INDYMAC REPS OFFER CONSUMERS HOPE

1. Representations by Seller; Repurchase

Therefore the seller will be obligated to repurchase or substitute a similar mortgage loan for a mortgage Loan as to which there exists deficient documentation that materially and adversely affects the interests of the certificate holders in the Mortgage Loan or as to which there has been an uncured breach of any representation or Warranty relating to the characteristics of the Mortgage Loans that materially and adversely affects the interests of the certificate holders in that Mortgage Loan.

The seller will represent and warrant to the depositor in the pooling and servicing agreement that the Mortgage Loans were selected from among the outstanding one- to four-family mortgage loans in the seller's portfolio as to which the representations and warranties set forth in the pooling and servicing agreement can be made and that the selection was not made in a manner intended to affect the interests of the certificate holders adversely. See "Loan Program--Representations by Seller; Repurchases, etc." in the prospectus. Under the pooling and servicing agreement, the depositor will assign all its rights, title and interest in and to those representations, warranties and covenant including the seller's repurchase obligation) to the trustee for the benefit of the certificate holders. The depositor will make no representations or warranties with respect to the Mortgage Loans and will have no obligation repurchase or substitute Mortgage Loans with deficient documentation or that are otherwise defective.IndyMac Bank is selling the Mortgage Loans without recourse and will have noobligation with respect to thecertificates in its capacity as sellerother than the repurchase or substitutionobligations described above.

The obligations of IndyMac Bank, as servicer, with respect to the certificates are limited to the servicer's contractual servicing obligations under the pooling and servicing agreement.The depositor believes that the cut-off date information set forth in this Prospectus supplement regarding the Mortgage Loans is representative of the Characteristics of the Mortgage Loans to be delivered on the closing date.

Certain Mortgage Loans, however, may prepay or may be determined not to meet the eligibility requirements for inclusion in the final pool. A limited number of Mortgage Loans may be added to or substituted for the Mortgage Loans described in this prospectus supplement, although any addition or substitution will natal difference in the pool of Mortgage Loans.

As a result, the cut-off date information regarding the Mortgage Loans actually delivered on the closing date may vary from the cut-off date information regarding the Mortgage Loans presented in this prospectus supplement.

As of the Cut-off Date, the aggregate Stated Principal Balance of the Mortgage Loans CERTAIN MODIFICATIONS AND REFINANCINGS

The Servicer may modify any Mortgage Loan at the request of the related mortgagor, provided that the Servicer purchases the Mortgage Loan from the issuing entity immediately preceding the modification.

Any codification of mortgage Loan may not be made unless the modification includes a change in the interest rate on the related Mortgage Loan to approximately a prevailing market rate. The Servicer attempts to identify mortgagors who are likely to refinance their Mortgage Loans (and therefore cause a prepayment in full) and inform them of the availability of the option of modification in lieu of refinancing. Mortgagors who are informed of this option are more likely to request modification than mortgagors who are not so informed.

Any purchase of a mortgage Loan subject to a modification will be for a price equal to 100% of the Stated Principal Balance of that Mortgage Loan, plus accrued and unpaid interest on the Mortgage Loan up to the first day of the month in which the proceeds are to be distributed at the applicable adjusted net mortgage rate, net of any unreimbursed advances of principal and interest on the Mortgage Loan made by the Servicer. The Servicer will deposit the purchase price in the Certificate Account within one business day of the purchase of that MOTGAGE Loan and the purchase price will be treated by the Servicer as a prepayment in full of the related mortgage Loan.

The payoff through a repurchase and will be distributed by the trustee in accordance with the pooling and servicing agreement. Purchases of Mortgage Loans may occur when prevailing interest rates are below the interest rates on the Mortgage Loans and mortgagors request modifications as an alternative to refinancing.

The Servicer will indemnify the issuing entity against liability for any prohibited transactions taxes and any interest, additions or penalties imposed on any REMICS as a result of any modification or purchase.