INDYMAC ABS, INC.

Depositor

INDYMAC BANK, F.S.B.

Seller and Master Servicer

DEUTSCHE BANK NATIONAL TRUST COMPANY

Trustee and Supplemental Interest Trust Administrator

POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2005

HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST

Series INABS 2005-D

HOME EQUITY MORTGAGE LOAN ASSET-BACKED CERTIFICATES

Series INABS 2005-D

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.01	Definitions.
Section 1.02	Rules of Construction.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01	Conveyance of Mortgage Loans.
Section 2.02	Acceptance by the Trustee of the Mortgage Loans.
Section 2.03	Representations, Warranties, and Covenants of the Seller and the Master Servicer.
Section 2.04	Representations and Warranties of the Depositor as to the Mortgage Loans.
Section 2.05	Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases.
Section 2.06	Execution and Delivery of Certificates.
Section 2.07	Conveyance of Subsequent Mortgage Loans.
Section 2.08	REMIC Matters.
Section 2.09	Covenants of the Master Servicer.

ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01	Master Servicer to Service Mortgage Loans.
Section 3.02	Reserved.
Section 3.03	[Reserved].
Section 3.04	[Reserved].
Section 3.05	Trustee to Act as Master Servicer.
Section 3.06	Collection of Mortgage Loan Payments; Servicing Accounts; Collection Account; Certificate Account; Distribution Account; Excess Reserve Fund Account.
Section 3.07	Collection of Taxes, Assessments, and Similar Items Escrow Accounts.
Section 3.08	Access to Certain Documentation and Information Regarding the Mortgage Loans.
Section 3.09	Permitted Withdrawals from the Certificate Account, the Distribution Account, the Interest Coverage Account and the Excess Reserve Fund Account.

Section 3.10	Maintenance of Hazard Insurance; Maintenance of Primary Insurance Policies.
Section 3.11	Enforcement of Due-On-Sale Clauses; Assumption Agreements.
Section 3.12	Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans.
Section 3.13	Trustee to Cooperate; Release of Mortgage Files.
Section 3.14	Documents, Records, and Funds in Possession of the Master Servicer to be Held for the Trustee.
Section 3.15	Servicing Compensation.
Section 3.16	Access to Certain Documentation.
Section 3.17	Annual Statement as to Compliance.
Section 3.18	Annual Independent Public Accountants’ Servicing Statement; Financial Statements.
Section 3.19	Errors and Omissions Insurance; Fidelity Bonds.
Section 3.20	Notification of Adjustments.
Section 3.21	Prepayment Charges.
Section 3.22	Pre-Funding Accounts.
Section 3.23	Interest Coverage Accounts.

ARTICLE IV

DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

Section 4.01	Advances.
Section 4.02	Priorities of Distribution.
Section 4.03	Monthly Statements to Certificateholders.
Section 4.04	Cap Contract
Section 4.05	Supplemental Interest Trust.
Section 4.06	Tax Treatment of Net Swap Payments and Swap Termination Payments.
Section 4.07	Certain Matters Relating to the Determination of LIBOR.

ARTICLE V

THE CERTIFICATES

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

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

Section 6.01	Respective Liabilities of the Depositor and the Master Servicer.
Section 6.02	Merger or Consolidation of the Depositor or the Master Servicer.
Section 6.03	Limitation on Liability of the Depositor, the Seller, the Master Servicer, and Others.
Section 6.04	Limitation on Resignation of the Master Servicer.
Section 6.05	Inspection.

ARTICLE VII

DEFAULT

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

ARTICLE VIII

CONCERNING THE TRUSTEE AND THE SUPPLEMENTAL INTEREST TRUST ADMINISTRATOR

Section 8.01	Duties of the Trustee and the Supplemental Interest Trust Administrator.
Section 8.02	Certain Matters Affecting the Trustee and the Supplemental Interest Trust Administrator.
Section 8.03	Trustee and Supplemental Interest Trust Administrator Not Liable for Certificates or Mortgage Loans.
Section 8.04	Trustee and Supplemental Interest Trust Administrator May Own Certificates.
Section 8.05	Trustee’s Fees and Expenses.
Section 8.06	Eligibility Requirements for the Trustee and the Supplemental Interest Trust Administrator.
Section 8.07	Resignation and Removal of the Trustee and the Supplemental Interest Trust Administrator.
Section 8.08	Successor Trustee or Supplemental Interest Trust Administrator.
Section 8.09	Merger or Consolidation of the Trustee or the Supplemental Interest Trust Administrator.
Section 8.10	Appointment of Co-Trustee or Separate Trustee.
Section 8.11	Tax Matters.
Section 8.12	Periodic Filings.
Section 8.13	[Reserved]
Section 8.14	[Reserved]
Section 8.15	Access to Records of Trustee.

Section 8.16

Suits for Enforcement.

ARTICLE IX

TERMINATION

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

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01	Amendment.
Section 10.02	Recordation of Agreement; Counterparts.
Section 10.03	Governing Law.
Section 10.04	Intention of Parties.
Section 10.05	Notices.
Section 10.06	Severability of Provisions.
Section 10.07	Assignment.
Section 10.08	Limitation on Rights of Certificateholders.
Section 10.09	Inspection and Audit Rights.
Section 10.10	Certificates Nonassessable and Fully Paid.
Section 10.11	Official Record.
Section 10.12	Protection of Assets.
Section 10.13	Qualifying Special Purpose Entity.
Section 10.14	Rights of NIM Insurer.

SCHEDULES

Schedule I	Mortgage Loan Schedule
Schedule II:	Representations and Warranties of the Seller/Master Servicer as
	of the Closing Date
Schedule III:	Representations and Warranties as to the Mortgage Loans as of the Closing Date or Cut-off Date, as applicable

EXHIBITS

Exhibit A:	Form of Class A and Subordinated Certificates
Exhibit B:	Form of Class P Certificate
Exhibit C:	Form of Residual Certificate
Exhibit D:	Form of Class C Certificate
Exhibit E:	[Reserved].
Exhibit F:	Form of Reverse of Certificates
Exhibit G-1:	Form of Initial Certification of Trustee
Exhibit G-2:	Form of Delayed Delivery Certification
Exhibit H:	Form of Final Certification of Trustee
Exhibit I:	Form of Transfer Affidavit
Exhibit J:	Form of Transferor Certificate
Exhibit K:	Form of Swap Agreement
Exhibit L:	Form of Rule 144A Letter
Exhibit M:	Form of Request for Release (for Trustee)
Exhibit N:	Form of Request for Release (Mortgage Loan Paid in Full, Repurchased, and Released)
Exhibit O:	Form of Trustee Certification
Exhibit P:	Form of Addition Notice
Exhibit Q:	Form of Subsequent Transfer Instrument

THIS POOLING AND SERVICING AGREEMENT, dated as of December 1, 2005, among IndyMac ABS, 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”) and as supplemental interest trust administrator (the “Supplemental Interest Trust Administrator”),

WITNESSETH THAT

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

PRELIMINARY STATEMENT

The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement.

REMIC I

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (other than the Pre-Funding Accounts, any Subsequent Mortgage Loan Interest, the Excess Reserve Fund Account, the Interest Coverage Account, the Cap Contract, the Supplemental Interest Trust and the Swap Agreement) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC I. The Class R-I Interest will be the sole class of residual interests in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests will be certificated.

Class Designation	REMIC IRemittance Rate	Initial Uncertificated Balance		Latest Possible Maturity Date⁽¹⁾
Class I-LT1	Variable(2)	$	401,990,606.95	December 25, 2035
Class I-LT1PF	Variable(2)	$	45,944,421.87	December 25, 2035
Class I-LT2	Variable(2)	$	405,695,423.66	December 25, 2035
Class I-LT2PF	Variable(2)	$	46,368,232.74	December 25, 2035
Class I-LTP	0.000%	$	100.00	December 25, 2035

________________

(1) For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii), the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the latest possible maturity date for each REMIC I Regular Interest.

(2)

Calculated in accordance with the definition of REMIC I Remittance Rate herein.

REMIC II

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC II. The Class R-II Interest will evidence the sole class of residual interests in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the REMIC II Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC II Regular Interests (as defined herein). None of the REMIC II Regular Interests will be certificated.

Designation

REMIC II
Remittance Rate

Initial
Uncertificated Balance

Latest Possible
Maturity Date⁽¹⁾

I	Variable(2)	$	21,821,278.99	December 25, 2035
I-1-A	Variable(2)	$	4,589,598.78	December 25, 2035
I-1-B	Variable(2)	$	4,589,598.78	December 25, 2035
I-2-A	Variable(2)	$	5,305,798.17	December 25, 2035
I-2-B	Variable(2)	$	5,305,798.17	December 25, 2035
I-3-A	Variable(2)	$	6,003,582.42	December 25, 2035
I-3-B	Variable(2)	$	6,003,582.42	December 25, 2035
I-4-A	Variable(2)	$	6,672,499.71	December 25, 2035
I-4-B	Variable(2)	$	6,672,499.71	December 25, 2035
I-5-A	Variable(2)	$	7,303,342.46	December 25, 2035
I-5-B	Variable(2)	$	7,303,342.46	December 25, 2035
I-6-A	Variable(2)	$	7,836,137.07	December 25, 2035
I-6-B	Variable(2)	$	7,836,137.07	December 25, 2035
I-7-A	Variable(2)	$	8,122,318.20	December 25, 2035
I-7-B	Variable(2)	$	8,122,318.20	December 25, 2035
I-8-A	Variable(2)	$	7,867,990.28	December 25, 2035
I-8-B	Variable(2)	$	7,867,990.28	December 25, 2035
I-9-A	Variable(2)	$	7,501,678.43	December 25, 2035
I-9-B	Variable(2)	$	7,501,678.43	December 25, 2035
I-10-A	Variable(2)	$	7,145,569.56	December 25, 2035
I-10-B	Variable(2)	$	7,145,569.56	December 25, 2035
I-11-A	Variable(2)	$	6,806,133.85	December 25, 2035
I-11-B	Variable(2)	$	6,806,133.85	December 25, 2035
I-12-A	Variable(2)	$	6,483,122.45	December 25, 2035
I-12-B	Variable(2)	$	6,483,122.45	December 25, 2035
I-13-A	Variable(2)	$	6,175,291.10	December 25, 2035
I-13-B	Variable(2)	$	6,175,291.10	December 25, 2035
I-14-A	Variable(2)	$	5,883,884.05	December 25, 2035
I-14-B	Variable(2)	$	5,883,884.05	December 25, 2035
I-15-A	Variable(2)	$	5,631,795.80	December 25, 2035
I-15-B	Variable(2)	$	5,631,795.80	December 25, 2035
I-16-A	Variable(2)	$	5,645,731.58	December 25, 2035
I-16-B	Variable(2)	$	5,645,731.58	December 25, 2035
I-17-A	Variable(2)	$	6,250,444.75	December 25, 2035
I-17-B	Variable(2)	$	6,250,444.75	December 25, 2035
I-18-A	Variable(2)	$	9,010,723.97	December 25, 2035
I-18-B	Variable(2)	$	9,010,723.97	December 25, 2035
I-19-A	Variable(2)	$	8,882,564.60	December 25, 2035
I-19-B	Variable(2)	$	8,882,564.60	December 25, 2035
I-20-A	Variable(2)	$	7,978,729.93	December 25, 2035
I-20-B	Variable(2)	$	7,978,729.93	December 25, 2035

I-21-A	Variable(2)	$	7,018,405.60	December 25, 2035
I-21-B	Variable(2)	$	7,018,405.60	December 25, 2035
I-22-A	Variable(2)	$	5,889,358.82	December 25, 2035
I-22-B	Variable(2)	$	5,889,358.82	December 25, 2035
I-23-A	Variable(2)	$	3,874,394.81	December 25, 2035
I-23-B	Variable(2)	$	3,874,394.81	December 25, 2035
I-24-A	Variable(2)	$	3,257,736.68	December 25, 2035
I-24-B	Variable(2)	$	3,257,736.68	December 25, 2035
I-25-A	Variable(2)	$	3,048,451.18	December 25, 2035
I-25-B	Variable(2)	$	3,048,451.18	December 25, 2035
I-26-A	Variable(2)	$	2,874,253.97	December 25, 2035
I-26-B	Variable(2)	$	2,874,253.97	December 25, 2035
I-27-A	Variable(2)	$	2,711,752.86	December 25, 2035
I-27-B	Variable(2)	$	2,711,752.86	December 25, 2035
I-28-A	Variable(2)	$	2,558,957.02	December 25, 2035
I-28-B	Variable(2)	$	2,558,957.02	December 25, 2035
I-29-A	Variable(2)	$	2,415,119.89	December 25, 2035
I-29-B	Variable(2)	$	2,415,119.89	December 25, 2035
I-30-A	Variable(2)	$	2,279,494.92	December 25, 2035
I-30-B	Variable(2)	$	2,279,494.92	December 25, 2035
I-31-A	Variable(2)	$	2,151,086.69	December 25, 2035
I-31-B	Variable(2)	$	2,151,086.69	December 25, 2035
I-32-A	Variable(2)	$	2,029,646.35	December 25, 2035
I-32-B	Variable(2)	$	2,029,646.35	December 25, 2035
I-33-A	Variable(2)	$	1,916,169.31	December 25, 2035
I-33-B	Variable(2)	$	1,916,169.31	December 25, 2035
I-34-A	Variable(2)	$	1,809,411.31	December 25, 2035
I-34-B	Variable(2)	$	1,809,411.31	December 25, 2035
I-35-A	Variable(2)	$	1,708,625.78	December 25, 2035
I-35-B	Variable(2)	$	1,708,625.78	December 25, 2035
I-36-A	Variable(2)	$	1,613,812.73	December 25, 2035
I-36-B	Variable(2)	$	1,613,812.73	December 25, 2035
I-37-A	Variable(2)	$	1,524,225.59	December 25, 2035
I-37-B	Variable(2)	$	1,524,225.59	December 25, 2035
I-38-A	Variable(2)	$	1,439,117.81	December 25, 2035
I-38-B	Variable(2)	$	1,439,117.81	December 25, 2035
I-39-A	Variable(2)	$	1,359,733.65	December 25, 2035
I-39-B	Variable(2)	$	1,359,733.65	December 25, 2035
I-40-A	Variable(2)	$	1,284,580.00	December 25, 2035
I-40-B	Variable(2)	$	1,284,580.00	December 25, 2035
I-41-A	Variable(2)	$	1,214,403.41	December 25, 2035
I-41-B	Variable(2)	$	1,214,403.41	December 25, 2035
I-42-A	Variable(2)	$	1,147,461.91	December 25, 2035
I-42-B	Variable(2)	$	1,147,461.91	December 25, 2035
I-43-A	Variable(2)	$	1,084,750.91	December 25, 2035
I-43-B	Variable(2)	$	1,084,750.91	December 25, 2035
I-44-A	Variable(2)	$	19,748,986.57	December 25, 2035
I-44-B	Variable(2)	$	19,748,986.57	December 25, 2035
II	Variable(2)	$	22,022,406.23	December 25, 2035
II-1-A	Variable(2)	$	4,631,901.22	December 25, 2035
II-1-B	Variable(2)	$	4,631,901.22	December 25, 2035
II-2-A	Variable(2)	$	5,354,701.83	December 25, 2035
II-2-B	Variable(2)	$	5,354,701.83	December 25, 2035

II-3-A	Variable(2)	$	6,058,917.58	December 25, 2035
II-3-B	Variable(2)	$	6,058,917.58	December 25, 2035
II-4-A	Variable(2)	$	6,734,000.29	December 25, 2035
II-4-B	Variable(2)	$	6,734,000.29	December 25, 2035
II-5-A	Variable(2)	$	7,370,657.54	December 25, 2035
II-5-B	Variable(2)	$	7,370,657.54	December 25, 2035
II-6-A	Variable(2)	$	7,908,362.93	December 25, 2035
II-6-B	Variable(2)	$	7,908,362.93	December 25, 2035
II-7-A	Variable(2)	$	8,197,181.80	December 25, 2035
II-7-B	Variable(2)	$	8,197,181.80	December 25, 2035
II-8-A	Variable(2)	$	7,940,509.72	December 25, 2035
II-8-B	Variable(2)	$	7,940,509.72	December 25, 2035
II-9-A	Variable(2)	$	7,570,821.57	December 25, 2035
II-9-B	Variable(2)	$	7,570,821.57	December 25, 2035
I-10-A	Variable(2)	$	7,211,430.44	December 25, 2035
II-10-B	Variable(2)	$	7,211,430.44	December 25, 2035
II-11-A	Variable(2)	$	6,868,866.15	December 25, 2035
II-11-B	Variable(2)	$	6,868,866.15	December 25, 2035
II-12-A	Variable(2)	$	6,542,877.55	December 25, 2035
II-12-B	Variable(2)	$	6,542,877.55	December 25, 2035
II-13-A	Variable(2)	$	6,232,208.90	December 25, 2035
II-13-B	Variable(2)	$	6,232,208.90	December 25, 2035
II-14-A	Variable(2)	$	5,938,115.95	December 25, 2035
II-14-B	Variable(2)	$	5,938,115.95	December 25, 2035
II-15-A	Variable(2)	$	5,683,704.20	December 25, 2035
II-15-B	Variable(2)	$	5,683,704.20	December 25, 2035
II-16-A	Variable(2)	$	5,697,768.42	December 25, 2035
II-16-B	Variable(2)	$	5,697,768.42	December 25, 2035
II-17-A	Variable(2)	$	6,308,055.25	December 25, 2035
II-17-B	Variable(2)	$	6,308,055.25	December 25, 2035
II-18-A	Variable(2)	$	9,093,776.03	December 25, 2035
II-18-B	Variable(2)	$	9,093,776.03	December 25, 2035
II-19-A	Variable(2)	$	8,964,435.40	December 25, 2035
II-19-B	Variable(2)	$	8,964,435.40	December 25, 2035
II-20-A	Variable(2)	$	8,052,270.07	December 25, 2035
II-20-B	Variable(2)	$	8,052,270.07	December 25, 2035
II-21-A	Variable(2)	$	7,083,094.40	December 25, 2035
II-21-B	Variable(2)	$	7,083,094.40	December 25, 2035
II-22-A	Variable(2)	$	5,943,641.18	December 25, 2035
II-22-B	Variable(2)	$	5,943,641.18	December 25, 2035
II-23-A	Variable(2)	$	3,910,105.19	December 25, 2035
II-23-B	Variable(2)	$	3,910,105.19	December 25, 2035
II-24-A	Variable(2)	$	3,287,763.32	December 25, 2035
II-24-B	Variable(2)	$	3,287,763.32	December 25, 2035
II-25-A	Variable(2)	$	3,076,548.82	December 25, 2035
II-25-B	Variable(2)	$	3,076,548.82	December 25, 2035
II-26-A	Variable(2)	$	2,900,746.03	December 25, 2035
II-26-B	Variable(2)	$	2,900,746.03	December 25, 2035
II-27-A	Variable(2)	$	2,736,747.14	December 25, 2035
II-27-B	Variable(2)	$	2,736,747.14	December 25, 2035
II-28-A	Variable(2)	$	2,582,542.98	December 25, 2035
II-28-B	Variable(2)	$	2,582,542.98	December 25, 2035
II-29-A	Variable(2)	$	2,437,380.11	December 25, 2035

II-29-B	Variable(2)	$	2,437,380.11	December 25, 2035
II-30-A	Variable(2)	$	2,300,505.08	December 25, 2035
II-30-B	Variable(2)	$	2,300,505.08	December 25, 2035
II-31-A	Variable(2)	$	2,170,913.31	December 25, 2035
II-31-B	Variable(2)	$	2,170,913.31	December 25, 2035
II-32-A	Variable(2)	$	2,048,353.65	December 25, 2035
II-32-B	Variable(2)	$	2,048,353.65	December 25, 2035
II-33-A	Variable(2)	$	1,933,830.69	December 25, 2035
II-33-B	Variable(2)	$	1,933,830.69	December 25, 2035
II-34-A	Variable(2)	$	1,826,088.69	December 25, 2035
II-34-B	Variable(2)	$	1,826,088.69	December 25, 2035
II-35-A	Variable(2)	$	1,724,374.22	December 25, 2035
II-35-B	Variable(2)	$	1,724,374.22	December 25, 2035
II-36-A	Variable(2)	$	1,628,687.27	December 25, 2035
II-36-B	Variable(2)	$	1,628,687.27	December 25, 2035
II-37-A	Variable(2)	$	1,538,274.41	December 25, 2035
II-37-B	Variable(2)	$	1,538,274.41	December 25, 2035
I-38-A	Variable(2)	$	1,452,382.19	December 25, 2035
II-38-B	Variable(2)	$	1,452,382.19	December 25, 2035
II-39-A	Variable(2)	$	1,372,266.35	December 25, 2035
II-39-B	Variable(2)	$	1,372,266.35	December 25, 2035
II-40-A	Variable(2)	$	1,296,420.00	December 25, 2035
II-40-B	Variable(2)	$	1,296,420.00	December 25, 2035
II-41-A	Variable(2)	$	1,225,596.59	December 25, 2035
II-41-B	Variable(2)	$	1,225,596.59	December 25, 2035
II-42-A	Variable(2)	$	1,158,038.09	December 25, 2035
II-42-B	Variable(2)	$	1,158,038.09	December 25, 2035
II-43-A	Variable(2)	$	1,094,749.09	December 25, 2035
II-43-B	Variable(2)	$	1,094,749.09	December 25, 2035
II-44-A	Variable(2)	$	19,931,013.43	December 25, 2035
II-44-B	Variable(2)	$	19,931,013.43	December 25, 2035
P	0.000%	$	100.00	December 25, 2035

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC II Regular Interest.
⁽²⁾	Calculated in accordance with the definition of “REMIC II Remittance Rate” herein.

REMIC III

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC III. The Class R-III Interest will evidence the sole class of residual interests in REMIC III for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the REMIC III Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC III Regular Interests (as defined herein). None of the REMIC III Regular Interests will be certificated.

Designation	REMIC III Remittance Rate	Initial Uncertificated Balance		Latest Possible Maturity Date(1)
LTAA	Variable(2)	$	440,999,355.76	December 25, 2035
LTAI1	Variable(2)	$	1,588,380.00	December 25, 2035
LTAI2	Variable(2)	$	176,485.00	December 25, 2035
LTAII1	Variable(2)	$	817,500.00	December 25, 2035
LTAII2	Variable(2)	$	400,000.00	December 25, 2035
LTAII3	Variable(2)	$	432,500.00	December 25, 2035
LTAII4	Variable(2)	$	131,135.00	December 25, 2035
LTM1	Variable(2)	$	171,000.00	December 25, 2035
LTM2	Variable(2)	$	153,000.00	December 25, 2035
LTM3	Variable(2)	$	99,000.00	December 25, 2035
LTM4	Variable(2)	$	76,500.00	December 25, 2035
LTM5	Variable(2)	$	76,500.00	December 25, 2035
LTM6	Variable(2)	$	65,250.00	December 25, 2035
LTM7	Variable(2)	$	69,750.00	December 25, 2035
LTM8	Variable(2)	$	56,250.00	December 25, 2035
LTM9	Variable(2)	$	49,500.00	December 25, 2035
LTZZ	Variable(2)	$	4,637,236.85	December 25, 2035
LTP	0.000%	$	100.00	December 25, 2035
LTIO	Variable(2)		(3)	December 25, 2035
LT1SUB	Variable(2)	$	9,496.20	December 25, 2035
LT1GRP	Variable(2)	$	40,199.06	December 25, 2035
LT2SUB	Variable(2)	$	9,583.67	December 25, 2035
LT2GRP	Variable(2)	$	40,569.54	December 25, 2035
LTXX	Variable(2)	$	449,899,494.14	December 25, 2035

(1)	For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii), the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the latest possible maturity date for each REMIC III Regular Interest.
(2)	Calculated in accordance with the definition of REMIC III Remittance Rate herein.
(3)	REMIC III Regular Interest LTIO will not have a Certificate Balance, but will accrue interest on its Uncertificated Notional Amount, as defined herein.

REMIC IV

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC III Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC IV. The Class R-IV Interest will evidence the sole class of residual interests in REMIC IV for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for the indicated Classes of Certificates.

Each Certificate, other than the Class R and Class R-X Certificates, generally represents ownership of a regular interest in REMIC IV and also represents (i) the right to receive payments with respect to the Net WAC Cap Carry Forward Amount and (ii) the obligation to pay the Class IO Distribution Amount (as defined herein). The entitlement to principal of each REMIC 4 Regular Interest ownership of which is represented by a regular interest which corresponds to each Certificate shall be equal in amount and timing to the entitlement to principal of such Certificate.

Designation	Pass-Through Rate	Initial Aggregate Certificate Balance		Latest Possible Maturity Date(1)
Class A-I-1	Variable(2)	$	317,676,000.00	December 25, 2035
Class A-I-2	Variable(2)	$	35,297,000.00	December 25, 2035
Class A-II-1	Variable(2)	$	163,500,000.00	December 25, 2035
Class A-II-2	Variable(2)	$	80,000,000.00	December 25, 2035
Class A-II-3	Variable(2)	$	86,500,000.00	December 25, 2035
Class A-II-4	Variable(2)	$	26,227,000.00	December 25, 2035
Class M-1	Variable(2)	$	34,200,000.00	December 25, 2035
Class M-2	Variable(2)	$	30,600,000.00	December 25, 2035
Class M-3	Variable(2)	$	19,800,000.00	December 25, 2035
Class M-4	Variable(2)	$	15,300,000.00	December 25, 2035
Class M-5	Variable(2)	$	15,300,000.00	December 25, 2035
Class M-6	Variable(2)	$	13,050,000.00	December 25, 2035
Class M-7	Variable(2)	$	13,950,000.00	December 25, 2035
Class M-8	Variable(2)	$	11,250,000.00	December 25, 2035
Class M-9	Variable(2)	$	9,900,000.00	December 25, 2035
Class C Interest	Variable(2)(3)	$	27,448,685.22	December 25, 2035
Class P Interest	(4)	$	100.00	December 25, 2035
Class IO Interest	(5)		(6)	December 25, 2035

________________

(1)	For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii), the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the latest possible maturity date for each Class of Certificates.
(2)	Calculated in accordance with the definition of Pass-Through Rate herein.
(3)	The Class C Interest will accrue interest at its variable Pass-Through Rate on the Notional Amount of the Class C Interest outstanding from time to time, which shall equal the Uncertificated Balances of the REMIC III Regular Interests, other than REMIC III Regular Interest LTP. The Class C Interest will not accrue interest on its Uncertificated Balance.

(4)	The Class P Interest will not accrue interest.
(5)	For federal income tax purposes, the Class IO Interest will not have a Pass-Through Rate, but will be entitled to 100% of the amounts distributed on REMIC III Regular Interest LTIO.
(6)	For federal income tax purposes, the Class IO Interest will not have an Uncertificated Balance, but will have a notional amount equal to the Uncertificated Notional Amount of REMIC III Regular Interest LTIO.

REMIC V

As provided herein, the Trustee shall make an election to treat the Class C Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC V.” The Class R-V Interest represents the sole class of “residual interests” in REMIC V for purposes of the REMIC Provisions.

The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial Certificate Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for the Class C Certificates.

Designation	Pass-Through Rate	Initial Certificate Balance	Latest Possible Maturity Date⁽¹⁾
Class C	(2)	$ 27,448,685.22	December 25, 2035

________________

(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class C Certificates.
(2)	The Class C Certificates will receive 100% of amounts received in respect of the Class C Interest.

REMIC VI

As provided herein, the Trustee shall make an election to treat the Class P Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC VI.” The Class R-VI Interest represents the sole class of “residual interests” in REMIC VI for purposes of the REMIC Provisions.

