ASSET BACKED SECURITIES CORP, 8-K, 1998-07-22

ASSET BACKED SECURITIES CORP
8-K, 1998-07-22
INVESTORS, NEC

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event
reported): July 16, 1998

ASSET BACKED SECURITIES CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 333-00365 13-3354848
(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)

Eleven Madison Avenue
New York, New York
Address of Principal 10010
Executive Offices (Zip Code)

Registrant's telephone number, including area code (212) 325-2000

Item 5. Other Events.
Filing of Final Pool Statistics.

Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.

(a) Not applicable.

(b) Not Applicable.

(4) Pooling and Servicing Agreement, dated as
July 1, 1998, among Asset Backed Securities
Corporation, IndyMac, Inc. and The Bank of New York.

(99) Final Pool Statistics.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

ASSET BACKED SECURITIES CORPORATION

By: /s/ Fiachra T. O'Driscoll
-------------------------------
Fiachra T. O'Driscoll
Vice President

Dated: July 21, 1998

Index to Exhibits

Exhibit

(4) Pooling and Servicing Agreement, dated as of July 1,
1998, among Asset Backed Securities Corporation,
IndyMac, Inc. and The Bank of New York

(99) Final Pool Statistics.

Exhibit 4

Execution Copy

ASSET BACKED SECURITIES CORPORATION,
as Depositor,

INDYMAC, INC.,
as Seller and Servicer,

and

THE BANK OF NEW YORK,
as Trustee

--------------------------------

POOLING AND SERVICING AGREEMENT

Dated as of July 1, 1998

---------------------------------

$229,500,000
IndyMac Manufactured Housing Contract
Pass-Through Certificates,
Series 1998-2

Page

ARTICLE ONE
DEFINITIONS

Section 1.01. Definitions . . . . . . . . . . . . . . . . . 1

ARTICLE TWO

CONVEYANCE OF CONTRACTS; CUSTODY OF CONTRACTS

Section 2.01. Conveyance of Contracts and Other Rights. . . 31
Section 2.02. Filing; Name Change or Relocation . . . . . . 32
Section 2.03. Acceptance by Trustee . . . . . . . . . . . . 34
Section 2.04. Conditions to Closing . . . . . . . . . . . . 34
Section 2.05. Contribution of Assets. . . . . . . . . . . . 34
Section 2.06. Execution and Authentication of Certificates. 34

ARTICLE THREE

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties as to the
Seller. . . . . . . . . . . . . . . . . . . 35
Section 3.02. Representations and Warranties as to Each
Contract. . . . . . . . . . . . . . . . . . 36
Section 3.03. Representations and Warranties as to the
Contracts. . . . . . . . . . . . . . . . . 40
Section 3.04. Representations and Warranties as to the
Contract Files . . . . . . . . . . . . . . 41
Section 3.05. Repurchase of Contracts for Breach. . . . . 41
Section 3.06. Representation and Warranty as to the
Depositor. . . . . . . . . . . . . . . . . 43

ARTICLE FOUR

THE CERTIFICATES

Section 4.01. The Certificates. . . . . . . . . . . . . . . 44
Section 4.02. Registration of Transfer and Exchange of
Certificates . . . . . . . . . . . . . . . . 44
Section 4.03. Book-Entry Certificates . . . . . . . . . . . 46
Section 4.04. Mutilated, Destroyed, Lost or Stolen
Certificates. . . . . . . . . . . . . . . . . 47
Section 4.05. Persons Deemed Owners . . . . . . . . . . . . 48
Section 4.06. Appointment of Paying Agent . . . . . . . . . 48
Section 4.07. Access to List of Certificateholder Names
and Addresses. . . . . . . . . . . . . . . . 48
Section 4.08. Authenticating Agents . . . . . . . . . . . . 49
Section 4.09. The Class A-R Certificates. . . . . . . . . . 49

ARTICLE FIVE

ADMINISTRATION AND SERVICING OF CONTRACTS

Section 5.01. Responsibility for Contract Administration and
Servicing 52
Section 5.02. Standard of Care. . . . . . . . . . . . . . . 52
Section 5.03. Subservicing. . . . . . . . . . . . . . . . . 52
Section 5.04. Records . . . . . . . . . . . . . . . . . . . 53
Section 5.05. Inspection. . . . . . . . . . . . . . . . . . 54
Section 5.06. Payment of Taxes. . . . . . . . . . . . . . . 54
Section 5.07. Enforcement . . . . . . . . . . . . . . . . . 54
Section 5.08. Hazard Insurance Policies . . . . . . . . . . 55
Section 5.09. Hazard Insurance Policy Collections;
Consent to Manufactured Home Transfers;
Assumption Agreements . . . . . . . . . . . 56
Section 5.10. Realization upon Defaulted Contracts. . . . . 57
Section 5.11. Costs and Expenses. . . . . . . . . . . . . . 57
Section 5.12. Trustee to Cooperate. . . . . . . . . . . . . 57
Section 5.13. Servicing and Other Compensation. . . . . . . 58
Section 5.14. REO Disposition . . . . . . . . . . . . . . . 58

ARTICLE SIX

DISTRIBUTIONS

Section 6.01. Monthly Payments. . . . . . . . . . . . . . . 60
Section 6.02. Withdrawals from the Collection Account . . . 64
Section 6.03. Advances. . . . . . . . . . . . . . . . . . . 65
Section 6.04. Establishment of and Deposits in the
Collection Account and the Certificate
Account.. . . . . . . . . . . . . . . . . . 65
Section 6.05. Transfer of Certificate Account . . . . . . . 67
Section 6.06. Transfer of Collection Account. . . . . . . . 67
Section 6.07. Determination of One-Month LIBOR. . . . . . . 67

ARTICLE SEVEN

REPORTS

Section 7.01. Monthly Reports . . . . . . . . . . . . . . . 69
Section 7.02. Servicer's Certificate. . . . . . . . . . . . 69
Section 7.03. Other Data. . . . . . . . . . . . . . . . . . 69
Section 7.04. Annual Statement as to Compliance . . . . . . 69
Section 7.05. Annual Independent Public Accountants'
Servicing Report . . . . . . . . . . . . . . 69
Section 7.06. Statements to Certificateholders. . . . . . . 70
Section 7.07. Other Reports . . . . . . . . . . . . . . . . 72

ARTICLE EIGHT

INDEMNITIES; THE DEPOSITOR AND THE SERVICER

Section 8.01. Liabilities to Obligors . . . . . . . . . . . 73
Section 8.02. Tax Indemnification . . . . . . . . . . . . . 73
Section 8.03. Servicer's Indemnities. . . . . . . . . . . . 73
Section 8.04. Operation of Indemnities. . . . . . . . . . . 73
Section 8.05. Merger or Consolidation of the Depositor, the
Seller or the Servicer . . . . . . . . . . . 73
Section 8.06. Limitation on Liability of the Depositor and
Others . . . . . . . . . . . . . . . . . . . 74
Section 8.07. Assignment by Servicer. . . . . . . . . . . . 74
Section 8.08. Successor to the Servicer . . . . . . . . . . 75

ARTICLE NINE

DEFAULT

Section 9.01. Events of Default . . . . . . . . . . . . . . 77
Section 9.02. Waiver of Defaults. . . . . . . . . . . . . . 78
Section 9.03. Trustee to Act; Appointment of Successor. . . 78
Section 9.04. Notification to Certificateholders. . . . . . 78
Section 9.05. Effect of Transfer. . . . . . . . . . . . . . 78

ARTICLE TEN

THE TRUSTEE

Section 10.01. Duties of Trustee. . . . . . . . . . . . . . 80
Section 10.02. Certain Matters Affecting the Trustee. . . . 81
Section 10.03. Trustee Not Liable for Certificates or
Contracts. . . . . . . . . . . . . . . . . 82
Section 10.04. Trustee May Own Certificates . . . . . . . . 82
Section 10.05. Servicer to Pay Fees and Expenses of
Trustee . . . . . . . . . . . . . . . . . 82
Section 10.06. Eligibility Requirements for Trustee . . . . 83
Section 10.07. Resignation and Removal of the Trustee . . . 83
Section 10.08. Successor Trustee. . . . . . . . . . . . . . 84
Section 10.09. Merger or Consolidation of Trustee . . . . . 85
Section 10.10. Appointment of Co-Trustee or Separate
Trustee. . . . . . . . . . . . . . . . . . 85
Section 10.11. Appointment of Office or Agency. . . . . . . 86
Section 10.12. REMIC Administration . . . . . . . . . . . . 86
Section 10.13. Tax Matters. . . . . . . . . . . . . . . . . 90

ARTICLE ELEVEN

TERMINATION

Section 11.01. Termination. . . . . . . . . . . . . . . . . 93
Section 11.02. Auction Call . . . . . . . . . . . . . . . . 95

ARTICLE TWELVE

MISCELLANEOUS PROVISIONS

Section 12.01. Severability of Provisions . . . . . . . . . 96
Section 12.02. Limitation on Rights of Certificateholders . 96
Section 12.03. Acts of Certificateholders . . . . . . . . . 97
Section 12.04. Calculations . . . . . . . . . . . . . . . . 97
Section 12.05. Amendment. . . . . . . . . . . . . . . . . . 97
Section 12.06. Recordation of Agreement . . . . . . . . . . 99
Section 12.07. Certificates Nonassessable and Fully Paid. . 99
Section 12.08. No Petition. . . . . . . . . . . . . . . . . 99
Section 12.09. Governing Law. . . . . . . . . . . . . . . . 99
Section 12.10. Notices. . . . . . . . . . . . . . . . . . . 99
Section 12.11. Merger and Integration of Documents. . . . . 99
Section 12.12. Headings . . . . . . . . . . . . . . . . . . 100
Section 12.13. Counterparts . . . . . . . . . . . . . . . . 100
EXHIBITS

Exhibit A - Contract Schedule A-1
Exhibit B - Form of Face of Class A Certificates B-1
Exhibit C - Form of Face of Class B Certificates C-1
Exhibit D - Form of Reverse of Certificates D-1
Exhibit E - Form of Face of Class M Certificates E-1
Exhibit F - Form of Face of Class A-R Certificates F-1
Exhibit G - Form of Face of Class X Certificates G-1
Exhibit H - [Reserved] H-1
Exhibit I - Form of Certificate Assignment I-1
Exhibit J - Form of Servicer's Certificate J-1
Exhibit K - Form of Transfer Affidavit K-1
Exhibit L - Form of Investment Letter of Holder of
Class A-R Certificates L-1

This Pooling and Servicing Agreement, dated as of July 1,
1998, is among Asset Backed Securities Corporation, as depositor
(the "Depositor"), IndyMac, Inc., as seller and servicer
(respectively, the "Seller" and the "Servicer"), and The Bank of
New York, as trustee (the "Trustee").

WITNESSETH:

In consideration of the premises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:

ARTICLE ONE

DEFINITIONS

Section 1.01. Definitions. Whenever used herein, unless
the context otherwise requires, the following words and phrases
shall have the following meanings:

"Accelerated Principal Distribution Amount" means, with
respect to any Distribution Date, the positive difference, if
any, between the Target Overcollateralization Amount and the
Current Overcollateralization Amount.

"Actuarial Contract" means any Contract with respect to
which payments are calculated and applied pursuant to the
"actuarial" method.

"Adjusted Certificate Principal Balance" means, with respect
to any Class of Subordinate Certificates and any Distribution
Date, the Certificate Principal Balance of the related Class as
of the preceding Distribution Date, after giving effect to the
distributions made on the immediately preceding Distribution
Date, less any Liquidation Loss Amounts allocated to such Class
on such preceding Distribution Date.

"Advance" means, with respect to each Distribution Date, an
amount equal to the difference, if any, between 30 days of
interest on the Contracts and amounts in respect of interest
actually received on the Contracts during the related Due Period.

"Advance Reimbursement Amount" means any amount received or
deemed to be received by the Servicer pursuant to Section 6.03(c)
in reimbursement of an Advance made out of its own funds.

"Affiliate" means, with respect to any specified Person, any
other Person controlling or controlled by or under common control
with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means
the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling"
or "controlled" have meanings correlative to the foregoing.

"Agreement" means this Pooling and Servicing Agreement and
all amendments hereof and supplements hereto.

"Applicants" shall have the meaning specified in Section
4.07.

"Appraised Value" means, with respect to any Manufactured
Home or land securing a Contract, (i) the value of such
Manufactured Home or such land as determined by a professional
appraiser or an employee of the Servicer who, as part of such
employment, regularly appraises manufactured housing units or
land, as the case may be, or (ii) as an alternative with respect
to any Manufactured Home, as determined by reference to NADA book
value or other generally accepted reference books for determining
the value of a Manufactured Home.

"APR" of a Contract means the annual interest rate specified
in such Contract.

"Authenticating Agent" means an authenticating agent
appointed pursuant to Section 4.08.

"Available Distribution Amount" means, with respect to any
Distribution Date, an amount equal to (i) the sum of (a) Monthly
Payments received during the related Due Period, (b) the
Advances, if any, made by the Servicer in respect of such Due
Period and (c) to the extent not duplicative with amounts
described in clause (a), unscheduled payments received with
respect to the Contracts during the related Prepayment Period,
including Principal Prepayments, Net Liquidation Proceeds, net
insurance proceeds, the proceeds of the disposition of REO
Properties, the Repurchase Price of each Repurchased Contract and
any other unscheduled payments, reduced by (ii) the sum of (a)
aggregate Repossession Profits, (b) amounts permitted to be
withdrawn by the Servicer from the Collection Account pursuant to
Section 6.02(a)(i) through (a)(viii) and (c) all Interest
Deficiency Withdrawals, if any, made by the Servicer with respect
to the preceding Distribution Date pursuant to Section 6.02(b).

"Average Sixty-Day Delinquency Ratio" means, with respect to
any Distribution Date, the average of the Sixty-Day Delinquency
Ratios for such Distribution Date and the two immediately
preceding Distribution Dates.

"Average Thirty-Day Delinquency Ratio" means, with respect
to any Distribution Date, the average of the Thirty-Day
Delinquency Ratios for such Distribution Date and the two
immediately preceding Distribution Dates.

"Benefit Plan" means an employee benefit plan subject to
Section 406 of ERISA or Section 4975 of the Code.

"BNY" means The Bank of New York, and its successors.

"Book-Entry Certificate" means any Certificate registered in
the name of the Depository or its nominee ownership of which is
reflected on the books of the Depository or on the books of a
person maintaining an account with such Depository (directly or
as an indirect participant in accordance with the rules of such
Depository).

"Business Day" means any day other than (i) a Saturday or
Sunday or (ii) a day on which banking institutions in the States
of New York or California are authorized or obligated by law or
executive order to be closed.

"Carryover Interest Distribution Amount" means, with respect
to a Class of Certificates and a Distribution Date, the sum of
(i) any Interest Distribution Amount for such Class distributable
on the preceding Distribution Date but not distributed plus, to
the extent legally permissible, interest accrued on any such
amount during the related Interest Accrual Period at the related
Pass-Through Rate and (ii) any amounts distributable under clause
(i) above or this clause (ii) on the preceding Distribution Date
but not distributed plus, to the extent legally permissible,
interest accrued on any such amount during the related Interest
Accrual Period at the related Pass-Through Rate.

"Certificate Account" means the custodial account or
accounts created and maintained pursuant to Section 6.04.

"Certificate Owner" means, with respect to a Book-Entry
Certificate, the person who is the beneficial owner of the
related Certificate.

"Certificate Principal Balance" of each Class of
Certificates means its Initial Certificate Principal Balance
reduced by all distributions in respect of principal of such
Class.

"Certificate Register" and "Certificate Registrar" mean the
register maintained and the registrar (or any successor thereto)
appointed pursuant to Section 4.02.

"Certificateholder" or "Holder" means the Person in whose
name a Certificate is registered in the Certificate Register,
except that, solely for the purposes of giving any consent,
notice, waiver, request or demand pursuant to this Agreement, any
Certificate registered in the name of the Depositor, the Servicer
or any Affiliate of the Servicer and any Certificate in respect
of which the Depositor, the Servicer or any Affiliate thereof is
the Certificate Owner (as shall be certified to the Trustee upon
its request) shall be deemed not to be outstanding and the
Percentage Interest and Fractional Interest evidenced thereby
shall not be taken into account in determining whether the
requisite amount of Percentage Interests or Fractional Interests
necessary to effect such consent, notice, waiver, request or
demand has been obtained, unless, in the case of (i) the Class A
Certificates, all Class A Certificates are held by such Persons,
(ii) the Class M Certificates, all Class A Certificates and Class
M Certificates are held by such Persons, (iii) the Class B-1
Certificates, all Class A Certificates, Class M Certificates and
Class B-1 Certificates are held by such Persons or (iv) the Class
B-2 Certificates, all Certificates are held by such Persons, or,
in each case, the Certificates of the related Class or Classes
have been fully paid.

"Certificates" means the Class A Certificates, the Class B
Certificates, the Class M Certificates and the Class X
Certificates.

"Class" means all Certificates the form of which is
identical except for variation in denomination, principal amount
or owner or designation of class.

"Class A Certificate Principal Balance" means, at any time,
the Class A Initial Certificate Principal Balance minus the sum
of all amounts previously distributed to the Class A
Certificateholders pursuant to Section 6.01(a)(vi), (a)(vii) and
(a)(xx).

"Class A Certificates" means any one of the Class A-1, Class
A-2, Class A-3, Class A-4 or Class A-R Certificates.

"Class A Distribution Amount" means, with respect to any
Distribution Date, the sum of the Class A-1, Class A-2, Class
A-3, Class A-4 and Class A-R Distribution Amounts.

"Class A Formula Principal Distribution Amount" means, (i)
with respect to any Distribution Date prior to the Cross-over
Date, the entire Formula Principal Distribution Amount, (ii) on
any Distribution Date as to which the Principal Distribution
Tests are not satisfied, the entire Formula Principal
Distribution Amount, or (iii) on any other Distribution Date, the
Class A Percentage of the Formula Principal Distribution Amount.
For any Distribution Date, if the Class A Formula Principal
Distribution Amount exceeds the Class A Certificate Principal
Balance less the Class A Unpaid Certificate Principal Shortfall,
then such amounts will be allocated first to the Class M-1
Formula Principal Distribution Amount, then to the Class M-2
Formula Principal Distribution Amount, then to the Class B-1
Formula Principal Distribution Amount and finally to the Class B-
2 Formula Principal Distribution Amount.

"Class A Initial Certificate Principal Balance" means
$181,878,100.

"Class A Interest Distribution Amount" means, with respect
to any Distribution Date, the sum of the Class A-1, Class A-2,
Class A-3, Class A-4 and Class A-R Interest Distribution Amounts.

"Class A Percentage" means, with respect to any Distribution
Date, the percentage equivalent of a fraction (not to exceed
one), the numerator of which is the Class A Certificate Principal
Balance immediately prior to such Distribution Date and the
denominator of which is the sum of the Class A Certificate
Principal Balance, the Class M Adjusted Certificate Principal
Balance and the Class B Adjusted Certificate Principal Balance,
each immediately prior to such Distribution Date.

"Class A Unpaid Certificate Principal Shortfall" means, with
respect to any Distribution Date, the excess, if any, of all
Formula Principal Distribution Amounts distributable on the Class
A Certificates over the actual amount distributed to the Class A
Certificateholders in respect of Formula Principal Distribution
Amounts.

"Class A-R Certificate" means the Certificate designated
Class A-R, executed and authenticated as provided herein,
substantially in the form set forth in Exhibit F and H.

"Class A-R Certificate Principal Balance" means, at any
time, the Class A-R Initial Certificate Principal Balance minus
the sum of all amounts previously distributed to the Class A-R
Certificateholders pursuant to Section 6.01(a)(vi), (a)(vii)(A)
and (a)(xx).

"Class A-R Distribution Amount" means, with respect to any
Distribution Date, the aggregate amount distributed to the Class
A-R Certificateholders pursuant to Section 6.01(a).

"Class A-R Initial Certificate Principal Balance" means
$100.00.

"Class A-R Pass-Through Rate" means 6.50% per annum.

"Class A-1 Certificate" means any one of the Certificates
designated Class A-1, executed and authenticated as provided
herein, substantially in the form set forth in Exhibits B, D and
I.

"Class A-1 Certificate Principal Balance" means, at any
time, the Class A-1 Initial Certificate Principal Balance minus
the sum of all amounts previously distributed to the Class A-1
Certificateholders pursuant to Section 6.01(a)(vi), (a)(vii)(B)
and (a)(xx).

"Class A-1 Distribution Amount" means, with respect to any
Distribution Date, the aggregate amount distributed to Class A-1
Certificateholders on such Distribution Date pursuant to Section
6.01(a).

"Class A-1 Initial Certificate Principal Balance" means
$59,300,000.00

"Class A-1 Interest Distribution Amount" means, with respect
to any Distribution Date, an amount equal to interest accrued
during the related Interest Accrual Period at the Class A-1 Pass-
Through Rate on the Class A-1 Certificate Principal Balance as of
the immediately preceding Distribution Date (or, in the case of
the first Distribution Date, on the Class A-1 Initial Certificate
Principal Balance).

"Class A-1 Pass-Through Rate" means, with respect to any
Distribution Date, the lesser of (i) One-Month LIBOR, as
determined on the applicable Floating Rate Determination Date,
plus 0.06%, computed on the basis of a 360 day year and the
actual number of days in the applicable Interest Accrual Period
or (ii) the Weighted Average Net Contract Rate for such
Distribution Date.

