IndyMac INDX Mortgage Loan Trust 2005-AR7 · 8-K · For 4/28/05 · EX-99.1

Filed On 1/30/06 3:22pm ET   ·   SEC File 333-119384-21   ·   Accession Number 905148-6-894

Current Report   ·   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4      8K 
 2: EX-99.1     Miscellaneous Exhibit                                179    585K 

EX-99.1   ·   Miscellaneous Exhibit
Exhibit Table of Contents

EX-99.1
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EXHIBIT 99.1  
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=============================================================================== 

INDYMAC MBS, INC. 
Depositor 

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

DEUTSCHE BANK NATIONAL TRUST COMPANY  
Trustee 

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

POOLING AND SERVICING AGREEMENT 
Dated as of April 1, 2005 

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

INDYMAC INDX MORTGAGE LOAN TRUST  
2005-AR7  

MORTGAGE PASS-THROUGH CERTIFICATES  
Series 2005-AR7 

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

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TABLE OF CONTENTS 

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                                                                                                                Page
                                                                                                                ----
                                                                                                                    
ARTICLE ONE DEFINITIONS...........................................................................................8 

         Section 1.01      Definitions............................................................................8 
         Section 1.02      Rules of Construction.................................................................38 

ARTICLE TWO CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES.........................................40 

         Section 2.01      Conveyance of Mortgage Loans..........................................................40 
         Section 2.02      Acceptance by the Trustee of the Mortgage Loans.......................................43 
         Section 2.03      Representations, Warranties, and Covenants of the Seller and the Master Servicer......45 
         Section 2.04      Representations and Warranties of the Depositor as to the Mortgage Loans..............46 
         Section 2.05      Delivery of Opinion of Counsel in Connection with Substitutions.......................47 
         Section 2.06      Execution and Delivery of Certificates................................................47 
         Section 2.07      REMIC Matters.........................................................................47 

ARTICLE THREE ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.....................................................48 

         Section 3.01      Master Servicer to Service Mortgage Loans.............................................48 
         Section 3.02      Subservicing; Enforcement of the Obligations of Subservicers..........................48 
         Section 3.03      Rights of the Depositor and the Trustee in Respect of the Master Servicer.............49 
         Section 3.04      No Contractual Relationship Between Subservicers and the Trustee......................49 
         Section 3.05      Trustee to Act as Master Servicer.....................................................49 
         Section 3.06      Collection of Mortgage Loan Payments; Servicing Accounts; Collection                     
                           Account; Certificate Account;Distribution Account.....................................50 
         Section 3.07      Collection of Taxes, Assessments and Similar Items; Escrow Accounts...................53 
         Section 3.08      Access to Certain Documentation and Information Regarding the Mortgage Loans..........54 
         Section 3.09      Permitted Withdrawals from the Certificate Account and the Distribution Account.......54 
         Section 3.10      Maintenance of Hazard Insurance; Maintenance of Primary Insurance Policies............55 
         Section 3.11      Enforcement of Due-On-Sale Clauses; Assumption Agreements.............................57 
         Section 3.12      Realization Upon Defaulted Mortgage Loans.............................................58 
         Section 3.13      Trustee to Cooperate; Release of Mortgage Files.......................................60 
         Section 3.14      Documents, Records and Funds in Possession of the Master Servicer to                     
                           be Held for the Trustee...............................................................60 
         Section 3.15      Servicing Compensation................................................................61 
         Section 3.16      Access to Certain Documentation.......................................................61 
         Section 3.17      Annual Statement as to Compliance.....................................................61 
         Section 3.18      Annual Independent Public Accountants' Servicing Statement; Financial Statements......62 
         Section 3.19      Errors and Omissions Insurance; Fidelity Bonds........................................62 
         Section 3.20      Notification of Adjustments...........................................................62 

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         Section 3.21      Prepayment Charges....................................................................63 

ARTICLE FOUR DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER...................................................64 

         Section 4.01      Advances..............................................................................64 
         Section 4.02      Priorities of Distribution............................................................65 
         Section 4.03      Cross-Collateralization; Adjustments to Available Funds...............................70 
         Section 4.04      [Reserved]............................................................................71 
         Section 4.05      Allocation of Realized Losses.........................................................71 
         Section 4.06      Monthly Statements to Certificateholders..............................................72 
         Section 4.07      [Reserved]............................................................................74 
         Section 4.08      Determination of Pass-Through Rates for LIBOR Certificates............................74 

ARTICLE FIVE THE CERTIFICATES....................................................................................76 

         Section 5.01      The Certificates......................................................................76 
         Section 5.02      Certificate Register; Registration of Transfer and Exchange of Certificates...........76 
         Section 5.03      Mutilated, Destroyed, Lost or Stolen Certificates.....................................80 
         Section 5.04      Persons Deemed Owners.................................................................80 
         Section 5.05      Access to List of Certificateholders' Names and Addresses.............................80 
         Section 5.06      Maintenance of Office or Agency.......................................................81 

ARTICLE SIX THE DEPOSITOR AND THE MASTER SERVICER................................................................82 

         Section 6.01      Respective Liabilities of the Depositor and the Master Servicer.......................82 
         Section 6.02      Merger or Consolidation of the Depositor or the Master Servicer.......................82 
         Section 6.03      Limitation on Liability of the Depositor, the Seller, the Master Servicer,               
                           and Others............................................................................82 
         Section 6.04      Limitation on Resignation of the Master Servicer......................................83 

ARTICLE SEVEN DEFAULT............................................................................................84 

         Section 7.01      Events of Default.....................................................................84 
         Section 7.02      Trustee to Act; Appointment of Successor..............................................85 
         Section 7.03      Notification to Certificateholders....................................................86 

ARTICLE EIGHT CONCERNING THE TRUSTEE.............................................................................87 

         Section 8.01      Duties of the Trustee.................................................................87 
         Section 8.02      Certain Matters Affecting the Trustee.................................................87 
         Section 8.03      Trustee Not Liable for Certificates or Mortgage Loans.................................89 
         Section 8.04      Trustee May Own Certificates..........................................................89 
         Section 8.05      Trustee's Fees and Expenses...........................................................89 
         Section 8.06      Eligibility Requirements for the Trustee..............................................90 
         Section 8.07      Resignation and Removal of the Trustee................................................90 
         Section 8.08      Successor Trustee.....................................................................91 
         Section 8.09      Merger or Consolidation of the Trustee................................................91 
         Section 8.10      Appointment of Co-Trustee or Separate Trustee.........................................91 
         Section 8.11      Tax Matters...........................................................................93 
         Section 8.12      Periodic Filings......................................................................95 

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ARTICLE NINE TERMINATION.........................................................................................96 

         Section 9.01      Termination upon Liquidation or Purchase of the Mortgage Loans........................96 
         Section 9.02      Final Distribution on the Certificates................................................96 
         Section 9.03      Additional Termination Requirements...................................................98 

ARTICLE TEN MISCELLANEOUS PROVISIONS.............................................................................99 

         Section 10.01     Amendment.............................................................................99 
         Section 10.02     Recordation of Agreement; Counterparts...............................................100 
         Section 10.03     Governing Law........................................................................101 
         Section 10.04     Intention of Parties.................................................................101 
         Section 10.05     Notices..............................................................................101 
         Section 10.06     Severability of Provisions...........................................................102 
         Section 10.07     Assignment...........................................................................102 
         Section 10.08     Limitation on Rights of Certificateholders...........................................102 
         Section 10.09     Inspection and Audit Rights..........................................................103 
         Section 10.10     Certificates Nonassessable and Fully Paid............................................103 
         Section 10.11     Official Record......................................................................103 
         Section 10.12     Protection of Assets.................................................................104 
         Section 10.13     Qualifying Special Purpose Entity....................................................104 

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

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

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

Schedule IV:         Reserved...............................................................................S-IV-1  

Schedule V:          Form of Monthly Report..................................................................S-V-1  

                                                      EXHIBITS                                                      

Exhibit A:           Form of Senior Certificate................................................................A-1  

Exhibit B:           Form of Subordinated Certificate..........................................................B-1  

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

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

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

Exhibit F:           Form of Class P Certificates..............................................................F-1  

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

Exhibit G-2:         Form of Delay Delivery Certification....................................................G-2-1  

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:           Form of Investment Letter (Non-Rule 144A).................................................K-1  

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

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

Exhibit N:           Request for Release of Documents..........................................................N-1  

Exhibit O:           Form of Trustee Certification.............................................................O-1  

                                                         iv                                                         


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  THIS POOLING AND SERVICING AGREEMENT, dated as of April 1, 2005,
among INDYMAC MBS, INC., a Delaware corporation, as depositor (the              
"Depositor"), IndyMac Bank, F.S.B. ("IndyMac"), a federal savings bank, as      
seller (in that capacity, the "Seller") and as master servicer (in that         
capacity, the "Master Servicer"), and Deutsche Bank National Trust Company, a   
national banking association, as trustee (the "Trustee"),                       

W I T N E S S E T H  T H A T

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

PRELIMINARY STATEMENT 

      The Depositor is the owner of the Trust Fund that is hereby conveyed
to the Trustee in return for the Certificates. As provided in this Agreement,   
the Trustee shall elect that the Trust Fund be treated for federal income tax   
purposes as comprising two real estate mortgage investment conduits (each, a    
"REMIC" or, in the alternative, "REMIC 1" and the "Master REMIC"). Each         
Certificate, other than the Class A-R Certificate, will represent ownership of  
one or more regular interests in the Master REMIC for purposes of the REMIC     
Provisions. The Class A-R represents ownership of the sole class of residual    
interest in each REMIC created under this Agreement. The Master REMIC will      
hold as assets the several classes of uncertificated REMIC 1 Interests (other   
than the Class R-1 Interest). REMIC 1 will hold as assets all property of the   
Trust Fund. Each REMIC 1 Interest (other than the Class R-1 Interest) is        
hereby designated as a regular interest in REMIC 1 ("REMIC 1 Regular            
Interests"). The latest possible maturity date of all REMIC regular interests   
created in this Agreement shall be the Latest Possible Maturity Date.           

REMIC 1                                                                         

The REMIC 1 Regular Interests will have the initial principal 
balance, Pass-Through Rates and corresponding Loan Groups as set forth in the   
following table:                                                                

                                                                · Download Table

                                Initial Principal  Pass-Through  Corresponding Loan
REMIC 1 Interests               Balance            Rate          Loan Group        
-----------------               -------            ----          ----------        
                                                                                   
A-1  (0.9% of AB Loan Group 1)  (1)                (2)           1                 
B-1  (0.1% of AB Loan Group 1)  (1)                (2)           1                 
C-1  (Excess of Loan Group 1)   (1)                (2)           1                 
A-2  (0.9% of AB Loan Group 2)  (1)                (2)           2                 
B-2  (0.1% of AB Loan Group 2)  (1)                (2)           2                 
C-2  (Excess of Loan Group 2)   (1)                (2)           2                 
A-3  (0.9% of AB Loan Group 3)  (1)                (2)           3                 
B-3  (0.1% of AB Loan Group 3)  (1)                (2)           3                 
C-3  (Excess of Loan Group 3)   (1)                (2)           3                 
A-4  (0.9% of AB Loan Group 4)  (1)                (2)           4                 
B-4  (0.1% of AB Loan Group 4)  (1)                (2)           4                 
C-4  (Excess of Loan Group 4)   (1)                (2)           4                 
A-5  (0.9% of AB Loan Group 5)  (1)                (2)           5                 
B-5  (0.1% of AB Loan Group 5)  (1)                (2)           5                 
C-5  (Excess of Loan Group 5)   (1)                (2)           5                 
A-6  (0.9% of AB Loan Group 6)  (1)                (2)           6                 
B-6  (0.1% of AB Loan Group 6)  (1)                (2)           6                 
C-6  (Excess of Loan Group 6)   (1)                (2)           6                 

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A-7  (0.9% of AB Loan Group 7)  (1)                (2)           7                 
B-7  (0.1% of AB Loan Group 7)  (1)                (2)           7                 
C-7  (Excess of Loan Group 7)   (1)                (2)           7                 
I-P                             $100               (3)           N/A               
I-$100                          $100               (3)           N/A               
R-1                             (4)                (4)           N/A               


_______________                                                                 
(1) Each Class A Interest will have a principal balance initially equal to      
0.9% of the Assumed Balance ("AB") of its corresponding Loan Group. Each Class  
B Interest will have a principal balance initially equal to 0.1% of the AB of   
its corresponding Loan Group. The initial principal balance of each Class C     
Interest will equal the excess of the initial aggregate principal balance of    
its corresponding Loan Group over the initial aggregate principal balances of   
the Class A and Class B Interests corresponding to such Loan Group.             

(2) The Weighted Average Adjusted Net Mortgage Rate of the Mortgage Loans in    
the corresponding Loan Group.                                                   

(3) The Class I-P and Class I-$100 Interests will not bear interest. The Class  
I-P will be entitled to all Prepayment Charges collected in respect of the      
Mortgage Loans.                                                                 

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

     On each Distribution Date, the Available Funds shall be distributed
with respect to the REMIC 1 Interests in the following manner:                  

(1) Interest is to be distributed with respect to each REMIC 1 Interest         
according to the formulas described above;                                      

(2) If a Cross-Over Situation does not exist with respect to any Class of       
Interests, then Principal Amounts and Realized Losses arising with respect to   
each Loan Group will be allocated: first to cause the Loan Group's              
corresponding Class A and Class B to equal, respectively, 0.9% of the AB and    
0.1% of the AB; and second to the Loan Group's corresponding Class C Interest;  

(3) If a Cross-Over Situation exists with respect to the Class A and Class B    
Interests then:                                                                 

       (a) if the Calculation Rate in respect of the outstanding Class A and
   Class B Interests is less than the Subordinate Pass Through Rate,
   Principal Relocation Payments will be made proportionately to the
   outstanding Class A Interests prior to any other distributions of
principal from each such Loan Group; and                      

       (b) if the Calculation Rate in respect of the outstanding Class A and
      Class B Interests is greater than the Subordinate Pass Through Rate,
   Principal Relocation Payments will be made proportionately to the
   outstanding Class B Interests prior to any other distributions of
principal from each such Loan Group.                          

In case of either (a) or (b), Principal Relocation Payments will be made so as  
to cause the Calculation Rate in respect of the outstanding Class A and Class   
B Interests to equal the Subordinate Pass Through Rate. With respect to each    
Loan Group, if (and to the extent that) the sum of (a) the principal payments   
comprising the Principal Amount received during the Due Period and (b) the      
Realized Losses on the Mortgage Loans in that Loan Group, are insufficient to   
make the necessary reductions of principal on the                               

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Class A and Class B Interests, then interest will be added to the Loan Group's  
other REMIC 1 Interests that are not receiving Principal Relocation Payments,   
in proportion to their principal balances.                                      

     (c) The outstanding aggregate Class A and Class B Interests for all
   Loan Groups will not be reduced below 1% of the excess of (i) the
    aggregate Stated Principal Balance of the Mortgage Loans as of the
       end of any Due Period over (ii) the Certificate Balance of the Senior
Certificates (excluding the Class A-R Certificates) for all   
      Certificate Groups as of the related Distribution Date (after taking
     into account distributions of principal on such Distribution Date).

If (and to the extent that) the limitation in paragraph (c) prevents the        
distribution of principal to the Class A and Class B Interests of a Loan        
Group, and if the Loan Group's Class C Interest has already been reduced to     
zero, then the excess principal from that Loan Group will be paid to the Class  
C Interests of the other Loan Group, the aggregate Class A and Class B          
Interests of which are less than 1% of the AB. If the Mortgage Loans in the     
Loan Group of the Class C Interest that receives such payment has a Weighted    
Average Adjusted Net Mortgage Rate below the Weighted Average Adjusted Net      
Mortgage Rate of the Mortgage Loans in the Loan Group making the payment, then  
the payment will be treated by the REMIC 1 as a Realized Loss. Conversely, if   
the Mortgage Loans in the Loan Group of the Class C Interest that receives      
such payment have a Weighted Average Adjusted Net Mortgage Rate above the       
Weighted Average Adjusted Net Mortgage Rate of the Mortgage Loans in the Loan   
Group making the payment, then the payment will be treated by the REMIC 1 as a  
reimbursement for prior Realized Losses.                                        

The Master REMIC  

     The following table sets forth characteristics of the Certificates,
together with the minimum denominations and integral multiples in excess        
thereof in which such Classes shall be issuable (except that one Certificate    
of each Class of Certificates may be issued in a different amount):             

                                                        · Enlarge/Download Table

======================= ======================== ===================== ==================== ========================
                             Initial Class           Pass-Through            Minimum         Integral Multiples in  
  Class Designation       Certificate Balance            Rate             Denomination         Excess of Minimum    
----------------------- ------------------------ --------------------- -------------------- ------------------------
                                                                                                                    
      Class 1-A-1           $112,029,000.00         Variable(1)          $      25,000             $1,000           
----------------------- ------------------------ --------------------- -------------------- ------------------------
      Class 2-A-1            $90,388,000.00         Variable(1)          $      25,000             $1,000           
----------------------- ------------------------ --------------------- -------------------- ------------------------
      Class 3-A-1           $168,500,000.00         Variable(1)          $      25,000             $1,000           
----------------------- ------------------------ --------------------- -------------------- ------------------------
      Class 3-A-2            $64,021,000.00         Variable(1)          $      25,000             $1,000           
----------------------- ------------------------ --------------------- -------------------- ------------------------
      Class 3-A-3             $5,568,000.00         Variable(1)          $      25,000             $1,000           
----------------------- ------------------------ --------------------- -------------------- ------------------------
      Class 4-A-1            $92,477,000.00         Variable(1)          $      25,000             $1,000           
----------------------- ------------------------ --------------------- -------------------- ------------------------
      Class 5-A-1            $51,358,000.00         Variable(1)          $      25,000             $1,000           
----------------------- ------------------------ --------------------- -------------------- ------------------------
      Class 6-A-1            $58,263,000.00         Variable(1)          $      25,000             $1,000           
----------------------- ------------------------ --------------------- -------------------- ------------------------
      Class 7-A-1            $57,163,000.00         Variable(1)          $      25,000             $1,000           
----------------------- ------------------------ --------------------- -------------------- ------------------------
       Class A-R                $100                Variable(1)          $         100              N/A             
----------------------- ------------------------ --------------------- -------------------- ------------------------
       Class B-1             $19,020,000.00         Variable(2)          $      25,000             $1,000           
----------------------- ------------------------ --------------------- -------------------- ------------------------
       Class B-2             $14,451,000.00         Variable(2)          $      25,000             $1,000           
----------------------- ------------------------ --------------------- -------------------- ------------------------
       Class B-3             $10,648,000.00         Variable(2)          $      25,000             $1,000           
----------------------- ------------------------ --------------------- -------------------- ------------------------
       Class B-4              $8,366,000.00         Variable(2)          $     100,000             $1,000           
----------------------- ------------------------ --------------------- -------------------- ------------------------
       Class B-5              $4,944,000.00         Variable(2)          $     100,000             $1,000           
----------------------- ------------------------ --------------------- -------------------- ------------------------
       Class B-6              $3,425,256.02         Variable(2)          $     100,000             $1,000           
----------------------- ------------------------ --------------------- -------------------- ------------------------
        Class P                 $100                   0%(3)             $         100                N/A           
======================= ======================== ===================== ==================== ========================

(1) The Pass-Through Rate for each Class of Senior Certificates for each        
Interest Accrual Period for any Distribution Date will be a per annum rate    
equal to the Weighted Average Adjusted Net Mortgage Rate of the Mortgage      
Loans in the related Loan Group. The Pass-Through Rates for the Interest      
Accrual                                                                       

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Period for the first Distribution Date are 5.3993%, 5.4210%, 5.4784%, 5.3338%,  
5.5913%, 5.6099% and 5.4075% per annum for each Class of Group 1 Senior       
Certificates, Group 2 Senior Certificates, Group 3 Senior Certificates, Group 
4 Senior Certificates, Group 5 Senior Certificates, Group 6 Senior            
Certificates and Group 7 Senior Certificates, respectively.                   