Designation	Pass-Through Rate	Initial Certificate Balance	Latest Possible Maturity Date⁽¹⁾
Class P	(2)	$ 100.00	December 25, 2035

________________

(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class P Certificates.
(2)	The Class P Certificates will receive 100% of amounts received in respect of the Class P Interest.

REMIC VII

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the SWAP IO Interest as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC VII.” The Class R-VII Interest represents the sole class of “residual interests” in REMIC VII for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial Certificate Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for REMIC VII Regular Interest SWAP IO, which will be uncertificated.

Designation	Pass-Through Rate	Initial Certificate Balance	Latest Possible Maturity Date(1)
SWAP IO	(2)	N/A	December 25, 2035

________________

(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for REMIC VII Regular Interest SWAP IO.
(2)	REMIC VII Regular Interest SWAP IO shall receive 100% of amounts received in respect of the Class IO Interest.

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

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

Group I Certificates	Class A-I-1 and Class A-I-2 Certificates.

Group II Certificates	Class A-II-1, Class A-II-2, Class A-II-3 and Class A-II-4 Certificates.

Subordinated Certificates	Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and, Class M-9 Certificates.

ERISA-Restricted Certificates	Class R, Class P and Class C Certificates, until they have been the subject of an ERISA-Qualifying Underwriting; and the Certificates of any Class that cease to satisfy the rating requirements of the Underwriter’s Exemption.

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

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

Definitive Certificates	Class R, Class P and Class C Certificates.

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

Rating Agencies	Moody’s, S&P and Fitch.

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

Residual Certificates	Class R and Class R-X Certificates.

References to “Class A Certificates” are references to Certificates of either or both Certificate Groups of similar designations, as the context requires.

ARTICLE I

DEFINITIONS

Section 1.01

Definitions.

Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations in respect of interest on the Class A Certificates and Subordinated Certificates shall be made on the basis of the actual number of days elapsed and a 360-day year and all calculations in respect of interest on the Class C Certificates, Class IO Interest, REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and all other calculations of interest described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months. The Class P Certificates and the Residual Certificates are not entitled to distributions in respect of interest and, accordingly, will not accrue interest.

60+ Day Delinquent Loan: As of any day during any calendar month, each Mortgage Loan in foreclosure, all REO Property, each Mortgage Loan for which the Mortgagor has filed for bankruptcy, and each Mortgage Loan with respect to which any portion of a Scheduled Payment is, as of the last day of the Remittance Period before the Remittance Period ending in such calendar month, two months or more past due (without giving effect to any grace period). For instance, in making a determination on the Distribution Date in December (December 25) with respect to a Mortgage Loan whose Scheduled Payment for October is delinquent (and that has no previous Scheduled Payment that is delinquent), that Mortgage Loan would not be a 60+ Day Delinquent Loan because as of the last day of the Remittance Period before the Remittance Period ending in December (which would be the Remittance Period ending in November (on November 1)), the Scheduled Payment for October (due October 1) would only be one month past due.

Accrued Certificate Interest Distribution Amount: For any Distribution Date for each Class of Certificates (other than the Class P, Class R and Class C Certificates), the amount of interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate on the related Class Certificate Balance immediately before the Distribution Date reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution Date allocated to such Class (allocated to each Certificate based on its respective entitlements to interest irrespective of any Prepayment Interest Shortfalls or Relief Act Interest Shortfalls for such Distribution Date).

Addition Notice: With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section 2.07, a notice of the Depositor’s designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate principal balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date. The Addition Notice shall be given no later than three (3) Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form attached hereto as Exhibit P.

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

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

Adjustment Date: As to any adjustable-rate Mortgage Loan, the first Due Date on which the related Mortgage Rate adjusts as provided in the related Mortgage Note and each Due Date thereafter on which the Mortgage Rate adjusts as provided in the related Mortgage Note.

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

Affected Party: As defined in the Swap Agreement.

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 within the requirements of generally accepted accounting principles.

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

Amount Held for Future Distribution: For any Distribution Date, the aggregate amount held in the Certificate Account at the close of business on the related Determination Date on account of (i) Principal Prepayments received after the end of the related Prepayment Period and Liquidation Proceeds and Subsequent Recoveries on the Mortgage Loans, in each case, allocable to principal, received after the end of the preceding calendar month and (ii) all Scheduled Payments on the Mortgage Loans due after the end of the related Remittance Period.

Applied Realized Loss Amount: For any Distribution Date and any Class of Subordinated Certificates, the excess of the aggregate Class Certificate Balance of the Class A and Subordinated Certificates over the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the preceding Remittance Period.

Available Funds: For any Distribution Date,

are the sum of:

(i) all scheduled installments of interest (net of the related Expense Fees) and principal due on the Due Date on the Mortgage Loans in the related Remittance Period and received by the related Determination Date, together with any related Advances;

(ii) all Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries received during the preceding calendar month (in each case, net of unreimbursed expenses incurred in connection with a liquidation or foreclosure);

(iii) all partial or full prepayments on the Mortgage Loans received during the related Prepayment Period together with all Compensating Interest on those Mortgage Loans and interest paid by the Mortgagors (other than Prepayment Interest Excess);

(iv) with respect to the Distribution Date immediately following the end of the Funding Period, any amounts remaining in the Pre-Funding Accounts after giving effect to any purchase of Subsequent Mortgage Loans;

(v) with respect to each Distribution Date during the Funding Period and on the Distribution Date immediately following the end of the Funding Period, any amounts withdrawn by the Trustee from the Interest Coverage Accounts for distribution on the Certificates on such Distribution Date; and

(vi) amounts received for the Distribution Date as the Substitution Adjustment Amount or the purchase price of a Deleted Mortgage Loan or a Mortgage Loan repurchased by the Seller or the Master Servicer as of the Distribution Date;

minus

amounts in reimbursement for Advances previously made with respect to the Mortgage Loans, reimbursable to the Master Servicer with respect to the Mortgage Loans pursuant to this Agreement and, as applicable, payable by the Trustee out of the Distribution Account pursuant to Section 3.09(b); and

minus

any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (other than Swap Termination Payments resulting from a Swap Provider Trigger Event).

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.

Basic Principal Distribution Amount: For any Distribution Date, the excess of (i) the Principal Remittance Amount for both Loan Groups for the Distribution Date over (ii) the Excess Overcollateralization Amount, if any, for that Distribution Date.

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.

Cap Contract: The interest rate cap agreement between the Trustee, on behalf of the Trust Fund, and the Cap Contract Counterparty, relating to the Class A Certificates and the Subordinated Certificates.

Cap Contract Counterparty: UBS AG.

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

Certificate Account: The separate Eligible Account or Accounts created and maintained by the 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 Home Equity Mortgage Loan Asset-Backed Certificates, Series INABS 2005-D.”

Certificate Balance: For any Certificate (other than a Class R or a Class C Certificate) at any date, the maximum dollar amount of principal to which the Holder of the Certificate is then entitled, such amount being equal to the Certificate’s Denomination plus any increases in the Certificate Balance of such Certificate pursuant to Section 4.02 due to the receipt of Subsequent Recoveries minus all distributions of principal previously made with respect thereto and, in the case of any Subordinated Certificate, reduced by any Applied Realized Loss Amounts applicable to any such Subordinated Certificates. With respect to the Class C Certificates as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Balance of the REMIC III Regular Interests over (B) the then aggregate Certificate Balance of the Class A Certificates, Subordinated Certificates and Class P Certificates then outstanding. The Class R and Class R-X Certificates have no Certificate Balance.

Certificate Group: Any of the Group I Certificates or the Group II Certificates, as applicable.

Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of the Book-Entry Certificate. For purposes of this Agreement, in order for a Certificate Owner to enforce any of its rights under this Agreement, it shall first have to provide evidence of its beneficial ownership interest in a Certificate that is reasonably satisfactory to the Trustee, the Supplemental Interest Trust Administrator, 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 Seller, the Depositor or its Affiliate shall not be eligible to vote or be considered 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 unless the Seller, the Depositor or its Affiliates own 100% of the Percentage Interests evidenced by a Class of Certificates, in which case 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, the Supplemental Interest Trust Administrator and the NIM Insurer are 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 specified in the Preliminary Statement.

Class A Certificates: As specified in the Preliminary Statement.

Class A Principal Distribution Amount: For any Distribution Date, the sum of the Group I Senior Principal Distribution Amount and the Group II Senior Principal Distribution Amount for that Distribution Date.

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

Class C Certificates: Any one of the Class C Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC V.

Class C Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class C Certificates, evidencing (i) a REMIC Regular Interest in REMIC IV and (ii) the obligation to pay any Class IO Distribution Amount.

Class C Distributable Amount: On any Distribution Date, the amount that has accrued on the Class C Certificates but that has not been distributed on the Class C Certificates on prior Distribution Dates.

Class IO Distribution Amount: As defined in Section 4.05 hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Supplemental Interest Trust on such Distribution Date in excess of the amount payable on the Class IO Interest on such Distribution Date, all as further provided in Section 4.05 hereof.

Class IO Interest: An uncertificated interest in the Trust Fund held by the Trustee, evidencing a REMIC Regular Interest in REMIC IV for purposes of the REMIC Provisions.

Class M Certificate: Any of the Subordinate Certificates.

Class M-1 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date) and

(B) the Class Certificate Balance of the Class M-1 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A) 65.20% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period relating to such Distribution Date) and

(B) an amount, not less than zero, equal to the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period relating to such Distribution Date) minus $4,500,000;

provided, that if on any Distribution Date, the Class M-1 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-1 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-2 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

(B) the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date) and

(ii)	the lesser of

(A) 72.00% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period relating to such Distribution Date) and

provided, that if on any Distribution Date, the Class M-2 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-2 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-3 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

(B) the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date),

(C) the Class Certificate Balance of the Class M-2 Certificates (after taking into account distribution of the Class M-2 Principal Distribution Amount on such Distribution Date) and

(D) the Class Certificate Balance of the Class M-3 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A) 76.40% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period relating to such Distribution Date) and

provided, that if on any Distribution Date, the Class M-3 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-3 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-4 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

(B) the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date),

(C) the Class Certificate Balance of the Class M-2 Certificates (after taking into account distribution of the Class M-2 Principal Distribution Amount on such Distribution Date),

(D) the Class Certificate Balance of the Class M-3 Certificates (after taking into account distribution of the Class M-3 Principal Distribution Amount on such Distribution Date) and

(E) the Class Certificate Balance of the Class M-4 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A) 79.80% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period relating to such Distribution Date) and

provided, that if on any Distribution Date, the Class M-4 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-4 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-5 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

(B) the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date),

(C) the Class Certificate Balance of the Class M-2 Certificates (after taking into account distribution of the Class M-2 Principal Distribution Amount on such Distribution Date),

(D) the Class Certificate Balance of the Class M-3 Certificates (after taking into account distribution of the Class M-3 Principal Distribution Amount on such Distribution Date),

(E) the Class Certificate Balance of the Class M-4 Certificates (after taking into account distribution of the Class M-4 Principal Distribution Amount on such Distribution Date) and

(F) the Class Certificate Balance of the Class M-5 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A) 83.20% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period relating to such Distribution Date) and

provided, that if on any Distribution Date, the Class M-5 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-5 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-6 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

(B) the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date),

(C) the Class Certificate Balance of the Class M-2 Certificates (after taking into account distribution of the Class M-2 Principal Distribution Amount on such Distribution Date),

(D) the Class Certificate Balance of the Class M-3 Certificates (after taking into account distribution of the Class M-3 Principal Distribution Amount on such Distribution Date),

(E) the Class Certificate Balance of the Class M-4 Certificates (after taking into account distribution of the Class M-4 Principal Distribution Amount on such Distribution Date),

(F) the Class Certificate Balance of the Class M-5 Certificates (after taking into account distribution of the Class M-5 Principal Distribution Amount on such Distribution Date) and

(G) the Class Certificate Balance of the Class M-6 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A) 86.10% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period relating to such Distribution Date) and

provided, that if on any Distribution Date, the Class M-6 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-6 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-7 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

(B) the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date),

(C) the Class Certificate Balance of the Class M-2 Certificates (after taking into account distribution of the Class M-2 Principal Distribution Amount on such Distribution Date),

(D) the Class Certificate Balance of the Class M-3 Certificates (after taking into account distribution of the Class M-3 Principal Distribution Amount on such Distribution Date),

(E) the Class Certificate Balance of the Class M-4 Certificates (after taking into account distribution of the Class M-4 Principal Distribution Amount on such Distribution Date),

(F) the Class Certificate Balance of the Class M-5 Certificates (after taking into account distribution of the Class M-5 Principal Distribution Amount on such Distribution Date),

(G) the Class Certificate Balance of the Class M-6 Certificates (after taking into account distribution of the Class M-6 Principal Distribution Amount on such Distribution Date) and

(H) the Class Certificate Balance of the Class M-7 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A) 89.20% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period relating to such Distribution Date) and

provided, that if on any Distribution Date, the Class M-7 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-7 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-8 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

(B) the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date),

(C) the Class Certificate Balance of the Class M-2 Certificates (after taking into account distribution of the Class M-2 Principal Distribution Amount on such Distribution Date),

(D) the Class Certificate Balance of the Class M-3 Certificates (after taking into account distribution of the Class M-3 Principal Distribution Amount on such Distribution Date),

(E) the Class Certificate Balance of the Class M-4 Certificates (after taking into account distribution of the Class M-4 Principal Distribution Amount on such Distribution Date),

(F) the Class Certificate Balance of the Class M-5 Certificates (after taking into account distribution of the Class M-5 Principal Distribution Amount on such Distribution Date),

(G) the Class Certificate Balance of the Class M-6 Certificates (after taking into account distribution of the Class M-6 Principal Distribution Amount on such Distribution Date),

(H) the Class Certificate Balance of the Class M-7 Certificates (after taking into account distribution of the Class M-7 Principal Distribution Amount on such Distribution Date) and

(I) the Class Certificate Balance of the Class M-8 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A) 91.70% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period relating to such Distribution Date) and

provided, that if on any Distribution Date, the Class M-8 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-8 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-9 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

(B) the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date),

(C) the Class Certificate Balance of the Class M-2 Certificates (after taking into account distribution of the Class M-2 Principal Distribution Amount on such Distribution Date),

(D) the Class Certificate Balance of the Class M-3 Certificates (after taking into account distribution of the Class M-3 Principal Distribution Amount on such Distribution Date),

(E) the Class Certificate Balance of the Class M-4 Certificates (after taking into account distribution of the Class M-4 Principal Distribution Amount on such Distribution Date),

(F) the Class Certificate Balance of the Class M-5 Certificates (after taking into account distribution of the Class M-5 Principal Distribution Amount on such Distribution Date),

(G) the Class Certificate Balance of the Class M-6 Certificates (after taking into account distribution of the Class M-6 Principal Distribution Amount on such Distribution Date),

(H) the Class Certificate Balance of the Class M-7 Certificates (after taking into account distribution of the Class M-7 Principal Distribution Amount on such Distribution Date),

(I) the Class Certificate Balance of the Class M-8 Certificates (after taking into account distribution of the Class M-8 Principal Distribution Amount on such Distribution Date) and

(J) the Class Certificate Balance of the Class M-9 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A) 93.50% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period relating to such Distribution Date) and

provided, that if on any Distribution Date, the Class M-9 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-9 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class P Certificate: Any one of the Class P Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC VI.

Class P Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P Certificates, evidencing a Regular Interest in REMIC IV for purposes of the REMIC Provisions.

Class R Certificate: A certificate representing the beneficial ownership of the Class R-I Interest, Class R-II Interest, Class R-III Interest and Class R-IV Interest.

Class R-I Interest: The uncertificated residual interest in REMIC I.

Class R-II Interest: The uncertificated residual interest in REMIC II.

Class R-III Interest: The uncertificated residual interest in REMIC III.

Class R-IV Interest: The uncertificated residual interest in REMIC IV.

Class R-V Interest: The uncertificated Residual Interest in REMIC V.

Class R-VI Interest: The uncertificated Residual Interest in REMIC VI.

Class R-VII Interest: The uncertificated Residual Interest in REMIC VII.

Class R-X Certificate: The Class R-X Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, evidencing the ownership of the Class R-V Interest, the Class R-VI Interest and the Class R-VII Interest Closing Date: December 23, 2005.

Closing Date Mortgage Loan: Each Mortgage Loan sold and assigned by the Seller to the Trust Fund on the Closing Date.

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

Collateral Value: For any Mortgage Loan, the Collateral Value of the related Mortgaged Property shall be, other than for Refinance Loans, the lesser of (i) the appraised value determined in an appraisal obtained by the originator at origination of the Mortgage Loan and (ii) the sales price for the related Mortgaged Property. In the case of a Refinance Loan, the Collateral Value of the related Mortgaged Property is its appraised value determined in an appraisal obtained at the time of refinancing.

Collection Account: The separate Eligible Account or Accounts created and maintained by the Master Servicer pursuant to Section 3.06(c) with a depository institution in the name of the Master Servicer for the benefit of the Trustee on behalf of the Certificateholders and designated “IndyMac Bank, F.S.B., in trust for the registered holders of Home Equity Mortgage Loan Asset-Backed Certificates, Series INABS 2005-D.”

Compensating Interest: For any Distribution Date, the lesser of (i) any Prepayment Interest Shortfalls and (ii) 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.

Corporate Trust Office: The designated office of the Trustee and the Supplemental Interest Trust Administrator 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: Corporate Trust Administration IN05S4 (IndyMac ABS, Inc., Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2005-D), facsimile no. (714) 247-6285 and which is the address to which notices to and correspondence with the Trustee or the Supplemental Interest Trust Administrator should be directed.

Corresponding Certificate: With respect to each REMIC III Regular Interest, as follows:

REMIC III Regular Interest	Class
REMIC III Regular Interest LTAI1	A-I-1
REMIC III Regular Interest LTAI2	A-I-2
REMIC III Regular Interest LTAII1	A-II-1
REMIC III Regular Interest LTAII2	A-II-2
REMIC III Regular Interest LTAII3	A-II-3
REMIC III Regular Interest LTAII4	A-II-4
REMIC III Regular Interest LTM1	M-1
REMIC III Regular Interest LTM2	M-2
REMIC III Regular Interest LTM3	M-3
REMIC III Regular Interest LTM4	M-4
REMIC III Regular Interest LTM5	M-5
REMIC III Regular Interest LTM6	M-6
REMIC III Regular Interest LTM7	M-7
REMIC III Regular Interest LTM8	M-8
REMIC III Regular Interest LTM9	M-9
REMIC III Regular Interest LTP	P

Credit Enhancement Percentage: For any Distribution Date and any Class of Class A or Subordinated Certificates, the percentage obtained by dividing (x) the sum of (i) the aggregate Class Certificate Balances of all Classes of Class A and Subordinated Certificates subordinated to such Class and (ii) the Overcollateralization Amount (in each case taking into account the distributions of the Principal Distribution Amount for such Distribution Date) by (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Remittance Period (after giving effect to scheduled payments of principal due during the Remittance Period, to the extent received or advanced, and Principal Prepayments received in the Prepayment Period related to such Distribution Date) and any amounts on deposit in the Pre-Funding Accounts.

Cumulative Net Loss Trigger Event: With respect to any Distribution Date on or after the Stepdown Date, the percentage obtained by dividing (x) the aggregate amount of Realized Losses incurred from the Cut-off Date through the last day of the related Remittance Period (reduced by the aggregate amount of Subsequent Recoveries received through the last day of that Remittance Period) by (y) the aggregate Cut-off Date Principal Balance of the Closing Date Mortgage Loans plus the Original Pre-Funded Amounts exceeds (a) 1.25% of the aggregate Stated Principal Balance of the Mortgage Loans with respect to the Distribution Date in December 2007, plus an additional 1/12^th of 1.45% of the aggregate Stated Principal Balance of the Mortgage Loans for each Distribution Date occurring in each month thereafter to and including the Distribution Date in December 2008, (b) 2.70% of the aggregate Stated Principal Balance of the Mortgage Loans with respect to the Distribution Date occurring in January 2009, plus an additional 1/12^th of 1.50% of the aggregate Stated Principal Balance of the Mortgage Loans for each Distribution Date occurring in each month thereafter to and including the Distribution Date in December 2009, (c) 4.20% of the aggregate Stated Principal Balance of the Mortgage Loans with respect to the Distribution Date occurring in January 2010, plus an additional 1/12^th of 1.30% of the aggregate Stated Principal Balance of the Mortgage Loans for each Distribution Date occurring in each month thereafter to and including the Distribution Date in December 2010, (d) 5.50% of the aggregate Stated Principal Balance of the Mortgage Loans with respect to the Distribution Date occurring in January 2011, plus an additional 1/12^th of 0.65% of the aggregate Stated Principal Balance of the Mortgage Loans for each Distribution Date occurring in each month thereafter to and including the Distribution Date in

December 2011, (e) 6.15% of the aggregate Stated Principal Balance of the Mortgage Loans with respect to the Distribution Date occurring in January 2012, plus an additional 1/12^th of 0.10% of the aggregate Stated Principal Balance of the Mortgage Loans for each Distribution Date occurring in each month thereafter to and including the Distribution Date in December 2012 and (f) 6.25% of the aggregate Stated Principal Balance of the Mortgage Loans with respect to the Distribution Date occurring in January 2013 and each month thereafter.

Cut-off Date: As to any Closing Date Mortgage Loans, December 1, 2005. As to any Subsequent Mortgage Loans, the related Subsequent Cut-off Date.

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, but not including a reduction (i) resulting from a Deficient Valuation or (ii) that results in a permanent forgiveness of principal.

Defaulting Party: As defined in the Swap Agreement.

Deficient Valuation: For any Mortgage Loan, a valuation by a court of competent jurisdiction of the related Mortgaged Property in an amount less than the then outstanding indebtedness under such 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: As specified in the Preliminary Statement..

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

Delayed Delivery Mortgage Loans: The Closing Date Mortgage Loans identified on the Mortgage Loan Schedule, for which neither a related Mortgage File nor the Mortgage Note (or 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:

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

(B) for the remaining 30% of the Closing Date Mortgage Loans in each Loan Group, not later than five (5) Business Days following the Closing Date.

To the extent that the Seller is in possession of any Mortgage File for any Delayed 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).

Denomination: For each Certificate, the amount appearing on the face of the Certificate as the “Initial Certificate Balance of this Certificate” or the Percentage Interest appearing on the face of the Certificate.

Depositor: IndyMac ABS, 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 Uniform Commercial Code of the State of New York.

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

Determination Date: As to any Distribution Date, the 18^th day of each month or, if that day is not a Business Day, the next Business Day, except that if the next Business Day is less than two (2) Business Days before the related Distribution Date, then the Determination Date shall be the Business Day preceding the 18^th day of the month.

Distribution Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.06(f) 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 Home Equity Mortgage Loan Asset-Backed Certificates, Series INABS 2005-D.” 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 25^th 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 December 2005.

Due Date: For any Mortgage Loan and Distribution Date, 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 without reduction or withdrawal of their then current ratings of the Certificates or any NIM Insurer-guaranteed NIM Notes, as evidenced by a letter from each Rating Agency to the Trustee and the NIM Insurer.

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 an Underwriter’s Exemption.

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

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

Event of Default: As defined in Section 7.01.

Excess Overcollateralization Amount: For any Distribution Date, the excess of (a) the Overcollateralization Amount on such Distribution Date over (b) the Overcollateralization Target Amount for such Distribution 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)(ii), over

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

Excess Reserve Fund Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.06(d) in the name of the Trustee for the benefit of the Certificateholders and designated “Deutsche Bank National Trust Company in trust for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2005-D.” Funds in the Excess Reserve Fund Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement. The Excess Reserve Fund Account will not be an asset of any REMIC.

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

Expense Adjusted Net Maximum Mortgage Rate: For any Distribution Date, the per annum rate equal to the weighted average of the Maximum Mortgage Rates of each Mortgage Loan minus the Expense Fee Rate.

Expense Amount: For any Distribution Date and Loan Group, the product of (i) the Expense Fee Rate divided by 12 and (ii) the sum of the Stated Principal Balances of the Mortgage Loans in that Loan Group as of the Due Date occurring in the prior calendar month.

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

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

Extra Principal Distribution Amount: As of any Distribution Date, the lesser of (x) the Total Monthly Excess Spread for that Distribution Date and (y) the Overcollateralization Deficiency for that Distribution Date.

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

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

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

Funding Period: The period beginning on the Closing Date and ending on the earlier to occur of (i) the date upon which the amount on deposit in the Pre-Funding Accounts has been reduced to zero or (ii) January 23, 2006.

Group I Allocation Percentage: For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is aggregate Stated Principal Balance of the Group I Mortgage Loans plus any amounts on deposit in the Group I Pre-Funding Account and the denominator of which is the sum of the aggregate Stated Principal Balance of the Group I Mortgage Loans and the Group II Mortgage Loans plus any amounts on deposit in the Pre-Funding Accounts.

Group I Certificates: As specified in the Preliminary Statement.

Group I Interest Coverage Account: The account established and maintained pursuant to Section 3.23, which account contains an amount, to be paid by the Depositor to the Trustee on the Closing Date, that represents interest received or advanced on the Group I Mortgage Loans.

Group I Interest Remittance Amount: For any Distribution Date, the portion of the Available Funds with respect to Loan Group I that is attributable to interest or amounts withdrawn from the Group I Interest Coverage Account, less an amount equal to the product of (x) any Net Swap Payment or Swap Termination Payment (not due to a Swap Provider Trigger Event) deposited in the Supplemental Interest Trust for payment to the Swap Provider and (y) the Group I Allocation Percentage.

Group I Maximum Cap: For the Group I Certificates as of any Distribution Date, the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to (i) the sum of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans and (y) any Net Swap Payment made by the Swap Provider, if any, multiplied by 12 and divided by (ii) the aggregate Stated Principal Balance of the Mortgage Loans.

Group I Mortgage Loans: The Mortgage Loans in Loan Group I.

Group I Net WAC Cap: For each Class of Group I Certificates as of any Distribution Date, the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest

Accrual Period) equal to a fraction, expressed as a percentage, (1) the numerator of which is equal to the product of (A) 12 multiplied by (B) the sum of (i) the amount of interest which accrued on the Group I Mortgage Loans in the prior calendar month (after giving effect to principal prepayments) and (ii) any amount withdrawn from the Group I Interest Coverage Account, if any, for such Distribution Date minus the sum of (x) the Expense Amount payable with respect to the Group I Mortgage Loans for such Distribution Date and (y) any Net Swap Payment or Swap Termination Payment (only if such Swap Termination Payment was not due to a Swap Provider Trigger Event) deposited in the Supplemental Interest Trust for payment to the Swap Provider, if any, multiplied by the Group I Allocation Percentage and (2) the denominator of which is equal to the sum of (i) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the first day of the immediately preceding Remittance Period, after giving effect to principal prepayments received during the related Prepayment Period and (ii) the amount on deposit in the Group I Pre-Funding Account.

For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC III Remittance Rate on REMIC III Regular Interest LT1GRP, weighted on the basis of the Uncertificated Balance of such REMIC III Regular Interest.

Group I Pre-Funding Account: The account established and maintained pursuant to Section 3.22.

Group I Principal Distribution Amount: For any Distribution Date is the product of:

(x)

the Principal Distribution Amount for such Distribution Date and

(y) a fraction, the numerator of which is the Principal Remittance Amount for Loan Group I for that Distribution Date and the denominator of which is the Principal Remittance Amount for both Loan Groups for such Distribution Date;

plus, in the case of the Distribution Date immediately following the end of the Funding Period, any amounts remaining in the Group I Pre-Funding Account and not used by the Trustee to purchase Subsequent Mortgage Loans to be included in Loan Group I.