"Class A-2 Certificate" means any one of the Certificates
designated as Class A-2, executed and authenticated as provided
herein, substantially in the form set forth in Exhibits B, D and
I.

"Class A-2 Certificate Principal Balance" means, at any
time, the Class A-2 Initial Certificate Principal Balance minus
the sum of all amounts previously distributed to the Class A-2
Certificateholders pursuant to Section 6.01(a)(vi), (a)(vii)(C)
and (a)(xx).

"Class A-2 Distribution Amount" means, with respect to any
Distribution Date, the aggregate amount distributed to the Class
A-2 Certificateholders on such Distribution Date pursuant to
Section 6.01(a).

"Class A-2 Initial Certificate Principal Balance" means
$39,600,000.00.

"Class A-2 Interest Distribution Amount" means, with respect
to any Distribution Date, an amount equal to interest accrued
during the related Interest Accrual Period at the Class A-2 Pass-
Through Rate on the Class A-2 Certificate Principal Balance as of
the immediately preceding Distribution Date (or, in the case of
the first Distribution Date, on the Class A-2 Initial Certificate
Principal Balance).

"Class A-2 Pass-Through Rate" means 6.17% per annum.

"Class A-3 Certificate" means any one of the Certificates
designated Class A-3, executed and authenticated as provided
herein, substantially in the form set forth in Exhibits B, D and
I.

"Class A-3 Certificate Principal Balance" means, at any
time, the Class A-3 Initial Certificate Principal Balance minus
the sum of all amounts previously distributed to the Class A-3
Certificateholders pursuant to Section 6.01(a)(vi), (a)(vii)(D)
and (a)(xx).

"Class A-3 Distribution Amount" means, with respect to any
Distribution Date, the aggregate amount distributed to the Class
A-3 Certificateholders on such Distribution Date pursuant to
Section 6.01(a).

"Class A-3 Initial Certificate Principal Balance" means
$29,700,000.00.

"Class A-3 Interest Distribution Amount" means, with respect
to any Distribution Date, an amount equal to interest accrued
during the related Interest Accrual Period at the Class A-3 Pass-
Through Rate on the Class A-3 Certificate Principal Balance as of
the immediately preceding Distribution Date (or, in the case of
the first Distribution Date, on the Class A-3 Initial Certificate
Principal Balance).

"Class A-3 Pass-Through Rate" means 6.20% per annum.

"Class A-4 Certificate" means any one of the Certificates
designated Class A-4, executed and authenticated as provided
herein, substantially in the form set forth in Exhibits B, D and
I.

"Class A-4 Certificate Principal Balance" means, at any
time, the Class A-4 Initial Certificate Principal Balance minus
the sum of all amounts previously distributed to the Class A-4
Certificateholders pursuant to Section 6.01(a)(vi),
6.01(a)(vii)(E) and (a)(xx).

"Class A-4 Distribution Amount" means, with respect to any
Distribution Date, the aggregate amount distributed to the Class
A-4 Certificateholders on such Distribution Date pursuant to
Section 6.01(a).

"Class A-4 Initial Certificate Principal Balance" means
$53,278,000.00.

"Class A-4 Interest Distribution Amount" means, with respect
to any Distribution Date, an amount equal to interest accrued
during the related Interest Accrual Period at the Class A-4 Pass-
Through Rate on the Class A-4 Certificate Principal Balance as of
the immediately preceding Distribution Date (or, in the case of
the first Distribution Date, on the Class A-4 Initial Certificate
Principal Balance).

"Class A-4 Pass-Through Rate" means, with respect to any
Distribution Date, the lesser of (i) 6.64% per annum and (ii) the
Weighted Average Net Contract Rate.

"Class B Adjusted Certificate Principal Balance" means, at
any time, the sum of the Class B-1 Adjusted Certificate Principal
Balance and the Class B-2 Adjusted Certificate Principal Balance.

"Class B Certificate" means any one of the Class B-1 or
Class B-2 Certificates.

"Class B Certificate Principal Balance" means, at any time,
the sum of the Class B-1 Certificate Principal Balance and the
Class B-2 Certificate Principal Balance.

"Class B Initial Certificate Principal Balance" means
$20,081,900.00.

"Class B Percentage" means, for any Distribution Date, the
percentage derived from the fraction (which shall not be greater
than one), the numerator of which is the Class B Adjusted
Certificate Principal Balance immediately prior to such
Distribution Date and the denominator of which is the sum of the
Class A Certificate Principal Balance, the Class M Adjusted
Certificate Principal Balance and the Class B Adjusted
Certificate Principal Balance, each immediately prior to such
Distribution Date.

"Class B-1 Adjusted Certificate Principal Balance" means,
with respect to any Distribution Date, the Class B-1 Certificate
Principal Balance as of such Distribution Date minus the Class
B-1 Liquidation Loss Amount, if any.

"Class B-1 Certificate" means any one of the Certificates
designated Class B-1, executed and authenticated as provided
herein, substantially in the form set forth in Exhibits C, D and
I.

"Class B-1 Certificate Principal Balance" means, at any
time, the Class B-1 Initial Certificate Principal Balance minus
the sum of all amounts previously distributed to the Class B-1
Certificateholders pursuant to Section 6.01(a)(xv) and (a)(xvi).

"Class B-1 Distribution Amount" means, with respect to any
Distribution Date, the aggregate amount distributed to the Class
B-1 Certificateholders on such Distribution Date pursuant to
Section 6.01(a).

"Class B-1 Formula Principal Distribution Amount" means (i)
with respect to any Distribution Date as of which the Class A
Certificate Principal Balance and the Class M Certificate
Principal Balance have not been reduced to zero and prior to the
Cross-over Date, zero, (ii) on any Distribution Date as to which
the Principal Distribution Tests are not satisfied and the Class
A Certificate Principal Balance and the Class M Certificate
Principal Balance have not been reduced to zero, zero, (iii) on
any Distribution Date as to which the Principal Distribution
Tests are not satisfied and the Class A Certificate Principal
Balance and the Class M Certificate Principal Balance have been
reduced to zero, the entire Formula Principal Distribution
Amount, or (iv) on any other Distribution Date, the Class B
Percentage of the Formula Principal Distribution Amount. For any
Distribution Date, if the Class B-1 Formula Principal
Distribution Amount exceeds the Class B-1 Certificate Principal
Balance less the Class B-1 Unpaid Certificate Principal
Shortfall, then such amounts will be allocated to the Class B-2
Formula Principal Distribution Amount.

"Class B-1 Initial Certificate Principal Balance" means
$9,754,000.00.

"Class B-1 Interest Distribution Amount" means, with respect
to any Distribution Date, an amount equal to interest accrued
during the related Interest Accrual Period at the Class B-1
Pass-Through Rate on the Class B-1 Adjusted Certificate Principal
Balance as of the immediately preceding Distribution Date (or, in
the case of the first Distribution Date, on the Class B-1 Initial
Certificate Principal Balance).

"Class B-1 Liquidation Loss Amount" means, with respect to
any Distribution Date, the lesser of (i) the amount, if any, by
which the sum of the Class A, Class M and Class B-1 Certificate
Principal Balances exceeds the Pool Balance and (ii) the Class
B-1 Certificate Principal Balance, in each case after giving
effect to all distributions of principal made on such
Distribution Date.

"Class B-1 Liquidation Loss Interest Amount" means, with
respect to any Distribution Date, interest accrued during the
related Interest Accrual Period at the Class B-1 Pass-Through
Rate on the Class B-1 Liquidation Loss Amount, if any, for the
immediately preceding Distribution Date.

"Class B-1 Pass-Through Rate" means, with respect to any
Distribution Date, the lesser of (i) 7.36% per annum and (ii) the
Weighted Average Net Contract Rate.

"Class B-1 Unpaid Certificate Principal Shortfall" means,
with respect to any Distribution Date, the excess, if any, of all
Formula Principal Distribution Amounts distributable on the Class
B-1 Certificates over the actual amount distributed to the Class
B-1 Certificateholders in respect of Formula Principal
Distribution Amounts.

"Class B-1 Unpaid Liquidation Loss Interest Shortfall"
means, with respect to any Distribution Date, the sum of (i) any
Liquidation Loss Interest Amount distributable on the preceding
Distribution Date but not distributed plus, to the extent legally
permissible, interest accrued on any such amount during the
related Interest Accrual Period at the Class B-1 Pass-Through
Rate and (ii) any amounts distributable under clause (i) above or
this clause (ii) on the preceding Distribution Date but not
distributed plus, to the extent legally permissible, interest
accrued on any such amount during the related Interest Accrual
Period at the Class B-1 Pass-Through Rate.

"Class B-2 Adjusted Certificate Principal Balance" means, as
of any Distribution Date, the Class B-2 Certificate Principal
Balance as of such Distribution Date minus the Class B-2
Liquidation Loss Amount, if any.

"Class B-2 Certificate" means any one of the Certificates
designated Class B-2, executed and authenticated as provided
herein, substantially in the form set forth in Exhibits C, D and
I.

"Class B-2 Certificate Principal Balance" means, at any
time, the Class B-2 Initial Certificate Principal Balance minus
the sum of all amounts previously distributed to the Class B-2
Certificateholders pursuant to Section 6.01(a)(viii) and
(a)(xix).

"Class B-2 Distribution Amount" means, with respect to any
Distribution Date, the aggregate amount distributed to the Class
B-2 Certificateholders on such Distribution Date pursuant to
Section 6.01(a).

"Class B-2 Floor Amount" means, with respect to a
Distribution Date (i) 1.50% of the Cut-off Date Pool Balance, if
the Class A Certificate Principal Balance, the Class M
Certificate Principal Balance and the Class B-1 Certificate
Principal Balance have not been reduced to zero prior to such
Distribution Date, and (ii) zero, if the Class A Certificate
Principal Balance, the Class M Certificate Principal Balance and
the Class B-1 Certificate Principal Balance have been reduced to
zero prior to such Distribution Date.

"Class B-2 Formula Principal Distribution Amount" means,
with respect to any Distribution Date, the Formula Principal
Distribution Amount less the sum of the Class A, Class M-1,
Class M-2 and Class B-1 Formula Principal Distribution Amounts.
If the Class A and Class M Certificate Principal Balances have
not been reduced to zero on or before a Distribution Date, then
amounts otherwise allocable as Class B-2 Formula Principal
Distribution Amounts shall be allocated first to the Class M-2
Formula Principal Distribution Amount, then to the Class M-1
Formula Principal Distribution Amount and then to the Class A
Formula Principal Distribution Amount, to the extent that
allocation of such amounts to the Class B-2 Formula Principal
Distribution Amount would reduce the Class B-2 Certificate
Principal Balance below the Class B-2 Floor Amount.

"Class B-2 Initial Certificate Principal Balance" means
$10,327,900.00.

"Class B-2 Interest Distribution Amount" means, with respect
to any Distribution Date, an amount equal to interest accrued
during the related Interest Accrual Period at the Class B-2
Pass-Through Rate on the Class B-2 Adjusted Certificate Principal
Balance as of the immediately preceding Distribution Date (or, in
the case of the first Distribution Date, on the Class B-2 Initial
Certificate Principal Balance).

"Class B-2 Liquidation Loss Amount" means, with respect to
any Distribution Date, the lesser of (i) the amount, if any, by
which the sum of the Class A, Class M-1, Class M-2, Class B-1 and
Class B-2 Certificate Principal Balances exceeds the Pool Balance
and (ii) the Class B-2 Certificate Principal Balance, in each
case after giving effect to all distributions of principal made
on such Distribution Date.

"Class B-2 Liquidation Loss Interest Amount" means, with
respect to any Distribution Date, interest accrued during the
related Interest Accrual Period at the Class B-2 Pass-Through
Rate on the Class B-2 Liquidation Loss Amount, if any, for the
immediately preceding Distribution Date.

"Class B-2 Pass-Through Rate" means, with respect to any
Distribution Date, the lesser of (i) 8.68% per annum and (ii) the
Weighted Average Net Contract Rate.

"Class B-2 Unpaid Certificate Principal Shortfall" means,
with respect to any Distribution Date, the excess, if any, of all
Formula Principal Distribution Amounts distributable on the Class
B-2 Certificates over the actual amount distributed to the Class
B-2 Certificateholders in respect of Formula Principal
Distribution Amounts.

"Class B-2 Unpaid Liquidation Loss Interest Shortfall"
means, with respect to any Distribution Date, the sum of (i) any
Liquidation Loss Interest Amount distributable on the preceding
Distribution Date but not distributed plus, to the extent legally
permissible, interest accrued on any such amount during the
related Interest Accrual Period at the Class B-2 Pass-Through
Rate and (ii) any amounts distributable under clause (i) above or
this clause (ii) on the preceding Distribution Date but not
distributed plus, to the extent legally permissible, interest
accrued on any such amount during the related Interest Accrual
Period at the Class B-2 Pass-Through Rate.

"Class M Adjusted Certificate Principal Balance" means, with
respect to any Distribution Date, the sum of the Class M-1
Adjusted Certificate Principal Balance and the Class M-2 Adjusted
Certificate Principal Balance as of such Distribution Date.

"Class M Certificate" means any one of the Class M-1 or
Class M-2 Certificates.

"Class M Certificate Principal Balance" means, at any time,
the sum of the Class M-1 Certificate Principal Balance and the
Class M-2 Certificate Principal Balance.

"Class M-1 Adjusted Certificate Principal Balance" means,
with respect to any Distribution Date, the Class M-1 Certificate
Principal Balance as of such Distribution Date minus the Class M-
1 Liquidation Loss Amount, if any.

"Class M-1 Certificate" means any one of the Certificates
designated Class M-1, executed and authenticated as provided
herein, substantially in the form set forth in Exhibits E and I.

"Class M-1 Certificate Principal Balance" means, at any
time, the Class M-1 Initial Certificate Principal Balance minus
the sum of all amounts previously distributed to the Class M-1
Certificateholders pursuant to Section 6.01(a)(ix) and (a)(x).

"Class M-1 Distribution Amount" means, with respect to any
Distribution Date, the aggregate amount distributed to the
Class M-1 Certificateholders on such Distribution Date pursuant
to Section 6.01(a).

"Class M-1 Formula Principal Distribution Amount" means, (i)
with respect to any Distribution Date as to which the Class A
Certificate Principal Balance has not been reduced to zero and
prior to the Cross-over Date, zero, (ii) on any Distribution Date
as to which the Principal Distribution Tests are not satisfied
and the Class A Certificate Principal Balance has not been
reduced to zero, zero, (iii) on any Distribution Date as to which
the Principal Distribution Tests are not satisfied and the Class
A Certificate Principal Balance has been reduced to zero, the
Formula Principal Distribution Amount or (iv) on any other
Distribution Date, the Class M-1 Percentage of the Formula
Principal Distribution Amount. For any Distribution Date, if the
Class M-1 Formula Principal Distribution Amount exceeds the
Class M-1 Certificate Principal Balance less the Class M-1 Unpaid
Certificate Principal Shortfall, then such amounts will be
allocated first to the Class M-2 Formula Principal Distribution
Amount, then to the Class B-1 Formula Principal Distribution
Amount and then to the Class B-2 Formula Principal Distribution
Amount.

"Class M-1 Initial Certificate Principal Balance" means
$18,360,000.00.

"Class M-1 Interest Distribution Amount" means, with respect
to any Distribution Date, an amount equal to interest accrued
during the related Interest Accrual Period at the Class M-1
Pass-Through Rate on the Class M-1 Adjusted Certificate Principal
Balance as of the immediately preceding Distribution Date (or, in
the case of the first Distribution Date, on the Class M-1 Initial
Certificate Principal Balance).

"Class M-1 Liquidation Loss Amount" means, with respect to
any Distribution Date, the lesser of (i) the amount, if any, by
which the sum of the Class A and Class M-1 Certificate Principal
Balances exceeds the Pool Balance and (ii) the Class M-1
Certificate Principal Balance, in each case after giving effect
to all distributions of principal made on such Distribution Date.

"Class M-1 Liquidation Loss Interest Amount" means, with
respect to any Distribution Date, interest accrued during the
related Interest Accrual Period at the Class M-1 Pass-Through
Rate on the Class M-1 Liquidation Loss Amount, if any, for the
immediately preceding Distribution Date.

"Class M-1 Pass-Through Rate" means, with respect to any
Distribution Date, the lesser of (i) 6.78% per annum and (ii) the
Weighted Average Net Contract Rate.

"Class M-1 Percentage" means, for any Distribution Date, the
percentage derived from the fraction (which shall not be greater
than one), the numerator of which is the Class M-1 Adjusted
Certificate Principal Balance immediately prior to such
Distribution Date and the denominator of which is the sum of the
Class A Certificate Principal Balance, the Class M Adjusted
Certificate Principal Balance and the Class B Adjusted
Certificate Principal Balance, each immediately prior to such
Distribution Date.

"Class M-1 Unpaid Certificate Principal Shortfall" means,
with respect to any Distribution Date, the excess, if any, of all
Formula Principal Distribution Amounts distributable on the
Class M-1 Certificates over the actual amount distributed to the
Class M-1 Certificates in respect of Formula Principal
Distribution Amounts.

"Class M-1 Unpaid Liquidation Loss Interest Shortfall"
means, with respect to any Distribution Date, the sum of (i) any
Liquidation Loss Interest Amount distributable on the preceding
Distribution Date but not distributed plus, to the extent legally
permissible, interest accrued on any such amount during the
related Interest Accrual Period at the Class M-1 Pass-Through
Rate and (ii) any amounts distributable under clause (i) above or
this clause (ii) on the preceding Distribution Date but not
distributed plus, to the extent legally permissible, interest
accrued on any such amount during the related Interest Accrual
Period at the Class M-1 Pass-Through Rate.

"Class M-2 Adjusted Certificate Principal Balance" means,
with respect to any Distribution Date, the Class M-2 Certificate
Principal Balance as of such Distribution Date minus the Class M-
2 Liquidation Loss Amount, if any.

"Class M-2 Certificate" means any one of the Certificates
designated Class M-2, executed and authenticated as provided
herein, substantially in the form set forth in Exhibits E and I.

"Class M-2 Certificate Principal Balance" means, at any
time, the Class M-2 Initial Certificate Principal Balance minus
the sum of all amounts previously distributed to the Class M-2
Certificateholders pursuant to Section 6.01(a)(xii) and
(a)(xiii).

"Class M-2 Distribution Amount" means, with respect to any
Distribution Date, the aggregate amount distributed to the Class
M-2 Certificateholders on such Distribution Date pursuant to
Section 6.01(a).

"Class M-2 Formula Principal Distribution Amount" means, (i)
with respect to any Distribution Date as to which the Class A
Certificate Principal Balance and the Class M-1 Certificate
Principal Balance have not been reduced to zero and prior to the
Cross-over Date, zero, (ii) on any Distribution Date as to which
the Principal Distribution Tests are not satisfied and the Class
A Certificate Principal Balance and the Class M-1 Certificate
Principal Balance have not been reduced to zero, zero, (iii) on
any Distribution Date as to which the Principal Distribution
Tests are not satisfied and the Class A Certificate Principal
Balance and the Class M-1 Certificate Principal Balance have been
reduced to zero, the Formula Principal Distribution Amount or
(iv) on any other Distribution Date, the Class M-2 Percentage of
the Formula Principal Distribution Amount. For any Distribution
Date, if the Class M-2 Formula Principal Distribution Amount
exceeds the Class M-2 Certificate Principal Balance less the
Class M-2 Unpaid Certificate Principal Shortfall, then such
amounts will be allocated first to the Class B-1 Formula
Principal Distribution Amount and then to the Class B-2 Formula
Principal Distribution Amount.

"Class M-2 Initial Certificate Principal Balance" means
$9,180,000.00.

"Class M-2 Interest Distribution Amount" means, with respect
to any Distribution Date, an amount equal to interest accrued
during the related Interest Accrual Period at the Class M-2
Pass-Through Rate on the Class M-2 Adjusted Certificate Principal
Balance as of the immediately preceding Distribution Date (or, in
the case of the first Distribution Date, on the Class M-2 Initial
Certificate Principal Balance).

"Class M-2 Liquidation Loss Amount" means, with respect to
any Distribution Date, the lesser of (i) the amount, if any, by
which the sum of the Class A, Class M-1 and Class M-2 Certificate
Principal Balances exceeds the Pool Balance and (ii) the Class M-
2 Certificate Principal Balance, in each case after giving effect
to all distributions of principal made on such Distribution Date.

"Class M-2 Liquidation Loss Interest Amount" means, with
respect to any Distribution Date, interest accrued during the
related Interest Accrual Period at the Class M-2 Pass-Through
Rate on the Class M-2 Liquidation Loss Amount, if any, for the
immediately preceding Distribution Date.

"Class M-2 Pass-Through Rate" means, with respect to any
Distribution Date, the lesser of (i) 7.07% per annum and (ii) the
Weighted Average Net Contract Rate.

"Class M-2 Percentage" means, for any Distribution Date, the
percentage derived from the fraction (which shall not be greater
than one), the numerator of which is the Class M-2 Adjusted
Certificate Principal Balance immediately prior to such
Distribution Date and the denominator of which is the sum of the
Class A Certificate Principal Balance, the Class M Adjusted
Certificate Principal Balance and the Class B Adjusted
Certificate Principal Balance, each immediately prior to such
Distribution Date.

