Article Ii Conveyance of Mortgage Loans; Representations and Warranties

 
 
IndyMac
MBS, 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 June 1, 2006
 
_____________________________________
 
Home
Equity Mortgage Loan Asset-Backed Trust
 
Series
INABS 2006-C
 
Home
Equity Mortgage Loan Asset-Backed Certificates
 
Series
INABS 2006-C
 


 
TABLE
OF
CONTENTS
 
 
 
ARTICLE
I
DEFINITIONS
 
Section
1.01
 Definitions
Section
1.02
 Rules
of
Construction
 
ARTICLE
II CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS
AND WARRANTIES
 
Section
2.01
 Conveyance
of Mortgage Loans
Section
2.02
 Acceptance
by the Trustee of the Mortgage Loans
Section
2.03
 Representations,
Warranties, and Covenants of the Seller and the Servicer
Section
2.04
 Representations
and Warranties of the Depositor as to the Mortgage Loans
Section
2.05
 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases
Section
2.06
 Execution
and Delivery of Certificates
Section
2.07
 Conveyance
of Subsequent Mortgage Loans
Section
2.08
 REMIC
Matters
Section
2.09
 Covenants
of the Servicer
Section
2.10
 Purposes
and Powers of the Trust
 
ARTICLE
III ADMINISTRATION AND SERVICING O
F
MORTGAGE LOANS
 
Section
3.01
 Servicer
to Service Mortgage Loans
Section
3.02
 Reserved
Section
3.03
 [Reserved]
Section
3.04
 The
Pool
Policy
Section
3.05
 Trustee
to Act as Servicer
Section
3.06
 Collection
of Mortgage Loan Payments; Servicing Accounts; Collection Account; Certificate
Account; Distribution Account; Excess Reserve Fund Account
Section
3.07
 Collection
of Taxes, Assessments, and Similar Items Escrow Accounts
Section
3.08
 Access
to
Certain Documentation and Information Regarding the Mortgage Loans
Section
3.09
 Permitted
Withdrawals from the Certificate Account, the Distribution Account 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
 Notification
of Adjustments
Section
3.21
 Prepayment
Charges
Section
3.22
 Pre-Funding
Accounts
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 Certificate
holders
Section
4.04
 Allocation
of Interest Shortfall and Realized Losses
Section
4.05
 Supplemental
Interest Trust
Section
4.06
 Tax
Treatment of Net Swap Payments and Swap Termination Payments
Section
4.07
 Certain
Matters Relating to the Determination of LIBOR
 
ARTICLE
V
THE CERTIFICATES
Section
5.01
 The
Certificates
Section
5.02
 Certificate
Register; Registration of Transfer and Exchange of Certificates
Section
5.03
 Mutilated,
Destroyed, Lost or Stolen Certificates
Section
5.04
 Persons
Deemed Owners
Section
5.05
 Access
to
List of Certificateholders’ Names and Addresses
Section
5.06
 Maintenance
of Office or Agency
 
ARTICLE
VI THE DEPOSITOR AND THE 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 AND THE SUPPLEMENTAL INTEREST TRUST
TRUSTEE
 
Section
8.01
 Duties
of
the Trustee and the Supplemental Interest Trust Trustee
Section
8.02
 Certain
Matters Affecting the Trustee and the Supplemental Interest Trust
Trustee
Section
8.03
 Trustee
and Supplemental Interest Trust Trustee Not Liable for Certificates or Mortgage
Loans
Section
8.04
 Trustee
and Supplemental Interest Trust Trustee May Own Certificates
Section
8.05
 Trustee’s
Fees and Expenses
Section
8.06
 Eligibility
Requirements for the Trustee and the Supplemental Interest Trust
Trustee
Section
8.07
 Resignation
and Removal of the Trustee and the Supplemental Interest Trust
Trustee
Section
8.08
 Successor
Trustee or Supplemental Interest Trust Trustee
Section
8.09
 Merger
or
Consolidation of the Trustee or the Supplemental Interest Trust
Trustee
Section
8.10
 Appointment
of Co-Trustee or Separate Trustee
Section
8.11
 Tax
Matters
Section
8.12
 [Reserved]
Section
8.13
 [Reserved]
Section
8.14
 [Reserved]
Section
8.15
 Access
to
Records of Trustee
Section
8.16
 Suits
for
Enforcemen
 
ARTICLE
IX TERMINATION
 
Section
9.01
 Termination
upon Liquidation or Purchase of the Mortgage Loans
Section
9.02
 Final
Distribution on the Certificates
Section
9.03
 Additional
Termination Requirements
Section
9.04
 Termination
of the Supplemental Interest Trust
 
ARTICLE
X
MISCELLANEOUS PROVISIONS
 
Section
10.01
 Amendment
Section
10.02
 Recordation
of Agreement; Counterparts
Section
10.03
 Governing
Law
Section
10.04
 Intention
of Parties
Section
10.05
 Notices
Section
10.06
 Severability
of Provisions
Section
10.07
 Assignment
Section
10.08
 Limitation
on Rights of Certificateholders
Section
10.09
 Inspection
and Audit Rights
Section
10.10
 Certificates
Nonassessable and Fully Paid
Section
10.11
 Official
Record
Section
10.12
 Protection
of Assets
Section
10.13
 Qualifying
Special Purpose Entity
Section
10.14
 Rights
of
NIM Insurer


SCHEDULES
 
Schedule
I
Mortgage
Loan Schedule
Schedule
II:
Representations
and Warranties of the
Seller/Servicer as

of
the Closing Date
Schedule
III:
Representations
and Warranties as to the Mortgage Loans as of the Closing Date
or Cut-off
Date, as applicable
   
EXHIBITS
   
Exhibit
A:
Form
of Class A and Subordinated Certificates
Exhibit
B:
Form
of Class P Certificate
Exhibit
C:
Form
of Residual Certificate
Exhibit
D:
Form
of Class C Certificate
Exhibit
E:
[Reserved].
Exhibit
F:
Form
of Reverse of Certificates
Exhibit
G-1:
Form
of Initial Certification of Trustee
Exhibit
G-2:
Form
of Delayed Delivery Certification
Exhibit
H:
Form
of Final Certification of Trustee
Exhibit
I:
Form
of Transfer Affidavit
Exhibit
J:
Form
of Transferor Certificate
Exhibit
K:
Form
of Swap Agreement
Exhibit
L:
Form
of Rule 144A Letter
Exhibit
M:
Form
of Request for Release (for Trustee)
Exhibit
N:
Form
of Request for Release (Mortgage Loan Paid in Full, Repurchased,
and
Released)
Exhibit
O-1:
Form
of Certification to be Provided by the Depositor with Form
10-K
Exhibit
O-2:
Trustee’s
Officer’s Certificate
Exhibit
P:
Form
of Addition Notice
Exhibit
Q:
Form
of Subsequent Transfer Instrument
Exhibit
R:
Servicing
Criteria to be addressed in Assessment of Compliance
Exhibit
S:
Reporting
Responsibility




This
Pooling and Servicing Agreement
,
dated
as of June 1, 2006, among INDYMAC MBS, Inc., a Delaware corporation, as
depositor (the “
Depositor”),
IndyMac Bank, F.S.B. (“
IndyMac”),
a
federal savings bank, as seller (in that capacity, the “
Seller”)
and as
servicer (in that capacity, the “
Servicer”),
and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the “
Trustee”)
and as
supplemental interest trust trustee (the “
Supplemental
Interest Trust 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 segregated pool of assets
consisting of the Mortgage Loans and certain other related assets (other than
the Pre-Funding Accounts, any Subsequent Mortgage Loan Interest, the Excess
Reserve Fund Account, the Supplemental Interest Trust and the Swap Agreement)
subject to this Agreement as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as REMIC I. The Class R-I Interest
will be the sole class of residual interests in REMIC I for purposes of the
REMIC Provisions (as defined herein). The following table irrevocably sets
forth
the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance
and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii),
the latest possible maturity date for each of the REMIC I Regular Interests
(as
defined herein). None of the REMIC I Regular Interests will be
certificated.
 
Designation
 
REMIC
I Remittance Rate
 
Initial
Uncertificated
Balance
 
Latest
Possible
Maturity
Date
(1)
 
I-LT1
   
Variable
(2)
 
$
177,058,004.74
   
August
2036
 
I-LT1PF
   
Variable
(2)
 
$
14,514,322.26
   
August
2036
 
I-LT2
   
Variable
(2)
 
$
178,118,651.07
   
August
2036
 
I-LT2PF
   
Variable
(2)
 
$
12,952,083.93
   
August
2036
 
I-LT3
   
Variable
(2)
 
$
355,150,233.84
   
August
2036
 
I-LT3PF
   
Variable
(2)
 
$
28,251,164.16
   
August
2036
 
I-LTP
   
Variable
(2)
 
$
100.00
   
August
2036
 
________________
 
(1) For
purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii),
the
Distribution Date immediately following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the latest possible
maturity date for each REMIC I Regular Interest.
 
(2) Calculated
in accordance with the definition of REMIC I Remittance Rate
herein.
 


REMIC
II
 
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as REMIC II.
The
Class R-II Interest will evidence the sole class of residual interests in REMIC
II for purposes of the REMIC Provisions. The following table irrevocably sets
forth the designation, the REMIC II Remittance Rate, the initial Uncertificated
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC
II
Regular Interests (as defined herein). None of the REMIC II Regular Interests
will be certificated.
 
Designation
 
REMIC
II
Remittance
Rate
 
Initial
Uncertificated
Balance
 
Latest
Possible
Maturity
Date
(1)
 
I
 
Variable
(2)
   
$
5,134,967.16
 
August
2036
 
I-1-A
 
Variable
(2)
   
$
937,182.63
 
August
2036
 
I-1-B
 
Variable
(2)
   
$
937,182.63
 
August
2036
 
I-2-A
 
Variable
(2)
   
$
1,221,445.76
 
August
2036
 
I-2-B
 
Variable
(2)
   
$
1,221,445.76
 
August
2036
 
I-3-A
 
Variable
(2)
   
$
1,506,125.90
 
August
2036
 
I-3-B
 
Variable
(2)
   
$
1,506,125.90
 
August
2036
 
I-4-A
 
Variable
(2)
   
$
1,793,921.72
 
August
2036
 
I-4-B
 
Variable
(2)
   
$
1,793,921.72
 
August
2036
 
I-5-A
 
Variable
(2)
   
$
2,076,392.71
 
August
2036
 
I-5-B
 
Variable
(2)
   
$
2,076,392.71
 
August
2036
 
I-6-A
 
Variable
(2)
   
$
2,350,833.63
 
August
2036
 
I-6-B
 
Variable
(2)
   
$
2,350,833.63
 
August
2036
 
I-7-A
 
Variable
(2)
   
$
2,615,156.32
 
August
2036
 
I-7-B
 
Variable
(2)
   
$
2,615,156.32
 
August
2036
 
I-8-A
 
Variable
(2)
   
$
2,862,342.90
 
August
2036
 
I-8-B
 
Variable
(2)
   
$
2,862,342.90
 
August
2036
 
I-9-A
 
Variable
(2)
   
$
3,093,272.71
 
August
2036
 
I-9-B
 
Variable
(2)
   
$
3,093,272.71
 
August
2036
 
I-10-A
 
Variable
(2)
   
$
3,285,668.64
 
August
2036
 
I-10-B
 
Variable
(2)
   
$
3,285,668.64
 
August
2036
 
I-11-A
 
Variable
(2)
   
$
3,379,315.47
 
August
2036
 
I-11-B
 
Variable
(2)
   
$
3,379,315.47
 
August
2036
 
I-12-A
 
Variable
(2)
   
$
3,282,557.64
 
August
2036
 
I-12-B
 
Variable
(2)
   
$
3,282,557.64
 
August
2036
 
I-13-A
 
Variable
(2)
   
$
3,135,471.21
 
August
2036
 
I-13-B
 
Variable
(2)
   
$
3,135,471.21
 
August
2036
 
I-14-A
 
Variable
(2)
   
$
2,991,621.75
 
August
2036
 
I-14-B
 
Variable
(2)
   
$
2,991,621.75
 
August
2036
 
I-15-A
 
Variable
(2)
   
$
2,898,907.41
 
August
2036
 
I-15-B
 
Variable
(2)
   
$
2,898,907.41
 
August
2036
 
I-16-A
 
Variable
(2)
   
$
2,802,448.73
 
August
2036
 
I-16-B
 
Variable
(2)
   
$
2,802,448.73
 
August
2036
 
I-17-A
 
Variable
(2)
   
$
2,655,560.18
 
August
2036
 
I-17-B
 
Variable
(2)
   
$
2,655,560.18
 
August
2036
 
I-18-A
 
Variable
(2)
   
$
2,468,470.64
 
August
2036
 
I-18-B
 
Variable
(2)
   
$
2,468,470.64
 
August
2036
 
I-19-A
 
Variable
(2)
   
$
2,372,054.48
 
August
2036
 
I-19-B
 
Variable
(2)
   
$
2,372,054.48
 
August
2036
 
I-20-A
 
Variable
(2)
   
$
2,387,389.39
 
August
2036
 
I-20-B
 
Variable
(2)
   
$
2,387,389.39
 
August
2036
 
I-21-A
 
Variable
(2)
   
$
2,656,236.65
 
August
2036
 
I-21-B
 
Variable
(2)
   
$
2,656,236.65
 
August
2036
 
I-22-A
 
Variable
(2)
   
$
3,739,066.50
 
August
2036
 
I-22-B
 
Variable
(2)
   
$
3,739,066.50
 
August
2036
 
I-23-A
 
Variable
(2)
   
$
3,529,379.42
 
August
2036
 
I-23-B
 
Variable
(2)
   
$
3,529,379.42
 
August
2036
 
I-24-A
 
Variable
(2)
   
$
3,393,327.14
 
August
2036
 
I-24-B
 
Variable
(2)
   
$
3,393,327.14
 
August
2036
 
I-25-A
 
Variable
(2)
   
$
2,804,814.18
 
August
2036
 
I-25-B
 
Variable
(2)
   
$
2,804,814.18
 
August
2036
 
I-26-A
 
Variable
(2)
   
$
2,346,477.86
 
August
2036
 
I-26-B
 
Variable
(2)
   
$
2,346,477.86
 
August
2036
 
I-27-A
 
Variable
(2)
   
$
1,574,854.76
 
August
2036
 
I-27-B
 
Variable
(2)
   
$
1,574,854.76
 
August
2036
 
I-28-A
 
Variable
(2)
   
$
1,378,196.53
 
August
2036
 
I-28-B
 
Variable
(2)
   
$
1,378,196.53
 
August
2036
 
I-29-A
 
Variable
(2)
   
$
1,251,458.80
 
August
2036
 
I-29-B
 
Variable
(2)
   
$
1,251,458.80
 
August
2036
 
I-30-A
 
Variable
(2)
   
