Indymac MBS Inc – ‘S-3’ on 2/24/06 – EX-4.1

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

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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 

EX-4.1   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

EX-4.1
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                                                                     Exhibit 4.1

INDYMAC MBS, INC.,

 Depositor

 [INDYMAC BANK, F.S.B.],

 Seller and Servicer

 and

 [                    ],

 Trustee

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

 POOLING AND SERVICING AGREEMENT

 Dated as of [ ]

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

 [RESIDENTIAL ASSET SECURITIZATION TRUST] [INDYMAC INDX MORTGAGE LOAN TRUST]
 Series 20__-[A][AR][IP]

MORTGAGE PASS-THROUGH CERTIFICATES
 Series 20__-[ ]

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                                                                          Page
                                                                          ----

 ARTICLE I

 DEFINITIONS

SECTION 1.01.  Rules of Construction......................................I-34  

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES  

SECTION 2.01.  Conveyance of Mortgage Loans...............................II-1  
SECTION 2.02.  Acceptance by the Trustee of the Mortgage Loans............II-5  
SECTION 2.03.  Representations, Warranties and Covenants of the Seller          
             and the Servicer...........................................II-8
SECTION 2.04.  Representations and Warranties of the Depositor as to            
             the Mortgage Loans........................................II-10
SECTION 2.05.  Delivery of Opinion of Counsel in Connection with                
             Substitutions and Repurchases.............................II-11
SECTION 2.06.  Execution and Delivery of Certificates....................II-11  
SECTION 2.07.  REMIC Matters.............................................II-11  
SECTION 2.08.  Covenants of the Servicer.................................II-12  
SECTION 2.09.  Subsequent Transfers......................................II-12  
SECTION 2.10.  Mandatory Prepayment......................................II-16  

 ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS  

SECTION 3.01.  Servicer to Service Mortgage Loans........................III-1  
SECTION 3.02.  [Reserved]................................................III-2  
SECTION 3.03.  Rights of the Depositor and the Trustee in Respect of            
             the Servicer..............................................III-2
SECTION 3.04.  [Reserved]................................................III-2  
SECTION 3.05.  Trustee to Act as Servicer................................III-2  
SECTION 3.06.  Collection of Mortgage Loan Payments; Servicing                  
Accounts; Collection Account; Certificate Account;
     Distribution Account; Pre-Funding Accounts; Capitalized
             Interest Accounts.........................................III-2
SECTION 3.07.  Collection of Taxes, Assessments and Similar Items;              
             Escrow Accounts...........................................III-8
SECTION 3.08.  Access to Certain Documentation and Information                  
             Regarding the Mortgage Loans..............................III-9
SECTION 3.09.  Permitted Withdrawals from the Certificate Account, the          
             Distribution Account and the Excess Reserve Fund Account..III-9

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SECTION 3.10.  Maintenance of Hazard Insurance; Maintenance of Primary          
             Insurance Policies.......................................III-11
SECTION 3.11.  Enforcement of Due-On-Sale Clauses; Assumption                   
             Agreements...............................................III-12
SECTION 3.12.  Realization Upon Defaulted Mortgage Loans; Repurchase of         
             Certain Mortgage Loans...................................III-14
SECTION 3.13.  Trustee to Cooperate; Release of Mortgage Files..........III-16  
SECTION 3.14.  Documents, Records and Funds in Possession of the                
             Servicer to be Held for the Trustee......................III-17
SECTION 3.15.  Servicing Compensation...................................III-18  
SECTION 3.16.  Access to Certain Documentation..........................III-18  
SECTION 3.17.  Annual Statement as to Compliance........................III-18  
SECTION 3.18.  [Reserved]...............................................III-19  
SECTION 3.19.  Errors and Omissions Insurance; Fidelity Bonds...........III-19  
SECTION 3.20.  Notification of Adjustments..............................III-19  
SECTION 3.21.  Covenants and Representations of the Servicer Regarding          
             Prepayment Charges.......................................III-20

ARTICLE IV

DISTRIBUTIONS AND ADVANCES BY THE SERVICER

SECTION 4.01.  Advances...................................................IV-1  
SECTION 4.02.  Priorities of Distribution.................................IV-2  
SECTION 4.03.  Monthly Statements to Certificateholders...................IV-4  
SECTION 4.04.  [Reserved].................................................IV-5  
SECTION 4.05.  [Reserved].................................................IV-5  
SECTION 4.06.  [Reserved].................................................IV-5  
SECTION 4.07.  Certain Matters Relating to the Determination of LIBOR.....IV-5  

 ARTICLE V

THE CERTIFICATES

SECTION 5.01.  The Certificates............................................V-1  
SECTION 5.02.  Certificate Register; Registration of Transfer and               
             Exchange of Certificates....................................V-1
SECTION 5.03.  Mutilated, Destroyed, Lost or Stolen Certificates...........V-6  
SECTION 5.04.  Persons Deemed Owners.......................................V-6  
SECTION 5.05.  Access to List of Certificateholders' Names and                  
             Addresses...................................................V-6
SECTION 5.06.  Maintenance of Office or Agency.............................V-7  

ARTICLE VI

THE DEPOSITOR AND THE SERVICER

SECTION 6.01.  Respective Liabilities of the Depositor and the Servicer...VI-1  
SECTION 6.02.  Merger or Consolidation of the Depositor or the Servicer...VI-1  

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SECTION 6.03.  Limitation on Liability of the Depositor, the Seller,            
             the Servicer and Others....................................VI-1
SECTION 6.04.  Limitation on Resignation of the Servicer..................VI-2  
SECTION 6.05.  Inspection.................................................VI-2  

 ARTICLE VII

 DEFAULT

SECTION 7.01.  Events of Default.........................................VII-1  
SECTION 7.02.  Trustee to Act; Appointment of Successor..................VII-3  
SECTION 7.03.  Notification to Certificateholders........................VII-4  

ARTICLE VIII

Concerning the Trustee

SECTION 8.01.  Duties of the Trustee....................................VIII-1  
SECTION 8.02.  Certain Matters Affecting the Trustee....................VIII-2  
SECTION 8.03.  Trustee Not Liable for Certificates or Mortgage Loans....VIII-3  
SECTION 8.04.  Trustee May Own Certificates.............................VIII-3  
SECTION 8.05.  Trustee's Fees and Expenses..............................VIII-4  
SECTION 8.06.  Eligibility Requirements for the Trustee.................VIII-4  
SECTION 8.07.  Resignation and Removal of the Trustee...................VIII-5  
SECTION 8.08.  Successor Trustee........................................VIII-6  
SECTION 8.09.  Merger or Consolidation of the Trustee...................VIII-6  
SECTION 8.10.  Appointment of Co-Trustee or Separate Trustee............VIII-7  
SECTION 8.11.  Tax Matters..............................................VIII-8  
SECTION 8.12.  Periodic Filings........................................VIII-11  

ARTICLE IX

 Termination

SECTION 9.01.  Termination upon Liquidation or Purchase of the Mortgage         
             Loans......................................................IX-1
SECTION 9.02.  Final Distribution on the Certificates.....................IX-2  
SECTION 9.03.  Additional Termination Requirements........................IX-3  

 ARTICLE X

Miscellaneous Provisions

SECTION 10.01. Amendment...................................................X-1  
SECTION 10.02. Recordation of Agreement; Counterparts......................X-3  
SECTION 10.03. Governing Law...............................................X-3  
SECTION 10.04. Intention of Parties........................................X-3  
SECTION 10.05. Notices.....................................................X-4  
SECTION 10.06. Severability of Provisions..................................X-5  

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SECTION 10.07. Assignment..................................................X-5  
SECTION 10.08. Limitation on Rights of Certificateholders..................X-5  
SECTION 10.09. Inspection and Audit Rights.................................X-6  
SECTION 10.10. Certificates Nonassessable and Fully Paid...................X-6  
SECTION 10.11. Official Record.............................................X-6  
SECTION 10.12. Protection of Assets........................................X-6  
SECTION 10.13. Qualifying Special Purpose Entity...........................X-7  

ARTICLE XI

EXCHANGE ACT REPORTING

SECTION 11.01. Filing Obligations.........................................XI-1  
SECTION 11.02. Form 10-D Filings..........................................XI-1  
SECTION 11.03. Form 8-K Filings...........................................XI-2  
SECTION 11.04. Form 10-K Filings..........................................XI-2  
SECTION 11.05. Sarbanes-Oxley Certification...............................XI-3  
SECTION 11.06. Form 15 Filing.............................................XI-3  
SECTION 11.07. Report on Assessment of Compliance and Attestation.........XI-3  
SECTION 11.08. Use of Subcontractors......................................XI-5  
SECTION 11.09. Amendments.................................................XI-5  

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 SCHEDULES

Schedule I:    Mortgage Loan Schedule.....................................S-I-1 

Schedule II:   Representations and Warranties of the Seller/Servicer.....S-II-1 

Schedule III:  Representations and Warranties as to the Mortgage Loans..S-III-1 

Schedule IV:   Planned Balanced Schedules................................S-IV-1 

EXHIBITS

Exhibit A:     Form of Class A, M and B Certificate.........................A-1 

Exhibit B:     [Reserved]...................................................B-1 

Exhibit C:     Form of Class R Certificate..................................C-1 

Exhibit D:     Form of Class X Certificate..................................D-1 

Exhibit E:     Form of Reverse of Certificates..............................E-1 

Exhibit F:     [Reserved]...................................................F-1 

Exhibit G:     Form of Initial Certification of Trustee.....................G-1 

Exhibit H:     Form of Final Certification of Trustee.......................H-1 

Exhibit I:     Form of Transfer Affidavit...................................I-1 

Exhibit J:     Form of Transferor Certificate...............................J-1 

Exhibit K:     [Reserved]...................................................K-1 

Exhibit L:     Form of Rule 144A Letter.....................................L-1 

Exhibit M:     Form of Request for Release (for Trustee)....................M-1 

Exhibit N:     Form of Request for Release (Mortgage Loan Paid in Full,         
              Repurchased and Released)....................................N-1

Exhibit O:     Form of Subsequent Transfer Agreement........................O-1 

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        THIS POOLING AND SERVICING AGREEMENT, dated as of [           ],
among INDYMAC MBS, INC., a Delaware corporation, as depositor (the "Depositor"),
[INDYMAC BANK, F.S.B.] ("[IndyMac]"), a federal savings bank, as seller (in such
capacity, the "Seller") and as servicer (in such capacity, the "Servicer"), and 
[ ], a banking corporation organized under the laws of the State of [ ], as     
trustee (the "Trustee"),                                                        

 WITNESSETH THAT

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

 PRELIMINARY STATEMENT

     The Trustee shall elect that the Trust Fund be treated for federal income
tax purposes as comprising two REMICs (each a "REMIC" or, in the alternative,   
the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Certificate, 
other than the Class R Certificate, represents ownership of a regular interest  
in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R       
Certificate represents ownership of the sole class of residual interest in each 
of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC      
Provisions. The Startup Day for each REMIC described herein is the Closing Date.
The latest possible maturity date for each Certificate is the latest date       
referenced in Section 9.01. The Upper Tier REMIC shall hold as assets the       
several classes of uncertificated Lower Tier Regular Interests, set out below.  
Each such Lower Tier Regular Interest is hereby designated as a regular interest
in the Lower Tier REMIC.                                                        

Lower Tier Class        Lower Tier      Initial Lower Tier            
Designation         Interest Rate     Principal Amount          
----------------       -------------    ------------------            

Class LT-C              (1)           $                       
Class LT-AF-1           (1)                                   
Class LT-MF-1           (1)                                   
Class LT-MF-2           (1)                                   
Class LT-BF             (1)                                   
Class LT-D              (2)                                   
Class LT-AV-1           (2)                                   
Class LT-MV-1           (2)                                   
Class LT-MV-2           (2)                                   
Class LT-BV             (2)                                   
Class LT-E              (1)                                   
Class LT-R              (3)                     (3)           

(1)   The interest rate with respect to any Distribution Date for these         
interests is a per annum variable rate equal to the Group 1 WAC Cap.

(2)   The interest rate with respect to any Distribution Date for these         
interests is a per annum variable rate equal to the Group 2 WAC Cap.

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(3)   The Class LT-R Interest is the sole class of residual interest in the     
   Lower Tier REMIC and it does not have a principal amount or an interest
rate.                                                               

   The Lower Tier REMIC shall hold as assets all of the assets included in
the Trust Fund other than the Group 1 Pre-Funding Account, the Group 2          
Pre-Funding Account, the Group 1 Capitalized Interest Account, the Group 2      
Capitalized Interest Account, the Excess Reserve Fund Account, and the Lower    
Tier Regular Interests.                                                         

     With respect to any Distribution Date, interest that accrues on the Class
LT-C Interest at the Pass-Through Rate shown above shall be deferred and added  
to the principal balance of the Class LT-C Interest in an amount equal to [50]% 
of any increase in the Subordinated Amount for the Group 1Certificates for such 
Distribution Date.                                                              

      With respect to any Distribution Date, Available Funds with respect to the
Mortgage Loans in Loan Group 1 shall be applied to pay interest that accrues on 
the Class LT-AF-1, Class LT-MF-1, Class LT-MF-2, Class LT-BF-1, Class LT-E, and 
Class LT-C Interests at the Pass-Through Rates shown above, other than the      
interest deferred on the Class LT-C Interest in the manner described in the     
preceding paragraph.                                                            

     With respect to any Distribution Date, interest that accrues on the Class
LT-D Interest at the Pass-Through Rate shown above will be deferred and added to
the principal balance of the Class LT-D Interest in an amount equal to [50]% of 
any increase in the Subordinated Amount for the Group 2 Certificates for such   
Distribution Date.                                                              

      With respect to any Distribution Date, Available Funds with respect to the
Mortgage Loans in Loan Group 2 shall be applied to pay interest that accrues on 
the Class LT-AV-1, Class LT-MV-1, Class LT-MV-2, Class LT-BV-1, and Class LT-D  
Interests at the Pass-Through Rates shown above, other than the interest        
deferred on the Class LT-D Interest in the manner described in the preceding    
paragraph.                                                                      

  With respect to any Distribution Date, Available Funds with respect to
Mortgage Loans in Loan Group 1 not applied to pay interest shall be first       
distributed on the Class LT-E interest until its balance is reduced to zero, and
then, shall be distributed to, and losses shall be allocated among, the Class   
LT-AF-1, Class LT-MF-1, Class LT-MF-2, Class LT-BF and Class LT-C Interests in a
manner such that, immediately following such Distribution Date, the principal   
balance of each of the Class LT-AF-1, Class LT-MF-1, Class LT-MF-2, and Class   
LT-BF Interests equals [50]% of its Corresponding Class of Upper Tier REMIC     
Regular Interest.                                                               

  With respect to any Distribution Date, Available Funds with respect to
Mortgage Loans in Loan Group 2 not applied to pay interest shall be distributed 
to, and losses shall be allocated among, the Class LT-AV-1, Class LT-MV-1, Class
LT-MV-2, Class LT-BV, and Class LT-D Interests in a manner such that,           
immediately following such Distribution Date, the principal balance of each of  
the Class LT-AV-1, Class LT-MV-1, Class LT-MV-2, and Class LT-BV Interests      
equals [50]% of its Corresponding Class of Upper Tier REMIC Regular Interest.   

   The Upper Tier REMIC shall issue the following classes of interests and
each Upper Tier Interest, other than the Class UT-R Interest, is hereby         
designated as a regular interest in the Upper Tier REMIC.                       

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                   Initial Upper
Upper Tier Class      Upper Tier       Tier Principal    Corresponding  
Designation       Interest Rate         Amount         Certificate
----------------     -------------     --------------    -------------  

Class AF-1             (1)            $                  Class AF-1 
Class MF-1             (1)                               Class MF-1 
Class MF-2             (1)                               Class MF-2 
Class BF               (1)                               Class BF   
 Class AV-1             (2)                               Class AV (7)
   Class MV-1             (2)                               Class MV-1 (7)
   Class MV-2             (2)                               Class MV-2 (7)
 Class BV               (2)                               Class BV (7)
Class XF               (3)                    (3)        Class X(5) 
Class XV               (4)                    (4)        Class X(5) 
Class UT-R             (6)                                 Class R  

(1)   With respect to any Distribution Date, the rate at which interest is      
    payable on these interests will be the lesser of the rate shown above or
    the Group 1 WAC Cap. Following the Optional Termination Date, the stated
     per annum Pass-Through Rates shown above will increase by [ ]% ([ ] basis
points).                                                            

(2)   The Class AV-1, Class MV-1, Class MV-2 and Class BV Interests will bear   
     interest during their initial Interest Accrual Period at [ ]%, [ ]%, [ ]%
     and [ ]%, respectively, per annum. The Class AV-1, Class MV-1, Class MV-2
  and Class BV Interests will bear interest during each Interest Accrual
      Period thereafter at a per annum rate equal to the least of (i) LIBOR plus
      [ ]%, [ ]%, [ ]% and [ ]%, respectively, (ii) the Group 2 Maximum Cap, and
   (iii) the Group 2 WAC Cap. Following the Optional Termination Date, the
      Pass-Through Margin for the Class AV-1 Certificates shall be [doubled] and
the Pass-Through Margin for Group 2 Subordinated Certificates shall 
increase by [1.5] times.                                            

(3)   The Class XF Interest has an initial principal balance of $[ ], but it    
  will not accrue interest on such balance but will accrue interest on a
 notional principal balance. As of any Distribution Date, the Class XF
   Interest shall have a notional principal balance equal to the aggregate
     of the principal balances of the Lower Tier Fixed Rate Regular Interests,
  other than the Class LT-E interest, as of the first day of the related
     Interest Accrual Period. With respect to any Interest Accrual Period, the
   Class XF Interest shall bear interest at a rate equal to the excess, if
any, of the Group 1 WAC Cap over the product of (i) 2 and (ii) the  
Adjusted Lower Tier Fixed Rate WAC. With respect to any Distribution
  Date, interest that so accrues on the notional balance of the Class XF
Interest shall be deferred in an amount equal to any increase in the
 Subordinated Amount for the Group 1 Certificates on such Distribution
Date. Such deferred interest shall not itself bear interest.        

(4)   The Class XV Interest has an initial principal balance of $[ ], but it    
  will not accrue interest on such balance but will accrue interest on a
 notional principal balance. As of any Distribution Date, the Class XV
      Interest shall have a notional principal balance equal to the aggregate of
      the principal balances of the Lower Tier Adjustable Rate Regular Interests
    as of the first day of the related Interest Accrual Period. With respect
to                                                                  

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  any Interest Accrual Period, the Class XV Interest shall bear interest
  at a rate equal to the excess, if any, of the Group 2 WAC Cap over the
  product of (i) 2 and (ii) the Adjusted Lower Tier Adjustable Rate WAC.
  With respect to any Distribution Date, interest that so accrues on the
    notional balance of the Class XV Interest shall be deferred in an amount
equal to any increase in the Subordinated Amount for the Group 2    
    Certificates on such Distribution Date. Such deferred interest shall not
itself bear interest.                                               

(5)   The Class XF and the Class XV Interests are non-severable components of   
the Class X Certificate.                                            

(6)   The Class UT-R Interest is the sole class of residual interest in the     
     Upper Tier REMIC. The Class UT-R Interest does not have an interest rate.

(7)   Each of these Certificates will represent not only the ownership of the   
    Corresponding Class of Upper Tier Regular Interest but also the right to
   receive payments from the Excess Reserve Fund Account in respect of any
 Basis Risk CarryForward Amounts. For federal income tax purposes, the
   Trustee will treat a Certificateholder's right to receive payments from
    the Excess Reserve Fund Account as payments made pursuant to an interest
rate cap contract written by the Class X Certificateholder.         

   The minimum denomination for each Class of Certificates, other than the
Class R and the Class X Certificates, will be $25,000. The Class R and the Class
X Certificates will each represent a 100% Percentage Interest in such class.    

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Set forth below are designations of Classes of Certificates to the  
categories used herein:                                                         

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

Group 1                                                                         
  Certificates...................   Class AF-1, Class MF-1, Class MF-2, Class BF
                 and Class R Certificates.

Group 2                                                                         
  Certificates...................   Class AV-1, Class MV-1, Class MV-2 and Class
        BV Certificates.

Group 1                                                                         
Class A Certificates...........   Class AF-1 Certificates.                  

Group 2                                                                         
Class A Certificates...........    Class AV-1 Certificates.                 

Group 1                                                                         
Mezzanine Certificates.........   Class MF-1 and Class                      
          MF-2 Certificates.

Group 2                                                                         
Mezzanine Certificates.........   Class MV-1 and Class                      
          MV-2 Certificates.

Group 1                                                                         
Subordinated Certificates......   Group 1 Mezzanine Certificates            
                  and Class BF Certificates.

Group 2                                                                         
Subordinated Certificates......   Group 2 Mezzanine Certificates            
                  and Class BV Certificates.

Adjustable Rate Certificates.....   Group 2 Certificates.                       

Fixed Rate Certificates..........   Class AF-1, Class MF-1, Class MF-2 and      
              Class BF Certificates.

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

ERISA-Restricted                                                                
Certificates...................   Subordinated Certificates, Class R        
                             Certificates and Class X Certificate.

Floating Rate Certificates.......   Adjustable Rate Certificates.               

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LIBOR Certificates...............   Adjustable Rate Certificates.               

Mezzanine Certificates...........   Class MF-1, Class MF-2, Class MV-1 and      
                Class MV-2 Certificates.

Non-Delay Certificates...........   Adjustable Rate Certificates.               

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

Physical Certificates............   Class X and Class R Certificates.           

Private Certificates.............   Class X Certificate.                        

Rating Agencies..................   [S&P] and [Fitch].                          

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

Residual Certificates............   Class R Certificates.                       

Subordinated Certificates........   Mezzanine Certificates, Class BF            
                               Certificates and Class BV Certificates.

            References herein to "Class A," "Class M-1," "Class M-2," "Class B,"
"Mezzanine Certificates" and "Subordinated Certificates" are references to      
Certificates of either or both Certificate Groups of similar designations, as   
the context requires.                                                           

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ARTICLE I 

DEFINITIONS 

         Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:       

         Accrued Certificate Interest Distribution Amount: With respect to
any Distribution Date for each Class of Certificates (other than the Class X    
Certificate), the amount of interest accrued during the related Interest Accrual
Period at the applicable Pass-Through Rate on the related Class Certificate     
Balance immediately prior to such Distribution Date.                            

          Additional Designated Information:  As defined in Section [11.02].

    Adjusted Lower Tier Adjustable Rate WAC: With respect to any
Interest Accrual Period, the weighted average of the interest rates on the Lower
Tier Adjustable Rate Regular Interests determined for this purpose by first     
subjecting the rate payable on the Class LT-D Interest to a cap of zero and     
subjecting the rate payable on each of the Class LT-AV-1, Class LT-MV-1, Class  
LT-MV-2, and Class LT-BV Interests to a cap equal to LIBOR plus the Margin that 
corresponds to the Pass-Through Margin used in computing the Pass-Through Rate  
on the Corresponding Class of Certificates.                                     

        Adjusted Lower Tier Fixed Rate WAC: With respect to any Interest
Accrual Period, the weighted average of the interest rates on the Lower Tier    
Fixed Rate Regular Interests determined for this purpose by first subjecting the
rate payable on the Class LT-C Interest to a cap of zero, subjecting the rate   
payable on each of the Class LT-AF-1, Class LT-MF-1, Class LT-MF-2, and Class   
LT-BF Interests to a cap that corresponds to the Pass-Through Rate payable on   
the Corresponding Class of Certificates.                                        

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

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

           Adjustment Date: As to any Mortgage Loan in Loan Group 2, the first
Due Date on which the related Mortgage Rate adjusts as set forth in the related 
Mortgage Note and each Due Date thereafter on which the Mortgage Rate adjusts as
set forth in the related Mortgage Note.                                         

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

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

      Amount Held for Future Distribution: As to the Certificates in
either Certificate Group on any Distribution Date, the aggregate amount held in 
the Certificate Account at the close of business on the related Determination   
Date on account of (i) Principal Prepayments and Liquidation Proceeds on the    
Mortgage Loans in the related Loan Group received after the end of the related  
Remittance Period and (ii) all Scheduled Payments on the Mortgage Loans in the  
related Loan Group due after the end of the related Remittance Period.          

            Applied Realized Loss Amount: With respect to any Distribution Date,
the amount, if any, by which, (i) with respect to the Group 1 Certificates, the 
aggregate Class Certificate Balance of the Group 1 Certificates after           
distributions of principal on such Distribution Date exceeds the aggregate      
Stated Principal Balance of the Mortgage Loans in Loan Group 1 as of the last   
day of the immediately preceding Remittance Period plus the amount in the       
related Pre-Funding Account, if any, excluding investment earnings, and (ii)    
with respect to the Group 2 Certificates, the aggregate Class Certificate       
Balance of the Group 2 Certificates after distributions of principal on such    
Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage
Loans in Loan Group 2 as of the last day of the immediately preceding Remittance
Period plus the amount in the related Pre-Funding Account, if any.              

      Available Funds: With respect to any Distribution Date and the
Mortgage Loans in a Loan Group (x) the sum of (i) all scheduled installments of 
interest (net of the related Expense Fees) and principal due on the Due Date on 
such Mortgage Loans in the related Remittance Period and received prior to the  
related Determination Date, together with any Advances in respect thereof; (ii) 
all Insurance Proceeds and Liquidation Proceeds during the related Remittance   
Period (in each case, net of unreimbursed expenses incurred in connection with a
liquidation or foreclosure and unreimbursed Advances, if any); (iii) all partial
or full prepayments on the Mortgage Loans in such Loan Group received during the
related Remittance Period together with all Compensating Interest thereon; (iv) 
the related Unutilized Pre-Funding Amount; (v) the related Capitalized Interest 
Requirement and (vi) amounts received with respect to such Distribution Date as 
the Substitution Adjustment Amount or purchase price in respect of a Deleted    
Mortgage Loan in such Loan Group or a Mortgage Loan repurchased by the Seller or
the Servicer in such Loan Group as of such Distribution Date; reduced by (y) (i)
amounts in reimbursement for Advances previously made with respect to the       
Mortgage Loans in such Loan Group and other amounts as to which the Servicer is 
entitled to be reimbursed pursuant to the Agreement with respect to such Loan   
Group and (ii) the Trustee's Fee allocated to such Loan Group.                  

Basic Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, the excess of (i) the related Principal       
Remittance Amount for such Distribution Date over (ii) the related Excess       
Subordinated Amount, if any, for such Distribution Date.                        

           Basis Risk CarryForward Amount: With respect to each Class of Group
2 Certificates, as of any Distribution Date, the sum of (A) if on such          
Distribution Date the Pass-Through Rate for any Class of Group 2 Certificates is
based upon the Group 2 WAC Cap, the excess of (i) the amount of interest such   
Class of Group 2 Certificates would otherwise be                                

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entitled to receive on such Distribution Date had such rate been calculated as  
the sum of LIBOR and the applicable Pass-Through Margin on such Class of Group 2
Certificates for such Distribution Date, up to the Group 2 Maximum Cap over (ii)
the amount of interest payable on such Class of Group 2 Certificates at the     
Group 2 WAC Cap for such Distribution Date and (B) the Basis Risk CarryForward  
Amount for such Class of Group 2 Certificates for all previous Distribution     
Dates not previously paid, together with interest thereon at a rate equal to the
sum of LIBOR and the applicable Pass-Through Margin for such Class of Group 2   
Certificates for such Distribution Date, subject to the Group 2 Maximum Cap.    

         Basis Risk Payment: For any Distribution Date, an amount equal to
the sum of (i) any Basis Risk CarryForward Amount and (ii) the Required Reserve 
Amount for that date, provided, however, that with respect to any Distribution  
Date, the payment cannot exceed the sum of the amounts otherwise distributable  
on the Class X Certificates.                                                    

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

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

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

        Capitalized Interest Account:  Either of the Group 1 Capitalized
Interest Account or the Group 2 Capitalized Interest Account.                   

          Capitalized Interest Requirement: With respect to the Distribution
Date in [ ] and [ ] and Loan Group 1, the product of (a) the excess of the      
Pre-Funding Amount for Loan Group 1 on the Closing Date over the Principal      
Balance of any Subsequent Mortgage Loan transferred to the Trust Fund for Loan  
Group 1 during the related Due Period or a prior Due Period that has a Monthly  
Payment due during such Due Period and (b) a fraction, the numerator of which is
the weighted average of the Pass-Through Rates on the Group 1 Certificates for  
such Distribution Date and the denominator of which is 12. With respect to the  
Distribution Date in [ ] and [ ] and Loan Group 2, the product of (a) the excess
of the Pre-Funding Amount for Loan Group 2 on the Closing Date over the         
Principal Balance of any Subsequent Mortgage Loan transferred to the Trust Fund 
for Loan Group 2 during the related Due Period or a prior Due Period that has a 
Monthly Payment due during such Due Period and (b) a fraction, the numerator of 
which is the weighted average of the Pass-Through Rates on the Group 2          
Certificates for such Distribution Date and the denominator of which is 12.     

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

      Certificate Account: The separate Eligible Account or Accounts
created and maintained by the Servicer pursuant to Section 3.06(c) with a       
depository institution in the name of the Servicer for the benefit of the       
Trustee on behalf of Certificateholders and designated                          

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"[IndyMac Bank, F.S.B.], in trust for the registered holders of Home Equity     
Mortgage Loan Asset-Backed Certificates, Series SPMD [ ]".                      

       Certificate Balance: With respect to any Class of Certificates,
other than the Class X Certificate, at any date, the maximum dollar amount of   
principal to which the Holder thereof is then entitled hereunder, such amount   
being equal to the Denomination thereof minus all distributions of principal    
previously made with respect thereto and in the case of any Subordinated        
Certificates, reduced by any Applied Realized Loss Amounts applicable to such   
Class of Subordinated Certificates. The Class X Certificate has no Certificate  
Balance.                                                                        

         Certificate Group: Any of the Certificate Group 1 Certificates or
the Certificate Group 2 Certificates, as applicable.                            

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

  Certificate Register:  The register maintained pursuant to
Section 5.02.                                                                   

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

Certification Party:  As defined in Section [11.05].    

Certifying Person:  As defined in Section [11.05].      

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

        Class A Principal Distribution Amount: With respect to each Loan
Group and any Distribution Date, the excess of (i) the aggregate Class          
Certificate Balance of the Class A Certificates for the related Certificate     
Group immediately prior to such Distribution Date over (ii) the lesser of (A) [ 
]% for Loan Group 1 and [ ]% for Loan Group 2, of the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group as of the last day of   
the related Remittance Period and (B) the Stated Principal Balances of the      
Mortgage Loans in the                                                           

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related Loan Group as of the last day of the related Remittance Period minus $[ 
] with respect to Loan Group 1 and $[ ] with respect to Loan Group 2.           

        Class B Principal Distribution Amount: With respect to each Loan
Group and any Distribution Date, the excess of (i) the sum for the related      
Certificate Group of (A) the aggregate Class Certificate Balance of the Class A 
Certificates (after taking into account distribution of the Class A Principal   
Distribution Amount on such Distribution Date), (B) the Class Certificate       
Balance of the Class M-1 Certificates (after taking into account distribution of
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the 
Class Certificate Balance of the Class M-2 Certificates (after taking into      
account distribution of the Class M-2 Principal Distribution Amount for such    
Distribution Date), and (D) the Class Certificate Balance of the Class B        
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(A) [ ]% for Loan Group 1 and [ ]% for Loan Group 2, of the aggregate Stated    
Principal Balance of the Mortgage Loans in the related Loan Group as of the last
day of the related Remittance Period and (B) the Stated Principal Balances of   
the Mortgage Loans in the related Loan Group as of the last day of the related  
Remittance Period minus $[ ] with respect to Loan Group 1 and $[ ] with respect 
to Loan Group 2, provided, however, that with respect to any Distribution Date  
on which the Class Certificate Balances of the related Class A, Class M-1 and   
Class M-2 Certificates have been reduced to zero, the Class B Principal         
Distribution Amount is the lesser of (x) the Class Certificate Balance of the   
Class B Certificates and (y) the related Principal Distribution Amount.         

          Class Certificate Balance: With respect to any Class and as to any
date of determination, the aggregate of the Certificate Balances of all         
Certificates of such Class as of such date.                                     

          Class M-1 Principal Distribution Amount: With respect to each Loan
Group and any Distribution Date, the excess of (i) the sum for the related      
Certificate Group of (A) the aggregate Class Certificate Balance of the Class A 
Certificates (after taking into account distribution of the Class A Principal   
Distribution Amount on such Distribution Date), and (B) the Class Certificate   
Balance of the Class M-1 Certificates immediately prior to such Distribution    
Date over (ii) the lesser of (A) [ ]% for Loan Group 1 and [ ]% for Loan Group  
2, of the aggregate Stated Principal Balance of the Mortgage Loans in the       
related Loan Group as of the last day of the related Remittance Period and (B)  
the Stated Principal Balances of the Mortgage Loans in the related Loan Group as
of the last day of the related Remittance Period minus $[ ] with respect to Loan
Group 1 and $[ ] with respect to Loan Group 2.                                  

          Class M-2 Principal Distribution Amount: With respect to each Loan
Group and any Distribution Date, the excess of (i) the sum for the related      
Certificate Group of (A) the aggregate Class Certificate Balance of the Class A 
Certificates (after taking into account distribution of the Class A Principal   
Distribution Amount on such Distribution Date), (B) the Class Certificate       
Balance of the Class M-1 Certificates (after taking into account distribution of
the Class M-1 Principal Distribution Amount on such Distribution Date) and (C)  
the Class Certificate Balance of the Class M-2 Certificates immediately prior to
such Distribution Date over (ii) the lesser of (A) [ ]% for Loan Group 1 and [  
]% for Loan Group 2, of the aggregate Stated Principal Balance of the Mortgage  
Loans in the related Loan Group as of                                           

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the last day of the related Remittance Period and (B) the Stated Principal      
Balances of the Mortgage Loans in the related Loan Group as of the last day of  
the related Remittance Period minus $[ ] with respect to Loan Group 1 and $[ ]  
with respect to Loan Group 2.                                                   

          Class X Distributable Amount: On any Distribution Date, the amount
of interest that has accrued on the Class XF and Class XV Regular Interests and 
any portion of the principal balance of either the Class XF or Class XV Regular 
Interests which is distributable as a Subordination Reduction Amount plus       
Prepayment Charges and Servicer Prepayment Charge Payment Amounts, if any.      

Closing Date:  [                     ].                 

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

           Collateral Value: With respect to any Mortgage Loan, the Collateral
Value of the related Mortgaged Property shall be, other than with respect to    
Mortgage Loans the proceeds of which were used for a Refinance Loan, the lesser 
of (i) the appraised value determined in an appraisal obtained by the originator
at origination of such Mortgage Loan and (ii) the sales price for such Mortgaged
Property. In the case of Refinance Loans, the Collateral Value of the related   
Mortgaged Property is the appraised value thereof determined in an appraisal    
obtained at the time of refinancing.                                            

Collection Account:  As defined in Section 3.06(b).     

        Combined Loan-to-Value Ratio: For any Mortgage Loan at any time,
shall be the ratio expressed as a percentage of (i) the sum of (a) the original 
principal balance of such Mortgage Loan and (b) the outstanding principal       
balance at the date of origination of such Mortgage Loan of any senior mortgage 
loan(s), or in the case of any open-ended senior mortgage loan, the maximum     
available line of credit with respect to such mortgage loan at origination,     
regardless of any lesser amount actually outstanding at the date of origination 
of such Mortgage Loan, to (ii) the Collateral Value of such Mortgage Loan.      

       Commission:  means The U.S. Securities and Exchange Commission.

           Compensating Interest: For any Distribution Date, the lesser of (i)
any and (ii) 0.125 an amount equal to [ ]% multiplied by one-twelfth multiplied 
by the aggregate Stated Principal Balance of the Mortgage Loans as of the first 
day of the prior month.                                                         

 Coop Shares:  Shares issued by a Cooperative Corporation.

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

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         Cooperative Loan:  Any Mortgage Loan secured by Coop Shares and a
Proprietary Lease.                                                              

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

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

        Corporate Trust Office:  The designated office of the Trustee in
the State of New York at which at any particular time its corporate trust       
business with respect to this Agreement shall be administered, which office     
at the date of the execution of this Agreement is located at [Address of        
Trustee] (Attn:  [                                      ]), facsimile no.       
[              ] and which is the address to which notices to and               
correspondence with the Trustee should be directed.                             

        Corresponding Class: The class of interests in any REMIC created
under this Agreement that correspond to the Class of interests in another such  
REMIC or to a Class of Certificates in the manner set out below:                

Lower Tier Class      Upper Tier       Corresponding              
Designation          Interest         Certificate             
----------------      ----------       -------------              

Class LT-AF-1        Class AF-1        Class AF-1               
Class LT-MF-1        Class MF-1        Class MF-1               
Class LT-MF-2        Class MF-2        Class MF-2               
Class LT-BF          Class BF          Class BF                 
Class LT-AV-1        Class AV-1        Class AV-1               
Class LT-MV-1        Class MV-1        Class MV-1               
Class LT-MV-2        Class MV-2        Class MV-2               
Class LT-BV          Class BV          Class BV                 

           Cut-off Date: For each Initial Mortgage Loan, [         ]; for each
Subsequent Mortgage Loan, [           ].                                        

       Cut-off Date Pool Principal Balance:  For any Cut-off Date, the
aggregate Stated Principal Balance of all Mortgage Loans as of such date.       

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

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

           Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became
the subject of a Debt Service Reduction.                                        

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

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

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

       Delay Certificates:  As specified in the Preliminary Statement.

     Delay Delivery Mortgage Loans: (i) The Initial Mortgage Loans
identified on the Mortgage Loan Schedule for which all or a portion of a related
Mortgage File is not delivered to the Trustee on or prior to the Closing Date,  
and (ii) all Subsequent Mortgage Loans. The Depositor shall deliver (or cause   
delivery of) the Mortgage Files to the Trustee: (A) with respect to at least [  
]% of the Initial Mortgage Loans, not later than the Closing Date, (B) with     
respect to at least [ ]% of the Subsequent Mortgage Loans conveyed on a         
Subsequent Transfer Date, not later than [twenty one] days after such Subsequent
Transfer Date, and (C) with respect to the remaining [ ]% of the Initial        
Mortgage Loans, not later than [five] Business Days after the Closing Date, and 
not later than [thirty] days after the relevant Subsequent Transfer Date with   
respect to the remaining [ ]% of the Subsequent Mortgage Loans conveyed on the  
related Subsequent Transfer Date. To the extent that the Seller shall be in     
possession of any Mortgage Files with respect to any Delay Delivery Loan, until 
delivery to of such Mortgage File to the Trustee as provided in Section 2.01,   
the Seller shall hold such files as Servicer hereunder, as agent and in trust   
for the Trustee.                                                                

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

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

            Denomination: With respect to each Certificate, the amount set forth
on the face thereof as the "Initial Certificate Balance of this Certificate" or 
the Percentage Interest appearing on the face thereof.                          

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

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

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

          Determination Date: As to any Distribution Date, the [18]th day of
each month or if such [18]th day is not a Business Day the next succeeding      
Business Day; provided, however, that if such next succeeding Business Day is   
less than [two] Business Days prior to the related Distribution Date, then the  
Determination Date shall be the next Business Day preceding the [18]th day of   
such month.                                                                     

       Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.06(e) in the name of the Trustee
for the benefit of the Certificateholders and designated "[ ] in trust for      
registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed            
Certificates, Series SPMD [ ]." Funds in the Distribution Account shall be held 
in trust for the Certificateholders for the uses and purposes set forth in this 
Agreement.                                                                      

       Distribution Account Deposit Date: As to any Distribution Date,
12:30 p.m. Pacific time on the Business Day immediately preceding such          
Distribution Date.                                                              

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

    Due Date:  With respect to any Mortgage Loan, the day of the
month on which a Scheduled Payment is due which is the [first] day of the       
month.                                                                          

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

           Eligible Account: Any of (i) an account or accounts maintained with
a federal or state chartered depository institution or trust company the        
short-term unsecured debt obligations of which (or, in the case of a depository 
institution or trust company that is the principal subsidiary of a holding      
company, the debt obligations of such holding company, but only if Moody's is   
not a Rating Agency) have the highest short-term ratings of each Rating Agency  
at the time any amounts are held on deposit therein, or (ii) an account or      
accounts in a depository institution or trust company in which such accounts are
insured by the FDIC or the SAIF (to the limits established by the FDIC or the   
SAIF) and the uninsured deposits in which accounts are otherwise secured such   
that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each
Rating Agency, the Certificateholders have a claim with respect to the funds in 
such account or a perfected first priority security interest against any        
collateral (which shall be limited to Permitted Investments) securing such funds
that is superior to claims of any other depositors or creditors of the          
depository institution or trust company in which such account is maintained,    

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or (iii) a trust account or accounts maintained with the trust department of a  
federal or state chartered depository institution or trust company, acting in   
its fiduciary capacity or (iv) any other account acceptable to each Rating      
Agency without reduction or withdrawal of their then current ratings of the     
Certificates as evidenced by a letter from each Rating Agency to the Trustee.   
Eligible Accounts may bear interest, and may include, if otherwise qualified    
under this definition, accounts maintained with the Trustee.                    

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

         ERISA-Qualifying Underwriting:  A best efforts or firm commitment
underwriting or private placement that meets the requirements of Prohibited     
Transaction Exemption 97-34, 62 Fed. Reg. 39021 (1997), as amended (or any      
successor thereto), or any substantially similar administrative exemption       
granted by the U.S. Department of Labor (an "Underwriter's Exemption").         

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

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

Event of Default:  As defined in Section 7.01.          

          Excess Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage   
Loan received in the calendar month in which such Mortgage Loan became a        
Liquidated Mortgage Loan, net of any amounts previously reimbursed to the       
Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan        
pursuant to Section 3.09(a)(ii), exceeds (i) the unpaid principal balance of    
such Liquidated Mortgage Loan as of the Due Date in the month in which such     
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at   
the Mortgage Rate from the Due Date as to which interest was last paid or       
advanced (and not reimbursed) to Certificateholders up to the Due Date          
applicable to the Distribution Date immediately following the calendar month    
during which such liquidation occurred.                                         

          Excess Reserve Fund Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 3.06(d) in the name of the    
Trustee for the benefit of the Adjustable Rate Certificateholders and designated
"[ ] in trust for registered holders of IndyMac Home Equity Mortgage Loan       
Asset-Backed Trust, Series [ ]." Funds in the Excess Reserve Fund Account shall 
be held in trust for the Adjustable Rate Certificateholders for the uses and    
purposes set forth in this Agreement.                                           

           Excess Subordinated Amount: With respect to a Certificate Group and
any Distribution Date, the excess, if any, of (a) the related Subordinated      
Amount on such Distribution Date over (b) the related Specified Subordinated    
Amount for such Distribution Date.                                              

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

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

      Expense Fees: As to each Mortgage Loan, the sum of the related
Servicing Fee and Trustee Fee.                                                  

          Expense Fee Rate: As to each Mortgage Loan, the sum of the related
Servicing Fee Rate, Trustee Fee Rate and any lender paid mortgage insurance     
premiums.                                                                       

            Extra Principal Distribution Amount: As of any Distribution Date and
either Certificate Group, the lesser of (x) the related Total Monthly Excess    
Spread for such Distribution Date and (y) the related Subordination Deficiency  
for such Distribution Date.                                                     

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

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

       Final Scheduled Payment Date:  The Final Scheduled Payment Date
for each Class of Certificates is as follows:                                   

                                                       Final Scheduled
                                                        Payment Date
                                                       -----------------------

Class AF-1 Certificates.................................   [            ]       
Class MF-1 Certificates.................................   [            ]       
Class MF-2 Certificates.................................   [            ]       
Class BF Certificates...................................   [            ]       
Class AV-1 Certificates.................................   [            ]       
Class MV-1 Certificates.................................   [            ]       
Class MV-2 Certificates.................................   [            ]       
Class BV Certificates...................................   [            ]       
Class R Certificates                                       [            ]       

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

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

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

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

        Group 1 Certificates: As specified in the Preliminary Statement.