"Class M-2 Unpaid Certificate Principal Shortfall" means,
with respect to any Distribution Date, the excess, if any, of all
Formula Principal Distribution Amounts distributable on the Class
M-2 Certificates over the actual amount distributed to the Class
M-2 Certificates in respect of Formula Principal Distribution Amounts.

"Class M-2 Unpaid Liquidation Loss Interest Shortfall"
means, with respect to any Distribution Date, the sum of (i) any
Liquidation Loss Interest Amount distributable on the preceding
Distribution Date but not distributed plus, to the extent legally
permissible, interest accrued on any such amount during the
related Interest Accrual Period at the Class M-2 Pass-Through
Rate and (ii) any amounts distributable under clause (i) above or
this clause (ii) on the preceding Distribution Date but not
distributed plus, to the extent legally permissible, interest
accrued on any such amount during the related Interest Accrual
Period at the Class M-2 Pass-Through Rate.

"Class X Certificates" means any one of the Certificates
designated Class X, executed and authenticated as provided
herein, substantially in the form set forth in Exhibits G, H and
I.

"Class X Components" means each of the separate notional
balance classes treated as "regular interests" and defined in
Section 10.12(g).

"Class X Distribution Amount" means, with respect to any
Distribution Date, the aggregate amount distributed to the
Class X Certificateholders on such Distribution Date pursuant to
Section 6.01(a)(xxi).

"Class X Strip Amount" shall have the meaning specified in
Section 10.12(g).

"Closing Date" means July 16, 1998.

"Code" means The Internal Revenue Code of 1986, as amended.

"Collection Account" means the custodial account or accounts
created and maintained pursuant to Section 6.04.

"Computer Tape" means the computer tape generated by the
Seller that provides information relating to the Contracts.

"Contract File" means, with respect to (1) each Contract
that is not a Land Home Contract, (i) the original copy of the
Contract; (ii) in the case of a Contract not originated by
IndyMac or an Affiliate thereof, the assignment of the related
Contract from the originator to IndyMac or such Affiliate; and
(iii) any extension, modification or waiver agreement(s), and
(2) each Land Home Contract, (i) the original copy of the
Contract; (ii) the related Mortgage with evidence of recording
thereon; (iii) an assignment in recordable form of the Mortgage
to the Trustee (which may be a blanket assignment if permitted in
the applicable jurisdiction); (iv) in the case of a Contract not
originated by IndyMac or an Affiliate thereof, the assignment of
the related Contract from the originator to IndyMac or such
Affiliate; (v) if applicable, the power of attorney granted to
the Trustee; and (vi) any extension, modification or waiver
agreement(s).

"Contract Pool" means the pool of Contracts held in the
Trust Fund.

"Contract Principal Balance" means, with respect to any
Contract and any date of determination, the unpaid principal
balance of such Contract as of such date of determination,
computed on the basis of the simple interest method or the
actuarial method, as the case may be.

"Contract Schedule" means the list identifying each Contract
constituting part of the corpus of the Trust Fund, which list is
attached hereto as Exhibit A, and which identifies each Contract
by contract number and name of the Obligor and sets forth the
Contract Principal Balance of each Contract as of the Cut-off
Date.

"Contracts" means the manufactured housing installment sales
contracts and installment loan agreements described in the
Contract Schedule and constituting part of the Trust Fund, which
Contracts are to be sold and assigned by the Depositor to the
Trustee and which are the subject of this Agreement.

"Corporate Trust Office" means the principal office of the
Trustee at which at any particular time its corporate business
shall be administered, which office at the date of execution of
this Agreement is located at 101 Barclay Street, New York, New
York 10286, Attention: Corporate Trust - MBS Administration.

"Cross-over Date" means the later to occur of (i) the
February 2003 Distribution Date and (ii) the first Distribution
Date as of which the percentage equivalent of a fraction (which
shall not be greater than one) the numerator of which is the
aggregate Adjusted Certificate Principal Balance of the
Subordinate Certificates plus the Current Overcollateralization
Amount for such Distribution Date and the denominator of which is
the Pool Balance on such Distribution Date, equals or exceeds
1.75 times the percentage equivalent of a fraction (which shall
not be greater than one) the numerator of which is the aggregate
Initial Certificate Principal Balance of the Subordinate
Certificates and the denominator of which is the Cut-off Date
Pool Balance.

"Cumulative Realized Loss Test" means, with respect to any
Distribution Date, the following:

(i) if such Distribution Date occurs between February
2003 and July 2004, the Cumulative Realized Loss Test will
be satisfied if Cumulative Realized Losses as of such
Distribution Date are less than or equal to 7.00% of the
Cut-off Date Pool Balance;

(ii) if such Distribution Date occurs between August
2004 and July 2005, the Cumulative Realized Loss Test will
be satisfied if Cumulative Realized Losses as of such
Distribution Date are less than or equal to 8.00% of the
Cut-off Date Pool Balance; and

(iii) if such Distribution Date occurs after July
2005, the Cumulative Realized Loss Test will be satisfied if
Cumulative Realized Losses as of such Distribution Date are
less than or equal to 9.00% of the Cut-off Date Pool
Balance;

"Cumulative Realized Losses" means, with respect to any
Distribution Date, the sum of Realized Losses with respect to
such Distribution Date and each preceding Distribution Date.

"Current Overcollateralization Amount" means, with respect
to any Distribution Date, the positive difference, if any,
between the Pool Balance and the sum of the Certificate Principal
Balances of all then-outstanding Classes of Certificates.

"Current Realized Loss Ratio" means, with respect to any
Distribution Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Realized Losses as of such
Distribution Date and each of the two immediately preceding
Distribution Dates, multiplied by four, and the denominator of
which is the arithmetic average of the Pool Balance as of the
third preceding Distribution Date and the Pool Balance as of such
Distribution Date.

"Cut-off Date" means July 1, 1998.

"Cut-off Date Pool Balance" means $229,500,000.00.

"Definitive Certificates" shall have the meaning specified
in Section 4.03(b).

"Deposit Date" means, with respect to any Distribution Date,
the Business Day immediately preceding such Distribution Date.

"Depositor" means Asset Backed Securities Corporation, or
its successor in interest or any successor under this Agreement
appointed as herein provided.

"Depository" means DTC, the nominee of which is Cede & Co.,
as the registered Holder of the Book-Entry Certificates, and its
successors. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York.

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

"Determination Date" means, with respect to any Distribution
Date, the third Business Day preceding such Distribution Date.

"Distribution Date" means the twenty-fifth day of any month,
or if such day is not a Business Day, the first Business Day
immediately succeeding such day, commencing August 25, 1998.

"DTC" means The Depository Trust Company, and its
successors.

"Due Date" means, with respect to any Contract, the day of
the month specified in such Contract on which each Monthly
Payment is due, exclusive of any grace period.

"Due Period" means, with respect to a Distribution Date, the
calendar month immediately preceding the month in which such
Distribution Date occurs.

"Electronic Ledger" means the electronic master record of
the Seller's manufactured housing installment sales contracts and
installment loan agreements clearly identifying each Contract
that is part of the Trust Fund.

"Eligible Account" means an account that is either (i)
maintained with a depository institution organized under the laws
of the United States or any state, the deposits of which are
insured by the Federal Deposit Insurance Corporation to the
fullest extent permitted by law, (a) the long-term deposit rating
or the long-term unsecured debt obligations of which (or in the
case of the principal bank in a bank holding company system, the
long-term unsecured debt obligations of such bank holding
company) have received from each Rating Agency one of its two
highest long term ratings, (b) the short-term unsecured debt
obligations of which are rated in the highest short-term rating
category by the Rating Agencies or (c) the short term deposits or
commercial paper of which is rated A-1 by Standard & Poor's and,
if rated by Fitch, F-1 by Fitch, (ii) a trust account maintained
with the Trustee in its corporate trust department in which the
funds are either uninvested or invested solely in Eligible
Investments or (iii) otherwise acceptable to each Rating Agency,
as evidenced by a letter from such Rating Agency, without a
reduction or withdrawal of the rating of any Rated Certificates.

"Eligible Investments" means one or more of the following:

(i) obligations of, or guaranteed as to timely
payments of principal and interest by, the United States or
any agency or instrumentality thereof, which obligations are
backed by the full faith and credit of the United States;

(ii) repurchase agreements on obligations specified in
clause (i) maturing not more than one month from the date of
acquisition thereof, provided that the long-term unsecured
obligations of the party agreeing to repurchase such
obligations are at the time rated by each Rating Agency in
one of its two highest long term rating categories; and
provided further that the short-term debt obligations of
such party shall be rated A-1+ by Standard & Poor's and, if
rated by Fitch, F-1+ by Fitch;

(iii) federal funds, certificates of deposit, time
deposits and bankers' acceptances, each of which shall not
have an original maturity of more than 90 days, of any
depository institution or trust company incorporated under
the laws of the United States or any State (including those
of the Trustee or its Affiliates); provided that the
short-term obligations of such depository institution or
trust company shall have received the highest rating by the
Rating Agencies;

(iv) commercial paper (having original maturities of
not more than 270 days) of any corporation incorporated
under the laws of the United States or any State; provided
that such commercial paper shall be rated A-1+ by Standard &
Poor's and, if rated by Fitch, F-1+ by Fitch;

(v) any money market or common trust fund rated in the
highest rating category by Standard & Poor's and acceptable
to Fitch (including funds as to which the Trustee may act as
sponsor, manager, advisor or depository); and

(vi) other obligations or securities that are
acceptable as an Eligible Investment to each Rating Agency,
as evidenced by a letter from such Rating Agency, and will
not result in a reduction in or withdrawal of the rating of
any Rated Certificates;

provided, however, that no instrument shall be an Eligible
Investment if such instrument evidences a right to receive only
interest payments with respect to the obligations underlying such
instrument; provided further, that no instrument shall be an
Eligible Investment unless such instrument matures on or before
the Deposit Date next succeeding the date of investment.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

"Event of Default" means any of the events described in
Section 9.01.

"Extension Fee" means any extension fee paid by the Obligor
on a Contract.

"Final Scheduled Distribution Date" means in the case of the
(i) Class A-1 Certificates, the March 2007 Distribution Date,
(ii) Class A-2 Certificates, the December 2011 Distribution Date,
(iii) Class A-3 Certificates, the September 2017 Distribution
Date, (iv) Class A-4 Certificates, the December 2027 Distribution
Date, (v) Class A-R Certificates, the August 2029 Distribution
Date, (vi) Class M-1 Certificates, the August 2029 Distribution
Date, (vii) Class M-2 Certificates, the August 2029 Distribution
Date, (viii) Class B-1 Certificates, the August 2029 Distribution
Date and (ix) Class B-2 Certificates, the August 2029
Distribution Date.

"Fitch" means Fitch IBCA, Inc., and its successors.

"Floating Rate Determination Date" means, with respect to
any Distribution Date, the second London Banking Day prior to the
commencement of the related Interest Accrual Period.

"Formula Principal Distribution Amount" means, with respect
to any Distribution Date, (a) the sum of the following amounts
with respect to the related Due Period, computed, with respect to
Actuarial Contracts, in accordance with the actuarial method and
with respect to Simple Interest Contracts, in accordance with the
simple interest method, (i) the principal components of all
Monthly Payments received during the related Due Period on the
Contracts that were Outstanding on the first day of such Due
Period, to the extent not duplicative with amounts described in
clauses (ii) through (iv), and not including any Monthly Payments
received on Liquidated Contracts or Repurchased Contracts; (ii)
the amounts of all Principal Prepayments received by the Servicer
on the Contracts during the related Prepayment Period; (iii) with
respect to any Contract that became a Liquidated Contract during
the related Prepayment Period, the Contract Principal Balance
thereof on the date of liquidation thereof (determined without
giving effect to such liquidation); and (iv) with respect to any
Contract that became a Repurchased Contract during the related
Prepayment Period, the Contract Principal Balance thereof on the
date of purchase or repurchase thereof (determined without giving
effect to such purchase or repurchase); less (b) the
Overcollateralization Reduction Amount, if any, for such
Distribution Date.

"Fractional Interest" means, with respect to any Certificate
of any Class, the product of (i) the Percentage Interest
evidenced by such Certificate multiplied by (ii) the amount
derived from dividing the Certificate Principal Balance of such
Class by the sum of the Certificate Principal Balances of
Certificates of all Classes. For purposes of the foregoing, the
Class A-R and Class X Certificates will have a Certificate
Principal Balance of zero.

"Hazard Insurance Policy" means, with respect to each
Contract, the policy of fire and extended coverage insurance
required to be maintained for the related Manufactured Home
pursuant to Section 5.07, which may be a blanket insurance policy
maintained by the Servicer.

"IndyMac" means IndyMac, Inc., and its successors.

"IndyMac Initial Contracts" has the meaning set forth in the
Prospectus Supplement, dated July 10, 1998, related to the Class
A, Class M and Class B-1 Certificates.

"Initial APR" has the meaning set forth in Section 3.02(n).

"Initial Period" means, with respect to each Step-Up Rate
Contract, the first twelve months of such Contract.

"Interest Accrual Period" means, with respect to each
Distribution Date, (i) for the Class A-1 Certificates, the period
commencing on the 25th day of the preceding month through the
24th day of the month in which such Distribution Date occurs
(except that the first Interest Accrual Period for the Class A-1
Certificates will be the period from the Closing Date through
August 24, 1998) and (ii) for all other Classes of Certificates,
the calendar month preceding the month in which the Distribution
Date occurs. Interest on the Certificates other than the Class
A-1 Certificates shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. Interest on the Class A-1
Certificates shall be computed on the basis of a 360-day year and
the actual number of days in the applicable Interest Accrual
Period.

"Interest Deficiency Amount" means, with respect to the
Class M-1 Certificates, the Class M-2 Certificates, the Class B-1
Certificates or the Class B-2 Certificates and any Distribution
Date, the sum of any of the Interest Distribution Amount,
Carryover Interest Distribution Amount, Liquidation Loss Interest
Amount and Unpaid Liquidation Loss Interest Shortfall for such
Class remaining unpaid after application of the Available
Distribution Amount in accordance with Section 6.01(a).

"Interest Deficiency Withdrawal" means, with respect to any
Distribution Date and the:

(i) Class M-1 Certificates, the lesser of (A) the
applicable Interest Deficiency Amount, (B) the positive
difference, if any, between $311,202.00 and the sum of all
previous Interest Deficiency Withdrawals made with respect
to the Class M-1 Certificates and (C) the amount remaining
on deposit in the Collection Account after withdrawal of the
Available Distribution Amount;

(ii) Class M-2 Certificates, the lesser of (A) the
applicable Interest Deficiency Amount, (B) the positive
difference, if any, between $162,256.50 and the sum of all
previous Interest Deficiency Withdrawals made with respect
to the Class M-2 Certificates and (C) the amount remaining
on deposit in the Collection Account after making the Class
M-1 Interest Deficiency Withdrawal;

(iii) Class B-1 Certificates, the lesser of (A) the
applicable Interest Deficiency Amount, (B) the positive
difference, if any, between $179,473.60 and the sum of all
previous Interest Deficiency Withdrawals made with respect
to the Class B-1 Certificates and (C) the amount remaining
on deposit in the Collection Account after making the Class
M-2 Interest Deficiency Withdrawal; and

(iv) Class B-2 Certificates, the lesser of (A) the
applicable Interest Deficiency Amount, (B) the positive
difference, if any, between $224,115.43 and the sum of all
previous Interest Deficiency Withdrawals made with respect
to the Class B-2 Certificates and (C) the amount remaining
on deposit in the Collection Account after making the Class
B-1 Interest Deficiency Withdrawal.

"Interest Distribution Amount" means, with respect to a
Class of Certificates (other than the Class X Certificates) and a
Distribution Date, the amount of interest accrued during the
related Interest Accrual Period at the related Pass-Through Rate
on, in the case of a Class A Certificate, the Certificate
Principal Balance of such Class of Certificates and, in the case
of a Class of Subordinate Certificates, the Adjusted Certificate
Principal Balance of such Class of Subordinate Certificates.

"Issuing REMIC" shall have the meaning set forth in Section
10.12(a).

"Land Home Contract" means a Contract that is secured, or
intended to be secured, by a lien on the real estate on which the
related Manufactured Home is located.

"Late Payment Fees" means any late payment fees paid by
Obligors on Contracts, determined in accordance with the terms
thereof.

"Latest Possible Maturity Date" means the 396th Distribution
Date.

"Lien" means any lien, claim, charge, security interest or
other encumbrance.

"Liquidated Contract" means any defaulted Contract as to
which the Servicer has determined that all amounts it expects to
recover from or on account of such Contract have been recovered;
provided that any defaulted Contract in respect of which the
related Manufactured Home and, in the case of Land Home
Contracts, Mortgaged Property have been realized upon and
disposed of and the proceeds of such disposition have been
received shall be deemed to be a Liquidated Contract.

"Liquidation Expenses" means all reasonable out-of-pocket
expenses (exclusive of overhead expenses) incurred by the
Servicer in connection with the liquidation of any defaulted
Contract, on or prior to the date on which the related
Manufactured Home and, in the case of Land Home Contracts,
Mortgaged Property are disposed of, including, without
limitation, reasonable legal fees and expenses, any unreimbursed
amount expended by the Servicer pursuant to Section 5.06 or 5.11
(to the extent such amount is reimbursable pursuant to Section
5.06 or 5.08, as the case may be) respecting such Contract and
any unreimbursed expenditures for property taxes or for property
restoration or preservation that are related to such liquidation.

"Liquidation Loss Amount" means, with respect to each
Distribution Date, the amount, if any, by which (i) the aggregate
Certificate Principal Balance of all the Certificates, after all
distributions have been made on such Distribution Date, exceeds
(ii) the Pool Balance.

"Liquidation Loss Interest Amount" means, with respect to a
Class of Subordinate Certificates and a Distribution Date,
interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the Liquidation Loss Amount for
such Class as of the immediately preceding Distribution Date.

"Liquidation Proceeds" means cash (including insurance
proceeds other than those applied to the restoration of the
related Manufactured Home or released to the related Obligor in
accordance with the normal servicing procedures of the Servicer)
received in connection with the liquidation of defaulted
Contracts, whether through repossession or otherwise.

"Loan-to-Value Ratio" means, with respect to any Contract,
the fraction, expressed as a percentage, the numerator of which
is the original principal balance of such Contract, and the
denominator of which is the Value of such Contract.

"London Banking Day" means any day on which commercial banks
are open for business and foreign currency deposits are
transacted in the London interbank market.

"Manufactured Home" means a unit of manufactured housing
that meets the requirements of Section 25(e)(10) of the Code,
including all accessions thereto, securing the indebtedness of
the Obligor under a Contract.

"Monthly Payment" means, with respect to any Contract, the
amount of each monthly payment payable by the related Obligor in
accordance with the terms thereof without giving effect to any
adjustments by reason of bankruptcy or similar proceedings or any
waiver, extension or grace period.

"Monthly Report" means the monthly report described in
Section 7.01.

"Monthly Servicing Fee" means, as of any Distribution Date,
an amount (which shall not be less than zero) equal to
one-twelfth of 1.00% (or, in the case of a successor Servicer
engaged at any time after IndyMac is no longer the Servicer, the
percentage agreed upon pursuant to Section 8.08) of the Pool
Balance for the immediately preceding Distribution Date, less the
amount, if any, by which interest received on Simple Interest
Contracts is less than 30 days of interest due to a calendar
month being less than 30 days long, to the extent that the
Servicer has not advanced such amounts pursuant to Section
6.03(a).

"Monthly Trustee Fee" means, as of any Distribution Date, an
amount equal to one-twelfth of the Trustee Fee Rate multiplied by
the Pool Balance with respect to such Distribution Date.

"Mortgage" means the mortgage creating a first lien on an
estate in fee simple in the real property securing a Contract.

"Mortgaged Property" means the property subject to a
Mortgage.

"Net Liquidation Loss" means, with respect to a Liquidated
Contract, the amount, if any, by which (i) the unpaid principal
balance of such Liquidated Contract plus accrued and unpaid
interest thereon at the related APR to the date on which such
Contract became a Liquidated Contract exceeds (ii) the related
Net Liquidation Proceeds.

"Net Liquidation Proceeds" means, with respect to any
Liquidated Contract, Liquidation Proceeds net of the sum of (i)
Liquidation Expenses and (ii) any amount required to be paid to
the Obligor or any other party with an interest in the
Manufactured Home or any related Mortgaged Property that is
senior to the interest of the Trust Fund.

"Nonrecoverable Advance" means any Advance made or proposed
to be made pursuant to Section 6.03 that the Servicer believes,
in its good faith judgment, is not, or if made would not be,
ultimately recoverable from Liquidation Proceeds or otherwise
from the related Contract. In determining whether an Advance is
or will be nonrecoverable, the Servicer need not take into
account that it might receive any amounts in a deficiency
judgment. The determination by the Servicer that any Advance is,
or if made would constitute, a Nonrecoverable Advance, shall be
evidenced by an Officer's Certificate of the Servicer delivered
to the Trustee and stating the reasons for such determination.

"Obligor" means each person who is indebted under a Contract
or who has acquired a Manufactured Home subject to a Contract.

"Officer's Certificate" means a certificate signed by the
President, a Vice President, the Treasurer, an Assistant
Treasurer, the Secretary, an Assistant Secretary or any other
duly authorized officer of the Depositor or the Servicer, as the
case may be, and delivered to the Trustee as required by this
Agreement.

