EX-4.1 3 d649553-ex4_1.htm PSA Unassociated Document

 
INDYMAC ABS, INC.
Depositor
 
 
INDYMAC BANK, F.S.B.
Seller and Servicer
 
 
DEUTSCHE BANK NATIONAL TRUST COMPANY
Trustee and Supplemental Interest Trust Trustee
 
 
____________________________________
 
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2007
 
_____________________________________
 
 
HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST
Series INDS 2007-2
 
 
HOME EQUITY MORTGAGE LOAN ASSET-BACKED CERTIFICATES
Series INDS 2007-2
 



 

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 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
[Reserved].
Section 2.08
REMIC Matters.
Section 2.09
Covenants of the Servicer.
Section 2.10
Purposes and Powers of the Trust
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01
Servicer to Service Mortgage Loans.
Section 3.02
[Reserved].
Section 3.03
[Reserved].
Section 3.04
[Reserved].
Section 3.05
Trustee to Act as Servicer.
Section 3.06
Collection of Mortgage Loan Payments; 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 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 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
Assessments of Compliance and Attestation Reports.
Section 3.19
Errors and Omissions Insurance; Fidelity Bonds.
Section 3.20
[Reserved].
Section 3.21
Prepayment Charges.
Section 3.22
[Reserved].
Section 3.23
[Reserved]
Section 3.24
Commission Reporting
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE SERVICER
Section 4.01
Advances.
Section 4.02
Priorities of Distribution.
Section 4.03
Monthly Statements to Certificateholders.
Section 4.04
Allocation of Interest Shortfalls.
Section 4.05
Supplemental Interest Trust.
Section 4.06
Tax Treatment of Net Swap Payments and Swap Termination Payments.
Section 4.07
The Policy.
Section 4.08
Certain Matters Relating to the Determination of LIBOR.
Section 4.09
Distributions and Allocation of Realized Losses to the REMIC I Regular Interests.
Section 4.10
[Reserved].
Section 4.11
Supplemental Interest Trust Credit Support Collateral Account.
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 SERVICER
Section 6.01
Respective Liabilities of the Depositor and the Servicer.
Section 6.02
Merger or Consolidation of the Depositor or the Servicer.
Section 6.03
Limitation on Liability of the Depositor, the Seller, the Servicer, and Others.
Section 6.04
Limitation on Resignation of the 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
Section 8.01
Duties of the Trustee.
Section 8.02
Certain Matters Affecting the Trustee.
Section 8.03
Trustee Not Liable for Certificates or Mortgage Loans.
Section 8.04
Trustee May Own Certificates.
Section 8.05
Trustee’s Fees and Expenses.
Section 8.06
Eligibility Requirements for the Trustee.
Section 8.07
Resignation and Removal of the Trustee.
Section 8.08
Successor Trustee.
Section 8.09
Merger or Consolidation of the Trustee.
Section 8.10
Appointment of Co-Trustee or Separate Trustee.
Section 8.11
Tax Matters.
Section 8.12
Access to Records of Trustee.
Section 8.13
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 the Certificate Insurer.
Section 10.15
Rights and Duties of the Swap Provider.
Section 10.16
Reserved.
 
 
SCHEDULES
   
Schedule I
Mortgage Loan Schedule
Schedule II:
Representations and Warranties of the Seller/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 Certificate
Exhibit B:
Reserved
Exhibit C:
Form of Class P Certificate
Exhibit D:
Form of Residual Certificate
Exhibit E:
Form of Class C Certificate
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:
[Reserved]
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-1:
Form of Certification to be Provided by the Depositor with Form 10-K
Exhibit O-2:
Trustee’s Officer’s Certificate
Exhibit P:
[Reserved]
Exhibit Q:
Form of Interest Rate Swap Agreement
Exhibit R:
Servicing Criteria to be addressed in Assessment of Compliance
Exhibit S:
Reporting Responsibility
Exhibit T:
Copy of Certificate Guaranty Insurance Policy with respect to the Class A Certificates
 
 



THIS POOLING AND SERVICING AGREEMENT, dated as of March 1, 2007, 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 servicer (in that capacity, the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”).
 
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 pool of assets consisting of the Mortgage Loans and certain other related assets (other than the Supplemental Interest Trust, the Excess Reserve Fund Account and the Interest Rate Swap Agreement) subject to this Agreement as a REMIC for federal income tax purposes, and such pool of assets will be designated as REMIC I. The Class R-I Interest will evidence the sole class of residual interests in REMIC I for purposes of the REMIC Provisions. 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.
 
Designation
 
REMIC I Remittance Rate
 
Initial Uncertificated Balance
 
Latest Possible Maturity Date(1)
I-1-A
 
Variable(2)
   
$ 2,994,564.08
 
April 25, 2037
I-1-B
 
Variable(2)
   
$ 2,994,564.08
 
April 25, 2037
I-2-A
 
Variable(2)
   
$ 1,350,584.00
 
April 25, 2037
I-2-B
 
Variable(2)
   
$ 1,350,584.00
 
April 25, 2037
I-3-A
 
Variable(2)
   
$ 1,523,041.00
 
April 25, 2037
I-3-B
 
Variable(2)
   
$ 1,523,041.00
 
April 25, 2037
I-4-A
 
Variable(2)
   
$ 1,692,103.00
 
April 25, 2037
I-4-B
 
Variable(2)
   
$ 1,692,103.00
 
April 25, 2037
I-5-A
 
Variable(2)
   
$ 19,060,563.00
 
April 25, 2037
I-5-B
 
Variable(2)
   
$ 19,060,563.00
 
April 25, 2037
I-6-A
 
Variable(2)
   
$ 1,716,762.50
 
April 25, 2037
I-6-B
 
Variable(2)
   
$ 1,716,762.50
 
April 25, 2037
I-7-A
 
Variable(2)
   
$ 1,848,094.50
 
April 25, 2037
I-7-B
 
Variable(2)
   
$ 1,848,094.50
 
April 25, 2037
I-8-A
 
Variable(2)
   
$ 1,973,973.00
 
April 25, 2037
I-8-B
 
Variable(2)
   
$ 1,973,973.00
 
April 25, 2037
I-9-A
 
Variable(2)
   
$ 2,093,794.00
 
April 25, 2037
I-9-B
 
Variable(2)
   
$ 2,093,794.00
 
April 25, 2037
I-10-A
 
Variable(2)
   
$ 2,206,980.00
 
April 25, 2037
I-10-B
 
Variable(2)
   
$ 2,206,980.00
 
April 25, 2037
I-11-A
 
Variable(2)
   
$ 2,312,981.50
 
April 25, 2037
I-11-B
 
Variable(2)
   
$ 2,312,981.50
 
April 25, 2037
I-12-A
 
Variable(2)
   
$ 2,411,283.00
 
April 25, 2037
I-12-B
 
Variable(2)
   
$ 2,411,283.00
 
April 25, 2037
I-13-A
 
Variable(2)
   
$ 2,501,410.50
 
April 25, 2037
I-13-B
 
Variable(2)
   
$ 2,501,410.50
 
April 25, 2037
I-14-A
 
Variable(2)
   
$ 2,582,929.50
 
April 25, 2037
I-14-B
 
Variable(2)
   
$ 2,582,929.50
 
April 25, 2037
I-15-A
 
Variable(2)
   
$ 2,654,522.00
 
April 25, 2037
I-15-B
 
Variable(2)
   
$ 2,654,522.00
 
April 25, 2037
I-16-A
 
Variable(2)
   
$ 2,715,093.00
 
April 25, 2037
I-16-B
 
Variable(2)
   
$ 2,715,093.00
 
April 25, 2037
I-17-A
 
Variable(2)
   
$ 2,618,835.00
 
April 25, 2037
I-17-B
 
Variable(2)
   
$ 2,618,835.00
 
April 25, 2037
I-18-A
 
Variable(2)
   
$ 2,525,639.00
 
April 25, 2037
I-18-B
 
Variable(2)
   
$ 2,525,639.00
 
April 25, 2037
I-19-A
 
Variable(2)
   
$ 2,435,752.00
 
April 25, 2037
I-19-B
 
Variable(2)
   
$ 2,435,752.00
 
April 25, 2037
I-20-A
 
Variable(2)
   
$ 2,349,057.00
 
April 25, 2037
I-20-B
 
Variable(2)
   
$ 2,349,057.00
 
April 25, 2037
I-21-A
 
Variable(2)
   
$ 2,265,440.50
 
April 25, 2037
I-21-B
 
Variable(2)
   
$ 2,265,440.50
 
April 25, 2037
I-22-A
 
Variable(2)
   
$ 2,184,793.00
 
April 25, 2037
I-22-B
 
Variable(2)
   
$ 2,184,793.00
 
April 25, 2037
I-23-A
 
Variable(2)
   
$ 2,107,009.50
 
April 25, 2037
I-23-B
 
Variable(2)
   
$ 2,107,009.50
 
April 25, 2037
I-24-A
 
Variable(2)
   
$ 2,031,989.00
 
April 25, 2037
I-24-B
 
Variable(2)
   
$ 2,031,989.00
 
April 25, 2037
I-25-A
 
Variable(2)
   
$ 1,959,632.50
 
April 25, 2037
I-25-B
 
Variable(2)
   
$ 1,959,632.50
 
April 25, 2037
I-26-A
 
Variable(2)
   
$ 1,889,847.00
 
April 25, 2037
I-26-B
 
Variable(2)
   
$ 1,889,847.00
 
April 25, 2037
I-27-A
 
Variable(2)
   
$ 1,822,540.00
 
April 25, 2037
I-27-B
 
Variable(2)
   
$ 1,822,540.00
 
April 25, 2037
I-28-A
 
Variable(2)
   
$ 1,757,624.00
 
April 25, 2037
I-28-B
 
Variable(2)
   
$ 1,757,624.00
 
April 25, 2037
I-29-A
 
Variable(2)
   
$ 1,695,015.00
 
April 25, 2037
I-29-B
 
Variable(2)
   
$ 1,695,015.00
 
April 25, 2037
I-30-A
 
Variable(2)
   
$ 1,634,630.00
 
April 25, 2037
I-30-B
 
Variable(2)
   
$ 1,634,630.00
 
April 25, 2037
I-31-A
 
Variable(2)
   
$ 1,576,390.50
 
April 25, 2037
I-31-B
 
Variable(2)
   
$ 1,576,390.50
 
April 25, 2037
I-32-A
 
Variable(2)
   
$ 1,520,221.00
 
April 25, 2037
I-32-B
 
Variable(2)
   
$ 1,520,221.00
 
April 25, 2037
I-33-A
 
Variable(2)
   
$ 1,466,047.50
 
April 25, 2037
I-33-B
 
Variable(2)
   
$ 1,466,047.50
 
April 25, 2037
I-34-A
 
Variable(2)
   
$ 1,413,799.50
 
April 25, 2037
I-34-B
 
Variable(2)
   
$ 1,413,799.50
 
April 25, 2037
I-35-A
 
Variable(2)
   