Group I Senior Principal Distribution Amount: For any Distribution Date, the excess of

(A) the aggregate Class Certificate Balance of the Group I Certificates immediately before that Distribution Date over

(B) the lesser of (x) 57.60% of the aggregate Stated Principal Balance of all of the Group I Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period related to such Distribution Date) and (y) an amount, not less than zero, equal to the aggregate Stated Principal Balance of all of the Group I Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period related to that Distribution Date) minus $2,239,678.

Group I Trigger Event: A Group I Trigger Event will be in effect on any Distribution Date (i) if, prior to the Distribution Date in January 2008, the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Remittance Period divided by the aggregate Cut-off Date Principal Balance of the Closing Date Mortgage Loans and the Original Pre-Funded Amounts exceeds 1.25% or (ii) if, on or after the Distribution Date in January 2008, a Trigger Event is in effect.

Group II Allocation Percentage: For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Group II Mortgage Loans plus any amounts on deposit in the Group II Pre-Funding Account and the denominator of which is the sum of the aggregate Stated Principal Balance of the Group I Mortgage Loans and the Group II Mortgage Loans plus any amounts on deposit in the Pre-Funding Accounts.

Group II Certificates: As specified in the Preliminary Statement.

Group II Interest Coverage Account: The account established and maintained pursuant to Section 3.23, which account contains an amount, to be paid by the Depositor to the Trustee on the Closing Date, that represents interest received or advanced on the Group II Mortgage Loans.

Group II Interest Remittance Amount: For any Distribution Date, the portion of the Available Funds with respect to Loan Group II that is attributable to interest or withdrawn from the Group II Interest Coverage Account, less an amount equal to the product of (x) any Net Swap Payment or Swap Termination Payment (not due to a Swap Provider Trigger Event) deposited in the Supplemental Interest Trust for payment to the Swap Provider and (y) the Group II Allocation Percentage.

Group II Maximum Cap: For each Class of Group II Certificates as of any Distribution Date, the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to the sum of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group II Mortgage Loans and (y) any Net Swap Payment made by the Swap Provider, if any, multiplied by 12 and expressed as a percentage of the balance of the Group II Mortgage Loans.

Group II Mortgage Loans: The Mortgage Loans in Loan Group II.

Group II Net WAC Cap: For each Class of Group II Certificates as of any Distribution Date, the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to a fraction, expressed as a percentage, (1) the numerator of which is equal to the product of (A) 12 multiplied by (B) the sum of (i) the amount of interest which accrued on the Group II Mortgage Loans in the prior calendar month (after giving effect to principal prepayments) and (ii) any amount withdrawn from the Group II Interest Coverage Account, if any, for such Distribution Date minus the sum of (x) the Expense Amount payable with respect to the Group II Mortgage Loans for such Distribution Date and (y) any Net Swap Payment or Swap Termination Payment (only if such Swap Termination Payment was not due to a Swap Provider Trigger Event) deposited in the Supplemental Interest Trust for payment to the Swap Provider, if any, multiplied by the Group II Allocation Percentage and (2) the denominator of which is equal to the sum of (i) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the first day of the immediately preceding Remittance Period, after giving effect to principal prepayments received during the related Prepayment Period and (ii) the amount on deposit in the Group II Pre-Funding Account.

For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC III Remittance Rate on REMIC III Regular Interest LT2GRP, weighted on the basis of the Uncertificated Balance of such REMIC III Regular Interest.

Group II Pre-Funding Account: The account established and maintained pursuant to Section 3.22.

Group II Principal Distribution Amount: For any Distribution Date is the product of:

(x)

the Principal Distribution Amount for such Distribution Date and

(y) a fraction, the numerator of which is the Principal Remittance Amount for Loan Group II for that Distribution Date and the denominator of which is the Principal Remittance Amount for both Loan Groups for such Distribution Date;

plus, in the case of the Distribution Date immediately following the end of the Funding Period, any amounts remaining in the Group II Pre-Funding Account and not used by the Trustee to purchase Subsequent Mortgage Loans to be included in Loan Group II.

Group II Senior Principal Distribution Amount is the excess of

(A) the aggregate Class Certificate Balance of the Group II Certificates immediately before that Distribution Date over

(B) the lesser of (x) 57.60% of the aggregate Stated Principal Balance of all the Group II Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period related to that Distribution Date) and (y) an amount, not less than zero, equal to the aggregate Stated Principal Balance of all the Group II Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period related to that Distribution Date) minus $2,260,322.

Indenture: The indenture, or document of similar import, if any, pursuant to which any NIM Notes are issued.

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

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

Initial Group I Mortgage Loans: The Closing Date Mortgage Loans in Loan Group I.

Initial Group II Mortgage Loans: The Closing Date Mortgage Loans in Loan Group II.

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

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

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

Interest Accrual Period: With respect to the Class C Certificates and each Distribution Date, the calendar month prior to the month of such Distribution Date. With respect to the Class A Certificates and the Subordinated Certificates and each Distribution Date, the period commencing on the preceding

Distribution Date (or in the case of the first such Accrual Period, commencing on the Closing Date) and ending on the day preceding such Distribution Date

Interest Coverage Accounts: The Group I Interest Coverage Account and the Group II Interest Coverage Account.

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

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

LIBOR Certificates: As specified in the Preliminary Statement.

LIBOR Determination Date: For any Interest Accrual Period for the LIBOR Certificates, the second London Business Day preceding the commencement of the 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 Master Servicing Fees, Servicing Advances and Advances.

Loan Group: Any of Loan Group I or Loan Group II, as applicable.

Loan Group I: The Mortgage Loans identified on the Mortgage Loan Schedule as Group I Mortgage Loans.

Loan Group II: The Mortgage Loans identified on the Mortgage Loan Schedule as Group II Mortgage Loans.

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

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

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

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

Margin: As to each adjustable-rate Mortgage Loan, the percentage amount on the related Mortgage Note added to the Index in calculating its Mortgage Rate.

Marker Rate: With respect to the Class C Interest and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the REMIC III Remittance Rates for each REMIC III Regular Interest (other than REMIC III Regular Interest LTAA, LT1SUB, LT1GRP, LT2SUB, LT2GRP, LTXX, LTIO and LTP) subject to a cap (for each such REMIC III Regular Interest other than REMIC III Regular Interest LTZZ) equal to the REMIC III Remittance Rate for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for the purpose of this calculation; with the rate on REMIC III Regular Interest LTZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, calculations of the REMIC III Remittance Rate and the related caps with respect to each such REMIC III Regular Interest, other than REMIC III Regular Interest LTZZ, shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

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.

Master Servicing Fee: As to each Mortgage Loan and any Distribution Date, one month’s interest at the related Master Servicing Fee Rate on the Stated Principal Balance of the Mortgage Loan as of the Due Date in the prior calendar month or, in the event of any payment of interest that accompanies a Principal Prepayment in Full made by the Mortgagor, interest at the Master 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.

Master Servicing Fee Rate: For each Mortgage Loan, 0.0035% per annum.

Maximum LTZZ Uncertificated Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) accrued interest at the REMIC III Remittance Rate applicable to REMIC III Regular Interest LTZZ for such Distribution Date on a balance equal to the Uncertificated Balance of REMIC III Regular Interest LTZZ minus the REMIC III Overcollateralization Amount, in each case for such Distribution Date, over (ii) Uncertificated Interest on REMIC III Regular Interest LTAI1, REMIC III Regular Interest LTAI2, REMIC III Regular Interest LTAII1, REMIC III Regular Interest LTAII2, REMIC III Regular Interest LTAII3, REMIC III Regular Interest LTAII4, REMIC III Regular Interest

LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8 and REMIC III Regular Interest LTM9 for such Distribution Date, with the rate on each such REMIC III Regular Interest subject to a cap equal to the lesser of (i) LIBOR plus the related Pass-Through Margin and (ii) the related Net WAC Cap; provided, however, that solely for this purpose, calculations of the REMIC III Remittance Rate and the related caps with respect to REMIC III Regular Interest LTAI1, REMIC III Regular Interest LTAI2, REMIC III Regular Interest LTAII1 REMIC III Regular Interest LTAII2, REMIC III Regular Interest LTAII3, REMIC III Regular Interest LTAII4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8 and REMIC III Regular Interest LTM9 shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

Maximum Cap: Any of the Group I Maximum Cap, the Group II Maximum Cap or the Subordinated Maximum Cap, as the context requires.

Maximum Mortgage Rate: As to each adjustable-rate 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. As to each fixed-rate Mortgage Loan, the related Mortgage Rate.

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® System.

MERS® System: The system of recording transfers of mortgages electronically that is maintained by MERS.

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

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

Monthly Statement: The statement prepared by the Trustee pursuant to Section 4.03.

Moody’s: Moody’s Investors Service, Inc., or its successors in interest. 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 Loans: Such of the Closing Date Mortgage Loans and Subsequent 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 of Mortgage Loans in Schedule I (as supplemented by each schedule of Subsequent Mortgage Loans) included in the Trust Fund on such date. The Mortgage Loan Schedule shall be prepared by the Seller and shall contain the following information with respect to each Mortgage Loan by Loan Group and in the aggregate:

(i)	the loan number;

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

(iii)	the maturity date;

(iv)	the original principal balance;

(v)	the Cut-off Date Principal Balance or Subsequent Cut-off Date Principal Balance, as applicable;

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

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

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

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

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

(xi)	the Mortgage Rate in effect immediately following: (a) the applicable date of origination and (b) the applicable Cut-off Date;

(xii)	the purpose for the Mortgage Loan;

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

(xiv)	with respect to the adjustable-rate Mortgage Loans:

	(a) the Maximum Mortgage Rate;

	(b) the Periodic Rate Cap;

	(c) the Adjustment Date;

	(d) the Margin; and

	(e) the Index;

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

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

(xvii)	[reserved];

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

(xix)	the coverage amount of any mortgage insurance;

(xx)	with respect to the Lender PMI Loans, the related interest premium;

(xxi)	a code indicating whether the Mortgage Loan is a Delayed Delivery Mortgage Loan;

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

(xxiii)	A code indicating the term, if any, of a Prepayment Charge.

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

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

Mortgage Rate: The annual rate of interest borne by a Mortgage Note from time to time minus any interest premium if the applicable Mortgage Note relates to a Lender PMI Loan, if any.

Mortgaged Property: The underlying property securing a Mortgage Loan.

Mortgagor: The obligors on a Mortgage Note.

Net Prepayment Interest Shortfall: For any Distribution Date and Loan Group, the excess of the Prepayment Interest Shortfalls for such Loan Group for such Distribution Date over the sum of (i) the Compensating Interest for such Loan Group and Distribution Date and (ii) the excess of the Compensating Interest for the other Loan Group over the Prepayment Interest Shortfalls for such other Loan Group.

Net Swap Payment: With respect to each Distribution Date, the net payment required to be made pursuant to the terms of the Swap Agreement by either the Swap Provider or the Supplemental Interest Trust, which net payment shall not take into account any Swap Termination Payment.

Net WAC Cap: Any of the Group I Net WAC Cap, the Group II Net WAC Cap or the Subordinated Net WAC Cap, as the context requires.

Net WAC Cap Carry Forward Amount: For any Class of Certificates and any Distribution Date, an amount equal to the aggregate amount of Net WAC Shortfall for such Class on that Distribution Date (to the extent not covered by payments from the Excess Reserve Fund Account or the Supplemental Interest Trust) plus any unpaid Net WAC Shortfall for such Class from prior Distribution Dates (and interest accrued thereon at the then applicable Pass-Through Rate on that Class of Certificates, without giving effect to the applicable Net WAC Cap).

Net WAC Cap Payment: For any Distribution Date, any Net WAC Cap Carry Forward Amount for that Distribution Date minus the amount of payments received under the Cap Contract and applied to the payment of the Net WAC Cap Carry Forward Amount for that Distribution Date.

Net WAC Shortfall: For any Class of Class A and Subordinated Certificates and any Distribution Date on which the Pass-Through Rate for that Class is the related Net WAC Cap, an amount equal to excess of (x) the amount of interest such Class of Certificates would have accrued for such Distribution Date had such Pass-Through Rate not been limited by the related Net WAC Cap over (y) the amount of interest such Class of Certificates accrued for such Distribution Date at the related Net WAC Cap.

NIM Insurer: Any insurer guarantying at the request of the Seller certain payments under the NIM Notes.

NIM Notes: Net interest margin securities, if any, which are secured by the cash flow on the Class C and/or Class P Certificates.

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 or related Liquidation Proceeds or otherwise from collections related to the Mortgage Loan.

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 on its presentation and surrender.

Notional Amount: With respect to the Class C Interest and any Distribution Date, the aggregate Uncertificated Balance of the REMIC III Regular Interests (other than REMIC III Regular Interest LTP) immediately prior to Distribution Date.

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.

Opinion of Counsel: For the interpretation or application of the REMIC Provisions, counsel must (i) in fact be independent of the Depositor and the Master Servicer, (ii) not have any direct financial interest in the Depositor or the Master Servicer or in any affiliate of either, and (iii) not be connected with the Depositor or the Master Servicer as an officer, employee, promoter, underwriter, trustee, partner, director, or person performing similar functions. Otherwise, Opinion of Counsel is 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.

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

Optional Termination Date: The Distribution Date following the last day of the related Remittance Period on which the aggregate Stated Principal Balance of the Mortgage Loans and any REO Property declines to less than 10% of the sum of (i) the aggregate Stated Principal Balance of the Closing Date Mortgage Loans as of the Cut-off Date and (ii) the sum of aggregate Stated Principal Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-off Dates.

Original Group I Pre-Funded Amount: The amount deposited by the Depositor in the Group I Pre-Funding Account on the Closing Date, which amount is $45,944,421,87.

Original Group II Pre-Funded Amount. The amount deposited by the Depositor in the Group II Pre-Funding Account on the Closing Date, which amount is $46,368,232.74.

Original Pre-Funded Amounts: The Original Group I Pre-Funded Amount and the Original Group II Pre-Funded Amount, as applicable.

OTS: The Office of Thrift Supervision.

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 Prepayment Period related to that Due Date and that did not become a Liquidated Mortgage Loan before the Due Date.

Overcollateralization Amount: For any Distribution Date, the excess of

(a) the aggregate Stated Principal Balance of the Mortgage Loans as of the preceding Due Date plus any amounts on deposit in the Pre-Funding Accounts (exclusive of any investment income therein) over

(b) the aggregate Class Certificate Balance of the Class A, Subordinated and Class P Certificates as of that date (assuming the payment of 100% of the Principal Remittance Amount on those Certificates on that Distribution Date).

Overcollateralization Deficiency: For any Distribution Date, the excess of (a) the Overcollateralization Target Amount applicable to such Distribution Date over (b) the Overcollateralization Amount applicable to such Distribution Date.

Overcollateralization Target Amount: With respect to any Distribution Date: (i) before the Stepdown Date, an amount equal to 3.05% of the sum of the Cut-off Date Principal Balance of the Closing Date Mortgage Loans plus the Original Pre-Funded Amounts; (ii) on or after the Stepdown Date and provided that a Trigger Event is not in effect, an amount equal to the greater of (x) 6.10% of the then current aggregate outstanding Stated Principal Balance of the Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Scheduled Payments of principal due during the related Remittance Period to the extent received or advanced and Principal Prepayments received during the Prepayment Period related to such Distribution Date) and (y) $4,500,000; or (iii) if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Certificate Balance of the Class A and Class M Certificates to zero, the Overcollateralization Target Amount shall be zero.

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 Margin: For the Interest Accrual Period for each Distribution Date on or before the Optional Termination Date and: the Class A-I-1 Certificates, 0.230%; the Class A-I-2 Certificates, 0.320%; the Class A-II-1 Certificates, 0.100%; the Class A-II-2 Certificates, 0.170%; the Class A-II-3 Certificates, 0.250%; the Class A-II-4 Certificates, 0.350%; the Class M-1 Certificates, 0.440%; the Class M-2 Certificates, 0.470%; the Class M-3 Certificates, 0.480%; the Class M-4 Certificates, 0.620%; the Class M-5 Certificates, 0.680%; the Class M-6 Certificates, 0.800%; the Class M-7 Certificates, 2.000%; the Class M-8 Certificates, 2.500%; and the Class M-9 Certificates, 2.500%. For the Interest Accrual Period for each Distribution Date after the Optional Termination Date, the Pass-Through Margin for each of the Class A-I-1, Class A-I-2, Class A-II-1, Class A-II-2, Class A-II-3 and Class A-II-4 Certificates shall be 2 times its initial margin and the Pass-Through Margin for each Class of Subordinated Certificates shall be 1.5 times its initial margin.

Pass-Through Rate: With respect to any Class of Class A Certificates or Subordinated Certificates and any Distribution Date, the least of (x) LIBOR plus the related Pass-Through Margin for such Distribution Date, (y) the related Net WAC Cap for such Distribution Date and (z) the related Maximum Cap for such Distribution Date.

With respect to the Class C Interest and any Distribution Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (A) through (R) below, and the denominator of which is the aggregate Uncertificated Balance of REMIC III Regular Interest LTAA, REMIC III Regular Interest LTAI1, REMIC III Regular Interest LTAI2, REMIC III Regular Interest LTAII1, REMIC III Regular Interest LTAII2, REMIC III Regular Interest LTAII3, REMIC III Regular Interest LTAII4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8, REMIC III Regular Interest LTM9 and REMIC III Regular Interest LTZZ. For purposes of calculating the Pass-Through Rate for the Class C Interest, the numerator is equal to the sum of the following components:

(A) the REMIC III Remittance Rate for REMIC III Regular Interest LTAA minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTAA;

(B) the REMIC III Remittance Rate for REMIC III Regular Interest LTAI1 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTAI1;

(C) the REMIC III Remittance Rate for REMIC III Regular Interest LTAI2 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTAI2;

(D) the REMIC III Remittance Rate for REMIC III Regular Interest LTAII1 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTAII1;

(E) the REMIC III Remittance Rate for REMIC III Regular Interest LTAII2 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTAII2;

(F) the REMIC III Remittance Rate for REMIC III Regular Interest LTAII3 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTAII3;

(G) the REMIC III Remittance Rate for REMIC III Regular Interest LTAII4 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTAII4;

(H) the REMIC III Remittance Rate for REMIC III Regular Interest LTM1 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM1;

(I) the REMIC III Remittance Rate for REMIC III Regular Interest LTM2 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM2;

(J) the REMIC III Remittance Rate for REMIC III Regular Interest LTM3 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM3;

(K) the REMIC III Remittance Rate for REMIC III Regular Interest LTM4 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM4;

(L) the REMIC III Remittance Rate for REMIC III Regular Interest LTM5 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM5;

(M) the REMIC III Remittance Rate for REMIC III Regular Interest LTM6 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM6;

(N) the REMIC III Remittance Rate for REMIC III Regular Interest LTM7 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM7;

(O) the REMIC III Remittance Rate for REMIC III Regular Interest LTM8 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM8;

(P) the REMIC III Remittance Rate for REMIC III Regular Interest LTM9 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTM9;

(Q) the REMIC III Remittance Rate for REMIC III Regular Interest LTZZ minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC III Regular Interest LTZZ; and

(R)

100% of the interest on REMIC III Regular Interest LTP.

The Class P Certificates, Class R Certificates and Class R-X Certificates will not accrue interest and therefore will not have a Pass-Through Rate.

With respect to the Class C Certificates, 100% of the interest distributable to the Class C Interest, expressed as a per annum rate.

The Class IO Interest shall not have a Pass-Through Rate, but interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to REMIC III Regular Interest LTIO for such Distribution Date.

REMIC VII Regular Interest SWAP IO Interest shall not have a Pass-Through Rate, but interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to the Class IO Interest for such Distribution Date.

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

Performance Loan: Adjustable-rate Mortgage Loans that provide borrowers the potential of margin reduction for good payment history. If, at the time of evaluation, the related borrower has made scheduled payments in full since the origination of the loan with a maximum of one late payment (which, however, cannot be in the month of evaluation), the Mortgage Loan is eligible for a reduction (ranging from 0.50% to 1.00%) in the margin used to calculate the Mortgage Rate.

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

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 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 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 or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

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

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

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

(viii) securities (other than stripped bonds, stripped coupons, or instruments sold at a purchase price in excess of 115% of their face amount) bearing interest or sold at a discount, issued by any corporation incorporated under the laws of the United States or any state thereof, that, at the time of the investment, have one of the two highest ratings of each Rating Agency (except that 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 or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(ix) units of a taxable money-market portfolio having the highest rating assigned by each Rating Agency 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 the Rating Agencies that will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency.

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 Statement of Financial Accounting Standards No. 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)	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 created under this Agreement to fail to qualify as a REMIC at any time that the Certificates are outstanding.

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 FHLMC, a majority of its board of directors is not selected by such government unit.

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

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

Pre-Funding Accounts: The Group I Pre-Funding Account and the Group II Pre-Funding Account, as applicable.

Prepayment Charge: As to a Mortgage Loan, any charge paid by a Mortgagor in connection with certain partial prepayments and all prepayments in full made within the related Prepayment Charge Period, the Prepayment Charges with respect to each applicable Mortgage Loan so held by the Trust 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 contain the following information with respect to each Prepayment Charge:

	(i)	the Mortgage Loan account number;
	(ii)	a code indicating the type of Prepayment Charge;
	(iii)	the state of origination in which the related Mortgaged Property is located;

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

(v)

the term of the Prepayment Charge;

(vi)

the original principal amount of the related Mortgage Loan; and

(vii) the Cut-off Date Principal Balance or Subsequent Cut-off Date Principal Balance, as applicable, 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 and a copy of the amended schedule shall be delivered to the NIM Insurer.

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 December 2005, 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 Date (or, in the case of the first Distribution Date, on or after December 1, 2005) 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 Master 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 16^th day of the month immediately prior to the month of such Distribution Date (or, in the case of the first Distribution Date, on December 1, 2005) to and including the 15^th day of the month of such Distribution Date.

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

Principal Distribution Amount: For any Distribution Date, the sum of (i) the Basic Principal Distribution Amount for the Distribution Date and (ii) the Extra Principal Distribution Amount for the Distribution Date.

Principal Prepayment: Any payment of principal by a Mortgagor on a Mortgage Loan (including the Purchase Price of any modified Mortgage Loan purchased pursuant to Section 3.12(c)) that is received in advance of its scheduled Due Date and is not accompanied by an amount representing scheduled interest due on any date 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 Remittance Amount: For any Distribution Date and Loan Group, the sum of the following amounts (without duplication) with respect to the Mortgage Loans in such Loan Group:

(i) the principal portion of previously undistributed Scheduled Payments due after the Cut-off Date and by the Due Date occurring in the related Remittance Period that were not the subject of a previous Advance and were received by the Master Servicer before the related Determination Date or were part of the Advance for the Determination Date;

(ii) each Principal Prepayment received by the Master Servicer during the related Prepayment Period;

(iii) the Liquidation Proceeds on the Mortgage Loans allocable to principal and Subsequent Recoveries actually collected by the Master Servicer during the preceding calendar month;

(iv) the principal portion of the purchase price with respect to each Deleted Mortgage Loan, the repurchase obligation for which arose during the preceding calendar month and that was repurchased before the related Distribution Account Deposit Date;

(v) the principal portion of any Substitution Adjustment Amounts in connection with a substitution of a Mortgage Loan as of the Distribution Date; and

(vi) the proceeds received with respect to the termination of the Trust Fund (to the extent such proceeds relate to principal);

minus

(vii) any Net Swap Payment or Swap Termination Payment (not due to a Swap Provider Trigger Event) deposited in the Supplemental Interest Trust for payment to the Swap Provider on such Distribution Date (to the extent not paid from interest collections).

Private Certificates: As specified in the Preliminary Statement.

Prospectus Supplement: The Prospectus Supplement dated December 20, 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 2.01, 2.02, 2.03 or 2.05 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 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 a Mortgage Loan to be repurchased 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(c).

Qualified Insurer: A mortgage guaranty insurance company duly qualified as such under the laws of the state of its principal place of business and each state having jurisdiction over 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 an FNMA- or FHLMC-approved mortgage insurer or having a claims paying ability rating of at least “AA” or an 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: The excess of the Stated Principal Balance of a defaulted Mortgage Loan over the net Liquidation Proceeds with respect thereto that are allocated to the principal balance of such Mortgage Loan. 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.

Record Date: For the Class A and Subordinated Certificates held in book-entry form, the close of business on the Business Day before the related Distribution Date. For any Definitive Certificate, the close of business on the last Business Day of the month preceding the month of the related Distribution Date.

Reference Bank: As defined in Section 4.07.

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

Regular Certificates: Any Class A, Class M, Class C or Class P Certificate.

Relief Act: The Servicemembers Civil Relief Act.

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

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

REMIC I: The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to which a REMIC election is to be made, consisting of: (i) such Mortgage Loans and Prepayment Charges as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof; (ii) any REO Property, together with all collections thereon and proceeds thereof; (iii) the Trustee’s rights with respect to the Mortgage Loans under all insurance policies, required to be maintained pursuant to this Agreement and any proceeds thereof; (iv) the Depositor’s rights under this Agreement (including any security interest created thereby) to the extent conveyed pursuant to Section 2.01; and (v) the Collection Account, the Distribution Account and such assets that are deposited therein

from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto. Notwithstanding the foregoing, however, REMIC I specifically excludes the Pre-Funding Accounts, any Subsequent Mortgage Loan Interest, the Excess Reserve Fund Account, the Interest Coverage Account, the Cap Contract, the Supplemental Interest Trust, the Swap Agreement, all payments and other collections of principal and interest due on the Mortgage Loans on or before the Cut-off Date and all Prepayment Charges payable in connection with Principal Prepayments made before the Cut-off Date.

REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a regular interest in REMIC I. Each REMIC I Regular Interest shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LT1: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT1 shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LT1PF: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT1PF shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LT2: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT2 shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LT2PF: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT2PF shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LTP: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTP shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Remittance Rate: With respect to REMIC I Regular Interest I-LT1 and (i) for the first two Distribution Dates, the weighted average of the Adjusted Net Mortgage Rates of the Initial Group I Mortgage Loans and (ii) thereafter, the weighted average of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With respect to REMIC I Regular Interest I-LT2, and (i) for the first two Distribution Dates, the weighted average of the Adjusted Net Mortgage Rates of the Initial Group II Mortgage Loans and (ii) thereafter, the weighted average of the Adjusted Net Mortgage Rates of the Group II Mortgage Loans. With respect to REMIC I Regular Interest I-LT1PF and (i) the first two Distribution Dates, 0.000% and (ii) thereafter, the weighted average of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With respect to REMIC I Regular Interest I-LT2PF and (i) the first two Distribution Dates, 0.000% and (ii) thereafter, the weighted average of the Adjusted Net Mortgage Rates of the Group II Mortgage Loans. With respect to REMIC I Regular Interest I-LTP, 0.000%.

REMIC II Group I Regular Interests: REMIC II Regular Interest I and REMIC II Regular Interest I-1-A through REMIC II Regular Interest I-44-B as designated in the Preliminary Statement hereto.

REMIC II Group II Regular Interests: REMIC II Regular Interest II and REMIC II Regular Interest II-1-A through REMIC II Regular Interest II-44-B as designated in the Preliminary Statement hereto.

REMIC II Regular Interest: Any of the separate non certificated beneficial ownership interests in REMIC II issued hereunder and designated as a “regular interest” in REMIC II. Each REMIC II Regular Interest shall accrue interest at the related REMIC II Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC II Regular Interests are set forth in the Preliminary Statement hereto. The REMIC II Regular Interests consist of the REMIC II Group I Regular Interests, REMIC II Group II Regular Interests and REMIC II Regular Interest P.