           Group 1 Capitalized Interest Account: The separate Eligible Account
created and maintained by the Trustee pursuant to Section 3.06 in the name of   
the Trustee for the benefit of the Certificateholders and designated "[ ], in   
trust for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed  
Certificates, Series SPMD [ ]". Funds in the Group 1 Capitalized Interest       
Account shall be held in trust for the Certificateholders for the uses and      
purposes set forth in this Agreement and shall not be a part of any REMIC       
created hereunder, provided, however that any investment income earned from     
Permitted Investments made with funds in the Group 1 Capitalized Interest       
Account will be for the account of the Seller.                                  

          Group 1 Pre-Funding Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 3.06 in the name of the       
Trustee for the benefit of the Certificateholders and designated "[ ], in trust 
for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed        
Certificates, Series SPMD [ ]" allocated for the purchase of Subsequent Mortgage
Loans to be included in Loan Group 1. Funds in the Group 1 Pre-Funding Account  
shall be held in trust for the Certificateholders for the uses and purposes set 
forth in this Agreement and shall not be a part of any REMIC created hereunder. 

           Group 1 WAC Cap: With respect to the Mortgage Loans in Loan Group 1
as of any Distribution Date, the weighted average of the Adjusted Net Mortgage  
Rates in effect on the beginning of the related Remittance Period for such      
Mortgage Loans.                                                                 

        Group 2 Certificates: As specified in the Preliminary Statement.

           Group 2 Capitalized Interest Account: The separate Eligible Account
created and maintained by the Trustee pursuant to Section 3.06 in the name of   
the Trustee for the benefit of the Certificateholders and designated "[ ], in   
trust for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed  
Certificates, Series SPMD [ ]". Funds in the Group 2 Capitalized Interest       
Account shall be held in trust for the Certificateholders for the uses and      
purposes set forth in this Agreement and shall not be a part of any REMIC       
created hereunder, provided, however that any investment income earned from     
Permitted Investments made with funds in the Group 2 Capitalized Interest       
Account will be for the account of the Seller.                                  

          Group 2 Pre-Funding Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 3.05 in the name of the       
Trustee for the benefit of the Certificateholders and designated "[ ], in trust 
for registered holders of                                                       

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IndyMac Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD        
[          ]" allocated for the purchase of Subsequent Mortgage Loans to be     
included in Loan Group 2. Funds in the Group 2 Pre-Funding Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in this 
Agreement and shall not be a part of any REMIC created hereunder.               

       Group 2 Maximum Cap: With respect to the Mortgage Loans in Loan
Group 2 as of any Distribution Date, the weighted average of the Maximum Rates  
on the Mortgage Loans in Loan Group 2 less the Expense Fee Rate.                

           Group 2 WAC Cap: With respect to the Mortgage Loans in Loan Group 2
as of any Distribution Date, the product of (1) the weighted average of the     
Adjusted Net Mortgage Rates then in effect on the beginning of the related      
Remittance Period on the Mortgage Loans in Loan Group 2 and (ii) a fraction, the
numerator of which is 30 and the denominator of which is the actual number of   
days in the Interest Accrual Period for the Group 2 Certificates related to such
Distribution Date.                                                              

            Index: As to each Mortgage Loan in Loan Group 2, the index from time
to time in effect for the adjustment of the Mortgage Rate set forth as such on  
the related Mortgage Note.                                                      

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

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

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

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

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

    Interest Accrual Period: With respect to each Class of Delay
Certificates and the Corresponding Class of Lower Tier Regular Interests and any
Distribution Date, the calendar month prior to the month of such Distribution   
Date. For purposes of computing accrual of interest on each Class of Delay      
Certificates and each Class of Lower Tier Regular Interests, each month is      
assumed to have 30 days and each year is assumed to have 360 days. With respect 
to each Class of Non-Delay Certificates and the Corresponding Class of Lower    
Tier Regular Interests and any Distribution Date, the period commencing on the  
[25]th day of the month preceding the month in which such Distribution Date     
occurs and ending on the [24]th day of the                                      

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month in which such Distribution Date occurs (or in the case of the first       
Distribution Date, the period from and including the Closing Date to but        
excluding such first Distribution Date). For purposes of computing interest     
accruals on each Class of Non-Delay Certificates, each Interest Accrual Period  
has the actual number of days in such month and each year is assumed to have 360
days.                                                                           

     Item 1119 Party: The Depositor, any Seller, the Servicer, the
Trustee, any originator identified in the Prospectus Supplement, the Corridor   
Contract Counterparty, the Class AF-5B Insurer and any other material           
transaction party, as identified in Exhibit S hereto, as updated pursuant to    
Section 11.04.                                                                  

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

        LIBOR: With respect to any Interest Accrual Period for the LIBOR
Certificates, the rate determined by the Trustee on the related LIBOR           
Determination Date on the basis of the offered rate for one-month U.S. dollar   
deposits as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London    
time) on such date; provided that if such rate does not appear on Telerate Page 
3750, the rate for such date will be determined on the basis of the rates at    
which one-month U.S. dollar deposits are offered by the Reference Banks at      
approximately 11:00 a.m. (London time) on such date to prime banks in the London
interbank market. In such event, the Trustee will request the principal London  
office of each of the Reference Banks to provide a quotation of its rate. If at 
least two such quotations are provided, the rate for that date will be the      
arithmetic mean of the quotations (rounded upwards if necessary to the nearest  
whole multiple of 1/16%). If fewer than two quotations are provided as          
requested, the rate for that date will be the arithmetic mean of the rates      
quoted by major banks in New York City, selected by the Servicer, at            
approximately 11:00 a.m. (New York City time) on such date for one-month U.S.   
dollar loan to leading European banks.                                          

      LIBOR Certificates: As specified in the Preliminary Statement.

      LIBOR Determination Date: With respect to any Interest Accrual
Period (other than the initial Interest Accrual Period) for the LIBOR           
Certificates, the [second] London Business Day preceding the commencement of    
such Interest Accrual Period.                                                   

          Limited Exchange Act Reporting Obligations: The obligations of the
Servicer under Section 3.17(b), Section 6.02 and Section 6.04 with respect to   
notice and information to be provided to the Depositor and Article XI (except   
Section 11.07(a)(1) and (2)).                                                   

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

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

       Loan Group: Any of Loan Group 1 or Loan Group 2, as applicable.

        Loan Group 1:  All Mortgage Loans which have Mortgage Rates that
are fixed.                                                                      

        Loan Group 2:  All Mortgage Loans which have Mortgage Rates that
are adjustable.                                                                 

            Loan-to-Value Ratio: With respect to any Mortgage Loan and as of any
date of determination, is the fraction, expressed as a percentage, the numerator
of which is the original principal balance of the related Mortgage Loan at such 
date of determination and the denominator of which is the Collateral Value of   
the related Mortgaged Property.                                                 

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

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

      Lower Tier Adjustable Rate Regular Interest: Each of the Class
LT-AV-1, Class LT-MV-1, Class LT-MV-2, and Class BV Interests as described in   
the Preliminary Statement.                                                      

          Lower Tier Fixed Rate Regular Interest: Each of the Class LT-AF-1,
Class LT-MF-1, Class LT-MF-2, and Class LT-BF Interests as described in the     
Preliminary Statement.                                                          

        Lower Tier Regular Interests:  Each of the Lower Tier Adjustable
Rate Regular Interests and the Lower Tier Fixed Rate Regular Interests.         

    Lower Tier REMIC:  As described in the Preliminary Statement

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

          Majority in Interest: As to any Class of Regular Certificates, the
Holders of Certificates of such Class evidencing, in the aggregate, at least    
[51]% of the Percentage Interests evidenced by all Certificates of such Class.  

            Margin: As to each Mortgage Loan, the percentage amount set forth on
the related Mortgage Note added to the Index in calculating the Mortgage Rate   
thereon.                                                                        

Master REMIC: As defined in the Preliminary Statement.  

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           Maximum Rate: As to any Mortgage Loans in Loan Group 2, the maximum
rate set forth on the related Mortgage Note at which interest can accrue on such
Mortgage Loan.                                                                  

        Modified Mortgage Loan: Any Mortgage Loan which the Servicer has
modified pursuant to Section 3.12(c).                                           

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

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

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

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

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

   Moneyline Telerate Page 3750: The display page currently so
designated on the Moneyline Telerate Information Services, Inc. (or any page    
replacing that page on that service for the purpose of displaying London        
inter-bank offered rates of major banks).                                       

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

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

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

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

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

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          Mortgage Loan Schedule: As of any date, the list of Mortgage Loans
included in the Trust Fund on such date, separately identifying the Initial     
Mortgage Loans and the Subsequent Mortgage Loans (if any), attached hereto as   
Schedule I. The Mortgage Loan Schedule shall be prepared by the Seller and shall
set forth the following information with respect to each Mortgage Loan.         

(i) the loan number;                                    

         (ii) the Mortgagor's name and the street address of the Mortgaged
Property, including the zip code;                                   

(iii) the maturity date;                                

(iv) the original principal balance;                    

(v) the Cut-off Date Principal Balance;                 

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

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

    (viii) the Loan-to-Value Ratio or Combined Loan-to-Value (as
applicable) at origination;                                         

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

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

(xi) the Mortgage Rate;                                 

(xii) the purpose for the Mortgage Loan;                

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

 (xiv) with respect to the Mortgage Loans in Loan Group 2:

(a) the Maximum Rate;                       

(b) the Periodic Rate Cap;                  

(c) the Adjustment Date;                    

(d) the Margin;                             

         (xv) a code indicating whether the Mortgage Loan is a Performance
Loan;                                                               

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(xvi) the Servicing Fee Rate;                           

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

        (xviii) with respect to the Lender PMI Loans, the Lender PMI fee
premium; and                                                        

    (xix) a code indicating whether the Mortgage Loan is a Delay
Delivery Mortgage Loan.                                             

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

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

           Mortgage Rate: The annual rate of interest borne by a Mortgage Note
from time to time.                                                              

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

Mortgagor:  The obligor(s) on a Mortgage Note.          

MR Interest:  As defined in the Preliminary Statement.  

         Net Monthly Excess Cashflow: For any Distribution Date the amount
remaining for distribution pursuant to subsection 4.02(iii) (before giving      
effect to distributions pursuant to such subsection).                           

            Net Prepayment Interest Shortfall: For any Distribution Date and any
Loan Group, the amount by which the sum of the Prepayment Interest Shortfalls   
with respect to such Loan Group exceeds the sum of the Compensating Interest    
payments made on such Distribution Date with respect to such Loan Group.        

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

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

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

         Offered Certificates:  As specified in the Preliminary Statement.

          Officer's Certificate: A certificate (i) signed by the Chairman of
the Board, the Vice Chairman of the Board, the President, a Managing Director, a
Vice President (however                                                         

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denominated), an Assistant Vice President, the Treasurer, the Secretary, or one 
of the Assistant Treasurers or Assistant Secretaries of the Depositor or the    
Servicer, (ii) if provided for in this Agreement, signed by a Servicing Officer,
as the case may be, and delivered to the Depositor and the Trustee, as the case 
may be, as required by this Agreement or (iii) in the case of any other Person, 
signed by an authorized officer of such Person.                                 

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

       Optional Termination: The termination of the Trust Fund created
hereunder in connection with the purchase of the Mortgage Loans pursuant to     
Section 9.01(a) hereof.                                                         

            Optional Termination Date: The Distribution Date on which the assets
of the Trust Fund decline to [10]% or less of the Cut-off Date Principal        
Balances of the Mortgage Loans.                                                 

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

OTS:  The Office of Thrift Supervision.                 

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

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

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

           Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with
a Stated Principal Balance greater than zero which was not the subject of a     
Principal Prepayment in Full prior to such Due Date and which did not become a  
Liquidated Mortgage Loan prior to such Due Date.                                

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

          Pass-Through Margin: With respect to each Class of Adjustable Rate
Certificates, the following percentages: Class AV-1 Certificates, [   ]%; Class 
MV-1 Certificates, [   ]%; Class MV-2 Certificates, [   ]%; and Class BV        
Certificates, [   ]%. Following the Optional Termination Date, the Pass-Through 
Margin for the Class AV-1 Certificates shall be [doubled]                       

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and the Pass-Through Margin for Group 2 Subordinated Certificates shall increase
by [1.5] times.                                                                 

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

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

Performance Certification:  As defined in Section 11.05.

   Performance Loan: Mortgage Loans that provide borrowers the
potential of margin reduction for good payment history. If, at the time of      
evaluation, the related borrower has made scheduled payments in full since the  
origination of the loan with a maximum of one late payment (which, however,     
cannot be in the month of evaluation) the Mortgage Loan is eligible for a       
reduction (ranging from [ ]% to [ ]%) in the margin used to calculate the       
Mortgage Rate.                                                                  

          Periodic Rate Cap: As to any Mortgage Loan in Loan Group 2 and any
Adjustment Date, the maximum percentage increase or decrease to the related     
Mortgage Rate on any such Adjustment Date, as specified in the related Mortgage 
Note.                                                                           

   Permitted Investments:  At any time, any one or more of the
following obligations and securities:                                           

            (i) obligations of the United States or any agency thereof, provided
that such obligations are backed by the full faith and credit of the
United States;                                                      

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

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

          (iv) certificates of deposit, demand or time deposits, or bankers'
acceptances issued by any depository institution or trust company   
    incorporated under the laws of the United States or of any state thereof
and subject to supervision and examination by federal and/or state  
    banking authorities, provided that the commercial paper and/or long-term
unsecured debt obligations of such depository institution or trust  
company (or in the case of the principal depository institution in a
holding company system, the commercial                              

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  paper or long-term unsecured debt obligations of such holding company,
     but only if Moody's is not a Rating Agency) are then rated one of the two
highest long-term and the highest short-term ratings of each Rating 
   Agency for such securities, or such lower ratings as will not result in
the downgrading or withdrawal of the ratings then assigned to the   
 Certificates by the Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency;                                    

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

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

           (vii) repurchase obligations with respect to any security described
in clauses (i) and (ii) above, in either case entered into with a   
      depository institution or trust company (acting as principal) described in
clause (iv) above;                                                  

         (viii) securities (other than stripped bonds, stripped coupons or
     instruments sold at a purchase price in excess of [ ]% of the face amount
     thereof) bearing interest or sold at a discount issued by any corporation
 incorporated under the laws of the United States or any state thereof
      which, at the time of such investment, have one of the two highest ratings
     of each Rating Agency (except if the Rating Agency is Moody's such rating
shall be the highest commercial paper rating of Moody's for any such
      securities), or such lower rating as will not result in the downgrading or
     withdrawal of the ratings then assigned to the Certificates by the Rating
Agencies, as evidenced by a signed writing delivered by each Rating 
Agency;                                                             

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

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

provided that no such instrument shall be a Permitted Investment if such        
instrument evidences the right to receive interest only payments with respect to
the obligations underlying such instrument. Any permitted Investment shall be   
relatively risk free and no options or voting rights                            

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shall be exercised with respect to any Permitted Investment. No Permitted       
Investment may be sold or disposed of before its maturity.                      

          Permitted Transferee: Any person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality of 
any of the foregoing, (ii) a foreign government, International Organization or  
any agency or instrumentality of either of the foregoing, (iii) an organization 
(except certain farmers' cooperatives described in section 521 of the Code)     
which is exempt from tax imposed by Chapter 1 of the Code (including the tax    
imposed by section 511 of the Code on unrelated business taxable income) on any 
excess inclusions (as defined in section 860E(c)(1) of the Code) with respect to
any Residual Certificate, (iv) rural electric and telephone cooperatives        
described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a U.S. 
Person, and (vi) any other Person so designated by the Depositor based upon an  
Opinion of Counsel that the Transfer of an Ownership Interest in a Residual     
Certificate to such Person may cause the REMIC hereunder to fail to qualify as a
REMIC at any time that the Certificates are outstanding. The terms "United      
States," "State" and "International Organization" shall have the meanings set   
forth in section 7701 of the Code or successor provisions. A corporation will   
not be treated as an instrumentality of the United States or of any State or    
political subdivision thereof for these purposes if all of its activities are   
subject to tax and, with the exception of the Federal Home Loan Mortgage        
Corporation, a majority of its board of directors is not selected by such       
government unit.                                                                

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

          Physical Certificates:  As specified in the Preliminary Statement.

       Pool Stated Principal Balance: As to any Distribution Date, the
aggregate of the Stated Principal Balances of the Mortgage Loans on the last day
of the related Remittance Period which were Outstanding Mortgage Loans on such  
day.                                                                            

           Pre-Funding Amount: With respect to any date, the amount on deposit
in the respective Pre-Funding Accounts as of such date (net of any reinvestment 
earnings thereon).                                                              

        Pre-Funding Accounts: The separate Eligible Accounts created and
maintained by the Trustee pursuant to Section 3.06 in the name of the Trustee   
for the benefit of the Certificateholders and designated "[ ], in trust for     
registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed            
Certificates, Series SPMD [ ]." Funds in the Pre-Funding Accounts shall be held 
in trust for the Certificateholders for the uses and purposes set forth in this 
Agreement and shall not be a part of any REMIC created hereunder, provided,     
however that any investment income earned from Permitted Investments made with  
funds in the Pre-Funding Accounts will be for the account of the Depositor.     

       Pre-Funding Period: With respect to each Loan Group, the period
commencing on the Closing Date and ending on the earlier to occur of (i) the    
date on which the amount on deposit in the Pre-Funding Accounts (exclusive of   
any investment earnings) is less than $[      ] and (ii) [      ].              

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      Prepayment Charge: As to a Mortgage Loan, any charge paid by a
Mortgagor in connection with certain partial prepayments and all prepayments in 
full made within the related Prepayment Charge Period, the Prepayment Charges   
with respect to each applicable Mortgage Loan so held by the Trust being        
identified in the Prepayment Charge Schedule (other than any Servicer Prepayment
Charge Payment Amount).                                                         

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

          Prepayment Charge Schedule: As of any date, the list of Prepayment
Charges included in the Trust on such date, (including the prepayment charge    
summary attached thereto). The Prepayment Charge Schedule shall set forth the   
following information with respect to each prepayment Charge.                   

(i) the Mortgage Loan account number;                   

(ii) a code indicating the type of Prepayment Charge;   

    (iii) the state of origination in which the related Mortgage
Property is located;                                                

          (iv) the first date on which a Monthly Payment is or was due under
the related Mortgage Note;                                          

(v) The term of the Prepayment Charge;                  

            (vi) the original principal amount of the related Mortgage Loan; and

        (vii) the Cut-off Date Principal Balance of the related mortgage
Loan.                                                               

            The Prepayment Charge Schedule shall be amended from time to time by
the Servicer in accordance with the provisions of this Agreement.               

            Prepayment Interest Shortfall: As to any Distribution Date, Mortgage
Loan and Principal Prepayment, the amount, if any, by which one month's interest
at the related Mortgage Rate (net of the related Servicing Fee Rate) on such    
Principal Prepayment exceeds the amount of interest paid in connection with such
Principal Prepayment.                                                           

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

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

        Principal Distribution Amount: For each Certificate Group on any
Distribution Date, the sum of (i) the Basic Principal Distribution Amount for   
such Distribution Date for such                                                 

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Certificate Group and (ii) the Extra Principal Distribution Amount for such     
Distribution Date for such Certificate Group.                                   

          Principal Prepayment: Any payment of principal by a Mortgagor on a
Mortgage Loan (including without limitation the Purchase Price of any Modified  
Mortgage Loan purchased pursuant to Section 3.12(c)) that is received in advance
of its scheduled Due Date and is not accompanied by an amount representing      
scheduled interest due on any date or dates in any month or months subsequent to
the month of prepayment. Partial Principal Prepayments shall be applied by the  
Servicer in accordance with the terms of the related Mortgage Note.             

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

          Principal Remittance Amount: With respect to any Distribution Date
and each Loan Group, the amount equal to the sum of the following amounts       
(without duplication) with respect to the immediately preceding Remittance      
Period: (i) each payment of principal on a Mortgage Loan in the related Loan    
Group received by the Servicer during such Remittance Period, including all full
and partial principal prepayments, (ii) the Liquidation Proceeds on the Mortgage
Loans in the related Loan Group allocable to principal actually collected by the
Servicer during the related Remittance Period, (iii) the portion of the purchase
price with respect to each Deleted Mortgage Loan in the related Loan Group, the 
repurchase obligation for which arose during the related Remittance Period and  
that was repurchased prior to the related Distribution Account Deposit Date,    
(iv) the principal portion of any Substitution Adjustment Amounts in connection 
with a substitution of a Mortgage Loan in the related Loan Group as of such     
Distribution Date, (v) with respect to the Distribution Date occurring in the   
month following the end of the Pre-Funding Period, the related Unutilized       
Pre-Funding Amount and (vi) the allocable portion of the proceeds received with 
respect to the termination of the Trust Fund (to the extent such proceeds relate
to principal).                                                                  

         Private Certificates:  As specified in the Preliminary Statement.

         Proprietary Lease:  With respect to any Cooperative Unit, a lease
or occupancy agreement between a Cooperative Corporation and a holder of        
related Coop Shares.                                                            

Prospectus Supplement:  The Prospectus Supplement dated 
[                        ] relating to the Offered Certificates.                

PUD:  Planned Unit Development.                         

         Purchase Price: With respect to any Modified Mortgage Loan or any
Mortgage Loan required to be purchased by the Seller pursuant to Section 2.02 or
2.03 or purchased at the option of the Servicer pursuant to Section 3.12, an    
amount equal to the sum of (i) 100% of the unpaid principal balance of the      
Mortgage Loan on the date of such purchase, and (ii) accrued interest thereon at
the applicable Mortgage Rate (or at the applicable Adjusted Net Mortgage Rate if
(x) the purchaser is the Servicer or (y) if the purchaser is the Seller and the 
Seller is the Servicer) from the date through which interest was last paid by   
the Mortgagor to the Due Date in the month in which the Purchase Price is to be 
distributed to Certificateholders and (iii) any costs and damages incurred by   
the Trust Fund in connection with any violation by the Mortgage Loan            

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of any predatory or abusive lending law, provided, however, that if such        
Mortgage Loan is a Modified Mortgage Loan, the interest component of the        
Purchase Price shall be computed (i) on the basis of the applicable Adjusted Net
Mortgage Rate before giving effect to the related modification and (ii) from the
date to which interest was last paid to the date on which such Modified Mortgage
Loan is assigned to the Servicer pursuant to Section 3.12(c).                   

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

   Rating Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If either such organization or a successor is no longer  
in existence, "Rating Agency" shall be such nationally recognized statistical   
rating organization, or other comparable Person, as is designated by the        
Depositor, notice of which designation shall be given to the Trustee. References
herein to a given rating or rating category of a Rating Agency shall mean such  
rating category without giving effect to any modifiers. For purposes of Section 
10.05(b), the addresses for notices to each Rating Agency shall be (i) [S&P] and
(ii) [Fitch, Attention: Residential Mortgage Surveillance Monitoring], or such  
other address as either such Rating Agency may hereafter furnish to the         
Depositor and the Servicer.                                                     

      Realized Loss: The excess of the Stated Principal Balance of a
defaulted Mortgage Loan over the net Liquidation Proceeds with respect thereto  
that are allocated to principal.                                                

       Recognition Agreement: With respect to any Cooperative Loan, an
agreement between the Cooperative Corporation and the originator of such        
Mortgage Loan which establishes the rights of such originator in the Cooperative
Property.                                                                       

        Record Date: With respect to any Distribution Date, the close of
business on the last Business Day of the month preceding the month in which such
applicable Distribution Date occurs.                                            

Reference Bank:  As defined in Section 4.07.            

         Refinance Loan:  Any Mortgage Loan the proceeds of which are used
to refinance an existing mortgage loan.                                         

         Regular Certificates:  As specified in the Preliminary Statement.

  Regulation AB:  Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from 
time to time, and subject to such clarification and interpretation as have      
been provided by the Commission in the adopting release                         

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(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg.      
1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be    
provided by the Commission or its staff from time to time.                      

            Relevant Mortgage Loan: A Mortgage Loan as to which there has been a
reduction in the amount of interest collectible thereon for the most recently   
ended calendar month as a result of the application of the Relief Act, the      
amount, if any, by which interest collectible on such Mortgage Loan for the most
recently ended calendar month is less than interest accrued thereon for such    
month pursuant to the Mortgage Note.                                            

    Relief Act:  The Servicemembers Civil Relief Act of 1940, as
amended.                                                                        

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

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

         REMIC Change of Law: Any proposed, temporary or final regulation,
revenue ruling, revenue procedure or other official announcement or             
interpretation relating to REMICs and the REMIC Provisions issued after the     
Closing Date.                                                                   

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

            Remittance Period: With respect to 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    
such Distribution Date occurs.                                                  

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

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

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

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

            (c) with respect to the Servicer only, if the Servicer becomes aware
of any bankruptcy or receivership with respect to the Seller, the   
     Depositor, the Servicer, the Trustee, the Corridor Contract Counterparty,
     the Class AF-5B Insurer, any enhancement or support provider contemplated
  by Items 1114(b) or 1115 of Regulation AB, or any other material party
contemplated by Item 1101(d)(1) of Regulation AB;                   

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

(e) any amendment to this Agreement;                    

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

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

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

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

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

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

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            Required Reserve Amount: On any Distribution Date that (A) the Group
2 WAC Cap exceeds the Pass-Through Rate on the Class BV Certificate by less than
[     ]% ([     ] basis points), the greater of $[     ] or the product of (i)  
[     ]% and the Class Certificate Balance of the Adjustable Rate Certificates  
as of such Distribution Date and (B) the Group 2 WAC Cap exceeds the            
Pass-Through Rate on the Class BV Certificates by more than [     ]%, $[     ]. 

          Residual Certificates:  As specified in the Preliminary Statement.

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

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

   Sarbanes-Oxley Certification:  As defined in Section 11.05.

            [S&P: Standard & Poor's, a division of The McGraw-Hill Companies. If
S&P is designated as a Rating Agency in the Preliminary Statement, for purposes 
of Section 10.05(b) the address for notices to S&P shall be Standard & Poor's   
Ratings Group, 26 Broadway, 10th Floor, New York, New York 10004, Attention:    
Mortgage Surveillance Monitoring, or such other address as S&P may hereafter    
furnish to the Depositor and the Servicer.]                                     

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

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

     Security Agreement: With respect to any Cooperative Loan, the
agreement between the owner of the related Coop Shares and the originator of the
related Mortgage Note, which defines the terms of the security interest in such 
Coop Shares and the related Proprietary Lease.                                  

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

         Senior Enhancement Percentage: With respect to either Certificate
Group and any Distribution Date, the percentage obtained by dividing (x) the sum
of (i) the aggregate Class Certificate Balance of the Subordinated Certificates 
of such Certificate Group and (ii) the related Subordinated Amount (in each case
after taking into account the distributions of the related Principal            
Distribution Amount for such Distribution Date) by (y) the aggregate Stated     
Principal                                                                       

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Balance of the Mortgage Loans in the related Loan Group as of the last          
day of the related Remittance Period.                                           

  Senior Specified Enhancement Percentage: As of any date of
Determination, [ ]% with respect to Certificate Group 1 and [ ]% with respect to
Certificate Group 2.                                                            

       Servicer:  [IndyMac Bank, F.S.B.],  a federal savings bank, and
its successors and assigns, in its capacity as servicer hereunder.              

       Servicer Advance Date:  As to any Distribution Date, 12:30 p.m.
Pacific time on the Business Day immediately preceding such Distribution Date.  

  Servicer Event of Default:  As defined in Section 7.01(I).

       Servicer Prepayment Charge Payment Amount:  The amounts payable
by the Servicer in respect of waived Prepayment Charges pursuant to Section     
3.06(d)(ix).                                                                    

     Servicing Account:  The separate Eligible Account or Accounts
created and maintained pursuant to Section 3.06(b) hereof.                      

           Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Servicer of its   
servicing obligations, including, but not limited to, the cost of (i) (a) the   
preservation, restoration and protection of a Mortgaged Property, (b) expenses  
reimbursable to the Servicer pursuant to Section 3.12 and any enforcement or    
judicial proceedings, including foreclosures, (c) the maintenance and           
liquidation of any REO Property and (d) compliance with the obligations under   
Section 3.10; and (ii) reasonable compensation to the Servicer or its affiliates
for acting as broker in connection with the sale of foreclosed Mortgaged        
Properties and for performing certain default management and other similar      
services (including, but not limited to, appraisal services) in connection with 
the servicing of defaulted Mortgage Loans; provided, however, that for purposes 
of this clause (ii), only costs and expenses incurred in connection with the    
performance of activities generally considered to be outside the scope of       
customary servicing or servicing duties shall be treated as Servicing Advances. 

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

          Servicing Fee: As to each Mortgage Loan and any Distribution Date,
an amount equal to one month's interest at the applicable Servicing Fee Rate on 
the Stated Principal Balance of such Mortgage Loan, or, in the event of any     
payment of interest which accompanies a Principal Prepayment in Full made by the
Mortgagor, interest at the Servicing Fee Rate on the Stated Principal Balance of
such Mortgage Loan for the period covered by such payment of interest, subject  
to reduction as provided in Section 3.15                                        

            Servicing Fee Rate: With respect to any Mortgage Loan, the per annum
rate set forth in the Mortgage Loan Schedule for such Mortgage Loan.            

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

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

         60+ Day Delinquent Loan: Each Mortgage Loan with respect to which
any portion of a Scheduled Payment is, as of the last day of the prior          
Remittance Period, two months or more past due (without giving effect to any    
grace period), each Mortgage Loan in foreclosure, all REO Property and each     
Mortgage Loan for which the Mortgagor has filed for bankruptcy.                 

            Specified Subordinated Amount: With respect to each Loan Group prior
to the Stepdown Date for the related Certificate Group, an amount equal to [ ]% 
for Loan Group 1 and [ ]% for Loan Group 2, of the Cut-off Date Principal       
Balance of the Mortgage Loans in the related Loan Group, and with respect to    
each Loan Group on and after the Stepdown Date for the related Certificate      
Group, an amount equal to [ ]% for Loan Group 1 and [ ]% for Loan Group 2, of   
the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group 
as of the last day of the related Remittance Period, subject to a minimum amount
equal to [ ]% for each Loan Group of the aggregate Stated Principal Balance of  
the Mortgage Loans in that Loan Group as of the related Cut-off Date, provided, 
however, that if, on any Distribution Date, a Trigger Event for a Certificate   
Group has occurred, the Specified Subordinated Amount shall not be reduced to   
the applicable percentage of the then current aggregate Stated Principal Balance
of the Mortgage Loans in the related Loan Group until the Distribution Date on  
which a Trigger Event for such Certificate Group is no longer occurring.        

SR Interest: As defined in the Preliminary Statement.   

Startup Day:  [The Closing Date].                       

           Stated Principal Balance: As to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date as specified 
in the amortization schedule at the time relating thereto (before any adjustment
to such amortization schedule by reason of any moratorium or similar waiver or  
grace period) after giving effect to any previous partial Principal Prepayments 
and Liquidation Proceeds allocable to principal (other than with respect to any 
Liquidated Mortgage Loan) and to the payment of principal due on such Due Date  
and irrespective of any delinquency in payment by the related Mortgagor.        

            Stepdown Date: With respect to either Loan Group, the later to occur
of (i) the Distribution Date in [ ] and (ii) the first Distribution Date on     
which the Senior Enhancement Percentage (calculated for this purpose only after 
taking into account distributions of principal on the Mortgage Loans in the     
related Loan Group on the last day of the related Remittance Period but prior to
any applications of Principal Distribution Amount to the related Certificates)  
is greater than or equal to the related Senior Specified Enhancement Percentage.

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

     Subordinated Amount: For each Certificate Group and as of any
Distribution Date and related Loan Group, the excess, if any, of (a) the        
aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group as  
of the end of the related Remittance Period over (b) the aggregate of the Class 
Certificate Balances of the Offered Certificates in the related Certificate     
Group as of such Distribution Date (after giving effect to the payment of       
principal on such Certificates on such Distribution Date) plus amount in the    
related Pre-Funding Account, if any, excluding investment earnings.             

   Subordinated Certificates:  As specified in the Preliminary
Statement.                                                                      

           Subordination Deficiency: With respect to any Distribution Date and
either Loan Group, the excess, if any, of (a) the Specified Subordinated Amount 
for the related Certificate Group applicable to such Distribution Date over (b) 
the Subordinated Amount for such Certificate Group applicable to such           
Distribution Date.                                                              

        Subordination Reduction Amount: With respect to any Distribution
Date and either Loan Group, an amount equal to the lesser of (a) the related    
Excess Subordinated Amount and (b) the Total Monthly Excess Spread for the      
related Certificate Group.                                                      

            Subsequent Mortgage Loan: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to (i) the provisions of a Subsequent Transfer 
Agreement and (ii) the provisions hereof, as from time to time are held as a    
part of the Trust Fund (including any REO Property), the mortgage loans so held 
being identified on the Mortgage Loan Schedule for the related Subsequent       
Transfer Date, notwithstanding foreclosure or other acquisition of title of the 
related Mortgaged Property. When used with respect to a single Subsequent       
Transfer Date, "Subsequent Mortgage Loan" shall mean a Subsequent Mortgage Loan 
conveyed to the Trust Fund on such Subsequent Transfer Date.                    

      Subsequent Transfer Agreement: A Subsequent Transfer Agreement
substantially in the form of Exhibit O hereto, executed and delivered by the    
Seller, the Depositor and the Trustee as provided in Section 2.09(a).           

            Subsequent Transfer Date: For any Subsequent Transfer Agreement, the
"Subsequent Transfer Date" identified in such Subsequent Transfer Agreement;    
provided, however, the Subsequent Transfer Date for any Subsequent Transfer     
Agreement may not be a date earlier than the date on which the Subsequent       
Transfer Agreement is executed and delivered by the parties thereto pursuant to 
Section 2.09(a).                                                                

  Subsidiary REMIC: As defined in the Preliminary Statement.

           Substitute Mortgage Loan: A Mortgage Loan substituted by the Seller
for a Deleted Mortgage Loan which must, on the date of such substitution, as    
confirmed in a Request                                                          

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for Release, substantially in the form of Exhibit M, (i) have a Stated Principal
Balance, after deduction of the principal portion of the Scheduled Payment due  
in the month of substitution, not in excess of, and not more than [10]% less    
than, the Stated Principal Balance of the Deleted Mortgage Loan; (ii) be        
accruing interest at a rate no lower than and not more than [1]% per annum      
higher than, that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio
or Combined Loan-to-Value Ratio (as applicable) no higher than that of the      
Deleted Mortgage Loan; (iv) have a remaining term to maturity no greater than   
(and not more than one year less than that of) the Deleted Mortgage Loan; (v)   
not be a Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative    
Loan, (vi) comply with each representation and warranty set forth in Section    
2.03, (vii) satisfy the criteria for inclusion in the applicable Loan Group.    

         Substitution Adjustment Amount: The meaning ascribed to such term
pursuant to Section 2.03.                                                       

           Telerate Page 3750: The display page currently so designated on the
Bridge Telerate Service (or such other page as may replace that page on that    
service for displaying comparable rates or prices).                             

    Total Monthly Excess Spread: As to either Loan Group and any
Distribution Date, an amount equal to the excess if any, of (i) the interest    
collected or advanced on the related Mortgage Loans during the related          
Remittance Period plus the related Capitalized Interest Requirement for such    
Distribution Date over (ii) the sum of the interest payable to the Classes of   
Certificates in the related Certificate Group on such Distribution Date.        

      Transaction Documents: This Agreement, [each Yield Maintenance
Agreement,] [the Class [ ] Policy] and any other document or agreement entered  
into in connection with the Trust Fund, the Certificates or the Mortgage Loans. 

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

        Trigger Event: With respect to the Certificates of a Certificate
Group after a Stepdown Date for the related Loan Group, exists if the quotient  
(expressed as a percentage) of (x) the three month rolling average of 60+ Day   
Delinquent Loans for the related Loan Group, as of the last day of the related  
Remittance Period, over (y) the Stated Principal Balance of the Mortgage Loans  
in that Loan Group equals or exceeds [50]% (in the case of Loan Group 1) or     
[40]% (in the case of Loan Group 2) of the related Senior Enhancement           
Percentage.                                                                     

           Trust Fund: The corpus of the trust created hereunder consisting of
(i) the Mortgage Loans and all interest and principal received on or with       
respect thereto after the related Cut-off Date, other than such amounts which   
were due on the Mortgage Loans on or before the related Cut-off Date; (ii) the  
Certificate Account, Excess Reserve Fund Account, the Distribution Account, the 
Pre-Funding Accounts and the Capitalized Interest Accounts and all amounts      
deposited therein pursuant to the applicable provisions of this Agreement       
(including, without limitation, amounts received from the Seller on the Closing 
Date which shall be deposited by the Trustee in the Certificate Account pursuant
to Section 2.01); (iii) property that secured a Mortgage Loan and has been      
acquired by foreclosure, deed-in-lieu of foreclosure or otherwise;              

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(iv) the right to collect any amounts under any mortgage insurance policies     
covering any Mortgage Loan and any collections received under any mortgage      
insurance policies covering any Mortgage Loan; (v) all rights to receive amounts
under, and to enforce remedies in, the Cap Contract, and (vi) all proceeds of   
the conversion, voluntary or involuntary, of any of the foregoing.              

          Trustee: [        ] and its successors and, if a successor trustee
is appointed hereunder, such successor.                                         

           Trustee Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to one month's interest at the related Trustee Fee Rate on the     
Stated Principal Balance of such Mortgage Loan or, in the event of any payment  
of interest which accompanies a Principal Prepayment in Full made by the        
Mortgagor, interest at the Trustee Fee Rate on the Stated Principal Balance of  
such Mortgage Loan for the period covered by such payment of interest.          

           Trustee Fee Rate: With respect to each Mortgage Loan, the per annum
rate agreed upon in writing on or prior to the Closing Date by the Trustee and  
the Depositor.                                                                  

          Unpaid Interest Amounts: As of any Distribution Date and any Class
of Certificates, the sum of (a) the excess of (i) the sum of the Accrued        
Certificate Interest Distribution Amount for such Distribution Date and any     
portion of such Accrued Certificate Interest Distribution Amount from prior     
Distribution Dates remaining unpaid over (ii) the amount in respect of interest 
on such Class of Certificates actually distributed on the preceding Distribution
Date and (b) 30 days' interest on such excess at the applicable Pass-Through    
Rate (to the extent permitted by applicable law).                               

 Unpaid Realized Loss Amount: With respect to any Class of
Subordinated Certificates and as to any Distribution Date, is the excess of (i) 
Applied Realized Loss Amounts with respect to such Class over (ii) the sum of   
all distributions in reduction of such Applied Realized Loss Amounts on all     
previous Distribution Dates. Any amounts distributed to a Class of Subordinated 
Certificates in respect of any Unpaid Realized Loss Amount will not be applied  
to reduce the Class Certificate Balance of such Class.                          

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

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Unutilized Pre-Funding Amount:  The Pre-Funding Amount  
immediately after the end of the Pre-Funding Period.                            

     Upper Tier Regular Interest:  As described in the Preliminary
Statement.                                                                      

      Upper Tier REMIC:.  As described in the Preliminary Statement.

     Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of           
determination, (a) [1]% of all Voting Rights shall be allocated to the Class X  
Certificates, if any (such Voting Rights to be allocated among the holders of   
Certificates of each such Class in accordance with their respective Percentage  
Interests) and (b) the remaining Voting Rights shall be allocated among Holders 
of the remaining Classes of Certificates in proportion to the Certificate       
Balances of their respective Certificates on such date.                         

SECTION 1.01. Rules of Construction                     

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

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

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

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

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

           (e) A reference to "a [thing]" or "any [of a thing]" does not imply
the existence or occurrence of the thing referred to even though not followed by
"if any," and "any [of a thing]" is any of it. A reference to the plural of     
anything as to which there could be either one or more than one does not imply  
the existence of more than one (for instance, the phrase "the obligors on a     
note" means "the obligor or obligors on a note"). "Until [something occurs]"    
does                                                                            

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not imply that it must occur, and will not be modified by the word "unless." The
word "due" and the word "payable" are each used in the sense that the stated    
time for payment has passed. The word "accrued" is used in its accounting sense,
i.e., an amount paid is no longer accrued. In the calculation of amounts of     
things, differences and sums may generally result in negative numbers, but when 
the calculation of the excess of one thing over another results in zero or a    
negative number, the calculation is disregarded and an "excess" does not exist. 
Portions of things may be expressed as fractions or percentages interchangeably.

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

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

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

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ARTICLE II

 CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES

SECTION 2.01. Conveyance of Mortgage Loans.             

            (a) The Seller, concurrently with the execution and delivery hereof,
hereby sells, transfers, assigns, sets over and otherwise conveys to the        
Depositor, without recourse, all the right, title and interest of the Seller in 
and to each Initial Mortgage Loan, including all interest and principal received
or receivable by the Seller on or with respect to each Initial Mortgage Loan    
after the related Cut-off Date and all interest and principal payments on each  
Initial Mortgage Loan received prior to such related Cut-off Date in respect of 
installments of interest and principal due thereafter, but not including        
payments of principal and interest due and payable on each Initial Mortgage Loan
on or before such related Cut-off Date. On or prior to the Closing Date, the    
Seller shall deliver to the Depositor or, at the Depositor's direction, to the  
Trustee or other designee of the Depositor, the Mortgage File for each Initial  
Mortgage Loan listed in the Mortgage Loan Schedule as of the Closing Date. Such 
delivery of the Mortgage Files shall be made against payment by the Depositor of
the purchase price, previously agreed to by the Seller and Depositor, for the   
Initial Mortgage Loans.                                                         

       (b) The Depositor, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the
Trustee for the benefit of the Certificateholders, without recourse, all the    
right, title and interest of the Depositor in and to the Trust Fund, together   
with the Depositor's right to require the Seller to cure any breach of a        
representation or warranty made herein by the Seller or to repurchase or        
substitute for any affected Initial Mortgage Loan in accordance herewith.       

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

             (i) (A) the original Mortgage Note, endorsed by manual or
       facsimile signature in blank in the following form: "Pay to the
       order of ______________ without recourse", with all intervening
     endorsements showing a complete chain of endorsement from the
       originator to the Person endorsing the Mortgage Note (each such
     endorsement being sufficient to transfer all right, title and
     interest of the party so endorsing, as noteholder or assignee
          thereof, in and to that Mortgage Note) and (B) with respect to any
         Lost Mortgage Note, a lost note affidavit from the Seller stating
            that the original Mortgage Note was lost or destroyed, together with
a copy of such Mortgage Note;                           

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                 (ii) Except as provided below and for each Mortgage Loan that
        is not a MERS Mortgage Loan, the original recorded Mortgage or a
         copy of such Mortgage certified by the Seller as being a true and
        complete copy of the Mortgage (or, in the case of a Mortgage for
           which the related Mortgaged Property is located in the Commonwealth
            of Puerto Rico, a true copy of the Mortgage certified as such by the
          applicable notary) and in the case of each MERS Mortgage Loan, the
         original Mortgage, noting the presence of the MIN of the Mortgage
           Loan and either language indicating that the Mortgage Loan is a MOM
           Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was
    not a MOM Loan at origination, the original Mortgage and the
        assignment thereof to MERS, with evidence of recording indicated
            thereon, or a copy of the Mortgage certified by the public recording
office in which such Mortgage has been recorded;        

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

                 (iv) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any;    

           (v) except as provided below, the original or duplicate
  original lender's title policy and all riders thereto; and

                (vi) in the case of a Cooperative Loan, the originals of the
following documents or instruments:                     

                (a)   The Coop Shares, together with a stock power in blank;

(b)   The executed Security Agreement;      

(c)   The executed Proprietary Lease;       

(d)   The executed Recognition Agreement;   

                 (e)   The executed UCC-1 financing statement with evidence of
                     recording thereon which have been filed in all places
                     required to perfect the Seller's interest in the Coop
     Shares and the Proprietary Lease; and

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                  (f)   Executed UCC-3 financing statements or other appropriate
               UCC financing statements required by state law,
                evidencing a complete and unbroken line from the
                   mortgagee to the Trustee with evidence of recording
                      thereon (or in a form suitable for recordation). If in
                      connection with any Mortgage Loan the Depositor cannot
deliver                         

     (i)   the original recorded Mortgage,

          (ii)  all interim recorded assignments, or

                      (iii) the lender's title policy (together with all its
riders).            

