Common use of Amortization Schedule Clause in Contracts

Amortization Schedule. In the event an Officer's Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and Servicing Agreement to which this Exhibit is annexed (the "Agreement"): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "Pay to the order of ________________, without recourse" and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "IndyMac Bank, F.S.B., formerly known as [previous name]". (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "IndyMac Bank, F.S.B., formerly known as [previous name]" (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1.

Amortization Schedule. In the event an Officer's Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and Servicing Agreement to which this Exhibit is annexed (the "Agreement"): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "Pay to the order of ________________, without recourse" and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "IndyMac Bank, F.S.B., formerly known as [previous name]". (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date Date. (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "IndyMac Bank, F.S.B., formerly known as [previous name]" (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1.

Amortization Schedule. In the event an Officer's ’s Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's ’s Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's ’s Warranties and Servicing Agreement to which this Exhibit is annexed (the "“Agreement"”): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "“Pay to the order of ________________, without recourse" ” and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"”. (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"” (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's ’s interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's ’s Warranties and Servicing Agreement, dated as of July September 1, 20032005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 20032005-1. Title of Account: IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2005-1. Account Number: _______________ Address of office or branch of the Company at which Account is maintained: _________________________________________ _________________________________________ _________________________________________ _________________________________________ INDYMAC BANK, F.S.B. Company By: ____________________________________________ Name:__________________________________________ Title: ___________________________________________ To: ____________________________ ____________________________ ____________________________ (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-1 (the “Agreement”), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as “IndyMac Bank, F.S.B., in trust for the Purchaser - Conventional Residential Fixed and Adjustable Rate Mortgage Loans - Group No. 2005-1.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By: ____________________________________________ Name:__________________________________________ Title: ___________________________________________ Date: ___________________________________________ The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number __________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). _________________________________________ Depository By: ____________________________________________ Name:__________________________________________ Title: ___________________________________________ Date: ___________________________________________ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 4.06 of the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-1. Title of Account: “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2005-1, and various Mortgagors.” Account Number: _______________ Address of office or branch of the Company at which Account is maintained: _________________________________________ _________________________________________ _________________________________________ _________________________________________ INDYMAC BANK, F.S.B. Company By: ____________________________________________ Name:__________________________________________ Title: ___________________________________________ To: ____________________________ ____________________________ ____________________________ (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-1 (the “Agreement”), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.07 of the Agreement, to be designated as “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2005-1, and various Mortgagors” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By: ____________________________________________ Name:__________________________________________ Title: ___________________________________________ Date: ___________________________________________ The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number ______, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). _________________________________________ Depository By: ____________________________________________ Name:__________________________________________ Title: ___________________________________________ Date: ___________________________________________ ASSIGNMENT AND ASSUMPTION, dated __________, between __________________________________, a ___________________ corporation having an office at __________________ (“Assignor”) and _________________________________, a __________________ corporation having an office at __________________ (“Assignee”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor, as purchaser, in, to and under that certain Seller’s Warranties and Servicing Agreement, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-1 (the “Seller’s Warranties and Servicing Agreement”), dated as of September 1, 2005, by and between L▇▇▇▇▇ Capital, A Division of L▇▇▇▇▇ Brothers Holdings Inc., (the “Purchaser”), and IndyMac Bank, F.S.B., (the “Company”), and the Mortgage Loans Group No. 2005-1 delivered thereunder by the Company to the Assignor,. 2. The Assignor warrants and represents to, and covenants with, the Assignee that: a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and all claims and encumbrances whatsoever; b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Company with respect to the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Seller’s Warranties and Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the Seller’s Warranties and Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; and d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the “33 Act”) or which would render the disp

Amortization Schedule. In the event an Officer's Certificate of the Company Seller is delivered to the Custodian Purchaser because of a delay caused by the public recording office in returning any recorded document, the Company Seller shall deliver to the CustodianPurchaser, within 90 120 days of the related Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items8 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT ------------------------------------------- ASSIGNMENT AND ASSUMPTION AGREEMENT, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and Servicing Agreement to which this Exhibit is annexed (the "Agreement"): (A) The original Mortgage Note bearing all intervening endorsementsdated __________ __, endorsed200_, "Pay to the order of between ________________, without recourse" and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "IndyMac Bank, F.S.B., formerly known as [previous name]". (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "IndyMac Bank, F.S.B., formerly known as [previous name]" (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200a ___________________ IndyMac Bankcorporation ("Assignor") and ____________________., F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 _____________ corporation ("Assignee"): For and in consideration of the Seller's Warranties sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. The Assignor hereby grants, transfers and assigns to Assignee, as Purchaser, all of the right, title and interest of Assignor under that certain Interim Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No2004-1 (the "Interim Servicing Agreement"), dated as of September 24, 2004, by and between ▇▇▇▇▇▇ Brothers Bank, F.S.B (the "Purchaser"), and First National Bank of Nevada (the "Interim Servicer"). 2. 2003-1.The Assignor warrants and represents to, and covenants with, the Assignee that: a. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Interim Servicer with respect to the Interim Servicing Agreement or the Mortgage Loans; b. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Interim Servicing Agreement, including without limitation, the transfer of the servicing obligations under the Interim Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Interim Servicing Agreement; and 3. That Assignee warrants and represents to, and covenants with, the Assignor and the Interim Servicer pursuant to the Interim Servicing Agreement that the Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Interim Servicing Agreement and from and after the date hereof, the Assignee assumes for the benefit of each of the Interim Servicer and the Assignor all of the Assignor's obligations as Purchaser thereunder;