"One-Month LIBOR" means, with respect to any Distribution
Date and Interest Accrual Period, the amount so calculated in
accordance with the provisions of Section 6.07.

"Opinion of Counsel" means a written opinion of counsel, who
may be the counsel for the Depositor or the Servicer, addressed
and delivered to the Trustee and any other entity or entities
specified herein who shall be reasonably acceptable to the
Trustee.

"Outstanding" means, with respect to any Contract as to the
time of reference thereto, a Contract that has not been fully
prepaid and has not become either a Liquidated Contract or a
Repurchased Contract prior to such time of reference.

"Outstanding Amount Advanced" means, with respect to any
Distribution Date, the aggregate of all Advances remitted by the
Servicer pursuant to Section 6.03 less the aggregate of all
Advance Reimbursement Amounts actually received prior to such
Distribution Date.

"Overcollateralization Reduction Amount" means for any
Distribution Date, the positive difference, if any, between the
Current Overcollateralization Amount and the Target
Overcollateralization Amount.

"Ownership Interest" means any legal or beneficial, direct
or indirect, ownership or other interest.

"Pass-Through Rate" means, as to any Class of Certificates,
the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate,
the Class A-3 Pass-Through Rate, the Class A-4 Pass-Through Rate,
the Class A-R Pass-Through Rate, the Class M-1 Pass-Through Rate,
the Class M-2 Pass-Through Rate, the Class B-1 Pass-Through Rate
or the Class B-2 Pass-Through Rate, as the case may be.

"Paying Agent" means any paying agent appointed pursuant to
Section 4.06.

"Percentage Interest" means, with respect to a Certificate
of any Class, the percentage interest evidenced thereby in
distributions required to be made on the Certificates of such
Class, such percentage interest being equal to the percentage
obtained by dividing the denomination of such Certificate by the
aggregate of the denominations of all of the outstanding
Certificates of such Class (or, in the case of a Class X
Certificate, being equal to the percentage specified on the face
of such Class X Certificate).

"Permitted Transferee" means any Person other than (i) the
United States, a State or any political subdivision thereof, any
possession of the United States or any agency or instrumentality
of any of the foregoing (other than an instrumentality that is a
corporation if all of its activities are subject to tax and,
except for the Federal Home Loan Mortgage Corporation, a majority
of its board of directors is not selected by any such govern-
mental unit); (ii) a foreign government, international organiza-
tion or agency or instrumentality of either of the foregoing
(other than an instrumentality that is a corporation if all of
its activities are subject to tax and a majority of its board of
directors is not selected by any such governmental unit);
(iii) an organization that is exempt from tax imposed by Chapter
1 of the Code (including the tax imposed by Code Section 511 on
unrelated business taxable income) on any excess inclusions (as
defined in Code Section 860E(c)(1)) with respect to a Class A-R
Certificate (except certain farmers' cooperatives described in
Code Section 521); (iv) rural electric and telephone cooperatives
described in Code Section 1381(a)(2); (v) a Non-U.S. Person; and
(vi) any other Person so designated by the Servicer based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in
a Class A-R Certificate to such Person may cause the Trust Fund
to fail to qualify as a two-tiered REMIC at any time that any
Certificates are outstanding. For purposes of the foregoing, the
terms "United States," "State" and "International Organization"
shall have the meanings set forth in Code Section 7701 or
successor provisions. A "Non-U.S. Person" means an individual,
corporation, partnership or other person for United States
federal income tax purposes other than (i) any individual who is
a citizen or resident of the United States, (ii) a corporation or
partnership (including any entity treated as a corporation or
partnership for United States federal income tax purposes)
created or organized in or under the laws of the United States,
any state thereof or the District of Columbia unless, in the case
of a partnership, Treasury regulations provide otherwise,
(iii) an estate the income of which is subject to United States
federal income tax regardless of its source, (iv) a trust if a
court within the United States is able to exercise primary
supervision over the administration of the trust and one or more
United States persons have authority to control all substantial
decisions of the trust, or (v) certain trusts in existence on
August 20, 1996, and treated as United States persons (as defined
in Code Section 7701(a)(30)) prior to such date that elect to
continue to be so treated.

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

"Pool Factor" means, with respect to any Distribution Date
and any Class of Certificates, the percentage, carried out to
seven decimal places, obtained by dividing the Certificate
Principal Balance of such Class of Certificates, after giving
effect to all distributions made on such Distribution Date, by
the Initial Certificate Principal Balance of such Class of
Certificates.

"Pool Balance" means, with respect to any Distribution Date,
(i) the Cut-off Date Pool Balance less (ii) the aggregate of the
Formula Principal Distribution Amounts (without subtracting
therefrom any Overcollateralization Reduction Amount) for such
Distribution Date and all prior Distribution Dates.

"Pooling REMIC" shall have the meaning set forth in Section
10.12(a).

"Prepayment Interest Excess" means, as to any Principal
Prepayment in full received by the Servicer after a Contract's
Due Date during any Prepayment Period, all amounts paid by the
related Obligor in respect of interest during such Prepayment
Period in excess of one month's interest at the related APR on
such Principal Prepayment.

"Prepayment Interest Shortfall" means, as to any Principal
Prepayment in full received by the Servicer prior to a Contract's
Due Date during any Prepayment Period, the amount, if any, by
which one month's interest at the related APR on such Principal
Prepayment exceeds the amount of interest paid in connection with
such Principal Prepayment.

"Prepayment Period" means, with respect to a Distribution
Date, the calendar month immediately preceding the month in which
such Distribution Date occurs.

"Principal Distribution Tests" will be satisfied with
respect to any Distribution Date, if (i) the Average Sixty-Day
Delinquency Ratio does not exceed 5.00%, (ii) the Average
Thirty-Day Delinquency Ratio does not exceed 7.00%, (iii) the
Cumulative Realized Loss Test is satisfied and (iv) the Current
Realized Loss Ratio does not exceed 2.75%.

"Principal Prepayment" means, with respect to any Contract,
a payment or other recovery of principal made on or in respect
thereof (exclusive of Liquidation Proceeds) that is received in
advance of the related Due Date and applied upon receipt (or, in
some instances with respect to a partial prepayment made on an
Actuarial Contract, upon one or more future Due Dates) to reduce
the Contract Principal Balance of such Contract prior to the Due
Date or Due Dates on which such principal amounts are due.

"PTCE 95-60" means Department of Labor Prohibited
Transaction Class Exemption 95-60.

"Qualified Bidders" means firms and institutions that are
engaged in the business of buying and selling manufactured
housing installment sales and installment loan contracts.

"Rated Certificates" means each Class of Certificates that
has been rated by a Rating Agency.

"Rating Agencies" means Fitch and Standard & Poor's.

"Realized Losses" means, with respect to any Distribution
Date, the aggregate Net Liquidation Losses of all Contracts that
became Liquidated Contracts during the related Due Period.

"Record Date" means (i) with respect to any Distribution
Date and the Book-Entry Certificates, the close of business on
the Business Day immediately preceding such Distribution Date,
and (ii) with respect to any Distribution Date and the Definitive
Certificates (including the Class A-R, Class X and Class B-2
Certificates), the close of business on the last Business Day of
the month immediately preceding the month in which such
Distribution Date occurs.

"REMIC" means a real estate mortgage investment conduit
within the meaning of Section 860D(a) of the Code.

"REMIC Provisions" means provisions of the federal income
tax law relating to real estate mortgage investment conduits,
which appear at Section 860A through 860G of Subchapter M of
Chapter 1 of the Code, and related provisions, and regulations
promulgated thereunder, as the foregoing may be in effect from
time to time.

"REO Property" means any Manufactured Home or Mortgaged
Property acquired by the Servicer in a repossession or foreclosure.

"Repossession Profits" means, with respect to any
Distribution Date, the excess, if any, of Net Liquidation
Proceeds in respect of each Contract that became a Liquidated
Contract during the related Due Period over the sum of the
Contract Principal Balance of such Contract plus accrued and
unpaid interest thereon at the related APR from the Due Date to
which interest was last paid by the Obligor to the Due Date in
the Due Period in which such Contract became a Liquidated
Contract.

"Repurchase Price" means, with respect to any Repurchased
Contract, an amount equal to the unpaid principal balance of such
Contract as of the beginning of the month of repurchase plus
accrued interest from the Due Date with respect to which the
Obligor last made a payment to the Due Date in the Due Period in
which such Contract is repurchased.

"Repurchased Contract" means a Contract repurchased or
required to be repurchased by the Seller pursuant to Section
3.05(a).

"Responsible Officer" means, when used with respect to the
Trustee, (i) any officer within the Corporate Trust Office,
including any vice president, assistant vice president,
secretary, assistant secretary, treasurer, assistant treasurer,
trust officer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the
above designated officers who at the time shall be such officers,
respectively, or to whom a particular matter is referred because
of such officer's knowledge of and familiarity with the
particular subject and (ii) who shall have direct responsibility
for the administration of this Agreement.

"Sale and Purchase Agreement" means that certain sale and
purchase agreement, dated as of the date hereof, between the
Seller and the Depositor, regarding the sale by the Seller and
purchase by the Depositor of the Contracts.

"Securities Act" means the Securities Act of 1933, as
amended.

"Seller" means IndyMac, in its capacity as Seller under the
Sale and Purchase Agreement and this Agreement, and its
successors.

"Servicer" means IndyMac, in its capacity as Servicer under
the Sale and Purchase Agreement and this Agreement, or its
successor in interest or any successor under this Agreement as
provided by Section 8.07.

"Servicer's Certificate" means an Officer's Certificate of
the Servicer completed, executed and delivered pursuant to
Section 7.02, substantially in the form of Exhibit J.

"Servicing File" means all documents, records and other
items maintained by the Servicer with respect to a Contract and
not included in the corresponding Contract File, including the
original title document or application for title, the credit
application, credit reports and verifications, appraisals, tax
and insurance records, payment records, insurance claim records,
correspondence and the Computer Tape.

"Servicing Officer" means any officer or employee of the
Servicer involved in, or responsible for, the administration and
servicing of the Contracts whose name appears on a list of
servicing officers furnished to the Trustee by the Servicer, as
such list may from time to time be amended.

"Simple Interest Contract" means any Contract with respect
to which payments of principal are calculated and applied
pursuant to the simple interest method.

"Sixty-Day Delinquency Ratio" means, with respect to any
Distribution Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Contract Principal Balance of
all Contracts that were delinquent 60 or more days as of the end
of the preceding calendar month (including Contracts in respect
of which the related Manufactured Homes have been repossessed but
are still in inventory), and the denominator of which is the Pool
Balance for such Distribution Date.

"State" means any state of the United States or the District
of Columbia.

"Standard & Poor's" means Standard & Poor's, a division of
The McGraw-Hill Companies.

"Step-Up APR" has the meaning set forth in Section 3.02(n).

"Step-Up Period" means, with respect to each Step-Up Rate
Contract, the period commencing with the thirteenth month of such
Contract and ending at the maturity of the Contract.

"Step-Up Rate Contract" means a Contract that provides for a
one-time increase in the applicable APR (and therefore an
increase in each subsequent Monthly Payment) at the commencement
of the thirteenth month of such Contract.

"Subordinate Certificates" means the Class M and Class B
Certificates.

"Subservicer" means any Person to whom the Servicer has
delegated its duties as Servicer pursuant to a Subservicing
Agreement.

"Subservicing Agreement" means an agreement between the
Servicer and any Subservicer, as contemplated by Section 5.03.

"Target Overcollateralization Amount" means (i) for any
Distribution Date prior to the Cross-over Date, 1.75% of the
Cut-off Date Pool Balance and (ii) for any other Distribution
Date, the lesser of (a) 1.75% of the Cut-off Date Pool Balance
and (b) 3.07% of the then-outstanding Pool Balance; provided,
however, that so long as any Class of Certificates is
outstanding, the Target Overcollateralization Amount will not be
less than 0.50% of the Cut-off Date Pool Balance.

"Tax" means any tax, including interest, penalties,
additional amounts or additions to tax.

"Tax Matters Person" means the Person designated as "tax
matters person" in the manner provided under Treasury regulation
[] 1.860F-4(d) and temporary Treasury regulation []
301.6231(a)(7)-1T. Initially, the Tax Matters Person shall be
the Trustee.

"Tax Matters Person Certificate" means the Class A-R
Certificate with a denomination equal to 0.001% of the Class A-R
Certificate Principal Balance.

"Termination Price" means the sum of (i) any Liquidation
Expenses incurred by the Servicer in respect of any Contract that
has not yet been liquidated, (ii) all amounts required to be
reimbursed or paid to the Servicer in respect of previously
unreimbursed Advances and (iii) the greater of (a) the sum of (1)
the aggregate Contract Principal Balance, plus accrued and unpaid
interest thereon at the related APRs through the end of the Due
Period immediately preceding the Due Period in which the
termination purchase will occur, plus (2) the lesser of (A) the
aggregate Contract Principal Balance of each Contract that had
been secured by any REO Property remaining in the Trust Fund,
plus accrued interest thereon at the related APR through the end
of the Due Period immediately preceding the Due Period in which
the terminating purchase will occur, and (B) the current
Appraised Value of any such REO Property (net of Liquidation
Expenses to be incurred in connection with the disposition of
such property estimated in good faith by the Servicer), such
appraisal to be conducted by an appraiser mutually agreed upon by
the Servicer and the Trustee, plus all previously unreimbursed
Advances made in respect of such REO Property, and (b) the
aggregate fair market value of the Trust Fund (as determined by
the Servicer, as of the close of business on the third Business
Day next preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to
Section 11.01) plus all previously unreimbursed Advances. The
fair market value of the assets of the Trust Fund as determined
for purposes of a terminating purchase will be deemed to include
accrued interest at the applicable APR on the Contract Principal
Balance (including any Contract that had been secured by a REO
Property, which REO Property has not yet been disposed of by the
Servicer) through the end of the Due Period immediately preceding
the Due Period in which the terminating purchase will occur. The
basis for any such valuation shall be furnished by the Servicer
to the Certificateholders upon request.

"Thirty-Day Delinquency Ratio" means, with respect to any
Distribution Date, a fraction, expressed as a percentage, the
numerator of which is the aggregate Contract Principal Balance of
all Contracts that were delinquent 30 or more days as of the end
of the preceding calendar month (including Contracts in respect
of which the related Manufactured Homes have been repossessed but
are still in inventory), and the denominator of which is the Pool
Balance for such Distribution Date.

"Transfer" means any direct or indirect transfer or sale of
any Ownership Interest in a Class A-R Certificate.

"Transfer Affidavit" means an affidavit of the Transferee of
a Class A-R Certificate, substantially in the form of Exhibit K.

"Transferee" means any Person who is acquiring by Transfer
any Ownership Interest in a Class A-R Certificate.

"Trust Fund" means the corpus of the trust created by this
Agreement, to the extent described herein, consisting of the
Contracts (including, without limitation, the security interest
created thereby), including all rights to receive payments
received with respect to the Contracts on or after the Cut-off
Date, such assets as shall from time to time be identified as
deposited in the Collection Account and the Certificate Account,
a Manufactured Home and any related Mortgaged Property that
secured a Contract (other than a Repurchased Contract) and that
have been acquired in realizing upon such Contract, the
Mortgages, the obligation of the Seller to repurchase Repurchased
Contracts pursuant to Section 3.05, the proceeds of the Hazard
Insurance Policies and all rights of the Depositor under the Sale
and Purchase Agreement.

"Trustee" means BNY, or its successors or assigns under this
Agreement.

"Trustee Fee Rate" means, with respect to each Contract, the
per annum rate agreed upon in writing on or prior to the Closing
Date by the Trustee and the Servicer.

"Trustee's Fees" means the fees, other than the Monthly
Trustee Fee, expenses and disbursements of the Trustee set forth
in Section 10.05.

"UCC" means the Uniform Commercial Code as in effect in the
relevant jurisdiction or, in the case of Louisiana, the
comparable provisions of Louisiana law.

"Underwriters" means Credit Suisse First Boston Corporation
and Morgan Stanley & Co. Incorporated.

"United States" means the United States of America.

"Unpaid Certificate Principal Shortfall" means, with respect
to a Distribution Date, the Class A Unpaid Certificate Principal
Shortfall in the case of the Class A Certificates, the Class M-1
Unpaid Certificate Principal Shortfall in the case of the
Class M-1 Certificates, the Class M-2 Unpaid Certificate
Principal Shortfall in the case of the Class M-2 Certificates,
the Class B-1 Unpaid Certificate Principal Shortfall in the case
of the Class B-1 Certificates and the Class B-2 Unpaid
Certificate Principal Shortfall in the case of the Class B-2
Certificates.

"Unpaid Liquidation Loss Interest Shortfall" means, with
respect to a Distribution Date, the Class M-1 Unpaid Liquidation
Loss Interest Shortfall with respect to the Class M-1
Certificates, the Class M-2 Unpaid Liquidation Loss Interest
Shortfall with respect to the Class M-2 Certificates, the Class
B-1 Unpaid Liquidation Loss Interest Shortfall with respect to
the Class B-1 Certificates and the Class B-2 Unpaid Liquidation
Loss Interest Shortfall with respect to the Class B-2
Certificates.

"Value" means, with respect to each Contract, the sum of (i)
either (a) the sum of the down payment (which includes the value
of any trade-in unit) and the original amount financed on the
related Contract (which may include sales and other taxes and
insurance and prepaid finance charges) or (b) the Appraised Value
of the related Manufactured Home and (ii) the Appraised Value of
the land, if any, securing the Contract.

"Vice President" of any Person means any vice president of
such Person, whether or not designated by a number or words
before or after the title "Vice President", who is a duly elected
officer of such Person.

"Weighted Average Net Contract Rate" means, with respect to
any Distribution Date, the per annum rate equal to (i) the
weighted average of the APRs borne by the Contracts and
applicable to Monthly Payments due in the related Due Period less
(ii) the per annum rate used to calculate the Monthly Servicing
Fee and the per annum rate used to calculate the Monthly Trustee
Fee.
ARTICLE TWO

CONVEYANCE OF CONTRACTS; CUSTODY OF CONTRACTS

Section 2.01. Conveyance of Contracts and Other Rights.

The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, sell, assign, set over and
otherwise convey to the Trustee without recourse (i) all of its
right, title and interest in, to and under the Contracts
(including, without limitation, the security interests created
thereby) and any related Mortgages, including all interest and
principal received with respect to the Contracts on or after the
Cut-off Date, (ii) all of the rights under any Hazard Insurance
Policy relating to a Manufactured Home securing a Contract for
the benefit of the creditor of such Contract, (iii) all documents
contained in the Contract Files, (iv) all other of its rights
relating to and payments made with respect to other assets
comprising the Trust Fund and (v) all proceeds of the foregoing.

In the case of any Land Home Contract, not later than 180
days following receipt by the Servicer of the original Mortgage
with evidence of recording by the appropriate public recording
office indicated thereon, the Servicer shall (i) affix the
Trustee's name to each assignment of Mortgage, as the assignee
thereof, (ii) cause such assignment to be in proper form for
recording in the appropriate public office for real property
records and (iii) deliver or cause to be delivered for recording
in the appropriate public office for real property records the
assignments of the Mortgages to the Trustee, except that, with
respect to any assignment of a Mortgage as to which the Servicer
has not received the information required to prepare such
assignment in recordable form, the Servicer's obligation to do so
and to deliver the same for such recording shall be as soon as
practicable after receipt of such information and in any event
within 30 days after the receipt thereof, and the Servicer need
not cause to be recorded any assignment that relates to a Land
Home Contract (a) the Mortgaged Property and Contract File
relating to which are located in California or (b) in any other
jurisdiction under the laws of which, as evidenced by an Opinion
of Counsel delivered by the Seller (at the Seller's expense) to
the Trustee, the recordation of such assignment is not necessary
to protect the Trustee's and the Certificateholders' interest in
the related Land Home Contract.

The ownership of each Contract and the contents of the
related Contract File and Servicing File are vested in the
Trustee. The contents of each Servicing File are and shall be
held in trust by the Servicer for the benefit of the Trustee as
the owner thereof and the Servicer's possession of the contents
of each Servicing File so retained is for the sole purpose of
servicing the related Contract, and such retention and possession
by the Servicer is in a custodial capacity only. Neither the
Depositor nor the Servicer claim any ownership interest in the
Contracts; provided, however, that the Servicer shall retain the
customer list and have the right to solicit obligors for products
it customarily makes available to obligors in general.

It is the intention of the parties hereto that the
conveyance of the Depositor's right, title and interest in and to
the Trust Fund pursuant to this Agreement shall constitute a
purchase and sale and not a loan. If the conveyance of the
Contracts from the Seller to the Depositor to the Trustee is
characterized as a pledge and not a sale, then the Depositor
shall be deemed to have transferred to the Trustee, in addition
to the Trust Fund, all of the Depositor's right, title and
interest in, to and under the obligation or obligation deemed to
be secured by said pledge; and it is the intention of the parties
hereto that the Seller and the Depositor shall also be deemed to
have granted to the Trustee a first priority security interest in
all of the Seller's and the Depositor's right, title and interest
in, to and under the obligation or obligation deemed to be
secured by said pledge and that the Trustee shall be deemed to be
an independent custodian for purposes of perfection of such
security interest.