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

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

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possible upon receipt thereof and, in any event, within [720] days following the
Closing Date (or, for a Subsequent Mortgage Loan, the Subsequent Transfer Date).
The Depositor shall forward or cause to be forwarded to the Trustee (a) from    
time to time additional original documents evidencing an assumption or          
modification of a Mortgage Loan and (b) any other documents required to be      
delivered by the Depositor or the Servicer to the Trustee. In the event that the
original Mortgage is not delivered and in connection with the payment in full of
the related Mortgage Loan the public recording office requires the presentation 
of a "lost instruments affidavit and indemnity" or any equivalent document,     
because only a copy of the Mortgage can be delivered with the instrument of     
satisfaction or reconveyance, the Servicer shall execute and deliver or cause to
be executed and delivered such a document to the public recording office. In the
case where a public recording office retains the original recorded Mortgage or  
in the case where a Mortgage is lost after recordation in a public recording    
office, the Seller shall deliver to the Trustee a copy of such Mortgage         
certified by such public recording office to be a true and complete copy of the 
original recorded Mortgage.                                                     

  As promptly as practicable subsequent to such transfer and
assignment, and in any event, within thirty (30) days thereafter, the Trustee   
shall (i) affix the Trustee's name to each assignment of Mortgage, as the       
assignee thereof and (ii) cause to be delivered for recording in the appropriate
public office for real property records the assignments of the Mortgages to the 
Trustee, except that, with respect to any assignment of a Mortgage as to which  
the Trustee has not received the information required to deliver such           
assignment, the Trustee's obligation to do so and to deliver the same for such  
recording shall be as soon as practicable after receipt of such information and 
in any event within [thirty (30)] days after the receipt thereof, and the       
Trustee need not cause to be recorded any assignment which relates to a Mortgage
Loan (a) the Mortgaged Property and Mortgage File relating to which are located 
in California or (b) in any other jurisdiction (including Puerto Rico) under the
laws of which, as evidenced by an Opinion of Counsel delivered by the Seller (at
the Seller's expense) to the Trustee, the recordation of such assignment is not 
necessary to protect the Trustee's and the Certificateholders' interest in the  
related Mortgage Loan.                                                          

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

          Notwithstanding anything to the contrary in this Agreement, within
[five] Business Days after the Closing Date (in the case of Initial Mortgage    
Loans) or within [thirty] days of the Subsequent Transfer Date (in the case of  
Subsequent Mortgage Loans), the Seller shall either (i) deliver to the Trustee  
the Mortgage File as required pursuant to this Section 2.01 for each Delay      
Delivery Mortgage Loan or (ii) (A) repurchase the Delay Delivery Mortgage Loan  
or (B) substitute the Delay Delivery Mortgage Loan for a Substitute Mortgage    
Loan, which repurchase or substitution shall be accomplished in the manner and  
subject to the conditions set forth in Section 2.03, provided that if the Seller
fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the
period provided in the prior sentence, the cure period provided for in Section  
2.02 or in Section 2.03 shall not apply to the initial delivery of the Mortgage 
File for such Delay Delivery Mortgage Loan, but rather the Seller shall have    
[five (5)] Business Days to cure such failure to deliver. The Seller shall      
promptly provide each Rating                                                    

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Agency with written notice of any cure, repurchase or substitution made pursuant
to the proviso of the preceding sentence. On or before the [fifth] Business Day 
after the Closing Date (in the case of Initial Mortgage Loans) or the           
[thirtieth] ([30]th) day (or if such [thirtieth] day is not a Business Day, the 
succeeding Business Day) after Subsequent Transfer Date (in the case of         
Subsequent Mortgage Loans), the Trustee shall, in accordance with the provisions
of Section 2.02, send a Delay Delivery Certification substantially in the form  
annexed hereto as Exhibit G-1 (with any applicable exceptions noted thereon) for
all Delay Delivery Mortgage Loan delivered within the specified numbers of days 
after the pertinent date. The Trustee will promptly send a copy of such Delay   
Delivery Certification to each Rating Agency. The Seller shall use its best     
reasonable efforts to effect a substitution, rather than a repurchase of, any   
Deleted Mortgage Loan.                                                          

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

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

           (a) The Trustee acknowledges receipt of the documents identified in
the Initial Certification in the form annexed hereto as Exhibit G, and receipt  
of the amount of $[     ] for deposit in the Group 1 Pre-Funding Account and the
amount of $[         ] for deposit in the Group 2 Pre-Funding Account and       
declares that it holds and will hold such documents and the other documents     
delivered to it constituting the Mortgage Files for the Initial Mortgage Loans, 
that it holds and will hold all amounts in the Pre-Funding Accounts and the     
Capitalized Interest Accounts, and that it holds or will hold such other assets 
as are included in the Trust Fund, in trust for the exclusive use and benefit of
all present and future Certificateholders. The Trustee acknowledges that it will
maintain possession of the related Mortgage Notes in the State of California,   
unless otherwise permitted by the Rating Agencies.                              

            The Trustee agrees to execute and deliver on the Closing Date to the
Depositor, the Servicer and the Seller an Initial Certification in the form     
annexed hereto as Exhibit G. Based on its review and examination, and only as to
the documents identified in such Initial Certification, the Trustee acknowledges
that such documents appear regular on their face and relate to such Initial     
Mortgage Loans. The Trustee shall be under no duty or obligation to inspect,    
review or examine said documents, instruments, certificates or other papers to  
determine that the same are genuine, enforceable or appropriate for the         
represented purpose or that they have actually been recorded in the real estate 
records or that they are other than what they purport to be on their face.      

          On or before the [thirtieth (30th)] day after the Closing Date (or
if such [thirtieth] day is not a Business Day, the succeeding Business Day), the
Trustee shall deliver to the Depositor, the Servicer and the Seller a Delay     
Delivery Certification with respect to the Initial Mortgage Loans substantially 
in the form annexed hereto as Exhibit G-1, with any applicable exceptions noted 
thereon.                                                                        

          Not later than [90] days after the Closing Date, the Trustee shall
deliver to the Depositor, the Servicer and the Seller a Final Certification in  
the form annexed hereto as Exhibit H, with any applicable exceptions noted      
thereon.                                                                        

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        If, in the course of such review, the Trustee finds any document
constituting a part of a Mortgage File which does not meet the requirements of  
Section 2.01, the Trustee shall list such as an exception in the Final          
Certification; provided, however, that the Trustee shall not make any           
determination as to whether (i) any endorsement is sufficient to transfer all   
right, title and interest of the party so endorsing, as noteholder or assignee  
thereof, in and to that Mortgage Note or (ii) any assignment is in recordable   
form or is sufficient to effect the assignment of and transfer to the assignee  
thereof under the mortgage to which the assignment relates. The Seller shall    
promptly correct or cure such defect within [90] days from the date it was so   
notified of such defect and, if the Seller does not correct or cure such defect 
within such period, the Seller shall either (a) substitute for the related      
Initial Mortgage Loan a Substitute Mortgage Loan, which substitution shall be   
accomplished in the manner and subject to the conditions set forth in Section   
2.03, or (b) purchase such Initial Mortgage Loan from the Trustee within [90]   
days from the date the Seller was notified of such defect in writing at the     
Purchase Price of such Initial Mortgage Loan; provided, however, that in no     
event shall such substitution or purchase occur more than [540] days from the   
Closing Date, except that if the substitution or purchase of an Initial Mortgage
Loan pursuant to this provision is required by reason of a delay in delivery of 
any documents by the appropriate recording office, or there is a dispute between
either the Servicer or the Seller and the Trustee over the location or status of
the recorded document, then such substitution or purchase shall occur within    
[720] days from the Closing Date. The Trustee shall deliver written notice to   
each Rating Agency within [270] days from the Closing Date indicating each      
Initial Mortgage Loan (a) which has not been returned by the appropriate        
recording office or (b) as to which there is a dispute as to location or status 
of such Initial Mortgage Loan. Such notice shall be delivered every [90] days   
thereafter until the related Initial Mortgage Loan is returned to the Trustee.  
Any such substitution pursuant to (a) above or purchase pursuant to (b) above   
shall not be effected prior to the delivery to the Trustee of the Opinion of    
Counsel required by Section 2.05, if any, and any substitution pursuant to (a)  
above shall not be effected prior to the additional delivery to the Trustee of a
Request for Release substantially in the form of Exhibit N. No substitution is  
permitted to be made in any calendar month after the Determination Date for such
month. The Purchase Price for any such Initial Mortgage Loan shall be deposited 
by the Seller in the Certificate Account on or prior to the Distribution Account
Deposit Date for the Distribution Date in the month following the month of      
repurchase and, upon receipt of such deposit and certification with respect     
thereto in the form of Exhibit N hereto, the Trustee shall release the related  
Mortgage File to the Seller and shall execute and deliver at the Seller's       
request such instruments of transfer or assignment prepared by the Seller, in   
each case without recourse, as shall be necessary to vest in the Seller, or a   
designee, the Trustee's interest in any Initial Mortgage Loan released pursuant 
hereto.                                                                         

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

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

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           (b) The Trustee agrees to execute and deliver to the Depositor, the
Servicer and the Seller on the Subsequent Transfer Date an Initial Certification
in the form annexed hereto as Exhibit G acknowledging receipt of the documents  
identified in such Initial Certification and declaring that it holds and will   
hold such documents and the other documents delivered to it constituting the    
Mortgage Files for the related Subsequent Mortgage Loans, and that it holds or  
will hold such other assets as are included in the Trust Fund, in trust for the 
exclusive use and benefit of all present and future Certificateholders. The     
Trustee acknowledges that it will maintain possession of the related Mortgage   
Notes in the State of California, unless otherwise permitted by the Rating      
Agencies.                                                                       

         Based on its review and examination, and only as to the documents
identified in such Initial Certification, the Trustee acknowledges that such    
documents appear regular on their face and relate to such Subsequent Mortgage   
Loan. The Trustee shall be under no duty or obligation to inspect, review or    
examine said documents, instruments, certificates or other papers to determine  
that the same are genuine, enforceable or appropriate for the represented       
purpose or that they have actually been recorded in the real estate records or  
that they are other than what they purport to be on their face.                 

        Not later than [90] days after the Subsequent Transfer Date, the
Trustee shall deliver to the Depositor, the Servicer and the Seller a Final     
Certification in the form annexed hereto as Exhibit H, with any applicable      
exceptions noted thereon.                                                       

        If, in the course of such review, the Trustee finds any document
constituting a part of a Subsequent Mortgage File which does not meet the       
requirements of Section 2.01, the Trustee shall list such as an exception in the
Final Certification; provided, however, that the Trustee shall not make any     
determination as to whether (i) any endorsement is sufficient to transfer all   
right, title and interest of the party so endorsing, as Noteholder or assignee  
thereof, in and to that Mortgage Note or (ii) any assignment is in recordable   
form or is sufficient to effect the assignment of and transfer to the assignee  
thereof under the mortgage to which the assignment relates. The Seller shall    
promptly correct or cure such defect within [90] days from the date it was so   
notified of such defect and, if the Seller does not correct or cure such defect 
within such period, the Seller shall either (a) substitute for the related      
Subsequent Mortgage Loan a Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section   
2.03, or (b) purchase such Subsequent Mortgage Loan from the Trustee within [90]
days from the date the Seller was notified of such defect in writing at the     
Purchase Price of such Subsequent Mortgage Loan; provided, however, that in no  
event shall such substitution or purchase occur more than [540] days from the   
Subsequent Transfer Date, except that if the substitution or purchase of a      
Subsequent Mortgage Loan pursuant to this provision is required by reason of a  
delay in delivery of any documents by the appropriate recording office, or there
is a dispute between either the Servicer or the Seller and the Trustee over the 
location or status of the recorded document, then such substitution or purchase 
shall occur within [720] days from the Subsequent Transfer Date. The Trustee    
shall deliver written notice to each Rating Agency within [270] days from the   
Subsequent Transfer Date indicating each Subsequent Mortgage Loan (a) which has 
not been returned by the appropriate recording office or (b) as to which there  
is a dispute as to location or status of such Mortgage Loan. Such notice shall  
be delivered every [90] days thereafter until the related Subsequent Mortgage   
Loan is returned to the Trustee. Any such substitution pursuant to (a)          

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above or purchase pursuant to (b) above shall not be effected prior to the      
delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if  
any, and any substitution pursuant to (a) above shall not be effected prior to  
the additional delivery to the Trustee of a Request for Release substantially in
the form of Exhibit N. No substitution is permitted to be made in any calendar  
month after the Determination Date for such month. The Purchase Price for any   
such Subsequent Mortgage Loan shall be deposited by the Seller in the           
Certificate Account on or prior to the Distribution Account Deposit Date for the
Distribution Date in the month following the month of repurchase and, upon      
receipt of such deposit and certification with respect thereto in the form of   
Exhibit N hereto, the Trustee shall release the related Mortgage File to the    
Seller and shall execute and deliver at the Seller's request such instruments of
transfer or assignment prepared by the Seller, in each case without recourse, as
shall be necessary to vest in the Seller, or a designee, the Trustee's interest 
in any Subsequent Mortgage Loan released pursuant hereto.                       

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

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

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

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

       (a) [IndyMac], in its capacities as Seller and Servicer, hereby
makes the representations and warranties set forth in Schedule II hereto, and by
this reference incorporated herein, to the Depositor and the Trustee, as of the 
Closing Date.                                                                   

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

        (c) Upon discovery by any of the parties hereto of a breach of a
representation or warranty made pursuant to Section 2.03(b) that materially and 
adversely affects the interests of the Certificateholders in any Mortgage Loan, 
the party discovering such breach shall give prompt notice thereof to the other 
parties. The Seller hereby covenants that within [90] days of                   

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the earlier of its discovery or its receipt of written notice from any party of 
a breach of any representation or warranty made pursuant to Section 2.03(b)     
which materially and adversely affects the interests of the Certificateholders  
in any Mortgage Loan, it shall cure such breach in all material respects, and if
such breach is not so cured, shall, (i) if such [90] day period expires prior to
the second anniversary of the Closing Date, remove such Mortgage Loan (a        
"Deleted Mortgage Loan") from the Trust Fund and substitute in its place a      
Substitute Mortgage Loan, in the manner and subject to the conditions set forth 
in this Section 2.03; or (ii) repurchase the affected Mortgage Loan or Mortgage 
Loans from the Trustee at the Purchase Price in the manner set forth below;     
provided, however, that any such substitution pursuant to (i) above shall not be
effected prior to the delivery to the Trustee of the Opinion of Counsel required
by Section 2.05, if any, and a Request for Release substantially in the form of 
Exhibit N, and the Mortgage File for any such Substitute Mortgage Loan; and     
provided, further, that, anything to the contrary herein notwithstanding, Seller
shall have no obligation to cure any such breach or to repurchase or substitute 
for such affected Mortgage Loan if the substance of such breach constitutes     
fraud in the origination of such affected Mortgage Loan and the Seller, at the  
time of such origination and on the Closing Date, did not have actual knowledge 
of such fraud. The Seller shall promptly reimburse the Servicer and the Trustee 
for any expenses reasonably incurred by the Servicer or the Trustee in respect  
of enforcing the remedies for such breach.                                      

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

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

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            For any month in which the Seller substitutes one or more Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will        
determine the amount (if any) by which the aggregate principal balance of all   
such Substitute Mortgage Loans as of the date of substitution is less than the  
aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after    
application of the scheduled principal portion of the monthly payments due in   
the Remittance Period of substitution and any adjustment due to any costs or    
damages incurred by the Trust Fund in connection with any violation of the      
Mortgae Loan of any predatory or abusive lending law). The amount of such       
shortage (the "Substitution Adjustment Amount") plus, if the Seller is not the  
Servicer, an amount equal to the aggregate of any unreimbursed Advances and     
Servicing Advances with respect to such Deleted Mortgage Loans shall be         
deposited into the Certificate Account by the Seller on or before the           
Distribution Account Deposit Date for the Distribution Date in the month        
succeeding the calendar month during which the related Mortgage Loan became     
required to be purchased or replaced hereunder.                                 

     In the event that the Seller repurchases a Mortgage Loan, the
Purchase Price therefor shall be deposited in the Certificate Account pursuant  
to Section 3.06 on or before the Distribution Account Deposit Date for the      
Distribution Date in the month following the month during which the Seller      
became obligated hereunder to repurchase or replace such Mortgage Loan and upon 
such deposit of the Purchase Price, the delivery of the Opinion of Counsel      
required by Section 2.05 and receipt of a Request for Release in the form of    
Exhibit N hereto, the Trustee shall release the related Mortgage File held for  
the benefit of the Certificateholders to such Person, and the Trustee shall     
execute and deliver at such Person's direction such instruments of transfer or  
assignment prepared by such Person, in each case without recourse, as shall be  
necessary to transfer title from the Trustee. It is understood and agreed that  
the obligation under this Agreement of any Person to cure, repurchase or replace
any Mortgage Loan as to which a breach has occurred and is continuing shall     
constitute the sole remedy against such Persons respecting such breach available
to Certificateholders, the Depositor or the Trustee on their behalf.            

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

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

        The Depositor hereby represents and warrants to the Trustee with
respect to each Mortgage Loan as of the date hereof or such other date set forth
herein that as of the Closing Date (or, for a Subsequent Mortgage Loan, the     
Subsequent Transfer Date), and following the transfer of the Mortgage Loans to  
it by the Seller, the Depositor had good title to the Mortgage Loans and the    
Mortgage Notes were subject to no offsets, defenses or counterclaims.           

          The Depositor hereby assigns, transfers and conveys to the Trustee
all of its rights with respect to the Mortgage Loans including, without         
limitation, the representations and warranties of the Seller made pursuant to   
Section 2.03(b), together with all rights of the Depositor to require the Seller
to cure any breach thereof or to repurchase or substitute for any affected      
Mortgage Loan in accordance with this Agreement.                                

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

       SECTION 2.05. Delivery of Opinion of Counsel in Connection with
  Substitutions and Repurchases.

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

            (b) Upon discovery by the Depositor, the Seller, the Servicer or the
Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within
the meaning of section 860G(a)(3) of the Code, the party discovering such fact  
shall promptly (and in any event within [five (5)] Business Days of discovery)  
give written notice thereof to the other parties. In connection therewith, the  
Trustee shall require the Seller, at the Seller's option, to either (i)         
substitute, if the conditions in Section 2.03(c) with respect to substitutions  
are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or    
(ii) repurchase the affected Mortgage Loan within [90] days of such discovery in
the same manner as it would a Mortgage Loan for a breach of representation or   
warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller
the Mortgage Loan to be released pursuant hereto in the same manner, and on the 
same terms, as it would a Mortgage Loan repurchased for breach of a             
representation or warranty contained in Section 2.03.                           

SECTION 2.06. Execution and Delivery of Certificates.   

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

SECTION 2.07. REMIC Matters.                            

         The Preliminary Statement sets forth the designations and "latest
possible maturity date" for federal income tax purposes of all interests created
hereby. The "Startup Day" for purposes of the REMIC Provisions shall be the     
Closing Date.                                                                   

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SECTION 2.08. Covenants of the Servicer.                

         The Servicer hereby covenants to the Depositor and the Trustee as
follows:                                                                        

           (a) the Servicer shall comply in the performance of its obligations
under this Agreement with all reasonable rules and requirements of the insurer  
under each Required Insurance Policy; and                                       

        (b) no written information, certificate of an officer, statement
furnished in writing or written report delivered to the Depositor, any affiliate
of the Depositor or the Trustee and prepared by the Servicer pursuant to this   
Agreement will contain any untrue statement of a material fact or omit to state 
a material fact necessary to make such information, certificate, statement or   
report not misleading.                                                          

SECTION 2.09. Subsequent Transfers.                     

          (a) Upon [five] Business Days prior written notice to the Trustee,
the Depositor, the Seller and the Trustee shall complete, execute and deliver a 
Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set
forth in Article II and paragraph (b) below and pursuant to the terms of the    
related Subsequent Transfer Agreement, in consideration of the Trustee's        
delivery on each Subsequent Transfer Date to or upon the order of the Seller of 
all or a portion of the balance of funds in the Pre-Funding Accounts (net of    
investment earnings), the Seller shall on each Subsequent Transfer Date sell,   
transfer, assign, set over and otherwise convey to the Depositor, without       
recourse, all the right, title and interest of the Seller in and to each        
Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the  
Seller on such Subsequent Transfer Date, including all interest and principal   
received or receivable by the Seller on or with respect to each Subsequent      
Mortgage Loan after the related Cut-off Date and all interest and principal     
payments on each Subsequent Mortgage Loan received prior to such related Cut-off
Date in respect of installments of interest and principal due thereafter, but   
not including payments of principal and interest due and payable on each        
Subsequent Mortgage Loan on or before such related Cut-off Date, and the        
Depositor shall simultaneously sell, transfer, assign, set over and otherwise   
convey to the Trustee for the benefit of the Certificateholders, without        
recourse, all the right, title and interest of the Depositor in and to each     
Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the  
Seller on such Subsequent Transfer Date, including all interest and principal   
received or receivable by the Depositor on or with respect to each Subsequent   
Mortgage Loan after the related Cut-off Date and all interest and principal     
payments on each Subsequent Mortgage Loan received prior to such related Cut-off
Date in respect of installments of interest and principal due thereafter, but   
not including payments of principal and interest due and payable on each        
Subsequent Mortgage Loan on or before such related Cut-off Date.                

           (b) If the assignment and transfer of the Subsequent Mortgage Loans
and the other property specified in this Section 2.09 from the Seller to the    
Depositor pursuant to this Agreement is held or deemed not to be a sale or is   
held or deemed to be a pledge of security for a loan, the Seller intends that   
the rights and obligations of the parties shall be established pursuant to the  
terms of this Agreement and that, in such event, (i) the Seller shall be deemed 
to have granted and does hereby grant to the Depositor as of each Subsequent    
Transfer Date a perfected,                                                      

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first priority security interest in the entire right, title and interest of the 
Seller in and to the related Subsequent Mortgage Loans and all other property   
conveyed to the Depositor pursuant to this Section 2.09 and all proceeds        
thereof, and (ii) this Agreement shall constitute a security agreement under    
applicable law.                                                                 

           (c) If the assignment and transfer of the Subsequent Mortgage Loans
and the other property specified in this Section 2.09 from the Depositor to the 
Trustee pursuant to this Agreement is held or deemed not to be a sale or is held
or deemed to be a pledge of security for a loan, the Depositor intends that the 
rights and obligations of the parties shall be established pursuant to the terms
of this Agreement and that, in such event, (i) the Depositor shall be deemed to 
have granted and does hereby grant to the Trustee as of each Subsequent Transfer
Date a perfected, first priority security interest in the entire right, title   
and interest of the Depositor in and to the related Subsequent Mortgage Loans   
and all other property conveyed to the Trust Fund pursuant to this Section 2.09 
and all proceeds thereof, and (ii) this Agreement shall constitute a security   
agreement under applicable law.                                                 

           (d) The amount released from the Group 1 Pre-Funding Account by the
Trustee pursuant to this Section 2.09 shall be the aggregate Cut-off Date       
Principal Balance of the Subsequent Mortgage Loans so transferred to Loan Group 
1. The amount released from the Group 2 Pre-Funding Account by the Trustee      
pursuant to this Section 2.09 shall be the aggregate Cut-off Date Principal     
Balance of the Subsequent Mortgage Loans so transferred to Loan Group 2.        

            (e) The Trustee shall contribute from the Pre-Funding Accounts funds
in an amount equal to the aggregate Cut-off Date Principal Balance of the       
Subsequent Mortgage Loans so transferred to the Trust Fund to purchase the      
Subsequent Mortgage Loans on behalf of the Trust Fund, along with the other     
property and rights related thereto described in Section 2.09(a) hereof only    
upon the satisfaction of each of the following conditions:                      

                  (i) the Trustee will be provided Opinions of Counsel addressed
         to the Rating Agencies with respect to the sale of the Subsequent
      Mortgage Loans conveyed on such Subsequent Transfer Date (such
         opinions being substantially similar to the opinions delivered on
           the Closing Date to the Rating Agencies with respect to the sale of
the Initial Mortgage Loans on the Closing Date);        

               (ii) the execution and delivery of such Subsequent Transfer
        Agreement or conveyance of the related Subsequent Mortgage Loans
       does not result in a reduction or withdrawal of the any ratings
assigned to the Certificates by the Ratings Agencies;   

                 (iii) the Depositor shall deliver to the Trustee an Officer's
         Certificate confirming the satisfaction of each of the conditions
       set forth in Article II and this Section 2.09(b) required to be
satisfied by such Subsequent Transfer Date;             

                  (iv) each Subsequent Mortgage Loan conveyed on such Subsequent
  Transfer Date satisfies the representations and warranties
           applicable to it under this Agreement, provided, however, that with
respect to a breach of a                                

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         representation and warranty with respect to a Subsequent Mortgage
        Loan set forth in this clause (iv), the obligation under Section
      2.03(c) of this Agreement of the Seller to cure, repurchase or
       replace such Subsequent Mortgage Loan shall constitute the sole
     remedy against the Seller respecting such breach available to
Certificateholders, the Depositor or the Trustee.       

                 (v) the Subsequent Mortgage Loans conveyed on such Subsequent
          Transfer Date were selected in a manner reasonably believed not to
be adverse to the interests of the Certificateholders;  

                (vi) no Subsequent Mortgage Loan conveyed on such Subsequent
Transfer Date was [30] or more days delinquent;         

        (vii) each Subsequent Mortgage Loan conveyed on such
            Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is
  secured by a first lien on the related Mortgaged Property;

              (viii) following the conveyance of the Subsequent Mortgage
         Loans on such Subsequent Transfer Date to the related Loan Group,
            the characteristics of such Loan Group listed below will not vary by
more than the permitted variance listed below for each  
        characteristic with respect to the Initial Mortgage Loans as set
          forth on the Mortgage Loan Schedule delivered on the Closing Date;
      provided that for the purpose of making such calculations, the
           characteristics for each Mortgage Loan made will be taken as of the
related Cut-off Date for such Mortgage Loan:            

 Loan Group 1:                                               Variation
    Loan Weighted Average Coupon:......................         [   %]
    Weighted Average Original Term to Maturity.........  [+/- 1 month]
    Weighted Average Original Loan-to-Value Ratio:.....         [   %]
    Weighted Average Combined Loan-to-Value Ratio......         [   %]
    Balloon Loans:.....................................         [   %]
    Maximum Principal Balance..........................   [$         ]
    State Concentration:...............................         [   %]
    Zip Code Concentration:............................         [   %]
    Non-Owner Occupied:................................         [   %]
    Second First Liens:................................         [   %]
    Manufactured Housing:..............................         [   %]

 Loan Group 2:                                               Variation
    Loan Weighted Average Coupon:......................         [   %]
    Weighted Average Original Maturity.................  [+/- 1 month]
    Weighted Average Original Loan-to-Value Ratio               [   %]
    Weighted Average Combined Loan-to-Value Ratio:.....         [   %]
    Performance Loans:.................................         [   %]
    Maximum Principal Balance..........................   [$         ]
    State Concentration:...............................         [   %]

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    Zip Code Concentration:............................         [   %]
    Non-Owner Occupied:................................         [   %]
    First Liens:.......................................         [   %]
    Manufactured Housing:..............................         [   %]

              (ix) neither the Seller nor the Depositor is insolvent and
          neither the Seller nor the Depositor will be rendered insolvent by
      the conveyance of Subsequent Mortgage Loans on such Subsequent
Transfer Date;                                          

               (x) delivery to the Trustee of an Opinion of Counsel, which
            Opinion of Counsel shall not be at the expense of either the Trustee
            or the Trust Fund, addressed to the Trustee, to the effect that such
        purchase of Subsequent Mortgage Loans will not (i) result in the
            imposition of the tax on "prohibited transactions" on the Trust Fund
       or contributions after the Startup Date, as defined in Sections
          860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the
     Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding; and                       

              (xi) delivery to the Trustee of the Mortgage File for each
          Subsequent Mortgage Loan to be transferred pursuant to the related
Subsequent Transfer Agreement.                          

            The Trustee shall not be required to investigate or otherwise verify
compliance with these conditions, except for its own receipt of documents       
specified above, and shall be entitled to rely on the required Officer's        
Certificate.                                                                    

       (f) In connection with each Subsequent Transfer Date and on the
related Distribution Date, the Seller shall determine (i) the amount and correct
dispositions of the funds distributed from the Capitalized Interest Accounts and
the Pre-Funding Accounts and (ii) any other necessary matters in connection with
the administration of the Capitalized Interest Accounts and the Pre-Funding     
Accounts. In the event that any amounts are released by the Trustee from a      
Pre-Funding Account or from a Capitalized Interest Account as a result of the   
Seller's calculation error, the Trustee shall not be liable therefor, and the   
Seller shall immediately repay such amounts to the Trustee.                     

            (g) Within five Business Days of the final Subsequent Transfer Date,
a letter addressed from an independent accountant retained by the Depositor     
confirming that the characteristics of the Mortgage Loans, following the        
acquisition of the related Subsequent Mortgage Loans, conform to the            
characteristics identified in Section 2.09(d) will be addressed to and delivered
to the Trustee. If the characteristics of the Mortgage Loans do not conform to  
these characteristics, within five Business Days of notice of this              
non-conformity, the Seller shall purchase sufficient Subsequent Mortgage Loans  
so that the characteristics of the Mortgage Loans conform to the characteristics
identified in Section 2.09(d).                                                  

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SECTION 2.10. Mandatory Prepayment.                     

            Any Unutilized Pre-Funding Amount shall be distributed to Holders of
the related Group of Certificates in accordance with Section 4.02 hereof on the 
Distribution Date immediately following the Due Period in which the end of the  
Pre-Funding Period occurs.                                                      

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ARTICLE III 

ADMINISTRATION AND SERVICING
 OF MORTGAGE LOANS

SECTION 3.01. Servicer to Service Mortgage Loans.       

       For and on behalf of the Certificateholders, the Servicer shall
service and administer the Mortgage Loans in accordance with the terms of this  
Agreement and the Servicing Standard. In connection with such servicing and     
administration, the Servicer shall have full power and authority, acting alone  
to do or cause to be done any and all things that it may deem necessary or      
desirable in connection with such servicing and administration, including but   
not limited to, the power and authority, subject to the terms hereof, (i) to    
execute and deliver, on behalf of the Certificateholders and the Trustee,       
customary consents or waivers and other instruments and documents, (ii) to      
consent to transfers of any Mortgaged Property and assumptions of the Mortgage  
Notes and related Mortgages (but only in the manner provided in this Agreement),
(iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv)
to effectuate foreclosure or other conversion of the ownership of the Mortgaged 
Property securing any Mortgage Loan. The Servicer shall not make or permit any  
modification, waiver or amendment of any term of any Mortgage Loan would cause  
the Trust Fund to fail to qualify as a REMIC or result in the imposition of any 
tax under Section 860F(a) or Section 860G(d) of the Code. Without limiting the  
generality of the foregoing, the Servicer, in its own name or in the name of any
Servicer or the Depositor and the Trustee, is hereby authorized and empowered by
the Depositor and the Trustee, when the Servicer or the Servicer, as the case   
may be, believes it appropriate in its reasonable judgment, to execute and      
deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any 
of them, any and all instruments of satisfaction or cancellation, or of partial 
or full release or discharge, and all other comparable instruments, with respect
to the Mortgage Loans, and with respect to the Mortgaged Properties held for the
benefit of the Certificateholders. The Servicer shall prepare and deliver to the
Depositor and/or the Trustee such documents requiring execution and delivery by 
either or both of them as are necessary or appropriate to enable the Servicer to
service and administer the Mortgage Loans to the extent that the Servicer is not
permitted to execute and deliver such documents pursuant to the preceding       
sentence. Upon receipt of such documents, the Depositor and/or the Trustee shall
execute such documents and deliver them to the Servicer.                        

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

           In accordance with and to the extent of the Servicing Standard, the
Servicer shall advance or cause to be advanced funds as necessary for the       
purpose of effecting the payment of taxes and assessments on the Mortgaged      
Properties, which advances shall be reimbursable in the                         

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first instance from related collections from the Mortgagors pursuant to Section 
3.07, and further as provided in Section 3.09. The costs incurred by the        
Servicer, if any, in effecting the timely payments of taxes and assessments on  
the Mortgaged Properties and related insurance premiums shall not, for the      
purpose of calculating monthly distributions to the Certificateholders, be added
to the Stated Principal Balances of the related Mortgage Loans, notwithstanding 
that the terms of such Mortgage Loans so permit.                                

SECTION 3.02. [Reserved].                               

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

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

SECTION 3.04. [Reserved].                               

SECTION 3.05. Trustee to Act as Servicer.               

            In the event that the Servicer shall for any reason no longer be the
Servicer hereunder (including because of an Event of Default or termination by  
the Depositor), the Trustee or its successor shall thereupon assume all of the  
rights and obligations of the Servicer hereunder arising thereafter (except that
the Trustee shall not be (i) liable for losses of the Servicer pursuant to      
Section 3.10 or any acts or omissions of the predecessor Servicer hereunder),   
(ii) obligated to make Advances if it is prohibited from doing so by applicable 
law, (iii) obligated to effectuate repurchases or substitutions of Mortgage     
Loans hereunder, including but not limited to repurchases or substitutions      
pursuant to Section 2.02 or 2.03, (iv) responsible for expenses of the Servicer 
pursuant to Section 2.03 or (v) deemed to have made any representations and     
warranties of the Servicer hereunder. Any such assumption shall be subject to   
Section 7.02.                                                                   

     SECTION 3.06. Collection of Mortgage Loan Payments; Servicing
                      Accounts; Collection Account; Certificate Account;
               Distribution Account; Pre-Funding Accounts;
  Capitalized Interest Accounts.

           (a) In accordance with and to the extent of the Servicing Standard,
the Servicer shall make reasonable efforts in accordance with the customary and 
usual standards of practice of prudent mortgage servicers to collect all        
payments called for under the terms and provisions of the Mortgage Loans to the 
extent such procedures shall be consistent with this Agreement and the terms and
provisions of any related Required Insurance Policy. Consistent                 

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with the foregoing, the Servicer may in its discretion (i) waive any late       
payment charge (ii) modify any delinquent or defaulted 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), provided such
modification is consistent with the Servicing Standard and if in the Servicer's 
determination such modification is not materially adverse to the interests of   
the Certificateholders (taking into account any estimated loss that might result
absent such action) and is expected to minimize the loss of such Mortgage Loan, 
provided, however, that the Servicer shall not initiate new lending to such     
mortgagor through the trust and (iii) extend the due dates for payments due on a
Mortgage Note for a period not greater than [125] days; provided, however, that 
the Servicer cannot extend the maturity of any such Mortgage Loan past the date 
on which the final payment is due on the latest maturing Mortgage Loan in the   
applicable Loan Group as of the related Cut-off Date In the event of any such   
arrangement, the Servicer shall make Advances on the related Mortgage Loan in   
accordance with the provisions of Section 4.01 during the scheduled period in   
accordance with the amortization schedule of such Mortgage Loan without         
modification thereof by reason of such arrangements. The Servicer shall not be  
required to institute or join in litigation with respect to collection of any   
payment (whether under a Mortgage, Mortgage Note or otherwise or against any    
public or governmental authority with respect to a taking or condemnation) if it
reasonably believes that enforcing the provision of the Mortgage or other       
instrument pursuant to which such payment is required is prohibited by          
applicable law. The Servicer shall not sell any delinquent or defaulted Mortgage
Loan.                                                                           

           (b) The Servicer shall establish and maintain one or more Servicing
Accounts into which the Servicer shall deposit or cause to be deposited on a    
daily basis within [one] Business Day of receipt, the following payments and    
collections received by it in respect of Mortgage Loans subsequent to the       
related Cut-off Date (other than in respect of principal and interest due on the
Mortgage Loans on or before the related Cut-off Date):                          

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

            (ii) all payments on account of interest on the Mortgage
       Loans, net of the related Servicing Fee and, in cases where the
           Servicer maintains the Servicing Account, the related Servicer Fee;
and                                                     

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

    On or before the Withdrawal Date in each calendar month, the
Servicer shall (a) withdraw (or cause to be withdrawn and remitted to the       
Servicer) from the Servicing Account all amounts on deposit therein pursuant to 
clauses (i) and (ii) above (other than amounts attributable to a Principal      
Prepayment in Full) and (b) deposit such amounts in the Collection Account. On  
or before the Business Day in each calendar month following the deposit in the  
Servicing Account of amounts on deposit therein pursuant to clause (iii) above  
or pursuant to any Principal Prepayment in Full, the Servicer shall (a) withdraw
(or cause to be withdrawn and remitted to the                                   

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Servicer) such amounts from the Servicing Account and (b) deposit such amounts  
in the Collection Account.                                                      

          (c) The Servicer shall establish and maintain a Collection Account
into which the Servicer shall deposit, as and when required by paragraph (b) of 
this Section 3.06, all amounts required to be deposited in the Collection       
Account pursuant to that paragraph.                                             

           (d) The Servicer shall establish and maintain a Certificate Account
into which the Servicer shall deposit or cause to be deposited on a daily basis 
(i) within [one] Business Day of deposit in the Collection Account (in the case 
of items (i) through (iii) below) and (2) within [one] Business Day of receipt  
(in the case of all other items), except as otherwise specified herein, the     
following payments and collections received by it in respect of Mortgage Loans  
subsequent to the related Cut-off Date (other than in respect of principal and  
interest due on the Mortgage Loans on or before the related Cut-off Date) and   
the following amounts required to be deposited hereunder:                       

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

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

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

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

                        (v) any amounts required to be deposited by the Servicer
pursuant to Sections 3.12 and 3.14;         

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

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

                 (viii) any other amounts required to be deposited
hereunder; and                              

      (ix) all Prepayment Charges collected.

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

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

           (e) (i) The Trustee shall establish and maintain the Excess Reserve
Fund Account, on behalf of the Class X Certificateholders, to secure their      
limited recourse obligation to pay to the Adjustable Rate Certificateholders    
Basis Risk CarryForward Amounts.                                                

      (ii) On the Closing Date, the Depositor shall deposit into the
Excess Reserve Fund Account $[ ].                                   

      (iii) On each Distribution Date, the Trustee shall deposit the
  amount of any Basis Risk Payment for such date into the Excess Reserve
Fund Account.                                                       

        (iv) The Trustee shall invest amounts held in the Excess Reserve
    Fund Account only in Permitted Investments, which shall mature not later
   than the Business Day next preceding the next Distribution Date (except
      that if such Permitted Investment is an obligation of the institution that
   maintains such account, then such Permitted Investment shall mature not
  later than the next Distribution Date) and, in each case, shall not be
  sold or disposed of before its maturity. The Class X Certificateholder
     shall direct the Trustee in writing with respect to investment of amounts
     in the Excess Reserve Fund. In the absence of such written direction, all
     funds in the Excess Reserve Fund Account shall be invested by the Trustee
in the [ ] Cash Reserve Fund.                                       

       (f) (i) (A) On each Distribution Date the Required Reserve Fund
Deposit shall be deposited in the Excess Reserve Fund Account.                  

        (B) On each Distribution Date on which there exists a Basis Risk
CarryForward Amount on any Class of Certificates, the Trustee shall 
     withdraw from the Excess Reserve Fund Account amounts necessary to pay to
     such Class or Classes of Certificates the Basis Risk CarryForward Amount.
 Such payments shall be allocated to those Classes on a pro rata basis
     based upon the amount of Basis Risk CarryForward Amount owed to each such
     Class and shall be paid in the priority set forth in Section 4.02(iii)(i)
hereof.                                                             

          (ii) The Trustee shall account for the Excess Reserve Fund Account
as an outside reserve fund within the meaning of Treasury regulation
1.860G-2(h) and not an asset of any REMIC created pursuant to this  
Agreement. The owner of                                             

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     the Excess Reserve Fund Account is the Class X Certificateholder. For all
    Federal tax purposes, amounts transferred by the Upper Tier REMIC to the
Excess Reserve Fund Account shall be treated as distributions by the
Trustee to the Class X Certificateholder.                           

            (iii) Any Basis Risk CarryForward Amounts paid by the Trustee to the
    Adjustable Rate Certificateholders shall be accounted for by the Trustee
   as amounts paid to the Holders of the Class X Certificate. In addition,
the Trustee shall account for the Adjustable Rate Certificateholders
      rights to receive payments of Basis Risk CarryForward Amounts as rights in
a limited recourse interest rate cap contract written by the Class X
  Certificateholders in favor of the Adjustable Rate Certificateholders.

           (iv) Notwithstanding any provision contained in this Agreement, the
      Trustee shall not be required to make any payments from the Excess Reserve
Fund Account except as expressly set forth in this Section 3.06(f). 

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

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

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

            (iii) any other amounts deposited hereunder which are required to be
deposited in the Distribution Account.                              

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

    (h) (1) Each institution at which the Certificate Account or
Distribution Account is maintained shall invest the funds therein as directed in
writing by the Servicer in Permitted Investments, which shall mature not later  
than (i) in the case of the Certificate Account, the [second] Business Day next 
preceding the related Distribution Account Deposit Date (except that if such    
Permitted Investment is an obligation of the institution that maintains such    
account, then such Permitted Investment shall mature not later than the Business
Day next preceding such Distribution Account Deposit Date) and (ii) in the case 
of the Distribution Account, the Business Day next preceding the Distribution   
Date (except that if such Permitted Investment is an obligation of the          
institution that maintains such account, then such Permitted                    

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Investment shall mature not later than such Distribution Date) and, in each     
case, shall not be sold or disposed of prior to its maturity. All such Permitted
Investments shall be made in the name of the Trustee, for the benefit of the    
Certificateholders. All income and gain (net of any losses) realized from any   
such investment of funds on deposit in the Certificate Account or the           
Distribution Account shall be for the benefit of the Servicer as servicing      
compensation and shall be remitted to it monthly as provided herein. The amount 
of any realized losses in the Certificate Account or the Distribution Account   
incurred in any such account in respect of any such investments shall promptly  
be deposited by the Servicer in the Certificate Account or paid to the Trustee  
for deposit into the Distribution Account, as applicable. The Trustee shall not 
be liable for the amount of any loss incurred in respect of any investment or   
lack of investment of funds held in the Certificate Account or the Distribution 
Account and made in accordance with this Section 3.06.                          

      (2) The Trustee shall invest funds in the Capitalized Interest
Accounts or Pre-Funding Accounts as directed in writing by the Servicer in      
Permitted Investments, which shall mature not later than the Business Day next  
preceding the Distribution Date (except that if such Permitted Investment is an 
obligation of the institution that maintains such account, then such Permitted  
Investment shall mature not later than such Distribution Date) and, in each     
case, shall not be sold or disposed of prior to its maturity. All such Permitted
Investments shall be made in the name of the Trustee, for the benefit of the    
Certificateholders.                                                             

      (i) The Trustee shall establish and maintain, on behalf of the
Certificateholders, two separate accounts denominated the Group 1 Pre-Funding   
Account and the Group 2 Pre-Funding Account in the name of the Trustee. Each of 
the Pre-Funding Accounts shall be treated as an "outside reserve fund" under    
applicable Treasury regulations and shall not be part of any REMIC. Any         
investment earnings on the Pre-Funding Accounts shall be treated as owned by the
Seller and will be taxable to the Seller. The amount of any realized losses on  
Permitted Investments in the Pre-Funding Account shall promptly be deposited by 
Seller in the Pre-Funding Account. On the Closing Date the Seller shall remit $[
] to the Trustee for deposit in the Pre-Funding Accounts. The Trustee shall     
allocate (i) $[ ] of the such amount to the Group 1 Pre-Funding Account for the 
purchase of Subsequent Mortgage Loans to be included in Loan Group 1 and (ii) $[
] of the such amount to the Group 2 Pre-Funding Account for the purchase of     
Subsequent Mortgage Loans to be included in Loan Group 2.                       

  The Trustee shall establish and maintain, on behalf of the
Certificateholders, two separate accounts denominated the Group 1 Capitalized   
Interest Account and the Group 2 Capitalized Interest Account in the name of the
Trustee. Each of the Capitalized Interest Accounts shall be treated as an       
"outside reserve fund" under applicable Treasury regulations and shall not be   
part of the REMIC. Any investment earnings on the Capitalized Interest Accounts 
shall be treated as owned by the Seller and will be taxable to the Seller. The  
amount of any realized losses on Permitted Investments in the Capitalized       
Interest Account shall promptly be deposited by the Seller in the Capitalized   
Interest Account.                                                               

  On each Subsequent Transfer Date, upon satisfaction of the
conditions set forth in Section 2.09 hereof, the Trustee shall withdraw from the
related Pre-Funding Accounts an amount equal to [100]% of the aggregate of the  
Cut-off Date Principal Balances of the                                          

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Subsequent Mortgage Loans sold to the Trust Fund for inclusion in Loan Group 1  
or Loan Group 2, as the case may be, on such Subsequent Transfer Date and pay   
such amount to or upon the order of the Seller.                                 