Amortization Schedule. In the event an Officer's Certificate of the Company Seller is delivered to the Custodian Purchaser because of a delay caused by the public recording office in returning any recorded document, the Company Seller shall deliver to the CustodianPurchaser, within 90 days of the related Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following itemsFLOW INTERIM SERVICING AGREEMENT [Intentionally Omitted] EXHIBIT D SELLER'S OFFICER'S CERTIFICATE I, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and Servicing Agreement to which this Exhibit is annexed (the "Agreement"): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "Pay to the order of ________________, without recourse" and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "IndyMac Bank, F.S.B., formerly known as [previous name]". (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "IndyMac Bank, F.S.B., formerly known as [previous name]" (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bankhereby certify that I am the duly elected [Vice] President of Greenpoint Mortgage Funding, F.S.B. hereby certifies that it has established Inc., a state chartered institution organized under the account described below as a Custodial Account pursuant to Section 4.04 laws of the Seller's state of California, (the "Company") and further as follows: 1. Attached hereto as Exhibit 1 is a true, correct and complete copy of the charter of the Company which is in full force and effect on the date hereof and which has been in effect without amendment, waiver, rescission or modification. 2. Attached hereto as Exhibit 2 is a true, correct and complete copy of the bylaws of the Company which are in effect on the date hereof and which have been in effect without amendment, waiver, rescission or modification. 3. Attached hereto as Exhibit 3 is an original certificate of good standing of the Company issued within ten days of the date hereof, and no event has occurred since the date thereof which would impair such standing. 4. Attached hereto as Exhibit 4 is a true, correct and complete copy of the corporate resolutions of the Board of Directors of the Company authorizing the Company to execute and deliver [each of] the Flow Mortgage Loan Purchase and Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 20032001-___ dated December 12, 2001 by and between the Company and ▇▇▇▇▇▇ Brothers Bank, FSB (the "Purchaser") (the "Purchase Agreement") and the Flow Interim Servicing Agreement, Group No. 2001-___ dated December 12, 2001, by and between the Company and the Purchaser (the "Flow Interim Servicing Agreement") and to endorse the Mortgage Notes and execute the Assignments of Mortgages by original [or facsimile] signature, and such resolutions are in effect on the date hereof and have been in effect without amendment, waiver, rescission or modification. 5. Either (i) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Company of or compliance by the Company with the Purchase Agreement, the Flow Interim Servicing Agreement, the sale of the mortgage loans or the consummation of the transactions contemplated by the agreements; or (ii) any required consent, approval, authorization or order has been obtained by the Company. 6. Neither the consummation of the transactions contemplated by, nor the fulfillment of the terms of the Purchase Agreement and the Flow Interim Servicing Agreement conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under the charter or by-1laws of the Company, the terms of any indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which it is subject, or any statute or order, rule, regulations, writ, injunction or decree of any court, governmental authority or regulatory body to which the Company is subject or by which it is bound. 7. There is no action, suit, proceeding or investigation pending or, to the best of my knowledge, threatened against the Company which, in my judgment, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Company or in any material impairment of the right or ability of the Company to carry on its business substantially as now conducted or in any material liability on the part of the Company or which would draw into question the validity of the Purchase Agreement and the Flow Interim Servicing Agreement, or the mortgage loans or of any action taken or to be taken in connection with the transactions contemplated hereby, or which would be likely to impair materially the ability of the Company to perform under the terms of the Purchase Agreement and the Flow Interim Servicing Agreement. 8. Each person listed on Exhibit 5 attached hereto who, as an officer or representative of the Company, signed (a) the Purchase Agreement, (b) the Flow Interim Servicing Agreement, and (c) any other document delivered prior hereto or on the date hereof in connection with any purchase described in the agreements set forth above was, at the respective times of such signing and delivery, and is now, a duly elected or appointed, qualified and acting officer or representative of the Company, who holds the office set forth opposite his or her name on Exhibit 5, and the signatures of such persons appearing on such documents are their genuine signatures. 9. The Company is duly authorized to engage in the transactions described and contemplated in the Purchase Agreement and the Flow Interim Servicing Agreement. 10. The Mortgage Loans are not subject to any security interest, claim, pledge, hypothecation or lien.

Amortization Schedule. In the event an Officer's Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and Servicing Agreement to which this Exhibit is annexed (the "Agreement"): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "Pay to the order of ________________, without recourse" and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "IndyMac Bank, F.S.B., formerly known as [previous name]". (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date Date. (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "IndyMac Bank, F.S.B., formerly known as [previous name]" (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's Warranties and Servicing Agreement, dated as of July September 1, 20032005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 20032005-1.

Amortization Schedule. In the event an Officer's ’s Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's ’s Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's ’s Warranties and Servicing Agreement to which this Exhibit is annexed (the "“Agreement"”): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "“Pay to the order of ________________, without recourse" ” and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"”. (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"” (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's ’s interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's ’s Warranties and Servicing Agreement, dated as of July September 1, 20032005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 20032005-1. Title of Account: IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2005-1. Account Number: _______________ Address of office or branch of the Company at which Account is maintained: INDYMAC BANK, F.S.B. Company By: Name: Title: To: (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-1 (the “Agreement”), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as “IndyMac Bank, F.S.B., in trust for the Purchaser - Conventional Residential Fixed and Adjustable Rate Mortgage Loans - Group No. 2005-1.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By: Name: Title: Date: The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number __________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). Depository By: Name: Title: Date: IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 4.06 of the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-1. Title of Account: “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2005-1, and various Mortgagors.” Account Number: _______________ Address of office or branch of the Company at which Account is maintained: INDYMAC BANK, F.S.B. Company By: Name: Title: To: (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-1 (the “Agreement”), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.07 of the Agreement, to be designated as “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2005-1, and various Mortgagors” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By: Name: Title: Date: The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number ______, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). Depository By: Name: Title: Date: ASSIGNMENT AND ASSUMPTION, dated __________, between __________________________________, a ___________________ corporation having an office at __________________ (“Assignor”) and _________________________________, a __________________ corporation having an office at __________________ (“Assignee”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor, as purchaser, in, to and under that certain Seller’s Warranties and Servicing Agreement, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-1 (the “Seller’s Warranties and Servicing Agreement”), dated as of September 1, 2005, by and between ▇▇▇▇▇▇ Capital, A Division of ▇▇▇▇▇▇ Brothers Holdings Inc., (the “Purchaser”), and IndyMac Bank, F.S.B., (the “Company”), and the Mortgage Loans Group No. 2005-1 delivered thereunder by the Company to the Assignor,. 2. The Assignor warrants and represents to, and covenants with, the Assignee that: a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and all claims and encumbrances whatsoever; b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Company with respect to the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Seller’s Warranties and Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the Seller’s Warranties and Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; and d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the “33 Act”) or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant thereto. 3. The Assignee warrants and represents to, and covenants with, the Assignor and the Company that: a. The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Seller’s Warranties and Servicing Agreement, the Mortgage Loans and the Custodial Agreement, and from and after the date hereof, the Assignee assumes for the benefit of each of the Company and the Assignor all of the Assignor’s obligations as Purchaser thereunder; b. The Assignee understands that the Mortgage Loans have not been registered under the 33 Act or the securities laws of any state; c. The purchase price being paid by the Assignee for the Mortgage Loans are in excess of $250,000 and will be paid by cash remittance of the full purchase price within 60 days of the sale; d. The Assignee is acquiring the Mortgage Loans for investment for its own account only and not for any other person. In this connection, neither the Assignee nor any Person authorized to act therefor has offered the Mortgage Loans by means of any general advertising or general solicitation within the meaning of Rule 502(c) of U.S. Securities and Exchange Commission Regulation D, promulgated under the 1933 Act; e. The Assignee considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loa