$
1,197,131.42
 
August
2036
 
I-30-B
 
Variable
(2)
   
$
1,197,131.42
 
August
2036
 
I-31-A
 
Variable
(2)
   
$
1,162,128.66
 
August
2036
 
I-31-B
 
Variable
(2)
   
$
1,162,128.66
 
August
2036
 
I-32-A
 
Variable
(2)
   
$
1,153,459.01
 
August
2036
 
I-32-B
 
Variable
(2)
   
$
1,153,459.01
 
August
2036
 
I-33-A
 
Variable
(2)
   
$
1,438,266.37
 
August
2036
 
I-33-B
 
Variable
(2)
   
$
1,438,266.37
 
August
2036
 
I-34-A
 
Variable
(2)
   
$
2,708,828.78
 
August
2036
 
I-34-B
 
Variable
(2)
   
$
2,708,828.78
 
August
2036
 
I-35-A
 
Variable
(2)
   
$
6,048,124.89
 
August
2036
 
I-35-B
 
Variable
(2)
   
$
6,048,124.89
 
August
2036
 
I-36-A
 
Variable
(2)
   
$
949,097.07
 
August
2036
 
I-36-B
 
Variable
(2)
   
$
949,097.07
 
August
2036
 
I-37-A
 
Variable
(2)
   
$
252,338.23
 
August
2036
 
I-37-B
 
Variable
(2)
   
$
252,338.23
 
August
2036
 
I-38-A
 
Variable
(2)
   
$
241,924.58
 
August
2036
 
I-38-B
 
Variable
(2)
   
$
241,924.58
 
August
2036
 
I-39-A
 
Variable
(2)
   
$
231,966.40
 
August
2036
 
I-39-B
 
Variable
(2)
   
$
231,966.40
 
August
2036
 
I-40-A
 
Variable
(2)
   
$
228,831.02
 
August
2036
 
I-40-B
 
Variable
(2)
   
$
228,831.02
 
August
2036
 
I-41-A
 
Variable
(2)
   
$
213,675.23
 
August
2036
 
I-41-B
 
Variable
(2)
   
$
213,675.23
 
August
2036
 
I-42-A
 
Variable
(2)
   
$
211,047.83
 
August
2036
 
I-42-B
 
Variable
(2)
   
$
211,047.83
 
August
2036
 
I-43-A
 
Variable
(2)
   
$
212,443.28
 
August
2036
 
I-43-B
 
Variable
(2)
   
$
212,443.28
 
August
2036
 
I-44-A
 
Variable
(2)
   
$
223,116.07
 
August
2036
 
I-44-B
 
Variable
(2)
   
$
223,116.07
 
August
2036
 
I-45-A
 
Variable
(2)
   
$
201,912.72
 
August
2036
 
I-45-B
 
Variable
(2)
   
$
201,912.72
 
August
2036
 
I-46-A
 
Variable
(2)
   
$
224,068.56
 
August
2036
 
I-46-B
 
Variable
(2)
   
$
224,068.56
 
August
2036
 
I-47-A
 
Variable
(2)
   
$
347,267.03
 
August
2036
 
I-47-B
 
Variable
(2)
   
$
347,267.03
 
August
2036
 
I-48-A
 
Variable
(2)
   
$
158,515.40
 
August
2036
 
I-48-B
 
Variable
(2)
   
$
158,515.40
 
August
2036
 
I-49-A
 
Variable
(2)
   
$
134,189.49
 
August
2036
 
I-49-B
 
Variable
(2)
   
$
134,189.49
 
August
2036
 
I-50-A
 
Variable
(2)
   
$
129,204.15
 
August
2036
 
I-50-B
 
Variable
(2)
   
$
129,204.15
 
August
2036
 
I-51-A
 
Variable
(2)
   
$
124,407.61
 
August
2036
 
I-51-B
 
Variable
(2)
   
$
124,407.61
 
August
2036
 
I-52-A
 
Variable
(2)
   
$
119,782.38
 
August
2036
 
I-52-B
 
Variable
(2)
   
$
119,782.38
 
August
2036
 
I-53-A
 
Variable
(2)
   
$
115,341.59
 
August
2036
 
I-53-B
 
Variable
(2)
   
$
115,341.59
 
August
2036
 
I-54-A
 
Variable
(2)
   
$
111,068.34
 
August
2036
 
I-54-B
 
Variable
(2)
   
$
111,068.34
 
August
2036
 
I-55-A
 
Variable
(2)
   
$
106,949.21
 
August
2036
 
I-55-B
 
Variable
(2)
   
$
106,949.21
 
August
2036
 
I-56-A
 
Variable
(2)
   
$
103,017.02
 
August
2036
 
I-56-B
 
Variable
(2)
   
$
103,017.02
 
August
2036
 
I-57-A
 
Variable
(2)
   
$
99,205.49
 
August
2036
 
I-57-B
 
Variable
(2)
   
$
99,205.49
 
August
2036
 
I-58-A
 
Variable
(2)
   
$
95,536.50
 
August
2036
 
I-58-B
 
Variable
(2)
   
$
95,536.50
 
August
2036
 
I-59-A
 
Variable
(2)
   
$
1,885,883.95
 
August
2036
 
I-59-B
 
Variable
(2)
   
$
1,885,883.95
 
August
2036
 
II
 
Variable
(2)
   
$
5,121,619.39
 
August
2036
 
II-1-A
 
Variable
(2)
   
$
934,728.33
 
August
2036
 
II-1-B
 
Variable
(2)
   
$
934,728.33
 
August
2036
 
II-2-A
 
Variable
(2)
   
$
1,218,247.02
 
August
2036
 
II-2-B
 
Variable
(2)
   
$
1,218,247.02
 
August
2036
 
II-3-A
 
Variable
(2)
   
$
1,502,181.64
 
August
2036
 
II-3-B
 
Variable
(2)
   
$
1,502,181.64
 
August
2036
 
II-4-A
 
Variable
(2)
   
$
1,789,223.77
 
August
2036
 
II-4-B
 
Variable
(2)
   
$
1,789,223.77
 
August
2036
 
II-5-A
 
Variable
(2)
   
$
2,070,955.03
 
August
2036
 
II-5-B
 
Variable
(2)
   
$
2,070,955.03
 
August
2036
 
II-6-A
 
Variable
(2)
   
$
2,344,677.24
 
August
2036
 
II-6-B
 
Variable
(2)
   
$
2,344,677.24
 
August
2036
 
II-7-A
 
Variable
(2)
   
$
2,608,307.72
 
August
2036
 
II-7-B
 
Variable
(2)
   
$
2,608,307.72
 
August
2036
 
II-8-A
 
Variable
(2)
   
$
2,854,846.96
 
August
2036
 
II-8-B
 
Variable
(2)
   
$
2,854,846.96
 
August
2036
 
II-9-A
 
Variable
(2)
   
$
3,085,172.01
 
August
2036
 
II-9-B
 
Variable
(2)
   
$
3,085,172.01
 
August
2036
 
II-10-A
 
Variable
(2)
   
$
3,277,064.09
 
August
2036
 
II-10-B
 
Variable
(2)
   
$
3,277,064.09
 
August
2036
 
II-11-A
 
Variable
(2)
   
$
3,370,465.68
 
August
2036
 
II-11-B
 
Variable
(2)
   
$
3,370,465.68
 
August
2036
 
II-12-A
 
Variable
(2)
   
$
3,273,961.24
 
August
2036
 
II-12-B
 
Variable
(2)
   
$
3,273,961.24
 
August
2036
 
II-13-A
 
Variable
(2)
   
$
3,127,260.00
 
August
2036
 
II-13-B
 
Variable
(2)
   
$
3,127,260.00
 
August
2036
 
II-14-A
 
Variable
(2)
   
$
2,983,787.26
 
August
2036
 
II-14-B
 
Variable
(2)
   
$
2,983,787.26
 
August
2036
 
II-15-A
 
Variable
(2)
   
$
2,891,315.71
 
August
2036
 
II-15-B
 
Variable
(2)
   
$
2,891,315.71
 
August
2036
 
II-16-A
 
Variable
(2)
   
$
2,795,109.65
 
August
2036
 
II-16-B
 
Variable
(2)
   
$
2,795,109.65
 
August
2036
 
II-17-A
 
Variable
(2)
   
$
2,648,605.77
 
August
2036
 
II-17-B
 
Variable
(2)
   
$
2,648,605.77
 
August
2036
 
II-18-A
 
Variable
(2)
   
$
2,462,006.18
 
August
2036
 
II-18-B
 
Variable
(2)
   
$
2,462,006.18
 
August
2036
 
II-19-A
 
Variable
(2)
   
$
2,365,842.52
 
August
2036
 
II-19-B
 
Variable
(2)
   
$
2,365,842.52
 
August
2036
 
II-20-A
 
Variable
(2)
   
$
2,381,137.27
 
August
2036
 
II-20-B
 
Variable
(2)
   
$
2,381,137.27
 
August
2036
 
II-21-A
 
Variable
(2)
   
$
2,649,280.46
 
August
2036
 
II-21-B
 
Variable
(2)
   
$
2,649,280.46
 
August
2036
 
II-22-A
 
Variable
(2)
   
$
3,729,274.59
 
August
2036
 
II-22-B
 
Variable
(2)
   
$
3,729,274.59
 
August
2036
 
II-23-A
 
Variable
(2)
   
$
3,520,136.64
 
August
2036
 
II-23-B
 
Variable
(2)
   
$
3,520,136.64
 
August
2036
 
II-24-A
 
Variable
(2)
   
$
3,384,440.66
 
August
2036
 
II-24-B
 
Variable
(2)
   
$
3,384,440.66
 
August
2036
 
II-25-A
 
Variable
(2)
   
$
2,797,468.90
 
August
2036
 
II-25-B
 
Variable
(2)
   
$
2,797,468.90
 
August
2036
 
II-26-A
 
Variable
(2)
   
$
2,340,332.88
 
August
2036
 
II-26-B
 
Variable
(2)
   
$
2,340,332.88
 
August
2036
 
II-27-A
 
Variable
(2)
   
$
1,570,730.51
 
August
2036
 
II-27-B
 
Variable
(2)
   
$
1,570,730.51
 
August
2036
 
II-28-A
 
Variable
(2)
   
$
1,374,587.30
 
August
2036
 
II-28-B
 
Variable
(2)
   
$
1,374,587.30
 
August
2036
 
II-29-A
 
Variable
(2)
   
$
1,248,181.46
 
August
2036
 
II-29-B
 
Variable
(2)
   
$
1,248,181.46
 
August
2036
 
II-30-A
 
Variable
(2)
   
$
1,193,996.36
 
August
2036
 
II-30-B
 
Variable
(2)
   
$
1,193,996.36
 
August
2036
 
II-31-A
 
Variable
(2)
   
$
1,159,085.26
 
August
2036
 
II-31-B
 
Variable
(2)
   
$
1,159,085.26
 
August
2036
 
II-32-A
 
Variable
(2)
   
$
1,150,438.32
 
August
2036
 
II-32-B
 
Variable
(2)
   
$
1,150,438.32
 
August
2036
 
II-33-A
 
Variable
(2)
   
$
1,434,499.83
 
August
2036
 
II-33-B
 
Variable
(2)
   
$
1,434,499.83
 
August
2036
 
II-34-A
 
Variable
(2)
   
$
2,701,734.87
 
August
2036
 
II-34-B
 
Variable
(2)
   
$
2,701,734.87
 
August
2036
 
II-35-A
 
Variable
(2)
   
$
6,032,285.99
 
August
2036
 
II-35-B
 
Variable
(2)
   
$
6,032,285.99
 
August
2036
 
II-36-A
 
Variable
(2)
   
$
946,611.56
 
August
2036
 
II-36-B
 
Variable
(2)
   
$
946,611.56
 
August
2036
 
II-37-A
 
Variable
(2)
   
$
251,677.40
 
August
2036
 
II-37-B
 
Variable
(2)
   
$
251,677.40
 
August
2036
 
II-38-A
 
Variable
(2)
   
$
241,291.03
 
August
2036
 
II-38-B
 
Variable
(2)
   
$
241,291.03
 
August
2036
 
II-39-A
 
Variable
(2)
   
$
231,358.92
 
August
2036
 
II-39-B
 
Variable
(2)
   
$
231,358.92
 
August
2036
 
II-40-A
 
Variable
(2)
   
$
228,231.75
 
August
2036
 
II-40-B
 
Variable
(2)
   
$
228,231.75
 
August
2036
 
II-41-A
 
Variable
(2)
   
$
213,115.66
 
August
2036
 
II-41-B
 
Variable
(2)
   
$
213,115.66
 
August
2036
 
II-42-A
 
Variable
(2)
   
$
210,495.14
 
August
2036
 
II-42-B
 
Variable
(2)
   
$
210,495.14
 
August
2036
 
II-43-A
 
Variable
(2)
   
$
211,886.93
 
August
2036
 
II-43-B
 
Variable
(2)
   
$
211,886.93
 
August
2036
 
II-44-A
 
Variable
(2)
   
$
222,531.77
 
August
2036
 
II-44-B
 
Variable
(2)
   
$
222,531.77
 
August
2036
 
II-45-A
 
Variable
(2)
   
$
201,383.95
 
August
2036
 
II-45-B
 
Variable
(2)
   
$
201,383.95
 
August
2036
 
II-46-A
 
Variable
(2)
   
$
223,481.76
 
August
2036
 
II-46-B
 
Variable
(2)
   
$
223,481.76
 
August
2036
 
II-47-A
 
Variable
(2)
   
$
346,357.61
 
August
2036
 
II-47-B
 
Variable
(2)
   
$
346,357.61
 
August
2036
 
II-48-A
 
Variable
(2)
   
$
158,100.28
 
August
2036
 
II-48-B
 
Variable
(2)
   
$
158,100.28
 
August
2036
 
II-49-A
 
Variable
(2)
   
$
133,838.07
 
August
2036
 
II-49-B
 
Variable
(2)
   
$
133,838.07
 
August
2036
 
II-50-A
 
Variable
(2)
   
$
128,865.79
 
August
2036
 
II-50-B
 
Variable
(2)
   
$
128,865.79
 
August
2036
 
II-51-A
 
Variable
(2)
   
$
124,081.81
 
August
2036
 
II-51-B
 
Variable
(2)
   
$
124,081.81
 
August
2036
 
II-52-A
 
Variable
(2)
   
$
119,468.70
 
August
2036
 
II-52-B
 
Variable
(2)
   
$
119,468.70
 
August
2036
 
II-53-A
 
Variable
(2)
   
$
115,039.53
 
August
2036
 
II-53-B
 
Variable
(2)
   
$
115,039.53
 
August
2036
 
II-54-A
 
Variable
(2)
   
$
110,777.48
 
August
2036
 
II-54-B
 
Variable
(2)
   
$
110,777.48
 
August
2036
 
II-55-A
 
Variable
(2)
   