If the conveyance of the Contracts from the Depositor to the
Trustee is characterized as a pledge, it is the intention of the
parties hereto that this Agreement shall constitute a security
agreement under applicable law, and that each of the Seller and
the Depositor shall be deemed to have granted to the Trustee a
first priority security interest in all of its right, title and
interest in, to and under the Contracts, all payments of interest
and principal on or in respect of the Contracts received on or
after the Cut-off Date, all other rights relating to and payments
made in respect of the Trust Fund, and all proceeds thereof. If
the trust created by this Agreement terminates prior to the
satisfaction of the claims of any Person as a Holder or
Certificate Owner of any Certificates, the security interest
created hereby shall continue in full force and effect and the
Trustee shall be deemed to be the collateral agent for the
benefit of such Person.

Section 2.02. Filing; Name Change or Relocation.

(a)(i) On or prior to the Closing Date, the Seller shall
cause to be filed, in the office of the Secretary of State of the
State of California, UCC-1 financing statements describing the
Contracts and other items of the Trust Fund as collateral and
naming the Seller as debtor and the Depositor as secured party.
On or prior to the Closing Date, the Depositor shall cause to be
filed, in the office of the Secretary of State of the State of
New York and the County of New York, a UCC-1 financing statement
describing the Contracts and other items of the Trust Fund as
collateral and naming the Depositor as debtor and the Trustee as
secured party. The Servicer shall also cause to be filed all
necessary continuation statements for each of the foregoing UCC-1
financing statements.

(ii) Subject to the following sentence, from time to time
the Servicer shall take and cause to be taken such actions and
execute such documents as are necessary to perfect and protect
the Certificateholders' interests in the Contracts and other
items of the Trust Fund and their proceeds and the Manufactured
Homes and any related Mortgaged Property against all other
Persons, including, without limitation, the filing of financing
statements and continuation statements, the execution of transfer
instruments and the making of notations on or taking possession
of all records or documents of title. IndyMac, so long as it is
the Servicer, shall not be required to cause notations to be made
on any document of title relating to any Manufactured Home or to
execute any transfer instrument (including, without limitation,
any UCC-3 assignments) relating to any Manufactured Home (other
than a notation or a transfer instrument necessary to show the
Seller or an Affiliate thereof as the lienholder or legal title
holder) or, except as provided in Section 2.01 with respect to
Land Home Contracts, to file documents in real property records
with respect to a Manufactured Home or related Contract or any
related Mortgaged Property, absent notice from the Trustee or the
Depositor or actual knowledge that such Manufactured Home (other
than a Manufactured Home securing a Land Home Contract) has
become real property under applicable state law; provided this
sentence shall not have any effect on the representation and
warranty in Section 3.02(j) and the Seller's obligations in
respect thereof in Section 3.05; provided, further, that the
Servicer shall not be required to protect the Trustee from any
Liens on the Contracts, their proceeds or the Manufactured Homes
created by the Depositor or conveyances of the Contracts or their
proceeds by the Depositor. Nothing in the preceding sentence
shall be construed to limit the indemnification obligations of
the Servicer set forth in Section 10.05. The Seller and the
Depositor agree to take whatever action is necessary to enable
the Servicer to file financing statements and continuation
statements and otherwise act to perfect and protect the
Certificateholders' interests in the Contracts, the Manufactured
Homes and any related Mortgaged Property as set forth in this
Agreement. Assuming that the Depositor and the Trustee perform
such actions as are required at the direction of the Servicer,
the Servicer will maintain a first priority security interest in
each Manufactured Home and any related Mortgaged Property so long
as the related Contract is the property of the Trust; provided,
however, that the Seller, so long as it is the Servicer, shall
not be required to cause notations to be made on any document of
title relating to any Manufactured Home, to execute any transfer
instrument (including, without limitation, any UCC-3 assignments)
relating to any Manufactured Home (other than a notation or a
transfer instrument necessary to show the Seller or an Affiliate
thereof as lienholder or legal title holder) or to file documents
in real property records with respect to a Manufactured Home or
related Contract or any related Mortgaged Property, absent notice
from the Trustee, or the Depositor or actual knowledge that such
Manufactured Home (other than a Manufactured Home securing a Land
Home Contract) has become real property under applicable state
law or to protect the Trustee from any Liens created by the
Depositor on any Manufactured Home.

(b) During the term of this Agreement, neither the Seller
nor the Depositor shall change its name, identity or structure or
relocate its chief executive office without first giving notice
to the Trustee. If any change in the Seller's or the Depositor's
name, identity or structure or the relocation of its chief
executive office would make any financing or continuation
statement or notice of lien filed under this Agreement seriously
misleading within the meaning of applicable provisions of the UCC
or any title statute, the Seller or the Depositor, as the case
may be, no later than five days after the effective date of such
change, shall file such amendments as may be required to preserve
and protect the Certificateholders' interests in the Contracts
and proceeds thereof and in the Manufactured Homes.

(c) The Seller hereby represents and warrants that its
current chief executive offices are located in the State of
California. The Depositor hereby represents and warrants that
its chief executive offices are in the State of New York. During
the term of this Agreement, the Seller and the Depositor will
each maintain its respective chief executive office in one of the
States of the United States, except Louisiana and Tennessee.

(d) The Servicer agrees to pay all reasonable costs and
disbursements in connection with the perfection and the
maintenance of perfection, as against all third parties, of the
Certificateholders' right, title and interest in, to and under
the Contracts (including, without limitation, the security
interest in the Manufactured Homes granted thereby) and any
related Mortgages.

Section 2.03. Acceptance by Trustee. The Trustee hereby
acknowledges conveyance of the Contracts and any related
Mortgages to the Trustee and declares that the Trustee, directly
or through a custodian, holds and will hold the Contract Files in
trust for the use and benefit of all present and future
Certificateholders. The Trustee hereby certifies that no
Responsible Officer has received notice or has actual knowledge
of (i) any adverse Lien with respect to any Contract, (ii) any
Contract being overdue or dishonored, (iii) any evidence on the
face of any Contract of any security interest therein adverse to
the Trustee's interest or (iv) any defense against or claim
against any Contract by the Obligor or by any other party.

Section 2.04. Conditions to Closing. On the Closing Date,
the Depositor shall direct the Trustee to authenticate and
deliver the Certificates only upon receipt of letters from
Standard & Poor's and Fitch confirming that (i) the Class A-1,
A-2, A-3, A-4 and A-R Certificates have been rated AAA, (ii) the
Class M-1 Certificates have been rated at least AA, (iii) the
Class M-2 Certificates have been rated at least A, and (iv) the
Class B-1 Certificates have been rated at least BBB.

Section 2.05. Contribution of Assets. Except as provided
in Section 3.05(a) as relates to a deposit in lieu of repurchase
of a Contract the principal balance of which is incorrectly set
forth on the Contract Schedule, following the Closing Date, the
Trustee shall not accept any contribution of additional assets to
the Trust Fund unless the Depositor has delivered to the Trustee
an Opinion of Counsel to the effect that (i) the contribution of
such assets into the Trust Fund will not cause the Trust Fund to
fail to qualify as a two-tiered REMIC so long as any Certificate
is outstanding and (ii) such contribution will not cause the
imposition of Tax on contributions to the Trust Fund after the
"start-up day" (as defined in Section 860G(a)(9) of the Code)
with respect thereto.

Section 2.06. Execution and Authentication of Certificates.
The Trustee, on behalf of the Trust Fund, has caused to be
executed, authenticated and delivered to or upon the written
order of the Depositor, in exchange for the Trust Fund,
concurrently with the transfer, sale, assignment, setting over
and conveyance to the Trustee of the Trust Fund, Certificates in
authorized denominations evidencing the ownership of the entire
Trust Fund.

ARTICLE THREE

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties as to the
Seller. The Seller makes the following representations and
warranties to the other parties hereto and the
Certificateholders. Such representations and warranties shall
speak as of the execution and delivery of this Agreement, but
shall survive the sale, transfer and assignment of the Contracts
to the Trustee.

(a) Organization and Good Standing; Licensing. The
Seller is a corporation duly organized, validly existing and
in good standing under the laws of the State of its
incorporation and has the corporate power to own its assets
and to transact the business in which it is currently
engaged. The Seller is duly qualified to do business as a
foreign corporation and is in good standing in each
jurisdiction in which the character of the business
transacted by it or properties owned or leased by it
requires such qualification and in which the failure so to
qualify would have a material adverse effect on the
condition, financial or other, or the earnings or business
affairs of the Seller. The Seller was properly licensed in
each jurisdiction at the time of its purchase of each
Contract in such jurisdiction to the extent required by the
laws of such jurisdiction as applied to the purchase of such
Contract and the failure to be so licensed would have a
material adverse effect on the enforceability of the related
Contracts.

(b) Authorization; Binding Obligations. The Seller
has the power and authority to make, execute and deliver
this Agreement and perform all of the transactions
contemplated to be performed by it under this Agreement, and
has taken all necessary corporate action to authorize the
execution, delivery and performance of this Agreement. When
executed and delivered, this Agreement will constitute the
legal, valid and binding obligation of the Seller
enforceable in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights
generally and by the availability of equitable remedies.

(c) No Consent Required. The Seller is not required
to obtain the consent of any other party or any consent,
license, approval or authorization from, or registration or
declaration with, any governmental authority, bureau or
agency in connection with the execution, delivery,
performance, validity or enforceability of this Agreement,
except such as have been obtained or the failure to obtain
will not have a material adverse effect on the business
operations, assets or financial condition of the Seller.

(d) No Violations. The execution, delivery and
performance of this Agreement by the Seller will not violate
any provision of any existing law or regulation or any order
or decree of any court applicable to the Seller or the
charter or bylaws of the Seller, or constitute a material
breach of any mortgage, indenture, contract or other
agreement to which the Seller is a party or by which the
Seller may be bound, except for such violations or breaches
that, in the aggregate, will not have a material adverse
effect on the business, operations, assets or financial
condition of the Seller.

(e) Litigation. No litigation or administrative
proceeding of or before any court, tribunal or governmental
body is currently pending, or to the knowledge of the Seller
threatened, against the Seller or any of its properties or
with respect to this Agreement or the Certificates that, if
adversely determined, would in the opinion of the Seller
have a material adverse effect on the transactions
contemplated by this Agreement.

Section 3.02. Representations and Warranties as to Each
Contract. The Contracts have been sold by the Seller to the
Depositor pursuant to the Sale and Purchase Agreement. In
connection with such sale, the Seller made the representations
and warranties contained in Sections 3.02 and 3.03 to the
Depositor. As a condition of the purchase by the Depositor, the
Depositor has required that the Seller make such representations
and warranties directly to the Trustee and the Certificateholders
so that the Trustee may recover directly against the Seller on
such representations and warranties rather than indirectly
through claims by the Depositor against the Seller.
Consequently, the Seller represents and warrants to the other
parties hereto and the Certificateholders as to each Contract as
of the Cut-off Date or the Closing Date, as the case may be.
Such representations and warranties shall speak as of the
execution and delivery of this Agreement (and as to the best
knowledge as of such date), but shall survive the sale, transfer
and assignment of the Contracts to the Trustee.

(a) Contract Schedule. As of the Cut-off Date, the
information set forth in the Contract Schedule is true and
correct in all material respects with respect to each
Contract.

(b) Payments. As of the Cut-off Date, no Monthly
Payment is more than 30 days past due, and no portion of the
Monthly Payment due in the second month next preceding the
month in which the Cut-off Date occurs was made directly or
indirectly by the Seller on behalf of the Obligor.

(c) No Waivers. The terms of the Contract and any
related Mortgage have not been waived, altered or modified
in any respect, except by instruments or documents included
in the Contract File.

(d) Binding Obligation. The Contract and any related
Mortgage is the legal, valid and binding obligation of the
Obligor thereunder and is enforceable in accordance with its
terms, except as such enforceability may be limited by laws
affecting the enforcement of creditors' rights generally and
by general principles of equity.

(e) Insurance. The Manufactured Home securing the
Contract is covered by a Hazard Insurance Policy in the
amount required by Section 5.08, except to the extent that
such an insurance policy has been cancelled and the Seller
has not yet received notification thereof. All premiums due
as of the Closing Date on such insurance have been paid in
full or, with respect to insurance placed by the Servicer,
will have been paid in full within 90 days after the Closing
Date.

(f) Origination. The Contract was either (i)
originated by a manufactured housing dealer acting, to the
best of the Seller's knowledge, in the regular course of its
business and was purchased by the Seller or an Affiliate
thereof in the regular course of its business, and if by an
Affiliate, purchased by the Seller from such Affiliate in
the regular course of its business, (ii) originated by the
Seller or an Affiliate thereof in the regular course of its
business, and if by an Affiliate, purchased by the Seller
from such Affiliate in the regular course of its business,
or (iii) originated by a third-party originator and
purchased by the Seller or an Affiliate thereof, and if by
an Affiliate, purchased by the Seller from such Affiliate in
the regular course of its business.

(g) Lawful Assignment. The Contract and any related
Mortgage was not originated in and is not subject to the
laws of any jurisdiction the laws of which would make the
transfer of the Contract from the Seller to the Depositor or
the transfer or ownership of the Contract under this
Agreement or pursuant to transfers of Certificates unlawful,
void or voidable or render the Contract unenforceable in any
respect.

(h) Compliance with Law. All requirements of any
federal, state or local law, including, without limitation,
usury, truth-in-lending and equal credit opportunity laws
and lender licensing laws, applicable to the Contract and
any related Mortgage or the servicing of any Contract have
been complied with except to the extent that failure to
comply would not have a material adverse effect on the
enforceability of the related Contract.

(i) Contract in Force. The Contract and any related
Mortgage has not been satisfied or subordinated in whole or
in part or rescinded, and the Manufactured Home securing the
Contract has not been released from the lien of the Contract
and any related Mortgage in whole or in part.

(j) Valid Security Interest. The Contract, together
with any related Mortgage, creates a valid, subsisting and
enforceable first priority security interest in favor of the
Seller or an Affiliate thereof in the Manufactured Home
covered thereby and, in the case of a Land Home Contract, a
first mortgage lien on the related Mortgaged Property,
subject to (i) the lien of current real property taxes and
assessments, (ii) covenants, conditions and restrictions,
rights of way, easements and other matters of public record
as of the date of recording of such Mortgage, such
exceptions appearing of record being acceptable to mortgage
lending institutions generally in the area wherein the
property subject to the Mortgage is located or specifically
reflected in the appraisal obtained in connection with the
origination of the related Land Home Contract obtained by
the Seller and (iii) other matters to which like properties
are commonly subject that do not materially interfere with
the benefits of the security intended to be provided by such
Mortgage; such security interest or Mortgage has been
assigned by the Seller to the Depositor and, assuming the
due authorization, execution and delivery by the Depositor
of this Agreement, the Sale and Purchase Agreement and such
other instruments relating to the transfer of the Contract
to the Trustee as the Seller has presented to the Depositor
for execution and delivery, by the Depositor to the Trustee,
and, assuming the Depositor has neither conveyed an interest
in the Contract or related Mortgaged Property except
pursuant to this Agreement nor created any Lien on the
Contract, their proceeds or any Manufactured Home or related
Mortgaged Property except as contemplated by this Agreement,
the Trustee has a valid and perfected first priority
security interest in such Manufactured Home and, in the case
of a Land Home Contract, a first mortgage lien on the
related Mortgaged Property.

(k) Good Title. Each of the Seller and any Affiliate
thereof from whom the Seller directly or indirectly acquired
the Contract purchased such Contract and any related
Mortgage for value and took possession thereof in the
ordinary course of its business, without knowledge that the
Contract was subject to any security interest. Immediately
prior to the transfer of the Contract and any related
Mortgage by the Seller to the Depositor, the Seller had good
and marketable title thereto free and clear of any Lien
(other than any Liens created by any financing arrangements
in respect of the Contracts, which Liens will be released
concurrently with the issuance of the Certificates) and was
the sole owner thereof with full right to transfer the
Contract and any related Mortgage to the Depositor. Except
as otherwise provided in the parenthetical in the preceding
sentence, the Seller has not sold, assigned or pledged the
Contract or any related Mortgage to any Person other than
the Depositor and prior to the transfer of the Contract and
any related Mortgage by the Seller to the Depositor and by
the Depositor to the Trust, the Seller had good and
marketable title thereto free and clear of any Lien, was the
sole owner thereof with full right to transfer the Contract
to the Depositor and has transferred all right, title and
interest in, to and under the Contract to the Depositor,
free and clear of any Lien.

(l) No Defaults. To the best of the Seller's
knowledge, as of the Cut-off Date there was no default,
breach, violation or event permitting acceleration existing
under the Contract and any related Mortgage and no event
that, with notice and the expiration of any grace or cure
period, would constitute such a default, breach, violation
or event permitting acceleration under such Contract (except
payment delinquencies permitted by clause (b) above). The
Seller has not waived any such default, breach, violation or
event permitting acceleration, except by instruments or
documents included in the Contract File.

(m) No Liens. As of the Closing Date, there are, to
the best of the Seller's knowledge, no Liens that have been
filed for work, labor or materials affecting the
Manufactured Home securing the Contract that are or may be
liens prior to, or equal or coordinate with, the lien of the
Contract.

(n) Equal Installments. Each Contract that is not a
Step-Up Rate Contract is computed according to either the
"actuarial" method or the simple interest method. Each
Contract has a fixed APR and provides for level monthly
payments of principal and interest (except that the payment
at maturity may be slightly larger) that fully amortize the
loan over its term. Each Step-Up Rate Contract has an
initial fixed APR (the "Initial APR") and level monthly
payments of principal and interest during its Initial
Period, and a subsequent fixed APR that is 2.01% above the
Initial APR (the "Step-Up APR"), and correspondingly
increased level monthly payments of principal and interest,
during the Step-Up Period. The total amount and the
principal portion of the Monthly Payment with respect to any
Step-Up Rate Contract during its Initial Period or Step-Up
Period, as applicable, is determined on a basis that would
cause such Contract to be fully amortized over its remaining
term (at the commencement of such period) on a level payment
basis based on the Initial APR or the Step-Up APR, as
applicable. Each Contract is either a Simple Interest
Contract or an Actuarial Contract.

(o) Enforceability. The Contract and any related
Mortgage contains customary and enforceable provisions such
as to render the rights and remedies of the holder thereof
adequate for the realization against the collateral of the
benefits of the security.

(p) One Original. There is only one original executed
Contract, which is in the custody of the Trustee on the
Closing Date.

(q) Loan-to-Value Ratio. At the time of its
origination, the Contract had a Loan-to-Value Ratio (rounded
to the nearest 1%) not greater than 100%.

(r) Not Real Estate. The related Manufactured Home
(other than a Manufactured Home that secures a Land Home
Contract) is personal property, was personal property at the
time of the execution and delivery of the related Contract
by the parties thereto, and is not and was not, at such
time, considered or classified as part of the real estate on
which it is located under the laws of the jurisdiction in
which it is located. The related Manufactured Home is, to
the best of the Seller's knowledge, free of damage and in
good repair.

(s) Notation of Security Interest. If the related
Manufactured Home is located in a state in which notation of
a security interest on the title document is required or
permitted to perfect such security interest, the title
document shows, or if a new or replacement title document
with respect to such Manufactured Home is being applied for,
such title document will show, the Seller or an Affiliate
thereof as the holder of a first priority security interest
in such Manufactured Home. If the related Manufactured Home
is located in a state in which the filing of a financing
statement or the making of a fixture filing under the UCC is
required to perfect a security interest in manufactured
housing, such filings or recordings have been duly made and
show the Seller or an Affiliate thereof as secured party.
If the related Manufactured Home secures a Land Home
Contract and is located in a state that does not permit
separate evidence of Liens on the Manufactured Home and the
property on which it is located, such Manufactured Home and,
in the case of all Land Home Contracts, the related land
securing such Land Home Contract or the Manufactured Home,
as the case may be, are subject to a Mortgage properly filed
in the appropriate public recording office and naming
IndyMac or an Affiliate thereof as mortgagee. In either
case, assuming the due authorization, execution and delivery
by the Depositor of this Agreement, the Sale and Purchase
Agreement and such other instruments relating to the
transfer of the Contracts to the Trustee as the Seller has
presented to the Depositor for execution and delivery, the
Trustee has the same rights as the secured party of record
would have (if such secured party were still the owner of
the Contract) against all Persons claiming an interest in
such Manufactured Home.

(t) Secondary Mortgage Market Enhancement Act. The
Manufactured Home related to each Contract is a
"manufactured home" within the meaning of 42 United States
Code, Section 5402(6), and each Contract was originated
(within the meaning of Section 3(a)(41)(A)(ii) of the
Securities Exchange Act of 1934, as amended) in compliance
with the requirements of Section 3(a)(41) of the Securities
Exchange Act of 1934, as amended

(u) Qualified Mortgage for REMIC. Each Contract is
secured by a "single family residence" within the meaning of
Section 25(e)(10) of the Code.

Section 3.03. Representations and Warranties as to the
Contracts. The Seller represents and warrants to the other
parties hereto and the Certificateholders as follows. Such
representations and warranties shall speak as of the execution
and delivery of this Agreement, but shall survive the sale,
transfer and assignment of the Contracts to the Trustee.

(a) Amounts. The aggregate principal amounts payable
by Obligors under the Contracts as of the Cut-off Date
equals or exceeds the Cut-off Date Pool Balance, and each
Contract has an APR as of the Cut-off Date equal to or
greater than 6.25%.

(b) Characteristics.