$ 1,363,408.50
 
April 25, 2037
I-35-B
 
Variable(2)
   
$ 1,363,408.50
 
April 25, 2037
I-36-A
 
Variable(2)
   
$ 1,314,808.50
 
April 25, 2037
I-36-B
 
Variable(2)
   
$ 1,314,808.50
 
April 25, 2037
I-37-A
 
Variable(2)
   
$ 1,267,936.00
 
April 25, 2037
I-37-B
 
Variable(2)
   
$ 1,267,936.00
 
April 25, 2037
I-38-A
 
Variable(2)
   
$ 1,222,730.50
 
April 25, 2037
I-38-B
 
Variable(2)
   
$ 1,222,730.50
 
April 25, 2037
I-39-A
 
Variable(2)
   
$ 1,179,132.00
 
April 25, 2037
I-39-B
 
Variable(2)
   
$ 1,179,132.00
 
April 25, 2037
I-40-A
 
Variable(2)
   
$ 1,137,083.00
 
April 25, 2037
I-40-B
 
Variable(2)
   
$ 1,137,083.00
 
April 25, 2037
I-41-A
 
Variable(2)
   
$ 1,096,530.50
 
April 25, 2037
I-41-B
 
Variable(2)
   
$ 1,096,530.50
 
April 25, 2037
I-42-A
 
Variable(2)
   
$ 1,057,419.00
 
April 25, 2037
I-42-B
 
Variable(2)
   
$ 1,057,419.00
 
April 25, 2037
I-43-A
 
Variable(2)
   
$ 1,019,699.50
 
April 25, 2037
I-43-B
 
Variable(2)
   
$ 1,019,699.50
 
April 25, 2037
I-44-A
 
Variable(2)
   
$ 983,320.50
 
April 25, 2037
I-44-B
 
Variable(2)
   
$ 983,320.50
 
April 25, 2037
I-45-A
 
Variable(2)
   
$ 948,236.50
 
April 25, 2037
I-45-B
 
Variable(2)
   
$ 948,236.50
 
April 25, 2037
I-46-A
 
Variable(2)
   
$ 914,400.00
 
April 25, 2037
I-46-B
 
Variable(2)
   
$ 914,400.00
 
April 25, 2037
I-47-A
 
Variable(2)
   
$ 881,767.00
 
April 25, 2037
I-47-B
 
Variable(2)
   
$ 881,767.00
 
April 25, 2037
I-48-A
 
Variable(2)
   
$ 850,296.00
 
April 25, 2037
I-48-B
 
Variable(2)
   
$ 850,296.00
 
April 25, 2037
I-49-A
 
Variable(2)
   
$ 819,944.00
 
April 25, 2037
I-49-B
 
Variable(2)
   
$ 819,944.00
 
April 25, 2037
I-50-A
 
Variable(2)
   
$ 790,672.50
 
April 25, 2037
I-50-B
 
Variable(2)
   
$ 790,672.50
 
April 25, 2037
I-51-A
 
Variable(2)
   
$ 762,442.50
 
April 25, 2037
I-51-B
 
Variable(2)
   
$ 762,442.50
 
April 25, 2037
I-52-A
 
Variable(2)
   
$ 735,217.00
 
April 25, 2037
I-52-B
 
Variable(2)
   
$ 735,217.00
 
April 25, 2037
I-53-A
 
Variable(2)
   
$ 708,961.00
 
April 25, 2037
I-53-B
 
Variable(2)
   
$ 708,961.00
 
April 25, 2037
I-54-A
 
Variable(2)
   
$ 683,640.00
 
April 25, 2037
I-54-B
 
Variable(2)
   
$ 683,640.00
 
April 25, 2037
I-55-A
 
Variable(2)
   
$ 659,219.50
 
April 25, 2037
I-55-B
 
Variable(2)
   
$ 659,219.50
 
April 25, 2037
I-56-A
 
Variable(2)
   
$ 635,668.50
 
April 25, 2037
I-56-B
 
Variable(2)
   
$ 635,668.50
 
April 25, 2037
I-57-A
 
Variable(2)
   
$ 612,957.00
 
April 25, 2037
I-57-B
 
Variable(2)
   
$ 612,957.00
 
April 25, 2037
I-58-A
 
Variable(2)
   
$ 591,053.50
 
April 25, 2037
I-58-B
 
Variable(2)
   
$ 591,053.50
 
April 25, 2037
I-59-A
 
Variable(2)
   
$ 569,930.50
 
April 25, 2037
I-59-B
 
Variable(2)
   
$ 569,930.50
 
April 25, 2037
I-60-A
 
Variable(2)
   
$ 549,559.50
 
April 25, 2037
I-60-B
 
Variable(2)
   
$ 549,559.50
 
April 25, 2037
I-61-A
 
Variable(2)
   
$ 529,914.50
 
April 25, 2037
I-61-B
 
Variable(2)
   
$ 529,914.50
 
April 25, 2037
I-62-A
 
Variable(2)
   
$ 510,968.50
 
April 25, 2037
I-62-B
 
Variable(2)
   
$ 510,968.50
 
April 25, 2037
I-63-A
 
Variable(2)
   
$ 492,698.50
 
April 25, 2037
I-63-B
 
Variable(2)
   
$ 492,698.50
 
April 25, 2037
I-64-A
 
Variable(2)
   
$ 475,078.50
 
April 25, 2037
I-64-B
 
Variable(2)
   
$ 475,078.50
 
April 25, 2037
I-65-A
 
Variable(2)
   
$ 458,087.00
 
April 25, 2037
I-65-B
 
Variable(2)
   
$ 458,087.00
 
April 25, 2037
I-66-A
 
Variable(2)
   
$ 441,701.00
 
April 25, 2037
I-66-B
 
Variable(2)
   
$ 441,701.00
 
April 25, 2037
I-67-A
 
Variable(2)
   
$ 425,898.50
 
April 25, 2037
I-67-B
 
Variable(2)
   
$ 425,898.50
 
April 25, 2037
I-68-A
 
Variable(2)
   
$ 410,660.00
 
April 25, 2037
I-68-B
 
Variable(2)
   
$ 410,660.00
 
April 25, 2037
I-69-A
 
Variable(2)
   
$ 395,964.50
 
April 25, 2037
I-69-B
 
Variable(2)
   
$ 395,964.50
 
April 25, 2037
I-70-A
 
Variable(2)
   
$ 381,792.00
 
April 25, 2037
I-70-B
 
Variable(2)
   
$ 381,792.00
 
April 25, 2037
I-71-A
 
Variable(2)
   
$ 368,126.00
 
April 25, 2037
I-71-B
 
Variable(2)
   
$ 368,126.00
 
April 25, 2037
I-72-A
 
Variable(2)
   
$ 354,947.00
 
April 25, 2037
I-72-B
 
Variable(2)
   
$ 354,947.00
 
April 25, 2037
I-73-A
 
Variable(2)
   
$ 342,238.00
 
April 25, 2037
I-73-B
 
Variable(2)
   
$ 342,238.00
 
April 25, 2037
I-74-A
 
Variable(2)
   
$ 329,981.50
 
April 25, 2037
I-74-B
 
Variable(2)
   
$ 329,981.50
 
April 25, 2037
I-75-A
 
Variable(2)
   
$ 318,163.50
 
April 25, 2037
I-75-B
 
Variable(2)
   
$ 318,163.50
 
April 25, 2037
I-76-A
 
Variable(2)
   
$ 306,766.00
 
April 25, 2037
I-76-B
 
Variable(2)
   
$ 306,766.00
 
April 25, 2037
I-77-A
 
Variable(2)
   
$ 295,775.50
 
April 25, 2037
I-77-B
 
Variable(2)
   
$ 295,775.50
 
April 25, 2037
I-78-A
 
Variable(2)
   
$ 285,177.50
 
April 25, 2037
I-78-B
 
Variable(2)
   
$ 285,177.50
 
April 25, 2037
I-79-A
 
Variable(2)
   
$ 274,957.00
 
April 25, 2037
I-79-B
 
Variable(2)
   
$ 274,957.00
 
April 25, 2037
I-80-A
 
Variable(2)
   
$ 265,102.00
 
April 25, 2037
I-80-B
 
Variable(2)
   
$ 265,102.00
 
April 25, 2037
I-81-A
 
Variable(2)
   
$ 255,598.50
 
April 25, 2037
I-81-B
 
Variable(2)
   
$ 255,598.50
 
April 25, 2037
I-82-A
 
Variable(2)
   
$ 6,831,405.50
 
April 25, 2037
I-82-B
 
Variable(2)
   
$ 6,831,405.50
 
April 25, 2037
________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations.
(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 pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such 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)
LTAA
 
Variable(2)
 
$
244,999,950.19
 
April 25, 2037
LTA
 
Variable(2)
 
$
2,456,250.00
 
April 25, 2037
LTZZ
 
Variable(2)
 
$
2,543,748.98
 
April 25, 2037
LTIO
 
Variable(2)
   
(3)
 
April 25, 2037
_______________
(1) For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii).
(2) Calculated in accordance with the definition of REMIC II Remittance Rate herein.
(3) REMIC II Regular Interest LTIO will not have an Uncertificated Balance, but will accrue interest on its Uncertificated Notional Amount, as defined herein.



REMIC III
 
As provided herein, the Trustee will elect to treat the pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such 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 Pass-Through Rate, the initial aggregate Class 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. The Class IO Interest shall represent uncertificated regular interests in REMIC III.
 
Each of the Class A Certificates generally represents ownership of a regular interest in REMIC III 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 III 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
 
Variable(2)
 
$
245,625,000.00
 
April 25, 2037
Class C
 
Variable(2)(3)
 
$
4,374,949.17
 
April 25, 2037
Class P
 
(6)
 
$
0.00
 
April 25, 2037
Class IO Interest
 
(4)
   
(5)
 
April 25, 2037
________________
(1) For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii).
(2) Calculated in accordance with the definition of Pass-Through Rate herein.
(3) The Class C Certificates will accrue interest at their variable Pass-Through Rate on the Notional Amount of the Class C Certificates outstanding from time to time, which shall equal the aggregate Uncertificated Balance of the REMIC II Regular Interests. The Class C Certificates will not accrue interest on their Uncertificated Balance.
(4) 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 II Regular Interest LTIO.
(5) 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 II Regular Interest LTIO. 
(6) The Class P Certificates will not accrue interest.
 


 Set forth below are designations of Classes of Certificates to the categories used herein:
 
Book-Entry Certificates
Class A Certificates.
 
ERISA-Restricted Certificates
Class C, Class P and Class R Certificates; and the Certificates of any Class that cease to satisfy the rating requirements of the Underwriter’s Exemption.
 
Offered Certificates
Class A Certificates.
 
Definitive Certificates
Class C, Class P and Class R Certificates.
 
Private Certificates
Class C, Class P and Class R Certificates.
 
Rating Agencies
Moody’s and S&P.
 
Regular Certificates
All Classes of Certificates other than the Residual Certificates.
 
Residual Certificates
Class R Certificates.
 