$
106,669.13
 
August
2036
 
II-55-B
 
Variable
(2)
   
$
106,669.13
 
August
2036
 
II-56-A
 
Variable
(2)
   
$
102,747.24
 
August
2036
 
II-56-B
 
Variable
(2)
   
$
102,747.24
 
August
2036
 
II-57-A
 
Variable
(2)
   
$
98,945.69
 
August
2036
 
II-57-B
 
Variable
(2)
   
$
98,945.69
 
August
2036
 
II-58-A
 
Variable
(2)
   
$
95,286.31
 
August
2036
 
II-58-B
 
Variable
(2)
   
$
95,286.31
 
August
2036
 
II-59-A
 
Variable
(2)
   
$
1,880,945.17
 
August
2036
 
II-59-B
 
Variable
(2)
   
$
1,880,945.17
 
August
2036
 
III
 
Variable
(2)
   
$
10,277,010.95
 
August
2036
 
III-1-A
 
Variable
(2)
   
$
1,875,620.29
 
August
2036
 
III-1-B
 
Variable
(2)
   
$
1,875,620.29
 
August
2036
 
III-2-A
 
Variable
(2)
   
$
2,444,527.22
 
August
2036
 
III-2-B
 
Variable
(2)
   
$
2,444,527.22
 
August
2036
 
III-3-A
 
Variable
(2)
   
$
3,014,268.72
 
August
2036
 
III-3-B
 
Variable
(2)
   
$
3,014,268.72
 
August
2036
 
III-4-A
 
Variable
(2)
   
$
3,590,245.76
 
August
2036
 
III-4-B
 
Variable
(2)
   
$
3,590,245.76
 
August
2036
 
III-5-A
 
Variable
(2)
   
$
4,155,566.01
 
August
2036
 
III-5-B
 
Variable
(2)
   
$
4,155,566.01
 
August
2036
 
III-6-A
 
Variable
(2)
   
$
4,704,815.38
 
August
2036
 
III-6-B
 
Variable
(2)
   
$
4,704,815.38
 
August
2036
 
III-7-A
 
Variable
(2)
   
$
5,233,814.72
 
August
2036
 
III-7-B
 
Variable
(2)
   
$
5,233,814.72
 
August
2036
 
III-8-A
 
Variable
(2)
   
$
5,728,518.89
 
August
2036
 
III-8-B
 
Variable
(2)
   
$
5,728,518.89
 
August
2036
 
III-9-A
 
Variable
(2)
   
$
6,190,687.77
 
August
2036
 
III-9-B
 
Variable
(2)
   
$
6,190,687.77
 
August
2036
 
III-10-A
 
Variable
(2)
   
$
6,575,737.27
 
August
2036
 
III-10-B
 
Variable
(2)
   
$
6,575,737.27
 
August
2036
 
III-11-A
 
Variable
(2)
   
$
6,763,156.35
 
August
2036
 
III-11-B
 
Variable
(2)
   
$
6,763,156.35
 
August
2036
 
III-12-A
 
Variable
(2)
   
$
6,569,511.12
 
August
2036
 
III-12-B
 
Variable
(2)
   
$
6,569,511.12
 
August
2036
 
III-13-A
 
Variable
(2)
   
$
6,275,141.28
 
August
2036
 
III-13-B
 
Variable
(2)
   
$
6,275,141.28
 
August
2036
 
III-14-A
 
Variable
(2)
   
$
5,987,249.73
 
August
2036
 
III-14-B
 
Variable
(2)
   
$
5,987,249.73
 
August
2036
 
III-15-A
 
Variable
(2)
   
$
5,801,696.88
 
August
2036
 
III-15-B
 
Variable
(2)
   
$
5,801,696.88
 
August
2036
 
III-16-A
 
Variable
(2)
   
$
5,608,650.36
 
August
2036
 
III-16-B
 
Variable
(2)
   
$
5,608,650.36
 
August
2036
 
III-17-A
 
Variable
(2)
   
$
5,314,676.55
 
August
2036
 
III-17-B
 
Variable
(2)
   
$
5,314,676.55
 
August
2036
 
III-18-A
 
Variable
(2)
   
$
4,940,246.93
 
August
2036
 
III-18-B
 
Variable
(2)
   
$
4,940,246.93
 
August
2036
 
III-19-A
 
Variable
(2)
   
$
4,747,285.50
 
August
2036
 
III-19-B
 
Variable
(2)
   
$
4,747,285.50
 
August
2036
 
III-20-A
 
Variable
(2)
   
$
4,777,975.85
 
August
2036
 
III-20-B
 
Variable
(2)
   
$
4,777,975.85
 
August
2036
 
III-21-A
 
Variable
(2)
   
$
5,316,030.39
 
August
2036
 
III-21-B
 
Variable
(2)
   
$
5,316,030.39
 
August
2036
 
III-22-A
 
Variable
(2)
   
$
7,483,140.16
 
August
2036
 
III-22-B
 
Variable
(2)
   
$
7,483,140.16
 
August
2036
 
III-23-A
 
Variable
(2)
   
$
7,063,485.20
 
August
2036
 
III-23-B
 
Variable
(2)
   
$
7,063,485.20
 
August
2036
 
III-24-A
 
Variable
(2)
   
$
6,791,198.45
 
August
2036
 
III-24-B
 
Variable
(2)
   
$
6,791,198.45
 
August
2036
 
III-25-A
 
Variable
(2)
   
$
5,613,384.42
 
August
2036
 
III-25-B
 
Variable
(2)
   
$
5,613,384.42
 
August
2036
 
III-26-A
 
Variable
(2)
   
$
4,696,098.01
 
August
2036
 
III-26-B
 
Variable
(2)
   
$
4,696,098.01
 
August
2036
 
III-27-A
 
Variable
(2)
   
$
3,151,818.48
 
August
2036
 
III-27-B
 
Variable
(2)
   
$
3,151,818.48
 
August
2036
 
III-28-A
 
Variable
(2)
   
$
2,758,238.67
 
August
2036
 
III-28-B
 
Variable
(2)
   
$
2,758,238.67
 
August
2036
 
III-29-A
 
Variable
(2)
   
$
2,504,593.49
 
August
2036
 
III-29-B
 
Variable
(2)
   
$
2,504,593.49
 
August
2036
 
III-30-A
 
Variable
(2)
   
$
2,395,865.97
 
August
2036
 
III-30-B
 
Variable
(2)
   
$
2,395,865.97
 
August
2036
 
III-31-A
 
Variable
(2)
   
$
2,325,813.58
 
August
2036
 
III-31-B
 
Variable
(2)
   
$
2,325,813.58
 
August
2036
 
III-32-A
 
Variable
(2)
   
$
2,308,462.67
 
August
2036
 
III-32-B
 
Variable
(2)
   
$
2,308,462.67
 
August
2036
 
III-33-A
 
Variable
(2)
   
$
2,878,458.80
 
August
2036
 
III-33-B
 
Variable
(2)
   
$
2,878,458.80
 
August
2036
 
III-34-A
 
Variable
(2)
   
$
5,421,285.09
 
August
2036
 
III-34-B
 
Variable
(2)
   
$
5,421,285.09
 
August
2036
 
III-35-A
 
Variable
(2)
   
$
12,104,349.12
 
August
2036
 
III-35-B
 
Variable
(2)
   
$
12,104,349.12
 
August
2036
 
III-36-A
 
Variable
(2)
   
$
1,899,465.12
 
August
2036
 
III-36-B
 
Variable
(2)
   
$
1,899,465.12
 
August
2036
 
III-37-A
 
Variable
(2)
   
$
505,014.37
 
August
2036
 
III-37-B
 
Variable
(2)
   
$
505,014.37
 
August
2036
 
III-38-A
 
Variable
(2)
   
$
484,173.14
 
August
2036
 
III-38-B
 
Variable
(2)
   
$
484,173.14
 
August
2036
 
III-39-A
 
Variable
(2)
   
$
464,243.43
 
August
2036
 
III-39-B
 
Variable
(2)
   
$
464,243.43
 
August
2036
 
III-40-A
 
Variable
(2)
   
$
457,968.48
 
August
2036
 
III-40-B
 
Variable
(2)
   
$
457,968.48
 
August
2036
 
III-41-A
 
Variable
(2)
   
$
427,636.61
 
August
2036
 
III-41-B
 
Variable
(2)
   
$
427,636.61
 
August
2036
 
III-42-A
 
Variable
(2)
   
$
422,378.28
 
August
2036
 
III-42-B
 
Variable
(2)
   
$
422,378.28
 
August
2036
 
III-43-A
 
Variable
(2)
   
$
425,171.05
 
August
2036
 
III-43-B
 
Variable
(2)
   
$
425,171.05
 
August
2036
 
III-44-A
 
Variable
(2)
   
$
446,530.92
 
August
2036
 
III-44-B
 
Variable
(2)
   
$
446,530.92
 
August
2036
 
III-45-A
 
Variable
(2)
   
$
404,095.83
 
August
2036
 
III-45-B
 
Variable
(2)
   
$
404,095.83
 
August
2036
 
III-46-A
 
Variable
(2)
   
$
448,437.18
 
August
2036
 
III-46-B
 
Variable
(2)
   
$
448,437.18
 
August
2036
 
III-47-A
 
Variable
(2)
   
$
694,999.11
 
August
2036
 
III-47-B
 
Variable
(2)
   
$
694,999.11
 
August
2036
 
III-48-A
 
Variable
(2)
   
$
317,243.07
 
August
2036
 
III-48-B
 
Variable
(2)
   
$
317,243.07
 
August
2036
 
III-49-A
 
Variable
(2)
   
$
268,558.68
 
August
2036
 
III-49-B
 
Variable
(2)
   
$
268,558.68
 
August
2036
 
III-50-A
 
Variable
(2)
   
$
258,581.32
 
August
2036
 
III-50-B
 
Variable
(2)
   
$
258,581.32
 
August
2036
 
III-51-A
 
Variable
(2)
   
$
248,981.83
 
August
2036
 
III-51-B
 
Variable
(2)
   
$
248,981.83
 
August
2036
 
III-52-A
 
Variable
(2)
   
$
239,725.17
 
August
2036
 
III-52-B
 
Variable
(2)
   
$
239,725.17
 
August
2036
 
III-53-A
 
Variable
(2)
   
$
230,837.63
 
August
2036
 
III-53-B
 
Variable
(2)
   
$
230,837.63
 
August
2036
 
III-54-A
 
Variable
(2)
   
$
222,285.43
 
August
2036
 
III-54-B
 
Variable
(2)
   
$
222,285.43
 
August
2036
 
III-55-A
 
Variable
(2)
   
$
214,041.65
 
August
2036
 
III-55-B
 
Variable
(2)
   
$
214,041.65
 
August
2036
 
III-56-A
 
Variable
(2)
   
$
206,171.99
 
August
2036
 
III-56-B
 
Variable
(2)
   
$
206,171.99
 
August
2036
 
III-57-A
 
Variable
(2)
   
$
198,543.83
 
August
2036
 
III-57-B
 
Variable
(2)
   
$
198,543.83
 
August
2036
 
III-58-A
 
Variable
(2)
   
$
191,200.94
 
August
2036
 
III-58-B
 
Variable
(2)
   
$
191,200.94
 
August
2036
 
III-59-A
 
Variable
(2)
   
$
3,774,293.38
 
August
2036
 
III-59-B
 
Variable
(2)
   
$
3,774,293.38
 
August
2036
 
P
 
Variable
(2)
   
$
100.00
 
August
2036
 
(1)
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC II Regular
Interest.
(2)
Calculated
in accordance with the definition of “REMIC II Remittance Rate”
herein.


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

Designation
 
REMIC
III
Remittance
Rate
 
Initial
Uncertificated
Balance
 
Latest
Possible
Maturity
Date
(1)
LTAA
 
Variable
(2)
 
$
375,361,785.40
 
August
2036
LT1A
 
Variable
(2)
 
$
768,685.00
 
August
2036
LT2A
 
Variable
(2)
 
$
766,670.00
 
August
2036
LT3A1
 
Variable
(2)
 
$
633,045.00
 
August
2036
LT3A2
 
Variable
(2)
 
$
366,010.00
 
August
2036
LT3A3
 
Variable
(2)
 
$
378,770.00
 
August
2036
LT3A4
 
Variable
(2)
 
$
160,575.00
 
August
2036
LTM1
 
Variable
(2)
 
$
145,550.00
 
August
2036
LTM2
 
Variable
(2)
 
$
128,310.00
 
August
2036
LTM3
 
Variable
(2)
 
$
76,605.00
 
August
2036
LTM4
 
Variable
(2)
 
$
68,945.00
 
August
2036
LTM5
 
Variable
(2)
 
$
67,030.00
 
August
2036
LTM6
 
Variable
(2)
 
$
61,285.00
 
August
2036
LTM7
 
Variable
(2)
 
$
59,370.00
 
August
2036
LTM8
 
Variable
(2)
 
$
44,050.00
 
August
2036
LTM9
 
Variable
(2)
 
$
24,895.00
 
August
2036
LTZZ
 
Variable
(2)
 
$
3,910,649.60
 
August
2036
LTP
 
Variable
(2)
 
$
100.00
 
August
2036
LTIO
 
Variable
(2)
   
(3)
 
August
2036
LT1SUB
 
Variable
(2)
 
$
3,783.53
 
August
2036
LT1GRP
 
Variable
(2)
 
$
19,157.24
 
August
2036
LT2SUB
 
Variable
(2)
 
$
3,773.67
 
August
2036
LT2GRP
 
Variable
(2)
 
$
19,107.07
 
August
2036
LT3SUB
 
Variable
(2)
 
$
7,572.14
 
August
2036
LT3GRP
 
Variable
(2)
 
$
38,340.14
 
August
2036
LTXX
 
Variable
(2)
 
$
382,930,496.20
 
August
2036


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


REMIC
IV
 
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC III Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as REMIC IV.
The
Class R-IV Interest will evidence the sole class of residual interests in REMIC
IV for purposes of the REMIC Provisions. The following table irrevocably sets
forth the designation, the Pass-Through Rate, the initial aggregate Certificate
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the latest possible maturity date for the indicated Classes
of Certificates. The Class C Interest, the Class P Interest and the Class IO
Interest shall represent uncertificated regular interests in REMIC
IV.
Each
of
the Group I Certificates, Group II Certificates, Group III Certificates and
Subordinated Certificates generally represents ownership of a regular interest
in REMIC IV and also represents (i) the right to receive payments with respect
to the Net WAC Cap Carry Forward Amount and (ii) the obligation to pay the
Class
IO Distribution Amount (as defined herein). The entitlement to principal of
each
REMIC IV 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
1A
 
Variable(2)
 
$
153,737,000.00
 
August
2036
Class
2A
 
Variable(2)
 
$
153,334,000.00
 
August
2036
Class
3A-1
 
Variable(2)
 
$
126,609,000.00
 
August
2036
Class
3A-2
 
Variable(2)
 
$
73,202,000.00
 
August
2036
Class
3A-3
 
Variable(2)
 
$
75,754,000.00
 
August
2036
Class
3A-4
 
Variable(2)
 
$
32,115,000.00
 
August
2036
Class
M-1
 
Variable(2)
 
$
29,110,000.00
 
August
2036
Class
M-2
 
Variable(2)
 
$
25,662,000.00
 
August
2036
Class
M-3
 
Variable(2)
 
$
15,321,000.00
 
August
2036
Class
M-4
 
Variable(2)
 
$
13,789,000.00
 
August
2036
Class
M-5
 
Variable(2)
 
$
13,406,000.00
 
August
2036
Class
M-6
 
Variable(2)
 
$
12,257,000.00
 
August
2036
Class
M-7
 
Variable(2)
 
$
11,874,000.00
 
August
2036
Class
M-8
 
Variable(2)
 
$
8,810,000.00
 
August
2036
Class
M-9
 
Variable(2)
 
$
4,979,000.00
 
August
2036
Class
C Interest
 
Variable(2)(3)
 
$
16,085,460.00
 
August
2036
Class
P Interest
 
(4)
 
$
100.00
 
August
2036
Class
IO Interest
 
(5)
   
(6)
 
August
2036


________________
 
(1)
For
purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii), the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the latest
possible maturity date for each Class of
Certificates.
 