(2) The Pass-Through Rate for each Class of Subordinated Certificates for each  
Interest Accrual Period for any Distribution Date will be a per annum rate    
equal to the Subordinate Pass-Through Rate. The Pass-Through Rate for each    
Class of Subordinated Certificates for the Interest Accrual Period related to 
the first Distribution Date is 5.4526% per annum. For federal income tax      
purposes, the Pass-Through Rate for each Class of Subordinated Certificates   
for each Interest Accrual Period for any Distribution Date will be the        
Calculation Rate.                                                             

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

     For any purpose for which the Pass-Through Rates is calculated, the
interest rate on the Mortgage Loans shall be appropriately adjusted to account  
for the difference between the monthly day count convention of the Mortgage     
Loans and the monthly day count convention of the regular interests issued by   
each of the REMICs. For purposes of calculating the Pass-Through Rates for      
each of the interests issued by REMIC 1, such rates shall be adjusted to equal  
a monthly day count convention based on a 30 day month for each Due Period and  
a 360-day year so that the Mortgage Loans and all regular interests will be     
using the same monthly day count convention.                                    

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

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

                                                        · Enlarge/Download Table
                                                                                                              

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

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

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

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

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

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

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

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

ERISA-Restricted Certificates,........................... The Residual Certificates and the Private           
                                                          Certificates; the Retained Certificates until they  
                                                          have been the subject of ERISA-Qualifying           
                                                          Underwriting; and Certificates of any Class that    
                                                          ceases to satisfy the rating requirements of the    
                                                          Underwriter's Exemption.                            
Group 1 Senior Certificates.............................. Class 1-A-1 and Class A-R Certificates.             

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Group 1 Certificates..................................... Group 1 Senior Certificates and the portion of the  
                                                          Subordinated Certificates related to Loan Group 1.  

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

Group 2 Certificates..................................... Group 2 Senior Certificates and the portion of the  
                                                          Subordinated Certificates related to Loan Group 2.  

Group 3 Senior Certificates.............................. Class 3-A-1, Class 3-A-2 and Class 3-A-3            
                                                          Certificates.                                       

Group 3 Certificates..................................... Group3 Senior Certificates and the portion of the   
                                                          Subordinated Certificates related to Loan Group 3.  

Group 4 Senior Certificates.............................. Class 4-A-1 Certificates.                           

Group 4 Certificates..................................... Group 4 Senior Certificates and the portion of the  
                                                          Subordinated Certificates related to Loan Group 4.  

Group 5 Senior Certificates.............................. Class 5-A-1 Certificates.                           

Group 5 Certificates..................................... Group 5 Senior Certificates and the portion of the  
                                                          Subordinated Certificates related to Loan Group 5.  

Group 6 Senior Certificates.............................. Class 6-A-1 Certificates.                           

Group 6 Certificates..................................... Group 6 Senior Certificates and the portion of the  
                                                          Subordinated Certificates related to Loan Group 6.  

Group 7 Senior Certificates.............................. Class 7-A-1 Certificates.                           

Group 7 Certificates..................................... Group 7 Senior Certificates and the portion of the  
                                                          Subordinated Certificates related to Loan Group 7.  

LIBOR Certificates....................................... None.                                               

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

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

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

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

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

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

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

Private Certificates..................................... Class P, Class B-4, Class B-5 and Class B-6         
                                                          Certificates.                                       

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

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

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

Retained Certificates.................................... Class B-1, Class B-2 and Class B-3 Certificates.    

Senior Certificates...................................... Class 1-A-1, Class 2-A-1, Class 3-A-1, Class 3-A-2, 
                                                          Class 3-A-3, Class 4-A-1, Class 5-A-1, Class 6-A-1, 
                                                          Class 7-A-1 and Class A-R Certificates.             

Senior Certificate Group................................. The Group 1 Senior Certificates, the Group 2 Senior 
                                                          Certificates, the Group 3 Senior Certificates, the  
                                                          Group 4 Senior Certificates, the Group 5 Senior     
                                                          Certificates, the Group 6 Senior Certificates and   
                                                          the Group 7 Senior Certificates, as applicable.     

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

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

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

   With respect to any of the foregoing designations as to which the
corresponding reference is "None," all defined terms and provisions in this     
Agreement relating solely to such designations shall be of no force or effect,  
and any calculations in this Agreement incorporating references to such         
designations shall be interpreted without reference to such designations and    
amounts. Defined terms and provisions in                                        

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this Agreement relating to statistical rating agencies not designated above as  
Rating Agencies shall be of no force or effect.                                 

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ARTICLE ONE 

DEFINITIONS 

Section 1.01      Definitions.                                

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

   Accretion Directed Certificates:  As specified in the Preliminary
Statement.                                                    

Accretion Direction Rule:  Not applicable.                    

Accrual Amount:  Not applicable.                              

   Accrual Certificates:  As specified in the Preliminary Statement.

Accrual Termination Date:  Not applicable.                    

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

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

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

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

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

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

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

     Aggregate Subordinated Percentage: With respect to any Distribution
Date, the fraction, expressed as a percentage, the numerator of which is equal  
to the aggregate Class Certificate Balance of                                   

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the Subordinated Certificates immediately prior to such Distribution Date and   
the denominator of which is the aggregate Stated Principal Balance of all the   
Mortgage Loans as of the Due Date in the month preceding the month of such      
Distribution Date (after giving effect to Principal Prepayments received in     
the Prepayment Period related to that prior Due Date).                          

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

Allocable Share: As to any Distribution Date and Class of     
Certificates, the ratio that the amount calculated with respect to such         
Distribution Date (A) with respect to the Senior Certificates of the related    
Senior Certificate Group, pursuant to clause (i) of the definition of Class     
Optimal Interest Distribution Amount (without giving effect to any reduction    
of such amount pursuant to Section 4.02(d)) and (B) with respect to the         
Subordinated Certificates, pursuant to the definition of Assumed Interest       
Amount or after the sixth Senior Termination Date pursuant to clause (i) of     
the definition of Class Optimal Interest Distribution Amount (without giving    
effect to any reduction of such amount pursuant to Section 4.02(d)) bears to    
the amount calculated with respect to such Distribution Date for each Class of  
Certificates pursuant to clause (i) of the definition of Class Optimal          
Interest Distribution Amount (without giving effect to any reduction of such    
amount pursuant to Section 4.02(d)) or the definition of Assumed Interest       
Amount for such Loan Group and Class, as applicable.                            

    Amount Available for Senior Principal: As to any Distribution Date
and Loan Group, the related Available Funds for such Distribution Date,         
reduced by the aggregate amount distributable (or allocable to the Accrual      
Amount, if applicable) on such Distribution Date in respect of interest on the  
related Senior Certificates pursuant to Sections 4.02(a)(1)(i), Section         
4.02(a)(2)(i), Section 4.02(a)(3)(i), Section 4.02(a)(4)(i), Section            
4.02(a)(5)(i), Section 4.02(a)(6)(i) and Section 4.02(a)(7)(i).                 

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

       Applicable Credit Support Percentage:  As defined in Section 4.02(e).

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

  Assumed Balance: With respect to any Distribution Date, Class of
Subordinated Certificates and Loan Group, each such Class' pro rata interest    
(based on their respective Class Certificate Balances) in such Loan Group       
equal to the product of the Subordinated Percentage for such Loan Group as of   
such Distribution Date and the aggregate Stated Principal Balance of each       
Mortgage Loan in such Loan Group as of the Due Date occurring in the month      
preceding the month of such Distribution Date (after giving effect to           
Principal Prepayments received in the Prepayment Period related to such prior   
Due Date).                                                                      

     Assumed Interest Amount: With respect to any Distribution Date, any
Class of Subordinated Certificates and any Loan Group, one month's interest     
accrued during the related Interest Accrual Period at the Pass-Through Rate on  
the related Assumed Balance immediately prior to that Distribution Date.        

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

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

       Bankruptcy Coverage Termination Date:  The point in time at which the
Bankruptcy Loss Coverage Amount is reduced to zero.                             

 Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss  
shall not be deemed a Bankruptcy Loss under this Agreement so long as the       
Master Servicer has notified the Trustee in writing that the Master Servicer    
is diligently pursuing any remedies that may exist in connection with the       
related Mortgage Loan and either (A) the related Mortgage Loan is not in        
default with regard to payments due under the Mortgage Loan or (B) delinquent   
payments of principal and interest under the related Mortgage Loan and any      
related escrow payments in respect of such Mortgage Loan are being advanced on  
a current basis by the Master Servicer, in either case without giving effect    
to any Debt Service Reduction or Deficient Valuation.                           

       Bankruptcy Loss Coverage Amount: As of any date of determination, the
Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Loss         
Coverage Amount as reduced by (i) the aggregate amount of Bankruptcy Losses     
allocated to the Certificates since the Cut-off Date and (ii) any permissible   
reductions in the Bankruptcy Loss Coverage Amount as evidenced by a letter of   
each Rating Agency to the Trustee to the effect that any such reduction will    
not result in a downgrading, qualification or withdrawal of the then current    
ratings assigned to the Classes of Certificates rated by it.                    

        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, 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.                                                                         

     Calculation Rate: For each Distribution Date, the product of (i) 10
and (ii) the weighted average pass-through rate of the outstanding Class A and  
Class B Interests, treating each of the Class A Interests as capped at zero or  
reduced by a fixed percentage of 100% of the interest accruing on such Class.   

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

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Certificate Account: The separate Eligible Account or Accounts
created and maintained by the Master Servicer pursuant to Section 3.06(d) with  
a depository institution in the name of the Master Servicer for the benefit of  
the Trustee on behalf of Certificateholders and designated "IndyMac Bank,       
F.S.B., in trust for the registered holders of IndyMac INDX Mortgage Loan       
Trust 2005-AR7, Mortgage Pass-Through Certificates, Series 2005-AR7."           

    Certificate Balance: With respect to any Certificate (other than a
Notional Amount Certificate) at any date of determination, the maximum dollar   
amount of principal to which the Holder thereof is then entitled under this     
Agreement, such amount being equal to the Denomination thereof (A) plus any     
increase in the Certificate Balance of such Certificate pursuant to Section     
4.02 due to the receipt of Subsequent Recoveries on the Mortgage Loans in a     
Loan Group, (B) minus the sum of (i) all distributions of principal previously  
made with respect thereto and (ii) all Realized Losses allocated to that        
Certificate and, in the case of any Subordinated Certificates, all other        
reductions in Certificate Balance previously allocated to that Certificate      
pursuant to Section 4.05 and (C) in the case of any Class of Accrual            
Certificates, plus the Accrual Amount added to the Class Certificate Balance    
of such Class prior to such date. The Notional Amount Certificates have no      
Certificate Balances.                                                           

Certificate Group: Any of the Group 1 Certificates, Group 2   
Certificates, Group 3 Certificates, Group 4 Certificates, Group 5               
Certificates, Group 6 Certificates or Group 7 Certificates, as the context      
requires.                                                                       

  Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of the Book-Entry Certificate. For the       
purposes of this Agreement, in order for a Certificate Owner to enforce any of  
its rights under this Agreement, it shall first have to provide evidence of     
its beneficial ownership interest in a Certificate that is reasonably           
satisfactory to the Trustee, the Depositor and/or the Master 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 is not           
Outstanding and the Percentage Interest evidenced thereby shall not be taken    
into account in determining whether the requisite amount of Percentage          
Interests necessary to effect a consent has been obtained, except that if the   
Depositor or its affiliates own 100% of the Percentage Interests evidenced by   
a Class of Certificates, the Certificates shall be Outstanding for purposes of  
any provision of this Agreement requiring the consent of the Holders of         
Certificates of a particular Class as a condition to the taking of any action.  
The Trustee is entitled to rely conclusively on a certification of the          
Depositor or any affiliate of the Depositor in determining which Certificates   
are registered in the name of an affiliate of the Depositor.                    

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

      Class A Interest: Each of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6 and Class A-7 Interests.                              

      Class B Interest: Each of the Class B-1, Class B-2, Class B-2, Class
B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Interests.                   

      Class C Interest: Each of the Class C-1, Class C-2, Class C-3, Class
C-4, Class C-5, Class C-6 and Class C-7 Interests.                              

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Class Certificate Balance: For any Class as of any date of    
determination, the aggregate of the Certificate Balances of all Certificates    
of the Class as of that date.                                                   

      Class Interest Shortfall: As to any Distribution Date and Class, the
amount by which the amount described in clause (i) of the definition of Class   
Optimal Interest Distribution Amount for such Class exceeds the amount of       
interest actually distributed on such Class on such Distribution Date pursuant  
to such clause (i).                                                             

 Class Optimal Interest Distribution Amount: With respect to any
Distribution Date and interest-bearing Class, the sum of (i) one month's        
interest accrued during the related Interest Accrual Period at the              
Pass-Through Rate for such Class, on the related Class Certificate Balance      
immediately prior to such Distribution Date, subject to reduction pursuant to   
Section 4.02(d), and (ii) any Class Unpaid Interest Amounts for such Class.     

       Class Subordination Percentage: With respect to any Distribution Date
and each Class of Subordinated Certificates, the fraction (expressed as a       
percentage) the numerator of which is the Class Certificate Balance of such     
Class of Subordinated Certificates immediately prior to such Distribution Date  
and the denominator of which is the aggregate Class Certificate Balance of all  
Classes of Certificates immediately prior to such Distribution Date.            

      Class Unpaid Interest Amounts: As to any Distribution Date and Class
of interest-bearing Certificates, the amount by which the aggregate Class       
Interest Shortfalls for such Class on prior Distribution Dates exceeds the      
amount distributed on such Class on prior Distribution Dates pursuant to        
clause (ii) of the definition of Class Optimal Interest Distribution Amount.    

Closing Date:  April 28, 2005.                                

CMT Index:  Not applicable.                                   

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

COFI:  Not applicable.                                        

COFI Certificates:  Not applicable.                           

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

    Commission:  The United States Securities and Exchange Commission.

     Compensating Interest: For any Distribution Date, 0.125% multiplied
by one-twelfth multiplied by the aggregate Stated Principal Balance of the      
Mortgage Loans as of the first day of the prior month.                          

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

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

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

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

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

     Corporate Trust Office: The designated office of the Trustee in the
State of California at which at any particular time its corporate trust         
business with respect to this Agreement is administered, which office at the    
date of the execution of this Agreement is located at 1761 East St. Andrew      
Place, Santa Ana, California 92705, Attn: Mortgage Administration-IN04AF        
(IndyMac MBS, Inc., IndyMac INDX Mortgage Loan Trust 2005-AR7, Mortgage         
Pass-Through Certificates, Series 2005-AR7), and which is the address to which  
notices to and correspondence with the Trustee should be directed.              

  Cross-over Situation: For any Distribution Date and for any Loan
Group (after taking into account principal distributions on such Distribution   
Date) a Cross-Over Situation exists with respect to the Class A and Class B     
Interests of the Loan Group if such Interests in the aggregate are less than    
1% of the Assumed Balance of the related Loan Group.                            

Cut-off Date:  April 1, 2005.                                 

Cut-off Date Pool Principal Balance:  $760,621,257.           

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

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

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

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

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

 Delay Certificates:  As specified in the Preliminary Statement.