      On the Business Day prior to the Distribution Date immediately
following the Remittance Period in which the Pre-Funding Period ends, the       
Trustee shall (i) withdraw the Unutilized Pre-Funding Amount, if any, from each 
of the Pre-Funding Accounts, (ii) promptly deposit each amount in the           
Distribution Account and (iii) distribute each amount to the related Certificate
Group on such Distribution Date pursuant to Section 4.02 hereof.                

        The amount deposited in the Distribution Account pursuant to the
preceding paragraph shall be net of any investment earnings on the amounts on   
deposit in the Pre-Funding Accounts.                                            

        On the Business Day prior to each Distribution Date, through the
Distribution Date immediately following the Remittance Period in which the      
Pre-Funding Period ends, the Trustee shall transfer from each Capitalized       
Interest Account to the Distribution Account the related Capitalized Interest   
Requirement and shall distribute such amount to the related Certificate Group on
such Distribution Date pursuant to Section 4.02 hereof. To the extent that a    
Capitalized Interest Requirement on any such Distribution Date exceeds the      
amounts on deposit in the related Capitalized Interest Account, the Trustee     
shall transfer to the Distribution Account, to the extent of such shortfall in  
the Capitalized Interest Requirement, the investment earnings on the amounts on 
deposit in the related Capitalized Interest Account and Pre-Funding Account. The
remaining investment earnings on deposit in the Capitalized Interest Account and
the Pre-Funding Account shall be transferred to the Seller.                     

           All amounts, if any, remaining in the Capitalized Interest Accounts
and any investment earnings remaining in the Pre-Funding Accounts on the        
Distribution Date following the Remittance Period in which the Pre-Funding      
Period ends shall be transferred to the Seller.                                 

           (j) The Servicer shall give notice to the Trustee, the Seller, each
Rating Agency and the Depositor of any proposed change of the location of the   
Certificate Account and the Collection Account not later than [30] days and not 
more than [45] days prior to any change thereof.                                

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

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

            (b) Withdrawals of amounts so collected from the Escrow Accounts may
be made only to effect timely payment of taxes, assessments, hazard insurance   
premiums, condominium or PUD association dues, or comparable items, to reimburse
(without duplication)                                                           

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the Servicer out of related collections for any payments made pursuant to       
Sections 3.12 (with respect to taxes and assessments and insurance premiums) and
3.13 (with respect to hazard insurance), to refund to any Mortgagors any sums   
determined to be overages, to pay interest, if required by law or the terms of  
the related Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow  
Account or to clear and terminate the Escrow Account at the termination of this 
Agreement in accordance with Section 9.01. The Escrow Accounts shall not be a   
part of the Trust Fund.                                                         

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

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

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

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

         SECTION 3.09. Permitted Withdrawals from the Certificate Account,
                        the Distribution Account and the Excess Reserve Fund
Account.                    

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

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

                 (ii) to reimburse the Servicer for unreimbursed Advances made
          by it, such right of reimbursement pursuant to this subclause (ii)
being limited to                                        

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         amounts received on the Mortgage Loan(s) in respect of which such
Advance was made;                                       

                  (iii) to reimburse the Servicer for any Nonrecoverable Advance
previously made;                                        

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

                (v) to reimburse the Servicer for (a) unreimbursed Servicing
        Advances, the Servicer's right to reimbursement pursuant to this
     clause (a) with respect to any Mortgage Loan being limited to
     amounts received on such Mortgage Loan(s) that represent late
    recoveries of the payments for which such advances were made
   pursuant to Section 3.01 or Section 3.07 and (b) for unpaid
Servicing Fees as provided in Section 3.12;             

               (vi) to pay to the purchaser, with respect to each Mortgage
            Loan or property acquired in respect thereof that has been purchased
            pursuant to Section 2.02, 2.03 or 3.14, all amounts received thereon
after the date of such purchase;                        

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

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

                 (ix) on or prior to the Distribution Account Deposit Date, to
            withdraw an amount equal to (1) the related Available Funds for both
          Loan Groups and the Trustee Fee for such Distribution Date, to the
         extent on deposit, and (2) the Prepayment Charges on deposit, and
        remit such amount to the Trustee for deposit in the Distribution
Account; and                                            

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

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

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

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

       (ii) to pay to the Servicer as additional servicing
           compensation earnings on or investment income with respect to funds
in the Distribution Account;                            

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

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

         (c) On each Distribution Date, the Trustee shall make withdrawals
from the Excess Reserve Fund Account for deposit in the Distribution Account an 
amount equal to the amount required pursuant to Section 3.06(f) above. On the   
earlier of (i) the Distribution Date on which all of the Adjustable Rate        
Certificates are reduced to zero and (ii) the termination of this Agreement     
pursuant to Section 9.01, any amount remaining on deposit in the Excess Reserve 
Fund Account after giving effect to the requirements of the preceding sentence  
shall be withdrawn by the Trustee and paid to the Class X Certificateholders.   

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

           (a) The Servicer shall maintain or cause to be maintained, for each
Mortgage Loan, hazard insurance with extended coverage in an amount that is at  
least equal to the lesser of (i) the maximum insurable value of the improvements
securing such Mortgage Loan or (ii) the greater of (y) the outstanding principal
balance of the Mortgage Loan and (z) an amount such that the proceeds of such   
policy shall be sufficient to prevent the Mortgagor and/or the mortgagee from   
becoming a co-insurer. Each such policy of standard hazard insurance shall      
contain, or have an accompanying endorsement that contains, a standard mortgagee
clause. Any amounts collected under any such policies (other than the amounts to
be applied to the restoration or repair of the related Mortgaged Property or    
amounts released to the Mortgagor in accordance with the Servicer's normal      
servicing procedures) shall be deposited in the Certificate Account. Any cost   
incurred in maintaining any such insurance shall not, for the purpose of        
calculating monthly distributions to the Certificateholders or remittances to   
the Trustee for their benefit, be added to the principal balance of the Mortgage
Loan, notwithstanding that the terms of the Mortgage Loan so permit. Such costs 
shall be recoverable by the Servicer out of late payments by the related        
Mortgagor or out of Liquidation Proceeds to the extent permitted by Section     
3.09. It is understood and agreed that no earthquake or other additional        
insurance is to be required of any Mortgagor or maintained on property acquired 
in respect of a Mortgage other than pursuant to such applicable laws and        
regulations as shall at any time be in force and as shall require such          
additional insurance. If the Mortgaged Property is located at the time of       
origination of the Mortgage Loan in a federally designated special flood hazard 
area and such area is participating in the national flood insurance program, the
Servicer shall cause flood insurance to be maintained with respect to such      
Mortgage Loan. Such flood insurance shall be in an amount equal to the least of 
(i) the original principal balance of the related Mortgage Loan, (ii) the       
replacement value of the improvements which are part of such Mortgaged Property,
and (iii) the                                                                   

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maximum amount of such insurance available for the related Mortgaged Property   
under the national flood insurance program.                                     

          In the event that the Servicer shall obtain and maintain a blanket
policy insuring against hazard losses on all of the Mortgage Loans, it shall    
conclusively be deemed to have satisfied its obligations as set forth in the    
first sentence of this Section 3.10, it being understood and agreed that such   
policy may contain a deductible clause on terms substantially equivalent to     
those commercially available and maintained by comparable servicers. If such    
policy contains a deductible clause, the Servicer shall, in the event that there
shall not have been maintained on the related Mortgaged Property a policy       
complying with the first sentence of this Section 3.10, and there shall have    
been a loss that would have been covered by such policy, deposit in the         
Certificate Account the amount not otherwise payable under the blanket policy   
because of such deductible clause. In connection with its activities as Servicer
of the Mortgage Loans, the Servicer agrees to present, on behalf of itself, the 
Depositor, and the Trustee for the benefit of the Certificateholders, claims    
under any such blanket policy.                                                  

        (b) The Servicer shall not take any action which would result in
non-coverage under any applicable Primary Insurance Policy of any loss which,   
but for the actions of the Servicer, would have been covered thereunder. The    
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy  
that is in effect at the date of the initial issuance of the Certificates and is
required to be kept in force hereunder unless the replacement Primary Insurance 
Policy for such canceled or non-renewed policy is maintained with a Qualified   
Insurer. The Servicer shall not be required to maintain any Primary Insurance   
Policy (i) with respect to any Mortgage Loan with a Loan-to-Value Ratio of      
Combined Loan-to-Value Ratio (as applicable) less than or equal to [80]% as of  
any date of determination or, based on a new appraisal, the principal balance of
such Mortgage Loan represents [80]% or less of the new Appraised Value or (ii)  
if maintaining such Primary Insurance Policy is prohibited by applicable law.   
The Servicer agrees, to the extent permitted by applicable law, to effect the   
timely payment of the premiums on each Primary Insurance Policy, and such costs 
not otherwise recoverable shall be recoverable by the Servicer from the related 
liquidation proceeds.                                                           

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

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

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

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not adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Servicer is not required to exercise such    
rights with respect to a Mortgage Loan if the Person to whom the related        
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not    
otherwise so required under such Mortgage Note or Mortgage as a condition to    
such transfer. In the event that (i) the Servicer is prohibited by law from     
enforcing any such due-on-sale clause, (ii) coverage under any Required         
Insurance Policy would be adversely affected, (iii) the Mortgage Note does not  
include a due-on-sale clause or (iv) nonenforcement is otherwise permitted      
hereunder, the Servicer is authorized, subject to Section 3.11(b), to take or   
enter into an assumption and modification agreement from or with the person to  
whom such property has been or is about to be conveyed, pursuant to which such  
person becomes liable under the Mortgage Note and, unless prohibited by         
applicable state law, the Mortgagor remains liable thereon, provided that the   
Mortgage Loan shall continue to be covered (if so covered before the Servicer   
enters such agreement) by the applicable Required Insurance Policies. The       
Servicer, subject to Section 3.11(b), is also authorized with the prior approval
of the insurers under any Required Insurance Policies to enter into a           
substitution of liability agreement with such Person, pursuant to which the     
original Mortgagor is released from liability and such Person is substituted as 
Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the       
foregoing, the Servicer shall not be deemed to be in default under this Section 
3.11 by reason of any transfer or assumption which the Servicer reasonably      
believes it is restricted by law from preventing, for any reason whatsoever.    

            (b) Subject to the Servicer's duty to enforce any due-on-sale clause
to the extent set forth in Section 3.11(a), in any case in which a Mortgaged    
Property has been conveyed to a Person by a Mortgagor, and such Person is to    
enter into an assumption agreement or modification agreement or supplement to   
the Mortgage Note or Mortgage that requires the signature of the Trustee, or if 
an instrument of release signed by the Trustee is required releasing the        
Mortgagor from liability on the Mortgage Loan, the Servicer shall prepare and   
deliver or cause to be prepared and delivered to the Trustee for signature and  
shall direct, in writing, the Trustee to execute the assumption agreement with  
the Person to whom the Mortgaged Property is to be conveyed and such            
modification agreement or supplement to the Mortgage Note or Mortgage or other  
instruments as are reasonable or necessary to carry out the terms of the        
Mortgage Note or Mortgage or otherwise to comply with any applicable laws       
regarding assumptions or the transfer of the Mortgaged Property to such Person. 
In connection with any such assumption, no material term of the Mortgage Note   
may be changed. In addition, the substitute Mortgagor and the Mortgaged Property
must be acceptable to the Servicer in accordance with its underwriting standards
as then in effect. Together with each such substitution, assumption or other    
agreement or instrument delivered to the Trustee for execution by it, the       
Servicer shall deliver an Officer's Certificate signed by a Servicing Officer   
stating that the requirements of this subsection have been met in connection    
therewith. The Servicer shall notify the Trustee that any such substitution or  
assumption agreement has been completed by forwarding to the Trustee the        
original of such substitution or assumption agreement, which in the case of the 
original shall be added to the related Mortgage File and shall, for all         
purposes, be considered a part of such Mortgage File to the same extent as all  
other documents and instruments constituting a part thereof. Any fee collected  
by the Servicer for entering into an                                            

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assumption or substitution of liability agreement will be retained by the       
Servicer as additional servicing compensation.                                  

           SECTION 3.12. Realization Upon Defaulted Mortgage Loans; Repurchase
of Certain Mortgage Loans.  

            (a) The Servicer shall use reasonable efforts in accordance with the
Servicing Standard to foreclose upon or otherwise comparably convert the        
ownership of Mortgaged Properties in respect of which the related Mortgage Loans
as come into and continue in default and as to which no satisfactory            
arrangements can be made for collection of delinquent payments. In connection   
with such foreclosure or other conversion, the Servicer shall follow the        
Servicing Standard and shall follow the requirements of the insurer under any   
Required Insurance Policy. Notwithstanding the foregoing, the Servicer shall not
be required to expend its own funds in connection with any foreclosure or       
towards the restoration of any property unless it shall determine (i) that such 
restoration and/or foreclosure will increase the proceeds of liquidation of the 
Mortgage Loan after reimbursement to itself of such expenses and (ii) that such 
expenses will be recoverable to it through Liquidation Proceeds (respecting     
which it shall have priority for purposes of withdrawals from the Certificate   
Account). The Servicer shall be responsible for all other costs and expenses    
incurred by it in any such proceedings; provided, however, that it shall be     
entitled to reimbursement thereof from the liquidation proceeds with respect to 
the related Mortgaged Property, as provided in the definition of Liquidation    
Proceeds. If the Servicer has knowledge that a Mortgaged Property which the     
Servicer is contemplating acquiring in foreclosure or by deed in lieu of        
foreclosure is located within a 1 mile radius of any site listed in the         
Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other 
site with environmental or hazardous waste risks known to the Servicer, the     
Servicer will, prior to acquiring the Mortgaged Property, consider such risks   
and only take action in accordance with its established environmental review    
procedures. [The Servicer shall not foreclose any Mortgaged Property or accept a
deed in lieu of foreclosure for any Mortgaged Property if the Servicer has      
actual knowledge or notice that the Mortgaged Property contains material        
hazardous wastes or substances subject to the Hazardous Substance Clean Up Bond 
Act of 1984.]                                                                   

         With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the                
Certificateholders, or its nominee, on behalf of the Certificateholders. The    
Trustee's name shall be placed on the title to such REO Property solely as the  
Trustee hereunder and not in its individual capacity. The Servicer shall ensure 
that the title to such REO Property references the Pooling and Servicing        
Agreement and the Trustee's capacity hereunder. Pursuant to its efforts to sell 
such REO Property, the Servicer shall either itself or through an agent selected
by the Servicer protect and conserve such REO Property in accordance with the   
Servicing Standard and may, incident to its conservation and protection of the  
interests of the Certificateholders, rent the same, or any part thereof, as the 
Servicer deems to be in the best interest of the Certificateholders for the     
period prior to the sale of such REO Property. The Servicer shall prepare for   
and deliver to the Trustee a statement with respect to each REO Property that   
has been rented showing the aggregate rental income received and all expenses   
incurred in connection with the management and maintenance of such REO Property 
at such times as is necessary to enable the Trustee to comply with the reporting
requirements of the REMIC Provisions. The net monthly rental income, if any,    
from such REO Property shall be deposited in the Certificate Account no later   
than the close of business on each Determination                                

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Date. The Servicer shall perform the tax reporting and withholding required by  
Sections 1445 and 6050J of the Code with respect to foreclosures and            
abandonments, the tax reporting required by Section 6050H of the Code with      
respect to the receipt of mortgage interest from individuals and, if required by
Section 6050P of the Code with respect to the cancellation of indebtedness by   
certain financial entities, by preparing such tax and information returns as may
be required, in the form required, and delivering the same to the Trustee for   
filing.                                                                         

            [In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a    
Mortgage Loan, the Servicer shall dispose of such Mortgaged Property prior to   
three years after its acquisition by the Trust Fund unless the Trustee shall    
have been supplied with an Opinion of Counsel to the effect that the holding by 
the Trust Fund of such Mortgaged Property subsequent to such two-year period    
will not result in the imposition of taxes on "prohibited transactions" on any  
REMIC as defined in section 860F of the Code or cause any REMIC to fail to      
qualify as a REMIC at any time that any Certificates are outstanding, in which  
case the Trust Fund may continue to hold such Mortgaged Property (subject to any
conditions contained in such Opinion of Counsel).] Notwithstanding any other    
provision of this Agreement, no Mortgaged Property acquired by the Trust Fund   
shall be rented (or allowed to continue to be rented) or otherwise used for the 
production of income by or on behalf of the Trust Fund in such a manner or      
pursuant to any terms that would (i) cause such Mortgaged Property to fail to   
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of   
the Code or (ii) subject any REMIC to the imposition of any federal, state or   
local income taxes on the income earned from such Mortgaged Property under      
Section 860G(c) of the Code or otherwise, unless the Servicer has agreed to     
indemnify and hold harmless the Trust Fund with respect to the imposition of any
such taxes.                                                                     

         The decision of the Servicer to foreclose on a defaulted Mortgage
Loan shall be subject to a determination by the Servicer that the proceeds of   
such foreclosure would exceed the costs and expenses of bringing such a         
proceeding. The income earned from the maintenance of any REO Properties, net of
reimbursement to the Servicer for expenses incurred (including any property or  
other taxes) in connection with such maintenance and net of unreimbursed        
Servicing Fees, Advances and Servicing Advances, shall be applied to the payment
of principal of and interest on the related defaulted Mortgage Loans (with      
interest accruing as though such Mortgage Loans were still current and          
adjustments, if applicable, to the Mortgage Rate were being made in accordance  
with the terms of the Mortgage Note) and all such proceeds shall be deemed, for 
all purposes in this Agreement, to be payments on account of principal and      
interest on the related Mortgage Notes and shall be deposited into the          
Certificate Account. To the extent the net income received during any calendar  
month is in excess of the amount attributable to amortizing principal and       
accrued interest at the related Mortgage Rate on the related Mortgage Loan for  
such calendar month, such excess shall be considered to be a partial prepayment 
of principal of the related Mortgage Loan.                                      

            The proceeds from any liquidation of a Mortgage Loan, as well as any
income from an REO Property, will be applied in the following order of priority:
first, to reimburse the Servicer for any related unreimbursed Servicing Advances
or Servicing Fees, as applicable; second, to reimburse the Servicer, as         
applicable, and to reimburse the Certificate Account for any Nonrecoverable     
Advances (or portions thereof) that were previously withdrawn by the Servicer   
pursuant to Section 3.09(a)(ii) that related to such Mortgage Loan; third, to   
accrued and unpaid                                                              

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interest (to the extent no Advance has been made for such amount or any such    
Advance has been reimbursed) on the Mortgage Loan or related REO Property, at   
the Adjusted Net Mortgage Rate through the Remittance Period preceding the      
Distribution Date on which such amounts are required to be distributed; and     
fourth, as a recovery of principal of the Mortgage Loan. Excess Proceeds, if    
any, from the liquidation of a Liquidated Mortgage Loan will be retained by the 
Servicer as additional servicing compensation pursuant to Section 3.15.         

         (b) The Servicer may agree to a modification of any Mortgage Loan
(the "Relevant Mortgage Loan") upon the request of the related Mortgagor,       
provided that the modification is in lieu of a refinancing and the Mortgage Rate
on the Relevant Mortgage Loan, as modified, is approximately a prevailing market
rate for newly-originated mortgage loans having similar terms and (ii) the      
Servicer purchases the Relevant Mortgage Loan from the Trust Fund as described  
below. Effective immediately after such modification, and, in any event, on the 
same Business Day on which the modification occurs, all right, title and        
interest of the Trustee in and to the Modified Mortgage Loan shall automatically
be deemed transferred and assigned to the Servicer and all benefits and burdens 
of ownership thereof, including without limitation the right to accrued interest
thereon from and including the date of modification and the risk of default     
thereon, shall pass to the Servicer. The Servicer shall promptly deliver to the 
Trustee a certification of a Servicing Officer to the effect that all           
requirements of the first paragraph of this subsection (c) have been satisfied  
with respect to such Modified Mortgage Loan.                                    

      The Servicer shall deposit the Purchase Price for any Modified
Mortgage Loan in the Certificate Account pursuant to Section 3.06 within [one]  
Business Day after the purchase of such Modified Mortgage Loan. Upon receipt by 
the Trustee of written notification of any such deposit signed by a Servicing   
Officer, the Trustee shall release to the Servicer the related Mortgage File and
shall execute and deliver such instruments of transfer or assignment, in each   
case without recourse, as shall be necessary to vest in the Servicer any        
Modified Mortgage Loan previously transferred and assigned pursuant hereto.     

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

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

            Upon the payment in full of any Mortgage Loan, or the receipt by the
Servicer of a notification that payment in full will be escrowed in a manner    
customary for such purposes, the Servicer will immediately notify the Trustee by
delivering, or causing to be delivered, a "Request                              

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

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

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

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

     The Servicer shall account fully to the Trustee for any funds
received by the Servicer or which otherwise are collected by the Servicer as    
Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All 
Mortgage Files and funds collected or held by, or under the control of, the     
Servicer in respect of any Mortgage Loans, whether from the collection of       
principal and interest payments or from Liquidation Proceeds, including but not 
limited to, any funds on deposit in the Certificate Account, shall be held by   
the Servicer for and on behalf of the Trustee and shall be and remain the sole  
and exclusive property of the Trustee, subject to the applicable provisions of  
this Agreement. The Servicer also agrees that it shall not create, incur or     
subject any Mortgage File or any funds that are deposited in the Certificate    
Account, the Collection Account, Distribution Account or any Escrow Account, or 
any funds that otherwise are or may become due or payable to the Trustee for the
benefit of the Certificateholders, to any claim, lien, security interest,       
judgment, levy, writ of attachment or other encumbrance, or assert              

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by legal action or otherwise any claim or right of setoff against any Mortgage  
File or any funds collected on, or in connection with, a Mortgage Loan, except, 
however, that the Servicer shall be entitled to set off against and deduct from 
any such funds any amounts that are properly due and payable to the Servicer    
under this Agreement.                                                           

SECTION 3.15. Servicing Compensation.                   

           As compensation for its activities hereunder, the Servicer shall be
entitled to retain or withdraw from the Servicing Account, the Collection       
Account or the Certificate Account an amount equal to the Servicing Fee for each
Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, 
the Servicing Fee payable to the Servicer shall be reduced by an amount equal to
the aggregate of the Prepayment Interest Shortfalls, if any, with respect to    
such Distribution Date; provided, however, that the reduction for any           
Distribution Date shall not exceed the aggregate Compensating Interest for such 
Distribution Date.                                                              

          The Servicer shall also be entitled to retain or withdraw from the
Servicing Account, the Collection Account or the Certificate Account an amount  
equal to the Servicing Fee for each Mortgage Loan for the related Distribution  
Date. In cases where a Mortgage Loan is being directly serviced by the Servicer,
the Servicer shall be entitled to retain such amount for its own account as     
compensation for performing such services.                                      

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

SECTION 3.16. Access to Certain Documentation.          

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

SECTION 3.17. Annual Statement as to Compliance.        

        (a) By March 1st of each year, commencing with [ ], the Servicer
shall deliver to the Depositor and the Trustee on or before March 15 of each    
year, commencing with its 2007 fiscal year, an Officer's Certificate signed by  
two servicing officers stating, as to the                                       

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signer thereof, that (i) a review of the activities of the Servicer during the  
preceding calendar year (or applicable portion thereof) and of the performance  
of the Servicer under this Agreement has been made under such officer's         
supervision, and (ii) to the best of such officer's knowledge, based on such    
review, the Servicer has fulfilled all its obligations under this Agreement, in 
all material respects throughout such year (or applicable portion thereof), or, 
if there has been a failure to fulfill any such obligation in any material      
respect, specifying each such failure known to such officer and the nature and  
status thereof. The Trustee shall forward a copy of each such statement to each 
Rating Agency.                                                                  

(b) [Reserved].                                         

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

SECTION 3.18. [Reserved].                               

     SECTION 3.19. Errors and Omissions Insurance; Fidelity Bonds.

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

SECTION 3.20. Notification of Adjustments               

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

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   SECTION 3.21. Covenants and Representations of the Servicer
 Regarding Prepayment Charges.

          (a) The Servicer will not waive any Prepayment Charge or part of a
Prepayment Charge unless the waiver relates to a default or a reasonably        
foreseeable default, the collection of any Prepayment Charge would violate any  
relevant law or regulation or the waiving of the Prepayment Charge would        
otherwise benefit the Trust Fund and it is expected that thewaiver would        
maximize recovery of total proceeds taking into account the value of such       
Prepayment Charge and related Mortgage Loan and doing so is standard and        
customary in servicing similar Mortgage Loans (including any waiver of a        
Prepayment Charge in connection with a refinancing of a Mortgage Loan that is   
related to a default or a reasonably foreseeable default) and in no event will  
it waive a prepayment Charge in connection with a refinancing of a Mortgage Loan
that is not related to a default or a reasonably foreseeable default.           

       (b) The Seller represents and warrants to the Depositor and the
Trustee, as of the Closing Date, that the information set forth in the          
Prepayment Charge Schedule (including the prepayment charge summary attached    
thereto) is complete, true and correct in all material respects at the date or  
dates respecting which such information is furnished and each Prepayment Charge 
is permissible and enforceable in accordance with its terms (except to the      
extent that the enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors' rights   
generally) under applicable state law.                                          

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

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ARTICLE IV

 DISTRIBUTIONS AND
ADVANCES BY THE SERVICER

SECTION 4.01. Advances.                                 

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

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

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

SECTION 4.02. Priorities of Distribution.               

          On each Distribution Date, the Trustee will make the disbursements
and transfers from amounts then on deposit in the Distribution Account in the   
following order of priority for each Certificate Group and, in each case, to the
extent of the related Available Funds remaining:                                

      (i) to the holders of each Class of Certificates in the following order of
priority:                                                                       

          (a) to the Class A Certificates for the related Certificate Group,
the related Accrued Certificate Interest Distribution Amount and any
Unpaid Interest Amounts for such Distribution Date;                 

        (b) to the Class M-1 Certificates of such Certificate Group, the
   Accrued Certificate Interest Distribution Amount for such Class on such
Distribution Date;                                                  

        (c) to the Class M-2 Certificates of such Certificate Group, the
   Accrued Certificate Interest Distribution Amount for such Class on such
Distribution Date;                                                  

      (d) to the Class B Certificates of such Certificate Group, the
   Accrued Certificate Interest Distribution Amount for such Class on such
Distribution Date;                                                  

    (ii) A. with respect to each Certificate Group on each Distribution Date
(a) before the related Stepdown Date or (b) with respect to which a Trigger     
Event is in effect, to the holders of the related Class or Classes of Offered   
Certificates then entitled to distributions of principal as set forth below, an 
amount equal to the related Principal Distribution Amount in the following order
of priority:                                                                    

            (x) (1) in the case of the Group 1 Certificates, sequentially to the
    Class R and Class AF-1 Certificates, in that order until the
  respective Class Certificate Balances are reduced to zero;

      (2) in the case of the Group 2 Certificates, to the Class AV-1
           Certificates until the Class Certificate Balance thereof is reduced
to zero;                                                

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         (y) for each Certificate Group, sequentially to the related Class
         M-1, Class M-2 and Class B Certificates, in that order, until the
  respective Class Certificate Balances are reduced to zero;

  B.  on each Distribution Date (a) on and after the related
Stepdown Date and (b) as long as a Trigger Event is not in effect, to the       
holders of the related Class or Classes of Offered Certificates then entitled to
distribution of principal an amount equal to, in the aggregate, the related     
Principal Distribution Amount in the following amounts and order of priority:   

           (a) the lesser of (x) the Principal Distribution Amount and (y) the
      Class A Principal Distribution Amount, in the following order of priority:

      (1) in the case of the Group 1 Certificates, to the Class AF-1
            Certificates, until the Class Certificate Balance thereof is reduced
to zero;                                                

      (2) in the case of the Group 2 Certificates, to the Class AV-1
           Certificates until the Class Certificate Balance thereof is reduced
to zero;                                                

          (b) the lesser of (x) the excess of (i) the Principal Distribution
     Amount over (ii) the amount distributed to the Class A Certificateholders
    in clause (ii) B. (a) above and (y) the Class M-1 Principal Distribution
   Amount to the Class M-1 Certificateholders, until the Class Certificate
Balance thereof has been reduced to zero;                           

          (c) the lesser of (x) the excess of (i) the Principal Distribution
     Amount over (ii) the amount distributed to the Class A Certificateholders
   in clause (ii) B. (a) above and to the Class M-1 Certificates in clause
    (ii) B. (b) above and (y) the Class M-2 Principal Distribution Amount to
 the Class M-2 Certificateholders, until the Class Certificate Balance
thereof has been reduced to zero;                                   

          (d) the lesser of (x) the excess of (i) the Principal Distribution
     Amount over (ii) the amount distributed to the Class A Certificateholders
     in clause (ii) B. (a) above, to the Class M-1 Certificates in clause (ii)
      B. (b) above and to the Class M-2 Certificates in clause (ii) B. (c) above
and (y) the Class B Principal Distribution Amount to the Class B    
    Certificateholders, until the Class Certificate Balance thereof has been
reduced to zero;                                                    

      (iii) any amount remaining after the distributions in clauses (i) and (ii)
above shall be distributed in the following order of priority with respect to   
the Certificates in the related Certificate Group:                              

    (a) to fund the Extra Principal Distribution Amount for such
     Distribution Date to be paid as a component of the Principal Distribution
   Amount in the same order of priority as described in clause (ii) above;

    (b) to the holders of the Class M-1 Certificates, any Unpaid
Interest Amounts for such Class;                                    

    (c) to the holders of the Class M-1 Certificates, any Unpaid
Realized Loss Amount for such Class;                                

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    (d) to the holders of the Class M-2 Certificates, any Unpaid
Interest Amounts for such Class;                                    

    (e) to the holders of the Class M-2 Certificates, any Unpaid
Realized Loss Amount for such Class;                                

           (f) to the holders of the Class B Certificates, any Unpaid Interest
Amounts for such Class;                                             

           (g) to the holders of the Class B Certificates, any Unpaid Realized
Loss Amount for such Class;                                         

            (h) to the Excess Reserve Fund Account, the amount of any Basis Risk
Payment for such Distribution Date;                                 

        (i) from funds on deposit in the Excess Reserve Fund Account, an
  amount equal to any Basis Risk CarryForward Amount with respect to any
 Adjustable Rate Certificate for such Distribution Date to the Group 2
    Certificates in the same order and priority in which Accrued Certificate
Interest is allocated among those Classes of Certificates;          

  (j) to the holders of the Class X Certificate, the Class X
Distributable Amount; and                                           

  (iv) to the holders of the Class R Certificates, any remaining amount.

      On each Distribution Date, all amounts representing Prepayment
Charges and Servicer Prepayment Charge Payment Amounts from the Mortgage Loans  
in each Loan Group received during the related Prepayment Period will be        
distributed to the holders of the Class X Certificates.                         

SECTION 4.03. Monthly Statements to Certificateholders. 

            (a) Not later than each Distribution Date, the Trustee shall prepare
and cause to be forwarded by first class mail to each Certificateholder, the    
Servicer and the Depositor a statement setting forth with respect to the related
distribution the information contained in Exhibit P.                            

  For the purposes of determining delinquency periods in reporting under
(ix) above, for any monthly statement a Mortgage Loan's delinquency period shall
be determined as of the Due Date falling in the month in which the monthly      
statement is provided and a Mortgage Loan is first delinquent only after the    
first Due Date following the Due Date for which any part of a Scheduled Payment 
has not been paid, and each calendar month shall be treated as having 30 days.  
Thus, for the July monthly statement a Mortgage Loan whose June Due Date payment
has not been paid by the July Due Date is not delinquent. On the day after the  
July Due Date it would be one day delinquent. A Mortgage Loan whose May Due Date
payment has not been paid by the July Due Date is 30 days past due as of the    
July Due Date, and would be reported as such in the July monthly statement.     

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    If the statement is not accessible to any of the Certificateholders, the
Servicer, the Depositor any Rating Agency on the Trustee's Internet website, the
Trustee shall forward a hard copy of it to each Certificateholder, the Servicer,
the Depositor and each Rating Agency immediately after the Trustee becomes aware
that it is not accessible to any of them via its website. The address of the    
Trustee's Internet website where the statement will be accessible is [ ].       
Assistance in using the Trustee's internet website may be obtained by calling   
the Trustee's customer service desk at [ ]. The Trustee shall notify each       
Certificateholder, the Servicer, the Depositor, and each Rating Agency in       
writing of any change in the address or means of access to the Internet website 
where the statement is accessible.                                              

 (b) The Trustee's responsibility for disbursing the above
information to the Certificateholders is limited to the availability, timeliness
and accuracy of the information derived from the Servicer. The Trustee will send
a copy of each statement provided pursuant to this Section 4.03 to each Rating  
Agency (including [S&P's Residential Structured Finance Department, Attention:  
Ms. Beth Rubino]) by first class mail.                                          

    (c) Within a reasonable period of time after the end of each
calendar year, the Trustee shall cause to be furnished to each Person who at any
time during the calendar year was a Certificateholder, a statement containing   
the information set forth in clauses (a)(i), (a)(ii) and (a)(vii) of this       
Section 4.03 aggregated for such calendar year or applicable portion thereof    
during which such Person was a Certificateholder. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially         
comparable information shall be provided by the Trustee pursuant to any         
requirements of the Code as from time to time in effect.                        

SECTION 4.04. [Reserved]                                

SECTION 4.05. [Reserved]                                

SECTION 4.06. [Reserved]                                

      SECTION 4.07. Certain Matters Relating to the Determination of
LIBOR.                      

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

           The Pass-Through Rate for each Class of LIBOR Certificates for each
Interest Accrual Period shall be determined by the Trustee on each LIBOR        
Determination Date so long as the LIBOR Certificates are outstanding on the     
basis of LIBOR and the respective formulae                                      

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appearing in footnotes corresponding to the LIBOR Certificates in the table     
relating to the Certificates in the Preliminary Statement. The Trustee shall not
have any liability or responsibility to any Person for its inability, following 
a good-faith reasonable effort, to obtain quotations from the Reference Banks or
to determine the arithmetic mean referred to in the definition of LIBOR, all as 
provided for in this Section 4.07 and the definition of LIBOR. The establishment
of LIBOR and each Pass-Through Rate for the LIBOR Certificates by the Trustee   
shall (in the absence of manifest error) be final, conclusive and binding upon  
each Holder of a Certificate and the Trustee.                                   

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ARTICLE V 

THE CERTIFICATES

SECTION 5.01. The Certificates.                         

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

        Subject to Section 9.02 respecting the final distribution on the
Certificates, on each Distribution Date the Trustee shall make distributions to 
each Certificateholder of record on the preceding Record Date either (x) by wire
transfer in immediately available funds to the account of such holder at a bank 
or other entity having appropriate facilities therefor, if (i) such Holder has  
so notified the Trustee at least [five] Business Days prior to the related      
Record Date and (ii) such Holder shall hold (A) [100]% of the Class Certificate 
Balance of any Class of Certificates or (B) Certificates of any Class with      
aggregate principal Denominations of not less than $1,000,000 or (y) by check   
mailed by first class mail to such Certificateholder at the address of such     
holder appearing in the Certificate Register.                                   

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

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

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

    (a) The Trustee shall maintain, or cause to be maintained in
accordance with the provisions of Section 5.06, a Certificate Register for the  
Trust Fund in which, subject to the provisions of subsections (b) and (c) below 
and to such reasonable regulations as it may prescribe, the Trustee shall       
provide for the registration of Certificates and of transfers and exchanges of  
Certificates as herein provided. Upon surrender for registration of transfer of 
any                                                                             

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Certificate, the Trustee shall execute and deliver, in the name of the          
designated transferee or transferees, one or more new Certificates of the same  
Class and aggregate Percentage Interest.                                        

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

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

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

          (b) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the      
Securities Act and any applicable state securities laws or is exempt from the   
registration requirements under said Act and such state securities laws. In the 
event that a transfer is to be made in reliance upon an exemption from the      
Securities Act and such laws, in order to assure compliance with the Securities 
Act and such laws, the Certificateholder desiring to effect such transfer shall 
certify to the Trustee in writing the facts surrounding the transfer in         
substantially the form set forth in Exhibit J (the "Transferor Certificate") and
either (i) there shall be delivered to the Trustee a letter in substantially the
form of Exhibit L (the "Rule 144A Letter") or (ii) there shall be delivered to  
the Trustee at the expense of the transferor an Opinion of Counsel that such    
transfer may be made without registration under the Securities Act. The         
Depositor shall provide to any Holder of a Private Certificate and any          
prospective transferee designated by any such Holder, information regarding the 
related Certificates and the Mortgage Loans and such other information as shall 
be necessary to satisfy the condition to eligibility set forth in Rule          
144A(d)(4) for transfer of any such Certificate without registration thereof    
under the Securities Act pursuant to the registration exemption provided by Rule
144A. The Trustee and the Servicer shall cooperate with the Depositor in        
providing the Rule 144A information referenced in the preceding sentence,       
including providing to the Depositor such information regarding the             
Certificates, the Mortgage Loans and other matters regarding the Trust Fund as  
the Depositor shall reasonably request to meet its obligation under the         
preceding sentence. Each Holder of a Private Certificate desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee and the         
Depositor, the Seller and the Servicer against any liability that may result if 
the transfer is not so exempt or is not made in accordance with such federal and
state laws.                                                                     

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           No transfer of an ERISA-Restricted Certificate shall be made unless
the Trustee shall have received either (i) a representation from the transferee 
of such Certificate acceptable to and in form and substance satisfactory to the 
Trustee (in the event such Certificate is a Private Certificate or a Residual   
Certificate, such requirement is satisfied only by the Trustee's receipt of a   
representation letter from the transferee substantially in the form of Exhibit  
L), to the effect that such transferee is not an employee benefit plan or       
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code, nor a person acting on behalf of any such plan or arrangement nor     
using the assets of any such plan or arrangement to effect such transfer, or    
(ii) if the ERISA-Restricted Certificate is a Private Certificate that has been 
the subject of an ERISA-Qualifying Underwriting, a Subordinated Certificate or a
Residual Certificate, if the purchaser is an insurance company, a representation
that the purchaser is an insurance company that is purchasing such Certificates 
with funds contained in an "insurance company general account" (as such term is 
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE  
95-60") and that the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60 or (iii) in the case of any such               
ERISA-Restricted Certificate presented for registration in the name of an       
employee benefit plan subject to ERISA, or a plan or arrangement subject to     
Section 4975 of the Code (or comparable provisions of any subsequent            
enactments), or a trustee of any such plan or any other person acting on behalf 
of any such plan or arrangement or using such plan's or arrangement's assets, an
Opinion of Counsel satisfactory to the Trustee and the Servicer, which Opinion  
of Counsel shall not be an expense of the Trustee, the Servicer or the Trust    
Fund, addressed to the Trustee, to the effect that the purchase or holding of   
such ERISA-Restricted Certificate will not result in the assets of the Trust    
Fund being deemed to be "plan assets" and subject to the prohibited transaction 
provisions of ERISA and the Code and will not subject the Trustee or the        
Servicer to any obligation in addition to those expressly undertaken in this    
Agreement or to any liability. For purposes of the preceding sentence, with     
respect to an ERISA-Restricted Certificate that is not a Private Certificate or 
a Residual Certificate, in the event the representation letter referred to in   
the preceding sentence is not furnished, such representation shall be deemed to 
have been made to the Trustee by the transferee's (including an initial         
acquiror's) acceptance of the ERISA-Restricted Certificates. In the event that  
such representation is violated, or any attempt to transfer to a plan or        
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code, or a person acting on behalf of any such plan or arrangement or using 
the assets of any such plan or arrangement, without such Opinion of Counsel,    
such attempted transfer or acquisition shall be void and of no effect.          

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

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

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

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

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

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

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

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

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

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

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

         If (x) (i) the Depository or the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to properly discharge  
its responsibilities as Depository, and (ii) the Trustee or the Depositor is    
unable to locate a qualified successor, (y) the Depositor at its option advises 
the Trustee in writing that it elects to terminate the book-entry system through
the Depository or (z) after the occurrence of an Event of Default, Certificate  
Owners                                                                          

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representing at least [51]% of the Certificate Balance of the Book-Entry        
Certificates together advise the Trustee and the Depository through the         
Depository Participants in writing that the continuation of a book-entry system 
through the Depository is no longer in the best interests of the Certificate    
Owners, the Trustee shall notify all Certificate Owners, through the Depository,
of the occurrence of any such event and of the availability of definitive,      
fully-registered Certificates (the "Definitive Certificates") to Certificate    
Owners requesting the same. Upon surrender to the Trustee of the related Class  
of Certificates by the Depository, accompanied by the instructions from the     
Depository for registration, the Trustee shall issue the Definitive             
Certificates. Neither the Servicer, the Depositor nor the Trustee shall be      
liable for any delay in delivery of such instruction and each may conclusively  
rely on, and shall be protected in relying on, such instructions. The Servicer  
shall provide the Trustee with an adequate inventory of certificates to         
facilitate the issuance and transfer of Definitive Certificates. Upon the       
issuance of Definitive Certificates all references herein to obligations imposed
upon or to be performed by the Depository shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable with respect to such         
Definitive Certificates and the Trustee shall recognize the Holders of the      
Definitive Certificates as Certificateholders hereunder; provided that the      
Trustee shall not by virtue of its assumption of such obligations become liable 
to any party for any act or failure to act of the Depository.                   

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

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

SECTION 5.04. Persons Deemed Owners.                    

      The Servicer, the Trustee and any agent of the Servicer or the
Trustee may treat the Person in whose name any Certificate is registered as the 
owner of such Certificate for the purpose of receiving distributions as provided
in this Agreement and for all other purposes whatsoever, and neither the        
Servicer, the Trustee nor any agent of the Servicer or the Trustee shall be     
affected by any notice to the contrary.                                         

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

         If three or more Certificateholders and/or Certificate Owners (a)
request such information in writing from the Trustee, (b) state that such       
Certificateholders desire to                                                    

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

SECTION 5.06. Maintenance of Office or Agency.          

          The Trustee will maintain or cause to be maintained at its expense
an office or offices or agency or agencies in New York City where Certificates  
may be surrendered for registration of transfer or exchange. The Trustee        
initially designates its Corporate Trust Office for such purposes. The Trustee  
will give prompt written notice to the Certificateholders of any change in such 
location of any such office or agency.                                          

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ARTICLE VI

THE DEPOSITOR AND THE SERVICER

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

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

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

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

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

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

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

     None of the Depositor, the Seller, the Servicer or any of the
directors, officers, employees or agents of the Depositor, the Seller or the    
Servicer shall be under any liability to the Certificateholders for any action  
taken or for refraining from the taking of any action in good faith pursuant to 
this Agreement, or for errors in judgment; provided, however, that this         
provision shall not protect the Depositor, the Seller, the Servicer or any such 
Person against any breach of representations or warranties made by it herein or 
protect the Depositor, the Seller, the Servicer or any such Person from any     
liability which would otherwise be imposed by reasons of willful misfeasance,   
bad faith or gross negligence in the performance of duties or by reason of      
reckless disregard of obligations and duties hereunder. The Depositor, the      
Seller, the Servicer and any director, officer, employee or agent of the        
Depositor, the Seller or the Servicer may rely                                  

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in good faith on any document of any kind prima facie properly executed and     
submitted by any Person respecting any matters arising hereunder. The Depositor,
the Seller, the Servicer and any director, officer, employee or agent of the    
Depositor, the Seller or the Servicer shall be indemnified by the Trust Fund and
held harmless against any loss, liability or expense incurred in connection with
any audit, controversy or judicial proceeding relating to a governmental taxing 
authority or any legal action relating to this Agreement or the Certificates,   
other than any loss, liability or expense related to any specific Mortgage Loan 
or Mortgage Loans (except as any such loss, liability or expense shall be       
otherwise reimbursable pursuant to this Agreement) and any loss, liability or   
expense incurred by reason of willful misfeasance, bad faith or gross negligence
in the performance of duties hereunder or by reason of reckless disregard of    
obligations and duties hereunder. None of the Depositor, the Seller or the      
Servicer shall be under any obligation to appear in, prosecute or defend any    
legal action that is not incidental to its respective duties hereunder and which
in its opinion may involve it in any expense or liability; provided, however,   
that any of the Depositor, the Seller or the Servicer may in its discretion     
undertake any such action that it may deem necessary or desirable in respect of 
this Agreement and the rights and duties of the parties hereto and interests of 
the Trustee and the Certificateholders hereunder. In such event, the legal      
expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller
and the Servicer shall be entitled to be reimbursed therefor out of the         
Certificate Account.                                                            

SECTION 6.04. Limitation on Resignation of the Servicer.