Amortization Schedule. In the event an Officer's Certificate of the Company Seller is delivered to the Custodian Purchaser because of a delay caused by the public recording office in returning any recorded document, the Company Seller shall deliver to the CustodianPurchaser, within 90 days of the related Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following itemsFLOW INTERIM SERVICING AGREEMENT EXHIBIT D SELLER'S OFFICER'S CERTIFICATE I, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and Servicing Agreement to which this Exhibit is annexed (the "Agreement"): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "Pay to the order of ________________, without recourse" and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "IndyMac Bank, F.S.B., formerly known as [previous name]". (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "IndyMac Bank, F.S.B., formerly known as [previous name]" (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ hereby certify that I am the duly elected [Vice] President of IndyMac Bank, F.S.B. hereby certifies that it has established F.S.B., a federally chartered institution organized under the account described below as a Custodial Account pursuant to Section 4.04 laws of the Seller's United States, (the "Company") and further as follows: 1. Attached hereto as Exhibit 1 is a true, correct and complete copy of the charter of the Company which is in full force and effect on the date hereof. 2. Attached hereto as Exhibit 2 is a true, correct and complete copy of the bylaws of the Company which are in effect on the date hereof and which have been in effect without amendment, waiver, rescission or modification. 3. Attached hereto as Exhibit 3 is an original certificate of good standing of the Company issued within ten days of the date hereof, and no event has occurred since the date thereof which would impair such standing. 4. Attached hereto as Exhibit 4 is a true, correct and complete copy of the corporate resolutions of the Board of Directors of the Company authorizing the Company to execute and deliver each of the Flow Mortgage Loan Purchase and Warranties Agreement, dated February 13, 2001 by and between the Company and ▇▇▇▇▇▇ Brothers Bank, FSB (the "Purchaser") (the "Purchase Agreement") and the Flow Interim Servicing Agreement dated February 13, 2001 by and between the Company and the Purchaser (the "Flow Interim Servicing Agreement") and to endorse the Mortgage Notes and execute the Assignments of Mortgages by original [or facsimile] signature, and such resolutions are in effect on the date hereof and have been in effect without amendment, waiver, rescission or modification. 5. Either (i) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Company of or compliance by the Company with the Purchase Agreement, the Flow Interim Servicing Agreement, dated the sale of the mortgage loans or the consummation of the transactions contemplated by the agreements; or (ii) any required consent, approval, authorization or order has been obtained by the Company. 6. Neither the consummation of the transactions contemplated by, nor the fulfillment of the terms of the Purchase Agreement and the Flow Interim Servicing Agreement conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under the charter or by-laws of the Company, the terms of any indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which it is subject, or any statute or order, rule, regulations, writ, injunction or decree of any court, governmental authority or regulatory body to which the Company is subject or by which it is bound. 7. There is no action, suit, proceeding or investigation pending or, to the best of my knowledge, threatened against the Company which, in my judgment, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Company or in any material impairment of the right or ability of the Company to carry on its business substantially as now conducted or in any material liability on the part of July 1the Company or which would draw into question the validity of the Purchase Agreement and the Flow Interim Servicing Agreement, 2003or the mortgage loans or of any action taken or to be taken in connection with the transactions contemplated hereby, Conventional Residential Fixed or which would be likely to impair materially the ability of the Company to perform under the terms of the Purchase Agreement and Adjustable Rate the Flow Interim Servicing Agreement. 8. Each person listed on Exhibit 5 attached hereto who, as an officer or representative of the Company, signed (a) the Purchase Agreement, (b) the Flow Interim Servicing Agreement, and (c) any other document delivered prior hereto or on the date hereof in connection with any purchase described in the agreements set forth above was, at the respective times of such signing and delivery, and is now, a duly elected or appointed, qualified and acting officer or representative of the Company, who holds the office set forth opposite his or her name on Exhibit 5, and the signatures of such persons appearing on such documents are their genuine signatures. 9. The Company is duly authorized to engage in the transactions described and contemplated in the Purchase Agreement and the Flow Interim Servicing Agreement. 10. The Mortgage LoansLoans are not subject to any security interest, Group No. 2003-1claim, pledge, hypothecation or lien.

Amortization Schedule. In the event an Officer's ’s Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's ’s Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's ’s Warranties and Servicing Agreement to which this Exhibit is annexed (the "“Agreement"”): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "“Pay to the order of ________________, without recourse" ” and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"”. (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"” (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's ’s interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's ’s Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1. Title of Account: IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2003-1. Account Number: _______________ Address of office or branch of the Company at which Account is maintained: INDYMAC BANK, F.S.B. Company By: Name: Title: To: (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1 (the “Agreement”), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as “IndyMac Bank, F.S.B., in trust for the Purchaser - Conventional Residential Fixed and Adjustable Rate Mortgage Loans - Group No. 2003-1.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By: Name: Title: Date: The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number __________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). Depository By: Name: Title: Date: IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 4.06 of the Seller’s Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1. Title of Account: “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2003-1, and various Mortgagors.” Account Number: _______________ Address of office or branch of the Company at which Account is maintained: INDYMAC BANK, F.S.B. Company By: Name: Title: To: (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1 (the “Agreement”), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.07 of the Agreement, to be designated as “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2003-1, and various Mortgagors” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By: Name: Title: Date: The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number ______, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). Depository By: Name: Title: Date: ASSIGNMENT AND ASSUMPTION, dated __________, between __________________________________, a ___________________ corporation having an office at __________________ (“Assignor”) and _________________________________, a __________________ corporation having an office at __________________ (“Assignee”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor, as purchaser, in, to and under that certain Seller’s Warranties and Servicing Agreement, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1 (the “Seller’s Warranties and Servicing Agreement”), dated as of July 1, 2003, by and between ▇▇▇▇▇▇ Brothers Bank, F.S.B., (the “Purchaser”), and IndyMac Bank, F.S.B., (the “Company”), and the Mortgage Loans Group No. 2003-1 delivered thereunder by the Company to the Assignor,. 2. The Assignor warrants and represents to, and covenants with, the Assignee that: a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and all claims and encumbrances whatsoever; b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Company with respect to the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Seller’s Warranties and Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the Seller’s Warranties and Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; and d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the “33 Act”) or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant thereto. 3. The Assignee warrants and represents to, and covenants with, the Assignor and the Company that: a. The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Seller’s Warranties and Servicing Agreement, the Mortgage Loans and the Custodial Agreement, and from and after the date hereof, the Assignee assumes for the benefit of each of the Company and the Assignor all of the Assignor’s obligations as Purchaser thereunder; b. The Assignee understands that the Mortgage Loans have not been registered under the 33 Act or the securities laws of any state; c. The purchase price being paid by the Assignee for the Mortgage Loans are in excess of $250,000 and will be paid by cash remittance of the full purchase price within 60 days of the sale; d. The Assignee is acquiring the Mortgage Loans for investment for its own account only and not for any other person. In this connection, neither the Assignee nor any Person authorized to act therefor has offered the Mortgage Loans by means of any general advertising or general solicitation within the meaning of Rule 502(c) of U.S. Securities and Exchange Commission Regulation D, promulgated under the 1933 Act; e. The Assignee considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans; f. The Assignee has been furnished with all informat

Amortization Schedule. In the event an Officer's ’s Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's ’s Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's ’s Warranties and Servicing Agreement to which this Exhibit is annexed (the "“Agreement"”): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "“Pay to the order of ________________, without recourse" ” and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"”. (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"” (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's ’s interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's ’s Warranties and Servicing Agreement, dated as of July September 1, 20032005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 20032005-1. Title of Account: IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2005-1. Account Number: _______________ of the Company at which Account is maintained: _________________________________________________ _________________________________________________ _________________________________________________ _________________________________________________ INDYMAC BANK, F.S.B. Company By: _____________________________________________________ Name:___________________________________________________ Title:____________________________________________________ __________________________________ __________________________________ (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-1 (the “Agreement”), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as “IndyMac Bank, F.S.B., in trust for the Purchaser - Conventional Residential Fixed and Adjustable Rate Mortgage Loans - Group No. 2005-1.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By:____________________________________________ Name:__________________________________________ Title:___________________________________________ Date:___________________________________________ The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number __________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). __________________________________________ Depository By: ______________________________________________ Name:____________________________________________ Title:_____________________________________________ Date:_____________________________________________ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 4.06 of the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-1. Title of Account: “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2005-1, and various Mortgagors.” Account Number: _______________ of the Company at which Account is maintained: ________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ INDYMAC BANK, F.S.B. Company By: ____________________________________________________ Name: __________________________________________________ Title:___________________________________________________ __________________________________ __________________________________ (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-1 (the “Agreement”), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.07 of the Agreement, to be designated as “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2005-1, and various Mortgagors” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By:____________________________________________ Name:__________________________________________ Title:___________________________________________ Date:___________________________________________ The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number ______, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). ___________________________________________ Depository By: ______________________________________________ Name:____________________________________________ Title:_____________________________________________ Date:_____________________________________________ ASSIGNMENT AND ASSUMPTION, dated __________, between __________________________________, a ___________________ corporation having an office at __________________ (“Assignor”) and _________________________________, a __________________ corporation having an office at __________________ (“Assignee”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows: The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor, as purchaser, in, to and under that certain Seller’s Warranties and Servicing Agreement, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-1 (the “Seller’s Warranties and Servicing Agreement”), dated as of September 1, 2005, by and between ▇▇▇▇▇▇ Capital, A Division of ▇▇▇▇▇▇ Brothers Holdings Inc., (the “Purchaser”), and IndyMac Bank, F.S.B., (the “Company”), and the Mortgage Loans Group No. 2005-1 delivered thereunder by the Company to the Assignor,. The Assignor warrants and represents to, and covenants with, the Assignee that: (a) The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and all claims and encumbrances whatsoever; (b) The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Company with respect to the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; (c) The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Seller’s Warranties and Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the Seller’s Warranties and Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; and (d) Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the “33 Act”) or which wo