REMIC II Remittance Rate: With respect to REMIC II Regular Interest I, a per annum rate equal to the weighted average Net Mortgage Rate of Loan Group I. With respect to REMIC II Regular Interest P, 0.000%. With respect to each REMIC II Group I Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average Net Mortgage Rate of Loan Group I multiplied by 2, subject to a maximum rate of 9.6380%. With respect to each REMIC II Group I Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average Net Mortgage Rate of Loan Group I over (ii) 9.6380% and (y) 0.00%. With respect to REMIC II Regular Interest II, a per annum rate equal to the weighted average Net Mortgage Rate of Loan Group II. With respect to each REMIC II Group II Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average Net Mortgage Rate of Loan Group II multiplied by 2, subject to a maximum rate of 9.6380%. With respect to each REMIC II Group II Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average Net Mortgage Rate of Loan Group II over (ii) 9.6380% and (y) 0.00%.

REMIC III Interest Loss Allocation Amount: With respect to any Distribution Date, an amount (subject to adjustment based on the actual number of days elapsed in the respective Interest Accrual Periods for the indicated Regular Interests for such Distribution Date) equal to (a) the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC III Remittance Rate for REMIC III Regular Interest LTAA minus the Marker Rate, divided by (b) 12.

REMIC III Marker Allocation Percentage: 50% of any amount payable or loss attributable from the Mortgage Loans, which shall be allocated to REMIC III Regular Interest LTAA, REMIC III Regular Interest LTAI1, REMIC III Regular Interest LTAI2, REMIC III Regular Interest LTAII1, REMIC III Regular Interest LTAII2, REMIC III Regular Interest LTAII3, REMIC III Regular Interest LTAII4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8, REMIC III Regular Interest LTM9, REMIC III Regular Interest LTZZ and REMIC III Regular Interest LTP.

REMIC III Overcollateralization Target Amount: 0.50% of the Overcollateralization Target Amount.

REMIC III Overcollateralized Amount: With respect to any date of determination, (i) 0.50% of the aggregate Uncertificated Balance of the REMIC III Regular Interests (other than REMIC III Regular Interest LTP) minus (ii) the aggregate Uncertificated Balance of REMIC III Regular Interest LTAI1, REMIC III Regular Interest LTAI2, REMIC III Regular Interest LTAII1, REMIC III Regular Interest LTAII2, REMIC III Regular Interest LTAII3, REMIC III Regular Interest LTAII4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8 and REMIC III Regular Interest LTM9, in each case as of such date of determination.

REMIC III Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) one (1) minus a fraction, the numerator of which is two (2) times the aggregate Uncertificated Balance of REMIC III Regular Interest LTAI1, REMIC III Regular Interest LTAI2, REMIC III Regular Interest LTAII1, REMIC III Regular Interest LTAII2, REMIC III Regular Interest LTAII3, REMIC III Regular Interest LTAII4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8, and REMIC III Regular Interest LTM9 and the denominator of which is the aggregate Uncertificated Balance of REMIC III Regular Interest LTAI1, REMIC III Regular Interest LTAI2, REMIC III Regular Interest LTAII1, REMIC III Regular Interest LTAII2, REMIC III Regular Interest LTAII3, REMIC III Regular Interest LTAII4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8, REMIC III Regular Interest LTM9 and REMIC III Regular Interest LTZZ.

REMIC III Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a regular interest in REMIC III. Each REMIC III Regular Interest shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal (other than the REMIC III Regular Interest LTIO), subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LT1GRP: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LT1GRP shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof,

in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LT1SUB: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LT1SUB shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LT2GRP: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LT2GRP shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LT2SUB: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LT2SUB shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTAA: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTAA shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTAI1: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTAI1 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTAI2: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTAI2 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTAII1: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTAII1 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTAII2: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTAII2 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTAII3: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTAII3 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTAII4: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTAII4 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTIO: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTIO shall accrue interest at the related REMIC III Remittance Rate in effect from time to time on its Uncertificated Notional Amount as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM1: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM1 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM2: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM2 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM3: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM3 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM4: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM4 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an

aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM5: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM5 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM6: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM6 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM7: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM7 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM8: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM8 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTM9: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTM9 shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTP: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTP shall be entitled to any Prepayment Charges collected by the Master Servicer and to a distribution of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTXX: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTXX shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Regular Interest LTZZ: One of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest LTZZ shall accrue interest at the related REMIC III Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC III Remittance Rate: With respect to REMIC III Regular Interest LTAA, REMIC III Regular Interest LTAI1, REMIC III Regular Interest LTAI2, REMIC III Regular Interest LTAII1, REMIC III Regular Interest LTAII2, REMIC III Regular Interest LTAII3, REMIC III Regular Interest LTAII4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8, REMIC III Regular Interest LTM9, REMIC III Regular Interest LTZZ, REMIC III Regular Interest LT1SUB, REMIC III Regular Interest LT2SUB and REMIC III Regular Interest LTXX, a per annum rate (but not less than zero) equal to the weighted average of (w) with respect to REMIC II Regular Interest I and REMIC II Regular Interest II, the REMIC II Remittance Rate for such REMIC II Regular Interest for each such Distribution Date, (x) with respect to REMIC II Regular Interests ending with the designation “B”, the weighted average of the REMIC II Remittance Rates for such REMIC II Regular Interests, weighted on the basis of the Uncertificated Balance of such REMIC II Regular Interests for each such Distribution Date and (y) with respect to REMIC II Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for each such REMIC II Regular Interest listed below, weighted on the basis of the Uncertificated Balance of each such REMIC II Regular Interest for each such Distribution Date:

Distribution Date	REMIC II Regular Interest	Rate
1^st through 4th	I-1-A through I-44-A	REMIC II Remittance Rate
	II-1-A through II-44-A	REMIC II Remittance Rate
5	I-1-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
6	I-2-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-2-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate REMIC II Remittance Rate
	I-1-A	REMIC II Remittance Rate
	II-1-A	REMIC II Remittance Rate
7	I-3-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-3-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A and I-2-A	REMIC II Remittance Rate
	II-1-A and II-2-A	REMIC II Remittance Rate
8	I-4-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-4-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-3-A	REMIC II Remittance Rate
	II-1-A through II-3-A	REMIC II Remittance Rate
9	I-5-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-5-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-4-A	REMIC II Remittance Rate
	II-1-A through II-4-A	REMIC II Remittance Rate
10	I-6-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-6-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-5-A	REMIC II Remittance Rate
	II-1-A through II-5-A	REMIC II Remittance Rate
11	I-7-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-7-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-6-A	REMIC II Remittance Rate
	II-1-A through II-6-A	REMIC II Remittance Rate
12	I-8-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-8-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-7-A	REMIC II Remittance Rate
	II-1-A through II-7-A	REMIC II Remittance Rate
13	I-9-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-9-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-8-A	REMIC II Remittance Rate
	II-1-A through II-8-A	REMIC II Remittance Rate
14	I-10-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate

	II-10-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-9-A	REMIC II Remittance Rate
	II-1-A through II-9-A	REMIC II Remittance Rate
15	I-11-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-11-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-10-A	REMIC II Remittance Rate
	II-1-A through II-10-A	REMIC II Remittance Rate
16	I-12-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-12-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-11-A	REMIC II Remittance Rate
	II-1-A through II-11-A	REMIC II Remittance Rate
17	I-13-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-13-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-12-A	REMIC II Remittance Rate

Distribution Date	REMIC II Regular Interest	Rate
	II-1-A through II-12-A	REMIC II Remittance Rate
18	I-14-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-14-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-13-A	REMIC II Remittance Rate
	II-1-A through II-13-A	REMIC II Remittance Rate
19	I-15-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-15-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-14-A	REMIC II Remittance Rate
	II-1-A through II-14-A	REMIC II Remittance Rate
20	I-16-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-16-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-15-A	REMIC II Remittance Rate
	II-1-A through II-15-A	REMIC II Remittance Rate
21	I-17-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-17-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-16-A	REMIC II Remittance Rate
	II-1-A through II-16-A	REMIC II Remittance Rate
22	I-18-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-18-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-17-A	REMIC II Remittance Rate
	II-1-A through II-17-A	REMIC II Remittance Rate
23	I-19-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-19-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-18-A	REMIC II Remittance Rate
	II-1-A through II-18-A	REMIC II Remittance Rate
24	I-20-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-20-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-19-A	REMIC II Remittance Rate
	II-1-A through II-19-A	REMIC II Remittance Rate
25	I-21-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-21-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-20-A	REMIC II Remittance Rate
	II-1-A through II-20-A	REMIC II Remittance Rate
26	I-22-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-22-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-21-A	REMIC II Remittance Rate
	II-1-A through II-21-A	REMIC II Remittance Rate
27	I-23-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-23-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-22-A	REMIC II Remittance Rate
	II-1-A through II-22-A	REMIC II Remittance Rate
28	I-24-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-24-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-23-A	REMIC II Remittance Rate
	II-1-A through II-23-A	REMIC II Remittance Rate
29	I-25-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-25-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-24-A	REMIC II Remittance Rate
	II-1-A through II-24-A	REMIC II Remittance Rate
30	I-26-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-26-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-25-A	REMIC II Remittance Rate
	II-1-A through II-25-A	REMIC II Remittance Rate
31	I-27-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-27-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-26-A	REMIC II Remittance Rate
	II-1-A through II-26-A	REMIC II Remittance Rate
32	I-28-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-28-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-27-A	REMIC II Remittance Rate
	II-1-A through II-27-A	REMIC II Remittance Rate
33	I-29-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-29-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-28-A	REMIC II Remittance Rate
	II-1-A through II-28-A	REMIC II Remittance Rate
34	I-30-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-30-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-29-A	REMIC II Remittance Rate
	II-1-A through II-29-A	REMIC II Remittance Rate
35	I-31-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-31-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-30-A	REMIC II Remittance Rate
	II-1-A through II-30-A	REMIC II Remittance Rate
36	I-32-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate

Distribution Date	REMIC II Regular Interest	Rate
	II-32-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-31-A	REMIC II Remittance Rate
	II-1-A through II-31-A	REMIC II Remittance Rate
37	I-33-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-33-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-32-A	REMIC II Remittance Rate
	II-1-A through II-32-A	REMIC II Remittance Rate
38	I-34-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-34-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-33-A	REMIC II Remittance Rate
	II-1-A through II-33-A	REMIC II Remittance Rate
39	I-35-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-35-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-34-A	REMIC II Remittance Rate
	II-1-A through II-34-A	REMIC II Remittance Rate
40	I-36-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-36-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-35-A	REMIC II Remittance Rate
	II-1-A through II-35-A	REMIC II Remittance Rate
41	I-37-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-37-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-36-A	REMIC II Remittance Rate
	II-1-A through II-36-A	REMIC II Remittance Rate
42	I-38-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-38-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-37-A	REMIC II Remittance Rate
	II-1-A through II-37-A	REMIC II Remittance Rate
43	I-39-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-39-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-38-A	REMIC II Remittance Rate
	II-1-A through II-38-A	REMIC II Remittance Rate
44	I-40-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-40-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-39-A	REMIC II Remittance Rate
	II-1-A through II-39-A	REMIC II Remittance Rate
45	I-41-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-41-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-40-A	REMIC II Remittance Rate
	II-1-A through II-40-A	REMIC II Remittance Rate
46	I-42-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-42-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-41-A	REMIC II Remittance Rate
	II-1-A through II-41-A	REMIC II Remittance Rate
47	I-43-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-43-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-42-A	REMIC II Remittance Rate
	II-1-A through II-42-A	REMIC II Remittance Rate
48	I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-43-A	REMIC II Remittance Rate
	II-1-A through II-43-A	REMIC II Remittance Rate
thereafter	I-1-A through I-44-A	REMIC II Remittance Rate
	II-1-A through II-44-A	REMIC II Remittance Rate

With respect to REMIC III Regular Interest LT1GRP, a per annum rate (but not less than zero) equal to the weighted average of (w) with respect to REMIC II Regular Interest I, the REMIC II Remittance Rate for such REMIC II Regular Interest for each such Distribution Date, (x) with respect to REMIC II Group I Regular Interests ending with the designation “B”, the weighted average of the REMIC II Remittance Rates for such REMIC II Regular Interests, weighted on the basis of the Uncertificated Balance of each such REMIC II Regular Interest for each such Distribution Date and (y) with respect to REMIC II Group I Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for such REMIC II Regular Interests listed below, weighted on the basis of the Uncertificated Balance of each such REMIC II Regular Interest for each such Distribution Date:

Distribution Date	REMIC II Regular Interest	Rate
1^st through 4th	I-1-A through I-44-A	REMIC II Remittance Rate
5	I-1-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
6	I-2-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A	REMIC II Remittance Rate

7	I-3-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A and I-2-A	REMIC II Remittance Rate

8	I-4-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-3-A	REMIC II Remittance Rate

9	I-5-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-4-A	REMIC II Remittance Rate

10	I-6-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-5-A	REMIC II Remittance Rate

11	I-7-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-6-A	REMIC II Remittance Rate

12	I-8-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-7-A	REMIC II Remittance Rate

13	I-9-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-8-A	REMIC II Remittance Rate

14	I-10-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-9-A	REMIC II Remittance Rate

15	I-11-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-10-A	REMIC II Remittance Rate

16	I-12-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-11-A	REMIC II Remittance Rate

17	I-13-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-12-A	REMIC II Remittance Rate

18	I-14-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-13-A	REMIC II Remittance Rate

19	I-15-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-14-A	REMIC II Remittance Rate

20	I-16-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-15-A	REMIC II Remittance Rate

21	I-17-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-16-A	REMIC II Remittance Rate

22	I-18-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-17-A	REMIC II Remittance Rate

23	I-19-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-18-A	REMIC II Remittance Rate

24	I-20-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-19-A	REMIC II Remittance Rate

25	I-21-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-20-A	REMIC II Remittance Rate

26	I-22-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-21-A	REMIC II Remittance Rate

27	I-23-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-22-A	REMIC II Remittance Rate

28	I-24-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-23-A	REMIC II Remittance Rate

Distribution Date	REMIC II Regular Interest	Rate
29	I-25-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-24-A	REMIC II Remittance Rate

30	I-26-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-25-A	REMIC II Remittance Rate

31	I-27-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-26-A	REMIC II Remittance Rate

32	I-28-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-27-A	REMIC II Remittance Rate

33	I-29-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-28-A	REMIC II Remittance Rate

34	I-30-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-29-A	REMIC II Remittance Rate

35	I-31-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-30-A	REMIC II Remittance Rate

36	I-32-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-31-A	REMIC II Remittance Rate

37	I-33-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-32-A	REMIC II Remittance Rate

38	I-34-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-33-A	REMIC II Remittance Rate

39	I-35-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-34-A	REMIC II Remittance Rate

40	I-36-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-35-A	REMIC II Remittance Rate

41	I-37-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-36-A	REMIC II Remittance Rate

42	I-38-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-37-A	REMIC II Remittance Rate

43	I-39-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-38-A	REMIC II Remittance Rate
44	I-40-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-39-A	REMIC II Remittance Rate

45	I-41-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-40-A	REMIC II Remittance Rate

46	I-42-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-41-A	REMIC II Remittance Rate

47	I-43-A through I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-42-A	REMIC II Remittance Rate

48	I-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	I-1-A through I-44-A	REMIC II Remittance Rate

thereafter	I-1-A through I-44-A	REMIC II Remittance Rate

With respect to REMIC III Regular Interest LT2GRP, a per annum rate (but not less than zero) equal to the weighted average of (w) with respect to REMIC II Regular Interest II, the REMIC II Remittance Rate for such REMIC II Regular Interest for each such Distribution Date, (x) with respect to REMIC II Group II Regular Interests ending with the designation “B”, the weighted average of the REMIC II Remittance Rates for such REMIC II Regular Interests, weighted on the basis of the Uncertificated Balance of each such REMIC II Regular Interest for each such Distribution Date and (y) with respect to REMIC II Group II Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for such REMIC II Regular Interests listed below, weighted on the basis of the Uncertificated Balance of each such REMIC II Regular Interest for each such Distribution Date:

Distribution Date	REMIC II Regular Interest	Rate
1^st through 4th	II-1-A through II-44-A	REMIC II Remittance Rate
5	II-1-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate

6	II-2-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A	REMIC II Remittance Rate

7	II-3-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A and II-2-A	REMIC II Remittance Rate

8	II-4-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-3-A	REMIC II Remittance Rate

9	II-5-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-4-A	REMIC II Remittance Rate

10	II-6-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-5-A	REMIC II Remittance Rate

11	II-7-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-6-A	REMIC II Remittance Rate

12	II-8-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-7-A	REMIC II Remittance Rate

13	II-9-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-8-A	REMIC II Remittance Rate

14	II-10-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-9-A	REMIC II Remittance Rate

15	II-11-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-10-A	REMIC II Remittance Rate

16	II-12-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-11-A	REMIC II Remittance Rate

17	II-13-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-12-A	REMIC II Remittance Rate

18	II-14-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-13-A	REMIC II Remittance Rate

19	II-15-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-14-A	REMIC II Remittance Rate

20	II-16-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-15-A	REMIC II Remittance Rate

21	II-17-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-16-A	REMIC II Remittance Rate

22	II-18-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-17-A	REMIC II Remittance Rate

Distribution Date	REMIC II Regular Interest	Rate
23	II-19-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-18-A	REMIC II Remittance Rate

24	II-20-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-19-A	REMIC II Remittance Rate

25	II-21-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-20-A	REMIC II Remittance Rate

26	II-22-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-21-A	REMIC II Remittance Rate

27	II-23-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-22-A	REMIC II Remittance Rate

28	II-24-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-23-A	REMIC II Remittance Rate

29	II-25-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-24-A	REMIC II Remittance Rate

30	II-26-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-25-A	REMIC II Remittance Rate

31	II-27-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-26-A	REMIC II Remittance Rate

32	II-28-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-27-A	REMIC II Remittance Rate

33	II-29-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-28-A	REMIC II Remittance Rate

34	II-30-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-29-A	REMIC II Remittance Rate

35	II-31-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-30-A	REMIC II Remittance Rate

36	II-32-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-31-A	REMIC II Remittance Rate

37	II-33-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-32-A	REMIC II Remittance Rate

38	II-34-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-33-A	REMIC II Remittance Rate

39	II-35-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-34-A	REMIC II Remittance Rate

40	II-36-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-35-A	REMIC II Remittance Rate

41	II-37-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-36-A	REMIC II Remittance Rate

42	II-38-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-37-A	REMIC II Remittance Rate

43	II-39-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-38-A	REMIC II Remittance Rate

44	II-40-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-39-A	REMIC II Remittance Rate

45	II-41-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-40-A	REMIC II Remittance Rate

46	II-42-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-41-A	REMIC II Remittance Rate

Distribution Date	REMIC II Regular Interest	Rate
47	II-43-A through II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-42-A	REMIC II Remittance Rate

48	II-44-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance Rate
	II-1-A through II-43-A	REMIC II Remittance Rate

thereafter	II-1-A through II-44-A	REMIC II Remittance Rate

With respect to REMIC III Regular Interest LTIO and (a) the first 4 Distribution Dates, the excess of (i) the REMIC II Remittance Rates for REMIC II Regular Interests ending with the designation “A” over (ii) the REMIC II Remittance Rates for REMIC II Regular Interests ending with the designation “A” and (b) thereafter, the excess of (i) the weighted average of the REMIC II Remittance Rates for REMIC II Regular Interests ending with the designation “A”, over (ii) 2 multiplied by Swap LIBOR.

With respect to REMIC III Regular Interest LTP, 0.000%.

REMIC III Sub WAC Allocation Percentage: 50% of any amount payable from or loss attributable to the Mortgage Loans, which shall be allocated to REMIC III Regular Interest LT1SUB, REMIC III Regular Interest LT1GRP, REMIC III Regular Interest LT2SUB, REMIC III Regular Interest LT2GRP and REMIC III Regular Interest LTXX.

REMIC III Subordinated Balance Ratio: The ratio between the Uncertificated Balances of each REMIC III Regular Interest ending with the designation “SUB”, equal to the ratio between, with respect to each such REMIC III Regular Interest, the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Balance of Class A Certificates in the related Loan Group.

REMIC IV Regular Interest: Any of the Class C Interest, Class P Interest, Class IO Interest, and any “regular interest” in REMIC IV the ownership of which is represented by a Class A Certificate or Class M Certificate.

REMIC V Regular Interest: Any “regular interest” in REMIC V the ownership of which is represented by a Class C Certificate.

REMIC VI Regular Interest: Any “regular interest” in REMIC VI the ownership of which is represented by a Class P Certificate.

REMIC Provisions: Provisions of the federal income tax law relating to REMICs, 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.

REMIC Regular Interest: A REMIC I Regular Interest, REMIC II Regular Interest, REMIC III Regular Interest, REMIC IV Regular Interest, REMIC V Regular Interest or REMIC VI Regular Interest.

REMIC Remittance Rate: The REMIC I Remittance Rate, the REMIC II Remittance Rate or the REMIC III Remittance Rate, as applicable.

Remittance 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.

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.

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 or the Supplemental Interest Trust Administrator, any Vice President (however denominated), any Assistant Vice President, any Assistant Secretary, any Assistant Treasurer, any Trust Officer or any other officer of the Trustee or the Supplemental Interest Trust Administrator, as applicable, 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.

S&P: Standard & Poor’s Ratings Services, 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 Ratings Services, 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 Payment: The scheduled monthly payment on a Mortgage Loan allocable to principal and/or interest on the Mortgage Loan that, 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 the Mortgage Loan.

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

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

Senior Enhancement Percentage: For any Distribution Date, the Credit Enhancement Percentage for the Class A Certificates.

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:

(i)

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

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

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.

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 for such Due Date (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to the sum of: (i) the payment of principal due on such Due Date and irrespective of any delinquency in payment by the related Mortgagor and (ii) any Liquidation Proceeds allocable to principal received in the prior calendar month and any Principal Prepayments received through the last day of the related Prepayment Period, in each case, with respect to such Mortgage Loan.

Stepdown Date: The earlier to occur of (a) the first Distribution Date on which the aggregate Class Certificate Balance of the Class A Certificates is reduced to zero, and (b) the later to occur of (i) the Distribution Date in January 2009 and (ii) the first Distribution Date on which the Senior Enhancement Percentage (calculated for this purpose only after taking into account distributions of principal on the Mortgage Loans on the last day of the related Remittance Period but before any application of Principal Distribution Amount to the Certificates) is greater than or equal to 42.40%.

Subordinated Certificates: As specified in the Preliminary Statement.

Subordinated Maximum Cap: For each Class of Subordinated Certificates as of any Distribution Date, the per annum rate equal to the weighted average (weighted in proportion to the results of subtracting from the aggregate Stated Principal Balance of the Mortgage Loans of each Loan Group, the current aggregate Class Certificate Balance of the related Class A Certificates) of (i) the Group I Maximum Cap for that Distribution Date and (ii) the Group II Maximum Cap for that Distribution Date.

Subordinated Net WAC Cap: For each Class of Subordinated Certificates as of any Distribution Date, the per annum rate equal to the weighted average (weighted in proportion to the results of subtracting from the aggregate Stated Principal Balance of the Mortgage Loans in each Loan Group, the current aggregate Class Certificate Balance of the related Class A Certificates) of (i) the Group I Net WAC Cap for that Distribution Date and (ii) the Group II Net WAC Cap for that Distribution Date.

For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC III Remittance Rate on REMIC III Regular Interest II-LT1SUB (subject to a cap and a floor equal to the REMIC III Remittance Rate on REMIC III Regular Interest LT1GRP) and REMIC III Regular Interest LT2SUB (subject to a cap and a floor equal to the REMIC III Remittance Rate on REMIC III Regular Interest LT2GRP), weighted on the basis of the Uncertificated Balance of each such REMIC III Regular Interest.

Subordination Reduction Amount: For any Distribution Date, the lesser of (a) the Excess Overcollateralization Amount and (b) the Total Monthly Excess Spread.

Subsequent Cut-off Date: As to any Subsequent Mortgage Loans, the later of (i) the first day of the month in which the related Subsequent Transfer Date occurs or (ii) the date of origination of such Subsequent Mortgage Loan.

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

Subsequent Mortgage Loan: A Mortgage Loan sold by the Seller to the Depositor and the Depositor to the Trust Fund pursuant to Section 2.07, such Mortgage Loan being identified on the Mortgage Loan Schedule attached to a Subsequent Transfer Instrument.

Subsequent Mortgage Loan Interest: Any amount constituting (i) a monthly payment of interest received or advanced at the Net Mortgage Rate with respect to a Subsequent Mortgage Loan in Loan Group I during the Remittance Period relating to the first two Distribution Dates in excess of 0.000% per annum and (ii) a monthly payment of interest received or advanced at the Net Mortgage Rate with respect to a Subsequent Mortgage Loan in Loan Group II during the Remittance Period relating to the first two Distribution Dates in excess of 0.000% per annum. The Subsequent Mortgage Loan Interest shall be distributable to the Class C Certificates. The Subsequent Mortgage Loan Interest shall not be an asset of any REMIC.

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.

Subsequent Transfer Date: With respect to each Subsequent Transfer Instrument, the date on or before the end of the Funding Period on which the related Subsequent Mortgage Loans are sold to the Trust Fund.

Subsequent Transfer Instrument: Each Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed by the Trustee and the Depositor substantially in the form attached hereto as Exhibit Q, by which Subsequent Mortgage Loans are transferred to the Trust Fund.

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;

(ii) be accruing interest at a rate no lower than and not more than 1% per annum higher than, that of the Deleted Mortgage Loan;

(iii)

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

(iv) 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;

(v) have a Margin not more than 1% per annum higher than, and not lower than that of the Deleted Mortgage Loan;

(vi) have the same Index and same time period between reset periods as 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;
	(ix)	comply with each representation and warranty in Section 2.03; and
	(x)	satisfy the criteria for inclusion in the applicable Loan Group.

Substitution Adjustment Amount: As defined in Section 2.03.

Supplemental Interest Trust: The corpus of a trust created pursuant to Section 4.05 of this Agreement and designated as the “Supplemental Interest Trust,” consisting of the Swap Agreement, the Class IO Interest and the right to receive payments in respect of the Class IO Distribution Amount. For the avoidance of doubt, the Supplemental Interest Trust does not constitute a part of the Trust Fund.

Supplemental Interest Trust Administrator: Deutsche Bank National Trust Company and its successor and, if a successor is appointed under this Agreement, such successor.

Swap Agreement: The interest rate swap agreement, dated December 23, 2005, between the Supplemental Interest Trust Administrator, as trustee on behalf of the Supplemental Interest Trust, and the Swap Provider, which agreement provides for Net Swap Payments and Swap Termination Payments to be paid, as provided therein, together with any schedules, confirmations or other agreements relating thereto, attached hereto as Exhibit K.

Swap LIBOR: LIBOR as determined pursuant to the Swap Agreement.

Swap Provider: The party to the Swap Agreement either (a) entitled to receive payments from the Supplemental Interest Trust or (b) required to make payments to the Supplemental Interest Trust, in either case pursuant to the terms of the Swap Agreement, and any successor in interest or assign. Initially, the Swap Provider shall be UBS AG.

Swap Provider Trigger Event: A Swap Provider Trigger Event shall have occurred if any of an Event of Default (under the Swap Agreement) with respect to which the Swap Provider is a Defaulting Party, a Termination Event (under the Swap Agreement) with respect to which the Swap Provider is the sole Affected Party or an Additional Termination Event (under the Swap Agreement) with respect to which the Swap Provider is the sole Affected Party has occurred.

Swap Termination Payment: Upon the designation of an “Early Termination Date” as defined in the Swap Agreement, the payment to be made by the Supplemental Interest Trust to the Swap Provider, or by the Swap Provider to the Supplemental Interest Trust, as applicable, pursuant to the terms of the Swap Agreement.

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

Total Monthly Excess Spread: For any Distribution Date, the excess of (i) Available Funds during the related Remittance Period over (ii) the sum of the amounts paid to the Certificates on the Distribution Date pursuant to Sections 4.02(I)(a) and (b).