 
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 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, 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 and Residual Certificates are not entitled to distributions in respect of interest and, accordingly, will not accrue interest.
 
Accrued Certificate Interest Distribution Amount: For any Distribution Date and the Offered Certificates, the amount of interest accrued during the related Interest Accrual Period at the Pass-Through Rate on the Class Certificate Balance immediately before the Distribution Date reduced by any Net Interest Shortfalls for such Distribution Date allocated to such Class pursuant to Section 4.04.
 
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 Servicing Fee Rate.
 
Adjusted Premium Rate: As to any Distribution Date, a per annum rate equal to the Premium Rate multiplied by a fraction, the numerator of which is the Class Certificate Balance of the Class A Certificates immediately prior to such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans as of the first day of the related Remittance Period, adjusted to reflect unscheduled principal payments made thereafter that were included in the Principal Distribution Amount on the immediately preceding Distribution Date.
 
Advance: The payment required to be made by the Servicer for any Distribution Date pursuant to Section 4.01 (other than any amounts advanced pursuant to Section 4.01(d)), the amount of that payment being equal to the aggregate of payments of principal and interest (net of the 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 Servicer has determined would constitute a Nonrecoverable Advance if advanced.
 
Affected Party: As defined in the Interest Rate 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, 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.
 
Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an independent appraisal made at the time of the origination of the related Mortgage Loan or the sale price, if the appraisal is not available; except that, with respect to any Mortgage Loan that is a purchase money mortgage loan, the lesser of (i) the value thereof as determined by an independent appraisal made at the time of the origination of such Mortgage Loan, if any, and (ii) the sales price of the related Mortgaged Property.
 
Available Funds: For any Distribution Date, the sum of (i) all scheduled installments of interest (net of the Expense Fees) and principal due on the Due Date on the Mortgage Loans in the related Remittance Period (or any prior Remittance Period not covered by an Advance) and received by the related Determination Date, together with any related Advances; (ii) all Insurance Proceeds with respect to the Mortgage Loans (excluding Insurance Proceeds included in Liquidation Proceeds), Liquidation Proceeds and Subsequent Recoveries received during the preceding calendar month with respect to the Mortgage Loans (in each case, net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and net of the related Excess Proceeds); (iii) all partial or full Principal 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) and (iv) amounts received by the Trustee for such 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 Servicer as of the Distribution Date including proceeds received with respect to the termination of the Trust Fund pursuant to Section 9.01 minus (v) amounts in reimbursement for Advances previously made and other expenses reimbursable to the Servicer with respect to the Mortgage Loans pursuant to this Agreement (other than amounts included in clause (vi) below); (vi) amounts reimbursable or payable to the Servicer, Depositor or the Seller with respect to the Mortgage Loans for such Distribution Date pursuant to Section 6.03 and (vii) any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Supplemental Interest Trust Trustee and other than Swap Termination Payments resulting from a Swap Provider Trigger Event).
 
Bankruptcy Code: The United States Bankruptcy Reform Act of 1978, as amended.
 
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 or the Certificate Insurer is located are authorized or obligated by law or executive order to be closed.
 
Certificate: Any one of the Certificates issued by the Trust Fund and executed by the Trustee, in substantially the forms attached as exhibits.
 
Certificate Account: The separate Eligible Account or Accounts created and maintained by the Servicer pursuant to Section 3.06(d) with a depository institution in the name of the Servicer for the benefit of the Trustee on behalf of Certificateholders and designated “IndyMac Bank, F.S.B., in trust for the registered holders of Home Equity Mortgage Loan Asset-Backed Certificates, Series INDS 2007-2.”
 
Certificate Balance: With respect to the Class A Certificates and the Class P Certificates 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 minus all distributions of principal previously made with respect thereto. 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 and Class P Certificates then outstanding. The Residual Certificates have no Certificate Balance.
 
Certificate Insurer: MBIA Insurance Corporation, a New York State stock insurance corporation or its successors in interest.
 
Certificate Insurer Default: The failure by the Certificate Insurer to make a payment required under the Policy in accordance with its terms.
 
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 Depositor and/or the Servicer, as applicable.
 
Certificate Register and Certificate Registrar: The register maintained and registrar appointed 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 is entitled to rely conclusively on a certification of the Depositor or any Affiliate of the Depositor in determining which Certificates are registered in the name of an Affiliate of the Depositor.
 
Charge-off Amount: On any Distribution Date, for any Charged-Off Mortgage Loan, the Stated Principal Balance of that Mortgage Loan that has been written down.
 
Charged-Off Mortgage Loan: A Mortgage Loan with (i) a Stated Principal Balance that has been written down on the Servicer’s servicing system in accordance with its policies and procedures and (ii) any Mortgage Loan that is more than 120 days past due.
 
Class: All Certificates bearing the same class designation, as specified in the Preliminary Statement.
 
Class A Certificates: Any one of the Class A Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar substantially in the form annexed hereto as Exhibit A and evidencing a REMIC Regular Interest in REMIC II, the right to receive payments with respect to the Net WAC Cap Carry Forward Amount and the obligation to pay the Class IO Distribution Amount.
 
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 (i) a REMIC Regular Interest in REMIC III, (ii) beneficial ownership of the Excess Reserve Fund Account and (iii) beneficial ownership of the Supplemental Interest Trust.
 
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 III for purposes of the REMIC Provisions.
 
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 III.
 
Class R Certificate: A certificate representing the beneficial ownership of the Class R-I Interest, the Class R-II Interest and the Class R-III 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.
 
Closing Date: March 22, 2007.
 
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.
 
Commission. The United States Securities and Exchange Commission.
 
Compensating Interest: For any Distribution Date, the lesser of (i) any Prepayment Interest Shortfalls with respect to such Distribution Date and the Mortgage Loans 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 related Remittance Period.
 
Confidential Information: Any data or information that is proprietary to the disclosing party and not generally known to the public, including, but not limited to, all personal information about the Mortgagors that is supplied to IndyMac Bank, the Servicer, the Depositor, the Certificate Insurer or the Trustee by or on behalf of the Mortgagors, including certain information contained on the Mortgage Loan Schedule, and other customer or consumer specific data deemed to be “nonpublic personal information” under the GLB Act or the FCRA.

Corporate Trust Office: The designated office of the Trustee and the Supplemental Interest Trust Trustee in the State of California at which at any particular time its corporate trust business with respect to this Agreement is administered, which office at the date of the execution of this Agreement is located at 1761 East St. Andrew Place, Santa Ana, California 92705, Attn: Corporate Trust Administration IN07G2 (IndyMac ABS, Inc., Home Equity Mortgage Loan Asset-Backed Trust, Series INDS 2007-2), facsimile no. (714) 656-2626 and which is the address to which notices to and correspondence with the Trustee or the Supplemental Interest Trust Trustee should be directed or. With respect to the Certificate Registrar, the designated office for presentment and surrender of Certificates for registration, transfer or exchange thereof located at DB Services Tennessee, 648 Grassmere Park Road, Nashville, Tennessee 37211, Attention: Transfer Unit.
 
Corresponding Certificate: With respect to each REMIC II Regular Interest, as follows:
 
REMIC II Regular Interest
 
Class
REMIC II Regular Interest LTA
 
A
 
Credit Support Annex: The credit support annex, dated as of March 22, 2007, between the Supplemental Interest Trust Trustee and the Swap Provider.
 
Custodian: Deutsche Bank National Trust Company, as custodian of the Mortgage Files, and any successor thereto.
 
Cut-off Date: March 1, 2007.
 
Cut-off Date Principal Balance: As to any Mortgage Loan, its Stated Principal Balance as of the close of business on the related Cut-off Date without giving effect to Principal Prepayments received after such 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 Interest Rate Swap Agreement.
 
Deficiency Amount: As defined in the Policy.
 
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 Mortgage Loans identified as such 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.
 
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 18th day of each month or, if that day is not a Business Day, the next Business Day, except that if the next Business Day is less than two (2) Business Days before the related Distribution Date, then the Determination Date shall be the Business Day preceding the 18th day of the month.
 
Distribution Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.06(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 INDS 2007-2.” Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.
 
Distribution Account Deposit Date: As to any Distribution Date, 12:30 p.m. (Pacific time) on the Business Day preceding the Distribution Date.
 
Distribution Date: The 25th day of each calendar month, or if that day is not a Business Day, the next Business Day, commencing in April 2007.
 
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) 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 (iii) any other account acceptable to each Rating Agency without reduction or withdrawal of their then current ratings of the Certificates (without regard to the Policy), as evidenced by a letter from each Rating Agency to the Trustee. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.
 
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
 
ERISA-Qualifying Underwriting: A best efforts or firm commitment underwriting or private placement that meets the requirements of 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).
 
Estimated Swap Termination Payment: As defined in the Interest Rate Swap Agreement.
 
Event of Default: As defined in Section 7.01.
 
Excess Proceeds: For any Liquidated Mortgage Loan, the excess of (a) all Liquidation Proceeds from the Mortgage Loan received in the calendar month in which the Mortgage Loan became a Liquidated Mortgage Loan, net of any amounts previously reimbursed to the Servicer as Nonrecoverable Advances with respect to the Mortgage Loan pursuant to Section 3.09(a)(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 INDS 2007-2.” Funds in the Excess Reserve Fund Account shall be held in trust for the Certificateholders of the Class A Certificates 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 Mortgage Rate: For any Distribution Date and a Mortgage Loan, the per annum rate equal to the Mortgage Rate of that Mortgage Loan as of the first day of the month preceding the month in which that Distribution Date occurs minus the Expense Fee Rate.
 
Expense Fees: As to each Mortgage Loan, the sum of the Servicing Fee and Trustee Fee for such Mortgage Loan.
 
Expense Fee Rate: The sum of the Servicing Fee Rate and the Trustee Fee Rate.
 
FCRA:  The Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. 
 
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
 
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto..
 
Final Distribution Date: The Distribution Date in April 2037.
 
Final Recovery Determination: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by IndyMac Bank, F.S.B. (on its own behalf as a seller) pursuant to or as contemplated by Section 2.03(c), Section 3.12(c) or Section 9.01), a determination made by the Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Servicer shall maintain records of each Final Recovery Determination made thereby.
 
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.
 
GLB Act:  Subtitle A of Title V of the Gramm-Leach-Bliley Act (codified at 15 U.S.C. § 6801 et seq.), as it may be amended from time to time,  and  the regulations promulgated thereunder.   
 
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.
 
Insurance Account: As defined in Section 4.07(b).
 
Insurance Agreement: The Insurance and Indemnity Agreement, dated as of the Closing Date, among the Certificate Insurer, the Trustee, the Servicer, the Seller and the Depositor.
 
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 Amount: With respect to any Distribution Date, the Deficiency Amount for such Distribution Date.
 
Insured Expenses: Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.
 
Insured Payments: As defined in the Policy.
 
Interest Accrual Period: With respect to the Class A Certificates and each Distribution Date, the period commencing on the preceding Distribution Date (or in the case of the first such Interest Accrual Period, commencing on the Closing Date) and ending on the day preceding such Distribution Date. With respect to the Class C Certificates and each Distribution Date, the calendar month prior to the month of such Distribution Date.
 