Amortization Schedule. In the event an Officer's Certificate of the Company Interim Servicer is delivered to the Custodian Purchaser because of a delay caused by the public recording office in returning any recorded document, the Company Interim Servicer shall deliver to the CustodianPurchaser, within 90 180 days of the related Closing Purchase Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items8 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and Servicing Agreement to which this Exhibit is annexed (the "Agreement"): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "Pay to the order of dated _______________ __, without recourse" and signed in 200_, between Centre Capital Group, Inc, a state chartered institution organized under the name laws of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a mergerState of North Carolina ("Assignor") and Lehman Capital, the endorsement must be by "IndyMac Bank, F.S.B., successor by merger to [name A Division of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "IndyMac Bank, F.S.B., formerly known as [previous name]". (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the PurchaserLehman Brothers Holdings Inc., a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "IndyMac Bank, F.S.B., formerly known as [previous name]" (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (New York c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 tion ("Assignee"): For and in consideration of the Seller's Warranties sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. The Assignor hereby grants, transfers and assigns to Assignee, as Purchaser, all of the right, title and interest of Assignor with respect to the mortgage loans identified on Exhibit A (the "Mortgage Loans") under that certain Interim Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No2000-1 (the "Interim Servicing Agreement"), dated as of March 17, 2000, by and between Centre Capital Group, Inc. (the "Purchaser"), and Greenpoint Mortgage Funding Inc. (the "Interim Servicer"). 2003-1The Assignor specifically reserves any and all right, title and interest and all obligations of the Assignor with respect to any mortgage loans subject to the Agreement which are not the Mortgage Loans set forth on Exhibit A hereto and are not the subject of this Assignment and Assumption Agreement. 2. The Assignor warrants and represents to, and covenants with, the Assignee that: a. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Interim Servicer with respect to the Interim Servicing Agreement or the Mortgage Loans; b. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Interim Servicing Agreement, including without limitation, the transfer of the servicing obligations under the Interim Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Interim Servicing Agreement; and 3. That Assignee warrants and represents to, and covenants with, the Assignor and the Interim Servicer pursuant to the Interim Servicing Agreement that the Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Interim Servicing Agreement and from and after the date hereof, the Assignee assumes for the benefit of each of the Interim Servicer and the Assignor all of the Assignor's obligations as Purchaser thereunder;

Amortization Schedule. In the event an Officer's ’s Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's ’s Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's ’s Warranties and Servicing Agreement to which this Exhibit is annexed (the "“Agreement"”): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "“Pay to the order of ________________, without recourse" ” and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"”. (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"” (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's ’s interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's ’s Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1. Title of Account: IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2003-1. Account Number: _______________ Address of office or branch of the Company at which Account is maintained: INDYMAC BANK, F.S.B. Company By: Name: Title: To: (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1 (the “Agreement”), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as “IndyMac Bank, F.S.B., in trust for the Purchaser - Conventional Residential Fixed and Adjustable Rate Mortgage Loans - Group No. 2003-1.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By: Name: Title: Date: The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number __________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). Depository By: Name: Title: Date: IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 4.06 of the Seller’s Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1. Title of Account: “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2003-1, and various Mortgagors.” Account Number: _______________ Address of office or branch of the Company at which Account is maintained: INDYMAC BANK, F.S.B. Company By: Name: Title: To: (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1 (the “Agreement”), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.07 of the Agreement, to be designated as “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2003-1, and various Mortgagors” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By: Name: Title: Date: The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number ______, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). Depository By: Name: Title: Date: ASSIGNMENT AND ASSUMPTION, dated __________, between __________________________________, a ___________________ corporation having an office at __________________ (“Assignor”) and _________________________________, a __________________ corporation having an office at __________________ (“Assignee”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor, as purchaser, in, to and under that certain Seller’s Warranties and Servicing Agreement, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1 (the “Seller’s Warranties and Servicing Agreement”), dated as of July 1, 2003, by and between ▇▇▇▇▇▇ Brothers Bank, F.S.B., (the “Purchaser”), and IndyMac Bank, F.S.B., (the “Company”), and the Mortgage Loans Group No. 2003-1 delivered thereunder by the Company to the Assignor,. 2. The Assignor warrants and represents to, and covenants with, the Assignee that: a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and all claims and encumbrances whatsoever; b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Company with respect to the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Seller’s Warranties and Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the Seller’s Warranties and Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; and d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the “33 Act”) or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant thereto. 3. The Assignee warrants and represents to, and covenants with, the Assignor and the Company that: a. The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Seller’s Warranties and Servicing Agreement, the Mortgage Loans and the Custodial Agreement, and from and after the date hereof, the Assignee assumes for the benefit of each of the Company and the Assignor all of the Assignor’s obligations as Purchaser thereunder; b. The Assignee understands that the Mortgage Loans have not been registered under the 33 Act or the securities laws of any state; c. The purchase price being paid by the Assignee for the Mortgage Loans are in excess of $250,000 and will be paid by cash remittance of the full purchase price within 60 days of the sale; d. The Assignee is acquiring the Mortgage Loans for investment for its own account only and not for any other person. In this connection, neither the Assignee nor any Person authorized to act therefor has offered the Mortgage Loans by means of any general advertising or general solicitation within the meaning of Rule 502(c) of U.S. Securities and Exchange Commission Regulation D, promulgated under the 1933 Act; e. The Assignee considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans; f. The Assignee has been furnished with all informa-