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

Trigger Event: A Trigger Event exists if with respect to any Distribution Date on or after the Stepdown Date, (A) the quotient of (x) the three month rolling average of the Stated Principal Balance of 60+ Day Delinquent Loans as of the preceding calendar month over (y) the aggregate Stated Principal Balance of the Mortgage Loans, as of the last day of the preceding calendar month, equals or exceeds 37.70% of the Senior Enhancement Percentage, or (B) a Cumulative Net Loss Trigger Event is in effect.

Trust: The trust created under this Agreement.

Trust Fund: The corpus of the Trust consisting of:

	(i)	REMIC I;
	(ii)	REMIC II;
	(iii)	REMIC III;
	(iv)	REMIC IV;
	(v)	REMIC V;
	(vi)	REMIC VI;
	(vii)	REMIC VII;
	(viii)	the Pre-Funding Accounts;
	(ix)	the Interest Coverage Accounts;
	(x)	the Cap Contract; and
	(xi)	the Excess Reserve Fund Account.

Trust REMIC: Any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI or REMIC VII.

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

Trustee Fee: As to each Mortgage Loan and any Distribution Date, one month’s interest at the related Trustee Fee Rate on the Stated Principal Balance of the Mortgage Loan as of the Due Date occurring in the preceding calendar month (or, whenever a payment of interest accompanies a Principal Prepayment in Full made by the Mortgagor during the preceding calendar month, interest at the Trustee Fee Rate on the Stated Principal Balance of the Mortgage Loan for the period covered by the payment of interest) plus the aggregate amount on deposit in the Pre-Funding Accounts as of the Due Date occurring in the preceding calendar month (or, in the case of the initial Distribution Date, as of the Closing Date).

Trustee Fee Rate: For each Mortgage Loan, the per annum rate agreed upon in writing by the Closing Date by the Trustee and the Depositor.

Uncertificated Balance: The amount of any REMIC Regular Interest (other than the REMIC III Regular Interest LTIO) outstanding as of any date of determination. As of the Closing Date, the Uncertificated Balance of each REMIC Regular Interest (other than the REMIC III Regular Interest LTIO) shall equal the amount set forth in the Preliminary Statement hereto as its initial uncertificated balance. On each Distribution Date, the Uncertificated Balance of each REMIC Regular Interest (other than the REMIC III Regular Interest LTIO) shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Distribution Date pursuant to Section 4.08 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.08. The Uncertificated Balance of REMIC III Regular Interest LTZZ shall be increased by interest deferrals as provided in Section 4.08(I)(1). The Uncertificated Balance of each REMIC Regular Interest (other than the REMIC III Regular Interest LTIO) shall never be less than zero. With respect to the Class C Interest as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC III Regular Interests over (B) the then aggregate Certificate Balance of the Class A Certificates, Subordinated Certificates and Class P Certificates then outstanding.

Uncertificated Interest: With respect to any REMIC Regular Interest for any Distribution Date, one month’s interest at the REMIC Remittance Rate applicable to such REMIC Regular Interest for such Distribution Date, accrued on the Uncertificated Balance or Uncertificated Notional Amount thereof immediately prior to such Distribution Date. Uncertificated Interest in respect of any REMIC Regular Interest shall accrue on the basis of a 360-day year consisting of twelve 30-day months. Uncertificated Interest with respect to each Distribution Date, as to any REMIC Regular Interest, shall be reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest Shortfalls, if any, for such Distribution Date to the extent not covered pursuant to Section 3.15 and (b) the aggregate amount of any Relief Act Interest Shortfalls, if any, in each case in the manner and priority described below.

For purposes of calculating the amount of Uncertificated Interest for the REMIC I Regular Interests for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by the Master Servicer pursuant to Section 3.15) and Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, (a) with respect to the Group I Mortgage Loans, to REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT1PF, in each case to the extent of one month’s interest at the then applicable respective REMIC I Remittance Rate on the respective Uncertificated Balance of each such REMIC I Regular Interest; provided, however, that with respect to the first two Distribution Dates, such amounts relating to the Initial Group I Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT1 and such amounts relating to the Subsequent Group I Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT1PF, and (b) with respect to the Group II Mortgage Loans, to REMIC I Regular Interest I-LT2 and

REMIC I Regular Interest I-LT2PF, in each case to the extent of one month’s interest at the then applicable respective REMIC I Remittance Rate on the respective Uncertificated Balance of each such REMIC I Regular Interest; provided, however, that with respect to the first two Distribution Dates, such amounts relating to the Initial Group I Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT2 and such amounts relating to the Subsequent Group II Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT2PF.

For purposes of calculating the amount of Uncertificated Interest for the REMIC II Group I Regular Interests for any Distribution Date the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred in respect of Loan Group I shall be allocated first, REMIC II Regular Interest I and to the REMIC II Group I Regular Interests ending with the designation “B”, pro rata based on, and to the extent of, one month’s interest at the then applicable respective REMIC II Remittance Rates on the respective Uncertificated Balances of each such REMIC II Regular Interest , and then, to REMIC II Group I Regular Interests ending with the designation “A”, pro rata based on, and to the extent of, one month’s interest at the then applicable respective REMIC II Remittance Rates on the respective Uncertificated Balances of each such REMIC II Regular Interest. For purposes of calculating the amount of Uncertificated Interest for the REMIC II Group II Regular Interests for any Distribution Date the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred in respect of Loan Group II shall be allocated first, REMIC II Regular Interest II and to the REMIC II Group II Regular Interests ending with the designation “B”, pro rata based on, and to the extent of, one month’s interest at the then applicable respective REMIC II Remittance Rates on the respective Uncertificated Balances of each such REMIC II Regular Interest , and then, to REMIC II Group II Regular Interests ending with the designation “A”, pro rata based on, and to the extent of, one month’s interest at the then applicable respective REMIC II Remittance Rates on the respective Uncertificated Balances of each such REMIC II Regular Interest.

For purposes of calculating the amount of Uncertificated Interest for the REMIC III Regular Interests for any Distribution Date:

The REMIC III Marker Allocation Percentage of the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by the Master Servicer pursuant to Section 3.15) and the REMIC III Marker Allocation Percentage of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated among REMIC III Regular Interest LTAA, REMIC III Regular Interest LTAI1, REMIC III Regular Interest LTAI2, REMIC III Regular Interest LTAII1, REMIC III Regular Interest LTAII2, REMIC III Regular Interest LTAII3, REMIC III Regular Interest LTAII4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8, REMIC III Regular Interest LTM9 and REMIC III Regular Interest LTZZ, pro rata, based on, and to the extent of, one month’s interest at the then applicable respective REMIC III Remittance Rate on the respective Uncertificated Balance of each such REMIC III Regular Interest; and

The REMIC III Sub WAC Allocation Percentage of the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by the Master Servicer pursuant to Section 3.15) and the REMIC III Sub WAC Allocation Percentage of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated to Uncertificated Interest payable to REMIC III Regular Interest LT1SUB, REMIC III Regular Interest LT1GRP, REMIC III Regular Interest LT2SUB, REMIC III Regular Interest LT2GRP and REMIC III Regular Interest LTXX, pro rata, based on, and to the extent of, one month’s interest at the then applicable respective REMIC III Remittance Rate on the respective Uncertificated Balance of each such REMIC III Regular Interest.

In addition, Uncertificated Interest with respect to each Distribution Date, as to any REMIC Regular Interest, shall be reduced by Realized Losses, if any, allocated to such REMIC Regular Interest as described above and pursuant to Section 4.02.

Uncertificated Notional Amount: With respect to REMIC III Regular Interest LTIO and each Distribution Date listed below, the aggregate Uncertificated Balance of the REMIC II Regular Interests ending with the designation “A” listed below:

Distribution Date	REMIC I Regular Interests
1^st through 5th	I-1-A through I-44-A and II-1-A through II-44-A
6	I-2-A through I-44-A and II-2-A through II-44-A
7	I-3-A through I-44-A and II-3-A through II-44-A
8	I-4-A through I-44-A and II-4-A through II-44-A
9	I-5-A through I-44-A and II-5-A through II-44-A
10	I-6-A through I-44-A and II-6-A through II-44-A
11	I-7-A through I-44-A and II-7-A through II-44-A
12	I-8-A through I-44-A and II-8-A through II-44-A
13	I-9-A through I-44-A and II-9-A through II-44-A
14	I-10-A through I-44-A and II-10-A through II-44-A
15	I-11-A through I-44-A and II-11-A through II-44-A
16	I-12-A through I-44-A and II-12-A through II-44-A
17	I-13-A through I-44-A and II-13-A through II-44-A
18	I-14-A through I-44-A and II-14-A through II-44-A
19	I-15-A through I-44-A and II-15-A through II-44-A
20	I-16-A through I-44-A and II-16-A through II-44-A
21	I-17-A through I-44-A and II-17-A through II-44-A
22	I-18-A through I-44-A and II-18-A through II-44-A
23	I-19-A through I-44-A and II-19-A through II-44-A
24	I-20-A through I-44-A and II-20-A through II-44-A
25	I-21-A through I-44-A and II-21-A through II-44-A

Distribution Date	REMIC I Regular Interests
26	I-22-A through I-44-A and II-22-A through II-44-A
27	I-23-A through I-44-A and II-23-A through II-44-A
28	I-24-A through I-44-A and II-24-A through II-44-A
29	I-25-A through I-44-A and II-25-A through II-44-A
30	I-26-A through I-44-A and II-26-A through II-44-A
31	I-27-A through I-44-A and II-27-A through II-44-A
32	I-28-A through I-44-A and II-28-A through II-44-A
33	I-29-A through I-44-A and II-29-A through II-44-A
34	I-30-A through I-44-A and II-30-A through II-44-A
35	I-31-A through I-44-A and II-31-A through II-44-A
36	I-32-A through I-44-A and II-32-A through II-44-A
37	I-33-A through I-44-A and II-33-A through II-44-A
38	I-34-A through I-44-A and II-34-A through II-44-A
39	I-35-A through I-44-A and II-35-A through II-44-A
40	I-36-A through I-44-A and II-36-A through II-44-A
41	I-37-A through I-44-A and II-37-A through II-44-A
42	I-38-A through I-44-A and II-38-A through II-44-A
43	I-39-A through I-44-A and II-39-A through II-44-A
44	I-40-A through I-44-A and II-40-A through II-44-A
45	I-41-A through I-44-A and II-41-A through II-44-A
46	I-42-A through I-44-A and II-42-A through II-44-A
47	I-43-A through I-44-A and II-43-A through II-44-A
48	I-44-A and II-44-A
thereafter	$0.00

With respect to the Class IO Interest and any Distribution Date, an amount equal to the Uncertificated Notional Amount of the REMIC III Regular Interest LTIO.

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.

Unpaid Interest Amounts: As of any Distribution Date and any Class of Certificates, the sum of

(a)	the excess of

(i) the sum of the Accrued Certificate Interest Distribution Amount for the Distribution Date and any portion of the Accrued Certificate Interest Distribution Amount from prior Distribution Dates remaining unpaid over

(ii) the amount in respect of interest on the Class of Certificates actually distributed on such Distribution Date; and

(b) interest on that excess for the related Interest Accrual Period at the applicable Pass-Through Rate (to the extent permitted by applicable law).

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

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 any Class C Certificates and (b) the remaining Voting Rights shall be allocated among Holders of the remaining Classes of Certificates in proportion to the Certificate Balances of their respective Certificates on the date (the Voting Rights to be allocated among the holders of Certificates of each Class in accordance with their respective Percentage Interests).

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 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 “on or before.” The words “preceding,” “following,” and words of similar import, mean immediately preceding or following. References to a month or a year refer to calendar months and calendar years.

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

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01

Conveyance of Mortgage Loans.

(a) The Seller, concurrently with the execution and delivery 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 due to the Seller on each Mortgage Loan after the applicable Cut-off Date and all interest and principal payments on each Mortgage Loan received by the applicable Cut-off Date for installments of interest and principal due after the applicable Cut-off Date but not including payments of principal and interest due on each Mortgage Loan by the applicable 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 Delayed Delivery Mortgage Loans, such delivery may take place within five (5) 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. Also on the Closing Date, the Depositor certifies that it shall deposit $100 into the Certificate Account for the benefit of the Class P Certificates.

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

(c) In connection with the transfer and assignment of each Mortgage Loan, the Depositor has delivered (or, in the case of the Delayed Delivery Mortgage Loans, will deliver within the time periods specified in the definition of Delayed Delivery Mortgage Loans) to the Trustee 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, 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 an applicable notary) and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment

thereof to MERS, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded.

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

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® 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 which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the series of the Certificates issued in connection with such Mortgage Loans. The Seller further agrees that it will not, and will not permit the 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 hereof because such document or documents have not been returned from the applicable public recording office in the case of clause (ii) or (iii) above, or because the title policy has not been delivered to either the Master Servicer or the Depositor by the applicable title insurer in the case of clause (v) above, the Depositor shall promptly deliver to the Trustee, in the case of clause (ii) or (iii) above, such original Mortgage or such interim assignment, as the case may be, with evidence of recording indicated thereon upon receipt thereof from the public recording office, or a copy thereof, certified, if appropriate, by the relevant recording office, but in no event shall any such delivery of the original Mortgage and each such interim assignment or a copy thereof, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date, or, in the case of clause (v) above, no later than 120 days following the Closing Date; provided, however, that in the event the Depositor is unable to deliver by such date each Mortgage and each such interim assignment by reason of the fact that any such documents have not been returned by the appropriate recording office, or, in the case of each such interim assignment, because the related Mortgage has not been returned by the appropriate recording office, the Depositor shall deliver such documents to the Trustee as promptly as possible upon receipt thereof 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.

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

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 (5) Business Days after the Closing Date, the Seller shall either:

(i) deliver to the Trustee the Mortgage File as required pursuant to this Section 2.01 for each Delayed Delivery Mortgage Loan; or

(ii) (A) repurchase the Delayed Delivery Mortgage Loan or (B) substitute the Delayed Delivery Mortgage Loan for a Substitute Mortgage Loan, which repurchase or substitution shall be accomplished in the manner and subject to the conditions in Section 2.03.

By the fifth Business Day after the Closing Date, the Trustee shall, in accordance with Section 2.02, send a Delayed Delivery Certification substantially in the form of Exhibit G-2 (with any applicable

exceptions noted thereon) for all Delayed Delivery Mortgage Loans delivered within the specified numbers of days after the pertinent date. The Trustee will promptly send a copy of such Delayed Delivery Certification to each Rating Agency. If the Seller fails to deliver a Mortgage File for any Delayed 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, any Deleted Mortgage Loan. 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 Delayed 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 Delayed Delivery Certification for the Delayed Delivery Mortgage Loans delivered during such period in accordance with the provisions of Section 2.02.

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

It is agreed and understood by the parties hereto that it is not intended that any Mortgage Loan be included in the Trust Fund that is a “High-Cost Home Loan” (or any other similarly designated loan) as defined in the New Jersey Home Ownership Act effective November 27, 2003, The Home Loan Protection Act of New Mexico effective January 1, 2004, The Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or The Indiana Home Loan Practices Act effective January 1, 2005.

Section 2.02

Acceptance by the Trustee of the Mortgage Loans.

The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1 and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such 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 the Initial Certification, the Trustee acknowledges that the documents appear regular on their face and relate to the Mortgage Loans. The Trustee shall be under no duty 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 Delayed Delivery Certification with respect to the Mortgage Loans, substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon.

Not later than ninety (90) days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification 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 such defect within ninety (90) days from the date it was so notified of the defect and, with respect to any Mortgage Loan for which such defect is materially adverse to the Certificateholders, if the Seller does not correct such defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished pursuant to Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within ninety (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 ninety (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 an Opinion of Counsel, if 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 N, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller’s request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.

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® System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS® System the Seller as the beneficial holder of such Mortgage Loan.

The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File as come into the possession of the 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, hereby makes the representations and warranties in Schedule II, and by this reference incorporated herein, to the Depositor, the Trustee and the Supplemental Interest Trust Administrator, as of the Closing Date. The Master Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e., favorable and unfavorable) on its credit files for the related Mortgagor for each Mortgage Loan to Equifax, Experian and Trans Union Credit Information Company on a monthly basis.

(b) The Seller, in its capacity as Seller, hereby makes the representations and warranties in Schedule III, and by this reference incorporated herein, to the Depositor the Trustee and the Supplemental Interest Trust Administrator, as of the Closing Date, or if so specified therein, as of the applicable 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 and to the NIM Insurer. A breach of the representation or warranty made pursuant to clauses (29), (30), (34), (35), (36), (37), (38) and (39) of Schedule III or a breach of the covenant of the Master Servicer made pursuant to clause (a) above will be deemed to materially and adversely affect the interests of the Certificateholders in the related Mortgage Loan. The Seller hereby covenants that within ninety (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) that 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 stated below. Any substitution pursuant to (i) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel, if required by Section 2.05, and a Request for Release substantially in the form of Exhibit N, and the Mortgage File for any Substitute Mortgage Loan. The Seller shall promptly reimburse the 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 any other documents and agreements 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 the month. Scheduled Payments due with respect to Substitute Mortgage Loans in the Remittance Period of substitution shall not be part of the Trust Fund and will be retained by the Seller on the next Distribution Date. For the Remittance Period of substitution, distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for the Remittance Period and thereafter the Seller shall be entitled to retain all amounts received with respect to the 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 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 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 the Deleted Mortgage Loans (after application of the scheduled principal portion of the monthly payments due in the Remittance Period of substitution and any adjustments due to any costs or damages incurred by the Trust Fund in connection with any violation of the Mortgage Loan of any predatory or abusive lending law). The amount of the shortage (the “Substitution Adjustment Amount”) plus, if the Seller is not the Master Servicer, the aggregate of any unreimbursed Advances and Servicing Advances with respect to the 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, the delivery of the Opinion of Counsel required by Section 2.05 and receipt of a Request for Release in the form of Exhibit N, 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, the Trustee or the Supplemental Interest Trust Administrator on their behalf.

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

Section 2.04

Representations and Warranties of the Depositor as to

the Mortgage Loans.

The Depositor hereby represents and warrants to the Trustee and the Supplemental Interest Trust Administrator with respect to each Mortgage Loan as of the date hereof or such other date set forth herein 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 Depositor hereby transfers to the Trustee all of its rights with respect to the Mortgage Loans, including the representations and warranties of the Seller made pursuant to Section 2.03(b), together with

all rights of the Depositor to require the Seller to cure any breach thereof or to repurchase or substitute for any affected Mortgage Loan in accordance with this Agreement.

The representations and warranties in this Section 2.04 shall survive delivery of the Mortgage Files to the Trustee. Upon discovery by the Depositor, the Trustee or the Supplemental Interest Trust Administrator 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, the NIM Insurer, and to each Rating Agency. If the NIM Insurer discovers such a breach, it may notify the parties to this Agreement and each Rating Agency.

Section 2.05

Delivery of Opinion of Counsel in Connection with

Substitutions and Repurchases.

(a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.01, 2.02, 2.03 or 2.05 shall be made more than ninety (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 (5) Business Days of discovery) give written notice thereof to the other parties and the NIM Insurer. If the NIM Insurer discovers such facts, it may notify the parties to this Agreement. 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 ninety (90) days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Section 2.06

Execution and Delivery of Certificates.

The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with the 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

Conveyance of Subsequent Mortgage Loans.

(a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in an to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related

Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Master Servicer, the Trustee, the Supplemental Interest Trust Administrator and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date.

The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be 100% of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument provided by the Depositor). This Agreement shall constitute a fixed-price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

(b) The Depositor shall transfer to the Trustee for deposit in the pool of Mortgage Loans the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:

(i) the Depositor shall have provided the Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;

(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Seller shall have delivered a computer file acceptable to the Trustee containing such Mortgage Loan Schedule to the Trustee at least three (3) Business Days prior to the related Subsequent Transfer Date;

(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;

(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;

(v)

the Funding Period shall not have terminated;

(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;

(vii)

the NIM Insurer, if any, must consent to such conveyance;

(viii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.07 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under this Agreement, to the extent of the Subsequent Mortgage Loans; and

(ix) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.

(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the applicable Subsequent Cut-off Date; provided, however, that such Subsequent Mortgage Loans may have a first payment date occurring on or after the applicable Subsequent Cut-off Date and, therefore, such Subsequent Mortgage Loan could not have been delinquent as of such Subsequent Cut-off Date; (ii) the remaining term to maturity of such Subsequent Mortgage Loan will not be less than 173 months and will not exceed 360 months from its first payment date; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than 100.000%; (v) such Subsequent Mortgage Loans will have, as of the related Subsequent Cut-off Date, a weighted average age since origination not in excess of two months; (vi) such Subsequent Mortgage Loan will not have a Mortgage Rate less than 4.000% or greater than 14.000%; (vii) such Subsequent Mortgage Loan will have been serviced by the Master Servicer since origination or purchase by the Seller in accordance with its standard servicing practices; (viii) such Subsequent Mortgage Loan will have a first payment date occurring on or before March 1, 2006; (ix) such Subsequent Mortgage Loan will have a principal balance no greater than $1,000,000; and (x) such Subsequent Mortgage Loan will have been underwritten in accordance with the criteria set forth under “The Mortgage Pool—Underwriting Standards” in the Prospectus Supplement.

(d) Following the purchase of any Subsequent Mortgage Loan by the Trust Fund to be included in Loan Group I, the Mortgage Loans in Loan Group I (including the related Subsequent Mortgage Loans) will as of the related Subsequent Cut-off Date: (i) have an original term to stated maturity of not more than 360 months from the first payment date thereon; (ii) have a Mortgage Rate of not less than 4.000% and not more than 13.000%; (iii) have a weighted average Loan-to-Value Ratio of approximately 79.050%; (iv) have no Mortgage Loan with a principal balance in excess of $1,000,000; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than approximately 75.080% of the Mortgage Loans in Loan Group I; (vi) with respect to the adjustable-rate Mortgage Loans in Loan Group I, have a weighted average Margin of approximately 5.580%; and (vii) have a weighted average FICO Score of approximately 615; in each case measured by aggregate principal balance of the Mortgage Loans in Loan Group I as of the Cut-off Date or Subsequent Cut-off Date applicable to each Mortgage Loan. For purposes of the calculations described in this paragraph, percentages of the Mortgage Loans in Loan Group I will be based on the principal balance of the Closing Date Mortgage Loans in Loan Group I as of the Cut-off Date and the principal balance of the Subsequent Mortgage Loans included in Loan Group I as of the related Subsequent Cut-off Date.

Following the purchase of any Subsequent Mortgage Loan by the Trust Fund to be included in Loan Group II, the Mortgage Loans in Loan Group II (including the related Subsequent Mortgage Loans) will as of the related Subsequent Cut-off Date: (i) have an original term to stated maturity of not more

than 360 months from the first payment date thereon; (ii) have a Mortgage Rate of not less than 4.000% and not more than 14.000%; (iii) have a weighted average Loan-to-Value Ratio of approximately 78.840%; (iv) have no Mortgage Loan with a principal balance in excess of $1,000,000; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than approximately 73.700% of the Mortgage Loans in Loan Group II; (vi) with respect to the adjustable-rate Mortgage Loans in Loan Group II, have a weighted average Margin of approximately 5.620%; and (vii) have a weighted average FICO Score of approximately 615; in each case measured by aggregate principal balance of the Mortgage Loans in Loan Group II as of the Cut-off Date or Subsequent Cut-off Date applicable to each Mortgage Loan. For purposes of the calculations described in this paragraph, percentages of the Mortgage Loans in Loan Group II will be based on the principal balance of the Closing Date Mortgage Loans in Loan Group II as of the Cut-off Date and the principal balance of the Subsequent Mortgage Loans in Loan Group II as of the related Subsequent Cut-off Date.

(e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one (1) Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Seller shall have delivered to each Rating Agency at least three (3) Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Section 2.08

REMIC Matters.

The Preliminary Statement sets forth the designations and “latest possible maturity date” for federal income tax purposes of all interests created hereby.

(A)

Issuance of the REMIC I Regular Interests and the Class R-I Interest.

The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery to it of the Mortgage Files, subject to the provisions of Section 2.01 and Section 2.02, together with the assignment to it of all other assets included in REMIC I, the receipt of which is hereby acknowledged. Concurrently with such assignment and delivery and in exchange therefor, the Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, authenticated and delivered to or upon the order of the Depositor, the Class R-I Interest in authorized denominations. The interests evidenced by the Class R-I Interest, together with the REMIC I Regular Interests, constitute the entire beneficial ownership interest in REMIC I. The rights of the Class R Certificateholders and REMIC II (as holder of the REMIC I Regular Interests) to receive distributions from the proceeds of REMIC I in respect of the Class R-I Interest and the REMIC I Regular Interests, respectively, and all ownership interests evidenced or constituted by the Class R-I Interest and the REMIC I Regular Interests, shall be as set forth in this Agreement.

(B)

Conveyance of the REMIC I Regular Interests; REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI and REMIC VII by the Trustee.

(i) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee, without recourse, all the right, title and interest of the Depositor in and to the assets described in the definition of REMIC I for the benefit of the Holders of the REMIC I Regular Interests (which are uncertificated) and the Class R Certificates (in respect of the Class R-I Interest). The Trustee acknowledges receipt of the assets described in the definition of REMIC I and declares that it holds and shall hold the same in trust for the exclusive use and

benefit of the Holders of the REMIC I Regular Interests and the Class R Certificates (in respect of the Class R-I Interest). The interests evidenced by the Class R-I Interest, together with the REMIC I Regular Interests, constitute the entire beneficial ownership interest in REMIC I.

(ii) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest in and to the REMIC I Regular Interests (which are uncertificated) and the Class R Certificates (in respect of the Class R-I Interest). The Trustee acknowledges receipt of the REMIC I Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC II Regular Interests and the Class R Certificates (in respect of the Class R-II Interest). The interests evidenced by the Class R-II Interest, together with the REMIC II Regular Interests, constitute the entire beneficial ownership interest in REMIC II.

(iii) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest in and to the REMIC II Regular Interests (which are uncertificated) and the Class R Certificates (in respect of the Class R-II Interest). The Trustee acknowledges receipt of the REMIC II Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The interests evidenced by the Class R-III Interest, together with the REMIC III Regular Interests, constitute the entire beneficial ownership interest in REMIC III.

(iv) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest in and to the REMIC III Regular Interests (which are uncertificated) for the benefit of the Holders of the Class A Certificates, Subordinated Certificates, the Class IO Interest, the Class C Interest, the Class P Interest and the Class R Certificates (in respect of the Class R-IV Interest). The Trustee acknowledges receipt of the REMIC III Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Regular Certificates, the Class IO Interest and the Class R Certificates (in respect of the Class R-IV Interest). The interests evidenced by the Class R-IV Interest, together with the Regular Certificates and the Class IO Interest, constitute the entire beneficial ownership interest in REMIC IV.

(v) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest in and to the Class C Interest (which is uncertificated) for the benefit of the Holders of the Class C Certificates and the Class R-X Certificates (in respect of the Class R-V Interest). The Trustee acknowledges receipt of the Class C Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Class C Certificates and the Class R-X Certificates (in respect of the Class R-V Interest). The interests evidenced by the Class R-V Interest, together with the Class C Certificates, constitute the entire beneficial ownership interest in REMIC V.

(vi) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest in and to the Class P Interest (which is uncertificated) for the benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-VI Interest). The Trustee acknowledges receipt of the Class P Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-VI Interest). The interests evidenced by the Class R-VI Interest, together with the Class P Certificates, constitute the entire beneficial ownership interest in REMIC VI.