Interest Rate Swap Agreement: The interest rate swap agreement, dated as of March 22, 2007, between the Supplemental Interest Trust Trustee, as trustee on behalf of the Supplemental Interest Trust, and the Swap Provider, together with any schedules, confirmations or other agreements relating thereto, attached hereto as Exhibit Q.
 
Interest Remittance Amount: For any Distribution Date, the portion of clauses (i) through (iv) of Available Funds that is attributable to interest minus the sum of the amounts included in clauses (v) (insofar as such amounts relate to reimbursement for advances of delinquent interest), (vi) and (vii) of Available Funds.
 
Late Payment Rate: With respect to the Policy, the lesser of (a) the greater of (i) the per annum rate of interest published in the Wall Street Journal from time to time as the “prime rate” plus 3%, and (ii) the then applicable highest rate of interest on the Class A Certificates and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates, as determined by the Certificate Insurer. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days.
 
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 Class A 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 Reuters Screen LIBOR01 as of 11:00 a.m. (London time) on that date. If the rate does not appear on Reuters Screen LIBOR01, 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 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 Determination Date: For any Interest Accrual Period for the Class A 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 Servicer has certified (in accordance with this Agreement) that it has received all amounts it expects to receive in connection with the liquidation of the Mortgage Loan, including the final disposition of an REO Property.
 
Liquidation Proceeds: Amounts, including Insurance Proceeds regardless of when received, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s sale, foreclosure sale, or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property, and any other proceeds received in connection with an REO Property, less the sum of related unreimbursed Servicing Fees, Servicing Advances and Advances.
 
Loan-to-Value Ratio: For any Mortgage Loan and as of any date of determination, 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.
 
Marker Rate: With respect to the Class C Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the REMIC II Remittance Rates for each REMIC II Regular Interest (other than REMIC II Regular Interest LTAA and LTIO) subject to a cap (for each such REMIC II Regular Interest other than REMIC II Regular Interest LTZZ) equal to the Pass-Through Rate for the Corresponding Certificate for the purpose of this calculation: with the rate on REMIC II 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 II Remittance Rate and the related caps with respect to each such REMIC II Regular Interest, other than REMIC II 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.
 
Maximum Insured Amount: $245,625,000 in respect of principal plus interest thereon calculated at the applicable Pass-Through Rate for the Class A Certificates.
 
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 Servicer.
 
Mortgage: The mortgage, deed of trust, or other instrument creating a lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note.
 
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents delivered to the Trustee to be added to the Mortgage File pursuant to this Agreement.
 
Mortgage Loans: Such of the Mortgage Loans transferred and assigned to the Trustee pursuant to this Agreement (including the Delayed Delivery Mortgage Loans), 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 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:
 
 
(i)
 
the loan number;*
 
 
(ii)
 
the zip code of the Mortgaged Property;
 
 
(iii)
 
the maturity date;
 
 
(iv)
 
the original principal balance;
 
 
(v)
 
the Cut-off Date Principal Balance;
 
 
(vi)
 
the first payment date of the Mortgage Loan;
 
 
(vii)
 
the Scheduled Payment in effect as of the 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)
 
a code indicating whether the Mortgage Loan is a borrower-paid mortgage insurance loan;
 
 
(xv)
 
[reserved];
 
 
(xvi)
 
a code indicating whether the Mortgage Loan is a Lender PMI Loan;
 
 
(xvii)
 
the coverage amount of any mortgage insurance;
 
 
(xviii)
 
with respect to the Lender PMI Loans, the related interest premium;
 
 
(xix)
 
A code indicating whether the Mortgage Loan is a Delayed Delivery Mortgage Loan;
 
 
(xx)
 
A code indicating whether the Mortgage Loan is a MERS Mortgage Loan; and
 
 
(xxi)
 
A code indicating the term, if any, of a Prepayment Charge.
 
 
*
 
In the context of EDGAR filings, means “Confidential Information”, as defined herein. In the context of statements to Certificateholders, only the last three digits of the loan number will be displayed.

The schedule shall also state the total of amounts described under (v) above for all of the Mortgage Loans.
 
Mortgage Note: The original executed note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan.
 
Mortgage Rate: The annual rate of interest borne by a Mortgage Note from time to time 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 Interest Shortfalls: As defined in Section 4.04 hereof.
 
Net Prepayment Interest Shortfall: For any Distribution Date, the excess of the Prepayment Interest Shortfalls for such Distribution Date over the Compensating Interest for such Distribution Date.
 
Net Swap Payment: With respect to each Distribution Date, the net payment required to be made pursuant to the terms of the Interest Rate 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: With respect to any Distribution Date, will be the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to the weighted average of the Expense Adjusted Net Mortgage Rates of the Mortgage Loans (weighted based on the Stated Principal Balances of the Mortgage Loans as of the first day of the related Remittance Period and adjusted to reflect unscheduled principal payments made thereafter that were included in the Principal Distribution Amount on the immediately preceding Distribution Date), minus the sum of (i) the Adjusted Premium Rate and (ii) the Swap Expense Fee Rate. For federal income tax purposes, the economic equivalent of such rate shall be expressed as the product of (x) the weighted average of the REMIC II Remittance Rates on the REMIC II Regular Interests, weighted on the basis of the Uncertificated Balance of each such REMIC II Regular Interest for such Distribution Date and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Interest Accrual Period.
 
Net WAC Cap Carry Forward Amount: For the Class A Certificates and any Distribution Date, an amount equal to the aggregate amount of Net WAC Shortfall for such Distribution Date, plus any unpaid Net WAC Shortfall from prior Distribution Dates (and interest accrued thereon at the then applicable Pass-Through Rate on the Class A Certificates, without giving effect to the Net WAC Cap).
 
Net WAC Shortfall: For the Class A Certificates and any Distribution Date on which the Pass-Through Rate is the Net WAC Cap, an amount equal to excess of (x) the amount of interest the Class A Certificates would have accrued for such Distribution Date had such Pass-Through Rate not been limited by the Net WAC Cap over (y) the amount of interest the Class A Certificates accrued for such Distribution Date at the Net WAC Cap.
 
Nonrecoverable Advance: Any portion of an Advance previously made or proposed to be made by the Servicer, that, in the good faith judgment of the Servicer, will not be ultimately recoverable by the Servicer from the related Mortgagor or related Liquidation Proceeds or otherwise from collections related to the Mortgage Loan.
 
Nonrecoverable Servicing Advance: Any portion of a Servicing Advance previously made or proposed to be made by the Servicer, that, in the good faith judgment of the Servicer, will not be ultimately recoverable by the Servicer from the related Mortgagor 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 Certificate and any Distribution Date, the aggregate Uncertificated Balance of the REMIC II Regular Interests 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 Servicer, or (ii) if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor, the Certificate Insurer 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 Servicer, (ii) not have any direct financial interest in the Depositor or the Servicer or in any affiliate of either, and (iii) not be connected with the Depositor or the Servicer as an officer, employee, promoter, underwriter, trustee, partner, director, or person performing similar functions. Otherwise, Opinion of Counsel is a written opinion of counsel, who may be counsel for the Depositor or the Servicer, including in-house counsel, reasonably acceptable to the Trustee and the Certificate Insurer.
 
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 aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.
 
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; provided however, that Certificates which have been paid with proceeds of the Policy shall continue to remain Outstanding for purposes of this Agreement until the Certificate Insurer has been paid as a subrogee under the Insurance Agreement or the Certificate Insurer has been reimbursed pursuant to the Insurance Agreement, as evidenced by a written notice from the Insurer delivered to the Trustee, and the Certificate Insurer shall be deemed to be a Holder thereof to the extent of any payments made by the Certificate Insurer.
 
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 (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date over (ii) the Class Certificate Balance of the Class A Certificates and Class P Certificates on such Distribution Date (assuming 100% of the Principal Remittance Amount is distributed to the Class A Certificates on such Distribution Date).
 
Ownership Interest: As to any Residual Certificate, any ownership interest in the Certificate, including any interest in the Certificate as its Holder and any other interest therein, whether direct or indirect, legal or beneficial.
 
Pass-Through Margin: With respect to the Class of Class A Certificates 0.21% for the Interest Accrual Period for each Distribution Date on or prior to the Optional Termination Date and 0.42% for each other Interest Accrual Period.
 
Pass-Through Rate: With respect to the Class A Certificates and any Distribution Date, the lesser of (x) LIBOR plus the Pass-Through Margin for such Distribution Date and (y) the Net WAC Cap for such Distribution Date.
 
With respect to the Class C Certificate and any Distribution Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is (x) the sum of interest on the Uncertificated Balance of each REMIC II Regular Interest listed in clause (y) at a rate equal to the related REMIC II Remittance Rate minus the Marker Rate and the denominator of which is (y) the aggregate Uncertificated Balance of REMIC II Regular Interest LTAA, LTA and LTZZ.
 
The Class IO Interest will be entitled to 100% of the amounts distributed on REMIC II Regular Interest LTIO.
 
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.
 
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 (determined without regard to the Policy), 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 (without regard to the Policy), 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 (without regard to the Policy), 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 (without regard to the Policy), 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 (without regard to the Policy), 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.
 
Policy: The certificate guaranty insurance policy (policy #493400) relating to the Offered Certificates dated the Closing Date and issued by the Certificate Insurer.
 
Preference Amount: As defined in the Policy.
 
Premium Rate: For any Distribution Date, 0.22% per annum.
 
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 loan 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 of the related Mortgage Loan.
 
* In the context of EDGAR filings, means “Confidential Information”, as defined herein. In the context of statements to Certificateholders, only the last three digits of the loan number will be displayed.
 
The Prepayment Charge Schedule shall be amended from time to time by the Servicer in accordance with this Agreement.
 
Prepayment Interest Excess: As to any Principal Prepayment received by the Servicer on a Mortgage Loan from the first day through the fifteenth day of any calendar month other than March 22, 2007, all amounts paid by the related Mortgagor in respect of interest on such Principal Prepayment. All Prepayment Interest Excess shall be retained by the Servicer as additional servicing compensation.
 
Prepayment Interest Shortfall: As to any Distribution Date, Mortgage Loan and Principal Prepayment received on or after the sixteenth day of the month preceding the month of such Distribution Date (or, in the case of the first Distribution Date, on or after March 1, 2007) and on or before the last day of the month preceding the month of such Distribution Date, the amount, if any, by which one month’s interest at the related Mortgage Rate, net of the Servicing Fee Rate, on such Principal Prepayment exceeds the amount of interest paid in connection with such Principal Prepayment.
 
Prepayment Period: As to any Distribution Date, the period from and including the 16th day of the month immediately prior to the month of such Distribution Date (or, in the case of the first Distribution Date, on March 1, 2007) to and including the 15th day of the month of such Distribution Date.
 
Primary Insurance Policy: Each policy of primary mortgage guaranty insurance or any replacement policy therefor with respect to any Mortgage Loan.
 