     Delay Delivery Certification:  A certification substantially in the
form of Exhibit G-2.                                                            

     Delay Delivery Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule for which none of a related Mortgage File, or neither    
the Mortgage Note, nor a lost note affidavit for a lost Mortgage Note, has      
been delivered to the Trustee by the Closing Date. The Depositor shall deliver  
the Mortgage Files to the Trustee:                                              

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

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

     To the extent that the Seller is in possession of any Mortgage File
for any Delay Delivery Mortgage Loan, until delivery of the Mortgage File to    
the Trustee as provided in Section 2.01, the Seller shall hold the files as     
Master Servicer, 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: For each Certificate, the amount on the face of the
Certificate as the "Initial Certificate Balance of this Certificate" or, if     
not the foregoing, the Percentage Interest appearing on the face of the         
Certificate.                                                                    

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

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

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

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

 Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.06(e) in the name of the        
Trustee for the benefit of the Certificateholders and designated "Deutsche      
Bank National Trust Company in trust for registered holders of IndyMac INDX     
Mortgage Loan Trust 2005-AR7, Mortgage Pass-Through Certificates, Series        
2005-AR7." Funds in the Distribution Account shall be held in trust for the     
Certificateholders for the uses and purposes set forth in this Agreement.       

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

  Distribution Date: The 25th day of each calendar month after the
initial issuance of the Certificates, or if that day is not a Business Day,     
the next Business Day, commencing in May 2005.                                  

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

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

Eligible Account: Any of                                      

(i) an account 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 the 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) [reserved], 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.      

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

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

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

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

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

Event of Default:  As defined in Section 7.01.                

     Excess Loss: The amount of any (i) Fraud Loss on the Mortgage Loans
realized after the Fraud Loss Coverage Termination Date, (ii) Special Hazard    
Loss on the Mortgage Loans realized after the Special Hazard Coverage           
Termination Date or (iii) Bankruptcy Loss on the Mortgage Loans realized after  
the Bankruptcy Coverage Termination Date.                                       

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

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

   (b) the sum of (i) the unpaid principal balance of the Liquidated
Mortgage Loan as of the Due Date in the month in which the Mortgage Loan        
became a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage    
Rate from the Due Date for which interest was last paid or advanced (and not    

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reimbursed) to Certificateholders up to the Due Date applicable to the          
Distribution Date following the calendar month during which the liquidation     
occurred.                                                                       

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

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

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

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

      Fitch: Fitch, Inc., or any successor thereto. If Fitch is designated
as a Rating Agency in the Preliminary Statement, for purposes of Section        
10.05(b) the address for notices to Fitch shall be Fitch, Inc., One State       
Street Plaza, New York, NY 10004, Attention: MBS Monitoring - IndyMac           
2005-AR7, or any other address Fitch furnishes to the Depositor and the Master  
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.    

      Fraud Loan:  A Liquidated Mortgage Loan as to which a Fraud Loss has
occurred.                                                                       

  Fraud Loss Coverage Amount: As of the Closing Date, $22,818,638,
subject to reduction from time to time, by the amount of Fraud Losses           
allocated to the Certificates. In addition, on each anniversary of the Cut-off  
Date, the Fraud Loss Coverage Amount will be reduced as follows: (a) on the     
first, second, third and fourth anniversaries of the Cut-off Date, to an        
amount equal to the lesser of (i) 2.00% of the then current Stated Principal    
Balance of the Mortgage Loans in the case of the first anniversary and 1.00%    
of the then-current Stated Principal Balance of the Mortgage Loans in the case  
of the second, third and fourth such anniversaries and (ii) the excess of the   
Fraud Loss Coverage Amount as of the preceding anniversary of the Cut-off Date  
over the cumulative amount of Fraud Losses allocated to the Certificates since  
such preceding anniversary; and (b) on the fifth anniversary of the Cut-off     
Date, to zero.                                                                  

      Fraud Loss Coverage Termination Date: The point in time at which the
Fraud Loss Coverage Amount is reduced to zero.                                  

       Fraud Losses: Realized Losses on Mortgage Loans as to which a loss is
sustained by reason of a default arising from fraud, dishonesty or              
misrepresentation in connection with the related Mortgage Loan, including a     
loss by reason of the denial of coverage under any related Primary Insurance    
Policy because of such fraud, dishonesty or misrepresentation.                  

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

   Group 1 Certificates:  As specified in the Preliminary Statement.

Group 1 Mortgage Loan:  Any Mortgage Loan in Loan Group 1.    

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Group 1 Senior Certificates:  As specified in the Preliminary 
Statement.                                                                      

   Group 2 Certificates:  As specified in the Preliminary Statement.

Group 2 Mortgage Loan:  Any Mortgage Loan in Loan Group 2.    

Group 2 Senior Certificates:  As specified in the Preliminary 
Statement.                                                                      

   Group 3 Certificates:  As specified in the Preliminary Statement.

Group 3 Mortgage Loan:  Any Mortgage Loan in Loan Group 3.    

Group 3 Senior Certificates:  As specified in the Preliminary 
Statement.                                                                      

   Group 4 Certificates:  As specified in the Preliminary Statement.

Group 4 Mortgage Loan:  Any Mortgage Loan in Loan Group 4.    

Group 4 Senior Certificates:  As specified in the Preliminary 
Statement.                                                                      

   Group 5 Certificates:  As specified in the Preliminary Statement.

Group 5 Mortgage Loan:  Any Mortgage Loan in Loan Group 5.    

Group 5 Senior Certificates:  As specified in the Preliminary 
Statement.                                                                      

   Group 6 Certificates:  As specified in the Preliminary Statement.

Group 6 Mortgage Loan:  Any Mortgage Loan in Loan Group 6.    

Group 6 Senior Certificates:  As specified in the Preliminary 
Statement.                                                                      

   Group 7 Certificates:  As specified in the Preliminary Statement.

Group 7 Mortgage Loan:  Any Mortgage Loan in Loan Group 7.    

Group 7 Senior Certificates:  As specified in the Preliminary 
Statement.                                                                      

Index:  Not applicable.                                       

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

Initial Bankruptcy Loss Coverage Amount:  $318,000.           

Initial LIBOR Rate: Not applicable.                           

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

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

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

Interest Accrual Period: With respect to each Class of Delay  
Certificates and any Distribution Date, the calendar month prior to the month   
of such Distribution Date. With respect to each Class of Non-Delay              
Certificates and any Distribution Date, the one-month period commencing on the  
25th day of the month preceding the month in which such Distribution Date       
occurs and ending on the 24th day of the month in which such Distribution Date  
occurs. All Classes of Certificates will accrue interest on the basis of a      
360-day year consisting of twelve 30-day months.                                

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

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

Interest Settlement Rate:  As defined in Section 4.08.        

       Last Scheduled Distribution Date:  The Distribution Date in the month
immediately following the month of the latest scheduled maturity date for any   
of the Mortgage Loans.                                                          

    Latest Possible Maturity Date: The Distribution Date following the
third anniversary of the scheduled maturity date of the Mortgage Loan having    
the latest scheduled maturity date as of the Cut-off Date.                      

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

      LIBOR: The London interbank offered rate for one month United States
dollar deposits calculated in the manner described in Section 4.08.             

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

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

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

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   Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3, Loan
Group 4, Loan Group 5, Loan Group 6 or Loan Group 7, as applicable.             

        Loan Group 1:  All Mortgage Loans identified as Group 1 Mortgage Loans
on the Mortgage Loan Schedule.                                                  

        Loan Group 2:  All Mortgage Loans identified as Group 2 Mortgage Loans
on the Mortgage Loan Schedule.                                                  

        Loan Group 3:  All Mortgage Loans identified as Group 3 Mortgage Loans
on the Mortgage Loan Schedule.                                                  

        Loan Group 4:  All Mortgage Loans identified as Group 4 Mortgage Loans
on the Mortgage Loan Schedule.                                                  

        Loan Group 5:  All Mortgage Loans identified as Group 5 Mortgage Loans
on the Mortgage Loan Schedule.                                                  

        Loan Group 6:  All Mortgage Loans identified as Group 6 Mortgage Loans
on the Mortgage Loan Schedule.                                                  

        Loan Group 7:  All Mortgage Loans identified as Group 7 Mortgage Loans
on the Mortgage Loan Schedule.                                                  

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        Mortgage Index:  One-Year CMT Index, Six-Month LIBOR Index or One-Year
LIBOR Index.                                                                    

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

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

(i)     the loan number;                  

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

(iii)   the maturity date;                

(iv)    the original principal balance;   

 (v)     the Cut-off Date Principal Balance;

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

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

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

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

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

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

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

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

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

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

(xvi)    the purpose for the Mortgage Loan; 

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

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

(xix)    the Servicing Fee Rate;            

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

           (xxi)    the coverage amount of any mortgage insurance;

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

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

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

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

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

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

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

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

Mortgagor:  The obligors on a Mortgage Note.                  

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

    Net Prepayment Interest Shortfall: As to any Distribution Date and
Loan Group, the amount by which the aggregate of Prepayment Interest            
Shortfalls for such Loan Group exceeds an amount equal to the sum of (a) the    
Compensating Interest allocable to such Loan Group for such Distribution Date   
and (b) the excess, if any, of the Compensating Interest allocable to the       
other Loan Groups for such Distribution Date over Prepayment Interest           
Shortfalls for such other Loan Groups and Distribution Date.                    

     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 Master Servicer, that, in the good faith judgment    
of the Master Servicer, will not be ultimately recoverable by the Master        
Servicer from the related Mortgagor, related Liquidation Proceeds or            
otherwise.                                                                      

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

Notional Amount:  Not applicable.                             

Notional Amount Certificates:  As specified in the Preliminary
Statement.                                                                      

         Notional Amount Components:  As specified in the Preliminary Statement.

   Offered Certificates:  As specified in the Preliminary Statement.

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

One-Year CMT Index: The weekly average yield on United States 
Treasury securities adjusted to a constant maturity of one year as published    
by the Federal Reserve Board in Statistical Release H.15(591) and most          
recently available as of a day specified in the related Mortgage Note.          

   One-Year LIBOR Index: The average of the London interbank offered
rates for one-year U.S. dollar deposits in the London market, generally as set  
forth in either The Wall Street Journal or some other source generally          
accepted in the residential mortgage loan origination business and specified    
in the related Mortgage Note, or, if such rate ceases to be published in The    
Wall Street Journal or becomes unavailable for any reason, then based upon a    
new index selected by the master servicer, based on                             

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comparable information, in each case, as most recently announced as of either   
45 days prior to, or the first Business Day of the month immediately preceding  
the month of, such Adjustment Date.                                             

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

     Original Applicable Credit Support Percentage: With respect to each
of the following Classes of Subordinated Certificates, the corresponding        
percentage described below, as of the Closing Date:                             

    Class B-1....................................    8.00%
    Class B-2....................................    5.50%
    Class B-3....................................    3.60%
    Class B-4....................................    2.20%
    Class B-5....................................    1.10%
    Class B-6....................................    0.45%

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

   Original Subordinated Principal Balance: On or prior to the sixth
Senior Termination Date, the Subordinated Percentage of the aggregate Stated    
Principal Balance of the Mortgage Loans in the related Loan Group, in each      
case as of the Cut-off Date; or if such date is after the sixth Senior          
Termination Date, the aggregate Class Certificate Balance of the Subordinated   
Certificates as of the Closing Date.                                            

OTS:  The Office of Thrift Supervision.                       

Outside Reference Date:  Not applicable.                      

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

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

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

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

Overcollateralized Group:  As defined in Section 4.03.        

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

       Pass-Through Rate: For each Class of Certificates, 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,    
the percentage interest being set forth on its face or equal to the percentage  
obtained by dividing the Denomination of the Certificate by the aggregate of    
the Denominations of all Certificates of the same Class.                        

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

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

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

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

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

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

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

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

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

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

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

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

Permitted Transferee:  Any person other than                  

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

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

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

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

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

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

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

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  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.

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

        Planned Principal Classes:  As specified in the Preliminary Statement.

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

   Prepayment Charge: As to a Mortgage Loan, any charge payable 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      
Fund being identified in the Prepayment Charge Schedule.                        

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

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

o   the Mortgage Loan account number;               

o   a code indicating the type of Prepayment Charge;

      o   the state of origination in which the related Mortgage
Property is located;                        

             o   the first date on which a monthly payment is or was due under
the related Mortgage Note;                  

o   the term of the Prepayment Charge;              

           o   the original principal amount of the related Mortgage Loan;
and                                         

          o   the Cut-off Date Principal Balance of the related Mortgage
Loan.                                       

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

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

      Prepayment Interest Shortfall: As to any Distribution Date, Mortgage
Loan and Principal Prepayment received on or after the sixteenth day of the     
month preceding the month of such Distribution                                  

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

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

Prepayment Shift Percentage:  Not applicable.                 

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

    Principal Amount: As to any Distribution Date and each Loan Group,
the sum of (a) all monthly payments of principal due on each Mortgage Loan in   
that Loan Group on the related Due Date, (b) the principal portion of the       
Purchase Price of each Mortgage Loan in that Loan Group that was repurchased    
by the Seller pursuant to this Agreement as of such Distribution Date,          
excluding any Mortgage Loan that was repurchased due to a modification of the   
Mortgage Rate, (c) the Substitution Adjustment Amount in connection with any    
Deleted Mortgage Loan in that Loan Group received with respect to such          
Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds           
allocable to recoveries of principal of Mortgage Loans in that Loan Group that  
are not yet Liquidated Mortgage Loans received during the calendar month        
preceding the month of such Distribution Date, (e) with respect to each         
Mortgage Loan in that Loan Group that became a Liquidated Mortgage Loan during  
the calendar month preceding the month of such Distribution Date, the amount    
of Liquidation Proceeds allocable to principal received with respect to such    
Mortgage Loan, (f) all partial and full Principal Prepayments on the Mortgage   
Loans in that Loan Group received during the related Prepayment Period and (g)  
any Subsequent Recoveries with respect to the Mortgage Loans in that Loan       
Group received during the calendar month preceding the month of such            
Distribution Date.                                                              

Principal Only Certificates:  As specified in the Preliminary 
Statement.                                                                      

    Principal Prepayment: Any payment of principal by a Mortgagor on a
Mortgage Loan (including the principal portion of the Purchase Price of any     
Mortgage Loan purchased pursuant to Section 3.12) that is received in advance   
of its scheduled Due Date and is not accompanied by an amount representing      
scheduled interest due on any date in any month after the month of prepayment.  
The Master Servicer shall apply partial Principal Prepayments in accordance     
with 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 Relocation Payment: A payment from any Loan Group to REMIC
1 Regular Interests other than those of their corresponding Loan Group as       
provided in the Preliminary Statement. Principal Relocation Payments shall be   
made of principal allocations comprising the Principal Amount from a Loan       
Group.                                                                          

   Private Certificates:  As specified in the Preliminary Statement.

Pro Rata Share:  As to any Distribution Date and any Class of 
Subordinated Certificates, the portion of the Subordinated Principal            
Distribution Amount allocable to such Class, equal to the product of            

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the Subordinated Principal Distribution Amount on such Distribution Date and a  
fraction, the numerator of which is the related Class Certificate Balance       
thereof and the denominator of which is the aggregate Class Certificate         
Balance of the Subordinated Certificates, in each case immediately prior to     
such Distribution Date.                                                         

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

   Prospectus Supplement:  The Prospectus Supplement dated April 26,
2005, relating to the Offered Certificates.                                     

PUD:  Planned Unit Development.                               

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

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

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

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

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

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

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

  Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount (not less than zero or more than the Stated Principal Balance of the     
Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated      
Principal Balance of the Liquidated Mortgage Loan as of the date of such        
liquidation, plus                                                               

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

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

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

   Record Date:  With respect to any Distribution Date, the close of
business on the last Business Day of the month preceding the month of that      
Distribution Date.                                                              

Reference Bank:  As defined in Section 4.08.                  

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

   Regular Certificates:  As specified in the Preliminary Statement.

        Relief Act:  The Servicemembers Civil Relief Act and any similar state
or local laws.                                                                  

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

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

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

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

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

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

    Residual Certificates:  As specified in the Preliminary Statement.

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

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

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

       S&P: Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
If S&P is designated as a Rating Agency in the Preliminary Statement, for       
purposes of Section 10.05(b) the address for notices to S&P shall be Standard   
& Poor's, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New   
York, New York 10041, Attention: Mortgage Surveillance Monitoring, or any       
other address that S&P furnishes to the Depositor and the Master Servicer.      

Scheduled Balance:  Not applicable.                           

Scheduled Classes:  As specified in the Preliminary Statement.

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

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

       Senior Certificate Group:  As specified in the Preliminary Statement.

  Senior Certificates:  As specified in the Preliminary Statement.

   Senior Credit Support Depletion Date: The date on which the Class
Certificate Balance of each Class of Subordinated Certificates has been         
reduced to zero.                                                                

Senior Percentage:  As to any Senior Certificate Group and    
Distribution Date, the percentage equivalent of a fraction the numerator of     
which is the aggregate Class Certificate Balance of each Class of               

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Senior Certificates of such Senior Certificate Group immediately before the     
Distribution Date and the denominator of which is the aggregate of the Stated   
Principal Balance of each Mortgage Loan in the related Loan Group as of the     
Due Date occurring in the month prior to the month of that Distribution Date    
(after giving effect to Principal Prepayments received on the related Mortgage  
Loans in the Prepayment Period related to such prior Due Date); provided,       
however, that on any Distribution Date after the sixth Senior Termination       
Date, the Senior Percentage for the Senior Certificates of the remaining        
Senior Certificate Group is the percentage equivalent of a fraction, the        
numerator of which is the aggregate Class Certificate Balance of each such      
Class of Senior Certificates of such remaining Senior Certificate Group         
immediately prior to such Distribution Date and the denominator is the          
aggregate Class Certificate Balance of all Classes of Certificates immediately  
prior to such Distribution Date.                                                

    Senior Prepayment Percentage: As to a Senior Certificate Group and
any Distribution Date during the ten years beginning on the first Distribution  
Date, 100%. The related Senior Prepayment Percentage for any Distribution Date  
occurring on or after the tenth anniversary of the first Distribution Date      
will, except as provided in this Agreement, be as follows: for any              
Distribution Date in the first year thereafter, the related Senior Percentage   
plus 70% of the related Subordinated Percentage for such Distribution Date;     
for any Distribution Date in the second year thereafter, the related Senior     
Percentage plus 60% of the related Subordinated Percentage for such             
Distribution Date; for any Distribution Date in the third year thereafter, the  
related Senior Percentage plus 40% of the related Subordinated Percentage for   
such Distribution Date; for any Distribution Date in the fourth year            
thereafter, the related Senior Percentage plus 20% of the related Subordinated  
Percentage for such Distribution Date; and for any Distribution Date            
thereafter, the related Senior Percentage for such Distribution Date (unless    
on any Distribution Date the Senior Percentage of a Senior Certificate Group    
exceeds the initial Senior Percentage for such Senior Certificate Group in      
which case such Senior Prepayment Percentage for such Distribution Date will    
once again equal 100%). Notwithstanding the foregoing, no decrease in the       
Senior Prepayment Percentage will occur unless both Senior Step Down            
Conditions are satisfied with respect to all of the Mortgage Loans.             