(2)
Calculated
in accordance with the definition of Pass-Through Rate
herein.
 
(3)
The
Class C Interest will accrue interest at its variable Pass-Through
Rate on
the Notional Amount of the Class C Interest outstanding from time
to time,
which shall equal the Uncertificated Balances of the REMIC III Regular
Interests, other than REMIC III Regular Interest LTP. The Class C
Interest
will not accrue interest on its Uncertificated
Balance.
 
(4)
The
Class P Interest will not accrue
interest.
 
(5)
For
federal income tax purposes, the Class IO Interest will not have
a
Pass-Through Rate, but will be entitled to 100% of the amounts distributed
on REMIC III Regular Interest LTIO.
 
(6)
For
federal income tax purposes, the Class IO Interest will not have
an
Uncertificated Balance, but will have a notional amount equal to
the
Uncertificated Notional Amount of REMIC III Regular Interest LTIO.
 


 
REMIC
V
 
As
provided herein, the Trustee shall make an election to treat the Class C
Interest as a REMIC for federal income tax purposes, and such segregated pool
of
assets will be designated as “REMIC V.” The Class R-V Interest represents the
sole class of “residual interests” in REMIC V for purposes of the REMIC
Provisions.
 
The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the initial Certificate Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for
the Class C Certificates.
 
Designation
 
Pass-Through
Rate
 
Initial
Certificate
Balance
 
Latest
Possible
Maturity
Date
(1)
 
Class
C
   
(2)
 
$
16,085,460.00
   
August
2036
 
________________
(1)
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month immediately following the maturity
date for
the Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for the Class C
Certificates.
(2)
The
Class C Certificates will receive 100% of amounts received in respect
of
the Class C Interest.


 
REMIC
VI
 
As
provided herein, the Trustee shall make an election to treat the Class P
Interest as a REMIC for federal income tax purposes, and such segregated pool
of
assets will be designated as “REMIC VI.” The Class R-VI Interest represents the
sole class of “residual interests” in REMIC VI for purposes of the REMIC
Provisions.
 
The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the initial Certificate Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for
the Class P Certificates.
 
Designation
 
Pass-Through
Rate
 
Initial
Certificate
Balance
 
Latest
Possible
Maturity
Date
(1)
 
Class
P
   
(2)
)
$
100.00
   
August
2036
 
________________
(1)
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month immediately following the maturity
date for
the Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for the Class P
Certificates.
(2)
The
Class P Certificates will receive 100% of amounts received in respect
of
the Class P Interest.



 
REMIC
VII
 
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the SWAP IO Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC VII.”
The Class R-VII Interest represents the sole class of “residual interests” in
REMIC VII for purposes of the REMIC Provisions. The following table irrevocably
sets forth the designation, the Pass-Through Rate, the initial Certificate
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the latest possible maturity date for REMIC VII Regular
Interest SWAP IO, which will be uncertificated.
 
Designation
Pass-Through
Rate
Initial
Certificate
Balance
Latest
Possible
Maturity
Date
(1)
SWAP
IO
(2)
N/A
August
2036
________________
(1)
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month immediately following the maturity
date for
the Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for REMIC VII Regular Interest SWAP
IO.
(2)
REMIC
VII Regular Interest SWAP IO shall receive 100% of amounts received
in
respect of the Class IO Interest.



Set
forth
below are designations of Classes of Certificates to the categories used
herein:
 
Book-Entry
Certificates
Class
A Certificates and Subordinated
Certificates.
 
Group
I Certificates
Class
1A.
 
Group
II Certificates
Class
2A Certificates.
 
Group
III Certificates
Class
3A-1, Class 3A-2, Class 3A-3 and Class 3A-4
Certificates.
 
Subordinated
Certificates…
Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8 and, Class M-9
Certificates.
 
ERISA-Restricted
Certificates
Class
R, Class R-X, Class C and Class P; and the Certificates of any Class
that
cease to satisfy the rating requirements of the Underwriter’s
Exemption.
 
LIBOR
Certificates
All
Classes of Certificates other than the Private
Certificates.
 
Offered
Certificates
All
Classes of Certificates other than the Private
Certificates.
 
Definitive
Certificates
Class
R, Class R-X, Class P and Class C
Certificates.
 
Private
Certificates
Class
R, Class R-X, Class P and Class C
Certificates.
 
Rating
Agencies
Moody’s,
S&P and Fitch.
 
Regular
Certificates
All
Classes of Certificates other than the Class R and Class R-X
Certificates.
 
Residual
Certificates
Class
R and Class R-X Certificates.
 
References
to “
Class
A Certificates

are
references to Certificates of of any or all of the groups of similar
designations, as the context requires.
 
 


I  
 
ARTICLE
I
 
 
Definitions
 
Section
1.01  
Definitions.
 
Whenever
used in this Agreement or in the Preliminary Statement, the following words
and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all calculations in
respect of interest on the Class A Certificates and Subordinated Certificates
shall be made on the basis of the actual number of days elapsed and a 360-day
year and all calculations in respect of interest on the Class C Certificates,
Class IO Interest, REMIC I Regular Interests, REMIC II Regular Interests, REMIC
III Regular Interests and all other calculations of interest described herein
shall be made on the basis of a 360-day year consisting of twelve 30-day months.
The Class P Certificates and the Residual Certificates are not entitled to
distributions in respect of interest and, accordingly, will not accrue
interest.
 
60+
Day Delinquent Loan
:
As of
any day during any calendar month, each Mortgage Loan in foreclosure, all REO
Property, each Mortgage Loan for which the Mortgagor has filed for bankruptcy,
and each Mortgage Loan with respect to which any portion of a Scheduled Payment
is, as of the last day of the Remittance Period before the Remittance Period
ending in such calendar month, two months or more past due (without giving
effect to any grace period). For instance, in making a determination on the
Distribution Date in December (December 25) with respect to a Mortgage Loan
whose Scheduled Payment for October is delinquent (and that has no previous
Scheduled Payment that is delinquent), that Mortgage Loan would not be a 60+
Day
Delinquent Loan because as of the last day of the Remittance Period before
the
Remittance Period ending in December (which would be the Remittance Period
ending in November (on November 1)), the Scheduled Payment for October (due
October 1) would only be one month past due.
 
Accrued
Certificate Interest Distribution Amount
:
For any
Distribution Date and a Class of Certificates (other than the Class P, Class
R,
Class R-X and Class C Certificates), the amount of interest accrued during
the
related Interest Accrual Period at the applicable Pass-Through Rate for such
Class on the related Class Certificate Balance immediately before the
Distribution Date reduced by any Net Prepayment Interest Shortfalls and Relief
Act Interest Shortfalls for such Distribution Date allocated to such Class
pursuant to Section 4.04.
 
Addition
Notice:
With
respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant
to Section 2.07, a notice of the Depositor’s designation of the Subsequent
Mortgage Loans to be sold to the Trust Fund and the aggregate principal balance
of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date.
The
Addition Notice shall be given no later than three (3) Business Days prior
to
the related Subsequent Transfer Date and shall be substantially in the form
attached hereto as Exhibit P.
 
Adjusted
Mortgage Rate
:
As to
each Mortgage Loan and at any time, the per annum rate equal to (x) the Mortgage
Rate less (y) the Servicing Fee Rate.
 
Adjusted
Net Mortgage Rate
:
As to
each Mortgage Loan and at any time, the per annum rate equal to (x) the Mortgage
Rate less (y) the Expense Fee Rate.
 
Adjustment
Date
:
As to
any adjustable-rate Mortgage Loan, the first Due Date on which the related
Mortgage Rate adjusts as provided in the related Mortgage Note and each Due
Date
thereafter on which the Mortgage Rate adjusts as provided in the related
Mortgage Note.
 
Advance:
The
payment required to be made by the Servicer for any Distribution Date pursuant
to Section 4.01, the amount of that payment being equal to the aggregate of
payments of principal and interest (net of the 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 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.
 
Applied
Realized Loss Amount:
For
any
Distribution Date and a Class of Subordinated Certificates, the excess of the
aggregate Class Certificate Balance of the Class A and Subordinated Certificates
over the aggregate Stated Principal Balance of all of the Mortgage Loans as
of
the last day of the preceding Remittance Period allocated to such Class pursuant
to Section 4.04.
 
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,
 
are
the
sum
of:
 
(i)  all
scheduled installments of interest (net of the related Expense Fees) and
principal due on the Due Date on the Mortgage Loans in the related Remittance
Period and received by the related Determination Date, together with any related
Advances;
 
(ii)  all
Insurance Proceeds, including those received with respect to the Pool Policy
but
excluding Insurance Proceeds 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);
 
(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);
 
(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; and
 
(v)  with
respect to the Distribution Date immediately following the end of the Funding
Period, any amounts remaining in the Pre-Funding Accounts after giving effect
to
any purchase of Subsequent Mortgage Loans;
 
minus
 
(vi) 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 (vii) below);
 
(vii) amounts
reimbursable or payable to the Servicer, Depositor, NIMS Insurer or the Seller
for such Distribution Date pursuant to Section 6.03.
 
(viii) 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 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 INABS
2006-C.”
 
Certificate
Balance
:
For any
Certificate (other than a Class R, Class R-X or a Class C Certificate) at any
date, the maximum dollar amount of principal to which the Holder of the
Certificate is then entitled, such amount being equal to the Certificate’s
Denomination
plus
any
increases in the Certificate Balance of such Certificate pursuant to Section
4.04 due to the receipt of Subsequent Recoveries
minus
all
distributions of principal previously made with respect thereto and, in the
case
of any Subordinated Certificate, reduced by any Applied Realized Loss Amounts
applicable to any such Subordinated Certificates. With respect to the Class
C
Certificates as of any date of determination, an amount equal to the excess,
if
any, of (A) the then aggregate Uncertificated Balance of the REMIC III Regular
Interests over (B) the then aggregate Certificate Balance of the Class A
Certificates, Subordinated Certificates and Class P Certificates then
outstanding. The Class R and Class R-X Certificates have no Certificate
Balance.
 
Certificate
Group
:
Any of
the Group I Certificates, the Group II Certificates or the Group III
Certificates, as applicable.
 
Certificate
Owner
:
With
respect to a Book-Entry Certificate, the Person who is the beneficial owner
of
the Book-Entry Certificate. For purposes of this Agreement, in order for a
Certificate Owner to enforce any of its rights under this Agreement, it shall
first have to provide evidence of its beneficial ownership interest in a
Certificate that is reasonably satisfactory to the Trustee, the Supplemental
Interest Trust Trustee, the Depositor and/or the Servicer, as
applicable.
 
Certificate
Register
:
The
register maintained pursuant to Section 5.02.
 
Certificateholder
or Holder
:
The
person in whose name a Certificate is registered in the Certificate Register,
except that, solely for the purpose of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Seller, the Depositor
or its Affiliate shall not be eligible to vote or be considered Outstanding
and
the Percentage Interest evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests necessary
to
effect a consent has been obtained unless the Seller, the Depositor or its
Affiliates own 100% of the Percentage Interests evidenced by a Class of
Certificates, in which case the Certificates shall be Outstanding for purposes
of any provision of this Agreement requiring the consent of the Holders of
Certificates of a particular Class as a condition to the taking of any action.
The Trustee, the Supplemental Interest Trust Trustee and the NIM Insurer are
entitled to rely conclusively on a certification of the Depositor or any
Affiliate of the Depositor in determining which Certificates are registered
in
the name of an Affiliate of the Depositor.
 
Class:
All
Certificates bearing the same class designation, as specified in the Preliminary
Statement.
 
Class
A Certificates:
As
specified in the Preliminary Statement.
 
 
Class
A Principal Distribution Amount
:
For any
Distribution Date, the sum of the Group I Senior Principal Distribution Amount,
the Group II Senior Principal Distribution Anount and the Group III Senior
Principal Distribution Amount for that Distribution Date.
 
Class
Certificate Balance
:
For any
Class as of any date of determination, the aggregate of the Certificate Balances
of all Certificates of such Class as of that date.
 
Class
C Certificates
:
Any
one
of the Class C Certificates executed by the Trustee, and authenticated and
delivered by the Certificate Registrar, representing the right to distributions
as set forth herein and therein and evidencing a regular interest in REMIC
V.
 
Class
C Interest
:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class C Certificates, evidencing (i) a REMIC Regular Interest
in
REMIC IV and (ii) beneficial ownership of the Excess Reserve Fund
Account.
 
Class
C Distributable Amount
:
On any
Distribution Date, the amount that has accrued on the Class C Certificates
but
that has not been distributed on the Class C Certificates on prior Distribution
Dates.
 
Class
IO Distribution Amount
:
As
defined in Section 4.05 hereof. For purposes of clarity, the Class IO
Distribution Amount for any Distribution Date shall equal the amount payable
to
the Supplemental Interest Trust on such Distribution Date in excess of the
amount payable on the Class IO Interest on such Distribution Date, all as
further provided in Section 4.05 hereof.
 
Class
IO Interest
:
An
uncertificated interest in the Trust Fund held by the Trustee, evidencing a
REMIC Regular Interest in REMIC IV for purposes of the REMIC
Provisions.
 
Class
M Certificate
:
Any of
the Subordinated Certificates.
 