Principal Distribution Amount: For each Distribution Date, the Principal Remittance Amount for such Distribution Date minus the excess, if any, of (x) the sum of any Net Swap Payment owed to the Swap Provider on that Distribution Date and any Swap Termination Payment or unpaid portion thereof owed to the Swap Provider on that Distribution Date (to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any replacement Interest Rate Swap Agreement that may be entered into by the Supplemental Interest Trust Trustee and other than a Swap Termination Payment resulting from a Swap Provider Trigger Event) over (y) the Interest Remittance Amount (without taking into account any reduction in he definition of “Interest Remittance Amount” for clause (vii) of the definition of “Available Funds”)
 
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 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, the sum of the following amounts (without duplication): (i) the principal portion of all Scheduled Payments on the Mortgage Loans due during the related Remittance Period that were received by the Servicer before the related Determination Date or were part of the Advance for the related Determination Date; (ii) each Principal Prepayment on a Mortgage Loan received by the Servicer during the related Prepayment Period; (iii) the Liquidation Proceeds on the Mortgage Loans allocable to principal and Subsequent Recoveries actually collected by the Servicer during the preceding calendar month; (iv) the principal portion of any Substitution Adjustment Amounts in connection with a substitution of a Mortgage Loan as of the Distribution Date; (v) 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; (vi) the principal portion of any proceeds from any Primary Insurance Policies on the Mortgage Loans and received during the preceding calendar month and (vii) the proceeds received with respect to the termination of the Trust Fund pursuant to Section 9.01 (to the extent such proceeds relate to principal).
 
Private Certificates: As specified in the Preliminary Statement.
 
Prospectus Supplement: The Prospectus Supplement dated March 21, 2007 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 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 Servicer or (y) if the purchaser is the Seller and the Seller is the Servicer) from the date through which interest was last paid by the Mortgagor to the Due Date in the month in which the Purchase Price is to be distributed to Certificateholders, net of any unreimbursed Advances made by the Servicer on the Mortgage Loan and (iii) any costs and damages incurred by the Trust Fund in connection with any violation by the Mortgage Loan of any predatory or abusive lending law.
 
If the Mortgage Loan is 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 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 (and if rating the Offered Certificates, consented to in writing by the Certificate Insurer), 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.
 
Record Date: For any Distribution Date and the Class A Certificates held in book-entry form, the close of business on the Business Day before that Distribution Date.
 
Reference Bank: As defined in Section 4.08.
 
Refinance Loan: Any Mortgage Loan the proceeds of which are used to refinance an existing Mortgage Loan.
 
Regular Certificates: As defined in the Preliminary Statement.
 
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be published by the Commission or its staff from time to time.
 
Reimbursement Amount: As to any Distribution Date, the sum of (x) (i) all Insured Payments paid by the Certificate Insurer, but for which the Certificate Insurer has not been reimbursed prior to such Distribution Date pursuant to Section 4.02, plus (ii) interest accrued on such Insured Payments not previously repaid, calculated at the Late Payment Rate from the date the Trustee received the related Insured Payments or the date such payments were made, and (y) without duplication (i) any other amounts then due and owing to the Certificate Insurer under the Insurance Agreement, as certified to the Trustee by the Certificate Insurer plus (ii) interest on such amounts at the Late Payment Rate.
 
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 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 Remittance Rate: With respect to REMIC I Regular Interest I, a per annum rate equal to the weighted average of the Expense Adjusted Net Mortgage Rates of the Mortgage Loans minus the Adjusted Premium Rate. With respect to each REMIC I Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average of the Expense Adjusted Net Mortgage Rates of the Mortgage Loans multiplied by 2, subject to a maximum rate of 10.90%. With respect to each REMIC 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 of the Expense Adjusted Net Mortgage Rates of the Mortgage Loans over (ii) 10.90% and (y) 0.00%.
 
REMIC II 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) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC II Remittance Rate for REMIC II Regular Interest LTAA minus the Marker Rate, divided by (b) 12.
 
REMIC II Overcollateralized Amount: With respect to any date of determination, (i) 1% of the aggregate Uncertificated Balance of the REMIC II Regular Interests minus (ii) the Uncertificated Balance of REMIC II Regular Interest LTA in each case as of such date of determination.
 
REMIC II Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to the product of (i) 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 Uncertificated Balance of REMIC II Regular Interest LTA, and the denominator of which is the aggregate Uncertificated Balance of REMIC II Regular Interest LTA and REMIC II Regular Interest LTZZ.
 
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 REMIC II Regular Interests are as follows: REMIC II Regular Interest LTAA, REMIC II Regular Interest LTA, REMIC II Regular Interest LTZZ and REMIC II Regular Interest LTIO.
 
REMIC II Remittance Rate: With respect to REMIC II Regular Interest LTAA, REMIC II Regular Interest LTA and REMIC II Regular Interest LTZZ, a per annum rate (but not less than zero) equal to the weighted average of (w) with respect to REMIC I Regular Interest I, the REMIC I Remittance Rate for such REMIC I Regular Interest for each such Distribution Date, (x) with respect to REMIC I Regular Interests ending with the designation “B”, the weighted average of the REMIC I Remittance Rates for such REMIC I Regular Interests, weighted on the basis of the Uncertificated Balance of such REMIC I Regular Interests for each such Distribution Date and (y) with respect to REMIC I 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 I Regular Interest listed below, weighted on the basis of the Uncertificated Balance of each such REMIC I Regular Interest for each such Distribution Date:
 
Distribution Date
 
REMIC I Regular Interest
 
Rate
1 through 3
 
I-1-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
4
 
I-2-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A
 
REMIC I Remittance Rate
5
 
I-3-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A and I-2-A
 
REMIC I Remittance Rate
6
 
I-4-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-3-A
 
REMIC I Remittance Rate
7
 
I-5-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-4-A
 
REMIC I Remittance Rate
8
 
I-6-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-5-A
 
REMIC I Remittance Rate
9
 
I-7-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-6-A
 
REMIC I Remittance Rate
10
 
I-8-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-7-A
 
REMIC I Remittance Rate
11
 
I-9-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-8-A
 
REMIC I Remittance Rate
12
 
I-10-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-9-A
 
REMIC I Remittance Rate
13
 
I-11-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-10-A
 
REMIC I Remittance Rate
14
 
I-12-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-11-A
 
REMIC I Remittance Rate
15
 
I-13-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-12-A
 
REMIC I Remittance Rate
16
 
I-14-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-13-A
 
REMIC I Remittance Rate
17
 
I-15-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-14-A
 
REMIC I Remittance Rate
18
 
I-16-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-15-A
 
REMIC I Remittance Rate
19
 
I-17-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-16-A
 
REMIC I Remittance Rate
20
 
I-18-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-17-A
 
REMIC I Remittance Rate
21
 
I-19-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-18-A
 
REMIC I Remittance Rate
22
 
I-20-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-19-A
 
REMIC I Remittance Rate
23
 
I-21-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-20-A
 
REMIC I Remittance Rate
24
 
I-22-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-21-A
 
REMIC I Remittance Rate
25
 
I-23-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-22-A
 
REMIC I Remittance Rate
26
 
I-24-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-23-A
 
REMIC I Remittance Rate
27
 
I-25-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-24-A
 
REMIC I Remittance Rate
28
 
I-26-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-25-A
 
REMIC I Remittance Rate
29
 
I-27-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-26-A
 
REMIC I Remittance Rate
30
 
I-28-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-27-A
 
REMIC I Remittance Rate
31
 
I-29-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-28-A
 
REMIC I Remittance Rate
32
 
I-30-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-29-A
 
REMIC I Remittance Rate
33
 
I-31-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-30-A
 
REMIC I Remittance Rate
34
 
I-32-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-31-A
 
REMIC I Remittance Rate
35
 
I-33-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-32-A
 
REMIC I Remittance Rate
36
 
I-34-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-33-A
 
REMIC I Remittance Rate
37
 
I-35-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-34-A
 
REMIC I Remittance Rate
38
 
I-36-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-35-A
 
REMIC I Remittance Rate
39
 
I-37-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-36-A
 
REMIC I Remittance Rate
40
 
I-38-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-37-A
 
REMIC I Remittance Rate
41
 
I-39-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-38-A
 
REMIC I Remittance Rate
42
 
I-40-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-39-A
 
REMIC I Remittance Rate
43
 
I-41-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-40-A
 
REMIC I Remittance Rate
44
 
I-42-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-41-A
 
REMIC I Remittance Rate
45
 
I-43-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-42-A
 
REMIC I Remittance Rate
46
 
I-44-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-43-A
 
REMIC I Remittance Rate
47
 
I-45-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-44-A
 
REMIC I Remittance Rate
48
 
I-46-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-45-A
 
REMIC I Remittance Rate
49
 
I-47-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-46-A
 
REMIC I Remittance Rate
50
 
I-48-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-47-A
 
REMIC I Remittance Rate
51
 
I-49-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-48-A
 
REMIC I Remittance Rate
52
 
I-50-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-49-A
 
REMIC I Remittance Rate
53
 
I-51-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-50-A
 
REMIC I Remittance Rate
54
 
I-52-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-51-A
 
REMIC I Remittance Rate
55
 
I-53-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-52-A
 
REMIC I Remittance Rate
56
 
I-54-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-53-A
 
REMIC I Remittance Rate
57
 
I-55-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-54-A
 
REMIC I Remittance Rate
58
 
I-56-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-55-A
 
REMIC I Remittance Rate
59
 
I-57-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-56-A
 
REMIC I Remittance Rate
60
 
I-58-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-57-A
 
REMIC I Remittance Rate
61
 
I-59-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-58-A
 
REMIC I Remittance Rate
62
 
I-60-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-59-A
 
REMIC I Remittance Rate
63
 
I-61-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-60-A
 
REMIC I Remittance Rate
64
 
I-62-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-61-A
 
REMIC I Remittance Rate
65
 
I-63-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-62-A
 
REMIC I Remittance Rate
66
 
I-64-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-63-A
 
REMIC I Remittance Rate
67
 
I-65-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-64-A
 
REMIC I Remittance Rate
68
 
I-66-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-65-A
 
REMIC I Remittance Rate
69
 
I-67-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-66-A
 
REMIC I Remittance Rate
70
 
I-68-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-67-A
 
REMIC I Remittance Rate
71
 
I-69-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-68-A
 
REMIC I Remittance Rate
72
 
I-70-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-69-A
 
REMIC I Remittance Rate
73
 
I-71-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-70-A
 
REMIC I Remittance Rate
74
 
I-72-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-71-A
 
REMIC I Remittance Rate
75
 
I-73-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-72-A
 
REMIC I Remittance Rate
76
 
I-74-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-73-A
 
REMIC I Remittance Rate
77
 
I-75-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-74-A
 
REMIC I Remittance Rate
78
 
I-76-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-75-A
 
REMIC I Remittance Rate
79
 
I-77-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-76-A
 
REMIC I Remittance Rate
80
 
I-78-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-77-A
 
REMIC I Remittance Rate
81
 
I-79-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-78-A
 
REMIC I Remittance Rate
82
 
I-80-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-79-A
 
REMIC I Remittance Rate
83
 
I-81-A through I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-80-A
 
REMIC I Remittance Rate
84
 
I-82-A
 
2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
   
I-1-A through I-81-A
 
REMIC I Remittance Rate
thereafter
 
I-1-A through I-82-A
 
REMIC I Remittance Rate
 
With respect to REMIC II Regular Interest LTIO and (a) the first 84 Distribution Dates, the excess of (i) the weighted average of the REMIC I Remittance Rates for REMIC I Regular Interests ending with the designation “A”, over (ii) 2 multiplied by Swap LIBOR and (b) thereafter, 0.00%.
 