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

SECTION 6.05. Inspection.                               

            The Servicer, in its capacity as Servicer, shall afford the Trustee,
upon reasonable advance notice, during normal business hours, access to all     
records maintained by the Servicer in respect of its rights and obligations     
hereunder and access to officers of the Servicer responsible for such           
obligations. Upon request, the Servicer shall furnish to the Trustee its most   
recent publicly available financial statements. .                               

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ARTICLE VII 

DEFAULT 

SECTION 7.01. Events of Default.                        

      "Event of Default," wherever used herein, means any one of the
following events:                                                               

     (a) any failure by the Servicer to deposit in the Certificate
Account or remit to the Trustee any payment (other than a payment required to be
made under Section 4.01) required to be made by it under the terms of this      
Agreement, which failure shall continue unremedied for [five] days after the    
date upon which written notice of such failure shall have been given to the     
Servicer by the Trustee or the Depositor or to the Servicer and the Trustee by  
the Holders of Certificates of any Class evidencing not less than [25]% of the  
aggregate Percentage Interests of such Class; or                                

    (b) any failure by the Servicer to observe or perform in any
material respect any other of the covenants or agreements on the part of the    
Servicer contained in this Agreement (except with respect to a failure related  
to a Limited Exchange Act Reporting Obligation), which failure materially       
affects the rights of Certificateholders and continues unremedied for a period  
of [60] days after the date on which written notice of such failure shall have  
been given to the Servicer by the Trustee or the Depositor, or to the Servicer  
and the Trustee by the Holders of Certificates of any Class evidencing not less 
than [25]% of the Percentage Interests of such Class; provided that the         
sixty-day cure period shall not apply to the initial delivery of the Mortgage   
File for Delay Delivery Mortgage Loans or the failure to repurchase or          
substitute in lieu thereof; or                                                  

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

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

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

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

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           If an Event of Default described in clauses (a) through (e) of this
Section 7.01 shall occur, then, and in each and every such case, so long as such
Event of Default shall not have been remedied, the Trustee may, or at the       
direction of the Holders of Certificates of any Class evidencing not less than  
[66(2)/3]% of the Percentage Interests of such Class, the Trustee shall by      
notice in writing to the Servicer (with a copy to each Rating Agency), terminate
all of the rights and obligations of the Servicer under this Agreement and in   
and to the Mortgage Loans and the proceeds thereof, other than its rights as a  
Certificateholder hereunder. In addition, if during the period that the         
Depositor is required to file Exchange Act Reports with respect to the Trust    
Fund, the Servicer shall fail to observe or perform any of the obligations that 
constitute a Limited Exchange Act Reporting Obligation or the obligations set   
forth in Section 3.17(a) or Section 11.07(a)(1) and (2), and such failure       
continues for the lesser of 10 calendar days or such period in which the        
applicable Exchange Act Report can be filed timely (without taking into account 
any extensions), so long as such failure shall not have been remedied, the      
Trustee shall, but only at the direction of the Depositor, terminate all of the 
rights and obligations of the Servicer under this Agreement and in and to the   
Mortgage Loans and the proceeds thereof, other than its rights as a             
Certificateholder hereunder. The Depositor shall not be entitled to terminate   
the rights and obligations of the Servicer if a failure of the Servicer to      
identify a Subcontractor "participating in the servicing function" within the   
meaning of Item 1122 of Regulation AB was attributable solely to the role or    
functions of such Subcontractor with respect to mortgage loans other than the   
Mortgage Loans.                                                                 

            On and after the receipt by the Servicer of such written notice, all
authority and power of the Servicer hereunder, whether with respect to the      
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee. The    
Trustee shall make any Advance which the Servicer failed to make subject to     
Section 3.03, whether or not the obligations of the Servicer have been          
terminated pursuant to this Section. The Trustee is hereby authorized and       
empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or         
accomplish all other acts or things necessary or appropriate to effect the      
purposes of such notice of termination, whether to complete the transfer and    
endorsement or assignment of the Mortgage Loans and related documents, or       
otherwise. Unless expressly provided in such written notice, no such termination
shall affect any obligation of the Servicer to pay amounts owed pursuant to     
Article VIII. The Servicer agrees to cooperate with the Trustee in effecting the
termination of the Servicer's responsibilities and rights hereunder, including, 
without limitation, the transfer to the Trustee of all cash amounts which shall 
at the time be credited to the Certificate Account, or thereafter be received   
with respect to the Mortgage Loans. If the Servicer fails to make any Advance   
required under Section 4.01 of this Agreement, thereby triggering an Event of   
Default described in clause (f) of this Section 7.01, the Trustee shall make    
such Advance on that Distribution Date.                                         

         Notwithstanding any termination of the activities of the Servicer
hereunder, the Servicer shall be entitled to receive, out of any late collection
of a Scheduled Payment on a Mortgage Loan which was due prior to the notice     
terminating such Servicer's rights and obligations as Servicer hereunder and    
received after such notice, that portion thereof to which such Servicer would   
have been entitled pursuant to Sections 3.11(a)(i) through (viii), and any other
amounts payable to such Servicer hereunder the entitlement to which arose prior 
to the termination of its activities hereunder.                                 

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

SECTION 7.02. Trustee to Act; Appointment of Successor. 

           On and after the time the Servicer receives a notice of termination
pursuant to Section 7.01, the Trustee shall, subject to and to the extent       
provided in Section 3.05, be the successor to the Servicer in its capacity as   
servicer under this Agreement and the transactions set forth or provided for    
herein and shall be subject to all the responsibilities, duties and liabilities 
relating thereto placed on the Servicer by the terms and provisions hereof and  
applicable law including the obligation to make Advances pursuant to Section    
4.01. As compensation therefor, the Trustee shall be entitled to all funds      
relating to the Mortgage Loans that the Servicer would have been entitled to    
charge to the Certificate Account or Distribution Account if the Servicer had   
continued to act hereunder including, if the Servicer was receiving the         
Servicing Fee, the Servicing Fee. Notwithstanding the foregoing, if the Trustee 
has become the successor to the Servicer in accordance with Section 7.01, the   
Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited  
by applicable law from making Advances pursuant to Section 4.01 or if it is     
otherwise unable to so act, appoint, or petition a court of competent           
jurisdiction to appoint, any established mortgage loan servicing institution the
appointment of which does not adversely affect the then current rating of the   
Certificates by each Rating Agency, as the successor to the Servicer hereunder  
in the assumption of all or any part of the responsibilities, duties or         
liabilities of the Servicer hereunder. Any successor to the Servicer shall be an
institution which is a FNMA and FHLMC approved seller/servicer in good standing,
which has a net worth of at least $15,000,000, which is willing to service the  
Mortgage Loans and which executes and delivers to the Depositor and the Trustee 
an agreement accepting such delegation and assignment, containing an assumption 
by such Person of the rights, powers, duties, responsibilities, obligations and 
liabilities of the Servicer (other than liabilities of the Servicer under       
Section 6.03 incurred prior to termination of the Servicer under Section 7.01), 
with like effect as if originally named as a party to this Agreement; provided  
that each Rating Agency acknowledges that its rating of the Certificates in     
effect immediately prior to such assignment and delegation will not be qualified
or reduced, as a result of such assignment and delegation. Pending appointment  
of a successor to the Servicer hereunder, the Trustee, unless the Trustee is    
prohibited by law from so acting, shall, subject to Section 3.05, act in such   
capacity as hereinabove provided. In connection with such appointment and       
assumption, the Trustee may make such arrangements for the compensation of such 
successor out of payments on Mortgage Loans as it and such successor shall      
agree; provided, however, that no such compensation shall be in excess of the   
Servicing Fee Rate plus, if the Servicer was receiving the Servicing Fee, the   
Servicing Fee Rate. No appointment of a successor to the Servicer hereunder     
shall be effective until at least 15 calendar days prior to the effective date  
of such appointment, (x) the Trustee shall provide written notice to the        
Depositor of such successor pursuant to this Section 7.02 and (y) such successor
Servicer shall provide to the Depositor in writing and in form and substance    
reasonably satisfactory to the Depositor, all information reasonably requested  
by the Depositor in order to comply with its reporting obligation under Item    
6.02 of Form 8-K with respect to a replacement servicer. The Trustee and such   
successor shall take such action, consistent with this Agreement, as shall be   

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necessary to effectuate any such succession. Neither the Trustee nor any other  
successor servicer shall be deemed to be in default hereunder by reason of any  
failure to make, or any delay in making, any distribution hereunder or any      
portion thereof or any failure to perform, or any delay in performing, any      
duties or responsibilities hereunder, in either case caused by the failure of   
the Servicer to deliver or provide, or any delay in delivering or providing, any
cash, information, documents or records to it.                                  

         In connection with the termination or resignation of the Servicer
hereunder, either (i) the successor Servicer, including the Trustee if the      
Trustee is acting as successor Servicer, shall represent and warrant that it is 
a member of MERS in good standing and shall agree to comply in all material     
respects with the rules and procedures of MERS in connection with the servicing 
of the Mortgage Loans that are registered with MERS, or (ii) the predecessor    
Servicer shall cooperate with the successor Servicer either (x) in causing MERS 
to execute and deliver an assignment of Mortgage in recordable form to transfer 
the Mortgage from MERS to the Trustee and to execute and deliver such other     
notices, documents and other instruments as may be necessary or desirable to    
effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on   
the MERS(R) System to the successor Servicer or (y) in causing MERS to designate
on the MERS(R) System the successor Servicer as the servicer of such Mortgage   
Loan. The predecessor Servicer shall file or cause to be filed any such         
assignment in the appropriate recording office. The successor Servicer shall    
cause such assignment to be delivered to the Trustee promptly upon receipt of   
the original with evidence of recording thereon or a copy certified by the      
public recording office in which such assignment was recorded.                  

          Any successor to the Servicer as servicer shall give notice to the
Mortgagors of such change of servicer and shall, during the term of its service 
as servicer, maintain in force the policy or policies that the Servicer is      
required to maintain pursuant to Section 6.05.                                  

SECTION 7.03. Notification to Certificateholders.       

        (a) Upon any termination of or appointment of a successor to the
Servicer, the Trustee shall give prompt written notice thereof to               
Certificateholders and to each Rating Agency.                                   

          (b) Within [60] days after the occurrence of any Event of Default,
the Trustee shall transmit by mail to all Certificateholders and each Rating    
Agency notice of each such Event of Default hereunder known to the Trustee,     
unless such Event of Default shall have been cured or waived.                   

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ARTICLE VIII

Concerning the Trustee

SECTION 8.01. Duties of the Trustee.                    

   The Trustee, before the occurrence of an Event of Default and after the
curing of all Events of Default that may have occurred, shall undertake to      
perform such duties and only such duties as are specifically set forth in this  
Agreement. In case an Event of Default has occurred and remains uncured, the    
Trustee shall exercise such of the rights and powers vested in it by this       
Agreement, and use the same degree of care and skill in their exercise as a     
prudent person would exercise or use under the circumstances in the conduct of  
such person's own affairs.                                                      

   The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the      
Trustee that are specifically required to be furnished pursuant to any provision
of this Agreement shall examine them to determine whether they are in the form  
required by this Agreement. The Trustee shall not be responsible for the        
accuracy or content of any such resolution, certificate, statement, opinion,    
report, document, order, or other instrument.                                   

    No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct; provided, however, that, unless an Event of Default 
known to the Trustee has occurred and is continuing,                            

         (a) the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement, the Trustee shall not be    
liable except for the performance of the duties and obligations specifically set
forth in this Agreement, no implied covenants or obligations shall be read into 
this Agreement against the Trustee, and the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed       
therein, upon any certificates or opinions furnished to the Trustee and         
conforming to the requirements of this Agreement which it believed in good faith
to be genuine and to have been duly executed by the proper authorities          
respecting any matters arising hereunder;                                       

            (b) the Trustee shall not be liable for an error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,     
unless it is finally proven that the Trustee was negligent in ascertaining the  
pertinent facts; and                                                            

      (c) the Trustee shall not be liable with respect to any action
taken, suffered, or omitted to be taken by it in good faith in accordance with  
the direction of Holders of Certificates evidencing not less than 25% of the    
Voting Rights of 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 this Agreement. As long as  
any Voting Rights are held by parties other than the Seller, its Affiliates, or 
its agents, Voting Rights of Certificates held by the Seller, its Affiliates or 
its agents as the Seller shall certify to the Trustee upon any such entity      
obtaining such ownership will be excluded from participating in such voting     
arrangements, and excluded from determining the 25% threshold.                  

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SECTION 8.02. Certain Matters Affecting the Trustee.    

Except as otherwise provided in Section 8.01:                       

           (a) the Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's Certificate,    
certificate of auditors or any other certificate, statement, instrument,        
opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties and the Trustee shall have no responsibility to     
ascertain or confirm the genuineness of any signature of any such party or      
parties;                                                                        

       (b) the Trustee may consult with counsel, financial advisers or
accountants and the advice of any such counsel, financial advisers or           
accountants and any Opinion of Counsel shall be full and complete authorization 
and protection in respect of any action taken or suffered or omitted by it      
hereunder in good faith and in accordance with such Opinion of Counsel;         

          (c) the Trustee shall not be liable for any action taken, suffered
or omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement;             

         (d) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,          
instrument, opinion, report, notice, request, consent, order, approval, bond or 
other paper or document, unless requested in writing so to do by Holders of     
Certificates evidencing not less than 25% of the Voting Rights allocated to each
Class of Certificates; provided, however, that no Certificates held by the      
Seller, the Depositor or any Affiliate shall be given effect for the purpose of 
calculating any such aggregation of Voting Rights;                              

            (e) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents,           
accountants or attorneys and the Trustee shall not be responsible for any       
misconduct or negligence on the part of any agents, accountants or attorneys    
appointed with due care by it hereunder;                                        

       (f) the Trustee shall not be required to risk or expend its own
funds or otherwise incur any financial liability in the performance of any of   
its duties or in the exercise of any of its rights or powers hereunder if it    
shall have reasonable grounds for believing that repayment of such funds or     
adequate indemnity against such risk or liability is not assured to it;         

          (g) the Trustee shall not be liable for any loss on any investment
of funds pursuant to this Agreement (other than as issuer of the investment     
security);                                                                      

            (h) the Trustee shall not be deemed to have knowledge of an Event of
Default until a Responsible Officer of the Trustee shall have received written  
notice thereof;                                                                 

           (i) the Trustee shall be under no obligation to exercise any of the
trusts, rights or powers vested in it by this Agreement or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order  
or direction of any of the Certificateholders,                                  

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pursuant to this Agreement, unless such Certificateholders shall have offered to
the Trustee reasonable security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which may be incurred therein or thereby;   

  (j) the Trustee or its Affiliates are permitted to receive
additional compensation that could be deemed to be in the Trustee's economic    
self-interest for (i) serving as investment adviser, administrator, shareholder 
servicing agent, custodian or sub-custodian with respect to certain of the      
Permitted Investments, (ii) using Affiliates to effect transactions in certain  
Permitted Investments and (iii) effecting transactions in certain Permitted     
Investments. The Trustee does not guarantee the performance of any Permitted    
Investment; and                                                                 

            (k) the Trustee shall not knowingly take any action that would cause
the Trust Fund to fail to qualify as a qualifying special purpose entity.       

In order to comply with its duties under the U.S.A. Patriot Act, the
Trustee shall obtain and verify certain information and documentation from the  
other parties to this Agreement, including, but not limited to, such parties'   
name, address, and other identifying information.                               

            SECTION 8.03. Trustee Not Liable for Certificates or Mortgage Loans.

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

Except as provided in Section 2.01(c), the Trustee shall have no    
responsibility for filing or recording any financing or continuation statement  
in any public office at any time or to otherwise perfect or maintain the        
perfection of any security interest or lien granted to it hereunder (unless the 
Trustee shall have become the successor Servicer). The Trustee makes no         
representations as to the validity or sufficiency of this Agreement or of the   
Certificates or of any Mortgage Loan or related document or of MERS or the      
MERS(R) System other than with respect to the Trustee's execution and           
counter-signature of the Certificates.                                          

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

SECTION 8.04. Trustee May Own Certificates.             

    The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights as it would have if it were not 
the Trustee.                                                                    

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SECTION 8.05. Trustee's Fees and Expenses.              

As compensation for its activities under this Agreement, on each    
Distribution Date the Trustee may withdraw from the Distribution Account the    
Trustee Fee for that Distribution Date. The Trustee and any director, officer,  
employee, or agent of the Trustee shall be indemnified by the Servicer against  
any loss, liability, or expense (including reasonable attorney's fees) resulting
from any error in any tax or information return prepared by the Servicer or     
incurred in connection with any claim or legal action relating to               

           (a) this Agreement, (b) the Certificates, or (c) the performance of
any of the Trustee's duties under this Agreement, other than any loss, liability
or expense incurred because of willful misfeasance, bad faith or negligence in  
the performance of any of the Trustee's duties hereunder or incurred by reason  
of any action of the Trustee taken at the direction of the Certificateholders   
under this Agreement. This indemnity shall survive the termination of this      
Agreement or the resignation or removal of the Trustee under this Agreement.    
Without limiting the foregoing, except as otherwise agreed upon in writing by   
the Depositor and the Trustee, and except for any expense, disbursement, or     
advance arising from the Trustee's negligence, bad faith, or willful misconduct,
the Servicer shall pay or reimburse the Trustee, for all reasonable expenses,   
disbursements, and advances incurred or made by the Trustee in accordance with  
this Agreement with respect to                                                  

                (A) the reasonable compensation, expenses, and disbursements
         of its counsel not associated with the closing of the issuance of
the Certificates and                                    

                (B) the reasonable compensation, expenses, and disbursements
       of any accountant, engineer, or appraiser that is not regularly
           employed by the Trustee, to the extent that the Trustee must engage
them to perform services under this Agreement.          

         Except as otherwise provided in this Agreement, the Trustee shall
not be entitled to payment or reimbursement for any routine ongoing expenses    
incurred by the Trustee in the ordinary course of its duties as Trustee,        
Registrar, or Paying Agent under this Agreement or for any other expenses.      

SECTION 8.06. Eligibility Requirements for the Trustee. 

    The Trustee hereunder shall at all times be a corporation or association
organized and doing business under the laws of a state or the United States of  
America, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000, subject to supervision or 
examination by federal or state authority and with a credit rating which would  
not cause either of the Rating Agencies to reduce their respective then current 
ratings of the Certificates (or having provided such security from time to time 
as is sufficient to avoid such reduction) as evidenced in writing by each Rating
Agency. If such corporation or association publishes reports of condition at    
least annually, pursuant to law or to the requirements of the aforesaid         
supervising or examining authority, then for the purposes of this Section 8.06  
the combined capital and surplus of such corporation or association shall be    
deemed to be its combined capital and surplus as set forth in its most recent   
report of condition                                                             

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so published. In case at any time the Trustee shall cease to be eligible in     
accordance with this Section 8.06, the Trustee shall resign immediately in the  
manner and with the effect specified in Section 8.07. The entity serving as     
Trustee may have normal banking and trust relationships with the Depositor and  
its affiliates or the Servicer and its affiliates; provided, however, that such 
entity cannot be an affiliate of the Seller, the Depositor or the Servicer other
than the Trustee in its role as successor to the Servicer.                      

SECTION 8.07. Resignation and Removal of the Trustee.   

The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice of resignation to the Depositor, the    
Servicer, and each Rating Agency not less than 60 days before the date specified
in such notice, when, subject to Section 8.08, such resignation is to take      
effect, and acceptance by a successor trustee in accordance with Section 8.08   
meeting the qualifications set forth in Section 8.06. If no successor trustee   
meeting such qualifications shall have been so appointed and have accepted      
appointment within 30 days after the giving of such notice or resignation, the  
resigning Trustee may petition any court of competent jurisdiction for the      
appointment of a successor trustee.                                             

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

   If at any time (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written      
request thereto by the Depositor, (ii)or if at any time the Trustee shall become
incapable of acting, or shall be adjudged as bankrupt or insolvent, or a        
receiver of the Trustee or of its property shall be appointed, or any public    
officer shall take charge or control of the Trustee or of its property or       
affairs for the purpose of rehabilitation, conservation or liquidation, (iii)or 
a tax is imposed with respect to the Trust Fund by any state in which the       
Trustee or the Trust Fund is located and the imposition of such tax would be    
avoided by the appointment of a different trustee, or (iv) during the period    
which the Depositor is required to file Exchange Act Reports with respect to the
Trust Fund, the Trustee fails to comply with its obligations under the last     
sentence of Section 7.01, the preceding paragraph, Section 8.09 or Article XI   
and such failure is not remedied within the lesser of 10 calendar days or such  
period in which the applicable Exchange Act Report can be filed timely (without 
taking into account any extensions), then, in the case of clauses (i) through   
(iii),then the Depositor or the Servicer, or in the case of clause (iv), the    
Depositor, may remove the Trustee and appoint a successor trustee by written    
instrument, in triplicate, one copy of which shall be delivered to the Trustee, 
one copy to the Servicer and one copy to the successor trustee.                 

     The Holders of Certificates entitled to at least 51% of the Voting Rights
may at any time remove the Trustee and appoint a successor trustee by written   
instrument or instruments, in triplicate, signed by such Holders or their       
attorneys-in-fact duly authorized, one complete set of which shall be delivered 
by the successor Trustee to the Servicer, one complete set to the Trustee so    
removed and one complete set to the successor so appointed and one complete set 
to the                                                                          

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Depositor, together with a written description of the basis for such removal.   
Notice of any removal of the Trustee shall be given to each Rating Agency by the
successor Trustee. As long as any Voting Rights are held by parties other than  
the Seller, its Affiliates, or its agents, Voting Rights of Certificates held by
the Seller, its Affiliates or its agents as the Seller shall certify to the     
Trustee upon any such entity obtaining such ownership will be excluded from     
participating in such voting arrangements, and excluded from determining the 51%
threshold.                                                                      

    Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to this Section 8.07 shall become effective upon acceptance of 
appointment by the successor trustee as provided in Section 8.08.               

SECTION 8.08. Successor Trustee.                        

      Any successor trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Depositor and to its predecessor trustee and the 
Servicer an instrument accepting such appointment hereunder and thereupon the   
resignation or removal of the predecessor trustee shall become effective and    
such successor trustee, without any further act, deed or conveyance, shall      
become fully vested with all the rights, powers, duties and obligations of its  
predecessor hereunder, with the like effect as if originally named as trustee   
herein. The Depositor, the Servicer and the predecessor trustee shall execute   
and deliver such instruments and do such other things as may reasonably be      
required for more fully and certainly vesting and confirming in the successor   
trustee all such rights, powers, duties, and obligations.                       

     No successor trustee shall accept appointment as provided in this Section
8.08 unless, at the time of suchits acceptance such, the successor trustee shall
beis eligible under the provisions of Section 8.06 and its appointment shalldoes
not adversely affect the then current rating of the Certificates and has        
provided to the Depositor in writing and in form and substance reasonably       
satisfactory to the Depositor, all information reasonably requested by the      
Depositor in order to comply with its reporting obligation under Item 6.02 of   
Form 8-K with respect to a replacement Trustee.                                 

     Upon acceptance of appointment by a successor trustee as provided in this
Section 8.08, the Depositor shall mail notice of the succession of such trustee 
hereunder to all Holders of Certificates. If the Depositor fails to mail such   
notice within 10 days after acceptance of appointment by the successor trustee, 
the successor trustee shall cause such notice to be mailed at the expense of the
Depositor.                                                                      

SECTION 8.09. Merger or Consolidation of the Trustee.   

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated or any corporation resulting from any merger,      
conversion or consolidation to which the Trustee shall be a party, or any       
corporation succeeding to the business of the Trustee, shall be the successor of
the Trustee hereunder, provided that such corporation shall be eligible under   
Section 8.06 without the execution or filing of any paper or further act on the 
part of any of the parties hereto, anything herein to the contrary              
notwithstanding.                                                                

  As a condition to the effectiveness of any merger or consolidation, at
least 15 calendar days prior to the effective date of any merger or             
consolidation of the Trustee, the Trustee shall                                 

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provide (x) written notice to the Depositor of any successor pursuant to this   
Section and (y) in writing and in form and substance reasonably satisfactory to 
the Depositor, all information reasonably requested by the Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to
a replacement Trustee.                                                          

    SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

    Notwithstanding any other provisions of this Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any  
part of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Servicer and the Trustee acting jointly shall have the power and   
shall execute and deliver all instruments to appoint one or more Persons        
approved by the Trustee to act as co-trustee or co-trustees jointly with the    
Trustee, or separate trustee or separate trustees, of all or any part of the    
Trust Fund, and to vest in such Person or Persons, in such capacity and for the 
benefit of the Certificateholders, such title to the Trust Fund or any part     
thereof, whichever is applicable, and, subject to the other provisions of this  
Section 8.10, such powers, duties, obligations, rights and trusts as the        
Servicer and the Trustee may consider appropriate. If the Servicer shall not    
have joined in such appointment within 15 days after the receipt by it of a     
request to do so, or in the case an Event of Default shall have occurred and be 
continuing, the Trustee alone shall have the power to make such appointment. No 
co-trustee or separate trustee hereunder shall be required to meet the terms of 
eligibility as a successor trustee under Section 8.06 and no notice to          
Certificateholders of the appointment of any co-trustee or separate trustee     
shall be required under Section 8.08.                                           

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

      (a) To the extent necessary to effectuate the purposes of this
Section 8.10, all rights, powers, duties and obligations conferred or imposed   
upon the Trustee, except for the obligation of the Trustee under this Agreement 
to advance funds on behalf of the Servicer, shall be conferred or imposed upon  
and exercised or performed by the Trustee and such separate trustee or          
co-trustee jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Trustee joining in such act),   
except to the extent that under any law of any jurisdiction in which any        
particular act or acts are to be performed (whether as Trustee hereunder or as  
successor to the Servicer hereunder), the Trustee shall be incompetent or       
unqualified to perform such act or acts, in which event such rights, powers,    
duties and obligations (including the holding of title to the applicable Trust  
Fund or any portion thereof in any such jurisdiction) shall be exercised and    
performed singly by such separate trustee or co-trustee, but solely at the      
direction of the Trustee;                                                       

           (b) No trustee hereunder shall be held personally liable because of
any act or omission of any other trustee hereunder and such appointment shall   
not, and shall not be deemed to, constitute any such separate trustee or        
co-trustee as agent of the Trustee;                                             

           (c) The Trustee may at any time accept the resignation of or remove
any separate trustee; provided that, as a condition to the effectiveness of the 
resignation of any separate trustee or co trustee, at least 15 calendar days    
prior to the effective date of such resignation, the separate trustee or co     
trustee shall provide (x) written notice to the Depositor of                    

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any successor pursuant to this Section and (y) in writing and in form and       
substance reasonably satisfactory to the Depositor, all information reasonably  
requested by the Depositor in order to comply with its reporting obligation     
under Item 6.02 of Form 8-K with respect to the resignation of the separate     
trustee or co trustee; and further provided that, if at any time the separate   
trustee or co trustee fails to comply with its obligations under this Section   
8.08 or Article XI and such failure is not remedied within the lesser of 10     
calendar days or such period in which the applicable Exchange Act Report can be 
filed timely (without taking into account any extensions), then the Depositor   
may remove the co-trustee;-trustee; and                                         

      (d) The Servicer, and not the Trustee, shall be liable for the
payment of reasonable compensation, reimbursement and indemnification to any    
such separate trustee or co-trustee.                                            

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

     Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the separate trustees and co-trustees, when and as
effectively as if given to each of them. Every instrument appointing any        
separate trustee or co-trustee shall refer to this Agreement and the conditions 
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance 
of the trusts conferred, shall be vested with the estates or property specified 
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,    
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every  
such instrument shall be filed with the Trustee and a copy thereof given to the 
Servicer and the Depositor.                                                     

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

SECTION 8.11. Tax Matters.                              

  It is intended that the assets with respect to which one or more REMIC
elections pertaining to the Trust Fund is to be made, as set forth in the       
Preliminary Statement, shall constitute, and that the conduct of matters        
relating to such assets shall be such as to qualify such assets as, a "real     
estate mortgage investment conduit" as defined in and in accordance with the    
REMIC Provisions. In furtherance of such intention, the Trustee covenants and   
agrees that it                                                                  

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shall act as agent (and the Trustee is hereby appointed to act as agent) on     
behalf of each REMIC created under this Agreement and that in such capacity it  
shall:                                                                          

            (a) prepare and file in a timely manner, a U.S. Real Estate Mortgage
Investment Conduit Income Tax Return (Form 1066 or any successor form adopted by
the Internal Revenue Service) with respect to each REMIC created hereunder and  
prepare and file with the Internal Revenue Service and applicable state or local
tax authorities income tax or information returns for each taxable year with    
respect to each REMIC described in the Preliminary Statement, containing such   
information and at the times and in the manner as may be required by the Code or
state or local tax laws, regulations, or rules, and furnish to                  
Certificateholders the schedules, statements or information at such times and in
such manner as may be required thereby;                                         

           (b) within thirty days of the Closing Date, furnish to the Internal
Revenue Service, on Forms 8811 or as otherwise may be required by the Code, the 
name, title, address, and telephone number of the person that the holders of the
Certificates may contact for tax information relating thereto, together with    
such additional information as may be required by such Form, and update such    
information at the time or times in the manner required by the Code;            

            (c) make an election that each REMIC created under this Agreement be
treated as a REMIC on the federal tax return for its first taxable year (and, if
necessary, under applicable state law);                                         

    (d) prepare and forward to the Certificateholders and to the
Internal Revenue Service and, if necessary, state tax authorities, all          
information returns and reports as and when required to be provided to them in  
accordance with the REMIC Provisions, including the calculation of any original 
issue discount using the Prepayment Assumption (as defined in the Prospectus    
Supplement);                                                                    

            (e) provide information necessary for the computation of tax imposed
on the transfer of a Residual Certificate to a Person that is not a Permitted   
Transferee, or an agent (including a broker, nominee or other middleman) of a   
Person that is not a Permitted Transferee, or a pass-through entity in which a  
Person that is not a Permitted Transferee is the record holder of an interest   
(the reasonable cost of computing and furnishing such information may be charged
to the Person liable for such tax);                                             

          (f) to the extent that they are under its control, conduct matters
relating to such assets at all times that any Certificates are outstanding so as
to maintain the status as any REMIC created under this Agreement under the REMIC
Provisions;                                                                     

          (g) not knowingly or intentionally take any action or omit to take
any action that would cause the termination of the REMIC status of any REMIC    
created under this Agreement;                                                   

         (h) pay, from the sources specified in the last paragraph of this
Section 8.11, the amount of any federal or state tax, including prohibited      
transaction taxes as described below, imposed on any REMIC before its           
termination when and as the same shall be due and payable (but such obligation  
shall not prevent the Trustee or any other appropriate Person from              

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contesting any such tax in appropriate proceedings and shall not prevent the    
Trustee from withholding payment of such tax, if permitted by law, pending the  
outcome of such proceedings);                                                   

         (i) ensure that federal, state or local income tax or information
returns shall be signed by the Trustee or such other person as may be required  
to sign such returns by the Code or state or local laws, regulations or rules;  

      (j) maintain records relating to each REMIC created under this
Agreement, including the income, expenses, assets, and liabilities thereof and  
the fair market value and adjusted basis of the assets determined at such       
intervals as may be required by the Code, as may be necessary to prepare the    
foregoing returns, schedules, statements or information; and                    

       (k) as and when necessary and appropriate, represent each REMIC
created under this Agreement in any administrative or judicial proceedings      
relating to an examination or audit by any governmental taxing authority,       
request an administrative adjustment as to any taxable year of such REMIC, enter
into settlement agreements with any governmental taxing agency, extend any      
statute of limitations relating to any tax item of such REMIC, and otherwise act
on behalf of such REMIC in relation to any tax matter or controversy involving  
it.                                                                             

 To enable the Trustee to perform its duties under this Agreement, the
Depositor shall provide to the Trustee within ten days after the Closing Date   
all information or data that the Trustee requests in writing and determines to  
be relevant for tax purposes to the valuations and offering prices of the       
Certificates, including the price, yield, prepayment assumption, and projected  
cash flows of the Certificates and the Mortgage Loans. Thereafter, the Depositor
shall provide to the Trustee promptly upon written request therefor any         
additional information or data that the Trustee may, from time to time,         
reasonably request to enable the Trustee to perform its duties under this       
Agreement. The Depositor hereby indemnifies the Trustee for any losses,         
liabilities, damages, claims, or expenses of the Trustee arising from any errors
or miscalculations of the Trustee that result from any failure of the Depositor 
to provide, or to cause to be provided, accurate information or data to the     
Trustee on a timely basis.                                                      

     If any tax is imposed on "prohibited transactions" (as defined in section
860F(a)(2) of the Code) of any REMIC created under this Agreement, on the "net  
income from foreclosure property" of any REMIC created under this Agreement as  
defined in section 860G(c) of the Code, on any contribution to any REMIC created
under this Agreement after the Startup Day pursuant to section 860G(d) of the   
Code, or any other tax is imposed, including any minimum tax imposed on any     
REMIC created hereunder pursuant to sections 23153 and 24874 of the California  
Revenue and Taxation Code, if not paid as otherwise provided for herein, the tax
shall be paid by (i) the Trustee, if any such other tax arises out of or results
from negligence of the Trustee in the performance of any of its obligations     
under this Agreement, (ii) the Servicer or the Seller, in the case of any such  
minimum tax, if such tax arises out of or results from a breach by the Servicer 
or Seller of any of their obligations under this Agreement, (iii) the Seller, if
any such tax arises out of or results from the Seller's obligation to repurchase
a Mortgage Loan pursuant to Section 2.02 or 2.03, or (iv) in all other cases, or
if the Trustee, the Servicer, or the Seller fails to honor its obligations under
the preceding clauses (i), (ii), or (iii), any such tax will be paid            

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with amounts otherwise to be distributed to the Certificateholders, as provided 
in Section 3.09(b).                                                             

SECTION 8.12. Periodic Filings.                         

Beginning with the first Distribution Date, the Trustee, pursuant to
written instructions of the Depositor (which instructions shall be deemed to be 
this Section 8.12), shall prepare and file all periodic reports required under  
the Exchange Act in conformity with the terms of the relief granted to issuers  
similar to the Trust Fund. The Trustee shall execute the Form 8-Ks pursuant to a
limited power of attorney from the Depositor which shall terminate upon written 
notice from the Depositor or the termination of this Agreement. In connection   
with the preparation and filing of such periodic reports, the Depositor and the 
Servicer shall timely provide to the Trustee all material information available 
to them that is required to be included in such reports and not known to them to
be in the possession of the Trustee and such other information as the Trustee   
reasonably may request from either of them (including any certification required
pursuant to Section 3.02(a) of the Sarbanes-Oxley Act of 2002 and any           
regulations promulgated thereunder (the "Required Certifications")) and         
otherwise reasonably shall cooperate with the Trustee. The Depositor shall      
execute the Form 10-Ks and the Required Certifications. The Trustee shall have  
no responsibility for making any of the Required Certifications; provided,      
however, that upon the request of the Servicer or the Depositor in connection   
with the delivery of the Required Certifications on behalf of the Trust Fund,   
the Trustee shall furnish to the Servicer or the Depositor, as applicable, a    
certificate signed by an officer of the Trustee (the "Trustee Certification"),  
which is attached as Exhibit O to this Agreement. The Trustee shall indemnify   
and hold harmless the Servicer and the Depositor, their respective officers and 
directors from and against any and all losses, claims, expenses, damages or     
liabilities, as and when such losses, claims, expenses, damages or liabilities  
are incurred, insofar as such losses, claims, expenses, damages or liabilities  
(or actions in respect thereof) arise out of or are based upon any untrue       
statement of any material fact contained in the Trustee Certification. The      
Trustee shall prepare the Form 10-K and provide such to the Depositor by March  
10th of each year, commencing in 2006. The Depositor shall execute such Form    
10-K upon its receipt and shall provide the original of such executed Form 10-K 
to the Trustee no later than five Business Days following its receipt from the  
Trustee.                                                                        

      Prior to January 30th of the first year in which the Trustee is able to do
so under applicable law, the Trustee shall file under the Exchange Act a        
Suspension Notification with respect to the Trust Fund. The Trustee shall have  
no liability with respect to any failure to properly prepare or file such       
periodic reports resulting from or relating to the Trustee's inability or       
failure to obtain any information not resulting from its own negligence or      
willful misconduct.                                                             

    The Trustee and any director, officer, employee, or agent of the Trustee
shall be indemnified by the Servicer against any loss, liability, or expense    
(including reasonable attorney's fees) incurred in connection with any claim or 
legal action relating to the preparation of the Required Certification, other   
than any loss, liability or expense incurred because of willful misfeasance, bad
faith or negligence in the performance of any of the Trustee's duties under this
Agreement or incurred by reason of any action of the Trustee taken at the       
direction of the Certificateholders under this Agreement. This indemnity shall  
survive the termination of this Agreement or the resignation or removal of the  
Trustee under this Agreement.                                                   

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ARTICLE IX

 Termination

     SECTION 9.01. Termination upon Liquidation or Purchase of the
Mortgage Loans.             

Subject to Section 9.03, the obligations and responsibilities of the
Depositor, the Servicer, and the Trustee created hereby shall terminate upon the
earlier of                                                                      

       (a) the purchase by the Servicer of all Mortgage Loans (and REO
Properties) at the price equal to the sum of                                    

                  (i) 100% of the Stated Principal Balance of each Mortgage Loan
   (other than in respect of a Delinquent Mortgage Loan or REO
  Property) plus one month's accrued interest thereon at the
           applicable Adjusted Mortgage Rate less any amounts collected by the
          Servicer representing principal and interest due after the related
Due Date,                                               

                (ii) the lesser of (x) the appraised value of any Delinquent
        Mortgage Loan or REO Property as determined by the higher of two
          appraisals completed by two independent appraisers selected by the
            Servicer at the expense of the Servicer and (y) the Stated Principal
      Balance of each such Delinquent Mortgage Loan or Mortgage Loan
          related to such REO Property, in each case plus accrued and unpaid
         interest thereon at the applicable Adjusted Net Mortgage Rate and

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

(b) the later of                                        

              (i) the maturity or other liquidation (or any Advance with
         respect thereto) of the last Mortgage Loan and the disposition of
all REO Property and                                    

              (ii) the distribution to Certificateholders of all amounts
            required to be distributed to them pursuant to this Agreement. In no
            event shall the trusts created hereby continue beyond the expiration
        of 21 years from the death of the survivor of the descendants of
          Joseph P. Kennedy, the late Ambassador of the United States to the
   Court of St. James's, living on the date of this Agreement.

   The right to purchase all Mortgage Loans and REO Properties pursuant to
clause (a) above shall be conditioned upon the aggregate Stated Principal       
Balance of those Mortgage Loans, at the time of any such repurchase, aggregating
less than ten percent (10%) of the aggregate Stated Principal Balance of the    
Mortgage Loans as of the Cut-off Date. The Servicer shall effect any such       
repurchase by depositing the purchase price, as calculated above, as of the     
month preceding the date on which such purchase price shall be distributed to   
Certificateholders into the Certificate Account. With such repurchase, the      
Servicer shall acquire any rights or                                            

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potential rights of the Certificateholders or the Trustee to causes of action   
against any Person relating to the Mortgage Loans or the origination of the     
Mortgage Loans, including, without limitation, the right to enforce any breach  
of a representation or warranty made at any time with respect to the Mortgage   
Loans.                                                                          

SECTION 9.02. Final Distribution on the Certificates.   

  If on any Determination Date the Servicer determines that there are no
Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other 
than the funds in the Certificate Account, the Servicer shall direct the Trustee
promptly to send a final distribution notice to each Certificateholder. If the  
Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section   
9.01, no later than the 15th day of the month preceding the month of the final  
Distribution Date the Servicer shall notify the Depositor and the Trustee of the
date the Servicer intends to terminate the Trust Fund and of the applicable     
repurchase price of the Mortgage Loans and REO Properties.                      

   Notice of any termination of the Trust Fund specifying the Distribution
Date on which Certificateholders may surrender their Certificates for payment of
the final distribution and cancellation shall be given promptly by the Trustee  
by letter to Certificateholders mailed not earlier than the 15th day and not    
later than the last day of the month next preceding the month of such final     
distribution. Any such notice shall specify (a) the Distribution Date upon which
final distribution on the Certificates will be made upon presentation and       
surrender of Certificates at the office therein designated, (b) the amount of   
such final distribution, (c) the location of the office or agency at which such 
presentation and surrender must be made, and (d) that the Record Date otherwise 
applicable to the Distribution Date is not applicable, distributions being made 
only upon presentation and surrender of the Certificates at the office therein  
specified. The Servicer will give such notice to each Rating Agency at the time 
such notice is given to Certificateholders.                                     

If this notice is given, the Servicer shall cause all funds in the  
Certificate Account to be remitted to the Trustee for deposit in the            
Distribution Account on the Business Day before the applicable Distribution Date
in an amount equal to the final distribution in respect of the Certificates.    
Upon such final deposit with respect to the Trust Fund and the receipt by the   
Trustee of a Request for Release therefor, the Trustee shall promptly release to
the Servicer the Mortgage Files for the Mortgage Loans.                         

  Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to the Certificateholders of each Class, in each case on
the final Distribution Date and in the order set forth in Section 4.02, in      
proportion to their respective Percentage Interests, with respect to            
Certificateholders of the same Class, an amount equal to (i) as to each Class of
Regular Certificates, its Certificate Balance plus for each such Class accrued  
interest thereon (or on their Notional Amount, if applicable) in the case of an 
interest-bearing Certificate and (ii) as to the Residual Certificates, any      
amount remaining on deposit in the Distribution Account (other than the amounts 
retained to meet claims) after application pursuant to clause (i) above.        
Notwithstanding the reduction of the Certificate Balance of any Class of        
Certificates to zero, such Class will be outstanding hereunder solely for the   
purpose of receiving distributions and for no other purpose until the           
termination of the respective obligations and responsibilities of the           

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Depositor, the Servicer and the Trustee hereunder in accordance with Article    
Nine. The foregoing provisions are intended to distribute to each Class of      
Regular Certificates any accrued and unpaid interest and principal to which they
are entitled based on the Pass-Through Rates and actual Class Certificate       
Balances or Notional Amounts set forth in the Preliminary Statement upon        
liquidation of the Trust Fund.                                                  

     If any affected Certificateholder does not surrender its Certificates for
cancellation within six months after the date specified in the above mentioned  
written notice, the Trustee shall give a second written notice to the remaining 
Certificateholders to surrender their Certificates for cancellation and receive 
the final distribution with respect thereto. If within six months after the     
second notice all the applicable Certificates shall not have been surrendered   
for cancellation, the Trustee may take appropriate steps, or may appoint an     
agent to take appropriate steps, to contact the remaining Certificateholders    
concerning surrender of their Certificates, and the cost thereof shall be paid  
out of the funds and other assets which remain a part of the Trust Fund. If     
within one year after the second notice all Certificates shall not have been    
surrendered for cancellation, then the Class A-R Certificateholders shall be    
entitled to all unclaimed funds and other assets of the Trust Fund which remain 
subject hereto.                                                                 

SECTION 9.03. Additional Termination Requirements.      

         (a) If the Servicer exercises its purchase option with respect to
the Mortgage Loans as provided in Section 9.01, the Trust Fund shall be         
terminated in accordance with the following additional requirements, unless the 
Trustee has been supplied with an Opinion of Counsel, at the expense of the     
Servicer, to the effect that the failure to comply with the requirements of this
Section 9.03 will not (i) result in the imposition of taxes on "prohibited      
transactions" on any REMIC created hereunder as defined in section 860F of the  
Code, or (ii) cause any REMIC created under this Agreement to fail to qualify as
a REMIC at any time that any Certificates are outstanding:                      

         (b) The Trustee shall sell all of the assets of the Trust Fund to
the Servicer, and, within 90 days of such sale, shall distribute to the         
Certificateholders the proceeds of such sale in complete liquidation of each    
REMIC created under this Agreement.                                             

            (c) The Trustee shall attach a statement to the final federal income
tax return for each REMIC created under this Agreement stating that pursuant to 
Treasury Regulation ss. 1.860F-1, the first day of the 90-day liquidation period
for such REMIC was the date on which the Trustee sold the assets of the Trust   
Fund to the Servicer.                                                           

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ARTICLE X 

Miscellaneous Provisions

SECTION 10.01. Amendment.                               