Class
M-1 Principal Distribution Amount
:
For any
Distribution Date, the
excess
of
 
(i)
the
sum
of
 
(A) the
aggregate Class Certificate Balance of the Class A Certificates (after taking
into account distribution of the Class A Principal Distribution Amount on such
Distribution Date)
and
 
(B) the
Class
Certificate Balance of the Class M-1 Certificates immediately before such
Distribution Date
over
 
(ii)
the
lesser
of
 
(A) 68.10%
of
the aggregate Stated Principal Balance of all of the Mortgage Loans as of the
last day of the related Remittance Period (after giving effect to Principal
Prepayments received in the Prepayment Period relating to such Distribution
Date)
and
 
(B) an
amount, not less than zero, equal to the aggregate Stated Principal Balance
of
all of the Mortgage Loans as of the last day of the related Remittance Period
(after giving effect to Principal Prepayments received in the Prepayment Period
relating to such Distribution Date)
minus
0.50% of
the sum of (a) the aggregate Cut-off Date Principal Balance of the Closing
Date
Mortgage Loans and (b) the Original Pre-Funded Amounts;
 
provided,
that if on any Distribution Date, the Class M-1 Certificates are the only Class
of Subordinated Certificates outstanding, the Class M-1 Principal Distribution
Amount shall equal the lesser of the Class Certificate Balance of such Class
immediately prior to such Distribution Date and the Principal Distribution
Amount for such Distribution Date.
 
Class
M-2 Principal Distribution Amount
:
For any
Distribution Date, the
excess
of
 
(i)
the
sum
of
 
(A) the
aggregate Class Certificate Balance of the Class A Certificates (after taking
into account distribution of the Class A Principal Distribution Amount on such
Distribution Date),
 
(B) the
Class
Certificate Balance of the Class M-1 Certificates (after taking into account
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date)
and
 
(C) the
Class
Certificate Balance of the Class M-2 Certificates immediately before such
Distribution Date
over
 
(ii)
the
lesser
of
 
(A) 74.80%
of
the aggregate Stated Principal Balance of all of the Mortgage Loans as of the
last day of the related Remittance Period (after giving effect to Principal
Prepayments received in the Prepayment Period relating to such Distribution
Date)
and
 
(B) an
amount, not less than zero, equal to the aggregate Stated Principal Balance
of
all of the Mortgage Loans as of the last day of the related Remittance Period
(after giving effect to Principal Prepayments received in the Prepayment Period
relating to such Distribution Date)
minus
0.50% of
the sum of (a) the aggregate Cut-off Date Principal Balance of the Closing
Date
Mortgage Loans and (b) the Original Pre-Funded Amounts;
 
provided,
that if on any Distribution Date, the Class M-2 Certificates are the only Class
of Subordinated Certificates outstanding, the Class M-2 Principal Distribution
Amount shall equal the lesser of the Class Certificate Balance of such Class
immediately prior to such Distribution Date and the Principal Distribution
Amount for such Distribution Date.
 
Class
M-3 Principal Distribution Amount
:
For any
Distribution Date, the
excess
of
 
(i)
the
sum
of
 
(A) the
aggregate Class Certificate Balance of the Class A Certificates (after taking
into account distribution of the Class A Principal Distribution Amount on such
Distribution Date),
 
(B) the
Class
Certificate Balance of the Class M-1 Certificates (after taking into account
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date),
 
(C) the
Class
Certificate Balance of the Class M-2 Certificates (after taking into account
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date)
and
 
(D) the
Class
Certificate Balance of the Class M-3 Certificates immediately before such
Distribution Date
over
 
(ii)
the
lesser
of
 
(A) 78.80%
of
the aggregate Stated Principal Balance of all of the Mortgage Loans as of the
last day of the related Remittance Period (after giving effect to Principal
Prepayments received in the Prepayment Period relating to such Distribution
Date)
and
 
(B) an
amount, not less than zero, equal to the aggregate Stated Principal Balance
of
all of the Mortgage Loans as of the last day of the related Remittance Period
(after giving effect to Principal Prepayments received in the Prepayment Period
relating to such Distribution Date)
minus
0.50% of
the sum of (a) the aggregate Cut-off Date Principal Balance of the Closing
Date
Mortgage Loans and (b) the Original Pre-Funded Amounts;
 
provided,
that if on any Distribution Date, the Class M-3 Certificates are the only Class
of Subordinated Certificates outstanding, the Class M-3 Principal Distribution
Amount shall equal the lesser of the Class Certificate Balance of such Class
immediately prior to such Distribution Date and the Principal Distribution
Amount for such Distribution Date.
 
Class
M-4 Principal Distribution Amount
:
For any
Distribution Date, the
excess
of
 
(i)
the
sum
of
 
(A) the
aggregate Class Certificate Balance of the Class A Certificates (after taking
into account distribution of the Class A Principal Distribution Amount on such
Distribution Date),
 
(B) the
Class
Certificate Balance of the Class M-1 Certificates (after taking into account
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date),
 
(C) the
Class
Certificate Balance of the Class M-2 Certificates (after taking into account
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date),
 
(D) the
Class
Certificate Balance of the Class M-3 Certificates (after taking into account
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date)
and
 
(E) the
Class
Certificate Balance of the Class M-4 Certificates immediately before such
Distribution Date
over
 
(ii)
the
lesser
of
 
(A) 82.40%
of
the aggregate Stated Principal Balance of all of the Mortgage Loans as of the
last day of the related Remittance Period (after giving effect to Principal
Prepayments received in the Prepayment Period relating to such Distribution
Date)
and
 
(B) an
amount, not less than zero, equal to the aggregate Stated Principal Balance
of
all of the Mortgage Loans as of the last day of the related Remittance Period
(after giving effect to Principal Prepayments received in the Prepayment Period
relating to such Distribution Date)
minus
0.50% of
the sum of (a) the aggregate Cut-off Date Principal Balance of the Closing
Date
Mortgage Loans and (b) the Original Pre-Funded Amounts;
 
provided,
that if on any Distribution Date, the Class M-4 Certificates are the only Class
of Subordinated Certificates outstanding, the Class M-4 Principal Distribution
Amount shall equal the lesser of the Class Certificate Balance of such Class
immediately prior to such Distribution Date and the Principal Distribution
Amount for such Distribution Date.
 
Class
M-5 Principal Distribution Amount
:
For any
Distribution Date, the
excess
of
 
(i)
the
sum
of
 
(A) the
aggregate Class Certificate Balance of the Class A Certificates (after taking
into account distribution of the Class A Principal Distribution Amount on such
Distribution Date),
 
(B) the
Class
Certificate Balance of the Class M-1 Certificates (after taking into account
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date),
 
(C) the
Class
Certificate Balance of the Class M-2 Certificates (after taking into account
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date),
 
(D) the
Class
Certificate Balance of the Class M-3 Certificates (after taking into account
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date),
 
(E) the
Class
Certificate Balance of the Class M-4 Certificates (after taking into account
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date)
and
 
(F) the
Class
Certificate Balance of the Class M-5 Certificates immediately before such
Distribution Date
over
 
(ii)
the
lesser
of
 
(A) 85.90%
of
the aggregate Stated Principal Balance of all of the Mortgage Loans as of the
last day of the related Remittance Period (after giving effect to Principal
Prepayments received in the Prepayment Period relating to such Distribution
Date)
and
 
(B) an
amount, not less than zero, equal to the aggregate Stated Principal Balance
of
all of the Mortgage Loans as of the last day of the related Remittance Period
(after giving effect to Principal Prepayments received in the Prepayment Period
relating to such Distribution Date)
minus
0.50% of
the sum of (a) the aggregate Cut-off Date Principal Balance of the Closing
Date
Mortgage Loans and (b) the Original Pre-Funded Amounts;
 
provided,
that if on any Distribution Date, the Class M-5 Certificates are the only Class
of Subordinated Certificates outstanding, the Class M-5 Principal Distribution
Amount shall equal the lesser of the Class Certificate Balance of such Class
immediately prior to such Distribution Date and the Principal Distribution
Amount for such Distribution Date.
 
Class
M-6 Principal Distribution Amount
:
For any
Distribution Date, the
excess
of
 
(i)
the
sum
of
 
(A) the
aggregate Class Certificate Balance of the Class A Certificates (after taking
into account distribution of the Class A Principal Distribution Amount on such
Distribution Date),
 
(B) the
Class
Certificate Balance of the Class M-1 Certificates (after taking into account
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date),
 
(C) the
Class
Certificate Balance of the Class M-2 Certificates (after taking into account
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date),
 
(D) the
Class
Certificate Balance of the Class M-3 Certificates (after taking into account
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date),
 
(E) the
Class
Certificate Balance of the Class M-4 Certificates (after taking into account
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date),
 
(F) the
Class
Certificate Balance of the Class M-5 Certificates (after taking into account
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date)
and
 
(G) the
Class
Certificate Balance of the Class M-6 Certificates immediately before such
Distribution Date
over
 
(ii)
the
lesser
of
 
(A) 89.10%
of
the aggregate Stated Principal Balance of all of the Mortgage Loans as of the
last day of the related Remittance Period (after giving effect to Principal
Prepayments received in the Prepayment Period relating to such Distribution
Date)
and
 
(B) an
amount, not less than zero, equal to the aggregate Stated Principal Balance
of
all of the Mortgage Loans as of the last day of the related Remittance Period
(after giving effect to Principal Prepayments received in the Prepayment Period
relating to such Distribution Date)
minus
0.50% of
the sum of (a) the aggregate Cut-off Date Principal Balance of the Closing
Date
Mortgage Loans and (b) the Original Pre-Funded Amounts;
 
provided,
that if on any Distribution Date, the Class M-6 Certificates are the only Class
of Subordinated Certificates outstanding, the Class M-6 Principal Distribution
Amount shall equal the lesser of the Class Certificate Balance of such Class
immediately prior to such Distribution Date and the Principal Distribution
Amount for such Distribution Date.
 
Class
M-7 Principal Distribution Amount
:
For any
Distribution Date, the
excess
of
 
(i)
the
sum
of
 
(A) the
aggregate Class Certificate Balance of the Class A Certificates (after taking
into account distribution of the Class A Principal Distribution Amount on such
Distribution Date),
 
(B) the
Class
Certificate Balance of the Class M-1 Certificates (after taking into account
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date),
 
(C) the
Class
Certificate Balance of the Class M-2 Certificates (after taking into account
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date),
 
(D) the
Class
Certificate Balance of the Class M-3 Certificates (after taking into account
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date),
 
(E) the
Class
Certificate Balance of the Class M-4 Certificates (after taking into account
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date),
 
(F) the
Class
Certificate Balance of the Class M-5 Certificates (after taking into account
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date),
 
(G) the
Class
Certificate Balance of the Class M-6 Certificates (after taking into account
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date)
and
 
(H) the
Class
Certificate Balance of the Class M-7 Certificates immediately before such
Distribution Date
over
 
(ii)
the
lesser
of
 
(A) 92.20%
of
the aggregate Stated Principal Balance of all of the Mortgage Loans as of the
last day of the related Remittance Period (after giving effect to Principal
Prepayments received in the Prepayment Period relating to such Distribution
Date)
and
 
(B) an
amount, not less than zero, equal to the aggregate Stated Principal Balance
of
all of the Mortgage Loans as of the last day of the related Remittance Period
(after giving effect to Principal Prepayments received in the Prepayment Period
relating to such Distribution Date)
minus
0.50% of
the sum of (a) the aggregate Cut-off Date Principal Balance of the Closing
Date
Mortgage Loans and (b) the Original Pre-Funded Amounts;
 
provided,
that if on any Distribution Date, the Class M-7 Certificates are the only Class
of Subordinated Certificates outstanding, the Class M-7 Principal Distribution
Amount shall equal the lesser of the Class Certificate Balance of such Class
immediately prior to such Distribution Date and the Principal Distribution
Amount for such Distribution Date.
 
Class
M-8 Principal Distribution Amount
:
For any
Distribution Date, the
excess
of
 
(i)
the
sum
of
 
(A) the
aggregate Class Certificate Balance of the Class A Certificates (after taking
into account distribution of the Class A Principal Distribution Amount on such
Distribution Date),
 
(B) the
Class
Certificate Balance of the Class M-1 Certificates (after taking into account
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date),
 
(C) the
Class
Certificate Balance of the Class M-2 Certificates (after taking into account
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date),
 
(D) the
Class
Certificate Balance of the Class M-3 Certificates (after taking into account
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date),
 
(E) the
Class
Certificate Balance of the Class M-4 Certificates (after taking into account
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date),
 
(F) the
Class
Certificate Balance of the Class M-5 Certificates (after taking into account
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date),
 
(G) the
Class
Certificate Balance of the Class M-6 Certificates (after taking into account
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date),
 
(H) the
Class
Certificate Balance of the Class M-7 Certificates (after taking into account
distribution of the Class M-7 Principal Distribution Amount on such Distribution
Date)
and
 
(I) the
Class
Certificate Balance of the Class M-8 Certificates immediately before such
Distribution Date
over
 
(ii)
the
lesser
of
 
(A) 94.50%
of
the aggregate Stated Principal Balance of all of the Mortgage Loans as of the
last day of the related Remittance Period (after giving effect to Principal
Prepayments received in the Prepayment Period relating to such Distribution
Date)
and
 
(B) an
amount, not less than zero, equal to the aggregate Stated Principal Balance
of
all of the Mortgage Loans as of the last day of the related Remittance Period
(after giving effect to Principal Prepayments received in the Prepayment Period
relating to such Distribution Date)
minus
0.50% of
the sum of (a) the aggregate Cut-off Date Principal Balance of the Closing
Date
Mortgage Loans and (b) the Original Pre-Funded Amounts;
 
provided,
that if on any Distribution Date, the Class M-8 Certificates are the only Class
of Subordinated Certificates outstanding, the Class M-8 Principal Distribution
Amount shall equal the lesser of the Class Certificate Balance of such Class
immediately prior to such Distribution Date and the Principal Distribution
Amount for such Distribution Date.
 
Class
M-9 Principal Distribution Amount
:
For any
Distribution Date, the
excess
of
 
(i)
the
sum
of
 
(A) the
aggregate Class Certificate Balance of the Class A Certificates (after taking
into account distribution of the Class A Principal Distribution Amount on such
Distribution Date),
 
(B) the
Class
Certificate Balance of the Class M-1 Certificates (after taking into account
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date),
 
(C) the
Class
Certificate Balance of the Class M-2 Certificates (after taking into account
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date),
 
(D) the
Class
Certificate Balance of the Class M-3 Certificates (after taking into account
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date),
 
(E) the
Class
Certificate Balance of the Class M-4 Certificates (after taking into account
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date),
 
(F) the
Class
Certificate Balance of the Class M-5 Certificates (after taking into account
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date),
 
(G) the
Class
Certificate Balance of the Class M-6 Certificates (after taking into account
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date),
 
(H) the
Class
Certificate Balance of the Class M-7 Certificates (after taking into account
distribution of the Class M-7 Principal Distribution Amount on such Distribution
Date),
 
(I) the
Class
Certificate Balance of the Class M-8 Certificates (after taking into account
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date)
and
 
(J) the
Class
Certificate Balance of the Class M-9 Certificates immediately before such
Distribution Date
over
 
(ii)
the
lesser
of
 
(A) 95.80%
of
the aggregate Stated Principal Balance of all of the Mortgage Loans as of the
last day of the related Remittance Period (after giving effect to Principal
Prepayments received in the Prepayment Period relating to such Distribution
Date)
and
 
(B) an
amount, not less than zero, equal to the aggregate Stated Principal Balance
of
all of the Mortgage Loans as of the last day of the related Remittance Period
(after giving effect to Principal Prepayments received in the Prepayment Period
relating to such Distribution Date)
minus
0.50% of
the sum of (a) the aggregate Cut-off Date Principal Balance of the Closing
Date
Mortgage Loans and (b) the Original Pre-Funded Amounts;
 
provided,
that if on any Distribution Date, the Class M-9 Certificates are the only Class
of Subordinated Certificates outstanding, the Class M-9 Principal Distribution
Amount shall equal the lesser of the Class Certificate Balance of such Class
immediately prior to such Distribution Date and the Principal Distribution
Amount for such Distribution Date.
 