REMIC III Regular Interest: Any of the separate 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 Pass-Through 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 Certificate Balance as set forth in the Preliminary Statement hereto. The Class A Certificates, the Class C Certificates, the Class P Certificates and the Class IO Interest represent beneficial ownership interests in REMIC III issued hereunder and are designated as regular interests in REMIC III.
 
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 or REMIC II Regular Interest.
 
REMIC Remittance Rate: The REMIC I Remittance Rate or REMIC II Remittance Rate.
 
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 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 Trustee, 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 Trustee, customarily performing functions similar to those performed by any of the above designated officers who at such time shall be officers to whom, with respect to a particular matter, the matter is referred because of the officer’s knowledge of and familiarity with the particular subject and who has direct responsibility for the administration of this Agreement.
 
Reuters Screen LIBOR01: The display page currently so designated on the Reuters Monitor Money Rates Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).
 
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 Servicer.
 
Scheduled Payment: The scheduled monthly payment due 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.
 
Servicer: IndyMac Bank, F.S.B., a federal savings bank, and its successors and assigns, in its capacity as servicer under this Agreement.
 
Servicer Advance Date: As to any Distribution Date, 12:30 p.m. (Pacific time) on the Business Day preceding the Distribution Date.
 
Servicing Advances: All customary, reasonable, and necessary “out of pocket” costs and expenses incurred in the performance by the Servicer of its servicing obligations, including the cost of (i)(a) the preservation, restoration, and protection of a Mortgaged Property, (b) expenses reimbursable to the Servicer pursuant to Section 3.12 and any enforcement or judicial proceedings, including foreclosures, (c) the maintenance and liquidation of any REO Property and (d) compliance with the obligations under Section 3.10; and (ii) reasonable compensation to the Servicer or its affiliates for acting as broker in connection with the sale of foreclosed Mortgaged Properties and for performing certain default management and other similar services (including 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 servicing duties shall be treated as Servicing Advances. The Servicer shall not be required to make any Nonrecoverable Servicing Advance in respect of a Mortgage Loan or REO Property.
 
Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time, or those Servicing Criteria otherwise mutually agreed to by IndyMac and the applicable Servicer in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit R.
 
Servicing Fee: As to each Mortgage Loan and any Distribution Date, one month’s interest at the related 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 Servicing Fee Rate on the Stated Principal Balance of the Mortgage Loan for the period covered by the payment of interest, subject to reduction as provided in Section 3.15.
 
Servicing Fee Rate: For each Mortgage Loan, 0.50% per annum.
 
Servicing Officer: Any officer of the Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name and facsimile signature appear on a list of servicing officers furnished to the Trustee and the Certificate Insurer by the Servicer on the Closing Date pursuant to this Agreement, as the list may from time to time be amended.
 
Servicer Remittance Amount: For any Distribution Date, is the sum of (i) all scheduled installments of interest (net of the related Servicing 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 (excluding those included in Liquidation 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 and net of the related Excess Proceeds) and (iii) all partial or full Principal 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); minus (iv) amounts in reimbursement for Advances and Servicing Advances previously made with respect to the Mortgage Loans, and other expenses reimbursable to the Servicer with respect to the Mortgage Loans pursuant to this Agreement.
 
Servicing Standard: That degree of skill and care exercised by the Servicer with respect to mortgage loans comparable to the Mortgage Loans serviced by the Servicer for itself or others, including loans subject to a pool policy.
 
Startup Day: The Closing Date.
 
Stated Principal Balance: As to any Mortgage Loan and any date of determination, the unpaid principal balance of such Mortgage Loan as of the immediately preceding Due Date (or such Due Date if the date of determination is a 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, (ii) any Liquidation Proceeds allocable to principal received in the prior calendar month with respect to such Mortgage Loan and (iii) any Principal Prepayments received through the last day of the Prepayment Period that includes such Due Date with respect to such Mortgage Loan. The Stated Principal Balance as to any Mortgage Loan and any date on or following the date on which such Mortgage Loan is a Liquidated Mortgage Loan or Charged-off Mortgage Loan will be zero.
 
Subordinated Certificates: As specified in the Preliminary Statement.
 
Subsequent Recoveries: As to any Distribution Date, with respect to a Liquidated Mortgage Loan that resulted in a Realized Loss in a prior calendar month, unexpected amounts received by the Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 3.09) specifically related to such Liquidated Mortgage Loan.
 
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 remaining term to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan; (v) not be a cooperative loan and (vi) comply with each representation and warranty in Section 2.03.
 
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 Interest Rate 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 Trustee: The trustee on behalf of the Supplemental Interest Trust. Initially, the Supplemental Interest Trust Trustee shall be the Trustee.
 
Swap Collateral Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 4.11 in the name of the Trustee for the benefit of the Certificateholders and designated “Credit Support Collateral Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed Certificates, Series INDS 2007-2.” Funds in the Credit Support Collateral Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement. The Credit Support Collateral Account will not be an asset of any REMIC.
 
Swap Expense Fee Rate: For any Distribution Date, a fraction expressed as a percentage, (i) the numerator of which is equal to the product of twelve multiplied by any Net Swap Payment and Swap Termination Payment (to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Supplemental Interest Trust Trustee and only if such Swap Termination Payment was not due to a Swap Provider Trigger Event with respect to the Swap Provider) made to the Swap Provider and (ii) the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans as of the first day of the related Remittance Period, adjusted to reflect unscheduled principal payments made thereafter that were included in the Principal Distribution Amount on the immediately preceding Distribution Date.
 
Swap LIBOR: One-Month LIBOR as determined pursuant to the Interest Rate Swap Agreement.
 
Swap Provider: The swap provider under the Interest Rate Swap Agreement. Initially, the Swap Provider shall be Bear Stearns Financial Products, Inc.
 
Swap Provider Trigger Event: A Swap Provider Trigger Event shall have occurred if any of an Event of Default (under the Interest Rate Swap Agreement) with respect to which the Swap Provider is a Defaulting Party, a Termination Event (under the Interest Rate Swap Agreement) with respect to which the Swap Provider is the sole Affected Party or an Additional Termination Event (under the Interest Rate 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 Interest Rate 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 Interest Rate Swap Agreement.
 
Termination Price: As defined in the Interest Rate Swap Agreement.
 
Total Monthly Excess Spread: For any Distribution Date, Available Funds for such Distribution Date minus amounts paid on such Distribution Date pursuant to Section 4.02(A) through (D).
 
Transfer: Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.
 
Trust: The trust created under this Agreement.
 
Trust Fund: The corpus of the Trust consisting of REMIC I, REMIC II, REMIC III and the Excess Reserve Fund Account.
 
Trust REMIC: Any of REMIC I, REMIC II or REMIC III.
 
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 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).
 
Trustee Fee Rate: 0.010% per annum.
 
Uncertificated Balance: The amount of any REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Balance of each REMIC Regular Interest 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 shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Distribution Date pursuant to Section 4.09 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.09. The Uncertificated Balance of REMIC II Regular Interest LTZZ shall be increased by interest deferrals as provided in Section 4.09. The Uncertificated Balance of each REMIC Regular Interest shall never be less than zero.
 
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.
 
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 4.04.
 
Uncertificated Notional Amount: With respect to REMIC II Regular Interest LTIO and each Distribution Date listed below, the aggregate Uncertificated Balance of the REMIC I Regular Interests ending with the designation “A” listed below:
 
Distribution Date
 
REMIC I Regular Interests
1 through 3
 
I-1-A through I-82-A
4
 
I-2-A through I-82-A
5
 
I-3-A through I-82-A
6
 
I-4-A through I-82-A
7
 
I-5-A through I-82-A
8
 
I-6-A through I-82-A
9
 
I-7-A through I-82-A
10
 
I-8-A through I-82-A
11
 
I-9-A through I-82-A
12
 
I-10-A through I-82-A
13
 
I-11-A through I-82-A
14
 
I-12-A through I-82-A
15
 
I-13-A through I-82-A
16
 
I-14-A through I-82-A
17
 
I-15-A through I-82-A
18
 
I-16-A through I-82-A
19
 
I-17-A through I-82-A
20
 
I-18-A through I-82-A
21
 
I-19-A through I-82-A
22
 
I-20-A through I-82-A
23
 
I-21-A through I-82-A
24
 
I-22-A through I-82-A
25
 
I-23-A through I-82-A
26
 
I-24-A through I-82-A
27
 
I-25-A through I-82-A
28
 
I-26-A through I-82-A
29
 
I-27-A through I-82-A
30
 
I-28-A through I-82-A
31
 
I-29-A through I-82-A
32
 
I-30-A through I-82-A
33
 
I-31-A through I-82-A
34
 
I-32-A through I-82-A
35
 
I-33-A through I-82-A
36
 
I-34-A through I-82-A
37
 
I-35-A through I-82-A
38
 
I-36-A through I-82-A
39
 
I-37-A through I-82-A
40
 
I-38-A through I-82-A
41
 
I-39-A through I-82-A
42
 
I-40-A through I-82-A
43
 
I-41-A through I-82-A
44
 
I-42-A through I-82-A
45
 
I-43-A through I-82-A
46
 
I-44-A through I-82-A
47
 
I-45-A through I-82-A
48
 
I-46-A through I-82-A
49
 
I-47-A through I-82-A
50
 
I-48-A through I-82-A
51
 
I-49-A through I-82-A
52
 
I-50-A through I-82-A
53
 
I-51-A through I-82-A
54
 
I-52-A through I-82-A
55
 
I-53-A through I-82-A
56
 
I-54-A through I-82-A
57
 
I-55-A through I-82-A
58
 
I-56-A through I-82-A
59
 
I-57-A through I-82-A
60
 
I-58-A through I-82-A
61
 
I-59-A through I-82-A
62
 
I-60-A through I-82-A
63
 
I-61-A through I-82-A
64
 
I-62-A through I-82-A
65
 
I-63-A through I-82-A
66
 
I-64-A through I-82-A
67
 
I-65-A through I-82-A
68
 
I-66-A through I-82-A
69
 
I-67-A through I-82-A
70
 
I-68-A through I-82-A
71
 
I-69-A through I-82-A
72
 
I-70-A through I-82-A
73
 
I-71-A through I-82-A
74
 
I-72-A through I-82-A
75
 
I-73-A through I-82-A
76
 
I-74-A through I-82-A
77
 
I-75-A through I-82-A
78
 
I-76-A through I-82-A
79
 
I-77-A through I-82-A
80
 
I-78-A through I-82-A
81
 
I-79-A through I-82-A
82
 
I-80-A through I-82-A
83
 
I-81-A and I-82-A
84
 
I-82-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 II 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: Any of (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 September 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 over (ii) the amount in respect of such Accrued Certificate Interest actually distributed from Available Funds on such Distribution Date, (b) the excess of (i) 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 the preceding Distribution Date and (c) interest on the excess described in clause (b) for the related Interest Accrual Period at the applicable Pass-Through Rate (to the extent permitted by applicable law).
 