   Notwithstanding the preceding paragraphs, if (x) on or before the
Distribution Date in May 2008, the Aggregate Subordinated Percentage is at      
least 200% of the Aggregate Subordinated Percentage as of the Closing Date,     
the delinquency test set forth in the definition of Senior Step Down            
Conditions is satisfied and cumulative Realized Losses do not exceed 20% of     
the aggregate Class Certificate Balance of the Subordinated Certificates as of  
the Closing Date, the Senior Prepayment Percentage for each Loan Group will     
equal the related Senior Percentage for that Distribution Date plus 50% of an   
amount equal to 100% minus the related Senior Percentage for that Distribution  
Date and (y) after the Distribution Date in May 2008, the Aggregate             
Subordinated Percentage is at least 200% of the Aggregate Subordinated          
Percentage as of the Closing Date, the delinquency test set forth in the        
definition of Senior Step Down Conditions is satisfied and cumulative Realized  
Losses do not exceed 30% of the aggregate Class Certificate Balance of the      
Subordinated Certificates as of the Closing Date, the Senior Prepayment         
Percentage for each Loan Group will equal the related Senior Percentage.        

       Senior Principal Distribution Amount: As to any Distribution Date and
any Loan Group, the sum of (i) the related Senior Percentage of all amounts     
described in clauses (a) through (d) of the definition of Principal Amount for  
that Loan Group and such Distribution Date, (ii) with respect to any Mortgage   
Loan that became a Liquidated Mortgage Loan during the calendar month           
preceding the month of such Distribution Date, the lesser of (x) the related    
Senior Percentage of the Stated Principal Balance of such Mortgage Loan and     
(y) either (A) if no Excess Losses were sustained on the Liquidated Mortgage    
Loan during the preceding calendar month, the related Senior Prepayment         
Percentage the amount of the Liquidation Proceeds allocable to principal        
received on the Mortgage Loan or (B) if an Excess Loss was sustained with       
respect to such Liquidated Mortgage Loan during such preceding calendar month,  
the Senior Percentage of the amount of the Liquidation Proceeds allocable to    
principal received with respect                                                 

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to such Mortgage Loan, and (iii) the sum of (x) the Senior Prepayment           
Percentage of the amounts described in clause (f) of the definition of          
Principal Amount for that Loan Group and such Distribution Date, and (y) the    
applicable Senior Prepayment Percentage of any Subsequent Recoveries described  
in clause (g) of the definition of Principal Amount for that Loan Group and     
such Distribution Date; provided, however, that if a Bankruptcy Loss that is    
an Excess Loss is sustained with respect to a Mortgage Loan in that Loan Group  
that is not a Liquidated Mortgage Loan, the Senior Principal Distribution       
Amount will be reduced on the related Distribution Date by the Senior           
Percentage of the applicable principal portion of such Bankruptcy Loss;         
provided further, however, on any Distribution Date after the sixth Senior      
Termination Date, the Senior Principal Distribution Amount for the remaining    
Senior Certificate Group will be calculated pursuant to the above formula       
based on all the Mortgage Loans in the Mortgage Pool, as opposed to the         
Mortgage Loans in the related Loan Group.                                       

   Senior Step Down Conditions: As to any Distribution Date: (i) the
aggregate Stated Principal Balance of all the Mortgage Loans 60 days or more    
Delinquent (averaged over the preceding six month period) (including any        
Mortgage Loans subject to foreclosure proceedings, REO Property (regardless of  
whether that Mortgage Loan is 60 days or more Delinquent) and Mortgage Loans    
the mortgagors of which are in bankruptcy), as a percentage (a) if such date    
is on or prior to the sixth Senior Termination Date, the Subordinated           
Percentage for that Loan Group of the aggregate Stated Principal Balance of     
the Mortgage Loans in that Loan Group, or (b) if such date is after the sixth   
Senior Termination Date, the aggregate Class Certificate Balance of the         
Subordinated Certificates immediately prior to such Distribution Date, does     
not equal or exceed 50%, and (ii) cumulative Realized Losses do not exceed:     
(a) commencing with the Distribution Date on the tenth anniversary of the       
first Distribution Date, 30% of the Original Subordinated Principal Balance,    
(b) commencing with the Distribution Date on the eleventh anniversary of the    
first Distribution Date, 35% of the Original Subordinated Principal Balance,    
(c) commencing with the Distribution Date on the twelfth anniversary of the     
first Distribution Date, 40% of the Original Subordinated Principal Balance,    
(d) commencing with the Distribution Date on the thirteenth anniversary of the  
first Distribution Date, 45% of the Original Subordinated Principal Balance,    
and (e) commencing with the Distribution Date on the fourteenth anniversary of  
the first Distribution Date and thereafter, 50% of the Original Subordinated    
Principal Balance.                                                              

 Senior Termination Date: For each Senior Certificate Group, the
Distribution Date on which the aggregate Class Certificate Balance of the       
related Classes of Senior Certificates has been reduced to zero.                

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

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

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

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

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

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

             (e) reasonable compensation to the Master Servicer or its
affiliates for acting as broker in connection with the sale of
foreclosed Mortgaged Properties and for performing certain    

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    default management and other similar services (including appraisal
  services) in connection with the servicing of defaulted Mortgage
 Loans. For purposes of this clause (e), only costs and expenses
     incurred in connection with the performance of activities generally
     considered to be outside the scope of customary servicing or master
servicing duties shall be treated as Servicing Advances.      

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

 Servicing Fee Rate:  For each Mortgage Loan, the per annum rate
specified on the Mortgage Loan Schedule.                                        

       Servicing Officer: Any officer of the Master 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 Master Servicer on the Closing Date pursuant to this      
Agreement, as the list may from time to time be amended.                        

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

    Six-Month LIBOR Index: The average of the London interbank offered
rates for six month U.S. dollar deposits in the London market, generally as     
set forth in either The Wall Street Journal or some other source generally      
accepted in the residential mortgage loan origination business and specified    
in the related Mortgage Note or, if such rate ceases to be published in The     
Wall Street Journal or becomes unavailable for any reason, then based upon a    
new index selected by the Master Servicer, based on comparable information, in  
each case, as most recently announced as of either 45 days prior to, or the     
first Business Day of the month immediately preceding the month of, such        
Adjustment Date.                                                                

       Special Hazard Coverage Termination Date:  The point in time at which
the Special Hazard Loss Coverage Amount is reduced to                           
zero.                                                                           

Special Hazard Loss: Any Realized Loss suffered by a Mortgaged
Property on account of direct physical loss, but not including (i) any loss of  
a type covered by a hazard insurance policy or a flood insurance policy         
required to be maintained with respect to such Mortgaged Property pursuant to   
Section 3.10 to the extent of the amount of such loss covered thereby, or (ii)  
any loss caused by or resulting from:                                           

(a) normal wear and tear;                   

               (b) fraud, conversion or other dishonest act on the part of
      the Trustee, the Master Servicer or any of their agents or employees
      (without regard to any portion of the loss not covered by any errors
and omissions policy);                                        

      (c) errors in design, faulty workmanship or faulty
  materials, unless the collapse of the property or a part thereof
ensues and then only for the ensuing loss;                    

            (d) nuclear or chemical reaction or nuclear radiation or
  radioactive or chemical contamination, all whether controlled or
uncontrolled, and whether such loss be direct or indirect,    

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      proximate or remote or be in whole or in part caused by, contributed
   to or aggravated by a peril covered by the definition of the term
"Special Hazard Loss";                                        

           (e) hostile or warlike action in time of peace and war,
  including action in hindering, combating or defending against an
actual, impending or expected attack:                         

                         1. by any government or sovereign power, de jure or
                de facto, or by any authority maintaining or using military,
naval or air forces; or                     

             2. by military, naval or air forces; or

                   3. by an agent of any such government, power,
authority or forces;                        

              (f) any weapon of war employing nuclear fission, fusion or
other radioactive force, whether in time of peace or war; or  

               (g) insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in hindering, 
combating or defending against such an occurrence, seizure or 
      destruction under quarantine or customs regulations, confiscation by
     order of any government or public authority, or risks of contraband
or illegal transportation or trade.                           

Special Hazard Loss Coverage Amount: With respect to the first
Distribution Date, $7,682,810. With respect to any Distribution Date after the  
first Distribution Date, the lesser of (a) the greatest of (i) 1% of the        
aggregate of the principal balances of the Mortgage Loans, (ii) twice the       
principal balance of the largest Mortgage Loan and (iii) the aggregate of the   
principal balances of all Mortgage Loans secured by Mortgaged Properties        
located in the single California postal zip code area having the highest        
aggregate principal balance of any such zip code area and (b) the Special       
Hazard Loss Coverage Amount as of the Closing Date less the amount, if any, of  
Special Hazard Losses allocated to the Certificates since the Closing Date.     
All principal balances for the purpose of this definition will be calculated    
as of the first day of the calendar month preceding the month of such           
Distribution Date after giving effect to Scheduled Payments on the Mortgage     
Loans then due, whether or not paid.                                            

       Special Hazard Mortgage Loan:  A Liquidated Mortgage Loan as to which
a Special Hazard Loss has occurred.                                             

Startup Day:  The Closing Date.                               

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

Subordinate Pass Through Rate: As to any Class of Subordinated
Certificates and the Interest Accrual Period for any Distribution Date, a per   
annum rate equal to (a) the sum of the following for each Loan Group: the       
product of (x) the Assumed Balance for each Loan Group immediately prior to     
that Distribution Date and (y) the Weighted Average Adjusted Net Mortgage Rate  
of the Mortgage Loans in that Loan Group divided by (b) the aggregate Class     
Certificate Balance of the Subordinated Certificates immediately prior to that  
Distribution Date.                                                              

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        Subordinated Certificates:  As specified in the Preliminary Statement.

     Subordinated Percentage: As to any Distribution Date on or prior to
the sixth Senior Termination Date and any Loan Group, 100% minus the Senior     
Percentage for the Senior Certificate Group relating to such Loan Group for     
such Distribution Date. As to any Distribution Date after the sixth Senior      
Termination Date, 100% minus the Senior Percentage for such Distribution Date.  

     Subordinated Prepayment Percentage: As to any Distribution Date and
Loan Group, 100% minus the related Senior Prepayment Percentage for such        
Distribution Date.                                                              

    Subordinated Principal Distribution Amount: As to any Distribution
Date and Loan Group, the sum of the following with respect to each Loan Group:  
(i) the Subordinated Percentage of all amounts described in clauses (a)         
through (d) of the definition of Principal Amount with respect to such Loan     
Group and such Distribution Date, (ii) with respect to any Mortgage Loan in     
the related Loan Group that became a Liquidated Mortgage Loan during the        
calendar month preceding the month of such Distribution Date, the amount of     
Liquidation Proceeds allocable to principal received with respect thereto       
remaining after application thereof pursuant to clause (ii) of the definition   
of Senior Principal Distribution Amount for that Loan Group, up to the related  
Subordinated Percentage of the Stated Principal Balance of such Mortgage Loan,  
(iii) the sum of the Subordinated Prepayment Percentage of the amounts          
described in clauses (f) and (g) of the definition of Principal Amount with     
respect to that Loan Group for such Distribution Date; provided, however, that  
on any Distribution Date after the sixth Senior Termination Date, the           
Subordinated Principal Distribution Amount will not be calculated by Loan       
Group but will equal the amount calculated pursuant to the formula set forth    
above based on the applicable Subordinated Percentage and Subordinated          
Prepayment Percentage for the Subordinated Certificates for such Distribution   
Date with respect to all of the Mortgage Loans as opposed to the Mortgage       
Loans only in the related Loan Group.                                           

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

Subservicer:  As defined in Section 3.02(a).                  

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

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

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

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

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       (iv)     have the same Mortgage Index and interval between Adjustment
             Dates as the deleted Mortgage Loan and a Gross Margin not
               more than 1% per annum higher than, and not lower than that
of the deleted Mortgage Loan;               

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

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

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

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

Substitution Adjustment Amount:  As defined in Section 2.03.  

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

      Targeted Balance: With respect to the Targeted Principal Classes and
any Distribution Date appearing in the Principal Balance Schedules, the         
applicable amount appearing opposite such Distribution Date for such Targeted   
Principal Classes.                                                              

         Targeted Principal Classes:  As specified in the Preliminary Statement.

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

Transfer Payment Made:  As defined in Section 4.03.           

Transfer Payment Received:  As defined in Section 4.03.       

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

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

(ii) the Certificate Account, the Distribution Account and all
amounts deposited therein pursuant to this Agreement (including amounts         
received from the Seller on the Closing Date that will 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;                         

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

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

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

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       Trustee Fee: The fee payable to the Trustee on each Distribution Date
for its services as Trustee hereunder, in an amount equal to one-twelfth of     
the Trustee Fee Rate multiplied by the aggregate Stated Principal Balance of    
the Mortgage Loans immediately prior to such Distribution Date.                 

Trustee Fee Rate:  0.0055% per annum.                         

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

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

Undercollateralized Group:  As defined in Section 4.03.       

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

United States Person or U.S. Person:                          

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

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

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

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

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

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

Voting Rights: The portion of the voting rights of all of the 
Certificates that is allocated to any Certificate. As of any date of            
determination, (a) 1% of all Voting Rights shall be allocated to each Class of  
Notional Amount Certificates (the Voting Rights to be allocated among the       
holders of Certificates of each Class in accordance with their respective       
Percentage Interests), (b) 1% of all Voting Rights shall be allocated to the    
Holder of the Class A-R Certificates and (c) the remaining Voting Rights shall  
be allocated among Holders of the remaining Classes of Offered Certificates in  
proportion to the Certificate Balances of the respective Certificates on the    
date.                                                                           

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

Weighted Average Initial Adjustment Date:  Not applicable.    

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

Section 1.02      Rules of Construction.                      

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

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

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

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

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

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

(f) All accounting terms used in an accounting context and not
otherwise defined, and accounting terms partly defined in this Agreement, to    
the extent not completely defined, shall be construed in accordance with        
generally accepted accounting principles. To the extent that the definitions    
of                                                                              

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accounting terms in this Agreement are inconsistent with their meanings under   
generally accepted accounting principles, the definitions contained in this     
Agreement shall control. Capitalized terms used in this Agreement without       
definition that are defined in the Uniform Commercial Code are used in this     
Agreement as defined in the Uniform Commercial Code.                            

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

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

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ARTICLE TWO 

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES  

Section 2.01      Conveyance of Mortgage Loans.               

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

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

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

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

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

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

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

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

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

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

               (B)      the executed Security Agreement;

              (C)      the executed Proprietary Lease;

                  (D)      the executed Recognition Agreement;

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

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

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

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

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

       The Trustee need not record any assignment that 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, recording the assignment   
is not necessary to protect the                                                 

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Trustee's and the Certificateholders' interest in the related Mortgage Loan.    
The Seller shall deliver such Opinion of Counsel within 90 days of the Closing  
Date.                                                                           

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

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

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

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

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

      (d) 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.

     The Trustee acknowledges receipt of the documents identified in the
Initial Certification in the form of Exhibit G-1, and declares that it holds    
and will hold such documents and the other documents delivered to it            
constituting the Mortgage Files for the Mortgage Loans, and that it holds or    
will hold such 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 Master Servicer and the Seller an Initial    
Certification in the form of Exhibit G-1. Based on its review and examination,  
and only as to the documents identified in such Initial Certification, the      
Trustee acknowledges that such documents appear regular on their face and       
relate to such Mortgage Loans. The Trustee shall be under no duty or            
obligation to inspect, review or examine said documents, instruments,           
certificates or other papers to determine that the same are genuine,            
enforceable or appropriate for the represented purpose or that they have        
actually been recorded in the real estate records or that they are other than   
what they purport to be on their face.                                          

      By the thirtieth day after the Closing Date (or if that day is not a
Business Day, the succeeding Business Day), the Trustee shall deliver to the    
Depositor, the Master Servicer, and the Seller a Delay                          

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Delivery Certification with respect to the Mortgage Loans substantially in the  
form of Exhibit G-2, with any applicable exceptions noted thereon.              

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

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

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

       The Trustee shall deliver written notice to each Rating Agency within
270 days from the Closing Date indicating each Mortgage Loan (a) that has not   
been returned by the appropriate recording office or (b) as to which there is   
a dispute as to location or status of the Mortgage Loan. The notice shall be    
delivered every 90 days thereafter until the related Mortgage Loan is returned  
to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to  
(b) above shall not be effected before the delivery to the Trustee of the       
Opinion of Counsel required by Section 2.05, and any substitution pursuant to   
(a) above shall not be effected before 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 the month.                                               

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

  If pursuant to the foregoing provisions the Seller repurchases a
Mortgage Loan that is a MERS Mortgage Loan, the Master 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.   

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       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 Master 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 Master      
Servicer from time to time.                                                     

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

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

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

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

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

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

    The Master Servicer shall amend the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of the Deleted         
Mortgage Loan and the substitution of the Substitute Mortgage Loans and the     
Master Servicer shall deliver the amended Mortgage Loan Schedule to             

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

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

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

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

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

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

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

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

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

Section 2.06      Execution and Delivery of Certificates.     