Class
P Certificate
:
Any one
of the Class P Certificates executed by the Trustee, and authenticated and
delivered by the Certificate Registrar, representing the right to distributions
as set forth herein and therein and evidencing a regular interest in REMIC
VI.
 
Class
P Interest
:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class P Certificates, evidencing a Regular Interest in REMIC
IV
for purposes of the REMIC Provisions.
 
Class
R Certificate
:
A
certificate representing the beneficial ownership of the Class R-I Interest,
Class R-II Interest, Class R-III Interest and Class R-IV Interest.
 
Class
R-I Interest:

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

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

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

The
uncertificated residual interest in REMIC IV.
 
Class
R-V Interest
:
The
uncertificated Residual Interest in REMIC V.
 
Class
R-VI Interest
:
The
uncertificated Residual Interest in REMIC VI.
 
Class
R-VII Interest
:
The
uncertificated Residual Interest in REMIC VII.
 
Class
R-X Certificate
:
The
Class R-X Certificate executed by the Trustee, and authenticated and delivered
by the Certificate Registrar, evidencing the ownership of the Class R-V
Interest, the Class R-VI Interest and the Class R-VII Interest.
 
 
Closing
Date
:
June
15, 2006.
 
Closing
Date Mortgage Loan:
Each
Mortgage Loan sold and assigned by the Seller to the Trust Fund on the Closing
Date.
 
Code:
The
United States Internal Revenue Code of 1986, including any successor or
amendatory provisions.
 
Collateral
Value
:
For any
Mortgage Loan, the Collateral Value of the related Mortgaged Property shall
be,
other than for Refinance Loans, the
lesser
of

(i) the
appraised value determined in an appraisal obtained by the originator at
origination of the Mortgage Loan
and
(ii) the
sales price for the related Mortgaged Property. In the case of a Refinance
Loan,
the Collateral Value of the related Mortgaged Property is its appraised value
determined in an appraisal obtained at the time of refinancing.
 
Collection
Account
:
The
separate Eligible Account or Accounts created and maintained by the Servicer
pursuant to Section 3.06(c) with a depository institution in the name of the
Servicer for the benefit of the Trustee on behalf of the Certificateholders
and
designated “IndyMac Bank, F.S.B., in trust for the registered holders of Home
Equity Mortgage Loan Asset-Backed Certificates, Series INABS
2006-C.”
 
Commission.
The
United States Securities and Exchange Commission.
 
Compensating
Interest
:
For any
Distribution Date and Loan Group, the
lesser
of

(i) any
Prepayment Interest Shortfalls with respect to such Distribution Date and the
Mortgage Loans included in such Loan Group
and
(ii)
0.125% multiplied by one-twelfth multiplied by the aggregate Stated Principal
Balance of the Mortgage Loans included in such Loan Group, as of the related
Remittance Period.
 
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 IN06S3
(INDYMAC MBS, Inc., Home Equity Mortgage Loan Asset-Backed Trust, Series INABS
2006-C), facsimile no. (714) 247-6285 and which is the address to which notices
to and correspondence with the Trustee or the Supplemental Interest Trust
Trustee should be directed.
 
Corresponding
Certificate:
With
respect to each REMIC III Regular Interest, as follows:
 
REMIC
III Regular Interest
Class
REMIC
III Regular Interest LT1A
1A
REMIC
III Regular Interest LT2A
2A
REMIC
III Regular Interest LT3A1
3A-1
REMIC
III Regular Interest LT3A2
3A-2
REMIC
III Regular Interest LT3A3
3A-3
REMIC
III Regular Interest LT3A4
3A-4
REMIC
III Regular Interest LTM1
M-1
REMIC
III Regular Interest LTM2
M-2
REMIC
III Regular Interest LTM3
M-3
REMIC
III Regular Interest LTM4
M-4
REMIC
III Regular Interest LTM5
M-5
REMIC
III Regular Interest LTM6
M-6
REMIC
III Regular Interest LTM7
M-7
REMIC
III Regular Interest LTM8
M-8
REMIC
III Regular Interest LTM9
M-9
REMIC
III Regular Interest LTP
P
 
Credit
Enhancement Percentage
:
For any
Distribution Date and any Class of Class A or Subordinated Certificates, the
percentage obtained by dividing (x) the
sum
of

(i) the
aggregate Class Certificate Balances of all Classes of Certificates subordinated
to such Class and (ii) the Overcollateralization Amount (in each case taking
into account the distributions of the Principal Distribution Amount for that
Distribution Date) by (y) the sum of the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Remittance Period
(after
giving effect to the principal prepayements received in the Prepayment Period
related to that Distribution Date).
 
Cumulative
Net Loss Trigger Event
:
With
respect to any Distribution Date on or after the Stepdown Date, if the
percentage obtained by dividing (x) the aggregate amount of Realized Losses
incurred from the Cut-off Date through the last day of the related Remittance
Period (reduced by the aggregate amount of Subsequent Recoveries received
through the last day of that Remittance Period) by (y) the aggregate Cut-off
Date Principal Balance exceeds (a) 1.45% for the first month, plus an additional
1/12
th
of 1.75%
for each month thereafter, from July 2008 through June 2009; (b) 3.20% for
the
first month, plus an additional 1/12
th
of 1.85%
for each month thereafter, from July 2009 through June 2010; (c) 5.05% for
the
first month, plus an additional 1/12
th
of 1.45%
for each month thereafter, from July 2010 through June 2011; (d) 6.50% for
the
first month, plus an additional 1/12
th
of .80%
for each month thereafter, from July 2011 to June 2012; and (e) 7.30%, from
July
2012 and each month thereafter.
 
Cut-off
Date
:
As to
any Mortgage Loan, the later of June 1, 2006 and the origination date of that
Mortgage Loan.
 
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 Swap Agreement.
 
Deficient
Valuation
:
For any
Mortgage Loan, a valuation by a court of competent jurisdiction of the related
Mortgaged Property in an amount less than the then outstanding indebtedness
under such Mortgage Loan, or any reduction in the amount of principal to be
paid
in connection with any Scheduled Payment, that results in a permanent
forgiveness of principal, which valuation or reduction results from an order
of
the court that is final and non-appealable in a proceeding under the Bankruptcy
Code.
 
Definitive
Certificates
:
As
specified in the Preliminary Statement..
 
Delayed
Delivery Certification
:
A
certification substantially in the form of Exhibit G-2.
 
Delayed
Delivery Mortgage Loans
:
The
Closing Date Mortgage Loans identified on the Mortgage Loan Schedule, for which
neither a related Mortgage File nor the Mortgage Note (or lost note affidavit
for a lost Mortgage Note) has been delivered to the Trustee by the Closing
Date.
The Depositor shall deliver the Mortgage Files to the Trustee:
 
(A) for
at
least 70% of the Closing Date Mortgage Loans in each Loan Group, not later
than
the Closing Date; and
 
(B) for
the
remaining 30% of the Closing Date Mortgage Loans in each Loan Group, not later
than five (5) Business Days following the Closing Date.
 
To
the
extent that the Seller is in possession of any Mortgage File for any Delayed
Delivery Mortgage Loan, until delivery of the Mortgage File to the Trustee
as
provided in Section 2.01, the Seller shall hold the files as Servicer, as agent
and in trust for the Trustee.
 
Delayed
Delivery Subsequent Mortgage Loans
:
The
Subsequent Mortgage Loans
identified
on the Mortgage Loan Schedule, for which neither a related Mortgage File nor
the
Mortgage
Note (or lost note affidavit for a lost Mortgage Note) has been delivered to
the
Trustee
by the Subsequent Transfer 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
MBS, Inc., a Delaware corporation, or its successor in interest.
 
Depository:
The
initial Depository shall be The Depository Trust Company, the nominee of which
is Cede & Co., as the registered Holder of the Book-Entry Certificates. The
Depository shall at all times be a “clearing corporation” as defined in Section
8-102(a)(5) of the 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 15
th
day of
each month or, if that day is not a Business Day, the next Business Day, except
that if the next Business Day is less than two (2) Business Days before the
related Distribution Date, then the Determination Date shall be the Business
Day
preceding the 15
th
day of
the month.
 
Distribution
Account
:
The
separate Eligible Account created and maintained by the Trustee pursuant to
Section 3.06(f) in the name of the Trustee for the benefit of the
Certificateholders and designated “Deutsche Bank National Trust Company in trust
for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed
Certificates, Series INABS 2006-C.” Funds in the Distribution Account shall be
held in trust for the Certificateholders for the uses and purposes set forth
in
this Agreement.
 
Distribution
Account Deposit Date
:
As to
any Distribution Date, 12:30 p.m. (Pacific time) on the Business Day preceding
the Distribution Date.
 
Distribution
Date
:
The
25
th
day of
each calendar month after the initial issuance of the Certificates, or if that
day is not a Business Day, the next Business Day, commencing in April
2006.
 
Due
Date
:
For any
Mortgage Loan and Distribution Date, the first day of the month in which the
Distribution Date occurs.
 
Eligible
Account
:
Any
of
 
(i) an
account maintained with a federal or state chartered depository institution
or
trust company, the short-term unsecured debt obligations of which (or, in the
case of a depository institution or trust company that is the principal
subsidiary of a holding company, the debt obligations of the holding company,
but only if Moody’s is not a Rating Agency) have the highest short-term ratings
of each Rating Agency at the time any amounts are held on deposit therein,
or
 
(ii) [reserved],
or
 
(iii) a
trust
account or accounts maintained with the trust department of a federal or state
chartered depository institution or trust company, acting in its fiduciary
capacity, or
 
(iv) any
other
account acceptable to each Rating Agency without reduction or withdrawal of
their then current ratings of the Certificates or any NIM Insurer-guaranteed
NIM
Notes, as evidenced by a letter from each Rating Agency to the Trustee and
the
NIM Insurer.
 
Eligible
Accounts may bear interest, and may include, if otherwise qualified under this
definition, accounts maintained with the Trustee.
 
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
 
ERISA-Qualifying
Underwriting
:
A best
efforts or firm commitment underwriting or private placement that meets the
requirements of an Underwriter’s Exemption.
 
ERISA-Restricted
Certificate
:
As
specified in the Preliminary Statement.
 
Escrow
Account
:
The
Eligible Account or Accounts established and maintained pursuant to Section
3.07(a).
 
Event
of Default
:
As
defined in Section 7.01.
 
Excess
Overcollateralization Amount
:
For any
Distribution Date, the
excess,
if any, of

(a) the
Overcollateralization Amount on such Distribution Date
over
(b) the
Overcollateralization Target Amount for such Distribution Date.
 
Excess
Proceeds
:
For any
Liquidated Mortgage Loan, the
excess
of
 
(a) all
Liquidation Proceeds from the Mortgage Loan received in the calendar month
in
which the Mortgage Loan became a Liquidated Mortgage Loan, net of any amounts
previously reimbursed to the Servicer as Nonrecoverable Advances with respect
to
the Mortgage Loan pursuant to Section 3.09(a)(ii),
over
 
(b) the
sum
of

(i) the
unpaid principal balance of the Liquidated Mortgage Loan as of the Due Date
in
the month in which the Mortgage Loan became a Liquidated Mortgage Loan
plus
(ii)
accrued interest at the Mortgage Rate from the Due Date for which interest
was
last paid or advanced (and not reimbursed) to Certificateholders up to the
Due
Date applicable to the Distribution Date following the calendar month during
which the liquidation occurred.
 
Excess
Reserve Fund Account
:
The
separate Eligible Account created and maintained by the Trustee pursuant to
Section 3.06(d) in the name of the Trustee for the benefit of the
Certificateholders and designated “Deutsche Bank National Trust Company in trust
for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
Series INABS 2006-C.” Funds in the Excess Reserve Fund Account shall be held in
trust for the Certificateholders for the uses and purposes set forth in this
Agreement. The Excess Reserve Fund Account will not be an asset of any
REMIC.
 
Exchange
Act
:
The
Securities Exchange Act of 1934, as amended.
 
Expense
Adjusted Net 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
Adjusted Net Maximum Mortgage Rate
:
For any
Distribution Date and a Mortgage Loan, the per annum rate equal to the Maximum
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.
 
Extra
Principal Distribution Amount
:
As of
any Distribution Date, the sum of (i) the
lesser
of

(x) the
Total Monthly Excess Spread for such Distribution Date and (y) the
Overcollateralization Deficiency for such Distribution Date and (ii) the amount
received from the Supplemental Interest Trust pursuant to Section
4.05(c)(3).
 
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
 
FHLMC:
The
Federal Home Loan Mortgage Corporation, a corporate instrumentality of the
United States created and existing under Title III of the Emergency Home Finance
Act of 1970, as amended, or any successor thereto.
 
Fitch:
Fitch,
Inc., or any successor thereto. If Fitch is designated as a Rating Agency in
the
Preliminary Statement, for purposes of Section 10.05(b) the address for notices
to Fitch shall be Fitch, Inc., One State Street Plaza, New York, New York 10004,
Attention: MBS Monitoring – IndyMac INABS 2006-C, or any other address Fitch
furnishes to the Depositor and the Servicer.
 
FNMA:
The
Federal National Mortgage Association, a federally chartered and privately
owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
 
Funding
Period:
The
period beginning on the Closing Date and ending on the earlier to occur of
(i)
the date upon which the amounts on deposit in the Pre-Funding Accounts have
been
reduced to zero or (ii) June 30, 2006.
 
Group
I Allocation Percentage
: For
any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is aggregate Stated Principal Balance of the Group I Mortgage Loans on
such Distribution Date plus any amounts on deposit in the Group I Pre-Funding
Account as of the close of business on such Distribution Date and the
denominator of which is the sum of the aggregate Stated Principal Balance of
the
Group I Mortgage Loans, the Group II Mortgage Loans and the Group III Mortgage
Loans on such Distribution Date plus any amounts on deposit in the Pre-Funding
Accounts at of the close of business on such Distribution Date.
 