(i) based on the Cut-off Date Pool Balance, not
more than 16.86% of the Contracts are secured by
Manufactured Homes located in any one state;

(ii) based on Cut-off Date Pool Balance, (A)
28.45% of the Contracts are Land Home Contracts;

(iii) As of the Cut-off Date, (A) 57.99% and 42.01%
of the IndyMac Initial Contracts were secured by
Manufactured Homes which were new and used,
respectively, and (B) 32.93% and 67.07% of the IndyMac
Initial Contracts were secured by Manufactured Homes
which were single wide and multi-wide, respectively;

(iv) no Contract has a remaining term to maturity
of less than 18 months or more than 360 months;

(v) the final scheduled payment date on the
Contract with the latest maturity is in July 2028;

(vi) no Contract was originated before July 1,
1984; and

(vii) a total of 5 of the Contracts, representing
0.07% of the Cut-off Date Pool Balance, are Step-Up
Rate Contracts.

(c) Computer Tape. The Computer Tape made available
to the Depositor as of the close of business on July 1, 1998
was accurate as of its date and includes a description of
the same Contracts that are described in the Contract
Schedule.

(d) Marking Records. Within one month after the
Closing Date, the Seller will have caused the portions of
the Electronic Ledger relating to the Contracts constituting
part of the Trust Fund to be clearly and unambiguously
marked to indicate that such Contracts constitute part of
the Trust Fund and are owned by the Trust Fund in accordance
with the terms of the trust created hereunder.

(e) No Adverse Selection. Except for the effect of
the representations and warranties made in Sections 3.02 and
3.03 and the effect of the geographical distribution of the
Manufactured Homes, no adverse selection procedures have
been employed in selecting the Contracts.

Section 3.04. Representations and Warranties as to the
Contract Files. The Seller represents and warrants to the other
parties hereto and the Certificateholders as follows. Such
representations and warranties shall speak as of the execution
and delivery of this Agreement, but shall survive the sale,
transfer and assignment of the Contracts to the Trustee.

(a) Possession. Immediately prior to the Closing
Date, the Servicer will have possession of each original
Contract and the Servicer will have possession of the
remainder of the related Contract File (except for any
certificate of title that has not yet been returned from the
appropriate public recording office).

(b) Bulk Transfer Laws. The transfer, assignment and
conveyance of the Contracts and the Contract Files by the
Seller pursuant to this Agreement are not subject to the
bulk transfer or any similar statutory provisions in effect
in any applicable jurisdiction.

Section 3.05. Repurchase of Contracts for Breach.

(a) The Seller shall repurchase a Contract (each, a
"Repurchased Contract"), at its Repurchase Price, not later than
one Business Day after the first Determination Date that is more
than 90 days after the Seller becomes aware, or receives written
notice from the Servicer or the Trustee, of a breach of a
representation or warranty of the Seller set forth in Section
3.02 or 3.03 that materially adversely affects the Trust Fund's
interest in such Contract, unless such breach has been cured.
Notwithstanding the foregoing, with respect to (i) any Contract
incorrectly described on the Contract Schedule with respect to
Contract Principal Balance, the Seller may, in lieu of
repurchasing such Contract, deposit in the Collection Account not
later than one Business Day after such Determination Date cash in
an amount sufficient to cure such deficiency or discrepancy and
(ii) a breach of a representation or warranty relating to the
Contracts in the aggregate and not to each particular Contract,
the Seller may select Contracts to repurchase that, had such
Contracts not been included as part of the Contract Pool, there
would have been no breach of such representation or warranty. It
is understood and agreed that the obligation of the Seller to
repurchase any Contract as to which a breach of a representation
or warranty set forth in Section 3.02 or 3.03 has occurred and is
continuing shall constitute the sole remedy respecting such
breach available to the Certificateholders, the Depositor or the
Trustee; provided, however, that the Seller shall defend and
indemnify the Trustee, the Trust Fund and Certificateholders
against all costs, expenses, losses, damages, claims and
liabilities, including reasonable fees and expenses of counsel,
that may be asserted against or suffered by any of them as a
result of third-party claims arising out of any breach of a
representation or warranty set forth in Section 3.02. Nothing in
the preceding sentence shall be construed to limit the
indemnification obligations of the Servicer set forth in Section
10.05. Notwithstanding any other provision of this Agreement,
the obligation of the Seller under this Section shall not
terminate upon an Event of Default.

Notwithstanding the foregoing provisions of this Section,
the Seller shall not be required to repurchase any Contract on
account of a breach of the representation or warranty contained
in Section 3.02(j) or (s) solely on the basis of failure by the
Seller to cause notations to be made on any document of title
relating to any Manufactured Home or to execute any transfer
instrument relating to any Manufactured Home (other than a
notation or a transfer instrument necessary to show the Seller or
an Affiliate thereof as lienholder or legal title holder) or to
record an assignment of a Mortgage unless a court of competent
jurisdiction has adjudged that, because of such failure, the
Trustee does not have a perfected first-priority security
interest in the related Manufactured Home.

Notwithstanding the foregoing, the Seller shall not deposit
cash into the Collection Account or the Certificate Account
pursuant to this Section after the end of the three month period
beginning on the Closing Date unless it shall first have obtained
an Opinion of Counsel to the effect that such deposit will not
give rise to any Tax under Section 860F(a)(1) of the Code or
Section 860G(d) of the Code. Any such deposit shall not be
invested. If the Seller is required to purchase a Contract (or
deposit cash in the Collection Account or the Certificate
Account), the Seller shall guarantee the payment of any Tax under
Section 860F(a)(1) of the Code or under Section 860G(d) of the
Code by paying to the Trustee the amount of such Tax not later
than five Business Days before such Tax shall be due and payable
to the extent that amounts previously paid over to and then held
by the Trustee pursuant to Section 10.12 are insufficient to pay
such Tax and all other Taxes chargeable under Section 10.12. The
Trustee shall hold any amount paid to it pursuant to the
preceding sentence in an account that is not part of the Trust
Fund. The Servicer shall give notice to the Trustee at the time
of such repurchase of the amounts due from the Seller pursuant to
such guarantee of Taxes of the Seller and notice as to who should
receive such payment.

In the event any Tax that is guaranteed by the Seller is
refunded to the Trust Fund or otherwise is determined not to be
payable, the Seller shall be repaid the amount of such refund or
that portion of any guarantee payment made by the Seller that is
not applied to the payment of such Tax.

(b) Promptly after the repurchase referred to in Section
3.05(a), the Trustee shall execute such documents as are
presented to it by the Seller and are reasonably necessary to
reconvey the Repurchased Contract to the Seller. Any amount
received on or recovered with respect to Repurchased Contracts
during or after the month of repurchase shall be the property of
the Seller and need not be deposited in the Collection Account or
the Certificate Account.

Section 3.06. Representation and Warranty as to the
Depositor. The Depositor represents and warrants to the other
parties hereto and the Certificateholders that, immediately prior
to the transfer, sale, assignment and conveyance of the Contracts
to the Trustee and assuming that the representation and warranty
in Section 3.02(m) is correct, the Depositor had good title to,
and was the sole owner of, each Contract and any related Mortgage
free of any Liens created by the Depositor, there had been no
other sale or assignment thereof by the Depositor and the
Depositor has transferred to the Trustee a security interest (as
defined in the UCC in effect in the State of New York) in the
Contracts and any related Mortgages, which security interest is a
perfected, first priority security interest.

ARTICLE FOUR

THE CERTIFICATES

Section 4.01. The Certificates. Each Class of Certificates
shall be substantially in the related forms annexed hereto as
Exhibits, with such immaterial changes as the Depositor deems
appropriate, and (other than the Class A-R, Class B-2 and Class X
Certificates) shall be issued in minimum denominations of
$1,000.00 and integral multiples of $1.00 in excess thereof. The
Class A-R Certificates shall be issued as fully registered
physical certificates including one certificate representing the
Tax Matters Person Certificate. The Class B-2 Certificates and
the Class X Certificates shall be issued as fully registered
physical certificates. The Class X Certificates will not have
any principal balance.

The Certificates shall be executed by manual or facsimile
signature on behalf of the Trust Fund by a Responsible Officer of
the Trustee. The Certificates shall be authenticated by manual
signature on behalf of the Trustee by a Responsible Officer or an
Authenticating Agent at the written order of the Depositor.
Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the
Trustee shall bind the Trust Fund, notwithstanding that such
individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Certificate or did not
hold such offices at the date of such Certificates. No
Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on
such Certificate a manual authentication by the Trustee or its
Authenticating Agent and such authentication upon any Certificate
shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder.
All Certificates shall be dated the date of their authentication.

Section 4.02. Registration of Transfer and Exchange of
Certificates.

(a) The Trustee shall cause to be kept at its Corporate
Trust Office or, at the election of the Trustee, at the office of
its designated agent in New York City, a Certificate Register in
which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of
Certificates and of transfer and exchanges of Certificates as
herein provided. The Trustee initially appoints itself as the
Certificate Registrar.

(b) Subject to Sections 4.02(c) and 11.01(b), upon
surrender for registration of transfer of any Certificate at any
office or agency of the Trustee maintained for such purpose, the
Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, a Certificate of a like
aggregate Percentage Interest and dated the date of
authentication by the Trustee. The Holder and beneficial owner
of any Subordinate Certificate will be deemed to represent that
it is not a Benefit Plan or a trustee of any such Benefit Plan or
a person acting on behalf of any such plan or acquiring a
Subordinate Certificate with the assets of any such Benefit Plan
unless it delivers to the Trustee, the Depositor and the Servicer
(i) an Opinion of Counsel satisfactory to the Trustee, the
Depositor and the Servicer, to the effect that the purchase or
holding of such Subordinate Certificate by the prospective
transferee will not result in the assets of the Trust Fund being
deemed to be "plan assets" and subject to the prohibited trans-
action provisions of ERISA and the Code and will not subject the
Trustee, the Depositor or the Servicer to any obligation in
addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Depositor or
the Servicer, or (ii) if the purchaser is an insurance company, a
representation that the purchaser is an insurance company that is
purchasing such Subordinate Certificates with funds contained in
an "insurance company general account" (as such term is defined
in Section V(e) of PTCE 95-60) and that the purchase and holding
of such Subordinate Certificates are covered under Sections I and
III of PTCE 95-60.

(c) No transfer of a Class B-2 or Class X Certificate shall
be made unless such transfer is made pursuant to an effective
registration statement or in accordance with an exemption from
the requirements under the Securities Act or any applicable state
securities laws. If such a transfer is to be made in reliance
upon an exemption from the Securities Act and such state
securities laws, prior to the registration of any such transfer
(i) the Trustee, the Depositor or the Servicer may (except in the
case of a transfer to the Servicer or any Affiliate thereof)
require (A) an Opinion of Counsel as to the Securities Act and a
memorandum of law as to state securities laws, in each case
acceptable to and in form and substance satisfactory to the
Trustee, the Depositor and the Servicer that such transfer may be
made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the Securities Act and
such state securities laws or is being made pursuant to the
Securities Act and such state securities laws, which Opinion of
Counsel and memorandum of law shall not be an expense of the
Trustee, the Depositor or the Servicer, or (B) an Investment
Letter substantially in the form of Exhibit L.

No transfer of a Class A-R Certificate shall be made unless
the Trustee shall have received (i) (A) a representation from the
proposed Transferee to the effect that such transferee is not a
Benefit Plan or a trustee of any such Benefit Plan or a person
acting on behalf of any such Benefit Plan or acquiring such
Certificate with the assets of any such Benefit Plan, (B) an
Opinion of Counsel satisfactory to the Trustee, the Depositor and
the Servicer, to the effect of the Opinion of Counsel required by
Section 4.02(b)(i), which Opinion of Counsel shall not be an
expense of the Trustee, the Depositor or the Servicer, or (C) if
the purchaser is an insurance company, a representation that the
purchaser is an insurance company that is purchasing such
Subordinate Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section V(e)
of PTCE 95-60) and that the purchase of and holding of such
Subordinate Certificates is covered under Sections I and III of
PTCE 95-60 and (ii) the Trustee shall require the Transferee to
execute a Transfer Affidavit.

(d) At the option of the Certificateholder, a Certificate
may be exchanged for another Certificate or Certificates of the
same Class and of authorized denominations of the same aggregate
denomination, upon surrender of the Certificate to be exchanged
at any office or agency of the Trustee maintained for such
purpose. Whenever the Certificate is so surrendered for
exchange, the Trustee shall execute and the Trustee or its
Authenticating Agent shall authenticate and deliver, the
Certificate or Certificates that the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or
surrendered for transfer or exchange shall be duly endorsed by,
or be accompanied by a written instrument of transfer in the form
attached to the Certificate duly executed by, the Holder thereof
or his attorney duly authorized in writing.

(e) No service charge shall be made to the Holder for any
transfer or exchange of the Certificate, but the Trustee may
require payment of a sum sufficient to cover any tax or govern-
mental charge that may be imposed in connection with any transfer
or exchange of the Certificate.

(f) All Certificates surrendered for transfer and exchange
shall be held in accordance with the retention policy of the
Trustee.

Section 4.03. Book-Entry Certificates.

(a) Except as provided in Section 4.03(b), the Certificates
of each Class (other than the Class B-2, Class A-R and Class X
Certificates) will be evidenced by Book-Entry Certificates that
shall at all times remain registered in the name of the
Depository or its nominee and at all times: (i) registration of
the Class A (other than the Class A-R Certificates), Class M and
Class B-1 Certificates may not be transferred by the Trustee
except to another Depository; (ii) the Depository shall maintain
book-entry records with respect to the Certificate Owners and
with respect to ownership and transfers of such Class A (other
than the Class A-R Certificates), Class M and Class B-1 Certifi-
cates; (iii) ownership and transfers of registration of the Class
A (other than the Class A-R Certificates), Class M and Class B-1
Certificates on the books of the Depository shall be governed by
applicable rules established by the Depository; (iv) the
Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (v) the Trustee shall
deal with the Depository as representative of the Certificate
Owners of the Class A (other than the Class A-R Certificates),
Class M and Class B-1 Certificates for purposes of exercising the
rights of Holders under this Agreement, and requests and
directions for and votes of such representatives shall not be
deemed to be inconsistent if they are made with respect to
different Certificate Owners; and (vi) the Trustee may rely and
shall be fully protected in relying upon information furnished by
the Depository with respect to its Depository Participants and
furnished by the Depository Participants with respect to indirect
participating firms and persons shown on the books of such
indirect participating firms as direct or indirect Certificate
Owners.

All transfers by Certificate Owners of Book-Entry
Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant
shall only transfer Book-Entry Certificates of Certificate Owners
it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.

(b) If (i) the Depositor or the Depository advises the
Trustee in writing that the Depository is no longer willing,
qualified or able to properly discharge its responsibilities as
Depository and the Depositor is unable to locate a qualified
successor, (ii) the Depositor at its option may advise the
Trustee in writing that it elects to terminate the book-entry
system through the Depository or (iii) after the occurrence of an
Event of Default, Certificate Owners representing Percentage
Interests aggregating not less than 51% of the Percentage
Interests of the Book-Entry Certificates, voting as a single
Class, advise the Trustee and the Depository through the
Depository Participants in writing that the continuation of a
book-entry system through the Depository is no longer in the best
interests of the Certificate Owners, the Trustee shall notify all
Certificate Owners, through the Depository, of the occurrence of
any such event and of the availability of definitive, fully
registered Certificates (the "Definitive Certificates") to
Certificate Owners requesting the same. Upon surrender to the
Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for
registration, the Trustee shall issue the Definitive
Certificates. Neither the Depositor nor the Trustee shall be
liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates, all
references herein to obligations imposed upon or to be performed
by the Depository shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable with respect
to such Definitive Certificates and the Trustee shall recognize
the Holders of the Definitive Certificates as Certificateholders
hereunder.

(c) On or prior to the Closing Date, there shall be
delivered to the Depository one Class A-1 Certificate, one Class
A-2 Certificate, one Class A-3 Certificate, one Class A-4
Certificate, one Class M-1 Certificate, one Class M-2 Certificate
and one Class B-1 Certificate, each in registered form registered
in the name of the Depository's nominee, Cede & Co., the total
face amount of which represents 100% of the Class A-1 Initial
Certificate Principal Balance, the Class A-2 Initial Certificate
Principal Balance, the Class A-3 Initial Certificate Principal
Balance, the Class A-4 Initial Certificate Principal Balance, the
Class M-1 Initial Certificate Principal Balance, the Class M-2
Initial Certificate Principal Balance and the Class B-1 Initial
Certificate Principal Balance, respectively, in each case rounded
down to the nearest $1.00. Each Class A-1, Class A-2, Class A-3,
Class A-4, Class M-1, Class M-2 or Class B-1 Certificate so
registered shall bear the following legend:

"UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE
TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN."

Section 4.04. Mutilated, Destroyed, Lost or Stolen Certif-
icates. If (i) any mutilated Certificate is surrendered to the
Trustee or the Trustee receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there
is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by it to save each of
them harmless, then, in the absence of notice to the Trustee that
such Certificate has been acquired by a bona fide purchaser, the
Trustee shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and of like
tenor and denomination. Upon the issuance of any new Certificate
under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may
be imposed in relation thereto and any other expenses connected
therewith. Any replacement Certificate issued pursuant to this
Section shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or
not the destroyed, lost or stolen Certificate shall be found at
any time.

Section 4.05. Persons Deemed Owners. The Depositor, the
Servicer, the Trustee, the Certificate Registrar and any Paying
Agent may treat the person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of
receiving payments pursuant to Section 6.01 and for all other
purposes whatsoever, and none of the foregoing entities shall be
affected by notice to the contrary.

Section 4.06. Appointment of Paying Agent. The Trustee may
appoint a Paying Agent for the purpose of making distributions to
Certificateholders pursuant to Section 6.01 and payments pursuant
to Section 10.12. Any Paying Agent so appointed either shall be
a bank or trust company or shall have a rating acceptable to each
Rating Agency. In the event of any such appointment, on or prior
to each Distribution Date the Trustee shall deposit or cause to
be deposited with the Paying Agent, from amounts in the
Certificate Account, a sum sufficient to make the payments to
Certificateholders in the amounts and in the manner provided for
in Section 6.01, such sum to be held in trust for the benefit of
Certificateholders. The Trustee initially appoints itself as
Paying Agent.

The Trustee shall cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee that such
Paying Agent is at all times acting as agent for the Trustee and
such Paying Agent will hold all sums held by it for the payment
to Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid
to such Certificateholders.

Section 4.07. Access to List of Certificateholder Names and
Addresses. The Certificate Registrar will furnish to the Trustee
(if the Trustee is not the Certificate Registrar), the Depositor
and the Servicer within five days after receipt by the
Certificate Registrar of a request therefor from the Trustee, the
Depositor or the Servicer in writing, a list, in such form as the
Trustee, the Depositor or the Servicer reasonably may require of
the names and addresses of the Certificateholders as of the most
recent Record Date. If Holders of Certificates of any Class
evidencing, as to such Class, aggregate Percentage Interests of
25% or more (the "Applicants") apply in writing to the Trustee,
and such application states that the Applicants desire to
communicate with other Certificateholders of such Class with
respect to their rights under this Agreement or under the
Certificates of such Class and is accompanied by a copy of the
communication that such Applicants proposed to transmit, then the
Trustee, within five Business Days after the receipt of such
application, shall afford such Applicants access during normal
business hours to the most recent list of Certificateholders of
such Class held by the Trustee. If such list is as of a date
more than 90 days prior to the date of receipt of such
Applicants' request, the Trustee promptly shall request from the
Certificate Registrar a current list as provided above, and shall
afford such Applicants access to such list promptly upon receipt.
Every Certificateholder, by receiving and holding a Certificate,
agrees with the Certificate Registrar and the Trustee that
neither the Servicer, the Certificate Registrar, the Depositor
nor the Trustee shall be held accountable by reason of the
disclosure of any such information as to the names and addresses
of the Certificateholders hereunder, regardless of the source
from which such information was derived.

Section 4.08. Authenticating Agents. The Trustee may
appoint one or more Authenticating Agents (the "Authenticating
Agents") with power to act on its behalf and subject to its
direction in the execution and delivery of the Certificates. For
all purposes of this Agreement, the execution and delivery of
Certificates by the Authenticating Agent pursuant to this Section
shall be deemed to be the execution and delivery of Certificates
"by the Trustee."

Section 4.0

(a) The Class A-R Certificates may not be assigned or
transferred except in accordance with Sections 4.02, 4.09 and any
other applicable provision of this Agreement. The Holders of the
Class A-R Certificates, by purchasing such Class A-R
Certificates, for purposes of Section 10.12 (i) shall be deemed
to consent to the appointment of the Trustee as (A) the tax
matters person for the Trust Fund and (B) the attorney-in-fact
and agent for any person that is the tax matters person if the
Trustee is unable to serve as the tax matters person and (ii)
agrees to execute any documents required to give effect to the
provisions of clause (i) above.

(b) Each Person who has or acquires any Ownership Interest
in a Class A-R Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound
by the following provisions and to execute all instruments of
transfer and to do all other things necessary in connection with
any such sale, and the rights of each Person acquiring any
Ownership Interest in a Class A-R Certificate are expressly
subject to the following provisions:

(i) Each Person holding or acquiring any Ownership
Interest in a Class A-R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted
Transferee.