Amortization Schedule. In the event an Officer's Certificate of the Company Seller is delivered to the Custodian Purchaser because of a delay caused by the public recording office in returning any recorded document, the Company Seller shall deliver to the CustodianPurchaser, within 90 180 days of the related Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following itemsINTERIM SERVICING AGREEMENT [Intentionally Omitted] EXHIBIT D SELLER'S OFFICER'S CERTIFICATE I, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and Servicing Agreement to which this Exhibit is annexed (the "Agreement"): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "Pay to the order of ________________, without recourse" and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "IndyMac Bank, F.S.B., formerly known as [previous name]". (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "IndyMac Bank, F.S.B., formerly known as [previous name]" (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bankhereby certify that I am the duly elected [Vice] President of Centre Capital Group, F.S.B. hereby certifies that it has established Inc., a state chartered institution organized under the account described below as a Custodial Account pursuant to Section 4.04 laws of the Seller's State of North Carolina, (the "Company") and further as follows: 1. Attached hereto as Exhibit 1 is a true, correct and complete copy of the charter of the Company which is in full force and effect on the date hereof and which has been in effect without amendment, waiver, rescission or modification. 2. Attached hereto as Exhibit 2 is a true, correct and complete copy of the bylaws of the Company which are in effect on the date hereof and which have been in effect without amendment, waiver, rescission or modification. 3. Attached hereto as Exhibit 3 is an original certificate of good standing of the Company issued within ten days of the date hereof, and no event has occurred since the date thereof which would impair such standing. 4. Attached hereto as Exhibit 4 is a true, correct and complete copy of the corporate resolutions of the Board of Directors of the Company authorizing the Company to execute and deliver the Master Mortgage Loan Purchase and Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 20032000-11 dated February 18, 2000 by and between the Company and ▇▇▇▇▇▇ Capital, A Division of ▇▇▇▇▇▇ Brothers Holdings Inc., (the "Purchaser") (the "Purchase Agreement") and to endorse the Mortgage Notes and execute the Assignments of Mortgages by original signature, and such resolutions are in effect on the date hereof and have been in effect without amendment, waiver, rescission or modification. 5. Either (i) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Company of or compliance by the Company with the Purchase Agreement, the sale of the mortgage loans or the consummation of the transactions contemplated by the agreements; or (ii) any required consent, approval, authorization or order has been obtained by the Company. 6. Neither the consummation of the transactions contemplated by, nor the fulfillment of the terms of the Purchase Agreement conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under the charter or by-laws of the Company, the terms of any indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which it is subject, or any statute or order, rule, regulations, writ, injunction or decree of any court, governmental authority or regulatory body to which the Company is subject or by which it is bound. 7. There is no action, suit, proceeding or investigation pending or, to the best of my knowledge, threatened against the Company which, in my judgment, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Company or in any material impairment of the right or ability of the Company to carry on its business substantially as now conducted or in any material liability on the part of the Company or which would draw into question the validity of the Purchase Agreement or the mortgage loans or of any action taken or to be taken in connection with the transactions contemplated hereby, or which would be likely to impair materially the ability of the Company to perform under the terms of the Purchase Agreement. 8. Each person listed on Exhibit 5 attached hereto who, as an officer or representative of the Company, signed (a) the Purchase Agreement and (b) any other document delivered prior hereto or on the date hereof in connection with any purchase described in the agreements set forth above was, at the respective times of such signing and delivery, and is now, a duly elected or appointed, qualified and acting officer or representative of the Company, who holds the office set forth opposite his or her name on Exhibit 5, and the signatures of such persons appearing on such documents are their genuine signatures. 9. The Company is duly authorized to engage in the transactions described and contemplated in the Purchase Agreement. 10. The Mortgage Loans are not subject to any security interest, claim, pledge, hypothecation or lien.

Amortization Schedule. In the event an Officer's Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and Servicing Agreement to which this Exhibit is annexed (the "Agreement"): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "Pay to the order of ________________, without recourse" and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "IndyMac Bank, F.S.B., formerly known as [previous name]". (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date Date. (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "IndyMac Bank, F.S.B., formerly known as [previous name]". (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. EXHIBIT D-1 ▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇▇ CUSTODIAL ACCOUNT CERTIFICATION ▇▇▇▇▇▇▇▇▇▇▇▇▇ _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's Warranties and Servicing Agreement, dated as of July September 1, 20032005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 20032005-1.

Amortization Schedule. In the event an Officer's Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and Servicing Agreement to which this Exhibit is annexed (the "Agreement"): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "Pay to the order of ________________, without recourse" and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "IndyMac Bank, F.S.B., formerly known as [previous name]". (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "IndyMac Bank, F.S.B., formerly known as [previous name]" (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's Warranties and Servicing Agreement, dated as of July November 1, 20032001, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 20032001-13.

Amortization Schedule. In the event an Officer's ’s Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's ’s Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's ’s Warranties and Servicing Agreement to which this Exhibit is annexed (the "“Agreement"”): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "“Pay to the order of ________________, without recourse" ” and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"”. (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"” (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's ’s interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's ’s Warranties and Servicing Agreement, dated as of July November 1, 20032001, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 20032001-3. Title of Account: IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2001-3. Account Number: Address of office or branch of the Company at which Account is maintained: INDYMAC BANK, F.S.B. Company By: Name: Title: To: (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of November 1, 2001, Conventional Residential Fixed Rate Mortgage Loans, Group No. 2001-3 (the “Agreement”), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as “IndyMac Bank, F.S.B., in trust for the Purchaser - Conventional Residential Fixed Rate Mortgage Loans - Group No. 2001-3.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By: Name: Title: Date: The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number __________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). Depository By: Name: Title: Date: IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 4.06 of the Seller’s Warranties and Servicing Agreement, dated as of November 1, 2001, Conventional Residential Fixed Rate Mortgage Loans, Group No. 2001-3. Title of Account: “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2001-3, and various Mortgagors.” Account Number: _______________ Address of office or branch of the Company at which Account is maintained: INDYMAC BANK, F.S.B. Company By: Name: Title: To: (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of November 1, 2001, Conventional Residential Fixed Rate Mortgage Loans, Group No. 2001-3 (the “Agreement”), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.07 of the Agreement, to be designated as “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2001-3, and various Mortgagors” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By: Name: Title: Date: The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number ______, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). Depository By: Name: Title: Date: ASSIGNMENT AND ASSUMPTION, dated __________, between __________________________________, a ___________________ corporation having an office at __________________ (“Assignor”) and _________________________________, a __________________ corporation having an office at __________________ (“Assignee”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor, as purchaser, in, to and under that certain Seller’s Warranties and Servicing Agreement, Conventional Residential Fixed Rate Mortgage Loans, Group No. 2001-3 (the “Seller’s Warranties and Servicing Agreement”), dated as of November 1, 2001, by and between ▇▇▇▇▇▇ Brothers Bank, F.S.B., (the “Purchaser”), and IndyMac Bank, F.S.B., (the “Company”), and the Mortgage Loans Group No. 2001-3 delivered thereunder by the Company to the Assignor,. 2. The Assignor warrants and represents to, and covenants with, the Assignee that: a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and all claims and encumbrances whatsoever; b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Company with respect to the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Seller’s Warranties and Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the Seller’s Warranties and Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; and d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the “33 Act”) or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant thereto. 3. The Assignee warrants and represents to, and covenants with, the Assignor and the Company that: a. The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Seller’s Warranties and Servicing Agreement, the Mortgage Loans and the Custodial Agreement, and from and after the date hereof, the Assignee assumes for the benefit of each of the Company and the Assignor all of the Assignor’s obligations as Purchaser thereunder; b. The Assignee understands that the Mortgage Loans have not been registered under the 33 Act or the securities laws of any state; c. The purchase price being paid by the Assignee for the Mortgage Loans are in excess of $250,000 and will be paid by cash remittance of the full purchase price within 60 days of the sale; d. The Assignee is acquiring the Mortgage Loans for investment for its own account only and not for any other person. In this connection, neither the Assignee nor any Person authorized to act therefor has offered the Mortgage Loans by means of any general advertising or general solicitation within the meaning of Rule 502(c) of U.S. Securities and Exchange Commission Regulation D, promulgated under the 1933 Act; e. The Assignee considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans; f. The Assignee has been furnished with all information regarding the Mortgage Loans that it has requested from the Assignor or the Compan