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

Section 2.07      REMIC Matters.                              

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

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ARTICLE THREE 

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS  

Section 3.01      Master Servicer to Service Mortgage Loans.  

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

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

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

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

   Section 3.02      Subservicing; Enforcement of the Obligations of
Subservicers.                                                                   

 (a) The Master Servicer may arrange for the subservicing of any
Mortgage Loan by a subservicer pursuant to a subservicing agreement (a          
"Subservicer"). The subservicing arrangement and the related subservicing       
agreement must provide for the servicing of the Mortgage Loans in a manner      
consistent with the servicing arrangements contemplated hereunder. Unless the   
context otherwise requires, references in this Agreement to actions taken or    
to be taken by the Master Servicer in servicing the Mortgage Loans              

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include actions taken or to be taken by a Subservicer on behalf of the Master   
Servicer. Notwithstanding anything in any subservicing agreement or this        
Agreement relating to agreements or arrangements between the Master Servicer    
and a Subservicer or references to actions taken through a Subservicer or       
otherwise, the Master Servicer shall remain obligated and liable to the         
Trustee and Certificateholders for the servicing and administration of the      
Mortgage Loans in accordance with this Agreement without diminution of its      
obligation or liability by virtue of the subservicing agreements or             
arrangements or by virtue of indemnification from the Subservicer and to the    
same extent and under the same terms as if the Master Servicer alone were       
servicing and administering the Mortgage Loans. All actions of each             
Subservicer performed pursuant to the related subservicing agreement shall be   
performed as agent of the Master Servicer with the same effect as if performed  
directly by the Master Servicer.                                                

  (b) For purposes of this Agreement, the Master Servicer shall be
deemed to have received any collections, recoveries, or payments with respect   
to the Mortgage Loans that are received by the Subservicer regardless of        
whether the payments are remitted by the Subservicer to the Master Servicer.    

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

     The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer under this Agreement and may, but is not obligated to,   
perform, or cause a designee to perform, any defaulted obligation of the        
Master Servicer under this Agreement and in connection with any such defaulted  
obligation to exercise the related rights of the Master Servicer under this     
Agreement; provided that the Master 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 Master  
Servicer nor shall the Trustee or the Depositor be obligated to supervise the   
performance of the Master Servicer under this Agreement or otherwise.           

        Section 3.04      No Contractual Relationship Between Subservicers and
the Trustee.                                                                    

     Any subservicing arrangement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a             
Subservicer in its capacity as such and not as an originator shall be deemed    
to be solely between the Subservicer and the Master Servicer alone, and the     
Trustee and Certificateholders shall not be deemed parties thereto and shall    
have no claims, rights, obligations, duties, or liabilities with respect to     
the Subservicer in its capacity as such except as set forth in Section 3.05.    

Section 3.05      Trustee to Act as Master Servicer.          

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

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

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

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

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

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

  Every subservicing agreement entered into by the Master Servicer
shall contain a provision giving the successor Master Servicer the option to    
terminate the agreement if a successor Master Servicer is appointed.            

 If the Master Servicer is no longer the Master Servicer for any
reason (including because the occurrence or existence of any Event of           
Default), the Trustee (or any other successor Master Servicer) may, at its      
option, succeed to any rights and obligations of the Master Servicer under any  
subservicing agreement in accordance with its terms. The Trustee (or any other  
successor Master Servicer) shall not incur any liability or have any            
obligations in its capacity as successor Master Servicer under a subservicing   
agreement arising before the date of succession unless it expressly elects to   
succeed to the rights and obligations of the Master Servicer thereunder; and    
the Master Servicer shall not thereby be relieved of any liability or           
obligations under the subservicing agreement arising before the date of         
succession.                                                                     

    The Master Servicer shall, upon request of the Trustee, but at the
expense of the Master Servicer, deliver to the assuming party all documents     
and records relating to each subservicing agreement and the Mortgage Loans      
then being serviced thereunder and an accounting of amounts collected held by   
it and otherwise use its best efforts to effect the orderly and efficient       
transfer of the subservicing agreement to the assuming party.                   

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

   Section 3.06      Collection of Mortgage Loan Payments; Servicing
Accounts; Collection Account; Certificate Account; Distribution Account.        

     (a) In accordance with and to the extent of the Servicing Standard,
the Master Servicer shall make reasonable efforts in accordance with the        
customary and usual standards of practice of prudent mortgage servicers to      
collect all payments called for under the Mortgage Loans to the extent the      
procedures are consistent with this Agreement and any related Required          
Insurance Policy. Consistent with the foregoing, the Master Servicer may in     
its discretion (i) waive any late payment charge or, subject to Section 3.21,   
any Prepayment Charge in connection with the prepayment of a Mortgage Loan and  
(ii) extend the due dates for payments due on a Delinquent Mortgage Loan for a  
period not greater than 125 days. In connection with a seriously delinquent or  
defaulted Mortgage Loan, the Master Servicer may, consistent with the           
Servicing Standard, waive, modify or vary any term of that Mortgage Loan        
(including modifications that change the Mortgage Rate, forgive the payment of  
principal or interest or extend the final maturity date of that Mortgage Loan   
), accept payment from the related Mortgagor of an amount less than the Stated  
Principal Balance in final satisfaction of that Mortgage Loan, or consent to    
the postponement of strict compliance with any such term or otherwise grant     
indulgence to any Mortgagor if in the Master Servicer's determination such      
waiver, modification, postponement or indulgence is not materially adverse to   
the interests of the Certificateholders (taking into account any estimated      
loss that might result absent such action) and is expected to minimize the      
loss on such Mortgage Loan; provided, however, the Master Servicer shall not    
initiate new lending to such Mortgagor through the Trust and cannot, except as  
provided in the immediately succeeding sentence, extend the maturity of any     
Mortgage Loan past the date on which the final payment is due on the latest     
maturing Mortgage Loan as of the Cut-off Date. With respect to no more than 5%  
of the Mortgage Loans (measured by aggregate Cut-off Date                       

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Principal Balance of the Mortgage Loans), the Master Servicer may extend the    
maturity of a Mortgage Loan past the date on which the final payment is due on  
the latest maturing Mortgage Loan as of the Cut-off Date, but in no event more  
than one year past such date. In the event of any such arrangement, the Master  
Servicer shall make Advances on the related Mortgage Loan in accordance with    
Section 4.01 during the scheduled period in accordance with the amortization    
schedule of the Mortgage Loan without modification thereof because of the       
arrangements. The Master Servicer shall not be required to institute or join    
in litigation with respect to collection of any payment (whether under a        
Mortgage, Mortgage Note, or otherwise or against any public or governmental     
authority with respect to a taking or condemnation) if it reasonably believes   
that enforcing the provision of the Mortgage or other instrument pursuant to    
which the payment is required is prohibited by applicable law. The Master       
Servicer shall not have the discretion to sell any Delinquent or defaulted      
Mortgage Loan.                                                                  

(b) The Master Servicer shall establish and maintain (or, if a
Mortgage Loan is subserviced by another Person, cause the related Subservicer   
to establish and maintain) one or more Servicing Accounts (the "Servicing       
Account") into which the Master Servicer shall deposit on a daily basis within  
one Business Day of receipt, the following payments and collections received    
by it or remitted by any Subservicer in respect of Mortgage Loans after the     
Cut-off Date (other than in respect of principal and interest due on the        
Mortgage Loans by the Cut-off Date):                                            

            (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                  

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

    By the Withdrawal Date in each calendar month, the Master Servicer
shall (a) withdraw 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.                                                                        

     By 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 Master Servicer      
shall (a) withdraw such amounts from the Servicing Account and (b) deposit      
such amounts in the Collection Account.                                         

   (c) The Master Servicer shall establish and maintain a Collection
Account (the "Collection Account") into which the Master Servicer shall         
deposit, as and when required by paragraph (b) of this Section 3.06, all        
amounts required to be deposited into the Collection Account pursuant to that   
paragraph. The Collection Account shall be an Eligible Account held for the     
benefit of the Certificateholders.                                              

    (d) The Master Servicer shall establish and maintain a Certificate
Account into which the Master Servicer shall deposit 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 or remitted by any            
Subservicer in respect of Mortgage Loans after the Cut-off Date (other than in  
respect of principal and interest due on the Mortgage Loans by the Cut-off      
Date) and the following amounts required to be deposited hereunder:             

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             (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 Servicing Fee and Prepayment Interest Excess;

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

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

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

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

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

                (viii) any other amounts required to be deposited under this
Agreement; 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 the Mortgage Loan, in addition to the   
monthly payment remitted by the Mortgagor, the Master Servicer shall cause      
funds to be deposited into the Certificate Account in an amount required to     
cause an amount of interest to be paid with respect to the Mortgage Loan equal  
to the amount of interest that has accrued on the Mortgage Loan from the        
preceding Due Date at the Mortgage Rate net of the Servicing Fee Rate on that   
date.                                                                           

  The foregoing requirements for remittance by the Master 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 Master Servicer. If  
the Master Servicer remits any amount not required to be remitted, it may at    
any time withdraw that amount from the Certificate Account, any provision in    
this Agreement to the contrary notwithstanding. The withdrawal or direction     
may be accomplished by delivering written notice of it to the Trustee or any    
other institution maintaining the Certificate Account that describes the        
amounts deposited in error in the Certificate Account. The Master Servicer      
shall maintain adequate records with respect to all withdrawals made pursuant   
to this Section 3.06. All funds deposited in the Certificate Account shall be   
held in trust for the Certificateholders until withdrawn in accordance with     
Section 3.09.                                                                   

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

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

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

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

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

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

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

       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 Master 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 Master Servicer to compel a    
Mortgagor to establish an Escrow Account in violation of applicable law.        

      (b) Withdrawals of amounts so collected from the Escrow Accounts may
be made only to effect timely payment of taxes, assessments, hazard insurance   
premiums, condominium or PUD association dues, or comparable items, to          
reimburse (without duplication) the Master Servicer out of related collections  
for any payments made pursuant to Section 3.01 (with respect to taxes and       
assessments and insurance premiums) and Section 3.10 (with respect to hazard    
insurance), to refund to any Mortgagors                                         

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any sums determined to be overages, to pay interest, if required by law or the  
related Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow      
Account or to clear and terminate the Escrow Account at the termination of      
this Agreement in accordance with Section 9.01. The Escrow Accounts shall not   
be a part of the Trust Fund.                                                    

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

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

The Master 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 Master Servicer.                                                         

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

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

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

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

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

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

             (v) to reimburse the Master Servicer for (a) unreimbursed
  Servicing Advances, the Master Servicer's right to reimbursement
pursuant to this clause (a) with respect to any Mortgage      

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   Loan being limited to amounts received on the Mortgage Loans that
       represent late recoveries of the payments for which the advances were
  made pursuant to Section 3.01 or Section 3.07 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 of such Mortgage Loan that has
     been purchased pursuant to Section 2.02, 2.03, or 3.12, all amounts
received thereon after the date of such purchase;             

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

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

              (ix) by the Distribution Account Deposit Date, to withdraw
  (1) the Available Funds and the Trustee Fee for the Distribution
   Date, to the extent on deposit, and (2) the Prepayment Charges on
  deposit, and 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 Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, to justify any withdrawal from the        
Certificate Account pursuant to subclauses (i), (ii), (iv), (v), and (vi).      
Before making any withdrawal from the Certificate Account pursuant to           
subclause (iii), the Master Servicer shall deliver to the Trustee an Officer's  
Certificate of a Servicing Officer indicating the amount of any previous        
Advance determined by the Master Servicer to be a Nonrecoverable Advance and    
identifying the related Mortgage Loans and their respective portions of the     
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:                       

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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the original shall be added to the related Mortgage File and shall, for all     
purposes, be considered a part of the Mortgage File to the same extent as all   
other documents and instruments constituting a part of the Mortgage File. The   
Master Servicer will retain any fee collected by it for entering into an        
assumption or substitution of liability agreement as additional master          
servicing compensation.                                                         

Section 3.12      Realization Upon Defaulted Mortgage Loans.  

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

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

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

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

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

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

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

       The Master Servicer shall deposit the Purchase Price for any Mortgage
Loan repurchased pursuant to Section 3.12 in the Certificate Account pursuant   
to Section 3.06 within one Business Day after the purchase of the Mortgage      
Loan. Upon receipt by the Trustee of written notification of any such deposit   
signed by a Servicing Officer, the Trustee shall release to the Master          
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 Master Servicer any Mortgage Loan previously        
transferred and assigned pursuant hereto. The Master Servicer covenants and     
agrees to indemnify the Trust Fund against any liability for any "prohibited    
transaction" taxes and any related interest, additions, and penalties imposed   
on the Trust Fund established hereunder as a result of any modification of a    
Mortgage Loan effected pursuant to this Section, or any purchase of a Mortgage  
Loan by the Master                                                              

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Servicer in connection with a modification (but such obligation shall not       
prevent the Master Servicer or any other appropriate Person from contesting     
any such tax in appropriate proceedings and shall not prevent the Master        
Servicer from withholding payment of such tax, if permitted by law, pending     
the outcome of such proceedings). The Master 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.                  

    Section 3.13      Trustee to Cooperate; Release of Mortgage Files.

      Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a    
manner customary for such purposes, the Master Servicer will immediately        
notify the Trustee by delivering a Request for Release substantially in the     
form of Exhibit N. Upon receipt of the request, the Trustee shall promptly      
release the related Mortgage File to the Master Servicer, and the Trustee       
shall at the Master Servicer's direction execute and deliver to the Master      
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 Master Servicer, together with the Mortgage Note   
with written evidence of cancellation thereon. The Master 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 Master Servicer or its designee. Subject to the        
further limitations set forth below, the Master Servicer shall cause the        
Mortgage File or documents so released to be returned to the Trustee when the   
need therefor by the Master Servicer no longer exists, unless the Mortgage      
Loan is liquidated and the proceeds thereof are deposited in the Certificate    
Account, in which case the Master Servicer shall deliver to the Trustee a       
Request for Release in the form of Exhibit N, signed by a Servicing Officer.    

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

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

      The Master Servicer shall account fully to the Trustee for any funds
it receives or otherwise collects as Liquidation Proceeds or Insurance          
Proceeds in respect of any Mortgage Loan. All Mortgage Files and funds          
collected or held by, or under the control of, the Master Servicer in respect   
of any Mortgage Loans, whether from the collection of principal and interest    
payments or from Liquidation Proceeds, including any funds on deposit in the    
Certificate Account, shall be held by the Master 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 Master     
Servicer also agrees that it shall not                                          

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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 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 Master Servicer shall be entitled to set off    
against and deduct from any such funds any amounts that are properly due and    
payable to the Master Servicer under this Agreement.                            

Section 3.15      Servicing Compensation.                     

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

The Master Servicer may retain or withdraw from the Servicing 
Account, the Collection Account, or the Certificate Account the Servicing Fee   
for each Mortgage Loan for the related Distribution Date. If the Master         
Servicer directly services a Mortgage Loan, the Master Servicer may retain the  
Servicing Fee for its own account as compensation for performing services. If   
a Subservicer directly services a Mortgage Loan, unless the Subservicer         
retains the Servicing Fee, the Master Servicer shall remit the Servicing Fee    
to the related Subservicer as compensation for performing services.             

Additional master servicing compensation in the form of Excess
Proceeds, Prepayment Interest Excess, assumption fees, late payment charges     
and all income net of any losses realized from Permitted Investments shall be   
retained by the Master Servicer to the extent not required to be deposited in   
the Certificate Account pursuant to Section 3.06. The Master Servicer shall be  
required to pay all expenses incurred by it in connection with its servicing    
activities hereunder (including the fees of any Subservicer, 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 Master Servicer shall provide to the OTS and the FDIC and to
comparable regulatory authorities supervising Holders of Certificates and       
Certificate Owners and the examiners and supervisory agents of the OTS, the     
FDIC, and such other authorities, access to the documentation regarding the     
Mortgage Loans required by applicable regulations of the OTS and the FDIC.      
Access shall be afforded without charge, but only upon reasonable prior         
written request and during normal business hours at the offices designated by   
the Master Servicer. Nothing in this Section 3.16 shall limit the obligation    
of the Master Servicer to observe any applicable law prohibiting disclosure of  
information regarding the Mortgagors and the failure of the Master 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.          

    By March 1 of each year, commencing with 2006, the Master Servicer
shall deliver to the Depositor and the Trustee an Officer's Certificate signed  
by two Servicing Officers stating, as to each signer thereof, that (i) a        
review of the activities of the Master Servicer during the preceding calendar   
year                                                                            

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and of the performance of the Master Servicer under this Agreement has been     
made under such officer's supervision, and (ii) to the best of such officer's   
knowledge, based on the review, the Master Servicer has fulfilled all its       
obligations under this Agreement throughout the year, or, if there has been a   
default in the fulfillment of any obligation, specifying each default known to  
the officer and the nature and status thereof. The Trustee shall forward a      
copy of each compliance statement to each Rating Agency.                        