 This Agreement may be amended from time to time by the Depositor, the
Servicer and the Trustee without the consent of any of the Certificateholders   
(i) to cure any ambiguity or mistake, (ii) to correct any defective provision in
this Agreement or to supplement any provision in this Agreement which may be    
inconsistent with any other provision in this Agreement, (iii) to conform this  
Agreement to the Prospectus Supplement, (iv) to add to the duties of the        
Depositor, the Seller or the Servicer, (v) to modify, alter, amend, add to or   
rescind any of the terms or provisions contained in this Agreement to comply    
with any rules or regulations promulgated by the Securities and Exchange        
Commission from time to time, (vi) to add any other provisions with respect to  
matters or questions arising under this Agreement, or (vii) to modify, alter,   
amend, add to, or rescind any of the terms or provisions contained in this      
Agreement.                                                                      

    No action pursuant to clauses (v), (vi) or (vii) above may, as evidenced
by an Opinion of Counsel (which Opinion of Counsel shall not be an expense of   
the Trustee or the Trust Fund), adversely affect in any material respect the    
interests of any Certificateholder. The amendment shall not be deemed to        
adversely affect in any material respect the interests of the Certificateholders
if the Person requesting the amendment obtains a letter from each Rating Agency 
stating that the amendment would not result in the downgrading, qualification or
withdrawal of the respective ratings then assigned to the Certificates. Any such
letter in and of itself will not represent a determination as to the materiality
of any amendment and will represent a determination only as to the credit issues
affecting any rating. Each party to this Agreement agrees that it will cooperate
with each other party in amending this Agreement pursuant to clause (v) above.  

      The Trustee, the Depositor, and the Servicer also may at any time and from
time to time amend this Agreement without the consent of the Certificateholders 
to modify, eliminate or add to any of its provisions to the extent necessary or 
helpful to (i) maintain the qualification of any REMIC created under this       
Agreement as a REMIC under the Code, (ii) avoid or minimize the risk of the     
imposition of any tax on any REMIC created under this Agreement pursuant to the 
Code that would be a claim at any time before the final redemption of the       
Certificates, or (iii) comply with any other requirements of the Code, if the   
Trustee has been provided an Opinion of Counsel, which opinion shall be an      
expense of the party requesting such opinion but in any case shall not be an    
expense of the Trustee or the Trust Fund, to the effect that the action is      
necessary or helpful for one of the foregoing purposes.                         

      This Agreement may also be amended from time to time by the Depositor, the
Servicer, and the Trustee with the consent of the Holders of Certificates       
evidencing Percentage Interests aggregating not less than 51% of each Class of  
Certificates adversely affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this       
Agreement or of modifying in any manner the rights of the Holders of            
Certificates. As long as any Voting Rights are held by parties other than the   
Seller, its Affiliates, or its agents as the Seller shall certify to the Trustee
upon any such entity obtaining such                                             

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ownership, Voting Rights of Certificates held by the Seller, its Affiliates or  
its agents will be excluded from participating in such voting arrangements, and 
excluded from determining the 51% threshold. No amendment shall                 

               (i) reduce in any manner the amount of, or delay the timing
          of, payments required to be distributed on any Certificate without
the consent of the Holder of such Certificate,          

                (ii) amend, modify, add to, rescind, or alter in any respect
     Section 10.13, notwithstanding any contrary provision of this
     Agreement, without the consent of the Holders of Certificates
         evidencing Percentage Interests aggregating not less than 66 2/3%
        (provided, however, that no Certificates held by the Seller, the
        Depositor or any Affiliate thereof shall be given effect for the
 purpose of calculating any such aggregation of Percentage
Interests), or                                          

              (iii) reduce the aforesaid percentages of Certificates the
       Holders of which are required to consent to any such amendment,
        without the consent of the Holders of all such Certificates then
outstanding.                                            

 Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless (i) it shall have   
first received an Opinion of Counsel, which opinion shall not be an expense of  
the Trustee or the Trust Fund, to the effect that such amendment will not cause 
the imposition of any tax on any REMIC created under this Agreement or the      
Certificateholders or cause any REMIC created hereunder to fail to qualify as a 
REMIC at any time that any Certificates are outstanding and (ii) because the    
Trust Fund is required to be a Qualifying Special Purpose Entity (as that term  
is defined in Statement of Financial Accounting Standards No. 140 ("SFAS 140"), 
in order for the Seller to continue to account for the transfer of the Mortgage 
Loans under this Agreement as a sale under SFAS 140, prior to the parties hereto
entering into such an amendment, the Trustee shall receive an Officer's         
Certificate, which shall not be an expense of the Trustee or the Trust Fund, to 
the effect that such amendment would not "significantly change" (within the     
meaning of SFAS 140) the permitted activities of the Trust Fund so as to cause  
the Trust Fund to fail to qualify as a Qualifying Special Purpose Entity.       

     Promptly after the execution of any amendment to this Agreement requiring
the consent of Certificateholders, the Trustee shall furnish written            
notification of the substance or a copy of such amendment to each               
Certificateholder and each Rating Agency.                                       

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

Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel (which Opinion shall not be an
expense of the Trustee or the Trust Fund), satisfactory to the Trustee that (i) 
such amendment is permitted and is not                                          

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prohibited by this Agreement and that all requirements for amending this        
Agreement have been complied with; and (ii) either (A) the amendment does not   
adversely affect in any material respect the interests of any Certificateholder 
or (B) the conclusion set forth in the preceding clause (A) is not required to  
be reached pursuant to this Section 10.01.                                      

SECTION 10.02. Recordation of Agreement; Counterparts.  

      This Agreement is subject to recordation in all appropriate public offices
for real property records in all the counties or other comparable jurisdictions 
in which any or all of the properties subject to the Mortgages are situated, and
in any other appropriate public recording office or elsewhere, such recordation 
to be effected by the Servicer at its expense, but only upon receipt of an      
Opinion of Counsel to the effect that such recordation materially and           
beneficially affects the interests of the Certificateholders.                   

For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed          
simultaneously in any number of counterparts, each of which counterparts shall  
be deemed to be an original, and such counterparts shall constitute but one and 
the same instrument.                                                            

SECTION 10.03. Governing Law.                           

    THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO  
BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES  
OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN         
ACCORDANCE WITH SUCH LAWS.                                                      

SECTION 10.04. Intention of Parties.                    

     It is the express intent of the parties hereto that the conveyance (i) of
the Mortgage Loans by the Seller to the Depositor and (ii) of the Trust Fund by 
the Depositor to the Trustee each be, and be construed as, an absolute sale     
thereof. It is, further, not the intention of the parties that such conveyances 
be deemed a pledge thereof. However, if, notwithstanding the intent of the      
parties, the assets are held to be the property of the Seller or Depositor, as  
the case may be, or if for any other reason this Agreement is held or deemed to 
create a security interest in either such assets, then (i) this Agreement shall 
be deemed to be a security agreement within the meaning of the UCC and (ii) the 
conveyances provided for in this Agreement shall be deemed to be an assignment  
and a grant (i) by the Seller to the Depositor or (ii) by the Depositor to the  
Trustee, for the benefit of the Certificateholders, of a security interest in   
all of the assets transferred, whether now owned or hereafter acquired.         

  The Seller and the Depositor for the benefit of the Certificateholders
shall, to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security    
interest in the Trust Fund, such security interest would be deemed to be a      
perfected security interest of first priority under applicable law and will be  
maintained as such throughout the term of the Agreement. The Depositor shall    
arrange for                                                                     

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filing any Uniform Commercial Code continuation statements in connection with   
any security interest granted or assigned to the Trustee for the benefit of the 
Certificateholders.                                                             

SECTION 10.05. Notices.                                 

      (a) The Trustee shall use its best efforts to promptly provide
notice to each Rating Agency with respect to each of the following of which it  
has actual knowledge:                                                           

          1. Any material change or amendment to this Agreement;

               2. The occurrence of any Event of Default that has not been
cured;                                                  

            3. The resignation or termination of the Servicer or the
Trustee and the appointment of any successor;           

                4. The repurchase or substitution of Mortgage Loans pursuant
to Section 2.03; and                                    

5. The final payment to Certificateholders. 

 In addition, the Trustee shall promptly furnish to each Rating Agency
copies of the following:                                                        

             1. Each report to Certificateholders described in Section
4.06;                                                   

                  2. Each annual statement as to compliance described in Section
3.17;                                                   

            3. Each annual independent public accountants' servicing
report described in Section 3.18; and                   

              4. Any notice of a purchase of a Mortgage Loan pursuant to
Section 2.02, 2.03 or 3.11.                             

     (b) All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when delivered to (a) in the
case of the Depositor, IndyMac MBS, Inc., 155 North Lake Avenue, Pasadena,      
California 91101, Attention: Secondary Marketing, Transaction Management; (b) in
the case of the Servicer, IndyMac Bank, F.S.B., 155 North Lake Avenue, Pasadena,
California 91101, Attention: Secondary Marketing, Transaction Management or such
other address as may be hereafter furnished to the Depositor and the Trustee by 
the Servicer in writing; (c) in the case of the Trustee to the Corporate Trust  
Office, Deutsche Bank National Trust Company, 1761 East St. Andrew Place, Santa 
Ana, California 92705-4934, Attention: Trust Administration IN0515, Series      
2005-A15, or such other address as the Trustee may hereafter furnish to the     
Depositor or Servicer and (d) in the case of each of the Rating Agencies, the   
address specified therefor in the definition corresponding to the name of such  
Rating Agency. Notices to Certificateholders shall be deemed given when mailed, 
first class postage prepaid, to their respective addresses appearing in the     
Certificate Register.                                                           

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SECTION 10.06. Severability of Provisions.              

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

SECTION 10.07. Assignment.                              

 Notwithstanding anything to the contrary contained in this Agreement,
except as provided in Section 6.02, this Agreement may not be assigned by the   
Servicer without the prior written consent of the Trustee and Depositor.        

  SECTION 10.08. Limitation on Rights of Certificateholders.

 The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the trust created by this Agreement, nor entitle    
such Certificateholder's legal representative or heirs to claim an accounting or
to take any action or commence any proceeding in any court for a petition or    
winding up of the trust created hereby, or otherwise affect the rights,         
obligations and liabilities of the parties to this Agreement or any of them.    

    No Certificateholder shall have any right to vote (except as provided in
this Agreement) or in any manner otherwise control the operation and management 
of the Trust Fund, or the obligations of the parties to this Agreement, nor     
shall anything herein set forth or contained in the terms of the Certificates be
construed so as to constitute the Certificateholders from time to time as       
partners or members of an association; nor shall any Certificateholder be under 
any liability to any third party because of any action taken by the parties to  
this Agreement pursuant to any provision of this Agreement.                     

     No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding 
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event  
of Default and of the continuance thereof, as provided in this Agreement, and   
unless the Holders of Certificates evidencing not less than 25% of the Voting   
Rights evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee 
hereunder and shall have offered to the Trustee such reasonable indemnity as it 
may require against the costs, expenses, and liabilities to be incurred therein 
or thereby, and the Trustee, for 60 days after its receipt of such notice,      
request and offer of indemnity shall have neglected or refused to institute any 
such action, suit or proceeding; it being understood and intended, and being    
expressly covenanted by each Certificateholder with every other                 
Certificateholder and the Trustee, that no one or more Holders of Certificates  
shall have any right in any manner whatever by virtue or by availing itself or  
themselves of any provisions of this Agreement to affect, disturb or prejudice  
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the    
common benefit of all Certificateholders. For the protection and                

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enforcement of this Section 10.08, each Certificateholder and the Trustee shall 
be entitled to any relief that can be given either at law or in equity. As long 
as any Voting Rights are held by parties other than the Seller, its Affiliates, 
or its agents as the Seller shall certify to the Trustee upon any such entity   
obtaining such ownership, Voting Rights of Certificates held by the Seller, its 
Affiliates or its agents will be excluded from participating in such voting     
arrangements, and excluded from determining the 25% threshold.                  

SECTION 10.09. Inspection and Audit Rights.             

    The Servicer agrees that, on reasonable prior notice, it will permit any
representative of the Depositor or the Trustee during the Servicer's normal     
business hours, to examine all the books of account, records, reports and other 
papers of the Servicer relating to the Mortgage Loans, to make copies and       
extracts therefrom, to cause such books to be audited by independent certified  
public accountants selected by the Depositor or the Trustee and to discuss its  
affairs, finances and accounts relating to the Mortgage Loans with its officers,
employees and independent public accountants (and by this provision the Servicer
hereby authorizes said accountants to discuss with such representative such     
affairs, finances and accounts), all at such reasonable times and as often as   
may be reasonably requested. Any out-of-pocket expense incident to the exercise 
by the Depositor or the Trustee of any right under this Section 10.09 shall be  
borne by the party requesting such inspection; all other such expenses shall be 
borne by the Servicer or the Subservicer.                                       

 SECTION 10.10. Certificates Nonassessable and Fully Paid.

     It is the intention of the Depositor that Certificateholders shall not be
personally liable for obligations of the Trust Fund, that the interests in the  
Trust Fund represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the   
Trustee pursuant to this Agreement, are and shall be deemed fully paid.         

SECTION 10.11. Official Record.                         

  The Seller agrees that this Agreement is and shall remain at all times
before the time at which this Agreement terminates an official record of the    
Seller as referred to in Section 13(e) of the Federal Deposit Insurance Act.    

SECTION 10.12. Protection of Assets.                    

  (a) Except for transactions and activities entered into in
connection with the securitization that is the subject of this Agreement, the   
trust created by this Agreement is not authorized and has no power to:          

(1) borrow money or issue debt;             

                (2) merge with another entity, reorganize, liquidate or sell
assets;                             

(3) engage in any business or activities.   

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        (b) Each party to this Agreement agrees that it will not file an
involuntary bankruptcy petition against the Trustee or the Trust Fund or        
initiate any other form of insolvency proceeding until after the Certificates   
have been paid in full.                                                         

SECTION 10.13. Qualifying Special Purpose Entity.       

    Notwithstanding any contrary provision of this Agreement, the Trust Fund
shall not hold any property or engage in any activity that would disqualify the 
Trust Fund from being a qualifying special purpose entity under generally       
accepted accounting principles.                                                 

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ARTICLE XI

EXCHANGE ACT REPORTING

SECTION 11.01. Filing Obligations.                      

           The Servicer, the Trustee and the Seller shall reasonably cooperate
with the Depositor in connection with the satisfaction of the Depositor's       
reporting requirements under the Exchange Act with respect to the Trust Fund. In
addition to the information specified below, if so requested by the Depositor   
for the purpose of satisfying its reporting obligation under the Exchange Act,  
the Servicer, the Trustee and the Seller shall provide the Depositor with (a)   
such information which is available to such Person without unreasonable effort  
or expense and within such timeframe as may be reasonably requested by the      
Depositor to comply with the Depositor's reporting obligations under the        
Exchange Act and (b) to the extent such Person is a party (and the Depositor is 
not a party) to any agreement or amendment required to be filed, copies of such 
agreement or amendment in EDGAR-compatible form.                                

SECTION 11.02. Form 10-D Filings.                       

          (a) In accordance with the Exchange Act, the Trustee shall prepare
for filing and file within 15 days after each Distribution Date (subject to     
permitted extensions under the Exchange Act) with the Commission with respect to
the Trust Fund, a Form 10-D with copies of the Monthly Report and, to the extent
delivered to the Trustee, no later than 10 days following the Distribution Date,
such other information identified by the Depositor or the Servicer, in writing, 
to be filed with the Commission (such other information, the "Additional        
Designated Information"). If the Depositor or Servicer directs that any         
Additional Designated Information is to be filed with any Form 10-D, the        
Depositor or Servicer, as the case may be, shall specify the Item on Form 10-D  
to which such information is responsive and, with respect to any Exhibit to be  
filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D
shall be delivered to the Trustee in EDGAR-compatible form or as otherwise      
agreed upon by the Trustee and the Depositor or the Servicer, as the case may   
be, at the Depositor's expense, and any necessary conversion to EDGAR-compatible
format will be at the Depositor's expense. At the reasonable request of, and in 
accordance with the reasonable directions of, the Depositor or the Servicer,    
subject to the two preceding sentences, the Trustee shall prepare for filing and
file an amendment to any Form 10-D previously filed with the Commission with    
respect to the Trust Fund. The Servicer shall sign the Form 10-D filed on behalf
of the Trust Fund.                                                              

          (b) No later than each Distribution Date, each of the Servicer and
the Trustee shall notify the Depositor and the Servicer of any Form 10-D        
Disclosure Item, together with a description of any such Form 10-D Disclosure   
Item in form and substance reasonably acceptable to the Depositor. In addition  
to such information as the Servicer and the Trustee are obligated to provide    
pursuant to other provisions of this Agreement, if so requested by the          
Depositor, each of the Servicer and the Trustee shall provide such information  
which is available to the Servicer and the Trustee, as applicable, without      
unreasonable effort or expense regarding the performance or servicing of the    
Mortgage Loans (in the case of the Trustee, based on the information provided by
the Servicer) as is reasonably required to facilitate preparation of            
distribution reports in accordance with Item 1121 of Regulation AB. Such        
information shall be provided concurrently                                      

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with the Remittance Reports in the case of the Servicer and the Monthly         
Statement in the case of the Trustee, commencing with the first such report due 
not less than five Business Days following such request.                        

           (c) The Trustee shall not have any responsibility to file any items
(other than those generated by it) that have not been received in a format      
suitable (or readily convertible into a format suitable) for electronic filing  
via the EDGAR system and shall not have any responsibility to convert any such  
items to such format (other than those items generated by it or that are readily
convertible to such format). The Trustee shall have no liability to the         
Certificateholders, the Trust Fund, the Servicer or the Depositor with respect  
to any failure to properly prepare or file any of Form 10-D to the extent that  
such failure is not the result of any negligence, bad faith or willful          
misconduct on its part.                                                         

SECTION 11.03. Form 8-K Filings.                        

           The Servicer shall prepare and file on behalf of the Trust Fund any
Form 8-K required by the Exchange Act. Each Form 8-K must be signed by the      
Servicer. Both the Servicer and the Trustee shall promptly notify the Depositor 
and the Servicer (if the notifying party is not the Servicer), but in no event  
later than one (1) Business Day after its occurrence, of any Reportable Event of
which it has actual knowledge. Each Person shall be deemed to have actual       
knowledge of any such event to the extent that it relates to such Person or any 
action or failure to act by such Person. [Concurrently with any Subsequent      
Transfer, the Seller shall notify the Depositor and the Servicer, if any        
material pool characteristic of the actual asset pool at the time of issuance of
the Certificates differs by [5]% or more (other than as a result of the pool    
assets converting into cash in accordance with their terms) from the description
of the asset pool in the Prospectus Supplement.]                                

SECTION 11.04. Form 10-K Filings.                       

     Prior to March 30th of each year, commencing in 2007 (or such
earlier date as may be required by the Exchange Act), the Depositor shall       
prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance 
as required by the Exchange Act. A senior officer in charge of the servicing    
function of the Servicer shall sign each Form 10-K filed on behalf of the Trust 
Fund. Such Form 10-K shall include as exhibits each (i) annual compliance       
statement described under Section 3.17, (ii) annual report on assessments of    
compliance with servicing criteria described under Section 11.07 and (iii)      
accountant's report described under Section 11.07. Each Form 10-K shall also    
include any Sarbanes-Oxley Certification required to be included therewith, as  
described in Section 11.05.                                                     

           If the Item 1119 Parties listed on Exhibit S have changed since the
Closing Date, no later than March 1 of each year, the Servicer shall provide    
each of the Servicer and the Trustee with an updated Exhibit S setting forth the
Item 1119 Parties. No later than March 15 of each year, commencing in 2007, the 
Servicer and the Trustee shall notify the Depositor and the Servicer of any Form
10-K Disclosure Item, together with a description of any such Form 10-K         
Disclosure Item in form and substance reasonably acceptable to the Depositor.   
Additionally, both the Servicer and the Trustee shall provide, and shall cause  
each Reporting Subcontractor retained by the Servicer or the Trustee, as        
applicable, the following information no later than                             

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March 15 of each year in which a Form 10-K is required to be filed on behalf of 
the Trust Fund: (i) if such Person's report on assessment of compliance with    
servicing criteria described under Section 11.07 or related registered public   
accounting firm attestation report described under Section 11.07 identifies any 
material instance of noncompliance, notification of such instance of            
noncompliance and (ii) if any such Person's report on assessment of compliance  
with servicing criteria or related registered public accounting firm attestation
report is not provided to be filed as an exhibit to such Form 10-K, information 
detailing the explanation why such report is not included.                      

SECTION 11.05. Sarbanes-Oxley Certification.            

         Each Form 10-K shall include a certification (the "Sarbanes-Oxley
Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act
(pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and the rules and    
regulations of the Commission promulgated thereunder (including any             
interpretations thereof by the Commission's staff)). No later than March 15 of  
each year, beginning in 2007, the Servicer and the Trustee shall (unless such   
person is the Certifying Person), and the Trustee shall cause each Reporting    
Subcontractor to, provide to the Person who signs the Sarbanes-Oxley            
Certification (the "Certifying Person") a certification (each, a "Performance   
Certification"), in the form attached hereto as Exhibit Q (in the case of the   
Trustee), on which the Certifying Person, the entity for which the Certifying   
Person acts as an officer, and such entity's officers, directors and Affiliates 
(collectively with the Certifying Person, "Certification Parties") can          
reasonably rely. The senior officer in charge of the servicing function of the  
Servicer shall serve as the Certifying Person on behalf of the Trust Fund.      
Neither the Servicer nor the Depositor will request delivery of a certification 
under this clause unless the Depositor is required under the Exchange Act to    
file an annual report on Form 10-K with respect to the Trust Fund. In the event 
that prior to the filing date of the Form 10-K in March of each year, the       
Trustee or the Depositor has actual knowledge of information material to the    
Sarbanes-Oxley Certification, the Trustee or the Depositor, as the case may be, 
shall promptly notify the Servicer and the Depositor. The respective parties    
hereto agree to cooperate with all reasonable requests made by any Certifying   
Person or Certification Party in connection with such Person's attempt to       
conduct any due diligence that such Person reasonably believes to be appropriate
in order to allow it to deliver any Sarbanes-Oxley Certification or portion     
thereof with respect to the Trust Fund.                                         

SECTION 11.06. Form 15 Filing.                          

            Prior to January 30 of the first year in which the Depositor is able
to do so under applicable law, the Depositor shall file a Form 15 relating to   
the automatic suspension of reporting in respect of the Trust Fund under the    
Exchange Act.                                                                   

          SECTION 11.07. Report on Assessment of Compliance and Attestation.

            (a) On or before March 15 of each calendar year, commencing in 2007:

                 (i) Each of the Servicer and the Trustee shall deliver to the
  Depositor and the Servicer a report (in form and substance
          reasonably satisfactory to the Depositor) regarding the Servicer's
or the Trustee's, as applicable, assessment of          

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     compliance with the Servicing Criteria during the immediately
          preceding calendar year, as required under Rules 13a-18 and 15d-18
       of the Exchange Act and Item 1122 of Regulation AB. Such report
         shall be signed by an authorized officer of such Person and shall
           address each of the Servicing Criteria specified on a certification
      substantially in the form of Exhibit W hereto delivered to the
           Depositor concurrently with the execution of this Agreement. To the
       extent any of the Servicing Criteria are not applicable to such
          Person, with respect to asset-backed securities transactions taken
        as a whole involving such Person and that are backed by the same
           asset type backing the Certificates, such report shall include such
            a statement to that effect. The Depositor and the Servicer, and each
            of their respective officers and directors shall be entitled to rely
on upon each such servicing criteria assessment.        

                  (ii) Each of the Servicer and the Trustee shall deliver to the
  Depositor and the Servicer a report of a registered public
           accounting firm reasonably acceptable to the Depositor that attests
            to, and reports on, the assessment of compliance made by Servicer or
           the Trustee, as applicable, and delivered pursuant to the preceding
      paragraphs. Such attestation shall be in accordance with Rules
         1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act
       and the Exchange Act, including, without limitation that in the
          event that an overall opinion cannot be expressed, such registered
           public accounting firm shall state in such report why it was unable
     to express such an opinion. Such report must be available for
          general use and not contain restricted use language. To the extent
        any of the Servicing Criteria are not applicable to such Person,
       with respect to asset-backed securities transactions taken as a
         whole involving such Person and that are backed by the same asset
       type backing the Certificates, such report shall include such a
statement that that effect.                             

                  (iii) The Servicer shall cause each Reporting Subcontractor to
deliver to the Depositor an assessment of compliance and
           accountant's attestation as and when provided in paragraphs (a) and
(b) of this Section 11.07.                              

                (iv) The Trustee shall cause each Reporting Subcontractor to
  deliver to the Depositor and the Servicer an assessment of
       compliance and accountant's attestation as and when provided in
paragraphs (a) and (b) of this Section.                 

           (v) The Servicer and the Trustee shall execute (and the
            Servicer and the Trustee shall cause each Reporting Subcontractor to
           execute) a reliance certificate to enable the Certification Parties
           to rely upon each (i) annual compliance statement provided pursuant
        to Section 3.17, (ii) annual report on assessments of compliance
           with servicing criteria provided pursuant to this Section 11.07 and
         (iii) accountant's report provided pursuant to this Section 11.07
          and shall include a certification that each such annual compliance
            statement or report discloses any deficiencies or defaults described
          to the registered public accountants of such Person to enable such
           accountants to render the certificates provided for in this Section
11.07.                                                  

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(b) In the event the Servicer, the Trustee or Reporting 
Subcontractor is terminated or resigns during the term of this Agreement, such  
Person shall provide documents and information required by this Section 11.07   
with respect to the period of time it was subject to this Agreement or provided 
services with respect to the Trust Fund, the Certificates or the Mortgage Loans.

            (c) An assessment of compliance provided by a Subcontractor pursuant
to Section 11.07(a)(3) or (4) need not address any elements of the Servicing    
Criteria other than those specified by the Servicer or the Trustee, as          
applicable, pursuant to Section 11.07(a)(1).                                    

SECTION 11.08. Use of Subcontractors.                   

(a) [Reserved].                                         

        (b) It shall not be necessary for the Servicer or the Trustee to
seek the consent of the Depositor or any other party hereto to the utilization  
of any Subcontractor. The Servicer or the Trustee, as applicable, shall promptly
upon request provide to the Depositor (or any designee of the Depositor, such as
the Servicer or administrator) a written description (in form and substance     
satisfactory to the Depositor) of the role and function of each Subcontractor   
utilized by such Person, specifying (i) the identity of each such Subcontractor,
(ii) which (if any) of such Subcontractors are "participating in the servicing  
function" within the meaning of Item 1122 of Regulation AB, and (iii) which     
elements of the Servicing Criteria will be addressed in assessments of          
compliance provided by each Subcontractor identified pursuant to clause (ii) of 
this paragraph.                                                                 

            As a condition to the utilization of any Subcontractor determined to
be a Reporting Subcontractor, the Servicer or the Trustee, as applicable, shall 
cause any such Subcontractor used by such Person for the benefit of the         
Depositor to comply with the provisions of Sections 11.07 and 11.09 of this     
Agreement to the same extent as if such Subcontractor were the Servicer (except 
with respect to the Servicer's duties with respect to preparing and filing any  
Exchange Act Reports or as the Certifying Person) or the Trustee, as applicable.
The Servicer or the Trustee, as applicable, shall be responsible for obtaining  
from each Subcontractor and delivering to the Depositor and the Servicer, any   
assessment of compliance and attestation required to be delivered by such       
Subcontractor under Section 11.05 and Section 11.07, in each case as and when   
required to be delivered.                                                       

SECTION 11.09. Amendments.                              

            In the event the parties to this Agreement desire to further clarify
or amend any provision of this Article XI, this Agreement shall be amended to   
reflect the new agreement between the parties covering matters in this Article  
XI pursuant to Section 10.01, which amendment shall not require any Opinion of  
Counsel or Rating Agency confirmations or the consent of any Certificateholder. 

    If, during the period that the Depositor is required to file
Exchange Act Reports with respect to the Trust Fund, the Servicer is no longer  
an Affiliate of the Depositor, the Depositor shall assume the obligations and   
responsibilities of the Servicer in this Article XI with respect to the         
preparation and filing of the Exchange Act Reports and/or acting as the         
Certifying                                                                      

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Person, if the Depositor has received indemnity from such successor             
Servicer satisfactory to the Depositor, and such Servicer has agreed to provide 
a Sarbanes-Oxley Certification to the Depositor substantially in the form of    
Exhibit T.                                                                      

 *     *     *     *     *     *

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          IN WITNESS WHEREOF, the Depositor, the Trustee, the Seller and the
Servicer have caused their names to be signed hereto by their respective        
officers thereunto duly authorized as of the day and year first above written.  

INDYMAC MBS, INC.   
as Depositor      

             By:______________________________
Name:         
Title:        

   [                       ]
as Trustee      

             By:______________________________
Name:         
Title:        

[INDYMAC BANK, F.S.B.]
      as Seller and Servicer

             By:______________________________
Name:         
Title:        

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SCHEDULE I  

Mortgage Loan Schedule  
[Delivered at Closing to Trustee] 

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SCHEDULE II 

Home Equity Mortgage Loan Asset-Backed Certificates,  
Series SPMD [ ] 

Representations and Warranties of the Seller/Servicer 
----------------------------------------------------- 

[Indy Mac Bank, F.S.B.] ("[IndyMac]") hereby makes the      
representations and warranties set forth in this Schedule II to the Depositor   
and the Trustee, as of the Closing Date, or if so specified herein, as of the   
Cut-off Date. Capitalized terms used but not otherwise defined in this          
Schedule II shall have the meanings ascribed thereto in the Pooling and         
Servicing Agreement (the "Pooling and Servicing Agreement") relating to the     
above-referenced Series, among [IndyMac], as seller and servicer, IndyMac MBS,  
Inc., as depositor, and [ ], as trustee.                                        

            (1) [IndyMac] is duly organized as a federally insured savings
 bank and is validly existing and in good standing under the laws of the
   United States of America and is duly authorized and qualified to transact
  any and all business contemplated by the Pooling and Servicing Agreement
 to be conducted by [IndyMac] in any state in which a Mortgaged Property
is located or is otherwise not required under applicable law to effect
such qualification and, in any event, is in compliance with the doing 
business laws of any such state, to the extent necessary to ensure its
 ability to enforce each Mortgage Loan, to service the Mortgage Loans in
   accordance with the Pooling and Servicing Agreement and to perform any of
its other obligations under the Pooling and Servicing Agreement in    
accordance with the terms thereof.                                    

         (2) [IndyMac] has the full corporate power and authority to
   sell and service each Mortgage Loan, and to execute, deliver and perform,
and to enter into and consummate the transactions contemplated by the 
  Pooling and Servicing Agreement and has duly authorized by all necessary
corporate action on the part of [IndyMac] the execution, delivery and 
 performance of the Pooling and Servicing Agreement; and the Pooling and
Servicing Agreement, assuming the due authorization, execution and    
   delivery thereof by the other parties thereto, constitutes a legal, valid
and binding obligation of [IndyMac], enforceable against [IndyMac] in 
   accordance with its terms, except that (a) the enforceability thereof may
  be limited by bankruptcy, insolvency, moratorium, receivership and other
 similar laws relating to creditors' rights generally and (b) the remedy
of specific performance and injunctive and other forms of equitable   
  relief may be subject to equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought.            

         (3) The execution and delivery of the Pooling and Servicing
 Agreement by [IndyMac], the sale and servicing of the Mortgage Loans by
  [IndyMac] under the Pooling and Servicing Agreement, the consummation of
 any other of the transactions contemplated by the Pooling and Servicing
Agreement, and the fulfillment of or compliance with the terms thereof
are in the ordinary course of business of [IndyMac] and will not (A)  
result in a material breach of any term or provision of the charter or
by-                                                                   

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 laws of [IndyMac] or (B) materially conflict with, result in a material
breach, violation or acceleration of, or result in a material default 
 under, the terms of any other material agreement or instrument to which
[IndyMac] is a party or by which it may be bound, or (C) constitute   
a material violation of any statute, order or regulation applicable to
[IndyMac] of any court, regulatory body, administrative agency or     
  governmental body having jurisdiction over [IndyMac] (including, without
limitation, the Office of Thrift Supervision, the Federal Deposit     
  Insurance Corporation or any other governmental entity having regulatory
   authority over [IndyMac]); and [IndyMac] is not in breach or violation of
 any material indenture or other material agreement or instrument, or in
violation of any statute, order or regulation of any court, regulatory
   body, administrative agency or governmental body having jurisdiction over
  it (including, without limitation, the Office of Thrift Supervision, the
Federal Deposit Insurance Corporation or any other governmental entity
   having regulatory authority over [IndyMac]) which breach or violation may
materially impair [IndyMac]'s ability to perform or meet any of its   
obligations under the Pooling and Servicing Agreement.                

       (4) Each Servicer is an approved servicer of conventional
mortgage loans for FNMA or FHLMC or is a mortgagee approved by the    
 Secretary of Housing and Urban Development pursuant to Sections 203 and
211 of the National Housing Act.                                      

         (5) No litigation is pending or, to the best of [IndyMac]'s
   knowledge, threatened against [IndyMac] that would prohibit the execution
   or delivery of, or performance under, the Pooling and Servicing Agreement
by [IndyMac].                                                         

        (6) IndyMac is a member of MERS in good standing, and will
  comply in all material respects with the rules and procedures of MERS in
 connection with the servicing of the MERS Mortgage Loans for as long as
such Mortgage Loans are registered with MERS.                         

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SCHEDULE III  

Home Equity Mortgage Loan Asset-Backed Certificates,  
Series SPMD [ ] 

Representations and Warranties as to the Mortgage Loans 
------------------------------------------------------- 

[IndyMac Bank, F.S.B.] ("[IndyMac]") hereby makes the       
representations and warranties set forth in this Schedule III to the Depositor  
and the Trustee, as of the Closing Date or Subsequent Transfer Date, as         
applicable, or if so specified herein, as of the related Cut-off Date or date   
of origination of the Mortgage Loan (as applicable). Capitalized terms used     
but not otherwise defined in this Schedule III shall have the meanings          
ascribed thereto in the Pooling and Servicing Agreement (the "Pooling and       
Servicing Agreement") relating to the above-referenced Series, among            
[IndyMac], as seller and servicer, IndyMac MBS, Inc., as depositor, and [ ],    
as trustee.                                                                     

            (1) The information set forth on Schedule I to the Pooling and
Servicing Agreement with respect to each Mortgage Loan is true and    
correct in all material respects as of the Closing Date or Subsequent 
Transfer Date, as applicable.                                         

         (2) As of the Closing Date, all regularly scheduled monthly
 payments due with respect to each Mortgage Loan up to and including the
Due Date immediately prior to the related Cut-off Date have been made;
and as of the related Cut-off Date, no Mortgage Loan had a regularly  
scheduled monthly payment that was [60] or more days Delinquent during
the twelve months prior to the related Cut-off Date.                  

             (3) With respect to any Mortgage Loan that is not a Cooperative
Loan, each Mortgage is a valid and enforceable first or second lien on
the Mortgaged Property subject only to (a) the lien of nondelinquent  
current real property taxes and assessments and liens or interests    
arising under or as a result of any federal, state or local law,      
regulation or ordinance relating to hazardous wastes or hazardous     
substances and, if the related Mortgaged Property is a unit in a      
condominium project or planned unit development, any lien for common  
charges permitted by statute or homeowner association fees, (b)       
covenants, conditions and restrictions, rights of way, easements and  
other matters of public record as of the date of recording of such    
  Mortgage, such exceptions appearing of record being generally acceptable
to mortgage lending institutions in the area wherein the related      
  Mortgaged Property is located or specifically reflected in the appraisal
   made in connection with the origination of the related Mortgage Loan, and
 (c) other matters to which like properties are commonly subject that do
   not materially interfere with the benefits of the security intended to be
provided by such Mortgage.                                            

           (4) Immediately prior to the assignment of the Mortgage Loans
to the Depositor, the Seller had good title to, and was the sole owner
   of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest and had full right and                              

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   authority, subject to no interest or participation of, or agreement with,
  any other party, to sell and assign the same pursuant to the Pooling and
Servicing Agreement.                                                  

            (5) As of the date of origination of each Mortgage Loan, there
was no delinquent tax or assessment lien against the related Mortgaged
Property.                                                             

          (6) There is no valid offset, defense or counterclaim to any
 Mortgage Note or Mortgage, including the obligation of the Mortgagor to
pay the unpaid principal of or interest on such Mortgage Note.        

            (7) There are no mechanics' liens or claims for work, labor or
   material affecting any Mortgaged Property that are or may be a lien prior
to, or equal with, the lien of such Mortgage, except those which are  
insured against by the title insurance policy referred to in item (13)
below.                                                                

     (8) To the best of the Seller's knowledge, no Mortgaged
Property has been materially damaged by water, fire, earthquake,      
windstorm, flood, tornado or similar casualty (excluding casualty from
   the presence of hazardous wastes or hazardous substances, as to which the
Seller makes no representation) so as to affect adversely the value of
the related Mortgaged Property as security for such Mortgage Loan.    

            (9) Each Mortgage Loan at origination complied in all material
  respects with applicable state and federal laws, including, usury, equal
 credit opportunity, real estate settlement procedures, truth-in-lending
  HUEPA, applicable predatory and abusive lending laws and disclosure laws
   or any noncompliance does not have a material adverse effect on the value
of the related Mortgage Loan.                                         

         (10) As of the Closing Date or Subsequent Transfer Date, as
applicable, the Seller has not modified the Mortgage in any material  
  respect (except that a Mortgage Loan may have been modified by a written
instrument that has been recorded or submitted for recordation, if    
 necessary, to protect the interests of the Certificateholders and which
  has been delivered to the Trustee); satisfied, cancelled or subordinated
such Mortgage in whole or in part; released the related Mortgaged     
  Property in whole or in part from the lien of such Mortgage; or executed
any instrument of release, cancellation, modification or satisfaction 
with respect thereto.                                                 

       (11) A lender's policy of title insurance together with a
   condominium endorsement and extended coverage endorsement, if applicable,
   in an amount at least equal to the Cut-off Date Principal Balance of each
such Mortgage Loan or a commitment (binder) to issue the same was     
   effective on the date of the origination of each Mortgage Loan, each such
policy is valid and remains in full force and effect.                 

           (12) Each Mortgage Loan was originated (within the meaning of
 Section 3(a)(41) of the Securities Exchange Act of 1934, as amended) by
 an entity that satisfied at the time of origination the requirements of
Section 3(a)(41) of the Securities Exchange Act of 1934, as amended.  

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    (13) To the best of the Seller's knowledge, all of the
improvements which were included for the purpose of determining the   
Appraised Value of the Mortgaged Property lie wholly within the       
boundaries and building restriction lines of such property, and no    
improvements on adjoining properties encroach upon the Mortgaged      
Property, unless such failure to be wholly within such boundaries and 
   restriction lines or such encroachment, as the case may be, does not have
a material effect on the value of such Mortgaged Property.            

           (14) To the best of the Seller's knowledge, as of the date of
origination of each Mortgage Loan, no improvement located on or being 
 part of the Mortgaged Property is in violation of any applicable zoning
   law or regulation unless such violation would not have a material adverse
   effect on the value of the related Mortgaged Property. To the best of the
 Seller's knowledge, all inspections, licenses and certificates required
to be made or issued with respect to all occupied portions of the     
Mortgaged Property and, with respect to the use and occupancy of the  
same, including but not limited to certificates of occupancy and fire 
underwriting certificates, have been made or obtained from the        
appropriate authorities, unless the lack thereof would not have a     
material adverse effect on the value of such Mortgaged Property.      

          (15) The Mortgage Note and the related Mortgage are genuine,
   and each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms and under applicable law.    

    (16) The proceeds of the Mortgage Loan have been fully
disbursed and there is no requirement for future advances thereunder. 

          (17) The related Mortgage contains customary and enforceable
provisions that render the rights and remedies of the holder thereof  
adequate for the realization against the Mortgaged Property of the    
benefits of the security, including, (i) in the case of a Mortgage    
 designated as a deed of trust, by trustee's sale, and (ii) otherwise by
judicial foreclosure.                                                 

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

          (19) At the related Cut-off Date, the improvements upon each
 Mortgaged Property are covered by a valid and existing hazard insurance
policy with a generally acceptable carrier that provides for fire and 
  extended coverage and coverage for such other hazards as are customarily
required by institutional single family mortgage lenders in the area  
 where the Mortgaged Property is located, and the Seller has received no
  notice that any premiums due and payable thereon have not been paid; the
Mortgage obligates the Mortgagor thereunder to maintain all such      
  insurance including flood insurance at the Mortgagor's cost and expense.
  Anything to the contrary in this item (19) notwithstanding, no breach of
this item (19) shall be deemed to give rise to any obligation         

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   of the Seller to repurchase or substitute for such affected Mortgage Loan
 or Loans so long as the Servicer maintains a blanket policy pursuant to
the second paragraph of Section 3.10(a) of the Pooling and Servicing  
Agreement.                                                            

           (20) If at the time of origination of each Mortgage Loan, the
  related Mortgaged Property was in an area then identified in the Federal
Register by the Federal Emergency Management Agency as having special 
flood hazards, a flood insurance policy in a form meeting the         
then-current requirements of the Flood Insurance Administration is in 
effect with respect to such Mortgaged Property with a generally       
acceptable carrier.                                                   

     (21) To the best of the Seller's knowledge, there is no
   proceeding pending or threatened for the total or partial condemnation of
any Mortgaged Property, nor is such a proceeding currently occurring. 

     (22) To the best of the Seller's knowledge, there is no
material event that, with the passage of time or with notice and the  
expiration of any grace or cure period, would constitute a material   
non-monetary default, breach, violation or event of acceleration under
  the Mortgage or the related Mortgage Note; and the Seller has not waived
any material non-monetary default, breach, violation or event of      
acceleration.                                                         

          (23) Each Mortgage File contains an appraisal of the related
Mortgaged Property in a form acceptable to FNMA or FHLMC.             

             (24) Any leasehold estate securing a Mortgage Loan has a stated
term at least as long as the term of the related Mortgage Loan.       

             (25) Each Mortgage Loan was selected from among the outstanding
one- to four-family sub-prime mortgage loans in the Seller's sub-prime
mortgage portfolio at the Closing Date as to which the representations
  and warranties made with respect to the Mortgage Loans set forth in this
   Schedule III can be made. No such selection was made in a manner intended
to adversely affect the interests of the Certificateholders.          

              (26) No more than [   ]% (by aggregate Stated Principal Balance)
of the Mortgage Loans are Cooperative Loans.                          

          (27) Each Cooperative Loan is secured by a valid, subsisting
and enforceable perfected first and second liens (in the case of Loan 
  Group 1) and first liens only (in the case of Loan Group 2) and security
interest in the related Mortgaged Property, subject only to (i) the   
rights of the Cooperative Corporation to collect maintenance and      
   assessments from the Mortgagor, (ii) the lien of the Blanket Mortgage, if
any, on the Cooperative Property and of real property taxes, water and
  sewer charges, rents and assessments on the Cooperative Property not yet
  due and payable, and (iii) other matters to which like Cooperative Units
  are commonly subject which do not materially interfere with the benefits
  of the security intended to be provided by the Security Agreement or the
use, enjoyment, value or marketability of the Cooperative Unit. Each  
original UCC financing statement, continuation statement or other     

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governmental filing or recordation necessary to create or preserve the
  perfection and priority of the first priority lien and security interest
in the Cooperative Shares and Proprietary Lease has been timely and   
properly made. Any security agreement, chattel mortgage or equivalent 
  document related to the Cooperative Loan and delivered to the sponsor or
 its designee establishes in the Seller a valid and subsisting perfected
 first or second lien (in the case of a Cooperative Loan that is in Loan
  Group 1) and first lien only (in the case of a (Cooperative Loan that is
in Loan group 2) on and security interest in the property described   
therein, and the Seller has full right to sell and assign the same.   

           (28) Each Cooperative Corporation qualifies as a "cooperative
housing corporation" as defined in Section 216 of the Code.           