(vii) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest in and to the Class IO Interest (which is uncertificated) for the benefit of the Holders of the REMIC VII Regular Interest SWAP IO (which is uncertificated) and the Class R-X Certificates (in respect of the Class R-VII Interest). The Trustee acknowledges receipt of the Class IO Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the REMIC VII Regular Interest SWAP IO and the Class R-X Certificates (in respect of the Class R-VII Interest). The interests evidenced by the Class R-VII Interest, together with the REMIC VII Regular Interest SWAP IO, constitute the entire beneficial ownership interest in REMIC VII.

(C)

Issuance of Class R and Class R-X Certificates.

The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor or the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominations. The interests evidenced by the Class R and Class R-X Certificates, together with the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests, the REMIC V Regular Interests, the REMIC VI Regular Interests and REMIC VII Regular Interest SWAP IO, constitute the entire beneficial ownership interest in REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI and REMIC VII.

Section 2.09

Covenants of the Master Servicer.

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

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

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

ARTICLE III

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 the Trust Fund to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code.

Without limiting the generality of the foregoing, the 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, when the Master Servicer believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® 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

Reserved.

Section 3.03

[Reserved].

Section 3.04

[Reserved].

Section 3.05

Trustee to Act as Master Servicer.

If the Master Servicer for any reason is no longer the Master Servicer hereunder (including because of an Event of Default), the Trustee or its successor shall thereupon assume all of the rights and obligations of the Master Servicer hereunder 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 2.01, 2.02, 2.03 or 2.05,

(iv)

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

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

Notwithstanding anything else in this Agreement to the contrary, in no event shall the Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under this Agreement and the amount necessary to induce any successor 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; Excess Reserve Fund 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 3.20, any Prepayment Charge or penalty interest in connection with the prepayment of a Mortgage Loan, (ii) modify any delinquent or defaulted Mortgage Loan (including modifications that change the Mortgage Rate, forgive the payment of principal or interest or extend the final maturity date of that Mortgage Loan); provided, that such modification is consistent with the Servicing Standard and if in the Master Servicer’s determination such modification is not materially adverse to the interests of the Certificateholders (taking into account any estimated loss that might result absent such action) and is expected to minimize the loss of such Mortgage Loan; provided, however, that the Master Servicer shall not initiate new lending to such Mortgagor through the Trust, and (iii) extend the due dates for payments due on a Mortgage Note for a period not greater than 125 days. However, the Master Servicer cannot extend the maturity of any Mortgage Loan past the date on which the final payment is due on the latest maturing Mortgage Loan in the applicable Loan Group as of the Cut-off 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. In addition, the NIM Insurer’s prior written consent shall be required for any modification, waiver, or amendment if the amendment of the aggregate number of outstanding Mortgage Loans that have been modified, waived, and amended exceeds 5% of the aggregate number of Mortgage Loans. 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 sell any delinquent or defaulted Mortgage Loan.

(b) The Master Servicer shall establish and maintain one or more Servicing Accounts into which the Master Servicer shall deposit on a daily basis within one (1) Business Day of receipt, the following payments and collections received by it in respect of Mortgage Loans after the Cut-off Date (other than in respect of principal and interest due on the Mortgage Loans by the Cut-off Date):

(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 and, in cases where the Master Servicer maintains the Servicing Account, the related Master Servicing Fee; and

(iii) all Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries, 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 Determination 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 segregated 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.

(d) The Master Servicer shall establish and maintain a segregated Certificate Account into which the Master Servicer shall deposit on a daily basis (i) within one (1) Business Day of deposit in the Collection Account (in the case of items (i) through (iii) below) and (2) within one (1) Business Day of receipt (in the case of all other items), except as otherwise specified herein, the following payments and collections received by it in respect of Mortgage Loans after the Cut-off Date (other than in respect of principal and interest due on the Mortgage Loans by the Cut-off Date) and the following amounts required to be deposited hereunder:

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

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

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

(iv)

[reserved];

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

(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 hereunder; and
	(ix)	all Prepayment Charges collected.

In addition, with respect to any Mortgage Loan that is subject to a buydown agreement, on each Due Date for the Mortgage Loan, in addition to the monthly payment remitted by the related 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 Master Servicing Fee on that date.

The foregoing requirements for remittance by the Master Servicer shall be exclusive. 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 herein 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.

The Trustee shall establish and maintain the Excess Reserve Fund Account, on behalf of the Class C Certificateholder, to secure its limited recourse obligation to pay to the other Certificateholders Net WAC Cap Carry Forward Amounts.

On each Distribution Date, the Trustee shall deposit the amount of any Net WAC Cap Payment for that date into the Excess Reserve Fund Account.

The Trustee shall invest amounts held in the Excess Reserve Fund Account only in Permitted Investments, which shall mature not later than the Business Day preceding the next Distribution Date (except that if such Permitted Investment is an obligation of the institution that maintains such account, then such Permitted Investment shall mature not later than the next Distribution Date) and, in each case, shall not be sold or disposed of before its maturity. The Master Servicer shall direct the Trustee in writing with respect to investment of amounts in the Excess Reserve Fund Account.

On each Distribution Date on which a Net WAC Cap Carry Forward Amount exists for any Class of Certificates, the Trustee shall withdraw from the Excess Reserve Fund Account amounts necessary to pay to the Class of Certificates the Net WAC Cap Carry Forward Amount. Such payments shall be allocated to those Classes as provided in Section 4.02(IV). Any Net WAC Cap Carry Forward Amounts paid by the Trustee to the Certificateholders shall be accounted for by the Trustee as amounts distributed by REMIC IV to the Holder of the Class C Interest and by REMIC V to the Class C Certificateholder (and from the Class C Certificateholder to the Excess Reserve Fund Account), other than amounts paid to the Excess Reserve Fund Account by the Cap Contract, for all federal income tax purposes. In addition, the Trustee shall account for the Certificateholders’ rights to receive payments of Net WAC Cap Carry

Forward Amounts as rights in a limited recourse interest rate cap contract written by the Class C Certificateholder in favor of the other Certificateholders.

The Trustee shall account for the Excess Reserve Fund Account as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Excess Reserve Fund Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Excess Reserve Fund Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Excess Reserve Fund Account be treated as a grantor trust. The Trustee shall treat amounts deposited into the Excess Reserve Fund Account as amounts distributed by REMIC IV to the Holder of the Class C Interest and by REMIC V to the Class C Certificateholder (and from the Class C Certificateholder to the Excess Reserve Fund Account), other than amounts paid to the Excess Reserve Fund Account by the Cap Contract, for all federal income tax purposes. Accordingly, each Class of Certificates, other than the Class C Certificate and Class P Certificate, will comprise two components – a REMIC Regular Interest and an interest in a cap contract. The Trustee shall allocate the issue price for a Class of Certificates between two components for purposes of determining the issue price of the REMIC Regular Interest component. The Excess Reserve Fund Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Class M Certificates of Net WAC Cap Carry Forward Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1).

By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Excess Reserve Fund Account the amounts described above on each Distribution Date as to which there is any Net WAC Cap Carry Forward Amount rather than distributing such amount to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.

For federal tax return and information reporting, the right of the Holders of the Class A Certificates and the Class M Certificates to receive payments from the Excess Reserve Fund Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

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

(e) [Reserved].

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

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

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

(iii) any other amounts deposited hereunder 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 herein 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.

(g) Each institution at which the Certificate Account or the Distribution Account is maintained shall invest the funds therein 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 shall not be sold or disposed of before its maturity. All Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. All income realized from any investment of funds on deposit in the Certificate Account and the Distribution Account shall be for the benefit of the Master Servicer as servicing compensation and shall be remitted to it monthly as provided herein. The amount of any realized losses on Permitted Investments in the Certificate Account or Distribution Account shall promptly be deposited by the Master Servicer in the Certificate Account or the Distribution Account, respectively. The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Certificate Account or the Distribution Account and made in accordance with this Section 3.06.

(h) [Reserved].

(i) The Master Servicer shall notify the Trustee, the Seller, each Rating Agency, and the Depositor of any proposed change of the location of the Certificate Account, the Collection Account, the Excess Reserve Fund Account or the Distribution Account not later than 30 days and not more than 45 days before any change thereof.

Section 3.07

Collection of Taxes, Assessments, and Similar Items

Escrow Accounts.

(a) To the extent required by the related Mortgage Note and not violative of current law, the 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 Servicing 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 Sections 3.01 (with respect to taxes and assessments and insurance premiums) and 3.10 (with respect to hazard insurance), to refund to any Mortgagors any sums determined to be overages, to pay interest, if required by law or the related Mortgage or Mortgage Note,

to Mortgagors on balances in the Escrow Account or to clear and terminate the Escrow Account at the termination of this Agreement in accordance with Section 9.01. The Escrow Accounts shall not be a part of the Trust Fund.

(c) The Master Servicer shall advance any payments referred to in Section 3.07(a) that are not timely paid by the Mortgagors 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, the NIM Insurer, the Trustee and the Supplemental Interest Trust Administrator 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, the

Distribution Account, the Interest Coverage Account and the Excess Reserve Fund 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 (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 for 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 for any Nonrecoverable Advance previously made;

(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, such right of reimbursement pursuant to this sub-clause (a) made by it being limited to amounts

received on the Mortgage Loans in respect of which the Servicing Advance was made that represent late recoveries of the payments for which such advances were made pursuant to Section 3.01, Section 3.07 or Section 3.10 and (b) for unpaid Master Servicing Fees as provided in Section 3.12;

(vi) to pay to the purchaser, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.01, 2.02, 2.03 or 2.05, all amounts received thereon after the date of such purchase;

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

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

(ix) by the Distribution Account Deposit Date, to withdraw (1) 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 pay to the Master Servicer as additional servicing compensation earnings on or investment income with respect to funds in the Distribution Account;

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

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

(v) to make distributions to the Supplemental Interest Trust, in accordance with Section 4.05.

(c) On each Distribution Date, the Trustee shall make withdrawals from the Excess Reserve Fund Account for deposit in the Distribution Account of the amount required pursuant to Section 3.06(d). Each institution at which the Excess Reserve Fund Account is maintained shall invest the funds therein 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 shall not be sold or disposed of before its maturity. All Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. All income realized from any investment of funds on deposit in the Excess Reserve Fund Account shall be for the benefit of the Master Servicer as servicing compensation and shall be remitted to it monthly as provided herein. The amount of any realized losses on Permitted Investments in the Excess Reserve Fund Account shall promptly be deposited by the Master Servicer in the Excess Reserve Fund Account. On the earlier of (i) the termination of this Agreement pursuant to Section 9.01 and (ii) the Distribution Date on which all of the Certificates (other than the Class C Certificates) are reduced to zero, any amount remaining on deposit in the Excess Reserve Fund Account after giving effect to the requirements of this section shall be withdrawn by the Trustee and paid to the Class C Certificateholders.

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

(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 related 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 and the NIM Insurer, 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. The Master Servicer shall maintain for as long as each relevant Mortgage Loan is outstanding the mortgage insurance associated with the Mortgage Loans identified on the Mortgage Loan Schedule as having lender acquired mortgage insurance, and as to any other Mortgage Loans the Master Servicer need not maintain any Primary Insurance Policy with respect to any Mortgage Loan with a Loan-to-Value Ratio less than or equal to 80% as of any date of determination or, based on a new appraisal, the principal balance of the Mortgage Loan represents 80% or less of the new Appraised Value.

In connection with its activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee, the NIM Insurer, 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).

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 provided 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 therewith. 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 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 thereof. 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; Repurchase of Certain Mortgage Loans.

(a) The Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to foreclose on or otherwise comparably convert the ownership of Mortgaged Properties in respect of which the related Mortgage Loans have 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.

Notwithstanding the foregoing, 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 thereof 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 one mile 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. The Master Servicer shall not foreclose any Mortgaged Property or accept a deed in lieu of foreclosure for any Mortgaged Property without the consent of the NIM Insurer if the Master Servicer has actual knowledge or notice that the Mortgaged Property contains material hazardous wastes or substances subject to the Hazardous Substance Clean Up Bond Act of 1984.

With respect to any REO Property, the deed or certificate of sale shall be taken in the name of the Trustee for the benefit of the Certificateholders, or its nominee, on behalf of the Certificateholders. The Trustee’s name shall be placed on the title to 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 this 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 as the Master Servicer deems to be in the best interest of the Certificateholders for the period before the sale of the REO Property.

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, the preparation of any required tax and information returns, in the form required, and delivery of the same to the Trustee for filing.

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.

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 expenses incurred (including any property or other taxes) in connection with maintenance of the REO Properties and net of unreimbursed Master 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 proceeds received during any calendar month exceed 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 Master Servicing Fees or for any unreimbursed Advances, as applicable;

second, 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)(ii) that related to the Mortgage Loan;

third, to accrued and unpaid interest (to the extent no Advance has been made for such amount or an Advance has been reimbursed) on the Mortgage Loan or related REO Property, at the Adjusted Net Mortgage Rate through the Remittance Period preceding the Distribution Date on which the 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.

(b) [Reserved].

(c) 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 relevant Mortgage Loan, as modified, is approximately a prevailing market rate for newly-originated mortgage loans having similar terms and (ii) the Master Servicer purchases the relevant 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 the first paragraph of this subsection (c) have been satisfied with respect to the Mortgage Loan to be repurchased pursuant to this paragraph.

The Master Servicer shall deposit the Purchase Price for any Mortgage Loan repurchased pursuant to this Section 3.12 in the Certificate Account pursuant to Section 3.06 within one (1) 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 taxes (including prohibited transaction taxes) and any related interest, additions, and penalties imposed on the Trust Fund established hereunder as a result of any modification of a Mortgage Loan

effected pursuant to this Section 3.12 or any purchase of a Mortgage Loan by the Master 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 or the Master Servicer.

Section 3.13

Trustee to Cooperate; Release of Mortgage Files.

Upon the payment in full of any Mortgage Loan, or the receipt by the 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. 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 stated 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 and the NIM Insurer 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 create, incur or subject any Mortgage File or any funds that are deposited in the Certificate

Account, the Collection Account, the Distribution Account or any Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the Certificateholders, to any claim, lien, security interest, judgment, levy, writ of attachment, or other encumbrance, or assert by legal action or otherwise any claim or right of setoff against any Mortgage File or any funds collected on, or in connection with, a Mortgage Loan, except, however, that the 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 Master Servicing Fee for each Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing, the aggregate Master 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.

Additional master servicing compensation in the form of Prepayment Interest Excess, Excess Proceeds, assumption fees, late payment charges and all income and gain net of any losses realized from Permitted Investments shall be retained by the 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 (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 the Certificateholders 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^st 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 the signer thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of the performance of the Master Servicer under this Agreement has been made under the officer’s supervision, and (ii) to the best of the 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 its nature and status. 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^st 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) that 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 such pooling and servicing agreements 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. 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. The Master Servicer shall provide the Trustee and the NIM Insurer, upon request, with a certificate of insurance relating to the insurance policies and fidelity bond. 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 adjustable-rate 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 such 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 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, that 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.

(a) The Master Servicer shall not waive any part of any Prepayment Charge unless the waiver relates to a default or a reasonably foreseeable default, the collection of any Prepayment Charge would violate any relevant law or regulation or the waiving of the Prepayment Charge would otherwise benefit the Trust Fund and it is expected that 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 shall not waive a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default.

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

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

Section 3.22

Pre-Funding Accounts.

(a) No later than the Closing Date, the Trustee shall establish and maintain two segregated trust accounts that are each Eligible Accounts, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee and Supplemental Interest Trust Administrator for the registered holders of Home Equity Mortgage Loan Asset-Backed Certificates, Series INABS 2005-D” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee and Supplemental Interest Trust Administrator for the registered holders of Home Equity Mortgage Loan Asset-Backed Certificates, Series INABS 2005-D” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein.

(b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (iii) or (ix) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC.

(i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the pool of Mortgage Loans on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.07 with respect to such transfer and assignment;

(ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested;

(iii) to distribute to the applicable Interest Coverage Account any income and gain realized from the investment of funds in the related Pre-Funding Account;

(iv) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; and

(v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Certificateholders then entitled to distributions in respect of principal.

Section 3.23

Interest Coverage Accounts.

(a) If amounts are required to be deposited in the Interest Coverage Accounts, no later than the Closing Date, the Trustee shall establish and maintain a segregated non-interest bearing trust account that is an Eligible Account, which shall be titled (i) “Group I Interest Coverage Account, Deutsche Bank National Trust Company, as trustee and supplemental interest trust administrator for the registered holders of Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2005-D” (the “Group I Interest Coverage Account”) and (ii) “Group II Interest Coverage Account, Deutsche Bank National Trust Company, as trustee and supplemental interest trust administrator for the registered holders of Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2005-D” (the “Group II Interest Coverage Account”). The Trustee shall, promptly upon receipt, deposit in each Interest Coverage Account and retain therein the related Interest Coverage Amount, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Interest Coverage Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein.

(b) The Trustee shall invest funds deposited in the Interest Coverage Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Depositor, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Interest Coverage Accounts and shall report all items of income, deduction, gain or loss arising therefrom. At no time shall either Interest Coverage Account be an asset of any Trust REMIC. All income and gain realized from investment of funds deposited in the Interest Coverage Accounts shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor on the first Business Day following each Distribution Date. The Depositor shall deposit in the Interest Coverage Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

(c) On each Distribution Date during the Funding Period and on the last day of the Funding Period, the Trustee shall withdraw from the related Interest Coverage Account and deposit in the Distribution Account an amount equal to 30 days’ interest on the excess, if any, of the related Original Pre-Funded Amount, over the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans that both (i) had a Due Date during the Remittance Period relating to such Distribution Date and (ii) had a Subsequent Cut-off Date prior to the first day of the month in which such Distribution Date occurs, at a per annum rate equal to the weighted average Pass-Through Rate of the related Offered Certificates for such Distribution Date, with the Pass-Through Rate on the related Offered Certificates, solely for the purposes of the foregoing calculation, multiplied by a fraction, the numerator of which is the actual number of days in the Accrual Period for such Class for such Distribution Date, and the denominator of which is 30. Such withdrawal and deposit shall be treated as a contribution of cash by the Servicer to REMIC I. Immediately following any such withdrawal and deposit, and immediately following the conveyance of any Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date, the Trustee shall withdraw from the related Interest Coverage Account and remit to the Depositor or its designee an amount equal to the excess, if any, of the amount remaining in such Interest Coverage Account over the amount that would be required to be withdrawn therefrom (assuming sufficient funds therein) pursuant to the second preceding sentence on each subsequent Distribution Date, if any, that shall occur during the Funding Period or that shall be the last day of the Funding Period, if no Subsequent Mortgage Loans were acquired by the Trust Fund after the end of the Prepayment Period relating to the current Distribution Date (assuming that LIBOR remains constant at the level of LIBOR applicable to the calculation of the Pass-Through Rate for the Class A Certificates and Mezzanine Certificates for the current Distribution Date).

Upon the earlier of (i) the Distribution Date immediately following the end of the Funding Period, (ii) the reduction of the aggregate Certificate Balance of the Class A Certificates and the Mezzanine Certificates to zero or (iii) the termination of this Agreement in accordance with Section 9.01, any amount remaining on deposit in the Interest Coverage Accounts after distributions pursuant to paragraph (c) above shall be withdrawn by the Trustee and paid to the Depositor or its designee.

ARTICLE IV

DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

Section 4.01

Advances.

(a) The Master Servicer shall determine by each Master Servicer Advance Date whether it is required to make an Advance pursuant to the definition of Advance. If the Master Servicer determines it is required to make an Advance, it shall, by the Master Servicer Advance Date, either (i) deposit into the Certificate Account 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 the Advance. The Master Servicer shall replace any funds so applied by making a deposit in the Certificate Account no later than the close of business on the next Master Servicer Advance Date. The Master Servicer shall 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 the Mortgage Loan has been foreclosed or otherwise terminated and the related 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 the amount of an Advance hereunder and that such Advance would not be a Nonrecoverable Advance. If the Trustee receives an 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 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 such Advance Deficiency (including interest at the Prime Rate published in The Wall Street Journal on the day of such reimbursement 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

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.

(I) Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Provider Trigger Event) payable by the Supplemental Interest Trust to the Swap Provider pursuant to the Swap Agreement shall be deducted from Interest Remittance Amount, and to the extent of any such remaining amounts due, from Principal Remittance Amount, prior to any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted to the Supplemental Interest Trust, first to make any Net Swap Payment owed to the Swap Provider pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Provider Trigger Event) owed to the Swap Provider pursuant to the Swap Agreement for such Distribution Date. The Trustee will then make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority for each Certificate Group and, in each case, to the extent of the remaining Available Funds:

(a) Interest Distributions.

(i)

From the Group I Interest Remittance Amount,

(A) Concurrently, to the Class A-I-1 and Class A-I-2 Certificates, the related Accrued Certificate Interest Distribution Amount and any related Unpaid Interest Amounts for such Class on that Distribution Date; and

(B) concurrently, to the Class A-II-1, Class A-II-2, Class A-II-3 and Class A-II-4 Certificates, pro rata, the related Accrued Certificate Interest Distribution Amount or Unpaid Interest Amounts remaining undistributed for such Classes on that Distribution Date after the distributions in clause (ii) below;

(ii)

From the Group II Interest Remittance Amount:

(A) concurrently, to the Class A-II-1, Class A-II-2, Class A-II-3 and Class A-II-4 Certificates, pro rata, the related Accrued Certificate Interest Distribution Amount and any related Unpaid Interest Amounts for such Classes on that Distribution Date; and

(B) concurrently, to the Class A-I-1 and Class A-I-2 Certificates, the related Accrued Certificate Interest Distribution Amount or Unpaid Interest Amounts remaining undistributed for such Class on that Distribution Date after distributions pursuant to clause (i) above; and

(iii) From the remaining Group I Interest Remittance Amount and Group II Interest Remittance Amount:

(A) to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for the Class on the Distribution Date;

(B) to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for the Class on the Distribution Date;

(C) to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for the Class on the Distribution Date;

(D) to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for the Class on the Distribution Date;

(E) to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for the Class on the Distribution Date;

(F) to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for the Class on the Distribution Date;

(G) to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for the Class on the Distribution Date;

(H) to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for the Class on the Distribution Date; and

(I) to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for the Class on the Distribution Date.

(b) Principal Distributions.

(i) with respect to each Distribution Date (x) before the Stepdown Date or (y) if a Trigger Event is in effect, to the holders of the Classes of Class A and Subordinated Certificates then entitled to distributions of principal as set forth below, the applicable Principal Distribution Amount from each Loan Group in the following amounts and order of priority:

(A) (x) in the case of the Group I Certificates, (1) if a Group I Trigger Event is not in effect, the Group I Principal Distribution Amount, concurrently, to the Class A-I-1 and Class A-I-2 Certificates, pro rata, until their respective Class Certificate Balance has been reduced to zero or (2) if a Group I Trigger Event is in effect, sequentially, to the Class A-I-1 and Class

A-I-2 Certificates, in that order, until their respective class certificate balances have been reduced to zero; and

(y) from any remaining Group I Principal Distribution Amount, sequentially, to the Class A-II-1, Class A-II-2, Class A-II-3 and Class A-II-4 Certificates (after the distribution of the Group II Principal Distribution Amount as provided in clause (b)(i)(B)(x) below), in that order, until their respective Class Certificate Balances have been reduced to zero; provided, however, that with respect to distributions on any Distribution Date pursuant to this clause (b)(i)(A)(y) on which the aggregate Class Certificate Balance of the Subordinated Certificates has been reduced to zero and the Overcollateralization Amount for such Distribution Date is equal to or less than zero, any remaining Group I Principal Distribution Amount for that Distribution Date to be distributed to the Group II Certificates will be distributed, concurrently, to the Class A-II-1, Class A-II-2, Class A-II-3 and Class A-II-4 Certificates, pro rata (rather than sequentially), based on their respective Class Certificate Balances;

(B) (x) in the case of the Group II Certificates, the Group II Principal Distribution Amount, sequentially, to the Class A-II-1, Class A-II-2, Class A-II-3 and

Class A-II-4 Certificates, in that order, until their respective Class Certificate Balances have been reduced to zero; provided, however, that with respect to distributions on any Distribution Date pursuant to this clause (b)(i)(B)(x) on which the aggregate Class Certificate Balance of the Subordinated Certificates has been reduced to zero and the Overcollateralization Amount for such Distribution Date is equal to or less than zero, the Group II Principal Distribution Amount for that Distribution Date to be distributed to the Group II Certificates will be distributed, concurrently, to the Class A-II-1, Class A-II-2, Class A-II-3 and Class A-II-4 Certificates, pro rata (rather than sequentially), based on their respective Class Certificate Balances; and

(y) from any remaining Group II Principal Distribution Amount (1) if a Group I Trigger Event is not in effect, concurrently, to the Class A-I-1 and Class A-I-2 Certificates, pro rata (after the distribution of the Group I Principal Distribution Amount as provided in clause (b)(i)(A)(x) above), until their respective Class Certificate Balance has been reduced to zero or (2) if a Group I Trigger Event is in effect, sequentially, to the Class A-I-1 and Class A-I-2 Certificates, in that order, until their respective balances have been reduced to zero (after the distribution of the Group I Principal Distribution Amount as provided in clause (b)(i)(A)(x) above);

(C) from any remaining Group I Principal Distribution Amount and Group II Principal Distribution Amount, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, until their respective Class Certificate Balances are reduced to zero;

(ii) with respect to each Distribution Date (x) on and after the Stepdown Date and (y) as long as a Trigger Event is not in effect, to the holders of the Classes of Class A and Subordinated Certificates then entitled to distributions of principal, an amount equal to the applicable Principal Distribution Amount from each Loan Group in the following amounts and order of priority:

(A) (x) the lesser of (1) the Group I Principal Distribution Amount and (2) the Group I Senior Principal Distribution Amount, (a) if a Group I Trigger Event is not in effect, concurrently, to the Class A-I-1 and Class A-I-2 Certificates, pro rata, until their respective class certificate balances have been reduced to zero or (b) if a Group I Trigger Event is in effect, sequentially, to the Class A-I-1 and Class A-I-2 Certificates, in that order, until their respective class certificate balances have been reduced to zero; and

(y) the lesser of (1) any remaining Group I Principal Distribution Amount and (2) the Group II Senior Principal Distribution Amount that remains undistributed, sequentially, to the Class A-II-1, Class A-II-2, Class A-II-3 and Class A-II-4 Certificates (after the distribution of the Group II Principal Distribution Amount as provided in clause (b)(ii)(B)(x) below), in that order, until their respective Class Certificate Balances have been reduced to zero; provided, however, that with respect to distributions on any Distribution Date pursuant to this clause (b)(ii)(A)(y) on which the aggregate Class Certificate Balance of the Subordinated Certificates has been reduced to zero and the Overcollateralization Amount for such distribution date is equal to or less than zero, any remaining Group I Principal Distribution Amount for that Distribution Date to be distributed to the Group II Certificates will be distributed concurrently to the Class A-II-1, Class A-II-2, Class A-II-3 and Class A-II-4 Certificates, pro rata (rather than sequentially), based on their respective Class Certificate Balances; and

(B) (x) the lesser of (1) the Group II Principal Distribution Amount and (2) the Group II Senior Principal Distribution Amount, sequentially, to the Class A-II-1, Class A-II-2, Class A-II-3 and Class A-II-4 Certificates, in that order, until their respective Class Certificate Balances have been reduced to zero; provided, however, that with respect to distributions on any Distribution Date pursuant to this clause (b)(ii)(B)(x) on which the aggregate Class Certificate Balance of the Subordinated Certificates has been reduced to zero and the Overcollateralization Amount for such Distribution Date is equal to or less than zero, the Group II Principal Distribution Amount for that Distribution Date to be distributed to the Group II Certificates will be distributed concurrently to the Class A-II-1, Class A-II-2, Class A-II-3 and Class A-II-4 Certificates, pro rata (rather than sequentially), based on their respective Class Certificate Balances;

(y) the lesser of (A) any remaining Group II Principal Distribution Amount and (B) the Group I Senior Principal Distribution Amount that remains undistributed (a) if a Group I Trigger Event is not in effect, concurrently, to the Class A-I-1 and Class A-I-2 Certificates, pro rata, until their respective class certificate balances have been reduced to zero or (b) if a Group I Trigger Event is in effect, sequentially, to the Class A-I-1 and Class A-I-2 Certificates, in that order, until their respective certificate balances have been reduced to zero (in each case, after the distribution of the Group I Principal Distribution Amount, as provided in clause (ii)(b)(i)(A) above); and then;

(1) the Class M-1 Principal Distribution Amount to the Class M-1 Certificates, until their Class Certificate Balance has been reduced to zero;

(2) the Class M-2 Principal Distribution Amount to the Class M-2 Certificates, until their Class Certificate Balance has been reduced to zero;

(3) the Class M-3 Principal Distribution Amount to the Class M-3 Certificates, until their Class Certificate Balance has been reduced to zero;

(4) the Class M-4 Principal Distribution Amount to the Class M-4 Certificates, until their Class Certificate Balance has been reduced to zero;

(5) the Class M-5 Principal Distribution Amount to the Class M-5 Certificates, until their Class Certificate Balance has been reduced to zero;

(6) the Class M-6 Principal Distribution Amount to the Class M-6 Certificates, until their Class Certificate Balance has been reduced to zero;

(7) the Class M-7 Principal Distribution Amount to the Class M-7 Certificates, until their Class Certificate Balance has been reduced to zero;

(8) the Class M-8 Principal Distribution Amount to the Class M-8 Certificates, until their Class Certificate Balance has been reduced to zero; and

(9) the Class M-9 Principal Distribution Amount to the Class M-9 Certificates, until their Class Certificate Balance has been reduced to zero.