    Section 3.18      Annual Independent Public Accountants' Servicing
Statement; Financial Statements.                                                

       By March 1 of each year, commencing with 2006, the Master Servicer at
its expense shall cause a nationally or regionally recognized firm of           
independent public accountants (who may also render other services to the       
Master Servicer, the Seller or any affiliate thereof) which is a member of the  
American Institute of Certified Public Accountants to furnish a statement to    
the Trustee and the Depositor to the effect that the firm has examined certain  
documents and records relating to the servicing of the Mortgage Loans under     
this Agreement or of mortgage loans under pooling and servicing agreements      
substantially similar to this Agreement (the statement to have attached to it   
a schedule of the pooling and servicing agreements covered by it) and that, on  
the basis of its examination, conducted substantially in compliance with the    
Audit Guide for Audits of HUD Approved Nonsupervised Mortgagees, the Uniform    
Single Attestation Program for Mortgage Bankers, or the Audit Program for       
Mortgages serviced for FNMA and FHLMC, such servicing has been conducted in     
compliance with this Agreement except for any significant exceptions or errors  
in records that, in the opinion of the firm, the Audit Guide for Audits of HUD  
Approved Nonsupervised Mortgagees, the Uniform Single Attestation Program for   
Mortgage Bankers, or the Audit Program for Mortgages serviced for FNMA and      
FHLMC requires it to report. In rendering the statement, the firm may rely, as  
to matters relating to direct servicing of Mortgage Loans by the subservicers,  
upon comparable statements for examinations conducted substantially in          
compliance with the Audit Guide for Audits of HUD Approved Nonsupervised        
Mortgagees, the Uniform Single Attestation Program for Mortgage Bankers, or     
the Audit Program for Mortgages serviced for FNMA and FHLMC (rendered within    
one year of the statement) of independent public accountants with respect to    
the related Subservicer. The Master Servicer shall deliver the statement to     
the Trustee so that the Trustee can provide copies of the statement to any      
Certificateholder or Certificate Owner on request at the Master Servicer's      
expense.                                                                        

   Section 3.19      Errors and Omissions Insurance; Fidelity Bonds.

     The Master Servicer shall obtain and maintain in force (a) policies
of insurance covering errors and omissions in the performance of its            
obligations as Master Servicer hereunder and (b) a fidelity bond covering its   
officers, employees, and agents. Each policy 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. If any      
policy or bond ceases to be in effect, the Master Servicer shall obtain a       
comparable replacement policy or bond from an insurer or issuer meeting the     
above requirements as of the date of the replacement.                           

Section 3.20      Notification of Adjustments.                

       On each Adjustment Date, the Master 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 Master       
Servicer shall execute and deliver the notices required by each Mortgage and    
Mortgage Note and applicable regulations regarding interest rate adjustments.   
The Master Servicer also shall provide timely notification to the Trustee of    
all applicable data and information regarding such interest rate adjustments    
and the Master Servicer's methods of implementing such interest rate            
adjustments. Upon the discovery by the Master Servicer or the Trustee that the  
Master Servicer has                                                             

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failed 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    
Master 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 Master Servicer shall not be liable with       
respect to any interest rate adjustments made by any servicer prior to the      
Master Servicer.                                                                

Section 3.21      Prepayment Charges.                         

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

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ARTICLE FOUR  

DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER 

Section 4.01      Advances.                                   

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

 (b) If the Master 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 Master 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 Master Servicer Advance Date, the Trustee is entitled  
to immediately terminate the Master 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 Master Servicer that the Master 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 Master Servicer, the Master         
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 Master      
Servicer Advance Date. In the event that the Master 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 Master 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 Master Servicer hereunder.      

     (c) The Master Servicer shall, not later than the close of business
on the Business Day immediately preceding each Master 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 Master Servicer has determined that the related Scheduled Payments should   
be advanced and (ii) the amount of the related Scheduled Payments. The Master   
Servicer shall deliver to the Trustee on                                        

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the related Master Servicer Advance Date an Officer's Certificate of a          
Servicing Officer indicating the amount of any proposed Advance determined by   
the Master Servicer to be a Nonrecoverable Advance.                             

Section 4.02      Priorities of Distribution.                 

   (a) (1) On each Distribution Date, the Trustee shall withdraw the
Available Funds for Loan Group 1 from the Distribution Account and apply such   
funds to distributions on the Group 1 Senior Certificates in the following      
order and priority and, in each case, to the extent of Available Funds          
remaining:                                                                      

               (i) concurrently, to each interest-bearing Class of Group 1
   Senior Certificates, an amount allocable to interest equal to the
   related Class Optimal Interest Distribution Amount, any shortfall
       being allocated among such Classes in proportion to the amount of the
 Class Optimal Interest Distribution Amount that would have been
distributed in the absence of such shortfall;                 

(ii) [reserved];                            

       (iii) concurrently, to each Class of Group 1 Senior
Certificates as follows:                                      

(A) [reserved]; and             

                 (B)      on each Distribution Date, the Principal
                           Amount for Loan Group 1, up to the amount
                 of the related Senior Principal
                           Distribution Amount for such Distribution
                            Date will be distributed, sequentially, to
               the Class A-R and Class 1-A-1
                          Certificates, in that order, until their
                           respective Class Certificate Balances are
  reduced to zero;

(iv) [reserved];                            

(2) On each Distribution Date, the Trustee shall withdraw the 
Available Funds for Loan Group 2 from the Distribution Account and apply such   
funds to distributions on the Group 2 Senior Certificates in the following      
order and priority and, in each case, to the extent of Available Funds          
remaining:                                                                      

               (v) concurrently, to each interest-bearing Class of Group 2
   Senior Certificates, an amount allocable to interest equal to the
   related Class Optimal Interest Distribution Amount, any shortfall
       being allocated among such Classes in proportion to the amount of the
 Class Optimal Interest Distribution Amount that would have been
distributed in the absence of such shortfall;                 

(vi) [reserved];                            

       (vii) concurrently, to each Class of Group 2 Senior
Certificates as follows:                                      

(A)      [reserved];            

                 (B)      on each Distribution Date, the Principal
                           Amount for Loan Group 2, up to the amount
                 of the related Senior Principal
                           Distribution Amount for such Distribution
                       Date will be distributed to the Class
                    2-A-1 Certificates until its Class
                         Certificate Balance is reduced to zero;

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(3) On each Distribution Date, the Trustee shall withdraw the 
Available Funds for Loan Group 3 from the Distribution Account and apply such   
funds to distributions on the Group 3 Senior Certificates in the following      
order and priority and, in each case, to the extent of Available Funds          
remaining:                                                                      

               (i) concurrently, to each interest-bearing Class of Group 3
   Senior Certificates, an amount allocable to interest equal to the
   related Class Optimal Interest Distribution Amount, any shortfall
       being allocated among such Classes in proportion to the amount of the
 Class Optimal Interest Distribution Amount that would have been
distributed in the absence of such shortfall;                 

(ii) [reserved];                            

       (iii) concurrently, to each Class of Group 3 Senior
Certificates as follows:                                      

(A)      [reserved];            

                 (B)      on each Distribution Date, the Principal
                           Amount for Loan Group 3, up to the amount
                 of the related Senior Principal
                           Distribution Amount for such Distribution
                            Date will be distributed, concurrently, to
                        the Class 3-A-1, Class 3-A-2 and Class
                           3-A-3 Certificates, pro rata, until their
                           respective Class Certificate Balances are
  reduced to zero;

(4) On each Distribution Date, the Trustee shall withdraw the 
Available Funds for Loan Group 4 from the Distribution Account and apply such   
funds to distributions on the Group 4 Senior Certificates in the following      
order and priority and, in each case, to the extent of Available Funds          
remaining:                                                                      

               (i) concurrently, to each interest-bearing Class of Group 4
   Senior Certificates, an amount allocable to interest equal to the
   related Class Optimal Interest Distribution Amount, any shortfall
       being allocated among such Classes in proportion to the amount of the
 Class Optimal Interest Distribution Amount that would have been
distributed in the absence of such shortfall;                 

(ii) [reserved];                            

       (iii) concurrently, to each Class of Group 4 Senior
Certificates as follows:                                      

(A)      [reserved];            

                 (B)      on each Distribution Date, the Principal
                           Amount for Loan Group 4, up to the amount
                 of the related Senior Principal
                           Distribution Amount for such Distribution
                       Date will be distributed to the Class
                     4-A-1 Certificates, until its Class
                         Certificate Balance is reduced to zero;

(5) On each Distribution Date, the Trustee shall withdraw the 
Available Funds for Loan Group 5 from the Distribution Account and apply such   
funds to distributions on the Group 5 Senior Certificates in the following      
order and priority and, in each case, to the extent of Available Funds          
remaining:                                                                      

               (i) concurrently, to each interest-bearing Class of Group 5
   Senior Certificates, an amount allocable to interest equal to the
   related Class Optimal Interest Distribution Amount, any shortfall
       being allocated among such Classes in proportion to the amount of the
 Class Optimal Interest Distribution Amount that would have been
distributed in the absence of such shortfall;                 

(ii) [reserved];                            

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       (iii) concurrently, to each Class of Group 5 Senior
Certificates as follows:                                      

(A)      [reserved];            

                 (B)      on each Distribution Date, the Principal
                           Amount for Loan Group 5, up to the amount
                 of the related Senior Principal
                           Distribution Amount for such Distribution
                       Date will be distributed to the Class
                     5-A-1 Certificates, until its Class
                         Certificate Balance is reduced to zero;

(6) On each Distribution Date, the Trustee shall withdraw the 
Available Funds for Loan Group 6 from the Distribution Account and apply such   
funds to distributions on the Group 6 Senior Certificates in the following      
order and priority and, in each case, to the extent of Available Funds          
remaining:                                                                      

               (i) concurrently, to each interest-bearing Class of Group 6
   Senior Certificates, an amount allocable to interest equal to the
   related Class Optimal Interest Distribution Amount, any shortfall
       being allocated among such Classes in proportion to the amount of the
 Class Optimal Interest Distribution Amount that would have been
distributed in the absence of such shortfall;                 

(ii) [reserved];                            

       (iii) concurrently, to each Class of Group 6 Senior
Certificates as follows:                                      

(A)      [reserved];            

                 (B)      on each Distribution Date, the Principal
                           Amount for Loan Group 6, up to the amount
                 of the related Senior Principal
                           Distribution Amount for such Distribution
                       Date will be distributed to the Class
                    6-A-1 Certificates until its Class
                         Certificate Balance is reduced to zero;

(7) On each Distribution Date, the Trustee shall withdraw the 
Available Funds for Loan Group 7 from the Distribution Account and apply such   
funds to distributions on the Group 7 Senior Certificates in the following      
order and priority and, in each case, to the extent of Available Funds          
remaining:                                                                      

               (i) concurrently, to each interest-bearing Class of Group 7
   Senior Certificates, an amount allocable to interest equal to the
   related Class Optimal Interest Distribution Amount, any shortfall
       being allocated among such Classes in proportion to the amount of the
 Class Optimal Interest Distribution Amount that would have been
distributed in the absence of such shortfall;                 

(ii) [reserved];                            

       (iii) concurrently, to each Class of Group 7 Senior
Certificates as follows:                                      

(A) [reserved];                 

                 (B)      on each Distribution Date, the Principal
                           Amount for Loan Group 7, up to the amount
                 of the related Senior Principal
                           Distribution Amount for such Distribution
                       Date will be distributed to the Class
                    7-A-1 Certificates until its Class
                         Certificate Balance is reduced to zero;

(8) On each Distribution Date, after making the distributions 
described in Section 4.02(a)(1), Section 4.02(a)(2), Section 4.02(a)(3),        
Section 4.02(a)(4), Section 4.02(a)(5), Section 4.02(a)(6) and                  

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Section 4.02(a)(7), Available Funds from each Loan Group remaining will be      
distributed to the Senior Certificates to the extent provided in Section 4.03.  

     (9) On each Distribution Date, Available Funds from all Loan Groups
remaining after making the distributions described in Section 4.02(a)(1),       
Section 4.02(a)(2), Section 4.02(a)(3), Section 4.02(a)(4), Section             
4.02(a)(5), Section 4.02(a)(6), Section 4.02(a)(7) and Section 4.02(a)(8) will  
be distributed to the Subordinated Certificates, subject to paragraph 4.02(e)   
below, in the following order of priority:                                      

                       (A)      to the Class B-1 Certificates, an amount
                                allocable to interest equal to the Class
                                Optimal Interest Distribution Amount for
                              such Class for such Distribution Date;

                       (B)      to the Class B-1 Certificates, an amount
                               allocable to principal equal to its Pro
                             Rata Share for such Distribution Date
                           until the Class Certificate Balance
                   thereof is reduced to zero;

                       (C)      to the Class B-2 Certificates, an amount
                                allocable to interest equal to the Class
                                Optimal Interest Distribution Amount for
                              such Class for such Distribution Date;

                       (D)      to the Class B-2 Certificates, an amount
                               allocable to principal equal to its Pro
                             Rata Share for such Distribution Date
                           until the Class Certificate Balance
                   thereof is reduced to zero;

                       (E)      to the Class B-3 Certificates, an amount
                                allocable to interest equal to the Class
                                Optimal Interest Distribution Amount for
                              such Class for such Distribution Date;

                       (F)      to the Class B-3 Certificates, an amount
                               allocable to principal equal to its Pro
                             Rata Share for such Distribution Date
                           until the Class Certificate Balance
                   thereof is reduced to zero;

                       (G)      to the Class B-4 Certificates, an amount
                                allocable to interest equal to the Class
                                Optimal Interest Distribution Amount for
                              such Class for such Distribution Date;

                       (H)      to the Class B-4 Certificates, an amount
                               allocable to principal equal to its Pro
                             Rata Share for such Distribution Date
                           until the Class Certificate Balance
                   thereof is reduced to zero;

                       (I)      to the Class B-5 Certificates, an amount
                                allocable to interest equal to the Class
                                Optimal Interest Distribution Amount for
                              such Class for such Distribution Date;

                       (J)      to the Class B-5 Certificates, an amount
                               allocable to principal equal to its Pro
                             Rata Share for such Distribution Date
                           until the Class Certificate Balance
                   thereof is reduced to zero;

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                       (K)      to the Class B-6 Certificates, an amount
                                allocable to interest equal to the Class
                                Optimal Interest Distribution Amount for
                                  such Class for such Distribution Date; and

                       (L)      to the Class B-6 Certificates, an amount
                               allocable to principal equal to its Pro
                             Rata Share for such Distribution Date
                           until the Class Certificate Balance
                   thereof is reduced to zero;

(10) [reserved]; and                                          

    (11) to the Class A-R Certificates, any remaining funds; provided,
that such amounts shall not include the $100 held in trust for the Class P      
Certificates.                                                                   

On each Distribution Date, all amounts representing Prepayment
Charges received during the related Prepayment Period will be distributed to    
the holders of the Class P Certificates. On the Distribution Date immediately   
following the expiration of the latest Prepayment Charge Period of the          
Mortgage Loans, the $100 held in trust for the Class P Certificates will be     
distributed to the holders of the Class P Certificates.                         

(b) [reserved].                                               

(c) [reserved].                                               

     (d) On each Distribution Date, the amount referred to in clause (i)
of the definition of Class Optimal Interest Distribution Amount for each Class  
of Certificates for such Distribution Date shall be reduced by (i) the related  
Class' pro rata share of Net Prepayment Interest Shortfalls based on (x) with   
respect to a Class of Senior Certificates, the related Class Optimal Interest   
Distribution Amount and (y) with respect to a Class of Subordinated             
Certificates on and prior to the third Senior Termination Date, the related     
Assumed Interest Amount for such Distribution Date or after the third Senior    
Termination Date, the Class Optimal Interest Distribution Amount for such       
Distribution Date, in each case in the absence of such Net Prepayment Interest  
Shortfalls and (ii) the related Class' Allocable Share of (A) after the         
Special Hazard Coverage Termination Date, with respect to each Mortgage Loan    
in the related Loan Group (or, after the Senior Credit Support Depletion Date,  
any Mortgage Loan) that became a Special Hazard Mortgage Loan during the        
calendar month preceding the month of such Distribution Date, the excess of     
one month's interest at the Adjusted Net Mortgage Rate on the Stated Principal  
Balance of such Mortgage Loan as of the Due Date in such month over the amount  
of Liquidation Proceeds applied as interest on such Mortgage Loan with respect  
to such month, (B) after the Bankruptcy Coverage Termination Date, with         
respect to each Mortgage Loan that became subject to a Bankruptcy Loss during   
the calendar month preceding the month of such Distribution Date, the interest  
portion of the related Debt Service Reduction or Deficient Valuation, (C) each  
Relief Act Reduction for the Mortgage Loans in the related Loan Group (or,      
after the Senior Credit Support Depletion Date, any Mortgage Loan) incurred     
during the calendar month preceding the month of such Distribution Date and     
(D) after the Fraud Loss Coverage Termination Date, with respect to each        
Mortgage Loan in the related Loan Group (or, after the Senior Credit Support    
Depletion Date, any Mortgage Loan) that became a Fraud Loan during the          
calendar month preceding the month of such Distribution Date, the excess of     
one month's interest at the related Adjusted Net Mortgage Rate on the Stated    
Principal Balance of such Mortgage Loan as of the Due Date in such month over   
the amount of Liquidation Proceeds applied as interest on such Mortgage Loan    
with respect to such month.                                                     

      (e) Notwithstanding the priority and allocation contained in Section
4.02(a), if, with respect to any Class of Subordinated Certificates, on any     
Distribution Date the sum of the related Class Subordination Percentages of     
such Class and of all Classes of Subordinated Certificates that have a higher   

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numerical Class designation than such Class (the "Applicable Credit Support     
Percentage") is less than the Original Applicable Credit Support Percentage     
for such Class, no distribution of Principal Prepayments on the Mortgage Loans  
will be made to any such Classes (the "Restricted Classes") and the amount of   
such Principal Prepayments otherwise distributable to the Restricted Classes    
shall be distributed to the Classes of Subordinated Certificates having lower   
numerical Class designations than such Class, pro rata, based on their          
respective Class Certificate Balances immediately prior to such Distribution    
Date and shall be distributed in the sequential order set forth in Section      
4.02(a)(9). Notwithstanding the foregoing, the Class of Subordinated            
Certificates then outstanding with the lowest numerical class designation       
shall not be a Restricted Class.                                                

   (f) If the amount of a Realized Loss on a Mortgage Loan in a Loan
Group has been reduced by application of Subsequent Recoveries with respect to  
such Mortgage Loan, the amount of such Subsequent Recoveries will be applied    
sequentially, in the order of payment priority, to increase the Class           
Certificate Balance of each related Class of Certificates to which Realized     
Losses have been allocated, but in each case by not more than the amount of     
Realized Losses previously allocated to that Class of Certificates pursuant to  
Section 4.05. Holders of such Certificates will not be entitled to any payment  
in respect of the Class Optimal Interest Distribution Amount on the amount of   
such increases for any Interest Accrual Period preceding the Distribution Date  
on which such increase occurs. Any such increases shall be applied to the       
Certificate Balance of each Certificate of such Class in accordance with its    
respective Percentage Interest.                                                 

     Section 4.03      Cross-Collateralization; Adjustments to Available
Funds                                                                           

  (a) On each Distribution Date prior to the earlier of the Senior
Credit Support Depletion Date and the sixth Senior Termination Date, but after  
a Senior Termination Date, the Trustee shall distribute the principal portion   
of Available Funds on the Mortgage Loans relating to such Senior Certificates   
that will have been paid in full, to the holders of the Senior Certificates of  
the other Certificate Groups, pro rata, based on their Class Certificate        
Balances, provided, however, that the Trustee shall not make such distribution  
on such Distribution Date if (a) the Aggregate Subordinated Percentage for      
such Distribution Date is greater than or equal to 200% of such Aggregate       
Subordinated Percentage as of the Closing Date and (b) the average Stated       
Principal Balance of the Mortgage Loans in each Loan Group delinquent 60 days   
or more over the last six months, as a percentage of the aggregate Class        
Certificate Balance of the Subordinated Certificates, is less than 50%.         