(ii) In connection with any proposed Transfer of any
Ownership Interest in a Class A-R Certificate, the proposed
Transferee shall deliver to the Trustee, the following:

(A) a Transfer Affidavit; and

(B) an agreement by the proposed Transferee to be
bound by and to abide by the provisions of this
Section.

(iii) Notwithstanding the delivery of a Transfer
Affidavit by a proposed Transferee under clause (ii) above,
if a Responsible Officer has actual knowledge that the
proposed Transferee is not a Permitted Transferee, no
Transfer of any Ownership Interest in a Class A-R
Certificate to such proposed Transferee shall be effected.

(iv) Each Person holding or acquiring any Ownership
Interest in a Class A-R Certificate shall agree (A) to
require a Transfer Affidavit from any other Person to whom
such Person attempts to Transfer any Ownership Interest in
such Class A-R Certificate and (B) not to Transfer any
Ownership Interest in such Class A-R Certificate or to cause
the Transfer of any Ownership Interest in such Class A-R
Certificate to any other Person if it has actual knowledge
that such Person is not a Permitted Transferee.

(v) Any attempted or purported Transfer of any
Ownership Interest in a Class A-R Certificate in violation
of the provisions of this Section shall be absolutely null
and void and shall vest no rights in the purported
Transferee. If any purported Transferee shall become the
holder of an Ownership Interest in a Class A-R Certificate
in violation of the provisions of this Section, then, upon
discovery by a Responsible Officer of, or due notification
to the Trustee that the recognition of the Transfer of such
Ownership Interest in such Class A-R Certificate was not in
fact permitted by this Section, the last preceding Permitted
Transferee shall be restored to all rights as Holder thereof
retroactive to the date of Transfer of such Ownership
Interest in such Class A-R Certificate. The Trustee shall
be entitled but not obligated to recover from any Holder of
a Class A-R Certificate that was in fact not a Permitted
Transferee at the time it became a Holder or, at such
subsequent time as it became other than a Permitted
Transferee, all payments made on such Class A-R Certificate
at and after such time. Any such payments so recovered by
the Trustee shall be paid and delivered by the Trustee to
the last preceding Permitted Transferee of such Class A-R
Certificate.

Upon notice to the Trustee that any legal or beneficial
interest in any portion of a Class A-R Certificate has been
transferred, either directly or indirectly, to any Person that is
not a Permitted Transferee or an agent thereof (including a
broker, nominee or middleman) in contravention of the foregoing
restrictions, or that is a pass-through entity, as defined in
Section 860E(e)(6) of the Code, an interest in which is held of
record by a Person that is not a "Permitted Transferee", the
Trustee shall furnish to the Internal Revenue Service and those
Persons specified in Section 860E(c)(3) and (b) of the Code such
information necessary to the application of Section 860E(e) of
the Code as may be required by the Code, including but not
limited to, the present value of the total anticipated excess
inclusions with respect to such Class A-R Certificate (or portion
thereof) for periods after such Transfer and the total excess
inclusions for any taxable year allocable to any holder of an
interest in such pass-through entity that is not a Permitted
Transferee. The Trustee may charge the Servicer a reasonable fee
for computing and furnishing such information to the transferor
or to such agent or to such pass-through entity referred to
above; however, the Trustee shall in no event be excused from
furnishing such information to the Internal Revenue Service. The
foregoing restrictions on transfer contained in this Section
shall cease to apply to Transfers occurring on or after the date
on which there shall have been delivered to the Trustee, the
Depositor and the Servicer, in form and substance satisfactory to
the Trustee, an Opinion of Counsel that eliminating such
restrictions will not cause the Trust Fund to fail to qualify as
a two-tiered REMIC at any time while the Certificates are
outstanding.

(c) Each Holder of Class A-R Certificates, by purchasing
such Class A-R Certificates, agrees to give the Trustee written
notice that it is a "pass-through interest holder" within the
meaning of Temporary Treasury Regulations Section
1.67-3T(a)(2)(i)(A) immediately upon becoming the Holder of a
Class A-R Certificate, if it is, or is holding such Class A-R
Certificates on behalf of, a "pass-through interest holder".

(d) No Class A-R Certificate shall be registered in the
name of the Depositor or any Person known to a Responsible
Officer to be an Affiliate thereof, and no Subordinate
Certificate shall be registered in the name of the Depositor or
any such Affiliate, unless the Trustee shall first have received
written notification from each Rating Agency that such Transfer
will not cause a reduction or withdrawal of the rating then
assigned to any of the Rated Certificates.

ARTICLE FIVE

ADMINISTRATION AND SERVICING OF CONTRACTS

Section 5.01. Responsibility for Contract Administration
and Servicing. The Servicer shall service and administer the
Contracts in accordance with and subject to the terms of this
Agreement, shall have full power and authority to do any and all
things that it may deem necessary or desirable in connection with
such servicing and administration; provided, however, that if, as
a result of extending of payments (including any increase in the
number of payments) in the ordinary course of the Servicer's
collection procedures, any Contract will be outstanding on the
Final Scheduled Distribution Date relating to Certificates other
than the Class A-1 Certificates, then the Servicer shall
repurchase such Contract pursuant to Section 3.05. The
relationship of the Servicer (and of any successor Servicer other
than the Trustee) to the Trustee under this Agreement is intended
by the parties to be that of independent contractor and not that
of a joint venturer, partner or agent of the Trustee.

Section 5.02. Standard of Care. In managing,
administering, servicing and making collections on the Contracts
pursuant to this Agreement, the Servicer will exercise the same
degree of skill and care, consistent with the terms of this
Agreement, that the Servicer exercises in managing, servicing,
administering and collecting on similar manufactured housing
installment sales contracts and installment loan agreements owned
and/or serviced by the Servicer; provided, however, that nothing
herein shall require the Servicer to violate any applicable
federal, state or local common or statutory law, regulation or
rule. Without limiting the generality of the foregoing, the
Servicer is hereby authorized and empowered by the Trustee when
the Servicer believes it appropriate in its best judgment, to
execute and deliver, on behalf of the Certificateholders and the
Trustee or any of them, any and all instruments of satisfaction
or cancellation, or of partial or full release or discharge and
all other comparable instruments, with respect to the Contracts
and any related Mortgages and with respect to the Manufactured
Homes and any related Mortgaged Properties. The Trustee shall
execute any powers of attorney and other documents prepared and
delivered to the Trustee by the Servicer that are necessary or
appropriate, in the judgement of the Servicer, to enable the
Servicer to service and administer the Contracts. For purposes
of this Agreement, the Trustee shall be deemed to have given to
the Servicer a power of attorney for purposes of servicing the
Contracts.

Section 5.03. Subservicing.

(a) The Servicer may enter into Subservicing Agreements
with one or more Subservicers for the servicing and
administration of certain of the Contracts. References herein to
actions taken or to be taken by the Servicer in servicing the
Contracts include actions taken or to be taken by a Subservicer
on behalf of the Servicer. Each Subservicing Agreement will be
upon such terms and conditions as are not inconsistent with this
Agreement and as the Servicer and the Subservicer have agreed.
With the approval of the Servicer, a Subservicer may delegate its
servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing
Agreement. The Servicer and a Subservicer may enter into
amendments thereto or different forms of Subservicing Agreements;
provided, however, that any such amendments or different forms
shall be consistent with and not violate the provisions of this
Agreement or materially adversely affect the rights of
Certificateholders hereunder.

(b) The Servicer shall be entitled to terminate any
Subservicing Agreement that may exist in accordance with the
terms and conditions of such Subservicing Agreement and without
any limitation by virtue of this Agreement; provided, however,
that in the event of termination of any Subservicing Agreement by
the Servicer or the related Subservicer, the Servicer shall
either act directly as Servicer of the related Contract or enter
into a Subservicing Agreement with a successor Subservicer, which
will be bound by the terms of the related Subservicing Agreement.

(c) Notwithstanding any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or
arrangements between the Servicer or a Subservicer or reference
to actions taken through such Persons or otherwise, the Servicer
shall remain obligated and liable to the Trustee and the
Certificateholders for the servicing and administering of the
Contracts in accordance with the provisions of this Agreement
without diminution of such obligation or liability by virtue of
such Subservicing Agreements or arrangements or by virtue of
indemnification from a Subservicer and to the same extent and
under the same terms and conditions as if the Servicer alone were
servicing and administering the Contracts. The Servicer shall be
entitled to enter into an agreement with a Subservicer for
indemnification of the Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such
indemnification.

(d) Any Subservicing Agreement that may be entered into and
any other transactions or servicing arrangements relating to the
Contracts involving a Subservicer shall be deemed to be between
the Subservicer and the Servicer alone, and neither the Trustee
nor the Certificateholders shall be deemed parties thereto and
shall have no claims, rights, obligations, duties or liabilities
with respect to the Subservicer except as set forth in the
immediately succeeding paragraph.

(e) In the event the Servicer shall for any reason no
longer be a servicer (including, but not limited to, by reason of
an Event of Default), the Trustee or its designee may, at the
sole discretion of the Trustee, thereupon assume all of the
rights and obligations of such Servicer under each Subservicing
Agreement selected by the Trustee in its sole discretion. In
such event, the Trustee, its designee or the successor servicer
for the Trustee shall be deemed to have assumed all of the
Servicer's interest therein and to have replaced the Servicer as
a party to each such Subservicing Agreement to the same extent as
if such Subservicing Agreement had been assigned to the assuming
party except that the Servicer shall not thereby be relieved of
any liability or obligations under the Subservicing Agreement.
The Servicer shall, upon request of the Trustee but at the
expense of the Servicer, deliver to the assuming party all
documents and records relating to each such Subservicing
Agreement and the Contracts then being serviced and an accounting
of amounts collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of the
Subservicing Agreement to the assuming party.

Section 5.04. Records. The Servicer, during the period it
is servicer hereunder, shall maintain such books of account and
other records as will enable the Trustee (if the Trustee so
elects in its discretion) to determine the status of each
Contract. Without limiting the generality of the preceding
sentence, the Servicer shall keep such records in respect of
Liquidation Expenses as will enable the Trustee (if the Trustee
so elects in its discretion) to determine that the correct amount
of Net Liquidation Proceeds in respect of a Liquidated Contract
has been deposited in the Collection Account.

Section 5.05. Inspection.

(a) During the term of this Agreement, the Servicer shall
afford the Trustee and its authorized agents reasonable access
during normal business hours to the Servicer's records relating
to the Contracts and will cause its personnel to provide
reasonable assistance in any examination of such records by the
Trustee or any of its authorized agents. The examination and
assistance referred to in this Section will be conducted in a
manner that does not interfere unreasonably with the Servicer's
normal operations or customer or employee relations. Without
otherwise limiting the scope of the examination the Trustee may
make, the Trustee or its authorized agents, using generally
accepted audit procedures, may in their discretion verify the
status of each Contract and review the records relating thereto
for conformity to Monthly Reports prepared pursuant to
Section 7.01 and compliance with the standards represented to
exist as to each Contract in this Agreement.

(b) At all times during the term hereof, the Servicer shall
keep available a copy of the Contract Schedule at its principal
executive office for inspection by Certificateholders.

Section 5.06. Payment of Taxes. If the Servicer becomes
aware of the nonpayment by an Obligor of a personal property Tax
or other Tax or Tax related charge that may result in a lien upon
a Manufactured Home prior to, or equal to or coordinate with, the
lien of the related Contract, the Servicer, consistent with
Section 5.02, shall take action to avoid the attachment of any
such lien. If the Servicer shall have paid any such personal
property Tax or other Tax or Tax related charge directly on
behalf of an Obligor, the Servicer shall seek reimbursement
therefor only from the related Obligor (except as provided in the
last sentence of this Section) and may separately add such amount
to the Obligor's obligation as provided by the Contract, but, for
the purposes of this Agreement, may not add such amount to the
Contract Principal Balance of the Contract. If the Servicer
shall have repossessed a Manufactured Home on behalf of the
Certificateholders and the Trustee, the Servicer shall pay the
amount of any such personal property Tax or other Tax or Tax
related charge arising during the time such Manufactured Home is
in the Servicer's possession, unless the Servicer is contesting
in good faith the validity of such personal property Tax or other
Tax or Tax related charge on such Manufactured Home. If the
Obligor does not reimburse the Servicer for payment of taxes
pursuant to this Section and the related Contract is liquidated
after a default, the Servicer shall be reimbursed for its payment
of such Taxes out of the related Liquidation Proceeds.

Section 5.07. Enforcement.

(a) When the Servicer shall sue to enforce or collect upon
Contracts, then it shall bring suit in its own name, if possible,
or as agent for the Trust Fund. If the Servicer elects to
commence a legal proceeding to enforce a Contract, the act of
commencement shall be deemed to be an automatic assignment of the
Contract to the Servicer for purposes of collection only. If,
however, in any enforcement suit or legal proceeding it is held
that the Servicer may not enforce a Contract on the ground that
it is not a real party in interest or a holder entitled to
enforce the Contract, the Trustee on behalf of the
Certificateholders shall, at the Servicer's expense, take such
steps as the Servicer deems necessary to enforce the Contract,
including bringing suit in its name as Trustee hereunder or in
the names of the Certificateholders. If there has been a
recovery of attorneys' fees in favor of the Servicer or the Trust
Fund in an action involving the enforcement of a Contract, the
Servicer shall be reimbursed out of such recovery for its
reasonable out-of-pocket attorney's fees and expenses incurred in
such enforcement action.

(b) The Servicer shall exercise any rights of recourse
against third Persons that exist with respect to any Contract in
accordance with Section 5.02. In exercising such rights, the
Servicer is authorized on the Trustee's behalf to reassign the
Contract or to resell the related Manufactured Home to the Person
against whom recourse exists at the price set forth in the
document creating the recourse.

(c) The Servicer may grant to the Obligor on any Contract
any rebate, refund or adjustment out of the Collection Account
that is required because of an overpayment in connection with the
prepayment in full of the Contract or otherwise. The Servicer,
except as required by the Contract or by law, will not permit any
rescission or cancellation of any Contract.

Section 5.08. Hazard Insurance Policies.

(a) Except as otherwise provided in Section 5.08(b), the
Servicer shall cause to be maintained with respect to each
Contract (other than Contracts relating to REO Properties) one or
more Hazard Insurance Policies that provide the same coverage as
a standard form fire and extended coverage insurance policy that
is customary in the Servicer's procedures for manufactured
housing contracts owned and/or serviced by the Servicer, issued
by a company authorized to issue such policies in the State in
which the Manufactured Home is located, and in an amount that is
not less than the lesser of the maximum insurable value and the
Contract Principal Balance of the related Contract. Each Hazard
Insurance Policy caused to be maintained by the Servicer shall
contain a standard loss payee clause in favor of the Servicer and
its successors and assigns. If any Obligor is in default in the
payment of premiums on its Hazard Insurance Policy or Policies,
the Servicer shall pay such premiums out of its own funds, and
may add separately such premium and any related interest to the
Obligor's obligation as provided by the Contract but may not add
such premium and interest to the Contract Principal Balance of
the Contract for purposes of this Agreement. If the Obligor does
not reimburse the Servicer for payment of such premiums and the
related Contract is liquidated after a default, the Servicer
shall be reimbursed for its payment of such premiums out of the
related Liquidation Proceeds.

(b) The Servicer may, in lieu of causing individual Hazard
Insurance Policies to be maintained with respect to each Manufac-
tured Home pursuant to this Section, and shall, to the extent
that a Contract does not require the Obligor to maintain a Hazard
Insurance Policy with respect to the related Manufactured Home,
maintain one or more blanket insurance policies covering losses
in a connection with a hazard as provided in Section 5.08(a)
resulting from the absence or insufficiency of individual Hazard
Insurance Policies. Any such blanket policy shall be in the
amount sufficient to cover all losses in connection with a hazard
on the Contracts. The Servicer shall pay, out of its own funds,
the premium for such policy on the basis described therein and
shall deposit in the Collection Account, on the Business Day next
preceding the Determination Date following the Due Period in
which the insurance proceeds from claims in respect of any
Contracts under such blanket policy are received, the deductible
amount with respect to such claims. The Servicer shall not,
however, be required to deposit any deductible amount with
respect to claims under individual Hazard Insurance Policies
maintained pursuant to Section 5.08(a).

(c) If the Servicer shall have repossessed a Manufactured
Home on behalf of the Trustee or foreclosed upon or otherwise
acquired any Mortgaged Property, the Servicer shall either (i)
maintain at its expense a Hazard Insurance Policy with respect to
such Manufactured Home or Mortgaged Property meeting the require-
ments of Section 5.08(a) or 5.08(b), except that the Servicer
shall be responsible for depositing any deductible amount with
respect to all claims under individual Hazard Insurance Policies
or (ii) indemnify the Trust Fund against any damage to such
Manufactured Home prior to resale or other disposition.

(d) Any cost incurred by the Servicer in maintaining any of
the foregoing insurance, for the purpose of calculating monthly
distributions to Certificateholders, shall not be added to the
Contract Principal Balance of any Contract, notwithstanding that
the terms of such Contract so permit. The Servicer shall not be
entitled to reimbursement from the Depositor, the Trustee or the
Certificateholders for such costs. Such costs (other than the
cost of the blanket policy) shall only be recovered out of late
payments by the Obligor for such premiums or, if the related
Contract is liquidated after a default, out of the related
Liquidation Proceeds.

Section 5.09. Hazard Insurance Policy Collections; Consent
to Manufactured Home Transfers; Assumption Agreements.

(a) The Servicer agrees to present, on behalf of itself,
the Trustee and Certificateholders, claims to the insurer under
any Hazard Insurance Policies and, in this regard, to take such
reasonable action as shall be necessary to permit recovery under
any Hazard Insurance Policies. Any amounts collected by the
Servicer under any such Hazard Insurance Policies shall be
deposited in the Collection Account pursuant to Section
6.04(b)(iv), except to the extent they are applied to the
restoration of the related Manufactured Home or released to the
related Obligor in accordance with the normal servicing
procedures of the Servicer.

(b) The Servicer shall not withhold its consent to any
transfer of ownership of a Manufactured Home in accordance with
the related Contract unless the proposed transferee does not meet
the Servicer's then applicable underwriting standards (exclusive
of down payment requirements). In addition, the Servicer shall
not withhold such consent if such withholding of consent is not
permitted under applicable law and governmental regulations.

(c) In any case in which a Manufactured Home is to be
conveyed to a Person by an Obligor, and such Person is to enter
into an assumption agreement or modification agreement or supple-
ment to the Contract, upon the closing of such conveyance, the
Servicer shall cause the originals of the assumption agreement,
the release (if any) or the modification or supplement to the
Contract to be included in the related Contract File. Any fee
collected by the Servicer for entering into an assumption or sub-
stitution of liability agreement with respect to such Contract
will be retained by the Servicer as additional servicing
compensation. In connection with any such conveyance through an
assumption, modification or supplement, the APR borne by, and all
other material terms of, the related Contract shall not be
changed.

Section 5.10. Realization upon Defaulted Contracts.
Subject to applicable law, the Servicer shall repossess,
replevin, foreclose upon or otherwise comparably convert the
ownership of Manufactured Homes and any related Mortgaged
Properties securing all Contracts that come into default and that
the Servicer believes in its good faith business judgment will
not be brought current; provided that if the Servicer has actual
knowledge that a Mortgaged Property is affected by hazardous
waste, then the Servicer shall not cause the Trust Fund to
acquire title to such Mortgaged Property in a foreclosure or
similar proceeding unless such condition is remedied. In
connection with such repossession, foreclosure or other conver-
sion, the Servicer shall follow such practices and procedures as
it shall deem necessary or advisable and as shall be consistent
with Section 5.02. Subject to the foregoing proviso, in the
event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be issued to the Trustee, as Trustee,
or, at its election, to its nominee on behalf of the Trustee, as
Trustee. The Servicer shall manage, conserve and protect such
Manufactured Homes and any related Mortgaged Property for the
purposes of their prompt disposition and sale, and shall dispose
of such Manufactured Homes and any related Mortgaged Property on
such terms and conditions as are consistent with Sections 5.02
and 10.12.

Section 5.11. Costs and Expenses. All costs and expenses
incurred by the Servicer in carrying out its duties under this
Agreement, including all fees and expenses incurred in connection
with the enforcement of Contracts (including enforcement of
defaulted Contracts and repossessions of Manufactured Homes
securing such Contracts), shall be paid by the Servicer and the
Servicer shall not be entitled to reimbursement hereunder, except
to the extent such reimbursement is specifically provided for in
this Agreement. Notwithstanding the foregoing, the Servicer
shall be reimbursed out of the Liquidation Proceeds of a
defaulted Contract for Liquidation Expenses incurred by it in
realizing upon the related Manufactured Home and any related
Mortgaged Property, including, but not limited to: (i) costs of
refurbishing and securing such Manufactured Home; (ii)
transportation expenses incurred in moving the Manufactured Home;
(iii) reasonable legal fees and expenses of outside counsel and
any associated court costs; (iv) rental expenses (including the
payment of rent not paid by the defaulting Obligor) incurred in
maintaining a leasehold interest for the Manufactured Home; and
(v) sales commissions paid to Persons that are not Affiliates of
the Servicer. The Servicer shall not incur the foregoing
Liquidation Expenses unless it determines in its good faith
business judgment that incurring such expenses is in accordance
with Section 5.02 and will increase the Net Liquidation Proceeds
from such Manufactured Home.