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 R 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); provided that, except as set forth in Section 10.01, any Certificate registered in the name of the Seller or its Affiliates shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent has been obtained. Notwithstanding the foregoing, the Voting Rights of the Offered Certificates shall be held by the Certificate Insurer (so long as no Certificate Insurer Default exists) and the Holders of the Offered Certificates may not exercise such Voting Rights without the prior written consent of the Certificate Insurer.
 
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 as of the Closing Date (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). 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.
 
(b)  The Depositor, concurrently with the execution and delivery of this Agreement, hereby transfers to the Trustee for the benefit of the Certificateholders and the Certificate Insurer, without recourse, all the interest of the Depositor in the Trust Fund, together with the Depositor’s right to require the Seller to cure any breach of a representation or warranty made in this Agreement by the Seller or to repurchase or substitute for any affected Mortgage Loan in accordance with this Agreement.
 
(c)  The Depositor shall have delivered the Mortgage Files to the Trustee (i)for at least 90% of the Mortgage Loans, not later than the Closing Date; and (ii) for the remaining 10% of the Mortgage Loans, 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, the Seller shall hold the files as Servicer, as agent and in trust for the Trustee.
 
The Trustee, not in its individual capacity but solely in its separate capacity as Supplemental Interest Trust Trustee, is hereby directed to exercise the rights, perform the obligations, and make any representations to be exercised, performed, or made by the Supplemental Interest Trust Trustee, as described herein. The Supplemental Interest Trust Trustee is hereby directed to execute and deliver the Interest Rate Swap Agreement on behalf of Party B (as defined therein) and to exercise the rights, perform the obligations, and make the representations of Party B thereunder, solely in its capacity as Supplemental Interest Trust Trustee on behalf of Party B and not in its individual capacity.
 
The Seller, the Servicer, the Depositor and the Certificateholders (by acceptance of their Certificates) acknowledge and agree that:
 
(i)  the Supplemental Interest Trust Trustee shall execute and deliver the Interest Rate Swap Agreement on behalf of Party B, and
 
(ii)  the Supplemental Interest Trust Trustee shall exercise the rights, perform the obligations, and make the representations of Party B thereunder, solely in its capacity as Supplemental Interest Trust Trustee on behalf of Party B and not in its individual capacity.
 
Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall apply to the Trustee’s execution (as Supplemental Interest Trust Trustee) of the Interest Rate Swap Agreement, and the performance of its duties and satisfaction of its obligations thereunder. 
 
(d)  In connection with the transfer and assignment of each Mortgage Loan, the Depositor has delivered (or in the case of Delayed Delivery Mortgage Loans, will deliver within the time period specified above) 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 Servicer to, and the Servicer agrees that it will not, alter the information referenced in this paragraph with respect to any Mortgage Loan sold by the Seller to the Depositor during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.
 
In the event that in connection with any Mortgage Loan 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 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 Servicer to the Trustee. If the original Mortgage is not delivered and in connection with the payment in full of the related Mortgage Loan the public recording office requires the presentation of a “lost instruments affidavit and indemnity” or any equivalent document, because only a copy of the Mortgage can be delivered with the instrument of satisfaction or reconveyance, the Servicer shall execute and deliver the required document to the public recording office. If a public recording office retains the original recorded Mortgage or if a Mortgage is lost after recordation in a public recording office, the Seller shall deliver to the Trustee a copy of the Mortgage certified by the public recording office to be a true and complete copy of the original recorded Mortgage.
 
As promptly as practicable after any transfer of a Mortgage Loan under this Agreement, and in any event within thirty days after the transfer, the Trustee shall (i) affix the Trustee’s name to each assignment of Mortgage, as its assignee, and (ii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, if the Trustee has not received the information required to deliver any assignment of a Mortgage for recording, the Trustee shall deliver it as soon as practicable after receipt of the needed information and in any event within thirty days.
 
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 or Kentucky) 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 (without regard to the Policy); provided, however, that each assignment of Mortgage shall be submitted for recording by the Seller (at the direction of the Servicer) in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by the Holders of Certificates entitled to at least 25% of the Voting Rights 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 Servicer and with respect to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Servicer is unable to pay the cost of recording the assignments of Mortgage, such expense shall be paid by the Trustee and shall be reimbursable out of the Distribution Account.
 
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 Depositor 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.
 
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 30 days of receipt of the related Mortgage Files. The Trustee will promptly send a copy of such Delayed Delivery Certification to each Rating Agency and the Certificate Insurer. 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 and the Certificate Insurer. 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 and the Certificate Insurer.
 
The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Servicer, the Certificate Insurer 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 Servicer and the Seller (and a copy to each Rating Agency and the Certificate Insurer) 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 Servicer, the Certificate Insurer 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 or the Certificate Insurer, 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 Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 270 days from the Closing Date. In the event that the Servicer cannot provide a copy of such document certified by the public recording office within such 270 day period, the Servicer shall deliver to the Custodian,  the Trustee and the Certificate Insurer  within such 270 day period, an Officer’s Certificate of the Servicer which shall (A) identify the recorded document, (B) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (C) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, if known, and (D) specify the date the applicable recorded document is expected to be delivered to the Custodian, and, upon receipt of a copy of such document certified by the public recording office, the Servicer shall immediately deliver such document to the Custodian ,  the Trustee and the Certificate Insurer. 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 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 Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File as come into the possession of the Servicer from time to time.
 
The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.
 
Section 2.03  
Representations, Warranties, and Covenants of the Seller and the Servicer.
 
(a)  IndyMac, in its capacities as Seller and Servicer, hereby makes the representations and warranties in Schedule II, and by this reference incorporated herein, to the Depositor, the Trustee, the Supplemental Interest Trust Trustee and the Certificate Insurer, as of the Closing Date. The 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, the Supplemental Interest Trust Trustee and the Certificate Insurer, 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 or the Certificate Insurer in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties. A breach of the representation or warranty made pursuant to clauses (cc), (dd), (hh), (ii), (kk), (ll) and (mm) of Schedule III or a breach of the covenant of the 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) or 2.03(d) that materially and adversely affects the interests of the Certificateholders or the Certificate Insurer 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 and the Certificate Insurer of the Opinion of Counsel, if required by Section 2.05, a Request for Release substantially in the form of Exhibit N and the Mortgage File for any Substitute Mortgage Loan. The Seller shall promptly reimburse the Servicer and the Trustee for any expenses reasonably incurred by the Servicer or the Trustee in respect of enforcing the remedies for the breach.
 
With respect to any Substitute Mortgage Loan or Loans, the Seller shall deliver to the Trustee for the benefit of the Certificateholders and the Certificate Insurer 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 Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders and the Certificate Insurer to reflect the removal of the Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon the substitution, the Substitute Mortgage Loans shall be subject to this Agreement in all respects, and the Seller shall be deemed to have made with respect to the Substitute Mortgage Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to the Mortgage Loan. Upon any substitution and the deposit to the Certificate Account of the amount required to be deposited therein in connection with the substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to the Deleted Mortgage Loan to the Seller and shall execute and deliver at the Seller’s direction such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to vest title in the Seller, or its designee, the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.
 
For any month in which the Seller substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount 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 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 Trustee on their behalf.
 
The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee for the benefit of the Certificateholders and the Certificate Insurer.
 
The Seller assigns to the Depositor and the Depositor assigns to the Trustee all rights the Seller might have under contracts with third parties relating to early payment defaults on the Mortgage Loans (“EPD Rights”) and the Servicer assumes any related duties as part of it servicing obligations. Consistent with the Servicing Standard, the Servicer shall attempt to enforce the EPD rights. If the Servicer’s enforcement of the EPD Rights obligates the Servicer to sell a Mortgage Loan to a third party, the Servicer shall repurchase the Mortgage Loan at the Purchase Price and sell the Mortgage Loan to the third party. The Servicer shall deposit into the Certificate Account all amounts received in connection with the enforcement of EPD Rights, not exceeding the Purchase Price, with respect to any Mortgage Loan. Any amounts received by the Servicer with respect a Mortgage Loan in excess of the Purchase Price shall be retained by the Servicer as additional servicing compensation. The Trustee, upon receipt of certification from the Servicer of the deposit of the Purchase Price in connection with a repurchase of a Mortgage Loan and a Request for File Release from the Servicer, shall release or cause to be released to the purchaser of such Mortgage Loan the related Mortgage File and shall execute and deliver such instruments of transfer or assignment prepared by the purchaser of such Mortgage Loan, in each case without recourse, as shall be necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of such Mortgage Loan shall succeed to all the Trustee’s right, title and interest in and to such Mortgage Loan and all security and documents related thereto. Such assignment shall be an assignment outright and not for security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all security and documents, free of any further obligation to the Trustee or the Certificateholders with respect thereto.
 
Section 2.04  
Representations and Warranties of the Depositor as to the Mortgage Loans.
 
The Depositor hereby represents and warrants to the Trustee, the Supplemental Interest Trust Trustee and the Certificate Insurer 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 above and 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 Trustee of any breach of any of the representations and warranties in this Section that materially and adversely affects the interest of the Certificateholders or the Certificate Insurer, the party discovering the breach shall give prompt written notice to the others, the Certificate Insurer and to each Rating Agency.
 
Section 2.05  
Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases.
 
(a)  Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.01, 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 and the Certificate Insurer an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of any of the Trustee, the Certificate Insurer or the Trust Fund, addressed to the Trustee and the Certificate Insurer, 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. A substitution pursuant to Section 2.01, 2.02, 2.03 or 2.05 that is made within ninety (90) days after the Closing Date shall not require the Seller to deliver to the Trustee an Opinion of Counsel.
 
(b)  Upon discovery by the Depositor, the Seller, the Servicer, the Certificate Insurer or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller’s option, to either (i) substitute, if the conditions in Section 2.03(c) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 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  
[Reserved].
 
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.
 
(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 will 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 of the Depositor in and to the REMIC I Regular Interests (which are uncertificated) for the benefit of the Holders of 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 I Regular Interests and declares that it holds and will 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 of the Depositor in and to the REMIC II Regular Interests (which are uncertificated) for the benefit of the Holders of the Regular Certificates and the Class R Certificates (in respect of the Class R-III Interest). The Trustee acknowledges receipt of the REMIC II Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Regular Certificates and the Class R Certificates (in respect of the Class R-III Interest). The interests evidenced by the Class R-III Certificates, together with the Regular Certificates, constitute the entire beneficial ownership interest in REMIC III.
 