    (29) None of the Mortgage Loans is a "high cost" loan,
"covered" loan or any other similarly designated loan as defined under
 any state, local or federal law, as defined by applicable predatory and
abusive lending laws.                                                 

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SCHEDULE IV 

Planned Balance Schedules 

[Not applicable]  

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EXHIBIT A 

[FORM OF CLASS A, M AND B CERTIFICATE]  

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS      
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE   
OF 1986, AS AMENDED (THE "CODE").                                               

Certificate No.                     :                                           

Cut-off Date                        :                                           

First Distribution Date             :                                           

Initial Certificate Balance                                                     
of this Certificate                                                             
("Denomination")                    :       $                                   

Initial Certificate Balances                                                    
of all Certificates                                                             
of this Class                       :       $                                   

CUSIP                               :                                           

INDYMAC MBS, INC. 

Home Equity Mortgage Loan Asset-Backed Trust  
Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD [ ]  
Class [A ]  

evidencing a percentage interest in the distributions allocable to the
Certificates of the above-referenced Class.                           

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  Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less      
than the Certificate Balance as set forth herein. This Certificate does not     
evidence an obligation of, or an interest in, and is not guaranteed by the      
Depositor, the Seller, the Servicer or the Trustee referred to below or any of  
their respective affiliates. Neither this Certificate nor the Mortgage Loans    
are guaranteed or insured by any governmental agency or instrumentality.        

  This certifies that CEDE & CO. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination   
of this Certificate by the aggregate of the denominations of all Certificates   
of the Class to which this Certificate belongs) in certain monthly              
distributions pursuant to a Pooling and Servicing Agreement dated as of the     
Cut-off Date specified above (the "Agreement") among IndyMac MBS, Inc., as      
depositor (the "Depositor"), [IndyMac Bank, F.S.B.], as seller (in such         
capacity, the "Seller") and as servicer (in such capacity, the "Servicer"),     
and [         ], as trustee (the "Trustee"). To the extent not defined herein,  
the capitalized terms used herein have the meanings assigned in the Agreement.  
This Certificate is issued under and is subject to the terms, provisions and    
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all         
purposes have the same effect as if set forth at this place.                    

   This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized      
signatory of the Trustee.                                                       

*   *   * 

A-2 

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   IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.                                                                  

Dated:  [             ]                                                         

                           [                                    ],
                                 not in its individual Capacity, but solely as
Trustee     

       By ______________________

Countersigned:                                                                  

By ________________________________                                             
Authorized Signatory of                                                 
[                        ],                                             
not in its individual Capacity,                                         
but solely as Trustee                                                   

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UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS      
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE   
OF 1986, AS AMENDED (THE "CODE").                                               

THIS CLASS OF CERTIFICATES CONSISTS OF SUBORDINATED SECURITIES AND THEY WILL    
NOT SATISFY THE REQUIREMENTS OF CERTAIN PROHIBITED TRANSACTION EXEMPTIONS. AS   
A RESULT, THE PURCHASE OR HOLDING OF ANY OF THIS CLASS OF CERTIFICATES BY A     
PLAN INVESTOR MAY CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION OR RESULT IN   
THE IMPOSITION OF EXCISE TAXES OR CIVIL PENALTIES UNDER THE EMPLOYEE            
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR THE CODE.       
ACCORDINGLY, NONE OF THIS CLASS OF CERTIFICATES ARE OFFERED FOR SALE, AND ARE   
NOT TRANSFERABLE, TO PLAN INVESTORS UNLESS AN EXEMPTION FROM THE PROHIBITED     
TRANSACTION RULES OF ERISA AND THE CODE APPLIES TO THE ACQUISITION, HOLDING,    
AND RESALE OF SUCH CERTIFICATE. EACH PURCHASER OF THIS CLASS OF CERTIFICATE,    
BY VIRTUE OF ITS PURCHASE OF SUCH CERTIFICATE, WILL BE DEEMED TO HAVE           
REPRESENTED EITHER THAT IT IS NOT A PLAN INVESTOR OR THAT CERTAIN EXEMPTIONS    
FROM THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE APPLY TO THE   
PLAN INVESTOR'S ACQUISITION, HOLDING, AND RESALE OF SUCH CERTIFICATES.          

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Certificate No.                     :                                           

Cut-off Date                        :                                           

First Distribution Date             :                                           

Initial Certificate Balance                                                     
of Certificate                                                                  
("Denomination")                    :       $                                   

Initial Certificate Balances                                                    
of all Certificates                                                             
of this Class                       :       $                                   

CUSIP                               :                                           

INDYMAC MBS, INC. 
Home Equity Mortgage Loan Asset-Backed Trust, 
Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD [ ]  
Class [M ]  

evidencing a percentage interest in the distributions allocable to the
Certificates of the above-referenced Class.                           

  Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less      
than the Certificate Balance as set forth herein. This Certificate does not     
evidence an obligation of, or an interest in, and is not guaranteed by the      
Depositor, the Seller, the Servicer or the Trustee referred to below or any of  
their respective affiliates. Neither this Certificate nor the Mortgage Loans    
are guaranteed or insured by any governmental agency or instrumentality.        

  This certifies that CEDE & CO. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination   
of this Certificate by the aggregate of the denominations of all Certificates   
of the Class to which this Certificate belongs) in certain monthly              
distributions pursuant to a Pooling and Servicing Agreement dated as of the     
Cut off Date specified above (the "Agreement") among IndyMac MBS, Inc., as      
depositor (the "Depositor"), [IndyMac Bank, F.S.B.], as seller (in such         
capacity, the "Seller") and as servicer (in such capacity, the "Servicer") and  
[        ], as trustee (the "Trustee"). To the extent not defined herein, the   
capitalized terms used herein have the meanings assigned in the Agreement.      
This Certificate is issued under and is subject to the terms, provisions and    
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

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   The Class [M ] Certificates are subordinated securities and they will not
satisfy the requirements of certain prohibited transaction exemptions. As a     
result, the purchase or holding of any of the Class [M ] Certificates by a      
plan investor may constitute a non-exempt prohibited transaction or result in   
the imposition of excise taxes or civil penalties under the Employee            
Retirement Income Security Act of 1974, as amended ("ERISA") or the Code.       
Accordingly, none of the Class [M ] Certificates are offered for sale, and are  
not transferable, to plan investors unless an exemption from the prohibited     
transaction rules of ERISA and the Code applies to the acquisition, holding,    
and resale of such certificate. Each purchaser of a Class [M ] Certificate, by  
virtue of its purchase of such Certificate, will be deemed to have represented  
either that it is not a plan investor or that certain exemptions from the       
prohibited transaction provisions of ERISA and the Code apply to the plan       
investor's acquisition, holding, and resale of such Certificates.               

Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all         
purposes have the same effect as if set forth at this place.                    

   This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized      
signatory of the Trustee.                                                       

*   *   *     

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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  [             ]                                                         

                           [                                    ],
                                 not in its individual Capacity, but solely as
Trustee     

       By ______________________

Countersigned:                                                                  

By ________________________________                                             
Authorized Signatory of                                                 
[                        ],                                             
not in its individual Capacity,                                         
but solely as Trustee                                                   

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UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS      
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE   
OF 1986, AS AMENDED (THE "CODE").                                               

THIS CLASS OF CERTIFICATES CONSISTS OF SUBORDINATED SECURITIES AND THEY WILL    
NOT SATISFY THE REQUIREMENTS OF CERTAIN PROHIBITED TRANSACTION EXEMPTIONS. AS   
A RESULT, THE PURCHASE OR HOLDING OF ANY OF THIS CLASS OF CERTIFICATES BY A     
PLAN INVESTOR MAY CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION OR RESULT IN   
THE IMPOSITION OF EXCISE TAXES OR CIVIL PENALTIES UNDER THE EMPLOYEE            
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR THE CODE.       
ACCORDINGLY, NONE OF THIS CLASS OF CERTIFICATES ARE OFFERED FOR SALE, AND ARE   
NOT TRANSFERABLE, TO PLAN INVESTORS UNLESS AN EXEMPTION FROM THE PROHIBITED     
TRANSACTION RULES OF ERISA AND THE CODE APPLIES TO THE ACQUISITION, HOLDING,    
AND RESALE OF SUCH CERTIFICATE. EACH PURCHASER OF THIS CLASS OF CERTIFICATE,    
BY VIRTUE OF ITS PURCHASE OF SUCH CERTIFICATE, WILL BE DEEMED TO HAVE           
REPRESENTED EITHER THAT IT IS NOT A PLAN INVESTOR OR THAT CERTAIN EXEMPTIONS    
FROM THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE APPLY TO THE   
PLAN INVESTOR'S ACQUISITION, HOLDING, AND RESALE OF SUCH CERTIFICATES.          

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Certificate No.                      :                                          

Cut-off Date                         :                                          

First Distribution Date              :                                          

Initial Certificate Balance                                                     
of this Certificate                                                             
("Denomination")                     :       $                                  

Initial Certificate Balances                                                    
of all Certificates of this Class    :       $                                  

CUSIP                                :                                          

INDYMAC MBS, INC. 

Home Equity Mortgage Loan Asset-Backed Trust, 
Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD [ ]  
Class [B ]  

evidencing a percentage interest in the distributions allocable to the
Certificates of the above-referenced Class.                           

  Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less      
than the Certificate Balance as set forth herein. This Certificate does not     
evidence an obligation of, or an interest in, and is not guaranteed by the      
Depositor, the Seller, the Servicer or the Trustee referred to below or any of  
their respective affiliates. Neither this Certificate nor the Mortgage Loans    
are guaranteed or insured by any governmental agency or instrumentality.        

  This certifies that CEDE & CO. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination   
of this Certificate by the aggregate of the denominations of all Certificates   
of the Class to which this Certificate belongs) in certain monthly              
distributions pursuant to a Pooling and Servicing Agreement dated as of the     
Cut-off Date specified above (the "Agreement") among IndyMac MBS, Inc., as      
depositor (the "Depositor"), [IndyMac Bank, F.S.B.], as seller (in such         
capacity, the "Seller") and as servicer (in such capacity, the "Servicer") and  
[        ], as trustee (the "Trustee"). To the extent not defined herein, the   
capitalized terms used herein have the meanings assigned in the Agreement.      
This Certificate is issued under and is subject to the terms, provisions and    
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

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   The Class [B ] Certificates are subordinated securities and they will not
satisfy the requirements of certain prohibited transaction exemptions. As a     
result, the purchase or holding of any of the Class [B ] Certificates by a      
plan investor may constitute a non-exempt prohibited transaction or result in   
the imposition of excise taxes or civil penalties under the Employee            
Retirement Income Security Act of 1974, as amended ("ERISA") or the Code.       
Accordingly, none of the Class [B ] Certificates are offered for sale, and are  
not transferable, to plan investors unless an exemption from the prohibited     
transaction rules of ERISA and the Code applies to the acquisition, holding,    
and resale of such certificate. Each purchaser of a Class [B ] Certificate, by  
virtue of its purchase of such Certificate, will be deemed to have represented  
either that it is not a plan investor or that certain exemptions from the       
prohibited transaction provisions of ERISA and the Code apply to the plan       
investor's acquisition, holding, and resale of such Certificates.               

Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all         
purposes have the same effect as if set forth at this place.                    

   This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized      
signatory of the Trustee.                                                       

*   *   * 

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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  [             ]                                                         

                           [                                    ],
                                 not in its individual Capacity, but solely as
Trustee     

       By ______________________

Countersigned:                                                                  

By ________________________________                                             
Authorized Signatory of                                                 
[                        ],                                             
not in its individual Capacity,                                         
but solely as Trustee                                                   

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EXHIBIT B 

[RESERVED]  

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EXHIBIT C 

[FORM OF CLASS R CERTIFICATE] 

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL    
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE   
OF 1986, AS AMENDED (THE "CODE").                                               

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE  
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                        

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE        
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE      
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT  
TO SECTION 4975 OF THE CODE, OR, IF THE PURCHASER IS AN INSURANCE COMPANY, A    
REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO   
HEREIN OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE        
AGREEMENT REFERRED TO HEREIN. IN THE EVENT THAT SUCH REPRESENTATION IS          
VIOLATED, OR ANY ATTEMPT TO TRANSFER TO A PLAN OR ARRANGEMENT SUBJECT TO        
SECTION 406 OF ERISA OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR A        
PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF  
ANY SUCH PLAN OR ARRANGEMENT, WITHOUT SUCH OPINION OF COUNSEL, SUCH ATTEMPTED   
TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.                         

Certificate No.                             :                                   

Cut-off Date                                :                                   

Initial Certificate Balance                                                     
of this Certificate                                                             
("Denomination")                            :       $                           

Initial Certificate Balances                                                    
of all Certificates of                                                          
this Class                                  :        $                          

CUSIP                                       :                                   

INDYMAC MBS, INC. 
Home Equity Mortgage Loan Asset-Backed Trust, 
Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD [ ]  

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Class R 

 evidencing the distributions allocable to the Class R Certificates with
  respect to a Trust Fund consisting primarily of a pool of fixed-rate and
adjustable-rate conventional loans (the "Mortgage Loans") secured by  
first liens on one- to four-family residential properties IndyMac MBS,
Inc., as Depositor                                                    

  Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less      
than the Certificate Balance as set forth herein. This Certificate does not     
evidence an obligation of, or an interest in, and is not guaranteed by the      
Depositor, the Seller, the Servicer or the Trustee referred to below or any of  
their respective affiliates. Neither this Certificate nor the Mortgage Loans    
are guaranteed or insured by any governmental agency or instrumentality.        

This certifies that INDYMAC MBS, INC. is the registered owner of the  
Percentage Interest (obtained by dividing the Denomination of this Certificate  
by the aggregate Initial Certificate Balances of all Certificates of the Class  
to which this Certificate belongs) in certain monthly distributions pursuant    
to a Pooling and Servicing Agreement dated as of the Cut-Off Date specified     
above (the "Agreement") among IndyMac MBS, Inc., as depositor (the              
"Depositor"), [IndyMac Bank, F.S.B.], as seller (in such capacity, the          
"Seller") and as servicer (in such capacity, the "Servicer"), and [      ], as  
trustee (the "Trustee"). To the extent not defined herein, the capitalized      
terms used herein have the meanings assigned in the Agreement. This             
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

Any distribution of the proceeds of any remaining assets of the Trust 
Fund will be made only upon presentment and surrender of this Class R           
Certificate at the Corporate Trust Office or the office or agency maintained    
by the Trustee in New York, New York.                                           

No transfer of a Class R Certificate shall be made unless the Trustee 
shall have received either (i) a representation letter from the transferee of   
such Certificate, acceptable to and in form and substance satisfactory to the   
Trustee, to the effect that such transferee is not an employee benefit plan or  
arrangement subject to Section 406 of ERISA, nor a plan or arrangement subject  
to Section 4975 of the Code or a person acting on behalf of any such plan or    
arrangement nor using the assets of any such plan or arrangement to effect      
such transfer, which representation letter shall not be an expense of the       
Trustee, the Servicer or the Trust Fund, (ii) if the purchaser is an insurance  
company, a representation that the purchaser is an insurance company which is   
purchasing such Certificates with funds contained in an "insurance company      
general account" (as such term is defined in Section V(e) of Prohibited         
Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and     
holding of such Certificates are covered under PTCE 95-60 or (iii) in the case  
of any such Class R Certificate presented for registration in the name of an    
employee benefit plan subject to ERISA or a plan or arrangement subject to      
Section 4975 of the Code (or comparable provisions of any subsequent            
enactments), or a trustee of any such plan or arrangement or any other person   
acting on behalf of any such plan or arrangement or using such plan's or        
arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and     
the Servicer to the effect that the purchase or holding of such Class R         
Certificate will not result in                                                  

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the assets of the Trust Fund being deemed to be "plan assets" and subject to    
the prohibited transaction provisions of ERISA and the Code and will not        
subject the Trustee or the Servicer to any obligation in addition to those      
expressly undertaken in the Agreement or to any liability, which Opinion of     
Counsel shall not be an expense of the Trustee, the Servicer or the Trust       
Fund. In the event that such representation is violated, or any attempt to      
transfer to a plan or arrangement subject to Section 406 of ERISA or a plan     
subject to Section 4975 of the Code, or a person acting on behalf of any such   
plan or arrangement or using the assets of any such plan or arrangement,        
without such Opinion of Counsel, such attempted transfer or acquisition shall   
be void and of no effect.                                                       

Each Holder of this Class R Certificate shall be deemed by the acceptance or    
acquisition an Ownership Interest in this Class R Certificate to have agreed    
to be bound by the following provisions, and the rights of each Person          
acquiring any Ownership Interest in this Class R Certificate are expressly      
subject to the following provisions: (i) each Person holding or acquiring any   
Ownership Interest in this Class R Certificate shall be a Permitted Transferee  
and shall promptly notify the Trustee of any change or impending change in its  
status as a Permitted Transferee, (ii) no Ownership Interest in this Class R    
Certificate may be registered on the Closing Date or thereafter transferred,    
and the Trustee shall not register the Transfer of this Certificate unless, in  
addition to the certificates required to be delivered to the Trustee under      
Section 5.02(b) of the Agreement, the Trustee shall have been furnished with a  
Transfer Affidavit of the initial owner or the proposed transferee in the form  
attached as Exhibit I to the Agreement, (iii) each Person holding or acquiring  
any Ownership Interest in this Class R Certificate shall agree (A) to obtain a  
Transfer Affidavit from any other Person to whom such Person attempts to        
Transfer its Ownership Interest this Class R Certificate, (B) to obtain a       
Transfer Affidavit from any Person for whom such Person is acting as nominee,   
trustee or agent in connection with any Transfer of this Class R Certificate    
and (C) not to Transfer the Ownership Interest in this Class R Certificate or   
to cause the Transfer of the Ownership Interest in this Class R Certificate to  
any other Person if it has actual knowledge that such Person is not a           
Permitted Transferee and (iv) any attempted or purported Transfer of the        
Ownership Interest in this Class R Certificate in violation of the provisions   
herein shall be absolutely null and void and shall vest no rights in the        
purported Transferee.                                                           

Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all         
purposes have the same effect as if set forth at this place.                    

   This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized      
signatory of the Trustee.                                                       

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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  [             ]                                                         

                           [                                    ],
                                 not in its individual Capacity, but solely as
Trustee     

       By ______________________

Countersigned:                                                                  

By ________________________________                                             
Authorized Signatory of                                                 
[                        ],                                             
not in its individual Capacity,                                         
but solely as Trustee                                                   

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EXHIBIT D 

[FORM OF CLASS X CERTIFICATE] 

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE   
OF 1986, AS AMENDED (THE "CODE").                                               

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE  
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                        

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE        
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE      
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT  
TO SECTION 4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE    
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE   
TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON     
BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE  
REPRESENTATION LETTER OR THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS  
DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.                                 

Certificate No.                     :                                           

Cut-off Date                        :                                           

First Distribution Date             :                                           

Percentage Interest                                                             
of this Certificate                                                             
("Denomination")                    :       %                                   

CUSIP                               :                                           

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INDYMAC MBS, INC. 
Home Equity Mortgage Loan Asset-Backed Trust, 
Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD [ ]  
Class X 

evidencing a percentage interest in the distributions allocable to the
Certificates of the above-referenced Class.                           

   Distributions in respect of this Certificate are distributable monthly as
set forth herein. This Certificate does not evidence an obligation of, or an    
interest in, and is not guaranteed by the Depositor, the Seller, the Servicer   
or the Trustee referred to below or any of their respective affiliates.         
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by    
any governmental agency or instrumentality.                                     

  This certifies that HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES
SPMD [        ] is the registered owner of the Percentage Interest evidenced by 
this Certificate (obtained by dividing the denomination of this Certificate by  
the aggregate of the denominations of all Certificates of the Class to which    
this Certificate belongs) in certain monthly distributions pursuant to a        
Pooling and Servicing Agreement dated as of the Cut-off Date specified above    
(the "Agreement") among IndyMac MBS, Inc., as depositor (the "Depositor"),      
[IndyMac Bank, F.S.B.], as seller (in such capacity, the "Seller") and as       
servicer (in such capacity, the "Servicer"), and [           ], as trustee (the 
"Trustee"). To the extent not defined herein, the capitalized terms used        
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

   This Certificate does not have a Certificate Balance or Pass-Through Rate
and will be entitled to distributions only to the extent set forth in the       
Agreement. In addition, any distribution of the proceeds of any remaining       
assets of the Trust will be made only upon presentment and surrender of this    
Certificate at the Corporate Trust Office or the office or agency maintained    
by the Trustee.                                                                 

No transfer of a Certificate of this Class shall be made unless such  
disposition is exempt from the registration requirements of the Securities Act  
of 1933, as amended (the "1933 Act"), and any applicable state securities laws  
or is made in accordance with the 1933 Act and such laws. In the event of any   
such transfer, the Trustee shall require the transferor to execute a            
transferor certificate (in substantially the form attached to the Pooling and   
Servicing Agreement) and deliver either (i) an Investment Letter or the Rule    
144A Letter, in either case substantially in the form attached to the           
Agreement, or (ii) a written Opinion of Counsel to the Trustee that such        
transfer may be made pursuant to an exemption, describing the applicable        
exemption and the basis therefor, from the 1933 Act or is being made pursuant   
to the 1933 Act, which Opinion of Counsel shall be an expense of the            
transferor.                                                                     

No transfer of a Certificate of this Class shall be made unless the   
Trustee shall have received either (i) a representation letter from the         
transferee of such Certificate, acceptable to and                               

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in form and substance satisfactory to the Trustee, to the effect that such      
transferee is not an employee benefit plan subject to Section 406 of ERISA or   
Section 4975 of the Code, nor a person acting on behalf of any such plan,       
which representation letter shall not be an expense of the Trustee, or (ii) if  
the purchaser is an insurance company, a representation that the purchaser is   
an insurance company which is purchasing such Certificates with funds           
contained in an "insurance company general account" (as such term is defined    
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE          
95-60")) and that the purchase and holding of such Certificates are covered     
under PTCE 95-60, or (iii) in the case of a Certificate presented for           
registration in the name of an employee benefit plan subject to ERISA, or a     
plan or arrangement subject to Section 4975 of the Code (or comparable          
provisions of any subsequent enactments), or a trustee of any such plan or any  
other person acting on behalf of any such plan or arrangement or using such     
plan's or arrangement's assets, an Opinion of Counsel satisfactory to the       
Trustee and the Servicer, which Opinion of Counsel shall not be an expense of   
the Trustee, the Servicer or the Trust Fund, addressed to the Trustee, to the   
effect that the purchase or holding of such Certificate will not result in the  
assets of the Trust Fund being deemed to be "plan assets" and subject to the    
prohibited transaction provisions of ERISA and the Code and will not subject    
the Trustee or the Servicer to any obligation in addition to those expressly    
undertaken in this Agreement or to any liability.                               

Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all         
purposes have the same effect as if set forth at this place.                    

   This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized      
signatory of the Trustee.                                                       

*   *   * 

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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  [             ]                                                         

                           [                                    ],
                                 not in its individual Capacity, but solely as
Trustee     

       By ______________________

Countersigned:                                                                  

By ________________________________                                             
Authorized Signatory of                                                 
[                        ],                                             
not in its individual Capacity,                                         
but solely as Trustee                                                   

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EXHIBIT E 

[FORM OF REVERSE OF CERTIFICATES] 

INDYMAC MBS, INC. 
Home Equity Mortgage Loan Asset-Backed Trust, 
Home Equity Mortgage Loan Asset-Backed Certificates 

This Certificate is one of a duly authorized issue of Certificates    
designated as IndyMac MBS, Inc., Home Equity Mortgage Loan Asset-Backed         
Certificates, of the Series specified on the face hereof (herein collectively   
called the "Certificates"), and representing a beneficial ownership interest    
in the Trust Fund created by the Agreement.                                     

   The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Distribution Account for     
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

This Certificate does not purport to summarize the Agreement and      
reference is made to the Agreement for the interests, rights and limitations    
of rights, benefits, obligations and duties evidenced thereby, and the rights,  
duties and immunities of the Trustee.                                           

Pursuant to the terms of the Agreement, a distribution will be made on
the [25]th day of each month or, if such [25]th day is not a Business Day, the  
Business Day immediately following (the "Distribution Date"), commencing on     
the first Distribution Date specified on the face hereof, to the Person in      
whose name this Certificate is registered at the close of business on the       
applicable Record Date in an amount equal to the product of the Percentage      
Interest evidenced by this Certificate and the amount required to be            
distributed to Holders of Certificates of the Class to which this Certificate   
belongs on such Distribution Date pursuant to the Agreement. The Record Date    
applicable to each Distribution Date is the last Business Day of the month      
next preceding the month of such Distribution Date.                             

Distributions on this Certificate shall be made by wire transfer of   
immediately available funds to the account of the Holder hereof at a bank or    
other entity having appropriate facilities therefor, if such Certificateholder  
shall have so notified the Trustee in writing at least five Business Days       
prior to the related Record Date and such Certificateholder shall satisfy the   
conditions to receive such form of payment set forth in the Agreement, or, if   
not, by check mailed by first class mail to the address of such                 
Certificateholder appearing in the Certificate Register. The final              
distribution on each Certificate will be made in like manner, but only upon     
presentment and surrender of such Certificate at the Corporate Trust Office or  
such other location specified in the notice to Certificateholders of such       
final distribution.                                                             

The Agreement permits, with certain exceptions therein provided, the  
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any     
time by the Depositor, the Servicer and the Trustee with the consent of the     
Holders of Certificates affected by such amendment evidencing                   

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the requisite Percentage Interest, as provided in the Agreement. Any such       
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange therefor or in lieu  
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

 As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the Corporate Trust Office or the office or agency maintained by    
the Trustee in [New York, New York], accompanied by a written instrument of     
transfer in form satisfactory to the Trustee and the Certificate Registrar      
duly executed by the holder hereof or such holder's attorney duly authorized    
in writing, and thereupon one or more new Certificates of the same Class in     
authorized denominations and evidencing the same aggregate Percentage Interest  
in the Trust Fund will be issued to the designated transferee or transferees.   

The Certificates are issuable only as registered Certificates without 
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates    
are exchangeable for new Certificates of the same Class in authorized           
denominations and evidencing the same aggregate Percentage Interest, as         
requested by the Holder surrendering the same.                                  

 No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

  The Depositor, the Servicer, the Seller and the Trustee and any agent of
the Depositor or the Trustee may treat the Person in whose name this            
Certificate is registered as the owner hereof for all purposes, and neither     
the Depositor, the Trustee, nor any such agent shall be affected by any notice  
to the contrary.                                                                

  On any Distribution Date on which the aggregate Stated Principal Balance
of the Mortgage Loans is less than or equal to 10% of the aggregate Cut-off     
Date Principal Balances of the Mortgage Loans, the Servicer will have the       
option to repurchase, in whole, from the Trust Fund all remaining Mortgage      
Loans and all property acquired in respect of the Mortgage Loans at a purchase  
price determined as provided in the Agreement. The obligations and              
responsibilities created by the Agreement will terminate as provided in         
Section 9.01 of the Agreement.                                                  

Any term used herein that is defined in the Agreement shall have the  
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

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ASSIGNMENT  
----------  

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and     
transfer(s) unto ____________________________________________________________   
_____________________________________________________________________________   
_____________________________________________________________________________   
_____________________________________________________________________________   
_____________________________________________________________________________   
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to          
assignee on the Certificate Register of the Trust Fund.                         

I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such            
Certificate to the following address: _______________________________________   
____________________________________________________________________________.   

Dated:                                                                          
                                   _______________________________________
                                 Signature by or on behalf of assignor

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DISTRIBUTION INSTRUCTIONS 

 The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in        
immediately available funds to ______________________________________________,  
_____________________________________________________________________________,  
for the account of __________________________________________________________,  
account number __________, or, if mailed by check, to _______________________.  
Applicable statements should be mailed to ___________________________________,  
_____________________________________________________________________________.  

   This information is provided by ________________________________________,
the assignee named above, or ________________________________________________,  
as its agent.                                                                   

STATE OF                  )                                                     
)  ss.:                     
COUNTY OF                 )                                                     

  On the ___ th day of ___________, 20__ before me, a notary public in and
for said State, personally appeared ___________________, known to me who, being 
by me duly sworn, did depose and say that he executed the foregoing instrument. 

                                     ___________________________________
                                       Notary Public

[Notarial Seal]                                                                 

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EXHIBIT F 

[RESERVED]  

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EXHIBIT G 

FORM OF INITIAL CERTIFICATION OF TRUSTEE  

[date]  

[Depositor]                                                                     

[Servicer]                                                                      

[Seller]                                                                        
___________________                                                             
___________________                                                             

    Re:  Pooling and Servicing Agreement among IndyMac MBS, Inc., as
            Depositor, [IndyMac Bank, F.S.B.], as Seller and Servicer, and
              [          ], as Trustee, Home Equity Mortgage Loan Asset-Backed
       Trust, Series SPMD [         ], Home Equity Mortgage Loan
        Asset-Backed Certificates, Series SPMD [        ] [and the
           Subsequent Transfer Agreement dated as of [          ], among
         IndyMac MBS, Inc., as Depositor, [IndyMac Bank, F.S.B.], as
Seller, and [             ], as Trustee]          
             ---------------------------------------------------------------

Gentlemen:                                                                      

In accordance with Section 2.02 of the above-captioned Pooling and    
Servicing Agreement (the "Pooling and Servicing Agreement"), [and the           
above-captioned Subsequent Transfer Agreement] the undersigned, as Trustee,     
hereby certifies that, as to each [Initial][Subsequent] Mortgage Loan listed    
in the Mortgage Loan Schedule (other than any [Initial][Subsequent] Mortgage    
Loan listed in the attached schedule), it has received:                         

(i) the original Mortgage Note, endorsed as provided in the following 
form: "Pay to the order of ________, without recourse"; and                     

   (ii) a duly executed assignment of the Mortgage (which may be included in
a blanket assignment or assignments); provided, however, that it has received   
no assignment with respect to any Mortgage for which the related Mortgaged      
Property is located in the Commonwealth of Puerto Rico.                         

Based on its review and examination and only as to the foregoing      
documents, such documents appear regular on their face and related to such      
[Initial][Subsequent] Mortgage Loan.                                            

The Trustee has made no independent examination of any documents      
contained in each Mortgage File beyond the review specifically required in the  
Pooling and Servicing Agreement. The Trustee makes no representations as to:    
(i) the validity, legality, sufficiency, enforceability or genuineness of any   
of the documents contained in each Mortgage File of any of the                  

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[Initial][Subsequent] Mortgage Loans identified on the Mortgage Loan Schedule,  
or (ii) the collectability, insurability, effectiveness or suitability of any   
such [Initial][Subsequent] Mortgage Loan.                                       

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

                        [               ],
                as Trustee

                                         By:________________________________

                                         Name:______________________________

                                         Title:_____________________________

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EXHIBIT G-1 

FORM OF DELAY DELIVERY CERTIFICATION  

[date]  

[Depositor]                                                                     

[Servicer]                                                                      

    Re:  Pooling and Servicing Agreement among IndyMac MBS, Inc., as
            Depositor, [IndyMac Bank, F.S.B.], as Seller and Servicer, and
              [          ], as Trustee, Home Equity Mortgage Loan Asset-Backed
       Trust, Series SPMD [         ], Home Equity Mortgage Loan
        Asset-Backed Certificates, Series SPMD [        ] [and the
           Subsequent Transfer Agreement dated as of [          ], among
         IndyMac MBS, Inc., as Depositor, [IndyMac Bank, F.S.B.], as
Seller, and [             ], as Trustee]          
             ---------------------------------------------------------------

Gentlemen:                                                                      

[Reference is made to the Initial Certification of Trustee relating to
the above-referenced series, with the schedule of exceptions attached thereto,  
delivered by the undersigned, as Trustee, on the Closing Date in accordance     
with Section 2.02 of the above-captioned Pooling and Servicing Agreement.] The  
undersigned hereby certifies that [, with respect to the Subsequent Mortgage    
Loans delivered in connection with the Subsequent Transfer Agreement,] as to    
each Delay Delivery Mortgage Loan listed on the Schedule A attached hereto      
(other than any [Initial Mortgage Loan][Subsequent Mortgage Loan] paid in full  
or listed on Schedule B attached hereto) it has received:                       

       (i) (A) the original Mortgage Note, endorsed by manual or
   facsimile signature in blank in the following form: "Pay to the
order of _________ _____________ without recourse", with all
    intervening endorsements showing a complete chain of endorsement
       from the originator to the Person endorsing the Mortgage Note (each
      such endorsement being sufficient to transfer all right, title and
 interest of the party so endorsing, as noteholder or assignee
      thereof, in and to that Mortgage Note) and (B) with respect to any
     Lost Mortgage Note, a lost note affidavit from the Seller stating
        that the original Mortgage Note was lost or destroyed, together with
a copy of such Mortgage Note;                               

           (ii) a duly executed assignment of the Mortgage (which may be
    included in a blanket assignment or assignments), together with,
      except as provided below, all interim recorded assignments of such
       mortgage (each such assignment, when duly and validly completed, to
        be in recordable form and sufficient to effect the assignment of and
transfer to the assignee thereof, under                     

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     the Mortgage to which the assignment relates); provided that such
 assignment of Mortgage need not be delivered in the case of a
      Mortgage for which the related Mortgage Property is located in the
Commonwealth of Puerto Rico.                                

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

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The Trustee has made no independent examination of any documents      
contained in each Mortgage File beyond the review specifically required in the  
above-referenced Pooling and Servicing Agreement. The Trustee makes no          
representations as to: (i) the validity, legality, sufficiency, enforceability  
or genuineness of any of the documents contained in each Mortgage File of any   
of the [Initial Mortgage Loans][Subsequent Mortgage Loans] identified on the    
[Mortgage Loan Schedule][Loan Number and Borrower Identification Mortgage Loan  
Schedule] or (ii) the collectibility, insurability, effectiveness or            
suitability of any such [Initial Mortgage Loan][Subsequent Mortgage Loan].      

Capitalized words and phrases used herein shall have the respective   
meanings assigned to them in the above-captioned Pooling and Servicing          
Agreement.                                                                      

                                     [                      ],
                      as Trustee

                                            By:_____________________________
                 Name:
                  Title:

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EXHIBIT H 

FORM OF FINAL CERTIFICATION OF TRUSTEE  

[date]  

[Depositor]                                                                     

[Servicer]                                                                      

[Seller]                                                                        
___________________                                                             
___________________                                                             

    Re:  Pooling and Servicing Agreement among IndyMac MBS, Inc., as
            Depositor, [IndyMac Bank, F.S.B.], as Seller and Servicer, and
              [          ], as Trustee, Home Equity Mortgage Loan Asset-Backed
       Trust, Series SPMD [         ], Home Equity Mortgage Loan
        Asset-Backed Certificates, Series SPMD [        ] [and the
           Subsequent Transfer Agreement dated as of [          ], among
         IndyMac MBS, Inc., as Depositor, [IndyMac Bank, F.S.B.], as
Seller, and [             ], as Trustee]          
             ---------------------------------------------------------------

Gentlemen:                                                                      

In accordance with Section 2.02 of the above-captioned Pooling and    
Servicing Agreement (the "Pooling and Servicing Agreement") [and the            
above-captioned Subsequent Transfer Agreement], the undersigned, as Trustee,    
hereby certifies that as to each [Initial][Subsequent] Mortgage Loan listed in  
the Mortgage Loan Schedule (other than any [Initial][Subsequent] Mortgage Loan  
paid in full or listed on the attached Document Exception Report) it has        
received:                                                                       

  (i) The original Mortgage Note, endorsed in the form provided in Section
2.01(f) of the Pooling and Servicing Agreement, with all intervening            
endorsements showing a complete chain of endorsement from the originator to     
the Seller.                                                                     

(ii) The original recorded Mortgage.                                  

  (iii) A duly executed assignment of the Mortgage in the form provided in
Section 2.01(f) of the Pooling and Servicing Agreement; provided, however,      
that it has received no assignment with respect to any Mortgage for which the   
related Mortgaged Property is located in the Commonwealth of Puerto Rico, or,   
if the Depositor has certified or the Trustee otherwise knows that the related  
Mortgage has not been returned from the applicable recording office, a copy of  
the assignment of the Mortgage (excluding information to be provided by the     
recording office).                                                              

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(iv) The original or duplicate original recorded assignment or        
assignments of the Mortgage showing a complete chain of assignment from the     
originator to the Seller.                                                       

(v) The original or duplicate original lender's title policy and all  
riders thereto or, any one of an original title binder, an original             
preliminary title report or an original title commitment, or a copy thereof     
certified by the title company.                                                 

Based on its review and examination and only as to the foregoing      
documents, (a) such documents appear regular on their face and related to such  
[Initial][Subsequent] Mortgage Loan, and (b) the information set forth in       
items (i), (ii), (iii), (iv), (vi) and (xi) of the definition of the "Mortgage  
Loan Schedule" in Section 1.01 of the Pooling and Servicing Agreement           
accurately reflects information set forth in the Mortgage File.                 

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

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

                        [               ],
                as Trustee

                                         By:________________________________

                                         Name:______________________________

                                         Title:_____________________________

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EXHIBIT I       

TRANSFER AFFIDAVIT  

IndyMac MBS, Inc.,  
Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD [ ] 
Home Equity Mortgage Loan Asset-Backed Certificates,  
Series SPMD [ ] 

STATE OF              )                                                         
) ss.:                              
COUNTY OF             )                                                         

The undersigned, being first duly sworn, deposes and says as follows: 

1. The undersigned is an officer of ________________, the proposed    
Transferee of an Ownership Interest in a Class R Certificate (the               
"Certificate") issued pursuant to the Pooling and Servicing Agreement, (the     
"Agreement"), relating to the above-referenced Series, by and among IndyMac     
MBS, Inc., as depositor (the "Depositor"), [IndyMac Bank, F.S.B.], as seller    
and servicer and [          ], as Trustee. Capitalized terms used, but not      
defined herein or in Exhibit 1 hereto, shall have the meanings ascribed to      
such terms in the Agreement. The Transferee has authorized the undersigned to   
make this affidavit on behalf of the Transferee.                                

  2. The Transferee is, as of the date hereof, and will be, as of the date
of the Transfer, a Permitted Transferee. The Transferee is acquiring its        
Ownership Interest in the Certificate for its own account. The Transferee has   
no knowledge that any such affidavit is false.                                  

3. The Transferee has been advised of, and understands that (i) a tax 
will be imposed on Transfers of the Certificate to Persons that are not         
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if  
such Transfer is through an agent (which includes a broker, nominee or          
middleman) for a Person that is not a Permitted Transferee, on the agent; and   
(iii) the Person otherwise liable for the tax shall be relieved of liability    
for the tax if the subsequent Transferee furnished to such Person an affidavit  
that such subsequent Transferee is a Permitted Transferee and, at the time of   
Transfer, such Person does not have actual knowledge that the affidavit is      
false.                                                                          

   4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time       
during the taxable year of the pass-through entity a Person that is not a       
Permitted Transferee is the record holder of an interest in such entity. The    
Transferee understands that such tax will not be imposed for any period with    
respect to which the record holder furnishes to the pass-through entity an      
affidavit that such record holder is a Permitted Transferee and the             
pass-through entity does not have actual knowledge that such affidavit is       
false. (For this purpose, a "pass-through entity" includes a regulated          
investment company, a real estate investment trust or common trust fund, a      
partnership, trust or estate, and certain cooperatives and, except as may be    
provided in Treasury Regulations, persons holding interests in pass-through     
entities as a nominee for another Person.)                                      

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 5. The Transferee has reviewed the provisions of Section 5.02(c) of the
Agreement (attached hereto as Exhibit 2 and incorporated herein by reference)   
and understands the legal consequences of the acquisition of an Ownership       
Interest in the Certificate including, without limitation, the restrictions on  
subsequent Transfers and the provisions regarding voiding the Transfer and      
mandatory sales. The Transferee expressly agrees to be bound by and to abide    
by the provisions of Section 5.02(c) of the Agreement and the restrictions      
noted on the face of the Certificate. The Transferee understands and agrees     
that any breach of any of the representations included herein shall render the  
Transfer to the Transferee contemplated hereby null and void.                   

  6. The Transferee agrees to require a Transfer Affidavit from any Person
to whom the Transferee attempts to Transfer its Ownership Interest in the       
Certificate, and in connection with any Transfer by a Person for whom the       
Transferee is acting as nominee, trustee or agent, and the Transferee will not  
Transfer its Ownership Interest or cause any Ownership Interest to be           
Transferred to any Person that the Transferee knows is not a Permitted          
Transferee. In connection with any such Transfer by the Transferee, the         
Transferee agrees to deliver to the Trustee a certificate substantially in the  
form set forth as Exhibit J to the Agreement (a "Transferor Certificate") to    
the effect that such Transferee has no actual knowledge that the Person to      
which the Transfer is to be made is not a Permitted Transferee.                 

   7. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the           
Certificate.                                                                    

8. The Transferee's taxpayer identification number is ____________.   

9. The Transferee is a U.S. Person as defined in Code Section         
7701(a)(30).                                                                    

10. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations          
promulgated pursuant to the Code and that the transferor of a noneconomic       
residual interest will remain liable for any taxes due with respect to the      
income on such residual interest, unless no significant purpose of the          
transfer was to impede the assessment or collection of tax.                     

11. Either (i) the Transferee is not an employee benefit plan that is 
subject to ERISA or a plan that is subject to Section 4975 of the Code, and     
the Transferee is not acting on behalf of or investing plan assets of such a    
plan, or (ii) the Transferee is an insurance company that is purchasing such    
Certificate with funds contained in an "insurance company general account" as   
such term is defined in Section V(e) of Prohibited Transaction Class Exemption  
95-60 ("PTCE 95-60") and the purchase and holding of such Certificate are       
covered under Sections I and III of PTCE 95-60.                                 

*   *   * 

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IN WITNESS WHEREOF, the Transferee has caused this instrument to be   
executed on its behalf, pursuant to authority of its Board of Directors, by     
its duly authorized officer and its corporate seal to be hereunto affixed,      
duly attested, this ____ day of ________, 20__.                                 

                                 _________________________________________
                Print Name of Transferee

                                 By:______________________________________
   Name:
    Title:
[Corporate Seal]                                                                

ATTEST:                                                                         

_________________________________                                               
[Assistant] Secretary                                                           

Personally appeared before me the above-named ____________, known or  
proved to me to be the same person who executed the foregoing instrument and to 
be the _______________  of the Transferee, and acknowledged that he executed    
the same as his free act and deed and the free act and deed of the Transferee.  

Subscribed and sworn before me this ____ day of _________, 20__.      

                                      ______________________________________
                                     NOTARY PUBLIC

                                     My Commission expires the ____ day of
                  ____________, 20__

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                                                                   EXHIBIT 1
                                                                to EXHIBIT I

Certain Definitions 
------------------- 

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

  "Permitted Transferee": Any Person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of     
any of the foregoing, (ii) a foreign government, International Organization or  
any agency or instrumentality of either of the foregoing, (iii) an              
organization (except certain farmers' cooperatives described in Code Section    
521) which is exempt from tax imposed by Chapter 1 of the Code (including the   
tax imposed by Code Section 511 on unrelated business taxable income) on any    
excess inclusions (as defined in Code Section 860E(c)(1)) with respect to any   
Class R Certificate, (iv) rural electric and telephone cooperatives described   
in Code Section 1381(a)(2)(c), (v) a Person that is not a U.S. Person, and      
(vi) any other Person so designated by the Trustee based upon an Opinion of     
Counsel that the Transfer of an Ownership Interest in a Class R Certificate to  
such Person may cause the Trust Fund to fail to qualify as a REMIC at any time  
that certain Certificates are Outstanding. The terms "United States," "State"   
and "International Organization" shall have the meanings set forth in Code      
Section 7701 or successor provisions. A corporation will not be treated as an   
instrumentality of the United States or of any State or political subdivision   
thereof if all of its activities are subject to tax, and, with the exception    
of the FHLMC, a majority of its board of directors is not selected by such      
governmental unit.                                                              

  "Person": Any individual, corporation, partnership, joint venture, bank,
joint stock company, trust (including any beneficiary thereof), unincorporated  
organization or government or any agency or political subdivision thereof.      