Group
I Certificates
:
As
specified in the Preliminary Statement.
 
Group
I Interest Remittance Amount:

For any
Distribution Date, the portion of clauses (i) through (iv) of Available Funds
with respect to Loan Group I that is attributable to interest minus the sum
of
the amounts included in clause (vi) (to the extent related to interest on the
Group I Mortgage Loans) of Available Funds and (y) the Group I Allocation
Percentage of the sum of the amounts included in clauses (vii) and (viii) of
Available Funds.
 
Group
I Maximum Cap
:
For a
Class of Group I Certificates and any Distribution Date, the per annum rate
(subject to adjustment based on the actual number of days elapsed in the related
Interest Accrual Period) equal to (i) the sum of (x) the weighted average of
the
Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans and
(y) the Group I Allocation Percentage of any Net Swap Payment made by the Swap
Provider, if any, multiplied by 12 over (ii) the aggregate Stated Principal
Balance of the Mortgage Loans on the first day of the related Remittance Period
(after giving effect to principal prepayments received in the Prepayment Period
that ends during such Remittance Period).
 
Group
I Mortgage Loan
:
Each
Mortgage Loan identified in the Mortgage Loan Schedule as a “Group I Mortgage
Loan”, each such Mortgage Loan having an original principal that conforms to
Freddie Mac requirements.
 
Group
I Net WAC Cap
:
For any
Distribution Date and a Class of Group I Certificates, the per annum rate
(subject to adjustment based on the actual number of days elapsed in the related
Interest Accrual Period) equal to  (x) the weighted average of the
Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans for such
Distribution Date (weighted based on the aggregate Stated Principal Balance
of
the Group I 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,

and the
amount in the Group I Pre-Funding Account) minus (y) a fraction, expressed
as a
percentage, (i) the numerator of which is equal to the product of twelve
multiplied by the Group I Allocation Percentage of any Net Swap Payment or
Group
I Allocation Percentage of any 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 an event of default or certain termination
events with respect to the Swap Provider) made to the Swap Provider, if any,
and
(ii) the denominator of which is equal to the aggregate Stated Principal Balance
of the Group I 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, plus any amounts on deposit in the Group I Pre-Funding
Account.
For
federal income tax purposes, the equivalent of the foregoing shall be expressed
as
a
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 REMIC III Remittance Rate on REMIC III Regular Interest
LT1GRP, weighted on the basis of the Uncertificated Balance of such REMIC III
Regular Interest.
 
Group
I Pre-Funding Account:
The
account established and maintained pursuant to Section 3.22.
 
Group
I Principal Distribution Amount
:
For any
Distribution Date, the
product
of
:
 
(x) the
Principal Distribution Amount for such Distribution Date
and
 
(y) a
fraction, the numerator of which is the Principal Remittance Amount for Loan
Group I for that Distribution Date and the denominator of which is the Principal
Remittance Amount for all Loan Groups for such Distribution Date;
 
plus,
in
the
case of the Distribution Date immediately following the end of the Funding
Period, any amounts remaining in the Group I Pre-Funding Account and not used
by
the Trustee to purchase Subsequent Mortgage Loans to be included in Loan Group
I.
 
Group
I Senior Principal Distribution Amount
:
For any
Distribution Date,
  any
amount equal to the
excess
of
 
(A) the
aggregate Class Certificate Balance of the Group I Certificates as of the day
immediately preceding such Distribution Date
over
 
(B) the
lesser of (x) the product of (i) 60.50% and (ii) the aggregate Stated Principal
Balances of all the Mortgage Loans in Loan Group I as of the last day of the
related Remittance Period (after giving effect to Principal Prepayments received
in the Prepayment Period related to that Distribution Date) and (y) an
amount, not less than zero, equal to the aggregate Stated Principal Balance
of
all the Mortgage Loans in Loan Group I as of the last day of the related
Remittance Period (after giving effect to Principal Prepayments received in
the
Prepayment Period related to that Distribution Date) plus any amounts on deposit
in the Group I Pre-Funding Account as of the close of business
minus
0.50% of
the sum of (a) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the Cut-off Date and (b) any amounts on deposit in the Group I
Pre-funding Account on the Closing Date.
 
Group
II Allocation Percentage
:
For any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate Stated Principal Balance of the Group II Mortgage Loans
on such Distribution Date plus any amounts on deposit in the Group II
Pre-Funding Account as of the close of business on such Distribution Date and
the denominator of which is the sum of the aggregate Stated Principal Balance
of
the Group I Mortgage Loans, the Group II Mortgage Loans and the Group III
Mortgage Loans on such Distribution Date plus any amounts on deposit in the
Pre-Funding Accounts at of the close of business on such Distribution
Date.
 
Group
II Certificates
:
As
specified in the Preliminary Statement.
 
Group
II Interest Remittance Amount:

For any
Distribution Date, the portion of clauses (i) through (iv) of Available Funds
with respect to Loan Group II that is attributable to interest minus the sum
of
the amounts included in clause (vi) (to the extent related to interest on the
Group II Mortgage Loans) of Available Funds and (y) the Group II Allocation
Percentage of the sum of the amounts included in clauses (vii) and (viii) of
Available Funds.
 
Group
II Maximum Cap
:
For a
Class of Group II Certificates and any Distribution Date, the per annum rate
(subject to adjustment based on the actual number of days elapsed in the related
Interest Accrual Period)
equal
to

(i) the
sum of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage
Rates of the Group II Mortgage Loans and (y) the Group II Allocation Percentage
of any Net Swap Payment made by the Swap Provider, if any, multiplied by 12
over
(ii) the
aggregate Stated Principal Balance of the Mortgage Loans on the first day of
the
related Remittance Period (after giving effect to principal prepayments received
in the Prepayment Period that ends during such Remittance Period).
 
Group
II Mortgage Loan
:
Each
Mortgage Loan identified on the Mortgage Loan Schedule as being a “Group II
Mortgage Loan”.
 
Group
II Net WAC Cap
:
For any
Distribution Date and a Class of Group II Certificates, the per annum rate
(subject to adjustment based on the actual number of days elapsed in the related
Interest Accrual Period) equal to (x) the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group II Mortgage Loans for such Distribution
Date (weighted based on the aggregate Stated Principal Balance of the Group
II
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,
and the amount in the Group II Pre-Funding Account) minus (y) a fraction,
expressed as a percentage, (i) the numerator of which is equal to the product
of
twelve multiplied by the Group II Allocation Percentage of any Net Swap Payment
or Group II Allocation Percentage of any 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 an event of default or certain termination
events with respect to the Swap Provider) made to the Swap Provider, if any,
and
(ii) the denominator of which is equal to the aggregate Stated Principal Balance
of the Group II 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, plus any amounts on deposit in the Group II Pre-Funding
Account.
For
federal income tax purposes, the equivalent of the foregoing shall be expressed
as a 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 REMIC III Remittance Rate on REMIC III Regular Interest LT2GRP, weighted
on
the basis of the Uncertificated Balance of such REMIC III Regular
Interest.
 
Group
II Pre-Funding Account:
The
account established and maintained pursuant to Section 3.22.
 
Group
II Principal Distribution Amount
:
For any
Distribution Date, the
product
of
:
 
(x) the
Principal Distribution Amount for such Distribution Date
and
 
(y) a
fraction, the numerator of which is the Principal Remittance Amount for Loan
Group II for that Distribution Date and the denominator of which is the
Principal Remittance Amount for both Loan Groups for such Distribution
Date;
 
plus,
in
the
case of the Distribution Date immediately following the end of the Funding
Period, any amounts remaining in the Group II Pre-Funding Account and not used
by the Trustee to purchase Subsequent Mortgage Loans to be included in Loan
Group II.
 
Group
II Senior Principal Distribution Amount
:
For any
Distribution Date, any amount equal to the
excess
of
 
(A) the
aggregate Class Certificate Balance of the Group II Certificates as of the
day
immediately preceding such Distribution Date
over
 
(B) the
lesser of (x) the product of (i) 60.50% and (ii) the aggregate Stated Principal
Balances of all the Mortgage Loans in Loan Group II as of the last day of the
related Remittance Period (after giving effect to principal prepayments received
in the Prepayment Period related to that Distribution Date) and (y) an
amount, not less than zero, equal to the aggregate Stated Principal Balance
of
all the Mortgage Loans in Loan Group II as of the last day of the related
Remittance Period (after giving effect to principal prepayments received in
the
Prepayment Period related to that distribution date) plus any amounts on deposit
in the Group II Pre-Funding Account as of the close of business on such
Distribution Date
minus
0.50% of
the sum of (a) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the Cut-off Date and (b) any amounts on deposit in the Group II
Pre-funding Account on the Closing Date.
 
Group
III Allocation Percentage
:
For any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is the aggregate Stated Principal Balance of the Group III Mortgage Loans
on such Distribution Date plus any amounts on deposit in the Group III
Pre-Funding Account as of the close of business on such Distribution Date and
the denominator of which is the sum of the aggregate Stated Principal Balance
of
the Group I Mortgage Loans, the Group II Mortgage Loans and the Group III
Mortgage Loans on such Distribution Date plus any amounts on deposit in the
Pre-Funding Accounts at of the close of business on such Distribution
Date.
 
Group
III Certificates
:
As
specified in the Preliminary Statement.
 
Group
III Interest Remittance Amount:

For any
Distribution Date, the portion of clauses (i) through (iv) of Available Funds
with respect to Loan Group III that is attributable to interest minus the sum
of
the amounts included in clause (vi) (to the extent related to interest on the
Group III Mortgage Loans) of Available Funds and (y) the Group III Allocation
Percentage of the sum of the amounts included in clauses (vii) and (viii) of
Available Funds.
 
Group
III Maximum Cap
:
For a
Class of Group III Certificates and any Distribution Date, the per annum rate
(subject to adjustment based on the actual number of days elapsed in the related
Interest Accrual Period)
equal
to

(i) the
sum of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage
Rates of the Group III Mortgage Loans and (y) the Group III Allocation
Percentage of any Net Swap Payment made by the Swap Provider, if any, multiplied
by 12
over
(ii) the
aggregate Stated Principal Balance of the Mortgage Loans on the first day of
the
related Remittance Period (after giving effect to principal prepayments received
in the Prepayment Period that ends during such Remittance Period).
 
Group
III Mortgage Loan
:
Each
Mortgage Loan identified on the Mortgage Loan Schedule as being a “Group III
Mortgage Loan”.
 
Group
III Net WAC Cap
:
For any
Distribution Date and a Class of Group III Certificates, the per annum rate
(subject to adjustment based on the actual number of days elapsed in the related
Interest Accrual Period) equal to (x) the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group III Mortgage Loans for such
Distribution Date (weighted based on the aggregate Stated Principal Balance
of
the Group III 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, and the amount in the Group III Pre-Funding Account) minus
(y) a fraction, expressed as a percentage, (i) the numerator of which is equal
to the product of twelve multiplied by the Group III Allocation Percentage
of
any Net Swap Payment or Group III Allocation Percentage of any 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 an event of default
or
certain termination events with respect to the Swap Provider) made to the Swap
Provider, if any, and (ii) the denominator of which is equal to the aggregate
Stated Principal Balance of the Group III 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, plus any amounts on deposit
in
the Group III Pre-Funding Account.
For
federal income tax purposes, the equivalent of the foregoing shall be expressed
as a 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 REMIC III Remittance Rate on REMIC III Regular Interest LT3GRP, weighted
on
the basis of the Uncertificated Balance of such REMIC III Regular
Interest.
 
Group
III Pre-Funding Account:
The
account established and maintained pursuant to Section 3.22.
 
Group
III Principal Distribution Amount
:
For any
Distribution Date, the
product
of
:
 
(x) the
Principal Distribution Amount for such Distribution Date
and
 
(y) a
fraction, the numerator of which is the Principal Remittance Amount for Loan
Group III for that Distribution Date and the denominator of which is the
Principal Remittance Amount for both Loan Groups for such Distribution
Date;
 
plus,
in
the
case of the Distribution Date immediately following the end of the Funding
Period, any amounts remaining in the Group III Pre-Funding Account and not
used
by the Trustee to purchase Subsequent Mortgage Loans to be included in Loan
Group III.
 
Group
III Senior Principal Distribution Amount
:
For any
Distribution Date, any amount equal to the
excess
of
 
(A) the
aggregate Class Certificate Balance of the Group III Certificates as of the
day
immediately preceding such Distribution Date
over
 
(B) the
lesser of (x) the product of (i) 60.50% and (ii) the aggregate Stated Principal
Balances of all the Mortgage Loans in Loan Group III as of the last day of
the
related Remittance Period (after giving effect to principal prepayments received
in the Prepayment Period related to that Distribution Date) and (y) an
amount, not less than zero, equal to the aggregate Stated Principal Balance
of
all the Mortgage Loans in Loan Group III as of the last day of the related
Remittance Period (after giving effect to principal prepayments received in
the
Prepayment Period related to that distribution date) plus any amounts on deposit
in the Group III Pre-Funding Account as of the close of business on such
Distribution Date
minus
0.50% of
the sum of (a) the aggregate Stated Principal Balance of the Group III Mortgage
Loans as of the Cut-off Date and (b) any amounts on deposit in the Group III
Pre-funding Account on the Closing Date.
 
Highest
Priority:
For
any
date of determination, the Class of Subordinated Certificates then outstanding
with a Certificate Principal Balance greater than zero, with the highest
priority for payments pursuant to Section 4.01.
 
Indenture:
The
indenture, or document of similar import, if any, pursuant to which any NIM
Notes are issued.
 
Index:
As to
each adjustable-rate Mortgage Loan, the index from time to time in effect for
the adjustment of the Mortgage Rate set forth as such on the related Mortgage
Note.
 
Indirect
Participant
:
A
broker, dealer, bank, or other financial institution or other Person that clears
through or maintains a custodial relationship with a Depository
Participant.
 
Initial
Group I Mortgage Loans:
The
Closing Date Mortgage Loans in Loan Group I. The aggregate principal balance
of
the Initial Group I Mortgage Loans as of the Cut-off Date is equal to
$177,058,104.74.
 
Initial
Group II Mortgage Loans:
The
Closing Date Mortgage Loans in Loan Group II. The aggregate principal balance
of
the Initial Group II Mortgage Loans as of the Cut-off Date is equal to
$178,118,651.07.
 
Initial
Group III Mortgage Loans:
The
Closing Date Mortgage Loans in Loan Group III. The aggregate principal balance
of the Initial Group III Mortgage Loans as of the Cut-off Date is equal to
$355,150,233.84.
 
Insurance
Policy
:
For any
Mortgage Loan included in the Trust Fund, any insurance policy, including all
its riders and endorsements in effect, including any replacement policy or
policies for any Insurance Policies.
 