      (b) If on any Distribution Date the Class Certificate Balance of the
Senior Certificates in a Loan Group is greater than the aggregate Stated        
Principal Balance of the Mortgage Loans in such Loan Group (the                 
"Undercollateralized Group"), then the Trustee shall reduce the Available       
Funds of the other Loan Group(s) that are not undercollateralized (the          
"Overcollateralized Group"), as follows:                                        

                (i) to add to the Available Funds of the Undercollateralized
    Group an amount equal to the lesser of (a) one month's interest on
       the Transfer Payment Received of the Undercollateralized Group at the
Weighted Average Adjusted Net Mortgage Rate applicable to the 
Undercollateralized Group and (b) Available Funds of the      
     Overcollateralized Group(s) remaining after making distributions to
the Certificates of the Overcollateralized Group(s) on such   
Distribution Date pursuant to Section 4.02; and               

              (ii) to the Senior Certificates of the Undercollateralized
     Group, to the extent of the principal portion of Available Funds of
      the Overcollateralized Group(s) remaining after making distributions
       to the Senior Certificates of the Overcollateralized Group(s) on such
Distribution Date pursuant to Section 4.02, until the Class   
Certificate Balance of the Senior Certificates of             

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      such Undercollateralized Group equals the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group.      

          The portion of the payment received by the Undercollateralized
Group allocable to principal is referred to as a "Transfer Payment Received."   
The portion of the payment made by the Overcollateralized Group allocable to    
principal is referred to as a "Transfer Payment Made."                          

   If more than one Overcollateralized Group exists on any
Distribution Date, reductions in the Available Funds of such                    
Overcollateralized Groups to make payments required to be made pursuant to      
this Section 4.03 on such Distribution Date shall be made pro rata, based on    
the amount of remaining Available Funds for each such Overcollateralized        
Group. If more than one Undercollateralized Group exists on any Distribution    
Date, the payments required to be made pursuant to this Section 4.03 on such    
Distribution Date shall be made pro rata, based on the amount of payments to    
be made to the Undercollateralized Groups.                                      

Section 4.04      [Reserved].                                 

Section 4.05      Allocation of Realized Losses.              

(a) On or prior to each Determination Date, the Trustee shall 
determine the total amount of Realized Losses, including Excess Losses, with    
respect to each related Distribution Date.                                      

Realized Losses with respect to any Distribution Date shall be
allocated as follows:                                                           

(i) [reserved]; and                           

            (ii) (A) any Realized Loss (other than any Excess Loss) on
    the Mortgage Loans in a Loan Group shall be allocated first to the
Subordinated Certificates in reverse order of their respective
numerical Class designations (beginning with the Class of     
       Subordinated Certificates then outstanding with the highest numerical
      Class designation) until the respective Class Certificate Balance of
  each such Class is reduced to zero, and second to the Classes of
       Senior Certificates of the related Senior Certificate Group, pro rata
      on the basis of their respective Class Certificate Balances, in each
    case immediately prior to the related Distribution Date, until the
       respective Class Certificate Balance of each such Class is reduced to
     zero, provided, however, that any Realized Losses other than Excess
Losses on the Group 3 Mortgage Loans that would otherwise be  
     allocated to the Class 3-A-2 Certificates will instead be allocated
      to the Class 3-A-3 Certificates, until its Class Certificate Balance
is reduced to zero.                                           

              (B) On each Distribution Date, Excess Losses on the Mortgage
     Loans in a Loan Group shall be allocated pro rata among the Classes
    of Senior Certificates of the related Senior Certificate Group and
  the Subordinated Certificates as follows: (i) in the case of the
  Senior Certificates, the Senior Percentage of such Excess Losses
    shall be allocated among the Classes of Senior Certificates in the
   related Senior Certificate Group, pro rata, on the basis of their
respective Class Certificate Balances immediately prior to the
    related Distribution Date and (ii) in the case of the Subordinated
     Certificates, the Subordinated Percentage of such Excess Loss shall
  be allocated among the Classes of Subordinated Certificates, pro
rata, based on each Class' share of the Assumed Balance of the
  related Loan Group immediately prior to the related Distribution
   Date; provided, however, on any Distribution Date after the sixth
     Senior Termination Date for a Senior Certificate Group, such Excess
 Losses on the Mortgage Loans in the related Loan Group shall be
allocated to the Senior Certificates and the Subordinated     
 Certificates on the basis of their respective Class Certificate
Balances immediately prior to such Distribution Date; provided

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    further, however, on any Distribution Date on and after the Senior
    Credit Support Depletion Date, any Excess Loss shall be allocated,
    pro rata, among the Classes of Senior Certificates (other than the
Notional Amount Certificates) based on their respective Class 
    Certificate Balances immediately prior to the related Distribution
Date.                                                         

(b) The Class Certificate Balance of the Class of Subordinated
Certificates then outstanding with the highest numerical Class designation      
shall be reduced on each Distribution Date by the amount, if any, by which the  
aggregate Class Certificate Balance of all outstanding Classes of Certificates  
(after giving effect to the distribution of principal and the allocation of     
Realized Losses on such Distribution Date) exceeds the aggregate Stated         
Principal Balance of the Mortgage Loans as of the Due Date in the month of      
such Distribution Date (after giving effect to Principal Prepayments in the     
Prepayment Period related to such Due Date).                                    

   (c) Any Realized Loss allocated to a Class of Certificates or any
reduction in the Class Certificate Balance of a Class of Certificates pursuant  
to Section 4.05(a) or (b) shall be allocated among the Certificates of such     
Class in proportion to their respective Certificate Balances.                   

(d) Any allocation of Realized Losses to a Certificate or any 
reduction in the Certificate Balance of a Certificate pursuant to Section       
4.05(a) or (b) shall be accomplished by reducing the Certificate Balance        
thereof immediately following the distributions made on the related             
Distribution Date in accordance with the definition of Certificate Balance.     

Section 4.06      Monthly Statements to Certificateholders.   

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

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

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

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

            (iv) the Class Certificate Balance or Notional Amount of
       each Class of Certificates after giving effect to the distribution of
principal on the Distribution Date;                           

           (v) the Pool Stated Principal Balance for the following
Distribution Date;                                            

                (vi) each Senior Percentage and each Subordinated Percentage
for the following Distribution Date;                          

              (vii) the amount of the Servicing Fees paid to or retained
by the Master Servicer or Subservicer (with respect to the    
   Subservicers, in the aggregate) and the amounts of any additional
     servicing compensation received by the Master Servicer attributable
to penalties, fees, excess                                    

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      Liquidation Proceeds or other similar charges or fees and items with
respect to the Distribution Date;                             

               (viii) the Pass-Through Rate for each Class of Certificates
as of the day before the preceding Distribution Date;         

              (ix) the Pass-Through Rate for each Class of Certificates,
      if adjusted from the date of the last monthly statement, expected to
be applicable on the next Distribution Date;                  

              (x) the amount of Advances included in the distribution on
the Distribution Date and the aggregate amount of Advances    
   outstanding as of the close of business on the Distribution Date;

               (xi) the number and aggregate principal amounts of Mortgage
Loans in each Loan Group and in the aggregate (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 to 90 days, and (4) 91 or more days, as of the close of business
  on the last day of the calendar month preceding the Distribution
Date;                                                         

              (xii) for each of the preceding 12 calendar months, or all
calendar months since the Cut-off Date, whichever is less, the
aggregate dollar amount of the Scheduled Payments             

                (A) due on all Outstanding Mortgage Loans in each Loan Group
      and in the aggregate 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;                                              

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

           (xiv) the total number and principal balance of any REO
       Properties in each Loan Group and in the aggregate (and market value,
     if available) as of the close of business on the Determination Date
preceding the Distribution Date;                              

           (xv) each Senior Prepayment Percentage and Subordinated
Prepayment Percentage for such Distribution Date;             

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

             (xvii) the Special Hazard Loss Coverage Amount, the Fraud
       Loss Coverage Amount and the Bankruptcy Loss Coverage Amount, in each
case as of the related Determination Date; and                

             (xviii) 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.                                

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

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

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

       (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   
4.06 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 4.07      [Reserved].                                 

 Section 4.08      Determination of Pass-Through Rates for LIBOR
Certificates.                                                                   

    On each LIBOR Determination Date so long as the LIBOR Certificates
are outstanding, the Trustee will determine LIBOR on the basis of the British   
Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits  
in U.S. dollars as found on Moneyline Telerate Page 3750 as of 11:00 a.m.       
London time on each LIBOR Determination Date.                                   

      (a) If LIBOR cannot be determined as provided in the first paragraph
of this Section 4.08, the Trustee shall either (i) request each Reference Bank  
to inform the Trustee of the quotation offered by its principal London office   
for making one-month United States dollar deposits in leading banks in the      
London interbank market, as of 11:00 a.m. (London time) on such LIBOR           
Determination Date or (ii) in lieu of making any such request, rely on such     
Reference Bank quotations that appear at such time on the Reuters Screen LIBO   
Page (as defined in the International Swap Dealers Association Inc. Code of     
Standard Wording, Assumptions and Provisions for Swaps, 1986 Edition), to the   
extent available.                                                               

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

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

               (ii) If on any LIBOR Determination Date only one or none of
     the Reference Banks provides such offered quotations, LIBOR for the
      next Interest Accrual Period for a Class of LIBOR Certificates shall
       be whichever is the higher of (i) LIBOR as determined on the previous
 LIBOR Determination Date or (ii) the Reserve Interest Rate. The
       "Reserve Interest Rate" shall be the rate per annum which the Trustee
     determines to be either (i) the arithmetic mean (rounded upwards if
    necessary to the nearest whole multiple of 1/32%) of the one-month
United States                                                 

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       dollar lending rates that New York City banks selected by the Trustee
are quoting, on the relevant LIBOR Determination Date, to the 
    principal London offices of at least two of the Reference Banks to
    which such quotations are, in the opinion of the Trustee, being so
   made, or (ii) in the event that the Trustee can determine no such
    arithmetic mean, the lowest one-month United States dollar lending
       rate which New York City banks selected by the Trustee are quoting on
such LIBOR Determination Date to leading European banks.      

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

       (c) Until all of the LIBOR Certificates are paid in full, the Trustee
will at all times retain at least four Reference Banks for the purpose of       
determining LIBOR with respect to each LIBOR Determination Date. The Master     
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 Master Servicer should terminate its appointment as    
Reference Bank, the Trustee shall promptly appoint or cause to be appointed     
another Reference Bank. The Trustee shall have no liability or responsibility   
to any Person for (i) the selection of any Reference Bank for purposes of       
determining LIBOR or (ii) any inability to retain at least four Reference       
Banks which is caused by circumstances beyond its reasonable control.           

    (d) The Pass-Through Rate for each Class of LIBOR Certificates for
each related Interest Accrual Period shall be determined by the Trustee on      
each LIBOR Determination Date so long as the LIBOR Certificates are             
outstanding on the basis of LIBOR and the respective formulae appearing in      
footnotes corresponding to the LIBOR Certificates in the table relating to the  
Certificates in the Preliminary Statement.                                      

(e) In determining LIBOR, any Pass-Through Rate for the LIBOR 
Certificates, any Interest Settlement Rate, or any Reserve Interest Rate, the   
Trustee may conclusively rely and shall be protected in relying upon the        
offered quotations (whether written, oral or on the Dow Jones Markets) from     
the BBA designated banks, the Reference Banks or the New York City banks as to  
LIBOR, the Interest Settlement Rate or the Reserve Interest Rate, as            
appropriate, in effect from time to time. The Trustee shall not have any        
liability or responsibility to any Person for (i) the Trustee's selection of    
New York City banks for purposes of determining any Reserve Interest Rate or    
(ii) its inability, following a good-faith reasonable effort, to obtain such    
quotations from, the BBA designated banks, the Reference Banks or the New York  
City banks or to determine such arithmetic mean, all as provided for in this    
Section 4.08.                                                                   

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

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ARTICLE FIVE  

THE CERTIFICATES  

Section 5.01      The Certificates.                           

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

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

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

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

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

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

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

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

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

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

     No transfer of an ERISA-Restricted Certificate shall be made unless
the Trustee shall have received either (i) a representation from the            
transferee of such Certificate acceptable to and in form and substance          
satisfactory to the Trustee (if the Certificate is a Private Certificate, the   
requirement is satisfied only by the Trustee's receipt of a representation      
letter from the transferee substantially in the form of Exhibit K or Exhibit    
L, and if the Certificate is a Residual Certificate, the requirement is         
satisfied only by the Trustee's receipt of a representation letter from the     
transferee substantially in the form of Exhibit I), to the effect that (x) the  
transferee is not an employee benefit plan or arrangement subject to section    
406 of ERISA or a plan subject to section 4975 of the Code, or a person acting  
on behalf of any such plan or arrangement or using the assets of any such plan  
or arrangement to effect the transfer, or (y) if the ERISA-Restricted           
Certificate has been the subject of an ERISA-Qualifying Underwriting, a         
representation that the transferee is an insurance company that is purchasing   
such 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 satisfy the requirements for exemptive relief under Sections I     
and III of PTCE 95-60, or (ii) in the case of any ERISA-Restricted Certificate  
presented for registration in the name of an employee benefit plan subject to   
ERISA, or a plan or arrangement subject to section 4975 of the Code (or         
comparable provisions of any subsequent enactments), or a trustee of any such   
plan or any other person acting on behalf of any such plan or arrangement or    
using such plan's or arrangement's assets, an Opinion of Counsel satisfactory   
to the Trustee, which Opinion of Counsel shall not be an expense of the         
Trustee, the Master Servicer or the Trust Fund, addressed to the Trustee and    
the Master Servicer, to the effect that the purchase and holding of such        
ERISA-Restricted Certificate will not result in a non-exempt prohibited         
transaction under ERISA or section 4975 of the Code and will not subject the    
Trustee or the Master                                                           

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

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

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

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

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

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

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

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     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.                                         

      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 Master Servicer, to the effect that the elimination of such       
restrictions will not cause any REMIC created under this Agreement to fail to   
qualify as a REMIC at any time that the Certificates are outstanding or result  
in the imposition of any tax on the Trust Fund, a Certificateholder or another  
Person. Each Person holding or acquiring any Ownership Interest in a Residual   
Certificate hereby consents to any amendment of this Agreement which, based on  
an Opinion of Counsel furnished to the Trustee, is reasonably necessary (a) to  
ensure that the record ownership of, or any beneficial interest in, a Residual  
Certificate is not transferred, directly or indirectly, to a Person that is     
not a Permitted Transferee and (b) to provide for a means to compel the         
Transfer of a Residual Certificate which is held by a Person that is not a      
Permitted Transferee to a Holder that is a Permitted Transferee.                

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

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

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

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   If (x) (i) the Depository or the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to properly discharge  
its responsibilities as Depository, and (ii) the Trustee or the Depositor is    
unable to locate a qualified successor or (y) after the occurrence of an Event  
of Default, Certificate Owners representing at least 51% of the Certificate     
Balance of the Book-Entry Certificates together advise the Trustee and the      
Depository through the Depository Participants in writing that the              
continuation of a book-entry system through the Depository is no longer in the  
best interests of the Certificate Owners, the Trustee shall notify all          
Certificate Owners, through the Depository, of the 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  
Master 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 Master Servicer shall        
provide the Trustee with an adequate inventory of certificates to facilitate    
the issuance and transfer of Definitive Certificates. Upon the issuance of      
Definitive Certificates all references herein to obligations imposed upon or    
to be performed by the Depository shall be deemed to be imposed upon and        
performed by the Trustee, to the extent applicable with respect to such         
Definitive Certificates and the Trustee shall recognize the Holders of the      
Definitive Certificates as Certificateholders hereunder; provided that the      
Trustee shall not by virtue of its assumption of such obligations become        
liable to any party for any act or failure to act of the Depository.            

      Section 5.03      Mutilated, Destroyed, Lost or Stolen Certificates.

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

Section 5.04      Persons Deemed Owners.                      