(c) Any amount of Available Funds remaining after the distributions in clauses (a) and (b) above shall be distributed in the following order of priority with respect to the Certificates:

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

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

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

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

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

(vi) to the holders of the Class M-3 Certificates, any Unpaid Interest Amounts for the Class;

(vii) to the holders of the Class M-3 Certificates, any Unpaid Realized Loss Amount for the Class;

(viii) to the holders of the Class M-4 Certificates, any Unpaid Interest Amounts for the Class;

(ix) to the holders of the Class M-4 Certificates, any Unpaid Realized Loss Amount for the Class;

(x) to the holders of the Class M-5 Certificates, any Unpaid Interest Amounts for the Class;

(xi) to the holders of the Class M-5 Certificates, any Unpaid Realized Loss Amount for the Class;

(xii) to the holders of the Class M-6 Certificates, any Unpaid Interest Amounts for the Class;

(xiii) to the holders of the Class M-6 Certificates, any Unpaid Realized Loss Amount for the Class;

(xiv) to the holders of the Class M-7 Certificates, any Unpaid Interest Amounts for the Class;

(xv) to the holders of the Class M-7 Certificates, any Unpaid Realized Loss Amount for the Class;

(xvi) to the holders of the Class M-8 Certificates, any Unpaid Interest Amounts for the Class;

(xvii) to the holders of the Class M-8 Certificates, any Unpaid Realized Loss Amount for the Class;

(xviii) to the holders of the Class M-9 Certificates, any Unpaid Interest Amounts for the Class;

(xix) to the holders of the Class M-9 Certificates, any Unpaid Realized Loss Amount for the Class;

(xx) to the Excess Reserve Fund Account, the amount of any Net WAC Cap Payment for such Distribution Date;

(xxi) from funds on deposit in the Excess Reserve Fund Account, to the Certificateholders an amount equal to any Net WAC Cap Carryforward Amount for such Distribution Date in the order and priority specified in Section 4.02(IV);

(xxii) to the Supplemental Interest Trust for payment to the Swap Provider, any Swap Termination Payments resulting from a Swap Provider Trigger Event not previously paid;

(xxiii) to the holders of the Class C Certificate, (a) the Class C Distributable Amount and (b) on any Distribution Date on which the Certificate Balances of the Class A and Class M Certificates have been reduced to zero, any remaining amounts in reduction of the Certificate Balance of the Class C Certificates, until the Certificate Balance thereof has been reduced to zero (and for federal and state income tax purposes, such total amounts shall be treated as amounts distributed by REMIC IV to the Holder of the Class C Interest and by REMIC V to the Holder of the Class C Certificates);

(xxiv) if such Distribution Date follows the Prepayment Period during which occurs the latest date on which a Prepayment Charge may be required to be paid in respect of any Mortgage Loans, to the Holders of the Class P Certificates, in reduction of the Certificate Balance thereof, until the Certificate Balance thereof is reduced to zero (and for federal and state income tax purposes, such total amounts shall be treated as amounts distributed by REMIC IV to the Holder of the Class P Interest and by REMIC VI to the Holder of the Class P Certificates); and

(xxv) to the holders of the Class R Certificates (in respect of the Class R-IV Interest), the remaining amount.

(II) On each Distribution Date, an amount equal to all Prepayment Charges received during the related Prepayment Period will be distributed to the holders of the Class P Certificates. The payment of the foregoing amounts to the Holders of the Class P Certificates shall not reduce the Certificate Balances thereof.

(III) Without limiting the provisions of Section 9.02, by acceptance of the Class R Certificates, the holders of the Class R Certificates agree, and it is the understanding of the parties hereto, for so long as the NIM Notes are outstanding, to assign and transfer their rights to receive any amounts otherwise distributable to the holders of the Class R Certificates (and such rights are hereby assigned and transferred) to the holders of the Class C Certificates, to be paid to the holders of the Class C Certificates.

(IV) On each Distribution Date, the Trustee will make the disbursements and transfers from amounts then on deposit in the Excess Reserve Fund Account in the following order of priority, to the extent of funds available therefor:

(a) From payments, if any, received under the Cap Contract as follows, subject to the provisions set forth in subsection (c) below:

(i) concurrently, to each Class of Group I Certificates, pro rata, based on the amount of the Net WAC Cap Carry Forward Amount for each such Class;

(ii) concurrently, to each class of Group II Certificates, pro rata, the amount of the Net WAC Cap Carry Forward Amount for each such class;

(iii) sequentially, to the Subordinated Certificates, in order of their payment priority, the amount of Net WAC Cap Carry Forward Amount for each such Class; and

(iv)

to the Cap Contract Counterparty, any remaining cap payments.

(b) From other amounts on deposit in the Excess Reserve Fund Account as follows:

(i) concurrently, to each class of Class A Certificates, pro rata, the amount of the Net WAC Cap Carry Forward Amount for each such Class; and

(ii) sequentially, to the Subordinated Certificates, in order of their payment priority, to the extent of any remaining Net WAC Cap Carry Forward Amount for each such Class.

(c) Notwithstanding anything to the contrary herein, for so long as any Certificates are held by the Seller or its Affiliates, the Trustee shall not knowingly distribute any amounts received under the Cap Contract in respect of any Class of Certificates held by the Seller or any of its Affiliates, and any such amounts shall instead be distributed in accordance with Section 4.02(IV) excluding those Certificates held by the Seller or its Affiliates. At least six (6) Business Days prior to the related Distribution Date, the Seller shall make available to the Trustee a statement containing (i) the aggregate Certificate Balances of each of the Group I Certificates, Group II Certificates and Subordinated Certificates owned by the Seller or any of its Affiliates during the immediately preceding Interest Accrual Period and/or as of the date of such statement to the Trustee and (ii) the names of the Sellers and/or any of its Affiliates that own any of the Group I Certificates, Group II Certificates or Subordinated Certificates during the immediately preceding Interest Accrual Period and/or as of the date of such statement to the Trustee. The Seller and its Affiliates hereby agree that (i) the Seller and its Affiliates shall own not less than 100% of any Class of Certificates and all transfers of Group I Certificates, Group II Certificates or Subordinated Certificates of any Class that the Seller and/or is Affiliates may undertake shall be restricted to 100% of such Class and (ii) neither the Seller nor any of its Affiliates shall undertake to sell any Certificates held by such entities or purchase any additional Certificates from the date of such statement to the Trustee until the first day following the related Distribution Date. Any amounts received by the Seller or any of its Affiliates under the Cap Contract in respect of such Certificates owned by the Seller or any of its Affiliates, or in error or otherwise, shall be immediately returned by the Seller to the Trustee and then distributed by the Trustee to other entitled Certificateholders of such Class in accordance with Section 4.02(IV), and if no such other Certificateholders, to the Cap Contract Counterparty.

(V) On each Distribution Date, the Supplemental Interest Trust Administrator shall distribute from the amounts received from the Swap Provider in respect of any Net Swap Payment then on deposit in the Supplemental Interest Trust the following amounts in the following order of priority:

(1) concurrently, to the Class A Certificates, pro rata, in an amount equal to any Unpaid Interest Amounts (including any Unpaid Interest Amounts from prior Distribution Dates);

(2) sequentially, to the Subordinated Certificates, in order of their payment priority, in an amount equal to any Unpaid Interest Amounts (including any Unpaid Interest Amounts from prior Distribution Dates);

(3) concurrently, to the Classes of Certificates then entitled to distributions of principal, to fund the Extra Principal Distribution Amount for the Distribution Date, to be paid as a component of the Principal Distribution Amount in the same order of priority as described in Sections 4.01(I)(b) above;

(4)

[reserved];

(5) sequentially, to the Subordinated Certificates, in order of their payment priority, in an amount equal to any Unpaid Realized Losses; and

(6) to the Excess Reserve Fund Account, to pay the Class A Certificates and the Subordinated Certificates as follows: first, to the Class A Certificates, pro rata, any related Net WAC Cap Carry Forward Amounts for such Classes of Class A Certificates remaining unpaid on such Distribution Date, and second, sequentially, to the Subordinated Certificates, in order of their payment priority, any related Net WAC Cap Carry Forward Amounts for such Class or Classes of Subordinated Certificates remaining unpaid on such Distribution Date, in each case to the extent not covered by other amounts on deposit in the Excess Reserve Fund Account.

(VI) It is the intention of all of the parties hereto that the Class C Certificates receive all principal and interest received by the Trust on the Mortgage Loans that is not otherwise distributable to any other Class of Regular Certificates or REMIC Regular Interests and that the Residual Certificates are to receive no principal and interest. If the Trustee determines that the Residual Certificates are entitled to any distributions, the Trustee, prior to any such distribution to any Residual Certificate, shall notify the Depositor of such impending distribution but shall make such distribution in accordance with the terms of this Agreement until this Agreement is amended as specified in the following sentence. Upon such notification, the Depositor will request an amendment to the Pooling and Servicing Agreement to revise such mistake in the distribution provisions. The Residual Certificate Holders, by acceptance of their Certificates, and the Servicer(s), hereby agree to any such amendment and no further consent shall be necessary, notwithstanding anything to the contrary in Section 10.01 of this Pooling and Servicing Agreement; provided, however, that such amendment shall otherwise comply with Section 10.01 hereof.

Section 4.03

Monthly Statements to Certificateholders.

(a) Not later than each Distribution Date, the Trustee shall prepare and make available to each Certificateholder, the Master Servicer, the Depositor, the NIM Insurer and each Rating Agency on its Internet website 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 Unpaid Interest Amounts included in the distribution and any remaining Unpaid Interest Amounts after giving effect to the distribution, any Net WAC Cap Carry Forward Amount for the Distribution Date, and the amount of all Net WAC Cap Carry Forward Amounts covered by withdrawals from the Excess Reserve Fund Account on the Distribution Date;

(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, including any Net WAC Cap Carry Forward Amount not covered by amounts in the Excess Reserve Fund Account;

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

(v)

the Pool Stated Principal Balance;

(vi) the amount of the Master Servicing Fees paid to or retained by the Master Servicer or with respect to the Distribution Date;

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

(viii) 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;

(ix) the number and aggregate outstanding balance of the Mortgage Loans in each Loan Group as of the end of the preceding calendar month:

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

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

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

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

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

(xii) the total number and principal balance of any REO Properties (and market value, if available) as of the close of business on the Determination Date preceding the Distribution Date;

(xiii) whether a Trigger Event is in effect (including the calculation thereof and the aggregate outstanding balance of all 60+ Day Delinquent Loans);

(xiv) the amount on deposit in the Excess Reserve Fund Account (after giving effect to distributions on the Distribution Date);

(xv) the aggregate amount of Applied Realized Loss Amounts incurred during the preceding calendar month and the aggregate Unpaid Realized Loss Amount through the Distribution Date;

(xvi) the amount due under the Cap Contract and amounts received under the Cap Contract;

(xvii) the amount of any Net Swap Payment to the Supplemental Interest Trust from the Swap Provider and any Swap Termination Payment to the Supplemental Interest Trust from the Swap Provider;

(xviii) the amount of any Total Monthly Excess Spread on the Distribution Date and the allocation thereof to the Certificateholders with respect to Unpaid Realized Loss Amounts and Unpaid Interest Amounts;

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

	(xx)	the Overcollateralization Amount and the Overcollateralization Target Amount;
	(xxi)	Prepayment Charges collected, waived, and paid by the Master Servicer;

(xxii) the amount on deposit in the Pre-Funding Accounts and the Interest Coverage Accounts; and

(xxiii) for the distribution occurring on the Distribution Date immediately following the end of the Funding Period, the balance on deposit in the Group I Pre-Funding Account and/or the Group II Pre-Funding Account that has not been used to purchase Subsequent Mortgage Loans and that is being distributed to the Certificateholders on such Distribution Date.

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

If the statement is not accessible to any of the Certificateholders, the Master Servicer, the Depositor, the NIM Insurer or any Rating Agency on the Trustee’s Internet website, the Trustee shall forward a hard copy of it to each Certificateholder, the Master Servicer, the Depositor, the NIM Insurer and each Rating Agency immediately after the Trustee becomes aware that it is not accessible to any of them via its website. The address of the Trustee’s Internet website where the statement will be accessible is https://www.tss.db.com/invr. Assistance in using the Trustee’s Internet website may be obtained by

calling the Trustee’s customer service desk at (800) 735-7777. The Trustee shall notify each Certificateholder, the Master Servicer, the Depositor, the NIM Insurer and each Rating Agency in writing of any change in the address or means of access to the Internet website where the statement is accessible.

(b) The Trustee’s responsibility for disbursing the above information to the Certificateholders is limited to the availability, timeliness, and accuracy of the information derived from the Master Servicer. The Trustee is not responsible for any inaccuracies in or caused by the data provided by 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 3.09(b)(ii) and any other information that the Master Servicer and the Trustee mutually agree on.

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

Section 4.04

Cap Contract

(a) On or prior to the Closing Date, the Trustee, on behalf of the Trust Fund, is hereby authorized to, and will enter into the Cap Contract for the benefit of the Holders of the Group I Certificates, the Group II Certificates and the Subordinated Certificates. The Cap Contract will be an asset of the Trust Fund but not be an asset of any REMIC.

(b) The Trustee will prepare and deliver any notices required to be delivered to the Cap Contract Counterparty under the Cap Contract.

(c) The Trustee shall terminate the Cap Contract Counterparty upon the occurrence of an event of default under the Cap Contract of which a Responsible Officer of the Trustee has actual knowledge. Upon such termination, the Cap Contract Counterparty may be required to pay an amount to the Trustee in respect of market quotations for the replacement cost of the Cap Contract. Any such amounts shall be held in the Excess Reserve Fund Account and applied as necessary until the Cap Contract termination date.

(d) The Trustee shall deposit any amounts received on the Cap Contract into the Excess Reserve Fund and distribute such amounts as provided in Section 4.02(IV)(except as set forth in (c) above).

Section 4.05

Supplemental Interest Trust.

(a) As of the Closing Date, the Supplemental Interest Trust Administrator shall establish and maintain in the name of the Trustee a separate trust for the benefit of the holders of the Class A Certificates and Subordinated Certificates (the “Supplemental Interest Trust”) into which the Depositor shall deposit $1,000. The Supplemental Interest Trust shall hold the Swap Agreement. The Supplemental Interest Trust shall include an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other

moneys of the Trustee or of the Supplemental Interest Trust Administrator held pursuant to this Agreement. Amounts therein shall be held uninvested.

(b) On each Distribution Date, the Supplemental Interest Trust Administrator shall deposit into the Supplemental Interest Trust amounts distributable to the Supplemental Interest Trust pursuant to Sections 4.02(I) and (V) of this Agreement. On each Distribution Date, the Supplemental Interest Trust Administrator shall distribute any such amounts to the Swap Provider pursuant to the Swap Agreement, first to pay any Net Swap Payment owed to the Swap Provider for such Distribution Date, and second to pay any Swap Termination Payment owed to the Swap Provider.

(c) On each Distribution Date, the Supplemental Interest Trust Administrator shall deposit into the Supplemental Interest Trust amounts received from the Swap Provider. On each Distribution Date, the Supplemental Interest Trust Administrator shall distribute from the Supplemental Interest Trust an amount equal to or less than the amount of any Net Swap Payment received from the Swap Provider under the Swap Agreement, in the following order of priority:

(i) first, an amount equal to the aggregate amount required under Sections 4.02(I) and (V) to be distributed on such Distribution Date, to the Class A and Subordinated Certificateholders in accordance with Sections 4.02(I) and (V) of this Agreement; provided, that for this purpose no Certificates held by the Seller, the Depositor or any Affiliate shall receive such distribution;

(ii) second, an amount equal to the aggregate amount required under Section 2.13(a) of the Indenture, in accordance with priorities of distribution (ii), (iii) and (iv) under Section 2.13(f) of the Indenture, to be distributed on the related Payment Date (as defined in the Indenture) to the indenture trustee and in accordance with the Indenture; and

(iii)

third, any remainder to IndyMac Bank, F.S.B.

(d) The Supplemental Interest Trust constitutes an “outside reserve fund” within the meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC. IndyMac Bank, F.S.B. shall be the beneficial owner of the Supplemental Interest Trust, as such entity is entitled to receive any remaining amounts payable by the Swap Provider under the Swap Agreement as described pursuant to Section 4.05(c), subject to the power of the Supplemental Interest Trust Administrator to transfer amounts under this Agreement. The Supplemental Interest Trust Administrator shall keep records that accurately reflect the funds on deposit in the Supplemental Interest Trust. The Supplemental Interest Trust Administrator shall, at the written direction of IndyMac Bank, F.S.B., invest amounts on deposit in the Supplemental Interest Trust in Permitted Investments. In the absence of written direction to the Supplemental Interest Trust Administrator from IndyMac Bank, F.S.B., all funds in the Supplemental Interest Trust shall remain uninvested. On each Distribution Date, the Supplemental Interest Trust Administrator shall distribute, not in respect of any REMIC, any interest earned on the Supplemental Interest Trust to IndyMac Bank, F.S.B. It is the intention of the parties hereto that, for federal income tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from IndyMac Bank, F.S.B. IndyMac Bank F.S.B.’s ownership interest in the Supplemental Interest Trust may not be transferred (or re-transferred) unless 100% of the ownership interest is transferred (or re-transferred) to a single entity treated as a corporation for federal income tax purposes. IndyMac Bank F.S.B., and any subsequent owner of the Supplemental Interest Trust, will provide (and update as required or reasonably requested) an IRS Form W-9 or appropriate IRS Form W-8 to the Trustee.

(e) For federal income tax purposes, amounts paid to the Supplemental Interest Trust on each Distribution Date pursuant to Sections 4.02(I) and (V) shall first be deemed paid to the Supplemental Interest Trust in respect of REMIC VII Regular Interest SWAP IO to the extent of the amount distributable on REMIC VII Regular Interest SWAP IO on such Distribution Date, and any remaining amount shall be deemed paid to the Supplemental Interest Trust in respect of a Class IO Distribution Amount.

(f) The Supplemental Interest Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class C, Class R and Class R-X Certificates) as having entered into a notional principal contract with the owners of the Supplemental Interest Trust. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class C, Class R and Class R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the owner of the Supplemental Interest Trust an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC Regular Interest ownership of which is represented by such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of such Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to a notional principal contract, the Holder of the Class C Certificates shall be treated as having agreed to pay Net WAC Cap Carry Forward Amounts to the Holders of the Certificates (other than the Class C, Class P, Class R and Class R-X Certificates) in accordance with the terms of this Agreement. Any payments to such Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class C, Class P, Class R and Class R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of the REMIC Regular Interest ownership of which is represented by such Certificates, and as having been paid by such Holders to the Supplemental Interest Trust pursuant to the notional principal contract. Thus, each Certificate (other than the Class P, Class R and Class R-X Certificates) shall be treated as representing not only ownership of a Regular Interest in REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

(g) In the event that the Swap Agreement is terminated prior to the Distribution Date in August 2009, the Supplemental Interest Trust Administrator shall, as directed by and upon the recommendation of a nationally-recognized investment bank (which may be UBS Securities LLC), and using any Swap Termination Payments paid by the Swap Provider and deposited in the Supplemental Interest Trust, appoint a successor Swap Provider.

(h) Notwithstanding anything contained herein, in the event that a qualified successor Swap Provider is unable to be located, in accordance with Section 4.05(g) above, within 30 days after receipt by the Supplemental Interest Trust Administrator of the Swap Termination Payment paid by the terminated Swap Provider, the Supplemental Interest Trust Administrator shall deposit such Swap Termination Payment into a separate, non-interest bearing trust account established by the Supplemental Interest Trust Administrator and the Supplemental Interest Trust Administrator shall, on each Distribution Date following receipt of such Swap Termination Payment, withdraw from such account an amount equal to the Net Swap Payment, if any, that would have been paid to the Trust by the original Swap Provider (computed in accordance with the original Swap Agreement, attached hereto as Exhibit K) and distribute such amount in accordance with Section 4.05(c). On the Distribution Date immediately after the termination date of the original Swap Agreement, the Supplemental Interest Trust Administrator

shall withdraw any funds remaining in such account and distribute such amount in accordance with this Agreement.

Section 4.06

Tax Treatment of Net Swap Payments and Swap Termination Payments.

For federal income tax purposes, each holder of a Class A or Subordinated Certificate is deemed to own an undivided beneficial ownership interest in a REMIC Regular Interest and the right to receive payments from either the Excess Reserve Fund Account or the Supplemental Interest Trust in respect of any Net WAC Cap Carry Forward Amounts or the obligation to make payments to the Supplemental Interest Trust.

For federal income tax purposes, the Supplemental Interest Trust Administrator will account for payments to each Class A and Subordinated Certificates as follows: each Class A and Subordinated Certificate will be treated as receiving their entire payment from REMIC III (regardless of any Swap Termination Payment or obligation under the Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’s obligation under the Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Swap Agreement to pay any such Swap Termination Payment (or any shortfall in the fee to the Swap Provider), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Class A or Subordinated Certificate. Resecuritization of any Class A or Subordinated Certificate in a REMIC will be permissible only if the Supplemental Interest Trust Administrator hereunder is the trustee/securities administrator in such resecuritization. The REMIC regular interest corresponding to a Class A or Subordinated Certificate will be entitled to receive interest and principal payments at the times and in the amounts equal to those made on the certificate to which it corresponds, except that (i) the maximum interest rate of that REMIC Regular Interest will equal the Net WAC Pass-Through Rate computed for this purpose by limiting the notional amount of the Swap Agreement to the aggregate principal balance of the Mortgage Loans and (ii) any Swap Termination Payment will be treated as being payable solely from Total Monthly Excess Spread. As a result of the foregoing, the amount of distributions and taxable income on the REMIC Regular Interest corresponding to a Class A or Subordinated Certificate may exceed the actual amount of distributions on the Class A or Subordinated Certificate.

Section 4.07

Certain Matters Relating to the Determination of LIBOR.

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

The Pass-Through Rate for each Class of LIBOR Certificates for each Interest Accrual Period shall be determined by the Trustee on each LIBOR Determination Date so long as the LIBOR Certificates are outstanding on the basis of LIBOR and the respective formulae appearing in footnotes corresponding to the LIBOR Certificates in the table relating to the Certificates in the Preliminary Statement. The Trustee shall not have any liability or responsibility to any Person for its inability, following a good-faith

reasonable effort, to obtain quotations from the Reference Banks or to determine the arithmetic mean referred to in the definition of LIBOR, all as provided for in this Section 4.07 and the definition of LIBOR. The establishment of LIBOR and each Pass-Through Rate for the LIBOR Certificates by the Trustee shall (in the absence of manifest error) be final, conclusive and binding upon each Holder of a Certificate and the Trustee.

Section 4.08

Distributions and Allocation of Realized Losses to the REMIC I Regular Interests, REMIC II Regular Interests and REMIC III Regular Interests.

(I) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R Certificates (in respect of the Class R-I Interest), as the case may be:

With respect to the Group I Mortgage Loans:

(1)(i) to the Holders of REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT1PF in an amount equal to (A) the Uncertificated Interest for each REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; and

(ii) to the Holders of REMIC I Regular Interest I-LTP, on the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause;

(2) to the Holders of REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT1PF, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (1)(i) above, allocated as follows:

(a)

to the Holders of REMIC I Regular Interest I-LT1, until the Uncertificated Balance of REMIC I Regular Interest I-LT1 is reduced to zero;

(b)

to the Holders of REMIC I Regular Interest I-LT1PF, until the Uncertificated Balance of REMIC I Regular Interest I-LT1PF is reduced to zero; and

(c)

any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-I Interest);

provided, however, that for the first two Distribution Dates, such amounts relating to the Initial Group I Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT1 and such amounts relating to the Subsequent Group I Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT1PF.

With respect to the Group II Mortgage Loans:

(1) to the Holders of REMIC I Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF in an amount equal to (A) the Uncertificated Interest for each REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; and

(2) to the Holders of REMIC I Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (1) above, allocated as follows:

(a)

to the Holders of REMIC I Regular Interest I-LT2, until the Uncertificated Balance of REMIC I Regular Interest I-LT2 is reduced to zero;

(b)

to the Holders of REMIC I Regular Interest I-LT2PF, until the Uncertificated Balance of REMIC I Regular Interest I-LT2PF is reduced to zero; and

(c)

any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-I Interest);

provided, however, that for the first two Distribution Dates, such amounts relating to the Initial Group II Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT2 and such amounts relating to the Subsequent Group II Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT2PF.

On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period will be distributed by REMIC I to the Holders of REMIC I Regular Interest I-LTP. The payment of the foregoing amounts to the Holders of REMIC I Regular Interest I-LTP shall not reduce the Uncertificated Balance thereof.

(II) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R Certificates (in respect of the Class R-II Interest), as the case may be:

With respect to the Group I Mortgage Loans:

(A)

to Holders of each of REMIC II Regular Interest I-I, REMIC I Regular Interest P and REMIC II Regular Interest I-1-A through I-44-B, pro rata, in an amount equal to (A) Uncertificated Interest for such REMIC II Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates;

(B)

to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: first, to REMIC II Regular Interest I until the Uncertificated Balance is reduced to zero and second, to REMIC II Regular interests I-1-A through I-44-B starting with the lowest numerical denomination until the Uncertificated Balance of each such REMIC II Regular Interest is reduced to zero, provided that, for REMIC II Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC II Regular Interests, and second, to the extent of the product of (a) any Overcollateralization Release Amounts multiplied by (b) a fraction, the numerator of which is the aggregate Scheduled Principal Balance of the Group I Mortgage Loans and the denominator of which is the aggregate Scheduled Principal Balance of the Mortgage Loans, to REMIC II Regular Interest I until the Uncertificated Balance of such REMIC II Regular Interest is reduced to zero; and

(C)

to the Holders of REMIC II Regular Interest P, (A) on each Distribution Date, 100% of the amount paid in respect of Prepayment Charges and (B) on the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause.