Amortization Schedule. In the event an Officer's ’s Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's ’s Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's ’s Warranties and Servicing Agreement to which this Exhibit is annexed (the "“Agreement"”): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "“Pay to the order of ________________, without recourse" ” and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"”. (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"” (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's ’s interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's ’s Warranties and Servicing Agreement, dated as of July September 1, 20032005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 20032005-1. Title of Account: IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2005-1. Account Number: _______________ Address of office or branch of the Company at which Account is maintained: INDYMAC BANK, F.S.B. Company By: Name: Title: To: (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-1 (the “Agreement”), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as “IndyMac Bank, F.S.B., in trust for the Purchaser - Conventional Residential Fixed and Adjustable Rate Mortgage Loans - Group No. 2005-1.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By: Name: Title: Date: The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number __________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). Depository By: Name: Title: Date: IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 4.06 of the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-1. Title of Account: “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2005-1, and various Mortgagors.” Account Number: _______________ Address of office or branch of the Company at which Account is maintained: INDYMAC BANK, F.S.B. Company By: Name: Title: To: (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-1 (the “Agreement”), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.07 of the Agreement, to be designated as “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2005-1, and various Mortgagors” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By: Name: Title: Date: The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number ______, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). Depository By: Name: Title: Date: ASSIGNMENT AND ASSUMPTION, dated __________, between __________________________________, a ___________________ corporation having an office at __________________ (“Assignor”) and _________________________________, a __________________ corporation having an office at __________________ (“Assignee”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor, as purchaser, in, to and under that certain Seller’s Warranties and Servicing Agreement, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2005-1 (the “Seller’s Warranties and Servicing Agreement”), dated as of September 1, 2005, by and between L▇▇▇▇▇ Capital, A Division of L▇▇▇▇▇ Brothers Holdings Inc., (the “Purchaser”), and IndyMac Bank, F.S.B., (the “Company”), and the Mortgage Loans Group No. 2005-1 delivered thereunder by the Company to the Assignor,. 2. The Assignor warrants and represents to, and covenants with, the Assignee that: a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and all claims and encumbrances whatsoever; b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Company with respect to the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Seller’s Warranties and Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the Seller’s Warranties and Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; and d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the “33 Act”) or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant thereto. 3. The Assignee warrants and represents to, and covenants with, the Assignor and the Company that: a. The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Seller’s Warranties and Servicing Agreement, the Mortgage Loans and the Custodial Agreement, and from and after the date hereof, the Assignee assumes for the benefit of each of the Company and the Assignor all of the Assignor’s obligations as Purchaser thereunder; b. The Assignee understands that the Mortgage Loans have not been registered under the 33 Act or the securities laws of any state; c. The purchase price being paid by the Assignee for the Mortgage Loans are in excess of $250,000 and will be paid by cash remittance of the full purchase price within 60 days of the sale; d. The Assignee is acquiring the Mortgage Loans for investment for its own account only and not for any other person. In this connection, neither the Assignee nor any Person authorized to act therefor has offered the Mortgage Loans by means of any general advertising or general solicitation within the meaning of Rule 502(c) of U.S. Securities and Exchange Commission Regulation D, promulgated under the 1933 Act; e. The Assignee considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loa

Amortization Schedule. In the event an Officer's Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and Servicing Agreement to which this Exhibit is annexed (the "Agreement"): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "Pay to the order of ________________, without recourse" and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "IndyMac Bank, F.S.B., formerly known as [previous name]". (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "IndyMac Bank, F.S.B., formerly known as [previous name]" (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's Warranties and Servicing Agreement, dated as of July September 1, 20032005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 20032005-1.

Amortization Schedule. In the event an Officer's ’s Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's ’s Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's ’s Warranties and Servicing Agreement to which this Exhibit is annexed (the "“Agreement"”): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "“Pay to the order of ________________, without recourse" ” and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"”. (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"” (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's ’s interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's ’s Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1. Title of Account: IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2003-1. Account Number: _______________ Address of office or branch of the Company at which Account is maintained: INDYMAC BANK, F.S.B. Company By:______________________________________ Name:____________________________________ Title:_____________________________________ (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1 (the “Agreement”), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as “IndyMac Bank, F.S.B., in trust for the Purchaser - Conventional Residential Fixed and Adjustable Rate Mortgage Loans - Group No. 2003-1.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By:______________________________________ Name:____________________________________ Title:_____________________________________ Date:_____________________________________ The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number __________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). Depository By:______________________________________ Name:____________________________________ Title:_____________________________________ Date:_____________________________________ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 4.06 of the Seller’s Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1. Title of Account: “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2003-1, and various Mortgagors.” Account Number: _______________ Address of office or branch of the Company at which Account is maintained: INDYMAC BANK, F.S.B. Company By:______________________________________ Name:____________________________________ Title:_____________________________________ (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1 (the “Agreement”), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.07 of the Agreement, to be designated as “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2003-1, and various Mortgagors” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By:______________________________________ Name:____________________________________ Title:_____________________________________ Date:_____________________________________ The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number ______, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). Depository By:______________________________________ Name:____________________________________ Title:_____________________________________ Date:_____________________________________ ASSIGNMENT AND ASSUMPTION, dated __________, between __________________________________, a ___________________ corporation having an office at __________________ (“Assignor”) and _________________________________, a __________________ corporation having an office at __________________ (“Assignee”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor, as purchaser, in, to and under that certain Seller’s Warranties and Servicing Agreement, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1 (the “Seller’s Warranties and Servicing Agreement”), dated as of July 1, 2003, by and between L▇▇▇▇▇ Brothers Bank, F.S.B., (the “Purchaser”), and IndyMac Bank, F.S.B., (the “Company”), and the Mortgage Loans Group No. 2003-1 delivered thereunder by the Company to the Assignor,. 2. The Assignor warrants and represents to, and covenants with, the Assignee that: a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and all claims and encumbrances whatsoever; b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Company with respect to the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Seller’s Warranties and Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the Seller’s Warranties and Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; and d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the “33 Act”) or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant thereto. 3. The Assignee warrants and represents to, and covenants with, the Assignor and the Company that: a. The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Seller’s Warranties and Servicing Agreement, the Mortgage Loans and the Custodial Agreement, and from and after the date hereof, the Assignee assumes for the benefit of each of the Company and the Assignor all of the Assignor’s obligations as Purchaser thereunder; b. The Assignee understands that the Mortgage Loans have not been registered under the 33 Act or the securities laws of any state; c. The purchase price being paid by the Assignee for the Mortgage Loans are in excess of $250,000