"Transfer": Any direct or indirect transfer or sale of any Ownership  
Interest in a Certificate, including the acquisition of a Certificate by the    
Depositor.                                                                      

"Transferee": Any Person who is acquiring by Transfer any Ownership   
Interest in a Certificate.                                                      

"United States Person or U.S. Person": Shall mean (i) a citizen or    
resident of the United States; (ii) a corporation (or entity treated as a       
corporation for tax purposes) created or organized in the United States or      
under the laws of the United States or of any state thereof, including, for     
this purpose, the District of Columbia; (iii) a partnership (or entity treated  
as a partnership for tax purposes) organized in the United States or under the  
laws of the United States or of any state thereof, including, for this          
purpose, the District of Columbia (unless provided otherwise by future          
Treasury regulations); (iv) an estate whose income is includible in gross       
income for United States income tax purposes regardless of its source; or (v)   
a trust, if a court within the United States is able to exercise primary        
supervision over the administration of the trust and one or more U.S. Persons   
have authority to control all substantial decisions of the trust.               
Notwithstanding the last clause of the preceding sentence, to the extent        
provided in Treasury                                                            

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regulations, certain trusts in existence on August 20, 1996, and treated as     
U.S. Persons prior to such date, may elect to continue to be U.S. Persons.      

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                                                                   EXHIBIT 2
                                                                to EXHIBIT I

Section 5.02 (c) of the Agreement 
--------------------------------- 

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

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

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

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

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

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became a Holder or, at such subsequent time as it became other than a 
 Permitted Transferee, all payments made on such Residual Certificate at
   and after either such time. Any such payments so recovered by the Trustee
shall be paid and delivered by the Trustee to the last preceding      
Permitted Transferee of such Certificate.                             

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

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                                                                   EXHIBIT J

FORM OF TRANSFEROR CERTIFICATE  

                                                            __________, 20__

IndyMac MBS, Inc.                                                               
155 North Lake Avenue                                                           
Pasadena, California 91101                                                      

[Name of Trustee]                                                               
[Address]                                                                       
[Address]                                                                       
Attention: [       ]                                                            

                  Re:  IndyMac MBS, Inc. Home Equity Loan Asset-Backed
                           Trust, Series SPMD [        ], Home Equity Mortgage
                           Loan Asset-Backed Certificates, Series SPMD [    ],
Class                   
                           ---------------------------------------------------

Ladies and Gentlemen:                                                           

   In connection with our disposition of the above Certificates we
certify that (a) we understand that the Certificates have not been registered   
under the Securities Act of 1933, as amended (the "Act"), and are being         
disposed by us in a transaction that is exempt from the registration            
requirements of the Act, (b) we have not offered or sold any Certificates to,   
or solicited offers to buy any Certificates from, any person, or otherwise      
approached or negotiated with any person with respect thereto, in a manner      
that would be deemed, or taken any other action which would result in, a        
violation of Section 5 of the Act and (c) to the extent we are disposing of a   
Residual Certificate, we have no knowledge the Transferee is not a Permitted    
Transferee.                                                                     

         Very truly yours,

                                  __________________________________________
                Print Name of Transferor

                                  By:_______________________________________
                                    Authorized Officer

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                                                                 EXHIBIT L

FORM OF RULE 144A LETTER  

                                                        ____________, 20__

IndyMac MBS, Inc.                                                               
155 North Lake Avenue                                                           
Pasadena, California 91101                                                      

[Name of Trustee]                                                               
[Address]                                                                       
[Address]                                                                       
Attention: [        ]                                                           

              Re:  Home Equity Mortgage Loan Asset-Backed Trust,
Series SPMD [        ]    
                          Home Equity Mortgage Loan Asset-Backed Certificates,
Series SPMD [        ],   
Class                     
                          ----------------------------------------------------

Ladies and Gentlemen:                                                           

 In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates are not being registered under     
the Securities Act of 1933, as amended (the "Act"), or any state securities     
laws and are being transferred to us in a transaction that is exempt from the   
registration requirements of the Act and any such laws, (b) we have such        
knowledge and experience in financial and business matters that we are capable  
of evaluating the merits and risks of investments in the Certificates, (c) we   
have had the opportunity to ask questions of and receive answers from the       
Depositor concerning the purchase of the Certificates and all matters relating  
thereto or any additional information deemed necessary to our decision to       
purchase the Certificates, (d) we are not an employee benefit plan that is      
subject to the Employee Retirement Income Security Act of 1974, as amended, or  
a plan or arrangement that is subject to Section 4975 of the Internal Revenue   
Code of 1986, as amended, nor are we acting on behalf of any such plan or       
arrangement nor using the assets of any such plan or arrangement to effect      
such acquisition, (e) we have not, nor has anyone acting on our behalf          
offered, transferred, pledged, sold or otherwise disposed of the Certificates,  
any interest in the Certificates or any other similar security to, or           
solicited any offer to buy or accept a transfer, pledge or other disposition    
of the Certificates, any interest in the Certificates or any other similar      
security from, or otherwise approached or negotiated with respect to the        
Certificates, any interest in the Certificates or any other similar security    
with, any person in any manner, or made any general solicitation by means of    
general advertising or in any other manner, or taken any other action, that     
would constitute a distribution of the Certificates under the Securities Act    
or that would render the disposition of the Certificates a violation of         
Section 5 of the Securities Act or require registration pursuant thereto,       

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nor will act, nor has authorized or will authorize any person to act, in such   
manner with respect to the Certificates, (f) to the extent that the             
Certificate transferred is a Class X Certificate, we are a bankruptcy-remote    
entity and (g) we are a "qualified institutional buyer" as that term is         
defined in Rule 144A under the Securities Act and have completed either of the  
forms of certification to that effect attached hereto as Annex 1 or Annex 2.    
We are aware that the sale to us is being made in reliance on Rule 144A. We     
are acquiring the Certificates for our own account or for resale pursuant to    
Rule 144A and further, understand that such Certificates may be resold,         
pledged or transferred only (i) to a person reasonably believed to be a         
qualified institutional buyer that purchases for its own account or for the     
account of a qualified institutional buyer to whom notice is given that the     
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)      
pursuant to another exemption from registration under the Securities Act.       

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                                                        ANNEX 1 TO EXHIBIT L
                                                        --------------------

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A  
--------------------------------------------------------  

[For Transferees Other Than Registered Investment Companies]  

    The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates with respect to the Certificates described therein:       

  1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the      
Buyer.                                                                          

2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned    
and/or invested on a discretionary basis $__________ (1) in securities (except  
for the excluded securities referred to below) as of the end of the Buyer's     
most recent fiscal year (such amount being calculated in accordance with Rule   
144A and (ii) the Buyer satisfies the criteria in the category marked below.    

   ____ Corporation, etc. The Buyer is a corporation (other than a
         bank, savings and loan association or similar institution),
      Massachusetts or similar business trust, partnership, or
           charitable organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended.        

      ____ Bank. The Buyer (a) is a national bank or banking institution
     organized under the laws of any State, territory or the
          District of Columbia, the business of which is substantially
   confined to banking and is supervised by the State or
        territorial banking commission or similar official or is a
            foreign bank or equivalent institution, and (b) has an audited
             net worth of at least $25,000,000 as demonstrated in its latest
      annual financial statements, a copy of which is attached
hereto.                                           

____ Savings and Loan. The Buyer (a) is a savings and loan  
           association, building and loan association, cooperative bank,
    homestead association or similar institution, which is
            supervised and examined by a State or Federal authority having
            supervision over any such institutions or is a foreign savings
           and loan association or equivalent institution and (b) has an
          audited net worth of at least $25,000,000 as demonstrated in
        its latest annual financial statements, a copy of which is
attached hereto.                                  

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

(1) Buyer must own and/or invest on a discretionary basis at least    
   $100,000,000 in securities unless Buyer is a dealer, and, in that
      case, Buyer must own and/or invest on a discretionary basis at least
$10,000,000 in securities.                                    

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    ____ Broker-dealer. The Buyer is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934.

   ____ Insurance Company. The Buyer is an insurance company whose
         primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
      commissioner or a similar official or agency of a State,
territory or the District of Columbia.            

 ____ State or Local Plan. The Buyer is a plan established and
       maintained by a State, its political subdivisions, or any
     agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.   

     ____ ERISA Plan. The Buyer is an employee benefit plan within the
           meaning of Title I of the Employee Retirement Income Security
Act of 1974.                                      

____ Investment Advisor. The Buyer is an investment advisor 
   registered under the Investment Advisors Act of 1940.

     ____ Small Business Investment Company. Buyer is a small business
    investment company licensed by the U.S. Small Business
     Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958.                  

      ____ Business Development Company. Buyer is a business development
        company as defined in Section 202(a)(22) of the Investment
Advisors Act of 1940.                             

3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that  
are part of an unsold allotment to or subscription by the Buyer, if the Buyer   
is a dealer, (iii) securities issued or guaranteed by the U.S. or any           
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,   
(v) loan participations, (vi) repurchase agreements, (vii) securities owned     
but subject to a repurchase agreement and (viii) currency, interest rate and    
commodity swaps.                                                                

     4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used     
the cost of such securities to the Buyer and did not include any of the         
securities referred to in the preceding paragraph, except (i) where the Buyer   
reports its securities holdings in its financial statements on the basis of     
their market value, and (ii) no current information with respect to the cost    
of those securities has been published. If clause (ii) in the preceding         
sentence applies, the securities may be valued at market. Further, in           
determining such aggregate amount, the Buyer may have included securities       
owned by subsidiaries of the Buyer, but only if such subsidiaries are           
consolidated with the Buyer in its financial statements prepared in accordance  
with generally accepted accounting principles and if the investments of such    
subsidiaries are managed under the Buyer's direction. However, such securities  
were not included if the Buyer is a majority-owned, consolidated subsidiary of  

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another enterprise and the Buyer is not itself a reporting company under the    
Securities Exchange Act of 1934, as amended.                                    

    5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the              
Certificates are relying and will continue to rely on the statements made       
herein because one or more sales to the Buyer may be in reliance on Rule 144A.  

        6. Until the date of purchase of the Rule 144A Securities, the Buyer
will notify each of the parties to which this certification is made of any      
changes in the information and conclusions herein. Until such notice is given,  
the Buyer's purchase of the Certificates will constitute a reaffirmation of     
this certification as of the date of such purchase. In addition, if the Buyer   
is a bank or savings and loan is provided above, the Buyer agrees that it will  
furnish to such parties updated annual financial statements promptly after      
they become available.                                                          

                                      ______________________________________
                          Print Name of Transferor

                                      By:___________________________________
           Name:
            Title:

                                      Date:_________________________________

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                                                      ANNEX 2 TO EXHIBIT L
                                                      --------------------

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A  
--------------------------------------------------------  

[For Transferees That are Registered Investment Companies]  

    The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates with respect to the Certificates described therein:       

  1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a   
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a     
Family of Investment Companies (as defined below), is such an officer of the    
Adviser.                                                                        

       2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an    
investment company registered under the Investment Company Act of 1940, as      
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of     
Investment Companies, owned at least $100,000,000 in securities (other than     
the excluded securities referred to below) as of the end of the Buyer's most    
recent fiscal year. For purposes of determining the amount of securities owned  
by the Buyer or the Buyer's Family of Investment Companies, the cost of such    
securities was used, except (i) where the Buyer or the Buyer's Family of        
Investment Companies reports its securities holdings in its financial           
statements on the basis of their market value, and (ii) no current information  
with respect to the cost of those securities has been published. If clause      
(ii) in the preceding sentence applies, the securities may be valued at         
market.                                                                         

         ____ The Buyer owned $________ in securities (other than the excluded
             securities referred to below) as of the end of the Buyer's most
            recent fiscal year (such amount being calculated in accordance
with Rule 144A).                                  

    ____ The Buyer is part of a Family of Investment Companies which
           owned in the aggregate $_______ in securities (other than the
         excluded securities referred to below) as of the end of the
           Buyer's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).                    

     3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the   
same investment adviser or investment advisers that are affiliated (by virtue   
of being majority owned subsidiaries of the same parent or because one          
investment adviser is a majority owned subsidiary of the other).                

4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the     
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed    
by the U.S. or any instrumentality thereof, (iii) bank deposit notes            

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and certificates of deposit, (iv) loan participations, (v) repurchase           
agreements, (vi) securities owned but subject to a repurchase agreement and     
(vii) currency, interest rate and commodity swaps.                              

    5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates are relying and will continue to rely on the statements   
made herein because one or more sales to the Buyer will be in reliance on Rule  
144A. In addition, the Buyer will only purchase for the Buyer's own account.    

      6. Until the date of purchase of the Certificates, the undersigned
will notify the parties listed in the Rule 144A Transferee Certificate to       
which this certification relates of any changes in the information and          
conclusions herein. Until such notice is given, the Buyer's purchase of the     
Certificates will constitute a reaffirmation of this certification by the       
undersigned as of the date of such purchase.                                    

                                      ______________________________________
                              Print Name of Buyer or Adviser

                                      By:___________________________________
     Name:
      Title:

              IF AN ADVISER:

                                      ______________________________________
                                       Print Name of Buyer

                                      Date:_________________________________

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EXHIBIT M 

REQUEST FOR RELEASE 
(for Trustee) 

IndyMac MBS, Inc.,  
Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD [ ] 
Home Equity Mortgage Loan Asset-Backed Certificates,  
Series SPMD [ ] 

Loan Information                                                                
----------------                                                                

     Name of Mortgagor           ___________________________________________

Servicer                                                          
     Loan No.:                   ___________________________________________

Trustee                                                                         
-------                                                                         

     Name:                       ___________________________________________

     Address:                    ___________________________________________

                                 ___________________________________________

                                 ___________________________________________

Trustee                                                           
     Mortgage File No.:          ___________________________________________

The undersigned Servicer hereby acknowledges that it has received from
[       ], as Trustee for the Holders of Home Equity Mortgage Loan Asset-Backed 
Certificates, of the above-referenced Series, the documents referred to below   
(the "Documents"). All capitalized terms not otherwise defined in this Request  
for Release shall have the meanings given them in the Pooling and Servicing     
Agreement (the "Pooling and Servicing Agreement") relating to the               
above-referenced Series among the Trustee, [IndyMac Bank, F.S.B.], as Seller    
and Servicer and IndyMac MBS, Inc., as Depositor.                               

(  )   Mortgage Note dated ____________, _____, in the original principal sum   
     of $ _________, made by ___________________. payable to, or endorsed to
the order of, the Trustee.                                        

(  )   Mortgage recorded on _________________ as instrument no. _________  in   
    the County Recorder's Office of the County of ______________, State of
    _____________ in book/reel/docket _____________ of official records at
page/image __________.                                            

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(  )   Deed of Trust recorded on ________________ as instrument no. _________   
    in the County Recorder's Office of the County of ___________, State of
 __________ in book/reel/docket _____________ of official records at
page/image ___________.                                           

(  )   Assignment of Mortgage or Deed of Trust to the Trustee, recorded on      
    ___________ as instrument no. ________ in the County Recorder's Office
      of the County of __________, State of ______________ in book/reel/docket
__________ of official records at page/image _____________.       

)    Other documents, including any amendments, assignments or other        
assumptions of the Mortgage Note or Mortgage.                     

     (  ) __________________________________________________________________

     (  ) __________________________________________________________________

     (  ) __________________________________________________________________

     (  ) __________________________________________________________________

The undersigned Servicer hereby acknowledges and agrees as follows:   

      (1) The Servicer shall hold and retain possession of the Documents
   in trust for the benefit of the Trustee, solely for the purposes provided
in the Agreement.                                                     

      (2) The Servicer shall not cause or knowingly permit the Documents
to become subject to, or encumbered by, any claim, liens, security    
   interest, charges, writs of attachment or other impositions nor shall the
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.                        

    (3) The Servicer shall return each and every Document previously
   requested from the Mortgage File to the Trustee when the need therefor no
longer exists, unless the Mortgage Loan relating to the Documents has 
been liquidated and the proceeds thereof have been remitted to the    
Certificate Account and except as expressly provided in the Agreement.

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      (4) The Documents and any proceeds thereof, including any proceeds
  of proceeds, coming into the possession or control of the Servicer shall
at all times be earmarked for the account of the Trustee, and the     
  Servicer shall keep the Documents and any proceeds separate and distinct
   from all other property in the Servicer's possession, custody or control.

                            [INDYMAC BANK, F.S.B.]

                                        By: ______________________________

                                        Its ______________________________

Date: _________________                                                         

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EXHIBIT N 

REQUEST FOR RELEASE OF DOCUMENTS  

To:  [Name of Trustee]                        Attn:  Mortgage Custody Services  

Re:  The Pooling & Servicing Agreement dated _______ among [IndyMac Bank,       
   F.S.B.], as Servicer, Inc, IndyMac MBS, Inc. and [           ] as Trustee

Ladies and Gentlemen:                                                           

In connection with the administration of the Mortgage Loans held by you as      
Trustee for IndyMac MBS, Inc., we request the release of the Mortgage Loan      
File for the Mortgage Loan(s) described below, for the reason indicated.        

FT Account#:                                        Pool #:                     

Mortgagor's Name, Address and Zip Code:                                         
--------------------------------------                                          

Mortgage Loan Number:                                                           
--------------------                                                            

Reason for Requesting Documents (check one)                                     
-------------------------------                                                 

_______1.         Mortgage Loan paid in full ([IndyMac] hereby certifies that   
all amounts have been received.)            

_______2.         Mortgage Loan Liquidated ([IndyMac] hereby certifies that     
                all proceeds of foreclosure, insurance, or other liquidation
have been finally received.)                

_______3.         Mortgage Loan in Foreclosure.                                 

_______4.         Other (explain): ____________________________________         

If item 1 or 2 above is checked, and if all or part of the Mortgage File was    
previously released to us, please release to us our previous receipt on file    
with you, as well as an additional documents in your possession relating to     
the above-specified Mortgage Loan. If item 3 or 4 is checked, upon return of    
all of the above documents to you as Trustee, please acknowledge your receipt   
by signing in the space indicated below, and returning this form.               

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[INDYMAC BANK, F.S.B.]                              [155 North Lake Ave.        
                                           Pasadena CA  91101]

By:________________________________                                             
Name:______________________________                                             
Title:_____________________________                                             
Date:______________________________                                             

TRUSTEE CONSENT TO RELEASE AND                                                  
ACKNOWLEDGEMENT OF RECEIPT                                                      

By:________________________________                                             
Name:______________________________                                             
Title:_____________________________                                             
Date:______________________________                                             

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EXHIBIT O 

FORM OF SUBSEQUENT TRANSFER AGREEMENT 

    Subsequent Transfer Agreement, dated as of [            ], among
IndyMac MBS, Inc., a Delaware corporation, as depositor (the "Depositor"),      
[IndyMac Bank, F.S.B.], a federal savings bank ("[IndyMac Bank]"), in its       
capacity as seller under the Pooling and Servicing Agreement referred to below  
(the "Seller"), and [              ], as trustee (the "Trustee").               

WITNESSETH: 

     WHEREAS, the Depositor, [IndyMac Bank] (in its capacity as Seller
and in its capacity as Servicer) and the Trustee are parties to that certain    
pooling and servicing agreement dated as of [            ] (the "Pooling and    
Servicing Agreement") relating to the Home Equity Mortgage Loan Asset-Backed    
Certificates, Series SPMD [         ]; and                                      

        WHEREAS, as contemplated in the Pooling and Servicing Agreement, the
Seller desires to convey certain Subsequent Mortgage Loans (as hereinafter      
defined) to the Depositor, and the Depositor desires to simultaneously convey   
such Subsequent Mortgage Loans to the Trustee for the benefit of the            
Certificateholders;                                                             

NOW, THEREFORE, the parties hereto hereby agree as follows: 

Section 1.01.  Defined Terms.                                                   

 Capitalized terms used herein that are not otherwise defined shall have
the meanings ascribed thereto in Pooling and Servicing Agreement.               

 "Agreement" means this Subsequent Transfer Agreement and all amendments
hereof and supplements hereto.                                                  

"Subsequent Mortgage Loans" means the Mortgage Loans identified on the
Mortgage Loan Schedule specified in Section 1.02 hereof.                        

    "Subsequent Transfer Date" means, with respect to this Agreement, [     ].

"Cut-off Date" means, with respect to each of the Subsequent Mortgage 
Loans, [        ].                                                              

Section 1.02.  Mortgage Loan Schedule.                                          

   Annexed hereto is a supplement to Schedule I to the Pooling and Servicing
Agreement listing the Subsequent Mortgage Loans to be conveyed by the Seller    
to the Depositor and simultaneously by the Depositor to the Trustee pursuant    
to the Pooling and Servicing Agreement and this Agreement on the Subsequent     
Transfer Date.                                                                  

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Section 1.03.  Conveyance of Subsequent Mortgage Loans by the Seller.           

  Subject to the conditions set forth in Section 1.05 and Section 1.06, in
consideration of the Trustee's delivery to or upon the order of the Seller of   
an amount equal to $________ (i.e., the aggregate Cut-off Date Principal        
Balance of the Subsequent Mortgage Loans), the Seller does hereby sell,         
transfer, assign and otherwise convey to the Depositor, without recourse        
(subject to the Seller's obligations hereunder) all of the Seller's right,      
title and interest in and to the Subsequent Mortgage Loans, including all       
interest and principal received or receivable by the Seller on or with respect  
to each Subsequent Mortgage Loan after the related Cut-off Date and all         
interest and principal payments on each Subsequent Mortgage Loan received       
prior to such related Cut-off Date in respect of installments of interest and   
principal due thereafter, but not including payments of principal and interest  
due and payable on each Subsequent Mortgage Loan on or before such related      
Cut-off Date, and the Depositor simultaneously does hereby sell, transfer,      
assign, set over and otherwise convey to the Trustee for the benefit of the     
Certificateholders, without recourse, all the right, title and interest of the  
Depositor in and to each Subsequent Mortgage Loan, including all interest and   
principal received or receivable by the Depositor on or with respect to each    
Subsequent Mortgage Loan after the related Cut-off Date and all interest and    
principal payments on each Subsequent Mortgage Loan received prior to such      
related Cut-off Date in respect of installments of interest and principal due   
thereafter, but not including payments of principal and interest due and        
payable on each Subsequent Mortgage Loan on or before such related Cut-off      
Date.                                                                           

Section 1.04. Allocation of the Amounts to be Released from the Pre-Funding     
Accounts.                                                                       

 Of the $________ (i.e., the aggregate Cut-off Date Principal Balance of
the Subsequent Mortgage Loans), released by the Trustee pursuant to the terms   
of Section 1.03 hereof, the Trustee shall release an amount equal to            
$__________ (i.e., the aggregate Cut-off Date Principal Balance of the          
Subsequent Mortgage Loans transferred to Loan Group 1 pursuant to this          
Agreement) from the Group 1 Pre-Funding Account.                                

 Of the $________ (i.e., the aggregate Cut-off Date Principal Balance of
the Subsequent Mortgage Loans), released by the Trustee pursuant to the terms   
of Section 1.03 hereof, the Trustee shall release an amount equal to            
$__________ (i.e., the aggregate Cut-off Date Principal Balance of the          
Subsequent Mortgage Loans transferred to Loan Group 2 pursuant to this          
Agreement) from the Group 2 Pre-Funding Account.                                

Section 1.05.  Representations and Warranties of Seller.                        

The Seller does hereby reaffirm the representations and warranties set
forth in Section 2.03 and on Schedule II of the Pooling and Servicing           
Agreement for the benefit of the Depositor and the Trustee as purchasers        
hereunder are true with respect to the Subsequent Mortgage Loans. Such          
representations and warranties shall survive the sale, transfer and assignment  
of the Subsequent Mortgage Loans to the Depositor and the simultaneous sale,    
transfer and assignment of such Subsequent Mortgage Loans to the Trustee.       

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Section 1.06.  Representations and Warranties of Depositor.                     

   The Depositor does hereby reaffirm the representations and warranties set
forth in Section 2.04 of the Pooling and Servicing Agreement for the benefit    
of the Trustee as purchaser hereunder are true with respect to the Subsequent   
Mortgage Loans. Such representations and warranties shall survive the sale,     
transfer and assignment of the Subsequent Mortgage Loans to the Trustee.        

Section 1.07.  Conditions Precedent.                                            

The obligation of the Trustee to acquire the Subsequent Mortgage Loans
hereunder is subject to the satisfaction, on or prior to the Subsequent         
Transfer Date, of the conditions precedent identified in Section 2.09(b).       

The Trustee shall not be required to investigate or otherwise verify  
satisfaction of the conditions listed above, but shall be entitled to           
conclusively rely upon Opinions of Counsel and Officer's Certificates           
confirming such fulfillment.                                                    

Section 1.08.  Reaffirmation of Agreement.                                      

All terms, conditions and provisions of the Pooling and Servicing     
Agreement are hereby reaffirmed and incorporated by reference by the Seller as  
to the Subsequent Mortgage Loans.                                               

Section 1.09.  Governing Law.                                                   

This Agreement shall be construed in accordance with the laws of the  
State of New York and the obligations, rights and remedies of the parties       
under this Agreement shall be determined in accordance with such laws;          
provided, however, the immunities, authority and standard of care of the        
Trustee shall be governed by the jurisdiction in which its Corporate Trust      
Office is located.                                                              

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   IN WITNESS WHEREOF, the Seller and the Trustee have caused this Agreement
to be duly executed and delivered by their respective duly authorized officers  
as of the day and the year first above written.                                 

           [INDYMAC BANK, F.S.B.],
as Seller 

                               By:________________________________________
Name: 
Title:

                          [                                   ],
                     not in its individual capacity,
           but solely as Trustee

                               By:________________________________________
Name: 
Title:

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[SUPPLEMENT TO MORTGAGE LOAN SCHEDULE]  

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EXHIBIT P 

MONTHLY STATEMENT 

        Not later than each Distribution Date, the Trustee shall prepare and
cause to be forwarded by first class mail to each Certificateholder, the        
Servicer and the Depositor a statement setting forth with respect to the        
related distribution:                                                           

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

       (ii) the amount thereof allocable to interest, any Unpaid
    Interest Amounts included in such distribution and any remaining
     Unpaid Interest Amounts after giving effect to such distribution,
     any Basis Risk CarryForward Amount for such Distribution Date and
the amount of all Basis Risk Carry Forward Amount covered by
withdrawals from the Excess Reserve Fund Account on such    
Distribution Date;                                          

       (iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be     
distributable to such Holders if there were sufficient funds
      available therefor, the amount of the shortfall and the allocation
       thereof as between principal and interest, including any Basis Risk
    CarryForward Amount not covered by amounts in the Excess Reserve
Fund Account;                                               

 (iv) the Class Certificate Balance of each Class of
        Certificates after giving effect to the distribution of principal on
such Distribution Date;                                     

     (v) the Pool Stated Principal Balance for the following
Distribution Date;                                          

          (vi) the amount of the Servicing Fees paid to or retained by
the Servicer with respect to such Distribution Date;        

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

           (viii) the amount of Advances included in the distribution on
such Distribution Date and the aggregate amount of Advances 
      outstanding as of the close of business on such Distribution Date;

         (ix) the number and aggregate principal amounts of Mortgage
        Loans in each Loan Group (A) delinquent (exclusive of Mortgage Loans
     in foreclosure) (1) [1 to 30] days (2) [31 to 60] days (3) [61 to
 90] days and (4) [91] or more days and (B) in foreclosure and
delinquent (1) [1 to 30] days (2) [31 to 60] days (3) [61   

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      to 90] days and (4) [91] or more days, as of the close of business
     on the last day of the calendar month preceding such Distribution
Date;                                                       

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

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

     (xii) the total number and principal balance of any REO
  Properties (and market value, if available) as of the close of
        business on the Determination Date preceding such Distribution Date;

           (xiii) whether a Trigger Event has occurred and is continuing
       (including the calculation of thereof and the aggregate outstanding
balance of all 60+ Delinquent Loans)                        

            (xiv) the amount on deposit in the Excess Reserve Fund Account
     (after giving effect to distributions on such Distribution Date);

          (xv) the aggregate amount of Realized Losses incurred during
      the preceding calendar month and aggregate Realized Losses through
such Distribution Date;                                     

          (xvi) the amount of any Net Monthly Excess Cash Flow on such
Distribution Date and the allocation thereof to the         
  Certificateholders with respect to Applied Realized Losses and
Unpaid Interest Amounts;                                    

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

       (xviii) with respect to each Loan Group, the Subordinated
Amount and Required Subordinated Amount.                    

    (xix) Prepayment Charges collected, waived and paid by
Servicer.                                                   

(xx) the Record Date for that Distribution Date;  

        (xxi) the dates of the Interest Accrual Period(s) for that
Distribution Date;                                          

(xxii) the related Determination Date;            

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(xxiii) the related Distribution Date;            

            (xxiv) the amount of funds received into any of the Collection
Account, Distribution Account and any other account or fund 
       established under the Transaction Documents, and the sources of the
funds;                                                      

           (xxv) fees paid to any party under the Transaction Documents,
other than the Servicing Fee;                               

            (xxvi) any insurance premiums and other payments to the Credit
Enhancer and the purpose of the payments;                   

(xxvii) the applicable Mortgage Rate;             

(xxviii) [any payments made to a swap or corridor 
counterparty];                                              

   (xxix) the beginning and ending balance of any of the
     Collection Account, Distribution Account and any other account or
fund established under the Transaction Documents;           

             (xxx) the number and principal balance of the Mortgage Loans at
  the beginning and the end applicable period, and the following
        information for the Mortgage Loans for each Loan Group: the weighted
 average Mortgage Rate, the weighted average remaining term to
maturity and the weighted average loan age;                 

(xxxi) the pool factor;                           

(xxxii) amount of prepayments;                    

(xxxiii) amount of prepayment charges;            

        (xxxiv) [delinquency and loss information for the Mortgage
Loans];                                                     

            (xxxv) any material modifications, extensions or waiver to any
Mortgage Loan's terms during the applicable period;         

           (xxxvi) any material breaches by any party to the Transaction
Documents of any representation, warranty or covenant;      

             (xxxvii) any repurchase or substitution of a Mortgage Loan; and

 (xxxviii) any material changes to the underwriting,
      originating, acquisition or pool selection criteria of any Seller.

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EXHIBIT Q 

FORM OF PERFORMANCE CERTIFICATION 
(Trustee) 

         Re: The Pooling and Servicing Agreement dated as of [        ] [   ],
           200_ (the "Pooling and Servicing Agreement") among IndyMac MBS,
            Inc., as Depositor, IndyMac Bank F.S.B., as Seller and Servicer,
the undersigned, as Trustee, [        ]             

   I, ________________________________, the _______________________ of [NAME
OF COMPANY] (the "Company"), certify to the Depositor and the Servicer, and     
their officers, with the knowledge and intent that they will rely upon this     
certification, that:                                                            

 (1) I have reviewed the report on assessment of the Company's
compliance with the servicing criteria set forth in Item 1122(d) of   
Regulation AB (the "Servicing Criteria"), provided in accordance with 
   Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
(the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing   
  Assessment"), the registered public accounting firm's attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
   Act and Section 1122(b) of Regulation AB (the "Attestation Report"), [all
   reports on Form 10-D containing statements to certificateholders filed in
 respect of the period included in the year covered by the annual report
of the Trust Fund] (collectively, the "Distribution Date Statements");

 (2) Assuming the accuracy and completeness of the information
 delivered to the Company by the Servicer as provided in the Pooling and
  Servicing Agreement and subject to paragraph (4) below, the distribution
 information determined by the Company and set forth in the Distribution
   Date Statements contained in all Form 10-D's included in the year covered
by the annual report of such Trust on Form 10-K for the calendar year 
200[ ], is complete and does not contain any material misstatement of 
fact as of the last day of the period covered by such annual report;  

       (3) Based solely on the information delivered to the Company by the
Servicer as provided in the Pooling and Servicing Agreement, (i) the  
distribution information required under the Pooling and Servicing     
Agreement to be contained in the Trust Fund's Distribution Date       
  Statements and (ii) the servicing information required to be provided by
the Servicer to the trustee for inclusion in the Trust Fund's         
  Distribution Date Statements, to the extent received by the Trustee from
 the Servicer in accordance with the Pooling and Servicing Agreement, is
included in such Distribution Date Statements;                        

      (4) The Company is not certifying as to the accuracy, completeness
   or correctness of the information which it received from the Servicer and
did not independently verify or confirm the accuracy, completeness or 
correctness of the information provided by the Servicer;              

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      (5) I am responsible for reviewing the activities performed by the
 Company as a person "performing a servicing function" under the Pooling
and Servicing Agreement, and based on my knowledge and the compliance 
review conducted in preparing the Servicing Assessment and except as  
disclosed in the Servicing Assessment or the Attestation Report, the  
Company has fulfilled its obligations under the Pooling and Servicing 
Agreement; and                                                        

      (6) The Servicing Assessment and Attestation Report required to be
  provided by the Company and by Subcontractor pursuant to the Pooling and
Servicing Agreement, have been provided to the Servicer and the       
Depositor. Any material instances of noncompliance described in such  
reports have been disclosed to the Servicer and the Depositor. Any    
 material instance of noncompliance with the Servicing Criteria has been
disclosed in such reports.                                            

                                 Date:________________________________

                                 By:  ________________________________
 Name:
  Title:

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EXHIBIT R 

FORM OF 
SERVICING CRITERIA TO BE ADDRESSED IN 
ASSESSMENT OF COMPLIANCE STATEMENT  

  The assessment of compliance to be delivered by [the Servicer]
[Trustee] shall address, at a minimum, the criteria identified as below as      
"Applicable Servicing Criteria":                                                

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------ ----------------------
                                                                                           Applicable Servicing  
                                   Servicing Criteria                                            Criteria        
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria                                                      
-------------------- --------------------------------------------------------------------- ----------------------
                                                                                                                 
                                       General Servicing Considerations                                          
--------------------                                                                       ----------------------
                     Policies and procedures are instituted to monitor any                                       
                     performance or other triggers and events of default in                                      
1122(d)(1)(i)        accordance with the transaction agreements.                                                 
--------------------                                                                       ----------------------
                     If any material servicing activities are outsourced to                                      
                     third parties, policies and procedures are instituted to                                    
                     monitor the third party's performance and compliance with                                   
1122(d)(1)(ii)       such servicing activities.                                                                  
--------------------                                                                       ----------------------
                     Any requirements in the transaction agreements to                                           
                     maintain a back-up servicer for the mortgage loans are                                      
1122(d)(1)(iii)      maintained.                                                                                 
--------------------                                                                       ----------------------
                     A fidelity bond and errors and omissions policy is in                                       
                     effect on the party participating in the servicing                                          
                     function throughout the reporting period in the amount of                                   
                     coverage required by and otherwise in accordance with the                                   
1122(d)(1)(iv)       terms of the transaction agreements.                                                        
--------------------                                                                       ----------------------
                                      Cash Collection and Administration                                         
--------------------                                                                       ----------------------
                     Payments on mortgage loans are deposited into the                                           
                     appropriate custodial bank accounts and related bank                                        
                     clearing accounts no more than two business days                                            
                     following receipt, or such other number of days specified                                   
1122(d)(2)(i)        in the transaction agreements.                                                              
--------------------                                                                       ----------------------
                     Disbursements made via wire transfer on behalf of an                                        
                     obligor or to an investor are made only by authorized                                       
1122(d)(2)(ii)       personnel.                                                                                  
--------------------                                                                       ----------------------
                     Advances of funds or guarantees regarding collections,                                      
                     cash flows or distributions, and any interest or other                                      
                     fees charged for such advances, are made, reviewed and                                      
1122(d)(2)(iii)      approved as specified in the transaction agreements.                                        
--------------------                                                                       ----------------------
                     The related accounts for the transaction, such as cash                                      
                     reserve accounts or accounts established as a form of                                       
                     overcollateralization, are separately maintained (e.g.,                                     
                     with respect to commingling of cash) as set forth in the                                    
1122(d)(2)(iv)       transaction  agreements.                                                                    
--------------------                                                                       ----------------------
                     Each custodial account is maintained at a federally                                         
                     insured depository institution as set forth in the                                          
                     transaction agreements. For purposes of this criterion,                                     
                     "federally insured depository institution" with respect                                     
                     to a foreign financial institution means a foreign                                          
                     financial institution that meets the requirements of Rule                                   
1122(d)(2)(v)        13k-1(b)(1) of the Securities Exchange Act.                                                 
--------------------                                                                       ----------------------
                     Unissued checks are safeguarded so as to prevent                                            
1122(d)(2)(vi)       unauthorized access.                                                                        
--------------------                                                                       ----------------------

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------------------------------------------------------------------------------------------ ----------------------
                                                                                           Applicable Servicing  
                                   Servicing Criteria                                            Criteria        
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria                                                      
-------------------- --------------------------------------------------------------------- ----------------------
                     Reconciliations are prepared on a monthly basis for all                                     
                     asset-backed securities related bank accounts, including custodial                          
                     accounts and related bank clearing accounts. These reconciliations                          
                     are (A) mathematically accurate; (B) prepared within 30 calendar                            
                     days after the bank statement cutoff date, or such other number of                          
                     days specified in the transaction agreements; (C) reviewed and                              
                     approved by someone other than the person who prepared the                                  
                     reconciliation; and (D) contain explanations for reconciling items.                         
                     These reconciling items are resolved within 90 calendar days of                             
                     their original identification, or such other number of days                                 
1122(d)(2)(vii)      specified in the transaction agreements.                                                    
--------------------                                                                       ----------------------
                                      Investor Remittances and Reporting                                         
--------------------                                                                       ----------------------
                     Reports to investors, including those to be filed with the                                  
                     Commission, are maintained in accordance with the transaction                               
                     agreements and applicable Commission requirements. Specifically,                            
                     such reports (A) are prepared in accordance with timeframes and                             
                     other terms set forth in the transaction agreements; (B) provide                            
                     information calculated in accordance with the terms specified in                            
                     the transaction agreements; (C) are filed with the Commission as                            
                     required by its rules and regulations; and (D) agree with                                   
                     investors' or the trustee's records as to the total unpaid                                  
                     principal balance and number of mortgage loans serviced by the                              
1122(d)(3)(i)        Servicer.                                                                                   
--------------------                                                                       ----------------------
                     Amounts due to investors are allocated and remitted in                                      
                     accordance with timeframes, distribution priority and                                       
1122(d)(3)(ii)       other terms set forth in the transaction agreements.                                        
--------------------                                                                       ----------------------
                     Disbursements made to an investor are posted within two                                     
                     business days to the Servicer's investor records, or such                                   
                     other number of days specified in the transaction                                           
1122(d)(3)(iii)      agreements.                                                                                 
--------------------                                                                       ----------------------
                     Amounts remitted to investors per the investor reports                                      
                     agree with cancelled checks, or other form of payment, or                                   
1122(d)(3)(iv)       custodial bank statements.                                                                  
--------------------                                                                       ----------------------
                                          Pool Asset Administration                                              
--------------------                                                                       ----------------------
                     Collateral or security on mortgage loans is maintained as                                   
                     required by the transaction agreements or related                                           
1122(d)(4)(i)        mortgage loan documents.                                                                    
--------------------                                                                       ----------------------
                     Mortgage loan and related documents are safeguarded as required                             
1122(d)(4)(ii)       by the transaction agreements.                                                              
--------------------                                                                       ----------------------
                     Any additions, removals or substitutions to the asset                                       
                     pool are made, reviewed and approved in accordance with                                     
                     any conditions or requirements in the transaction                                           
1122(d)(4)(iii)      agreements.                                                                                 
--------------------                                                                       ----------------------
                     Payments on mortgage loans, including any payoffs, made in                                  
                     accordance with the related mortgage loan documents are posted to                           
                     the Servicer's obligor records maintained no more than two business                         
                     days after receipt, or such other number of days specified in the                           
                     transaction agreements, and allocated to principal, interest or                             
                     other items (e.g., escrow) in accordance with the related mortgage                          
1122(d)(4)(iv)       loan documents.                                                                             
--------------------                                                                       ----------------------
                     The Servicer's records regarding the mortgage loans agree                                   
                     with the Servicer's records with respect to an obligor's                                    
1122(d)(4)(v)        unpaid principal balance.                                                                   
--------------------                                                                       ----------------------
                     Changes with respect to the terms or status of an                                           
                     obligor's mortgage loans (e.g., loan modifications or                                       
                     re-agings) are made, reviewed and approved by authorized                                    
                     personnel in accordance with the transaction agreements                                     
1122(d)(4)(vi)       and related pool asset documents.                                                           
--------------------                                                                       ----------------------
                     Loss mitigation or recovery actions (e.g., forbearance                                      
                     plans, modifications and deeds in lieu of foreclosure,                                      
                     foreclosures and repossessions, as applicable) are                                          
                     initiated, conducted and concluded in accordance with the                                   
                     timeframes or other requirements established by the                                         
1122(d)(4)(vii)      transaction agreements.                                                                     
--------------------                                                                       ----------------------

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------------------------------------------------------------------------------------------ ----------------------
                                                                                           Applicable Servicing  
                                   Servicing Criteria                                            Criteria        
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria                                                      
-------------------- --------------------------------------------------------------------- ----------------------
                     Records documenting collection efforts are maintained during the                            
                     period a mortgage loan is delinquent in accordance with the                                 
                     transaction agreements. Such records are maintained on at least a                           
                     monthly basis, or such other period specified in the transaction                            
                     agreements, and describe the entity's activities in monitoring                              
                     delinquent mortgage loans including, for example, phone calls,                              
                     letters and payment rescheduling plans in cases where delinquency                           
1122(d)(4)(viii)     is deemed temporary (e.g., illness or unemployment).                                        
--------------------                                                                       ----------------------
                     Adjustments to interest rates or rates of return for                                        
                     mortgage loans with variable rates are computed based on                                    
1122(d)(4)(ix)       the related mortgage loan documents.                                                        
--------------------                                                                       ----------------------
                     Regarding any funds held in trust for an obligor (such as escrow                            
                     accounts): (A) such funds are analyzed, in accordance with the                              
                     obligor's mortgage loan documents, on at least an annual basis, or                          
                     such other period specified in the transaction agreements; (B)                              
                     interest on such funds is paid, or credited, to obligors in                                 
                     accordance with applicable mortgage loan documents and state laws;                          
                     and (C) such funds are returned to the obligor within 30 calendar                           
                     days of full repayment of the related mortgage loans, or such other                         
1122(d)(4)(x)        number of days specified in the transaction agreements.                                     
--------------------                                                                       ----------------------
                     Payments made on behalf of an obligor (such as tax or                                       
                     insurance payments) are made on or before the related                                       
                     penalty or expiration dates, as indicated on the                                            
                     appropriate bills or notices for such payments, provided                                    
                     that such support has been received by the servicer at                                      
                     least 30 calendar days prior to these dates, or such                                        
                     other number of days specified in the transaction                                           
1122(d)(4)(xi)       agreements.                                                                                 
--------------------                                                                       ----------------------
                     Any late payment penalties in connection with any payment                                   
                     to be made on behalf of an obligor are paid from the                                        
                     servicer's funds and not charged to the obligor, unless                                     
                     the late payment was due to the obligor's error or                                          
1122(d)(4)(xii)      omission.                                                                                   
--------------------                                                                       ----------------------
                     Disbursements made on behalf of an obligor are posted                                       
                     within two business days to the obligor's records                                           
                     maintained by the servicer, or such other number of days                                    
1122(d)(4)(xiii)     specified in the transaction agreements.                                                    
--------------------                                                                       ----------------------
                     Delinquencies, charge-offs and uncollectible accounts are                                   
                     recognized and recorded in accordance with the                                              
1122(d)(4)(xiv)      transaction agreements.                                                                     
--------------------                                                                       ----------------------
                     Any external enhancement or other support, identified in                                    
                     Item 1114(a)(1) through (3) or Item 1115 of Regulation                                      
                     AB, is maintained as set forth in the transaction                                           
1122(d)(4)(xv)       agreements.                                                                                 
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------

                                      [NAME OF SERVICER] [NAME OF TRUSTEE]

                                       Date: _______________________________

                                       By:  ________________________________
       Name:
        Title:

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EXHIBIT S 

[FORM OF] LIST OF ITEM 1119 PARTIES 

MORTGAGE BACKED CERTIFICATES, 
Series 200_-__  

                                          [Date]

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Party                           Contact Information                             
------------------------------------------------------------------------------  

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EXHIBIT T 

[FORM OF] SARBANES-OXLEY CERTIFICATION  
(Replacement of Servicer) 

T-1   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Filed on:		2/24/06
		1/7/05		38					8-K
		8/20/96		45		177
									List all Filings