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 Certificates, together with the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests constitute the entire beneficial ownership interest in REMIC I, REMIC II and REMIC III.
 
Section 2.09  
Covenants of the Servicer.
 
The Servicer hereby covenants to the Depositor, the Certificate Insurer and the Trustee as follows:
 
(a)  the Servicer shall comply in the performance of its obligations under each Required Insurance Policy; and
 
(b)  no written information, certificate of an officer, statement furnished in writing or written report delivered to the Depositor, any affiliate of the Depositor or the Trustee and prepared by the Servicer pursuant to this Agreement will contain any untrue statement of a material fact or omit to state a material fact necessary to make such information, certificate, statement, or report not misleading.
 
Section 2.10  
Purposes and Powers of the Trust
 
The purpose of the common law trust, as created hereunder, is to engage in the following activities:
 
(a)  to acquire and hold the Mortgage Loans and the other assets of the Trust Fund and the proceeds therefrom;
 
(b)  to issue the Certificates sold to the Depositor in exchange for the Mortgage Loans;
 
(c)  to make payments on the Certificates;
 
(d)  to engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and
 
(e)  subject to compliance with this Agreement, to engage in such other activities as may be required in connection with conservation of the Trust Fund and the making of distributions to the Certificateholders and the Certificate Insurer.
 
The Trust is hereby authorized to engage in the foregoing activities. The Trustee and the Servicer shall not cause the Trust to engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.10 may not be amended, without the consent of the Certificateholders evidencing 66 2/3% or more of the aggregate Voting Rights of the Certificates.
 

ARTICLE III
 
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
 
Section 3.01  
Servicer to Service Mortgage Loans.
 
For and on behalf of the Certificateholders and the Certificate Insurer, the Servicer shall service and administer the Mortgage Loans in accordance with this Agreement and the Servicing Standard.
 
The Servicer shall not make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would cause the Trust Fund to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code.
 
Without limiting the generality of the foregoing, the Servicer, in its own name or in the name of the Depositor and the Trustee, is hereby authorized and empowered by the Depositor and the Trustee, when the Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders. The Servicer shall prepare and deliver to the Depositor or the Trustee any documents requiring execution and delivery by either or both of them appropriate to enable the Servicer to service and administer the Mortgage Loans to the extent that the Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence. Upon receipt of the documents, the Depositor or the Trustee shall execute the documents and deliver them to the Servicer.
 
The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name, when the Servicer believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® 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 Servicer shall advance funds necessary to effect the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.07, and further as provided in Section 3.09. The costs incurred by the Servicer in effecting the timely payments of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Mortgage Loans, notwithstanding that the Mortgage Loans so permit. The Servicer is obligated to make required Advances on the Mortgage Loans only until each related Mortgage Loan becomes 120 days delinquent.
 
Section 3.02  
[Reserved].
 
Section 3.03  
[Reserved].
 
Section 3.04  
[Reserved].
 
Section 3.05  
Trustee to Act as Servicer.
 
If the Servicer for any reason is no longer the 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 Servicer hereunder arising thereafter, except that the Trustee shall not be:
 
(i)  liable for losses of the Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder,
 
(ii)  obligated to make Advances if it is prohibited from doing so by applicable law,
 
(iii)  obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including repurchases or substitutions pursuant to Section 2.01, 2.02, 2.03 or 2.05,
 
(iv)  responsible for expenses of the Servicer pursuant to Section 2.03, or
 
(v)  deemed to have made any representations and warranties of the Servicer hereunder. Any assumption shall be subject to Section 7.02.
 
Notwithstanding anything else in this Agreement to the contrary, in no event shall the Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid under this Agreement and the amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement and the transactions provided for in this Agreement.
 
Section 3.06  
Collection of Mortgage Loan Payments; Certificate Account; Distribution Account; Excess Reserve Fund Account.
 
(a)  In accordance with and to the extent of the Servicing Standard, the Servicer shall make reasonable efforts in accordance with the customary and usual standards of practice of prudent mortgage servicers to collect all payments called for under the Mortgage Loans to the extent the procedures are consistent with this Agreement and any related Required Insurance Policy. Consistent with the foregoing, the Servicer may in its discretion (i) waive any late payment charge or, subject to Section 3.21, 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 Servicer’s determination such modification is not materially adverse to the interests of the Certificateholders or the Certificate Insurer (taking into account any estimated loss that might result absent such action) and is expected to minimize the loss of such Mortgage Loan; provided, however, that the Servicer shall not initiate new lending to such Mortgagor through the Trust, and (iii) extend the due dates for payments due on a Mortgage Note for a period not greater than 125 days. However, the 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 as of the Cut-off Date. In the event of any such arrangement, the Servicer shall make Advances on the related Mortgage Loan in accordance with Section 4.01 during the scheduled period in accordance with the amortization schedule of the Mortgage Loan without modification thereof because of the arrangements. The Servicer shall not be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note, or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the provision of the Mortgage or other instrument pursuant to which the payment is required is prohibited by applicable law. The Servicer shall not sell any delinquent or defaulted Mortgage Loan.
 
(b)  [Reserved].
 
(c)  [Reserved].
 
(d)  The Servicer shall establish and maintain a segregated Certificate Account into which the Servicer shall deposit on a daily basis (i) within one (1) Business Day of receipt (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 Servicing Fee and Prepayment Interest Excess;
 
(iii)  all Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds, other than proceeds to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Servicer’s normal servicing procedures;
 
(iv)  [reserved];
 
(v)  any amounts required to be deposited by the Servicer pursuant to Sections 3.12 and 3.14;
 
(vi)  all Purchase Prices received from the Servicer or Seller and all Substitution Adjustment Amounts;
 
(vii)  all Advances made by the Servicer pursuant to Section 4.01;
 
(viii)  reserved;
 
(ix)  any other amounts required to be deposited hereunder; and
 
(x)  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 Servicer shall cause funds to be deposited into the Certificate Account in an amount required to cause an amount of interest to be paid with respect to the Mortgage Loan equal to the amount of interest that has accrued on the Mortgage Loan from the preceding Due Date at the Mortgage Rate net of the Servicing Fee on that date.
 
The foregoing requirements for remittance by the 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 Servicer. If the Servicer remits any amount not required to be remitted, it may at any time withdraw that amount from the Certificate Account, any provision 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 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 Certificateholders, to secure its limited recourse obligation to pay to the Class A Certificateholders Net WAC Cap Carry Forward Amounts.
 
On each Distribution Date, the Trustee shall deposit the amount of any Net WAC Cap Carry Forward Amount 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 second 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 Business Day preceding the next Distribution Account Deposit Date) and, in each case, shall not be sold or disposed of before its maturity. The 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 the Class A Certificates, the Trustee shall withdraw from the Excess Reserve Fund Account amounts necessary to pay to the Class A Certificates the Net WAC Cap Carry Forward Amount. Any Net WAC Cap Carry Forward Amounts paid by the Trustee to the Class A Certificateholders shall be accounted for by the Trustee as amounts distributed by REMIC III to the Class C Certificateholder (and from the Class C Certificateholder to the Excess Reserve Fund Account), for all federal income tax purposes.
 
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) the Class A Certificates, in addition to the Class C Certificates, are 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 partnership. The Trustee shall treat amounts deposited into the Excess Reserve Fund Account as amounts distributed by REMIC III to the Class C Certificateholder (and from the Class C Certificateholder to the Excess Reserve Fund Account), for all federal income tax purposes. Accordingly, the Class A Certificates will be comprised of 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 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 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 Servicer to the Trustee pursuant to Section 3.09(a);
 
(ii)  any amount deposited by the Servicer pursuant to Section 3.06(g) in connection with any losses on Permitted Investments;
 
(iii)  received with respect to the termination of the Trust Fund pursuant to Section 9.01; and
 
(iv)  any other amounts deposited hereunder that are required to be deposited in the Distribution Account.
 
If the Servicer remits any amount not required to be remitted, it may at any time direct the Trustee in writing to withdraw that amount from the Distribution Account, any provision 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 Servicer.
 
(g)  Each institution at which the Certificate Account is maintained shall invest the funds therein as directed in writing by the Servicer in Permitted Investments, which shall mature, in the 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 shall be for the benefit of the Servicer as servicing compensation and shall be remitted to it monthly as provided herein. The amount of any realized losses on Permitted Investments in the Certificate Account shall promptly be deposited by the Servicer in the Certificate Account. The Trustee shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Certificate Account and made in accordance with this Section 3.06.
 
Funds in the Distribution Account shall not be invested unless directed in writing by the Trustee. Each institution at which the Distribution Account is maintained shall invest the funds therein as directed in writing by the Trustee in Permitted Investments, which shall mature, in the not later than the related Distribution Date and shall not be sold or disposed of before its maturity. All income realized from any investment of funds on deposit in the Distribution Account shall be for the benefit of the Trustee and shall be remitted to it monthly as provided herein. The amount of any realized losses on Permitted Investments in the Distribution Account shall promptly be deposited by the Trustee in the Distribution Account.
 
(h)  [Reserved].
 
(i)  The Servicer shall notify the Trustee, the Seller, each Rating Agency, the Certificate Insurer and the Depositor of any proposed change of the location of the Certificate Account not later than 30 days and not more than 45 days 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 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 Servicer to compel a Mortgagor to establish an Escrow Account in violation of applicable law.
 
(b)  Withdrawals of amounts so collected from the Escrow Accounts may be made only to effect timely payment of taxes, assessments, hazard insurance premiums, condominium or PUD association dues, or comparable items, to reimburse (without duplication) the Servicer out of related collections for any payments made pursuant to 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 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 Servicer shall be required so to advance only to the extent that such advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds, or otherwise.
 
Section 3.08  
Access to Certain Documentation and Information Regarding the Mortgage Loans.
 
The Servicer shall afford the Depositor, the Trustee, the Certificate Insurer and the Supplemental Interest Trust Trustee reasonable access to all records and documentation regarding the Mortgage Loans and all accounts, insurance information, and other matters relating to this Agreement, such access being afforded without charge, but only upon reasonable request and during normal business hours at the office designated by the Servicer.
 
Upon reasonable advance notice in writing, the Servicer will provide to each Certificateholder or Certificate Owner that is a savings and loan association, bank, or insurance company certain reports and reasonable access to information and documentation regarding the Mortgage Loans sufficient to permit the Certificateholder or Certificate Owner to comply with applicable regulations of the OTS or other regulatory authorities with respect to investment in the Certificates. The Servicer shall be entitled to be reimbursed by each such Certificateholder or Certificate Owner for actual expenses incurred by the Servicer in providing the reports and access.
 
Section 3.09  
Permitted Withdrawals from the Certificate Account, the Distribution Account and the Excess Reserve Fund Account.
 
(a)  The Servicer may (and, in the case of clause (ix) below, shall) from time to time make withdrawals from the Certificate Account for the following purposes:
 
(i)