Amortization Schedule. In the event an Officer's ’s Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's ’s Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's ’s Warranties and Servicing Agreement to which this Exhibit is annexed (the "“Agreement"”): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "“Pay to the order of ________________, without recourse" ” and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"”. (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "“IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"”; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "“IndyMac Bank, F.S.B., formerly known as [previous name]"” (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's ’s Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's ’s interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's ’s Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1. Title of Account: IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2003-1. Account Number: _______________ Address of office or branch of the Company at which Account is maintained: _______________________________________ _______________________________________ _______________________________________ _______________________________________ INDYMAC BANK, F.S.B. Company By: _____________________________________ Name: ___________________________________ Title: ____________________________________ To: _____________________________ _____________________________ _____________________________ (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1 (the “Agreement”), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as “IndyMac Bank, F.S.B., in trust for the Purchaser - Conventional Residential Fixed and Adjustable Rate Mortgage Loans - Group No. 2003-1.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By: _____________________________________ Name: ___________________________________ Title: ____________________________________ Date: ____________________________________ The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number __________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). ________________________________________ Depository By: _____________________________________ Name: ___________________________________ Title: ____________________________________ Date: ____________________________________ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 4.06 of the Seller’s Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1. Title of Account: “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2003-1, and various Mortgagors.” Account Number: _______________ Address of office or branch of the Company at which Account is maintained: _______________________________________ _______________________________________ _______________________________________ _______________________________________ INDYMAC BANK, F.S.B. Company By: _____________________________________ Name: ___________________________________ Title: ____________________________________ To: _____________________________ _____________________________ _____________________________ (the “Depository”) As Company under the Seller’s Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1 (the “Agreement”), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.07 of the Agreement, to be designated as “IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2003-1, and various Mortgagors” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. INDYMAC BANK, F.S.B. Company By: _____________________________________ Name: ___________________________________ Title: ____________________________________ Date: ____________________________________ The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number ______, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”). ________________________________________ Depository By: _____________________________________ Name: ___________________________________ Title: ____________________________________ Date: ____________________________________ ASSIGNMENT AND ASSUMPTION, dated __________, between __________________________________, a ___________________ corporation having an office at __________________ (“Assignor”) and _________________________________, a __________________ corporation having an office at __________________ (“Assignee”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor, as purchaser, in, to and under that certain Seller’s Warranties and Servicing Agreement, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2003-1 (the “Seller’s Warranties and Servicing Agreement”), dated as of July 1, 2003, by and between ▇▇▇▇▇▇ Brothers Bank, F.S.B., (the “Purchaser”), and IndyMac Bank, F.S.B., (the “Company”), and the Mortgage Loans Group No. 2003-1 delivered thereunder by the Company to the Assignor,. 2. The Assignor warrants and represents to, and covenants with, the Assignee that: a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and all claims and encumbrances whatsoever; b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Company with respect to the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Seller’s Warranties and Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the Seller’s Warranties and Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Seller’s Warranties and Servicing Agreement or the Mortgage Loans; and d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the “33 Act”) or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant thereto. 3. The Assignee warrants and represents to, and covenants with, the Assignor and the Company that: a. The

Amortization Schedule. In the event an Officer's Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and Servicing Agreement to which this Exhibit is annexed (the "Agreement"): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "Pay to the order of ________________, without recourse" and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "IndyMac Bank, F.S.B., formerly known as [previous name]". (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date Date. (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "IndyMac Bank, F.S.B., formerly known as [previous name]" (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. EXHIBIT D-1 ▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇▇ CUSTODIAL ACCOUNT CERTIFICATION ▇▇▇▇▇▇▇▇▇▇▇▇▇ _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's Warranties and Servicing Agreement, dated as of July September 1, 20032005, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 20032005-1.

Amortization Schedule. In the event an Officer's Certificate of the Company is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 90 days of the related Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and Servicing Agreement to which this Exhibit is annexed (the "Agreement"): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "Pay to the order of ________________, without recourse" and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "IndyMac Bank, F.S.B., formerly known as [previous name]". (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "IndyMac Bank, F.S.B., formerly known as [previous name]" (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's Warranties and Servicing Agreement, dated as of July November 1, 20032001, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 20032001-3. Title of Account: IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2001-3. Account Number: _______________ Address of office or branch of the Company at which Account is maintained: INDYMAC BANK, F.S.B. Company By: Name: Title: To: (the "Depository") As Company under the Seller's Warranties and Servicing Agreement, dated as of November 1, 2001, Conventional Residential Fixed Rate Mortgage Loans, Group No. 2001-3 (the "Agreement"), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as "IndyMac Bank, F.S.B., in trust for the Purchaser - Conventional Residential Fixed Rate Mortgage Loans - Group No. 2001-3." All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. Company By: Name: Title: Date: The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number __________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund ("SAIF"). Depository By: Name: Title: Date: IndyMac Bank, F.S.B. hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 4.06 of the Seller's Warranties and Servicing Agreement, dated as of November 1, 2001, Conventional Residential Fixed Rate Mortgage Loans, Group No. 2001-3. Title of Account: "IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2001-3, and various Mortgagors." Account Number: Address of office or branch of the Company at which Account is maintained: INDYMAC BANK, F.S.B. Company By: Name: Title: To: (the "Depository") As Company under the Seller's Warranties and Servicing Agreement, dated as of November 1, 2001, Conventional Residential Fixed Rate Mortgage Loans, Group No. 2001-3 (the "Agreement"), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.07 of the Agreement, to be designated as "IndyMac Bank, F.S.B. in trust for the Purchaser, Group No. 2001-3, and various Mortgagors" All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. Company By: Name: Title: Date: The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number ______, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund ("SAIF"). Depository By: Name: Title: Date: ASSIGNMENT AND ASSUMPTION, dated __________, between __________________________________, a ___________________ corporation having an office at __________________ ("Assignor") and _________________________________, a __________________ corporation having an office at __________________ ("Assignee"): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor, as purchaser, in, to and under that certain Seller's Warranties and Servicing Agreement, Conventional Residential Fixed Rate Mortgage Loans, Group No. 2001-3 (the "Seller's Warranties and Servicing Agreement"), dated as of November 1, 2001, by and between ▇▇▇▇▇▇ Brothers Bank, F.S.B., (the "Purchaser"), and IndyMac Bank, F.S.B., (the "Company"), and the Mortgage Loans Group No. 2001-3 delivered thereunder by the Company to the Assignor,. 2. The Assignor warrants and represents to, and covenants with, the Assignee that: a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and all claims and encumbrances whatsoever; b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Company with respect to the Seller's Warranties and Servicing Agreement or the Mortgage Loans; c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Seller's Warranties and Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the Seller's Warranties and Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Seller's Warranties and Servicing Agreement or the Mortgage Loans; and d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the "33 Act") or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant thereto. 3. The Assignee warrants and represents to, and covenants with, the Assignor and the Company that: a. The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Seller's Warranties and Servicing Agreement, the Mortgage Loans and the Custodial Agreement, and from and after the date hereof, the Assignee assumes for the benefit of each of the Company and the Assignor all of the Assignor's obligations as Purchaser thereunder; b. The Assignee understands that the Mortgage Loans have not been registered under the 33 Act or the securities laws of any state; c. The purchase price being paid by the Assignee for the Mortgage Loans are in excess of $250,000 and will be paid by cash remittance of the full purchase price within 60 days of the sale; d. The Assignee is acquiring the Mortgage Loans for investment for its own account only and not for any other person. In this connection, neither the Assignee nor any Person authorized to act therefor has offered the Mortgage Loans by means of any general advertising or general solicitation within the meaning of Rule 502(c) of U.S. Securities and Exchange Commission Regulation D, promulgated under the 1933 Act; e. The Assignee considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans; f. The Assignee has been furnished with all information regarding the Mortgage Loans that it has requested from the Assignor or the Company; g. Neither the Assignee nor anyone acti

Amortization Schedule. In the event an Officer's Certificate of the Company Seller is delivered to the Custodian Purchaser because of a delay caused by the public recording office in returning any recorded document, the Company Seller shall deliver to the CustodianPurchaser, within 90 120 days of the related Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items8 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and Servicing Agreement to which this Exhibit is annexed (the "Agreement"): (A) The original Mortgage Note bearing all intervening endorsementsdated __________ __, endorsed200_, "Pay to the order of between ________________, without recourse" and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "IndyMac Bank, F.S.B., formerly known as [previous name]". (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "IndyMac Bank, F.S.B., formerly known as [previous name]" (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200a ___________________ IndyMac Bankcorporation ("Assignor") and ____________________., F.S.B. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 _____________ corporation ("Assignee"): For and in consideration of the Seller's Warranties sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. The Assignor hereby grants, transfers and assigns to Assignee, as Purchaser, all of the right, title and interest of Assignor under that certain Interim Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No2000-1 (the "Interim Servicing Agreement"), dated as of November 15, 2000, by and between ▇▇▇▇▇▇ Brothers Bank, F.S.B (the "Purchaser"), and First National Bank of Nevada (the "Interim Servicer"). 2. 2003-1.The Assignor warrants and represents to, and covenants with, the Assignee that: a. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Interim Servicer with respect to the Interim Servicing Agreement or the Mortgage Loans; b. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Interim Servicing Agreement, including without limitation, the transfer of the servicing obligations under the Interim Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Interim Servicing Agreement; and 3. That Assignee warrants and represents to, and covenants with, the Assignor and the Interim Servicer pursuant to the Interim Servicing Agreement that the Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Interim Servicing Agreement and from and after the date hereof, the Assignee assumes for the benefit of each of the Interim Servicer and the Assignor all of the Assignor's obligations as Purchaser thereunder;