The Master Servicer, the Trustee, and any agent of the Master 
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 Master Servicer, the Trustee nor any agent of the   
Master Servicer or the Trustee shall be affected by any notice to the           
contrary.                                                                       

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

   If three or more Certificateholders and/or Certificate Owners (a)
request such information in writing from the Trustee, (b) state that such       
Certificateholders and/or Certificate Owners desire to communicate with other   
Certificateholders and/or Certificate Owners with respect to their rights       
under this Agreement or under the Certificates, and (c) provide a copy of the   
communication which such                                                        

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Certificateholders and/or Certificate Owners propose to transmit, or if the     
Depositor or Master 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 Master Servicer or such     
Certificateholders and/or Certificate Owners at such recipients' expense the    
most recent list of the Certificateholders of such Trust Fund held by the       
Trustee. The Depositor and every Certificateholder and/or Certificate Owner,    
by receiving and holding a Certificate, agree that the Trustee shall not be     
held accountable because of the 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 at its expense an office or offices or
agency or agencies in New York City located at c/o DTC Transfer Services, 55    
Water Street, Jeanette Park Entrance, New York, New York 10041, where           
Certificates may be surrendered for registration of transfer or exchange. 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 SIX 

THE DEPOSITOR AND THE MASTER SERVICER   

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

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

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

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

   Any Person into which the Depositor or the Master Servicer may be
merged or consolidated, or any Person resulting from any merger or              
consolidation to which the Depositor or the Master Servicer shall be a party,   
or any person succeeding to the business of the Depositor or the Master         
Servicer, shall be the successor of the Depositor or the Master 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 Master Servicer shall be qualified to sell mortgage     
loans to, and to service mortgage loans on behalf of, FNMA or FHLMC.            

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

      None of the Depositor, the Seller, the Master Servicer or any of the
directors, officers, employees or agents of the Depositor, the Seller or the    
Master 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 Master          
Servicer or any such Person against any breach of representations or            
warranties made by it herein or protect the Depositor, the Seller, the Master   
Servicer or any such Person from any liability which would otherwise be         
imposed by reasons of willful misfeasance, bad faith or gross negligence in     
the performance of duties or because of reckless disregard of obligations and   
duties hereunder. The Depositor, the Seller, the Master Servicer, and any       
director, officer, employee or agent of the Depositor, the Seller or the        
Master Servicer may rely in good faith on any document of any kind prima facie  
properly executed and submitted by any Person respecting any matters arising    
hereunder. The Depositor, the Seller, the Master Servicer, and any director,    
officer, employee or agent of the Depositor, the Seller or the Master 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         
because of willful misfeasance, bad faith or gross negligence in the            
performance of duties hereunder or because of reckless disregard of             
obligations and duties hereunder. None of the Depositor, the Seller or the      
Master Servicer shall be under any                                              

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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 Master Servicer may in its discretion undertake    
any such action that it may deem appropriate in respect of this Agreement and   
the rights and duties of the parties hereto and interests of the Trustee and    
the Certificateholders hereunder. In such event, the legal expenses and costs   
of such action and any liability resulting therefrom shall be expenses, costs   
and liabilities of the Trust Fund, and the Depositor, the Seller, and the       
Master Servicer shall be entitled to be reimbursed therefor out of the          
Certificate Account.                                                            

     Section 6.04      Limitation on Resignation of the Master Servicer.

      The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except (a) upon appointment of a successor servicer and    
receipt by the Trustee of a letter from each Rating Agency that such a          
resignation and appointment will not result in a downgrading, qualification or  
withdrawal of the rating of any of the Certificates or (b) upon determination   
that its duties under this Agreement are no longer permissible under            
applicable law. Any such determination under clause (b) permitting the          
resignation of the Master 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 master servicer shall have assumed   
the Master Servicer's responsibilities, duties, liabilities and obligations     
under this Agreement.                                                           

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ARTICLE SEVEN 

DEFAULT 

Section 7.01      Events of Default.                          

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

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

     (b) any failure by the Master Servicer to observe or perform in any
material respect any other of the covenants or agreements on the part of the    
Master Servicer contained in this Agreement, 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 Master Servicer by the Trustee or the Depositor, or to the Master  
Servicer and the Trustee by the Holders of Certificates of any Class            
evidencing not less than 25% of the Percentage Interests of the Class;          
provided that the sixty-day cure period shall not apply to the initial          
delivery of the Mortgage File for Delay Delivery Mortgage Loans nor the         
failure to repurchase or substitute in lieu thereof; or                         

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

(d) the Master 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 Master Servicer or all or substantially all of the property of the Master   
Servicer; or                                                                    

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

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

     If an Event of Default described in clauses (a) through (f) of this
Section 7.01 occurs, then, and in each and every such case, so long as such     
Event of Default shall not have been remedied, the Trustee may, or at the       
direction of the Holders of Certificates of any Class evidencing not less than  
66 2/3% of the Percentage Interests of the Class, the Trustee shall by notice   
in writing to the Master Servicer (with a copy to each Rating Agency),          
terminate all of the rights and obligations of the Master Servicer under this   
Agreement and in the Mortgage Loans and the proceeds thereof, other than its    
rights as a Certificateholder hereunder. On and after the receipt by the        
Master Servicer of such written notice, all authority and power of the Master   
Servicer hereunder, whether with respect to the Mortgage Loans or otherwise,    
shall pass to and be vested in the Trustee. The Trustee shall make any Advance  
that the                                                                        

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Master Servicer failed to make subject to Section 3.05, whether or not the      
obligations of the Master Servicer have been terminated pursuant to this        
Section. The Trustee is hereby authorized and empowered to execute and          
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,    
any documents and other instruments, and to do or accomplish all other acts or  
things necessary or appropriate to effect the purposes of such notice of        
termination, whether to complete the transfer and endorsement or assignment of  
the Mortgage Loans and related documents, or otherwise. Unless expressly        
provided in such written notice, no such termination shall affect any           
obligation of the Master Servicer to pay amounts owed pursuant to Article       
VIII. The Master Servicer agrees to cooperate with the Trustee in effecting     
the termination of the Master Servicer's responsibilities and rights            
hereunder, including the transfer to the Trustee of all cash amounts which      
shall at the time be credited to the Certificate Account, or thereafter be      
received with respect to the Mortgage Loans. If the Master 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 Master
Servicer under this Agreement, the Master Servicer shall be entitled to         
receive, out of any late collection of a Scheduled Payment on a Mortgage Loan   
which was due before the notice terminating such Master Servicer's rights and   
obligations as Master Servicer hereunder and received after such notice, that   
portion thereof to which such Master Servicer would have been entitled          
pursuant to Sections 3.09(a)(i) through (viii), and any other amounts payable   
to such Master Servicer hereunder the entitlement to which arose before the     
termination of its activities hereunder.                                        

Section 7.02      Trustee to Act; Appointment of Successor.   

On and after the time the Master 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 Master Servicer in     
its capacity as master 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 Master Servicer by the    
terms hereof and applicable law including the obligation to make Advances       
pursuant to Section 4.01. As compensation therefor, the Trustee shall be        
entitled to all funds relating to the Mortgage Loans that the Master Servicer   
would have been entitled to charge to the Certificate Account or Distribution   
Account if the Master Servicer had continued to act hereunder, including, if    
the Master Servicer was receiving the Servicing Fee, the Servicing Fee.         
Notwithstanding the foregoing, if the Trustee has become the successor to the   
Master 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 Master Servicer hereunder in the         
assumption of all or any part of the responsibilities, duties or liabilities    
of the Master Servicer hereunder. Any successor to the Master 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 Master Servicer (other     
than liabilities of the Master Servicer under Section 6.03 incurred before      
termination of the Master Servicer under Section 7.01), with like effect as if  
originally named as a party to this Agreement; provided that each Rating        
Agency acknowledges that its rating of the Certificates in effect immediately   
before such assignment and delegation will not be qualified or reduced as a     
result of such assignment and delegation. Pending appointment of a successor    
to the Master Servicer hereunder, the Trustee shall act in such capacity as     
provided above, subject to section 3.03 and unless prohibited by law. In        
connection with such appointment and assumption, the Trustee may                

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make such arrangements for the compensation of such successor out of payments   
on Mortgage Loans as it and such successor shall agree; provided, however,      
that in no case shall the rate of such compensation exceed the Servicing Fee    
Rate. The Trustee and such successor shall take such action, consistent with    
this Agreement, as shall be necessary to effectuate any such succession.        
Neither the Trustee nor any other successor master servicer shall be deemed to  
be in default hereunder because of any failure to make, or any delay in         
making, any distribution hereunder or any portion thereof or any failure to     
perform, or any delay in performing, any duties or responsibilities hereunder,  
in either case caused by the failure of the Master 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 Master
Servicer hereunder, either (i) the successor Master Servicer, including the     
Trustee if the Trustee is acting as successor Master 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 Master Servicer shall cooperate with the          
successor Master 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 Master Servicer or (y) in causing MERS to designate on the        
MERS(R) System the successor Master Servicer as the servicer of such Mortgage   
Loan. The predecessor Master Servicer shall file or cause to be filed any such  
assignment in the appropriate recording office. The successor Master 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 Master Servicer as master servicer shall give
notice to the Mortgagors of such change of servicer and shall, during the term  
of its service as master servicer, maintain in force the policy or policies     
that the Master Servicer is required to maintain pursuant to this Agreement.    

Section 7.03      Notification to Certificateholders.         

  (a) Upon any termination of or appointment of a successor to the
Master 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 EIGHT 

CONCERNING THE TRUSTEE  

Section 8.01      Duties of the Trustee.                      

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

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

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

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

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

       (c) the Trustee shall not be liable with respect to any action taken,
suffered, or omitted to be taken by it in good faith in accordance with the     
direction of Holders of Certificates evidencing not less than 25% of the        
Voting Rights 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.   

Section 8.02      Certain Matters Affecting the Trustee.      

Except as otherwise provided in Section 8.01:                 

     (a) the Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's Certificate,    
certificate of auditors or any other certificate, statement,                    

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instrument, opinion, report, notice, request, consent, order, appraisal, bond   
or other paper or document believed by it to be genuine and to have been        
signed or presented by the proper party or parties and the Trustee shall have   
no responsibility to ascertain or confirm the genuineness of any signature of   
any such party or parties;                                                      

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

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

       (d) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,  
opinion, report, notice, request, consent, order, approval, bond or other       
paper or document, unless requested in writing so to do by Holders of           
Certificates evidencing not less than 25% of the Voting Rights allocated to     
each Class of Certificates;                                                     

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

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

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

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

     (i) the Trustee shall be under no obligation to exercise any of the
trusts, rights or powers vested in it by this Agreement or to institute,        
conduct or defend any litigation hereunder or in relation hereto at the         
request, order or direction of any of the Certificateholders, pursuant to this  
Agreement, unless such Certificateholders shall have offered to the Trustee     
reasonable security or indemnity satisfactory to the Trustee against the        
costs, expenses and liabilities which may be incurred therein or thereby;       

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

      (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.       

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      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 Master Servicer of any funds paid to the Depositor or the      
Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn   
from the Certificate Account by the Depositor or the Master 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 Master Servicer). The Trustee       
makes no representations as to the validity or sufficiency of this Agreement    
or of the Certificates or of any Mortgage Loan or related document or of MERS   
or the MERS(R) System other than with respect to the Trustee's execution and    
counter-signature of the Certificates.                                          

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

Section 8.04      Trustee May Own Certificates.               

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

Section 8.05      Trustee's Fees and Expenses.                

  As compensation for its activities under this Agreement, on each
Distribution Date the Trustee may withdraw from the Distribution Account the    
Trustee Fee for that Distribution Date. The Trustee and any director, officer,  
employee, or agent of the Trustee shall be indemnified by the Master 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       
Master 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 Master 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           

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

     (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, and                                                       

      (C) printing and engraving expenses in connection with preparing any
Definitive Certificates.                                                        

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 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 Master Servicer and its affiliates; provided, however, that such entity  
cannot be an affiliate of the Seller, the Depositor or the Master Servicer      
other than the Trustee in its role as successor to the Master 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    
Master 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.                        

     If at any time the Trustee shall cease to be eligible in accordance
with Section 8.06 and shall fail to resign after written request thereto by     
the Depositor, or if at any time the Trustee shall become incapable of acting,  
or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or  
of its property shall be appointed, or any public officer shall take charge or  
control of the Trustee or of its property or affairs for the purpose of         
rehabilitation, conservation or liquidation, or a tax is imposed with respect   
to the Trust Fund by any state in which the Trustee or the Trust Fund is        
located and the imposition of such tax would be avoided by the appointment of   
a different trustee, then the Depositor or the Master Servicer may remove the   
Trustee and appoint a successor trustee by written instrument, in triplicate,   
one                                                                             

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copy of which shall be delivered to the Trustee, one copy to the Master         
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 Master Servicer, one complete set to  
the Trustee so removed and one complete set to the successor so appointed. As   
long as any Voting Rights are held by parties other than the Seller, its        
Affiliates, or its agents, Voting Rights of Certificates held by the Seller,    
its Affiliates or its agents, as the Seller shall certify to the Trustee upon   
any such entity obtaining such ownership, will be excluded from participating   
in such voting arrangements, and excluded from determining the 51% threshold.   
The successor trustee shall notify each Rating Agency of any removal of the     
Trustee.                                                                        

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

Section 8.08      Successor Trustee.                          

   Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor and to its predecessor        
trustee and the Master 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 Master Servicer and   
the predecessor trustee shall execute and deliver such instruments and do such  
other things as may reasonably be required for more fully and certainly         
vesting and confirming in the successor trustee all such rights, powers,        
duties, and obligations.                                                        

   No successor trustee shall accept appointment as provided in this
Section 8.08 unless, at the time of its acceptance, the successor trustee is    
eligible under Section 8.06 and its appointment does not adversely affect the   
then current rating of the Certificates.                                        

      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.                                                       

  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                             

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Mortgage Note may at the time be located, the Master 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 Master         
Servicer and the Trustee may consider appropriate. If the Master 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 Master 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 Master Servicer hereunder), the     
Trustee shall be incompetent or unqualified to perform such act or acts, in     
which event such rights, powers, duties and obligations (including the holding  
of title to the applicable Trust Fund or any portion thereof in any such        
jurisdiction) shall be exercised and performed singly by such separate trustee  
or co-trustee, but solely at the direction of the Trustee;                      

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

     (c) The Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee; and                                         

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

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

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become incapable of acting, resign or be removed, all of its estates,           
properties, rights, remedies and trusts shall vest in and be exercised by the   
Trustee, to the extent permitted by law, without the appointment of a new or    
successor trustee.                                                              

Section 8.11      Tax Matters.                                

  It is intended that the assets with respect to which one or more
REMIC elections pertaining to the Trust Fund is to be made, as set forth in     
the Preliminary Statement, shall constitute, and that the conduct of matters    
relating to such assets shall be such as to qualify such assets as, a "real     
estate mortgage investment conduit" as defined in and in accordance with the    
REMIC Provisions. In furtherance of such intention, the Trustee covenants and   
agrees that it shall act as agent (and the Trustee is hereby appointed to act   
as agent) on behalf of each REMIC created under this Agreement and that in      
such capacity it shall:                                                         

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

     (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                      

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before its termination when and as the same shall be due and payable (but such  
obligation shall not prevent the Trustee or any other appropriate Person from   
contesting any such tax in appropriate proceedings and shall not prevent the    
Trustee from withholding payment of such tax, if permitted by law, pending the  
outcome of such proceedings);                                                   

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

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

 (k) as and when necessary and appropriate, represent each REMIC
created under this Agreement in any administrative or judicial proceedings      
relating to an examination or audit by any governmental taxing authority,       
request an administrative adjustment as to any taxable year of such REMIC,      
enter into settlement agreements with any governmental taxing agency, extend    
any statute of 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        
Master 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 Master 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 Master Servicer, or the Seller fails to honor its           
obligations under the preceding clauses (i), (ii), or (iii), any such tax will  
be paid with amounts otherwise to be distributed to the Certificateholders, as  
provided in Section 3.09(b).                                                    

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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 Master 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 Master 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 Master 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 Master 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 Master 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 NINE  

TERMINATION 

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

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

    (a) the purchase by the Master 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 Master
    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
   Master Servicer at the expense of the Master 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 Master 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.  

Section 9.02      Final Distribution on the Certificates.     

  If on any Determination Date the Master 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 Master          
Servicer shall direct the Trustee promptly to send a final distribution notice  
to each Certificateholder. If the Master Servicer elects to terminate the       
Trust Fund pursuant to clause (a) of                                            

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Section 9.01, no later than the 15th day of the month preceding the month of    
the final Distribution Date the Master Servicer shall notify the Depositor and  
the Trustee of the date the Master 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 Master Servicer will give     
such notice to each Rating Agency at the time such notice is given to           
Certificateholders.                                                             

       If this notice is given, the Master 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 Master 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 Depositor, the Master 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.                                                                         

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Section 9.03    Additional Termination Requirements.          

       (a) If the Master 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 Master 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
Master 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 Master Servicer.                                              

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ARTICLE TEN 

MISCELLANEOUS PROVISIONS  

Section 10.01     Amendment.                                  

       This Agreement may be amended from time to time by the Depositor, the
Master 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 Master Servicer, (v)   
to modify, alter, amend, add to or rescind any of the terms or provisions       
contained in this Agreement to comply with any rules or regulations             
promulgated by the Commission from time to time, (vi) to add any other          
provisions with respect to matters or questions arising under this Agreement,   
or (vii) to modify, alter, amend, add to, or rescind any of the terms or        
provisions contained in this Agreement.                                         

No action pursuant to clauses (v), (vi) or (vii) above may, as
evidenced by an Opinion of Counsel (which Opinion of Counsel shall not be an    
expense of the Trustee or the Trust Fund), adversely affect in any material     
respect the interests of any Certificateholder. The amendment shall not be      
deemed to adversely affect in any material respect the interests of the         
Certificateholders if the Person requesting the amendment obtains a letter      
from each Rating Agency stating that the amendment would not result in the      
downgrading, qualification or withdrawal of the respective ratings then         
assigned to the Certificates. Any such letter in and of itself will not         
represent a determination as to the materiality of any amendment and will       
represent a determination only as to the credit issues affecting any rating.    
Each party to this Agreement agrees that it will cooperate with each other      
party in amending