With respect to the Group II Mortgage Loans:

(A)

to Holders of each of REMIC II Regular Interest II and REMIC II Regular Interest II-1-A through II-44-B, pro rata, in an amount equal to (A) Uncertificated Interest for such REMIC II Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates;

(B)

to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: first, to REMIC II Regular Interest II until the Uncertificated Balance is reduced to zero and second, to REMIC II Regular interests II-1-A through II-44-B starting with the lowest numerical denomination until the Uncertificated Balance of each such REMIC II Regular Interest is reduced to zero, provided that, for REMIC II Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC II Regular Interests, and second, to the extent of the product of (a) any Overcollateralization Release Amounts multiplied by (b) a fraction, the numerator of which is the aggregate Scheduled Principal Balance of the Group II Mortgage Loans and the denominator of which is the aggregate Scheduled Principal Balance of the Mortgage Loans, to REMIC II Regular Interest II until the Uncertificated Balance of such REMIC II Regular Interest is reduced to zero; and

(C)

to the Holders of REMIC II Regular Interest P, on each Distribution Date, 100% of the amount paid in respect of Prepayment Charges.

(III) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC III to REMIC IV on account of the REMIC III Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R Certificates (in respect of the Class R-III Interest), as the case may be:

(A) to the Holders of REMIC III Regular Interest LTIO, in an amount equal to (A) accrued Uncertificated Interest for such REMIC III Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates.

(B) to Holders of REMIC III Regular Interest LTAA, REMIC III Regular Interest LTAI1, REMIC III Regular Interest LTAI2, REMIC III Regular Interest LTAII1, REMIC III Regular Interest LTAII2, REMIC III Regular Interest LTAII3, REMIC III Regular Interest LTAII4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8, REMIC III Regular Interest LTM9 and REMIC III Regular Interest LTZZ, on a pro rata basis, in an amount equal to (A) the Uncertificated Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Interest in respect of REMIC III Regular Interest LTZZ shall

be reduced and deferred when the REMIC III Overcollateralized Amount is less than the REMIC III Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the Maximum LTZZ Uncertificated Interest Deferral Amount and such amount will be payable to the Holders of REMIC III Regular Interest LTAI1, REMIC III Regular Interest LTAI2, REMIC III Regular Interest LTAII1, REMIC III Regular Interest LTAII2, REMIC III Regular Interest LTAII3, REMIC III Regular Interest LTAII4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8 and REMIC III Regular Interest LTM9, in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Certificates and the Uncertificated Balance of the REMIC III Regular Interest LTZZ shall be increased by such amount;

(C) to the Holders of REMIC III Regular Interest LT1SUB, REMIC III Regular Interest LT1GRP, REMIC III Regular Interest LT2SUB, REMIC III Regular Interest LT2GRP and REMIC III Regular Interest LTXX, on a pro rata basis, in an amount equal to (A) the Uncertificated Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates;

(D) to the Holders of REMIC III Regular Interests, in an amount equal to the remainder of the REMIC III Marker Allocation Percentage of the Available Funds for such Distribution Date after the distributions made pursuant to clause (a) above, allocated as follows:

(i) 98.00% of such remainder (other than amounts payable under clause (iii) below) to the Holders of REMIC III Regular Interest LTAA and REMIC III Regular Interest LTP, until the Uncertificated Balance of such REMIC III Regular Interests are reduced to zero; provided, however, that REMIC III Regular Interest LTP shall not be reduced until the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC III Regular Interest LTP, until $100 has been distributed pursuant to this clause;

(ii) 2.00% of such remainder (other than amounts payable under clause (iii) below) first, to the Holders of REMIC III Regular Interest LTAI1, REMIC III Regular Interest LTAI2, REMIC III Regular Interest LTAII1, REMIC III Regular Interest LTAII2, REMIC III Regular Interest LTAII3, REMIC III Regular Interest LTAII4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8 and REMIC III Regular Interest LTM9 of such REMIC III Regular Interests are reduced to zero, 1.00% in the same proportion as principal payments are allocated to the Corresponding Certificates, and second, to the Holders of REMIC III Regular Interest LTZZ (other than amounts payable under clause (iii) below), until the Uncertificated Balance of such REMIC III Regular Interest is reduced to zero; and

(iii) any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-III Interest);

provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that are attributable to an Overcollateralization Reduction Amount shall be allocated to Holders of (i) REMIC III Regular

Interest LTAA and REMIC III Regular Interest LTP, in that order and (ii) REMIC III Regular Interest LTZZ, respectively; provided, that REMIC III Regular Interest LTP shall not be reduced until the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC III Regular Interest LTP, until $100 has been distributed pursuant to this clause; and

(E) to the Holders of REMIC III Regular Interests, in an amount equal to the remainder of the REMIC III Sub WAC Allocation Percentage of Available Funds for such Distribution Date after the distributions made pursuant to clause (b) above, such that distributions of principal shall be deemed to be made to the REMIC III Regular Interests first: so as to keep the Uncertificated Balance of each REMIC III Regular Interest ending with the designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC III Regular Interest ending with the designation “SUB,” so that the Uncertificated Balance of each such REMIC III Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Balance of the Class A Certificates in the related Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC III Regular Interests such that the REMIC III Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC III Regular Interest LTXX.

Notwithstanding the priorities and amounts of distribution of funds pursuant to this Section 4.08(I), actual distributions of the Available Funds shall be made only in accordance with Section 4.02.

(F)(i) All Realized Losses on the Group I Mortgage Loans shall be allocated by the Trustee on each Distribution Date, first to REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT1PF, until the Uncertificated Balance of each such REMIC I Regular Interest has been reduced to zero; provided however, that with respect to the first two Distribution Dates, all Realized Losses on the Initial Group I Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT1, until the Uncertificated Balance thereof has been reduced to zero, and all Realized Losses on the Subsequent Group I Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT1PF until the Uncertificated Balance thereof has been reduced to zero. All Realized Losses on the Group II Mortgage Loans shall be allocated by the Trustee on each Distribution Date, first to REMIC I Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF, until the Uncertificated Balance of each such REMIC I Regular Interest has been reduced to zero; provided however, that with respect to the first two Distribution Dates, all Realized Losses on the Initial Group II Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT2, until the Uncertificated Balance thereof has been reduced to zero, and all Realized Losses on the Subsequent Group II Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT2PF until the Uncertificated Balance thereof has been reduced to zero.

(ii)

With respect to the REMIC II Regular Interests, all Realized Losses on the Group I Loans shall be allocated shall be allocated by the Trustee on each Distribution Date first, to REMIC II Regular Interest I until the Uncertificated Balance has been reduced to zero, and second, to REMIC II Regular Interest I-1-A through REMIC II Regular Interest I-44-B, starting with the lowest numerical denomination until such REMIC II Regular Interest has been reduced to zero, provided that, for REMIC II Regular Interests with the same numerical denomination, such Realized Losses shall be allocated pro rata between such REMIC II Regular Interests. All Realized Losses on the Group II Loans shall be allocated on each Distribution Date first, to REMIC II Regular Interest II until the Uncertificated Balance has been reduced to zero, and

second, to REMIC II Regular Interest II-1-A through REMIC II Regular Interest

II-44-B, starting with the lowest numerical denomination until such REMIC II Regular Interest has been reduced to zero, provided that, for REMIC II Regular Interests with the same numerical denomination, such Realized Losses shall be allocated pro rata between such REMIC II Regular Interests.

(iii)

The REMIC III Marker Allocation Percentage of all Realized Losses on the Mortgage Loans shall be allocated by the Trustee on each Distribution Date to the following REMIC III Regular Interests in the specified percentages, as follows: first, to Uncertificated Interest payable to the REMIC III Regular Interest LTAA and REMIC III Regular Interest LTZZ up to an aggregate amount equal to the REMIC III Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated Balances of the REMIC III Regular Interest LTAA and REMIC III Regular Interest LTZZ up to an aggregate amount equal to the REMIC III Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated Balances of REMIC III Regular Interest LTAA, REMIC III Regular Interest LTM9 and REMIC III Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest LTM9 has been reduced to zero; fourth, to the Uncertificated Balances of REMIC III Regular Interest LTAA, REMIC III Regular Interest LTM8 and REMIC III Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest LTM8 has been reduced to zero; fifth, to the Uncertificated Balances of REMIC III Regular Interest LTAA, REMIC III Regular Interest LTM7 and REMIC III Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest LTM7 has been reduced to zero; sixth, to the Uncertificated Balances of REMIC III Regular Interest LTAA, REMIC III Regular Interest LTM6 and REMIC III Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest LTM6 has been reduced to zero; seventh, to the Uncertificated Balances of REMIC III Regular Interest LTAA, REMIC III Regular Interest LTM5 and REMIC III Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest LTM5 has been reduced to zero; eighth, to the Uncertificated Balances of REMIC III Regular Interest LTAA, REMIC III Regular Interest LTM4 and REMIC III Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest LTM4 has been reduced to zero; ninth, to the Uncertificated Balances of REMIC III Regular Interest LTAA, REMIC III Regular Interest LTM3 and REMIC III Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest LTM3 has been reduced to zero; tenth, to the Uncertificated Balances of REMIC III Regular Interest LTAA, REMIC III Regular Interest LTM2 and REMIC III Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest LTM2 has been reduced to zero; and eleventh, to the Uncertificated Balances of REMIC III Regular Interest LTAA, REMIC III Regular Interest LTM1 and REMIC III Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest LTM1 has been reduced to zero.

(iv)

The REMIC III Sub WAC Allocation Percentage of all Realized Losses shall be applied after all distributions have been made on each Distribution Date: first, so as to keep the Uncertificated Balance of each REMIC III Regular Interest ending with the designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC III Regular Interest ending with the designation “SUB,” so that the Uncertificated Balance of each such REMIC III Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Balance of the Class A Certificates in the related Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the

least amount of Realized Losses shall be applied to such REMIC III Regular Interests such that the REMIC III Subordinated Balance Ratio is maintained); and third, any remaining Realized Losses shall be allocated to REMIC III Regular Interest LTXX.

ARTICLE V

THE CERTIFICATES

Section 5.01

The Certificates.

The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations in the Preliminary Statement, integral multiples of $1.00 in excess thereof (except that one Certificate in each Class may be issued in a different amount that 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 the Holder at a bank or other entity having appropriate facilities therefor, if the Holder has so notified the Trustee at least five (5) Business Days before the related Record Date; and

(y) by check mailed by first class mail to the Certificateholder at the address of such holder appearing in the Certificate Register.

The Trustee shall execute the Certificates by 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 to the Trustee, on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

Section 5.02

Certificate Register; Registration of Transfer and Exchange of Certificates.

(a) The Trustee shall maintain, 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, countersign 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 or his attorney duly authorized in writing shall accompany every Certificate presented or surrendered for registration of transfer or exchange. In addition, (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such Class R Certificate for four separate certificates, each representing such holder’s respective Percentage Interest in the Class R-I Interest, the Class R-II Interest, the Class R-III Interest and the Class R-IV Interest that was evidenced by the Class R Certificate being exchanged and (ii) with respect to each Class R-X Certificate, the holder thereof may exchange, in the manner described above, such Class R-X Certificate for three separate certificates, each representing such holder’s respective Percentage Interest in the Class R-V Interest, the Class R-VI Interest and the Class R-VII Interest that was evidenced by the Class R-X Certificate being exchanged.

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

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

(b) No transfer of a Private Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under said Act and any applicable state securities laws. In the event that such a transfer of a Private Certificate is to be made without registration or qualification (other than in connection with (i) the initial transfer of any such Certificate by the Depositor to an Affiliate thereof, (ii) the transfer of any such Class C, Class P or Residual Certificate to the applicable issuer or indenture trustee under the Indenture or (iii) a transfer of any such Class C, Class P or Residual Certificate from the applicable issuer or indenture trustee under the Indenture to the Depositor or an Affiliate thereof), but in reliance on an exemption from the Securities Act and any applicable state securities laws, to assure compliance with the Securities Act and any applicable state securities laws, the Certificateholder desiring to effect the transfer shall certify to the Trustee in writing the facts surrounding the transfer in substantially the form of Exhibit J (the “Transferor Certificate”) and either (i) deliver to the Trustee a letter in substantially the form of Exhibit L (the “Rule 144A Letter”) or (ii) deliver to the Trustee 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 the Holder of a Private Certificate, 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 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 NIM Insurer, 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 and the NIM Insurer shall have received either:

(i) a representation from the transferee of such Certificate acceptable to and in form and substance satisfactory to the Trustee and the NIM Insurer (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 L, and if the Certificate is a Residual Certificate, the requirement is satisfied only by the Trustee’s receipt of a Transfer Affidavit 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 is not a Class C, Class R or Class R-X Certificate and has been the subject of an ERISA-Qualifying Underwriting and the purchaser is an insurance company, a representation that the purchaser is an insurance company that is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60; or

(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, the NIM Insurer and the Master Servicer, which Opinion of Counsel shall not be an expense of the Trustee, the NIM Insurer, the Master Servicer or the Trust Fund, addressed to the Trustee, to the effect that the purchase or holding of such ERISA-Restricted Certificate will not result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trustee, the NIM Insurer or the Master Servicer to any obligation in addition to those expressly undertaken in this Agreement or to any liability.

For purposes of the preceding sentence, neither an Opinion of Counsel nor any certification shall be required in connection with (i) the initial transfer of any such Certificate by the Depositor to an Affiliate thereof, (ii) the transfer of any such Class C, Class P or Residual Certificate to the applicable issuer or indenture trustee under the Indenture or (iii) a transfer of any such Class C, Class P or Residual Certificate from the issuer or indenture trustee under the Indenture to the Depositor or an Affiliate thereof (in which case, the Depositor or any Affiliate thereof shall have deemed to have represented that it is not using the assets of any plan or arrangement subject to Section 406 of ERISA or plan subject to Section 4975 of the Code) and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor. In addition, with respect to transfers of an ERISA-Restricted Certificate (that is not a Residual Certificate) other than as described in the preceding sentence, if the representation letter or Opinion of Counsel referred to in the preceding sentence is not furnished, the appropriate representation in clause (i) shall be deemed to have been made to the Trustee by the transferee’s (including an initial acquirer’s) acceptance of the ERISA-Restricted Certificates. If any such representation in the preceding sentences is violated, or any attempt to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code, or a Person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, is made without the Opinion of Counsel, the attempted transfer or acquisition shall be void.

For so long as the Supplemental Interest Trust is in existence, each beneficial owner of a Class A or Class M Certificate or any interest therein, shall be deemed to have represented, by virtue of its acquisition or holding of such Certificate, or interest therein, that either (i) it is not a Plan or (ii) (A) it is an "accredited investor" as defined in Rule 501(a)(1) of Regulation D issued under the Securities Act

and (B) the acquisition and holding of such Certificate and the separate right to receive payments from the Supplemental Interest Trust are eligible for the exemptive relief available Prohibited Transaction 84-14, 90-1, 91-38, 95-60 or 96-23.

Each beneficial owner of a Subordinated Certificate or any interest therein that is acquired after the termination of the Supplemental Interest Trust shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not 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, (ii) it has acquired and is holding such certificate in reliance on the Underwriter’s Exemption, and that it understands that there are certain conditions to the availability of the Underwriter’s Exemption, including that such certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by S&P, Fitch or Moody’s, and such certificate is so rated, that it will represent that it is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D issued under the Securities Act and will obtain a representation from any transferee that such transferee is an accredited investor so long as it is required to obtain a representation regarding compliance with the Securities Act or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

To the extent permitted under applicable law (including ERISA), the Trustee shall not be liable 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 (with a copy of any such notice to the NIM Insurer) 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 copy of which shall be provided to the NIM Insurer) (a “Transfer Affidavit”) of the initial owner or the proposed transferee in the form of Exhibit I (subject to the limitations with respect thereto as set forth in Section 5.02(b)).

(iii) Subject to the limitations set forth in Section 5.02(b), 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 not be liable to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by Section 5.02(b) and this Section 5.02(c) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under this Agreement so long as the Transfer was registered after receipt of the related Transfer Affidavit, Transferor Certificate and either the Rule 144A Letter or the Investment Letter. The Trustee shall be entitled but not obligated to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the time it became a Holder or, at such subsequent time as it became other than a Permitted Transferee, all payments made on such Residual Certificate at and after either such time. Any such payments so recovered by the Trustee shall be paid and delivered by the Trustee to the last preceding Permitted Transferee of such Certificate.

(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 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, the NIM Insurer or the Master Servicer, to the effect that the elimination of such restrictions will not cause the Trust Fund hereunder to fail to qualify as a REMIC at any time that the Certificates are outstanding or result in the imposition of any tax on the Trust Fund, a Certificateholder or any other Person. The Opinion of Counsel shall be accompanied by written notification from each Rating Agency that the removal of the restriction will not cause the Rating Agency to downgrade its ratings of the Certificates. Each Person holding or acquiring any Ownership Interest in a Residual Certificate hereby consents to any amendment of this Agreement that, 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 that is held by a Person that is not a Permitted Transferee to a Holder that is a Permitted Transferee.

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

(e) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times:

(i) registration of the Certificates may not be transferred by the Trustee except to another Depository;

(ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates;

(iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository;

(iv) the Depository may collect its usual and customary fees, charges, and expenses from its Depository Participants;

(v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and

(vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners.

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

If (x)

(i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository, and

(ii) the Trustee or the Depositor is unable to locate a qualified successor, or

(y) after the occurrence of an Event of Default, Certificate Owners representing at least 51% of the Certificate Balance of the Book-Entry Certificates together advise the Trustee and the Depository through the Depository Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interests of the Certificate Owners,

then 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. None of the Master Servicer, the Depositor or the Trustee shall be liable for any delay in delivery of such instruction, and each may conclusively rely on, and shall be protected in relying on, such instructions. The 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, the NIM Insurer 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 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, the NIM Insurer 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 none of the Master Servicer, the Trustee, the NIM Insurer or 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 those 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 that those Certificateholders and/or Certificate Owners propose to transmit, or if the Depositor or Master Servicer requests such information in writing from the Trustee, then the Trustee shall, within ten (10) Business Days after the receipt of the request, provide the Depositor, the Master Servicer or those Certificateholders and/or Certificate Owners at the recipients’ expense the most recent list of the Certificateholders of the Trust Fund held by the Trustee. The Depositor and every Certificateholder, 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 and/or Certificate Owners hereunder, regardless of the source from which the information was derived.

Section 5.06

Maintenance of Office or Agency.

The Trustee will maintain at its expense an office or agency in the United States. Currently, that office is located at DB Services Tennessee, 648 Grassmere Park Road, Nashville, Tennessee 37211-3658, Attention: Transfer Unit, 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 the location of its office or agency.

ARTICLE VI

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 herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by them herein.

Section 6.02

Merger or Consolidation of the Depositor or the Master Servicer.

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

Any Person into which the Depositor or the 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. The successor or surviving Person to the Master Servicer must 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, the NIM Insurer or any of the directors, officers, employees, or agents of the Depositor, the Seller, the NIM Insurer, or the Master Servicer shall be liable to the Certificateholders for any action taken or for refraining from taking any action in good faith pursuant to this Agreement, or for errors in judgment. 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 that would otherwise be imposed for 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, the NIM Insurer and any director, officer, employee, or agent of the Depositor, the Seller, the NIM Insurer, 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 NIM Insurer, the Seller, the Master Servicer and any director, officer, employee, or agent of the Depositor, the Seller, the NIM Insurer or the Master Servicer shall be indemnified by the Trust Fund for 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 Loans (except any loss, liability, or expense 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 duties hereunder.

None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such legal action that it may deem appropriate in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder or with respect to the Mortgage Loans including, without limitation, any rights or causes of action arising out of the origination of the Mortgage Loans. 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 hereby imposed on it except (a) upon appointment of a successor servicer that is reasonably acceptable to the Trustee and the NIM Insurer and receipt by the Trustee of a letter from each Rating Agency that the resignation and appointment will not result in a downgrading of the rating of any of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to that 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 obligations hereunder.

Section 6.05

Inspection.

The Master Servicer, in its capacity as Master Servicer, shall afford the Trustee and the NIM Insurer, upon reasonable advance notice, during normal business hours, access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish to the Trustee and the NIM Insurer its most recent publicly available financial statements and any other information relating to its capacity to perform its obligations under this Agreement reasonably requested by the NIM Insurer.

ARTICLE VII

DEFAULT

Section 7.01

Events of Default.

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

(a) any failure by the Master Servicer to deposit in the Certificate Account or remit to the Trustee any payment (other than a payment required to be made under Section 4.01) required to be made by it under 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, the NIM Insurer, or the Depositor, or to the Master Servicer, the NIM Insurer, 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 sixty (60) days after the date on which written notice of such failure shall have been given to the Master Servicer by the Trustee, the NIM Insurer, or the Depositor, or to the Master Servicer, the NIM Insurer, 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 Delayed 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 sixty (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 shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Trustee may, or at the direction of the NIM Insurer or the Holders of Certificates of any Class evidencing not less than 66²/₃% 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 Master Servicer failed to make, 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 that 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 hereunder, the Master Servicer shall be entitled to receive, out of any late collection of a Scheduled Payment on a Mortgage Loan that was due before the notice terminating the Master Servicer’s rights and obligations as Master Servicer hereunder and received after the notice, that portion thereof to which the Master Servicer would have been entitled pursuant to Sections 3.09(a)(i) through (v) and (vii), and any other amounts payable to the 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 provided for herein and shall be subject to all the responsibilities, duties and liabilities (other than any liabilities incurred by the Master Servicer prior to its termination hereunder) 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.

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 reasonably acceptable to the NIM Insurer (as evidenced by the prior written consent of the NIM Insurer), the appointment of which does not adversely affect the then current rating of the Certificates and the NIM Insurer guaranteed notes by each Rating Agency, as the successor to the Master Servicer hereunder in the assumption of all or any part of the obligations of the Master Servicer hereunder.

Any successor to the Master Servicer shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standing, that has a net worth of at least $15,000,000, that is willing to service the Mortgage Loans and that executes and delivers to the Depositor and the Trustee an agreement

accepting such delegation and assignment, containing an assumption by it of the rights and obligations 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 the assignment and delegation will not be qualified or reduced as a result of the assignment and delegation.

Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of the successor out of payments on Mortgage Loans as it and the successor shall agree. No such compensation shall exceed the Master Servicing Fee Rate. The Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the 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 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. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that my have arisen under this Agreement before its termination as Master Servicer to pay any deductible under an insurance policy, to indemnify any person, or otherwise, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the Master Servicer of any of its representations and warranties contained in this Agreement.

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® System to the successor Master Servicer or (y) in causing MERS to designate on the MERS® 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 of the change of servicer to the NIM Insurer and the Mortgagors 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 Section 6.05.

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 each Rating Agency.

(b) Within sixty (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 Event of Default hereunder known to the Trustee, unless the Event of Default has been cured or waived.

ARTICLE VIII

CONCERNING THE TRUSTEE AND THE SUPPLEMENTAL INTEREST TRUST ADMINISTRATOR

Section 8.01

Duties of the Trustee and the Supplemental Interest Trust Administrator.

The Trustee, before the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, and the Supplemental Interest Trust Administrator shall undertake to perform such duties and only the duties specifically set forth in this Agreement. If 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.

Each of the Trustee and the Supplemental Interest Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee or the Supplemental Interest Trust Administrator, as applicable, 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. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Trustee or the Supplemental Interest Trust Administrator, as applicable, shall take any action it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Supplemental Interest Trust Administrator’s satisfaction, the Trustee or the Supplemental Interest Trust Administrator, as applicable, shall notify the Certificateholders of the defect. Neither the Trustee nor the Supplemental Interest Trust Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument.

No provision of this Agreement shall be construed to relieve the Trustee or the Supplemental Interest Trust Administrator from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct.

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 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 that 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 the NIM Insurer or 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.

Section 8.02

Certain Matters Affecting the Trustee and the Supplemental Interest Trust Administrator.

Except as otherwise provided in Section 8.01:

(a) each of the Trustee and the Supplemental Interest Trust Administrator may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and neither the Trustee nor the Supplemental Interest Trust Administrator shall have any responsibility to ascertain or confirm the genuineness of any signature of any such party or parties;

(b) each of the Trustee and the Supplemental Interest Trust Administrator 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) neither the Trustee nor the Supplemental Interest Trust Administrator shall 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) neither the Trustee nor the Supplemental Interest Trust Administrator shall 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 the NIM Insurer or Holders of Certificates evidencing not less than 25% of the Voting Rights allocated to each Class of Certificates;

(e) each of the Trustee and the Supplemental Interest Trust Administrator 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 neither the Trustee nor the Supplemental Interest Trust Administrator shall be responsible for any misconduct or negligence on the part of any agents, accountants or attorneys appointed with due care by it hereunder;

(f) neither the Trustee nor the Supplemental Interest Trust Administrator shall 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) neither the Trustee nor the Supplemental Interest Trust Administrator shall 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 or Swap Provider Trigger Event until a Responsible Officer of the Trustee or the Supplemental Interest Trust Administrator, as applicable, shall have received written notice thereof;

(i) neither the Trustee nor the Supplemental Interest Trust Administrator need exercise any of the trusts, rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation

in connection with this Agreement at the request, order or direction of the NIM Insurer or any of the Certificateholders pursuant to this Agreement unless the NIM Insurer or the Certificateholders shall have offered to the Trustee or the Supplemental Interest Trust Administrator, as applicable, reasonable security or indemnity satisfactory to the Trustee or the Supplemental Interest Trust Administrator, as applicable, against the costs, expenses and liabilities that may be incurred in connection therewith;

(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 Investments; and

(k) neither the Trustee nor the Supplemental Interest Trust Administrator shall knowingly take any action that would cause the Trust Fund to fail to qualify as a qualifying special purpose entity.

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

Section 8.03

Trustee and Supplemental Interest Trust Administrator 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 neither the Trustee nor the Supplemental Interest Trust Administrator assumes any responsibility for their correctness. Neither the Trustee nor the Supplemental Interest Trust Administrator makes any representations as to the validity or sufficiency of this Agreement, the Certificates, any Mortgage Loan or related document or MERS or the MERS® System other than with respect to the Trustee’s execution and countersignature of the Certificates. Neither the Trustee nor the Supplemental Interest Trust Administrator shall 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 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 and Supplemental Interest Trust Administrator May Own Certificates.

Each of the Trustee and the Supplemental Interest Trust Administrator, 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 or the Supplemental Interest Trust Administrator, as applicable.

Section 8.05

Trustee’s Fees and Expenses.

As compensation for its activities under this Agreement as Trustee and Supplemental Interest Trust Administrator, the Trustee may withdraw from the Distribution Account on each Distribution Date the Trustee Fee for the Distribution Date. The Trustee and the Supplemental Interest Trust Administrator and any director, officer, employee or agent of the Trustee or the Supplemental Interest Trust Administrator, as applicable, shall be indemnified by the Seller 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 or the Supplemental Interest Trust Administrator’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 or the Supplemental Interest Trust Administrator’s duties under this Agreement. This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee or the Supplemental Interest Trust Administrator under this Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee or the Supplemental Interest Trust Administrator, as applicable, and except for any expense, disbursement or advance arising from the Trustee’s or the Supplemental Interest Trust Administrator’s negligence, bad faith or willful misconduct, the Seller shall pay or reimburse the Trustee or the Supplemental Interest Trust Administrator, as applicable, for all reasonable expenses, disbursements and advances incurred or made by the Trustee or the Supplemental Interest Trust Administrator, as applicable, in accordance with this Agreement with respect to:

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

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

Except as otherwise provided in this Agreement, neither the Trustee nor the Supplemental Interest Trust Administrator shall be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee or the Supplemental Interest Trust Administrator, as applicable, in the ordinary course of its duties as Trustee, Supplemental Interest Trust Administrator, Registrar or Paying Agent under this Agreement or for any other expenses.

Section 8.06

Eligibility Requirements for the Trustee and the Supplemental Interest Trust Administrator.

Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2005-D 8-K