Insurance
Proceeds
:
Proceeds paid by an insurer pursuant to any Insurance Policy, in each case
other
than any amount included in such Insurance Proceeds in respect of Insured
Expenses or released to the Mortgagor.
 
Insured
Expenses
:
Expenses covered by an Insurance Policy, including the Pool Policy, or any
other
insurance policy with respect to the Mortgage Loans.
 
Interest
Accrual Period
:
With
respect to the Class A Certificates and the Subordinated Certificates and each
Distribution Date, the period commencing on the preceding Distribution Date
(or
in the case of the first such 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 REMIC VII Regular Interest SWAP IO and each
Distribution Date, the calendar month prior to the month of such Distribution
Date.
 
Lender
PMI Loan
:
Any
Mortgage Loan with respect to which the related lender rather than the related
borrower acquired primary mortgage guaranty insurance and charged the related
borrower an interest premium.
 
LIBOR:
For any
Interest Accrual Period for the LIBOR Certificates, the rate determined by
the
Trustee on the related LIBOR Determination Date on the basis of the offered
rate
for one-month U.S. dollar deposits that appears on Telerate Page 3750 as of
11:00 a.m. (London time) on
that
date. If the

rate
does not appear on Telerate Page 3750, the rate for
that
date

will be
determined on the basis of the rates at which one-month U.S. dollar deposits
are
offered by the Reference Banks at approximately 11:00 a.m. (London time) on
that
date

to prime
banks in the London interbank market. In that case, the Trustee will request
the
principal London office of each of the Reference Banks to provide a quotation
of
its rate. If at least two quotations are so provided, the rate for that date
will be the arithmetic mean of the quotations (rounded upwards if necessary
to
the nearest whole multiple of 1/16%). If fewer than two quotations are provided
as requested, the rate for that date will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Servicer, at
approximately 11:00 a.m. (New York City time) on
that
date

for
one-month U.S. dollar loans to leading European banks.
 
LIBOR
Certificates
:
As
specified in the Preliminary Statement.
 
LIBOR
Determination Date
: For
any
Interest Accrual Period for the LIBOR Certificates, the second London Business
Day preceding the commencement of the Interest Accrual Period.
 
Liquidated
Mortgage Loan
:
For any
Distribution Date, a defaulted Mortgage Loan (including any REO Property) that
was liquidated in the calendar month preceding the month of the Distribution
Date and as to which the 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
Group
:
Any of
Loan Group I, Loan Group II or Loan Group III, as applicable.
 
Loan
Group I
:
The
pool of Mortgage Loans identified on the Mortgage Loan Schedule as Group I
Mortgage Loans.
 
Loan
Group II
:
The
pool of Mortgage Loans identified on the Mortgage Loan Schedule as Group II
Mortgage Loans.
 
Loan
Group III
:
The
pool of Mortgage Loans identified on the Mortgage Loan Schedule as Group III
Mortgage Loans.
 
Loan-to-Value
Ratio
:
For any
Mortgage Loan and as of any date of determination, the fraction whose numerator
is the principal balance of the related Mortgage Loan at
that
date

of
determination and whose denominator is the Collateral Value of the related
Mortgaged Property.
 
London
Business Day
: Any
day
on which dealings in deposits of United States dollars are transacted in the
London interbank market.
 
Lost
Mortgage Note
:
Any
Mortgage Note the original of which was permanently lost or destroyed and has
not been replaced.
 
Majority
in Interest
:
As to
any Class of Regular Certificates, the Holders of Certificates of such Class
evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced
by all Certificates of such Class.
 
Margin:
As to
each adjustable-rate Mortgage Loan, the percentage amount on the related
Mortgage Note added to the Index in calculating its Mortgage Rate.
 
Marker
Rate:
With
respect to the Class C Interest and any Distribution Date, a per annum rate
equal to two (2) times the weighted average of the REMIC III Remittance Rates
for each REMIC III Regular Interest (other than REMIC III Regular Interest
LTAA,
LT1SUB, LT1GRP, LT2SUB, LT2GRP, LT3SUB, LT3GRP, LTXX, LTIO and LTP) subject
to a
cap (for each such REMIC III Regular Interest other than REMIC III Regular
Interest LTZZ) equal to the REMIC III Remittance Rate for the REMIC III Regular
Interest the ownership of which is represented by the Corresponding Certificate
for the purpose of this calculation; with the rate on REMIC III Regular Interest
LTZZ subject to a cap of zero for the purpose of this calculation; provided,
however, that solely for this purpose, calculations of the REMIC III Remittance
Rate and the related caps with respect to each such REMIC III Regular Interest,
other than REMIC III Regular Interest LTZZ, shall be multiplied by a fraction,
the numerator of which is the actual number of days in the Interest Accrual
Period and the denominator of which is 30.
 
Maximum
LTZZ Uncertificated Interest Deferral Amount
:
With
respect to any Distribution Date, the
excess
of

(i)
accrued interest at the REMIC III Remittance Rate applicable to REMIC III
Regular Interest LTZZ for such Distribution Date on a balance equal to the
Uncertificated Balance of REMIC III Regular Interest LTZZ
minus
the
REMIC III Overcollateralization Amount, in each case for such Distribution
Date,
over
(ii)
Uncertificated Interest on REMIC III Regular Interest LT1A, REMIC III Regular
Interest LT2A, REMIC III Regular Interest LT3A1, REMIC III Regular Interest
LT3A2, REMIC III Regular Interest LT3A3, REMIC III Regular Interest LT3A4,
REMIC
III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular
Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest
LTM5,
REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III
Regular Interest LTM8 and REMIC III Regular Interest LTM9 for such Distribution
Date, with the rate on each such REMIC III Regular Interest subject to a cap
equal to the
lesser
of

(i)
LIBOR
plus
the
related Pass-Through Margin and (ii) the related Net WAC Cap; provided, however,
that solely for this purpose, calculations of the REMIC III Remittance Rate
and
the related caps with respect to REMIC III Regular Interest LT1A, REMIC III
Regular Interest LT2A, REMIC III Regular Interest LT3A1 REMIC III Regular
Interest LT3A2, REMIC III Regular Interest LT3A3, REMIC III Regular Interest
LT3A4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC
III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular
Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest
LTM7,
REMIC III Regular Interest LTM8 and REMIC III Regular Interest LTM9 shall be
multiplied by a fraction, the numerator of which is the actual number of days
in
the Interest Accrual Period and the denominator of which is 30.
 
Maximum
Cap
: Any
of
the Group I Maximum Cap, the Group II Maximum Cap, the Group III Maximum Cap
or
the Subordinated Maximum Cap, as the context requires.
 
 
Maximum
Mortgage Rate:

As to
each adjustable-rate Mortgage Loan, the percentage set forth in the related
Mortgage Note as the lifetime maximum mortgage rate to which such Mortgage
Rate
may be adjusted. As to each fixed-rate Mortgage Loan, the related Mortgage
Rate.
 
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
 
MERS
Mortgage Loan
:
Any
Mortgage Loan registered with MERS on the MERS® System.
 
MERS®
System
:
The
system of recording transfers of mortgages electronically that is maintained
by
MERS.
 
MIN:
The
mortgage identification number for any MERS Mortgage Loan.
 
MOM
Loan
:
Any
Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for
the
originator of such Mortgage Loan and its successors and assigns.
 
Monthly
Statement
:
The
statement prepared by the Trustee pursuant to Section 4.03.
 
Moody’s:
Moody’s
Investors Service, Inc., or its successors in interest. If Moody’s is designated
as a Rating Agency in the Preliminary Statement, for purposes of Section
10.05(b) the address for notices to Moody’s shall be Moody’s Investors Service,
Inc., 99 Church Street, New York, New York 10007, Attention: Residential Loan
Monitoring Group, or any other address that Moody’s furnishes to the Depositor
and the Servicer.
 
Mortgage:
The
mortgage, deed of trust, or other instrument creating a first lien or second
lien on an estate in fee simple or leasehold interest in real property securing
a Mortgage Note.
 
Mortgage
File
:
The
mortgage documents listed in Section 2.01 pertaining to a particular Mortgage
Loan and any additional documents delivered to the Trustee to be added to the
Mortgage File pursuant to this Agreement.
 
Mortgage
Loans
:
Such of
the Closing Date Mortgage Loans and Subsequent Mortgage Loans transferred and
assigned to the Trustee pursuant to this Agreement and each Subsequent Transfer
Agreement, as from time to time are held as a part of the Trust Fund (including
any REO Property), the Mortgage Loans so held being identified on the Mortgage
Loan Schedule, notwithstanding foreclosure or other acquisition of title of
the
related Mortgaged Property.
 
Mortgage
Loan Schedule
:
As of
any date, the list of Mortgage Loans in Schedule I (as supplemented by each
schedule of Subsequent Mortgage Loans) included in the Trust Fund on
such

date
.
The
Mortgage Loan Schedule shall be prepared by the Seller and shall contain the
following information with respect to each Mortgage Loan by Loan Group and
in
the aggregate:
 
(i)
 
the
loan number;
     
(ii)
 
the
Mortgagor’s name and the street address of the Mortgaged
Property,
including the zip code;
     
(iii)
 
the
maturity date;
     
(iv)
 
the
original principal balance;
     
(v)
 
the
Cut-off Date Principal Balance or Subsequent Cut-off Date Principal
Balance, as applicable;
     
(vi)
 
the
first payment date of the Mortgage Loan;
     
(vii)
 
the
Scheduled Payment in effect as of the applicable Cut-off
Date;
     
(viii)
 
the
Loan-to-Value Ratio at origination;
     
(ix)
 
a
code indicating whether the residential dwelling at the time of
origination was represented to be owner-occupied;
     
(x)
 
a
code indicating whether the residential dwelling is either (a) a
detached
single family dwelling, (b) a townhouse, (c) a dwelling in a PUD,
(d) a
condominium unit or (e) a two- to four-unit residential
property;
     
(xi)
 
the
Mortgage Rate in effect immediately following: (a) the applicable
date of
origination and (b) the applicable Cut-off Date
;
     
(xii)
 
the
purpose for the Mortgage Loan;
     
(xiii)
 
the
type of documentation program pursuant to which the Mortgage Loan
was
originated;
     
(xiv)
 
with
respect to the adjustable-rate Mortgage Loans:
     
   
(a) the
Maximum Mortgage Rate;
     
   
(b) the
Periodic Rate Cap;
     
   
(c) the
Adjustment Date;
     
   
(d) the
Margin; and
     
   
(e) the
Index;
     
(xv)
 
a
code indicating whether the Mortgage Loan is a Performance
Loan;
     
(xvi)
 
a
code indicating whether the Mortgage Loan is a borrower-paid mortgage
insurance loan;
     
(xvii)
 
a
code indicating if such Mortgage Loan is a Group I Mortgage Loan,
a Group
II Mortgage Loan or a Group III Mortgage Loan;
     
(xviii)
 
a
code indicating whether the Mortgage Loan is a Lender PMI
Loan;
     
(xix)
 
the
coverage amount of any mortgage insurance;
     
(xx)
 
with
respect to the Lender PMI Loans, the related interest
premium;
     
(xxi)
 
a
code indicating whether the Mortgage Loan is a Delayed Delivery Mortgage
Loan;
     
(xxii)
 
a
code indicating whether the Mortgage Loan is a MERS Mortgage Loan;
     
(xxiii)
 
a
code indicating the term, if any, of a Prepayment Charge;
and
     
(xxiv)
 
a
code indicating whether the Mortgage Loan is a first or second lien
Mortgage Loan.
 
The
schedule shall also state the total of the amounts described under (v) above
for
all of the Mortgage Loans in each Loan Group and in the aggregate.
 
Mortgage
Note
:
The
original executed note or other evidence of the indebtedness of a Mortgagor
under a Mortgage Loan
.
 
Mortgage
Rate
:
The
annual rate of interest borne by a Mortgage Note from time to time
minus
any
interest premium if the applicable Mortgage Note relates to a Lender PMI Loan,
if any.
 
Mortgaged
Property
:
The
underlying property securing a Mortgage Loan.
 
Mortgagor:
The
obligors on a Mortgage Note.
 
Net
Prepayment Interest Shortfall
:
For any
Distribution Date and a Loan Group, the
excess
of

the
Prepayment Interest Shortfalls for such Distribution Date and such Loan Group
over
the
sum
of

(i) the
Compensating Interest for such Loan Group and such Distribution Date and (ii)
the
excess
of

the
Compensating Interest for each other Loan Group
over
the
Prepayment Interest Shortfalls for such other Loan Group.
 
Net
Swap Payment
:
With
respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Swap Agreement by either the Swap Provider or the
Supplemental Interest Trust, which net payment shall not take into account
any
Swap Termination Payment.
 
Net
WAC Cap
:
Any of
the Group I Net WAC Cap, the Group II Net WAC Cap, the Group III Net WAC Cap
or
the Subordinated Net WAC Cap, as the context requires.
 
Net
WAC Cap Carry Forward Amount
:
For any
Class of Certificates and any Distribution Date, an amount equal to the
aggregate amount of Net WAC Shortfall for such Class on such Distribution Date
(to the extent not covered by payments from the Excess Reserve Fund Account
or
the Supplemental Interest Trust), plus any unpaid Net WAC Cap Carry Forward
Amount for such Class from prior Distribution Dates (and interest accrued
thereon at the then applicable Pass-Through Rate on that Class of Certificates,
without giving effect to the applicable Net WAC Cap).
 
 Net
WAC Shortfall
:
For any
Class of Certificates and any Distribution Date on which the Pass-Through Rate
for such Class is the related Net WAC Cap, an amount equal to excess of (x)
the
amount of interest such Class of Certificates would have accrued for such
Distribution Date had such Pass-Through Rate not been limited by the related
Net
WAC Cap
over
(y) the
amount of interest such Class of Certificates accrued for such Distribution
Date
at the related Net WAC Cap.
 
NIM
Insurer
:
Any
insurer guarantying at the request of the Seller certain payments under the
NIM
Notes.
 
NIM
Notes
:
Net
interest margin securities, if any, which are secured by the cash flow on the
Class C and/or Class P Certificates.
 
Nonrecoverable
Advance
:
Any
portion of an Advance previously made or proposed to be made by the 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 Interest and any Distribution Date, the aggregate
Uncertificated Balance of the REMIC III Regular Interests (other than REMIC
III
Regular Interest LTP) immediately prior to Distribution Date.
 
Offered
Certificates
:
As
specified in the Preliminary Statement.
 
Officer’s
Certificate
:
A
certificate (i) signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Managing Director, a Vice President (however
denominated), an Assistant Vice President, the Treasurer, the Secretary, or
one
of the Assistant Treasurers or Assistant Secretaries of the Depositor or the
Servicer, or (ii) if provided for in this Agreement, signed by a Servicing
Officer, as the case may be, and delivered to the Depositor and the Trustee
as
required by this Agreement.
 
Opinion
of Counsel