Amortization Schedule. In the event an Officer's ’s Certificate of the Company Seller is delivered to the Custodian Purchaser because of a delay caused by the public recording office in returning any recorded document, the Company Seller shall deliver to the CustodianPurchaser, within 90 days of the related Closing Date, an Officer's ’s Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld. EXHIBIT C MORTGAGE LOAN DOCUMENTS The Mortgage Loan Documents for each Mortgage Loan shall include each of the following itemsI, which shall be delivered to the Custodian pursuant to Section 2.01 of the Seller's Warranties and Servicing Agreement to which this Exhibit is annexed (the "Agreement"): (A) The original Mortgage Note bearing all intervening endorsements, endorsed, "Pay to the order of ________________, without recourse" and signed in the name of the Company or the originator by an authorized officer. In the event that the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "IndyMac Bank, F.S.B., formerly known as [previous name]". (B) The original Mortgage, with evidence of recording thereon or, with respect to each Cooperative Loan, the original Pledge Agreement. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date. If the Company fails to deliver the original Mortgage within 90 days after the related Closing Date, the Company shall deliver (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, the Company shall deliver and release to the Purchaser the original recorded Mortgage within 90 days after the related Closing Date . (C) The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, or a copy of such Mortgage certified by the related public recording office to be a true and complete copy of the original document. (D) The original Assignment of Mortgage, signed in the name of the Company or originator, in blank, which assignment shall be in form and substance acceptable for recording but not recorded or with respect to each Cooperative Loan, Assignment of Pledge Agreement. In the event that the Mortgage Loan was acquired by the Company in a merger, the assignment must be by "IndyMac Bank, F.S.B., successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while doing business under another name, the assignment must be by "IndyMac Bank, F.S.B., formerly known as [previous name]" (E) Originals of all intervening assignments of the Mortgage with evidence of recording thereon or with respect to each Cooperative Loan, intervening assignments of the Pledge Agreement, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to the Purchaser, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Purchaser upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment. (F) With respect to each Mortgage Loan other than a Cooperative Loan, the original or electronic copy (in form generally acceptable on the secondary market) of the mortgagee policy of title insurance, except for those Mortgage Loans originated within 60 days before the related Closing Date, for which Mortgage Loans the Company shall have delivered and released to the Purchaser the related binders. In addition, the Company shall deliver to the Purchaser the original policy of title insurance within 90 days after the related Closing Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and applicable law, Purchaser's interest as first mortgagee. (G) With respect to each Cooperative Loan: (a) the Cooperative Shares, (b) a stock power executed in blank by the Person in whose name the Cooperative Shares are issued, (c) the proprietary lease or occupancy agreement, accompanied by an assignment in blank of such proprietary lease, (d) a recognition agreement executed by the Cooperative Corporation, which requires the Cooperative Corporation to recognize the rights of the lender and its successors in interest and assigns, under the Cooperative Loan, accompanied by an assignment of such recognition agreement in blank, (e) UCC-1 financing statements with recording information thereon from the appropriate state and county recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the state in which the Cooperative Project is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder and (f) any guarantees, if applicable. (a) such other documents as the Purchaser may require. ▇▇▇▇▇▇▇ ▇-▇ CUSTODIAL ACCOUNT CERTIFICATION _____________________, 200_ IndyMac Bankhereby certify that I am the duly elected [Vice] President of Fieldstone Mortgage Company, F.S.B. hereby certifies that it has established a [state] chartered institution organized under the account described below as a Custodial Account pursuant to Section 4.04 laws of the Seller's [state of ____________], (the “Company”) and further as follows: 1. Attached hereto as Exhibit 1 is a true, correct and complete copy of the charter of the Company which is in full force and effect on the date hereof and which has been in effect without amendment, waiver, rescission or modification. 2. Attached hereto as Exhibit 2 is a true, correct and complete copy of the bylaws of the Company which are in effect on the date hereof and which have been in effect without amendment, waiver, rescission or modification. 3. Attached hereto as Exhibit 3 is an original certificate of good standing of the Company issued within ten days of the date hereof, and no event has occurred since the date thereof which would impair such standing. 4. Attached hereto as Exhibit 4 is a true, correct and complete copy of the corporate resolutions of the Board of Directors of the Company authorizing the Company to execute and deliver the Flow Mortgage Loan Purchase and Warranties and Servicing Agreement, dated as of July 1, 2003, Conventional Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 20032000-1 dated July 1, 2000 by and between the Company and L▇▇▇▇▇ Brothers Bank, FSB (the “Purchaser”) (the “Purchase Agreement”), the Interim Servicing Agreement, Group 2000-1, dated July 1, 2000, by and between the Company and the Purchaser and to endorse the Mortgage Notes and execute the Assignments of Mortgages by original signature, and such resolutions are in effect on the date hereof and have been in effect without amendment, waiver, rescission or modification. 5. Either (i) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Company of or compliance by the Company with the Purchase Agreement, the Interim Servicing Agreement, the sale of the mortgage loans or the consummation of the transactions contemplated by the agreements; or (ii) any required consent, approval, authorization or order has been obtained by the Company. 6. Neither the consummation of the transactions contemplated by, nor the fulfillment of the terms of the Purchase Agreement and the Interim Servicing Agreement conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under the charter or by-laws of the Company, the terms of any indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which it is subject, or any statute or order, rule, regulations, writ, injunction or decree of any court, governmental authority or regulatory body to which the Company is subject or by which it is bound. 7. There is no action, suit, proceeding or investigation pending or, to the best of my knowledge, threatened against the Company which, in my judgment, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Company or in any material impairment of the right or ability of the Company to carry on its business substantially as now conducted or in any material liability on the part of the Company or which would draw into question the validity of the Purchase Agreement and the Interim Servicing Agreement, or the mortgage loans or of any action taken or to be taken in connection with the transactions contemplated hereby, or which would be likely to impair materially the ability of the Company to perform under the terms of the Purchase Agreement and the Interim Servicing Agreement. 8. Each person listed on Exhibit 5 attached hereto who, as an officer or representative of the Company, signed (a) the Purchase Agreement, (b) the Interim Servicing Agreement, and (c) any other document delivered prior hereto or on the date hereof in connection with any purchase described in the agreements set forth above was, at the respective times of such signing and delivery, and is now, a duly elected or appointed, qualified and acting officer or representative of the Company, who holds the office set forth opposite his or her name on Exhibit 5, and the signatures of such persons appearing on such documents are their genuine signatures. 9. The Company is duly authorized to engage in the transactions described and contemplated in the Purchase Agreement and the Interim Servicing Agreement. 10. The Mortgage Loans are not subject to any security interest, claim, pledge, hypothecation or lien.