Section 5.12. Trustee to Cooperate. The Servicer is autho-
rized to execute an instrument in satisfaction of any Contract
paid in full and any related Mortgage and do such other acts and
execute such other documents as the Servicer deems necessary to
discharge the Obligor thereunder and eliminate the security
interest in the Manufactured Home and any Mortgaged Property
related thereto. The Servicer shall determine when a Contract
has been paid in full; to the extent insufficient payments are
received on a Contract mistakenly determined by the Servicer to
be prepaid or paid in full and satisfied, the shortfall shall be
paid by the Servicer out of its own funds by deposit into the
Collection Account. Upon request of a Servicing Officer, the
Trustee shall perform such other acts as are reasonably requested
by the Servicer, at the Servicer's expense (including, without
limitation, the execution of documents), and otherwise cooperate
with the Servicer in enforcement of rights and remedies with
respect to Contracts.

Section 5.13. Servicing and Other Compensation. The
Servicer, as compensation for its activities hereunder including,
without limitation, the payment of fees and expenses of the
Trustee pursuant to Section 10.05, shall be entitled to receive
on each Distribution Date the Monthly Servicing Fee pursuant to
Section 6.02. Application fees, Late Payment Fees, Extension
Fees, processing fees and any transfer of equity or assumption
fees or Repossession Profits shall be retained by the Servicer as
additional servicing compensation. If, for any Distribution
Date, the aggregate Prepayment Interest Excess exceeds the
aggregate Prepayment Interest Shortfall, such excess shall be
retained by the Servicer. If, for any Distribution Date, the
aggregate Prepayment Interest Shortfall exceeds the aggregate
Prepayment Interest Excess, the aggregate Servicing Fee for such
Distribution Date shall be reduced (but not below zero) by an
amount equal to such excess.

Section 5.14. REO Disposition The Servicer shall sell each
REO Property within two years of its acquisition by the Trust
Fund, unless, at the request of the Servicer, the Trustee seeks,
and subsequently receives, an Opinion of Counsel, addressed to
the Trustee and the Servicer, to the effect that the holding by
the Trust Fund of such REO Property subsequent to such time will
not result in the imposition of Taxes on "prohibited
transactions" of the Trust Fund as defined in Section 860F of the
Code or cause the Trust Fund to fail to qualify as a two-tiered
REMIC at any time that any Certificates are outstanding. The
Servicer shall manage, conserve, protect and operate each REO
Property solely for the purpose of its prompt disposition and
sale in a manner that does not cause any such REO Property to
fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) or result in the receipt by the Pooling REMIC
or the Issuing REMIC of any "income from non-permitted assets"
within the meaning of Section 860F(a)(2)(B) of the Code or any
"net income from foreclosure property" that is subject to
taxation under the REMIC Provisions. Pursuant to its efforts to
sell a REO Property, the Servicer shall either itself or through
an agent selected by it protect and conserve such REO Property in
the same manner and to such extent as is customary in the
locality where such REO Property is located and may, incident to
its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as it
deems to be in the best interests of it and the Certificate-
holders for the period prior to the sale of such REO Property.

The disposition of REO Property shall be carried out by the
Servicer at such price and upon such terms and conditions as the
Servicer shall deem necessary or advisable, as shall be normal
and usual in its general servicing activities.

The proceeds from the REO disposition, net of any reimburse-
ment to the Servicer as provided above, shall be deposited in the
Collection Account in accordance with Section 6.04(b)(ii).

ARTICLE SIX

DISTRIBUTIONS

Section 6.01. Monthly Payments.

(a) On each Distribution Date the Trustee shall, based upon
the information set forth in the related Monthly Report, withdraw
from the Certificate Account an amount equal to the Available
Distribution Amount and apply such amount in the following order
of priority:

(i) concurrently, to each Class of Class A
Certificates (A) first, the related Interest Distribution
Amount for such Distribution Date, with the Available
Distribution Amount being allocated among such Classes pro
rata based on their respective Interest Distribution Amounts
and (B) second, the related Carryover Interest Distribution
Amount, if any, for such Distribution Date, with the
Available Distribution Amount being allocated among such
Classes of Certificates pro rata based on their respective
Carryover Interest Distribution Amounts;

(ii) to the Class M-1 Certificates, (A) first, the
related Interest Distribution Amount for such Distribution
Date and (B) second, the related Carryover Interest
Distribution Amount, if any, for such Distribution Date;

(iii) to the Class M-2 Certificates, (A) first, the
related Interest Distribution Amount for such Distribution
Date and (B) second, the related Carryover Interest
Distribution Amount, if any, for such Distribution Date;

(iv) to the Class B-1 Certificates, (A) first, the
related Interest Distribution Amount for such Distribution
Date and (B) second, the related Carryover Interest
Distribution Amount, if any, for such Distribution Date;

(v) to the Class B-2 Certificates, (A) first, the
related Interest Distribution Amount for such Distribution
Date and (B) second, the related Carryover Interest
Distribution Amount, if any, for such Distribution Date;

(vi) concurrently, to each Class of Class A
Certificates, the related Unpaid Certificate Principal
Shortfall for the Class A Certificates, if any, for such
Distribution Date, allocated among the Class A Certificates
pro rata based on their respective Certificate Principal
Balances;

(vii) to the Class A Certificates, the Class A Formula
Principal Distribution Amount allocated in the following
manner and in the following order of priority; provided,
however, that on any Distribution Date on which the Pool
Balance is less than or equal to the aggregate Certificate
Principal Balance of the Class A Certificates immediately
prior to such Distribution Date, the Class A Formula
Principal Distribution Amount will be allocated among the
Class A Certificates pro rata based upon their respective
Certificate Principal Balances:

(A) to the Class A-R Certificates until the Class
A-R Certificate Principal Balance has been reduced
to zero;

(B) to the Class A-1 Certificates until the Class
A-1 Certificate Principal Balance has been reduced
to zero;

(D) to the Class A-3 Certificates until the Class
A-3 Certificate Principal Balance has been reduced
to zero;

(E) to the Class A-4 Certificates until the Class
A-4 Certificate Principal Balance has been reduced
to zero; and

(viii) to the Class M-1 Certificates, (A) first, any
related Liquidation Loss Interest Amount for such
Distribution Date, and (B) second, any related Unpaid
Liquidation Loss Interest Shortfall for such Distribution
Date;

(ix) to the Class M-1 Certificates, the related Unpaid
Certificate Principal Shortfall for the Class M-1
Certificates, if any, for such Distribution Date;

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

(xi) to the Class M-2 Certificates, (A) first, any
related Liquidation Loss Interest Amount for such
Distribution Date, and (B) second, any related Unpaid
Liquidation Loss Interest Shortfall for such Distribution
Date;

(xii) to the Class M-2 Certificates, the related Unpaid
Certificate Principal Shortfall for the Class M-2
Certificates, if any, for such Distribution Date;

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

(xiv) to the Class B-1 Certificates, (A) first, any
related Liquidation Loss Interest Amount for such
Distribution Date, and (B) second, any related Unpaid
Liquidation Loss Interest Shortfall for such Distribution
Date;

(xv) to the Class B-1 Certificates, the related Unpaid
Certificate Principal Shortfall for the Class B-1
Certificates, if any, for such Distribution Date;

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

(xvii) to the Class B-2 Certificates, (A) first, any
related Liquidation Loss Interest Amount for such
Distribution Date, and (B) second, any related Unpaid
Liquidation Loss Interest Shortfall for such Distribution
Date;

(xviii) to the Class B-2 Certificates, the related Unpaid
Certificate Principal Shortfall for the Class B-2
Certificates, if any, for such Distribution Date;

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

(xx) to each Class of Class A Certificates,
sequentially in accordance with clause (vii), the
Accelerated Principal Distribution Amount for such
Distribution Date, in reduction of the Certificate Principal
Balance of such Classes, until each is reduced to zero;

(xxi) to the Class X Certificates, in the following
sequential order;

(A) the current Class X Strip Amount; and

(B) any Class X Strip Amounts from previous
Distribution Dates remaining unpaid;

(xxii) to the Servicer, an additional servicing fee equal
to one-twelfth of the product of 0.08% and the Pool Balance
at the beginning of the related Due Period; and

(xxiii) any remainder, to the Class A-R Certificates.

(b) On each Distribution Date for which the applicable
Monthly Report indicates that one or more Interest Deficiency
Withdrawals is required, after making the withdrawals and
applications described in Section 6.01(a), the Trustee shall,
based upon the information set forth in the related Monthly
Report, withdraw from the Certificate Account an amount equal to
all Interest Deficiency Withdrawals to be made on such date and
apply such amount to payment of the related Interest Deficiency
Amounts in the following order of priority:

(i) to the Class M-1 Certificates, the Class M-1
Interest Deficiency Withdrawal, if any;

(ii) to the Class M-2 Certificates, the Class M-2
Interest Deficiency Withdrawal, if any;

(iii) to the Class B-1 Certificates, the Class B-1
Interest Deficiency Withdrawal, if any; and

(iv) to the Class B-2 Certificates, the Class B-2
Interest Deficiency Withdrawal, if any.

(c) The aggregate amounts distributed to Certificateholders
of each Class of Certificates on account of principal shall not
exceed the Initial Certificate Principal Balance of such Class of
Certificates. Distributions to the Certificateholders shall be
made such that the Trustee shall distribute to each Certif-
icateholder as of the related Record Date an amount equal to, in
the case of (1) the Class A Certificates, the product of the
aggregate Percentage Interest evidenced by such
Certificateholder's Class A Certificates and the Class A-R,
Class A-1, Class A-2, Class A-3 or Class A-4 Distribution Amount,
as the case may be, for such Distribution Date, (2) the Class M
Certificates, the product of the aggregate Percentage Interest
evidenced by such Certificateholder's Class M Certificates and
the Class M-1 or Class M-2 Distribution Amount, as the case may
be, for such Distribution Date, (3) the Class B Certificates, the
product of the aggregate Percentage Interest evidenced by such
Certificateholder's Class B Certificates and the Class B-1 or B-2
Distribution Amount, as the case may be, for such Distribution
Date and (4) the Class X Certificates, the entire amount
distributable in respect thereof on such Distribution Date.

(d) The Trustee shall pay each Certificateholder of record
by check mailed to such Certificateholder at the address for such
Certificateholder appearing on the Certificate Register; provided
that (i) so long as DTC or its nominee is the Depository, or (ii)
if neither DTC nor its nominee is the Depository and such
Certificateholder holds Certificates with original denominations
aggregating at least $5 million and has given the Trustee
appropriate written instructions at least five Business Days
prior to the related Record Date (which instructions, until
revised, shall remain operative for all Distribution Dates
thereafter), the Trustee shall pay such Certificateholder by wire
transfer of funds. If on any Determination Date the Servicer
determines that there are no Contracts Outstanding and no other
funds or assets in the Trust Fund other than the funds in the
Collection Account or the Certificate Account, the Servicer
promptly shall instruct the Trustee to send the final
distribution notice to each Certificateholder and make provision
for the final distribution in accordance with Section 11.01(b).
Final payment of any Certificate shall be made only upon
presentation of such Certificate at the office or agency of the
Certificate Registrar.

(e) Each distribution with respect to a Book-Entry
Certificate shall be paid to the Depository, which shall credit
the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to
each indirect participating brokerage firm (a "brokerage firm" or
"indirect participating firm") for which it acts as agent. Each
brokerage firm shall be responsible for disbursing funds to the
Certificate Owners that it represents. All such credits and
disbursements with respect to a Book-Entry Certificate are to be
made by the Depository and the Depository Participants in
accordance with the provisions of the related Certificates.
Neither the Trustee, the Certificate Registrar, the Depositor nor
the Servicer shall have any responsibility therefor except as
otherwise provided by applicable law. To the extent applicable
and not contrary to the rules of the Depository, the Trustee
shall comply with the provisions of the forms of the Certificates
as set forth as Exhibits.

Section 6.02. Withdrawals from the Collection Account.

(a) The Servicer may, from time to time as provided herein,
make withdrawals from the Collection Account of amounts deposited
therein pursuant to Section 6.04 that are attributable to the
Contracts for the following purposes:

(i) on each Distribution Date, to pay to the Trustee
the Monthly Trustee Fee;

(ii) to pay to the Seller with respect to each
Repurchased Contract in respect thereof all amounts received
thereon that are specified in such Section to be property of
the Seller;

(iii) to reimburse itself for the payment of Taxes
out of Liquidation Proceeds (to the extent not previously
retained from such Liquidation Proceeds prior to their
deposit) or out of payments expressly made by the related
Obligor to reimburse the Servicer for such Taxes, as
permitted by Section 5.06;

(iv) to pay to itself the Monthly Servicing Fee;

(v) to reimburse itself or a previous Servicer out of
Liquidation Proceeds (to the extent not previously retained
from Liquidation Proceeds prior to their deposit in the
Collection Account) in respect of a Manufactured Home and
out of payments by the related Obligor (to the extent of
payments expressly made by the Obligor to reimburse the
Servicer for insurance premiums) for expenses incurred by it
in respect of such Manufactured Home that are specified as
being reimbursable to it pursuant to Section 5.07, 5.08 or
5.11 or to a previous Servicer under Section 8.08;

(vi) to reimburse itself for any Nonrecoverable Advance
or Advances in accordance with Section 6.03(c) or 6.03(b)
and for Advances in respect of Liquidated Contracts in
accordance with Section 6.03(c);

(vii) after the Certificate Principal Balance of
each Class of Certificates has been reduced to zero, to
reimburse the Depositor for expenses incurred and
reimbursable to it pursuant to Section 8.06; and

(viii) to withdraw any amount deposited in the
Collection Account that was not required to be deposited
therein (including any collections on the Contracts that,
pursuant to Section 2.01, are not part of the Trust Fund).

(b) On each Deposit Date, the Servicer shall withdraw from
the Collection Account and deposit to the Certificate Account an
amount equal to the sum of (i) the Available Distribution Amount
for the related Distribution Date and (ii) the Interest
Deficiency Withdrawals, if any, for the Class M-1, Class M-2,
Class B-1 and Class B-2 Certificates for such Distribution Date.

(c) Since, in connection with withdrawals pursuant to
Section 6.02(a)(ii), (a)(iii) and (a)(v), the Servicer's
entitlement thereto is limited to collections or other recoveries
on the related Contract, the Servicer shall keep and maintain
separate accounting, on a Contract by Contract basis, for the
purpose of justifying any withdrawal from the Collection Account
pursuant to such clauses.

Section 6.03. Advances.

(a) By the close of business on each Deposit Date, the
Servicer shall deposit in the Certificate Account, out of its own
funds, an amount equal to the Advances to be made in respect of
the related Due Period.

(b) On each Distribution Date, the Servicer shall reimburse
itself for the Outstanding Amount Advanced to the extent of
actual collections of payments on the Contracts.

(c) If the Servicer determines that any Advance made pursu-
ant to Section 6.03(a) has become a Nonrecoverable Advance and at
the time of such determination there exists an Outstanding Amount
Advanced, then the Servicer shall reimburse itself out of funds
in the Collection Account for the amount of such Nonrecoverable
Advance, but only to the extent of such Outstanding Amount
Advanced.

Section 6.04. Establishment of and Deposits in the
Collection Account and the Certificate Account.

(a) (i) On or before the Closing Date, the Servicer shall
establish and thereafter maintain one or more Collection
Accounts that are Eligible Accounts, in the form of separate
custodial accounts, titled "IndyMac Manufactured Housing in
trust for ABSC Series 1998-2". The Servicer shall cause
monies in the Collection Account to be invested in Eligible
Investments selected by the Servicer, which shall mature or,
in the case of a money market fund, be redeemed not later
than the Determination Date next following the date of such
investment (except that if such Eligible Investment is an
obligation of the institution that maintains the Collection
Account, then such Eligible Investments shall mature or, in
the case of a money market fund, be redeemed not later than
the related Deposit Date) and shall not be sold or disposed
of prior to its maturity. All such Eligible Investments
shall be made in the name of the Servicer. The Servicer
shall select such Eligible Investments so as to achieve the
following objectives in the order stated: (i) preservation
of principal and (ii) maximization of income. If an
instrument or account ceases to meet the requirements of an
Eligible Investment or Eligible Account, the Servicer shall
cause all monies in such investment and account to be
withdrawn and deposited in an Eligible Investment (which
Eligible Investment shall be selected by the Servicer) or
Eligible Account, as the case may be, within 20 Business
Days of the occurrence of such investment or account ceasing
to meet such requirements. All net income and gain realized
from any such investments, to the extent provided by this
Agreement, shall be added to the Collection Account.

(ii) On or before the Closing Date, the Trustee shall
establish and thereafter maintain, one or more Certificate
Accounts that are Eligible Accounts, in the form of separate
custodial accounts, titled "IndyMac Manufactured Housing
Contract Pass-Through Certificates, Series 1998-2 (Asset
Backed Securities Corporation, Depositor) in trust for the
Trustee". The Trustee shall cause monies in the Certificate
Account to be invested at the written direction of the
Servicer in Eligible Investments selected by the Servicer,
which shall mature or, in the case of a money market fund,
be redeemed not later than the Deposit Date next following
the date of such investment (except that if such Eligible
Investment is an obligation of the institution that
maintains the Certificate Account, then such Eligible
Investments shall mature or, in the case of a money market
fund, be redeemed not later than the related Distribution
Date) and shall not be sold or disposed of prior to its
maturity. All such Eligible Investments shall be made in
the name of the Trustee. The Servicer shall select such
Eligible Investments so as to achieve the following
objectives in the order stated: (i) preservation of
principal values and (ii) maximization of income. If an
instrument or account ceases to meet the requirements of an
Eligible Investment or Eligible Account, the Trustee shall
cause all monies in such investment and account to be
withdrawn and deposited in an Eligible Investment (which
Eligible Investment shall be selected by the Servicer) or
Eligible Account, as the case may be, within 20 Business
Days of the occurrence of such investment or account ceasing
to meet such requirements. All net income and gain realized
from any such investments, to the extent provided by this
Agreement, shall be added to the Certificate Account.

(b) No later than the second Business Day following the
Servicer's receipt of the amounts delineated in clauses (i)
through (iv) below, the Servicer shall deposit in the Collection
Account the following amounts (net of all amounts the Servicer,
if IndyMac is acting as Servicer, would be entitled to withdraw
therefrom pursuant to Section 6.02) in respect of the related
Distribution Date and Due Period:

(i) all amounts received from Obligors with respect to
principal of and interest on the Contracts;

(ii) all Net Liquidation Proceeds and the proceeds of
the disposition of REO Properties;

(iii) the Repurchase Price of each Repurchased
Contract and any other amounts required to be deposited by
the Seller pursuant to Section 3.05(a); and

(iv) deductible amounts in respect of Hazard Insurance
Policies pursuant to Section 5.08(b) and, to the extent
provided in Section 5.09(a), amounts collected by the
Servicer under Hazard Insurance Policies.

Section 6.05. Transfer of Certificate Account. The Trustee
may transfer the Certificate Account to a different depository
institution from time to time, so long as the Certificate Account
remains an Eligible Account. The Trustee shall give notice of
any transfer to the other parties hereto and to each Rating
Agency prior to such transfer.

Section 6.06. Transfer of Collection Account. The Servicer
may transfer the Collection Account to a different depository
institution from time to time, so long as the Collection Account
remains an Eligible Account. The Servicer shall give notice of
any transfer to the other parties hereto and to each Rating
Agency prior to such transfer.

Section 6.07. Determination of One-Month LIBOR.

(a) On each Floating Rate Determination Date, the Servicer
will determine the arithmetic mean of the London Interbank
Offered Rate ("LIBOR") quotations for one-month Eurodollar
deposits ("One-Month LIBOR") for the succeeding Interest Accrual
Period for the Class A-1 Certificates on the basis of the
Reference Banks' offered LIBOR quotations provided to the
Servicer as of 11:00 a.m. (London time) on such Floating Rate
Determination Date. As used herein with respect to a Floating
Rate Determination Date, "Reference Banks" means leading banks
engaged in transactions in Eurodollar deposits in the
international Eurocurrency market (i) with an established place
of business in London, (ii) whose quotations appear on the
Bloomberg Screen US0001M Index page and (iii) which have been
designated as such by the Servicer in writing and are able and
willing to provide such quotations to the Servicer; and
"Bloomberg Screen US0001M Index Page" means the display
designated as page "US0001M" on the Bloomberg Financial Markets
Commodities News (or such other pages as may replace such page on
that service for the purpose of displaying LIBOR quotations of
major banks). If any Reference Bank should be removed from the
Bloomberg Screen US0001M Index Page or in any other way fails to
meet the qualifications of a Reference Bank, the Servicer may, in
its sole discretion, designate an alternative Reference Bank in
writing.

(b) On each Floating Rate Determination Date, One-Month
LIBOR for the next succeeding Interest Accrual Period will be
established by the Servicer as follows:

(i) If two or more of the Reference Banks provide such
offered One-Month LIBOR quotations on the Bloomberg Screen
US0001M Index Page, One-Month LIBOR will be the arithmetic
mean of such offered quotations (rounding such arithmetic
mean, if necessary, to the nearest five decimal places).

(ii) If only one or none of the Reference Banks
provides such offered quotations, One-Month LIBOR will be
the higher of (A) One-Month LIBOR as determined on the
previous Floating Rate Determination Date and (B) the
Reserve Interest Rate. The "Reserve Interest Rate" will be
the rate per annum that the Servicer determines to be either
(A) the arithmetic mean (rounding such arithmetic mean
upwards if necessary to the nearest five decimal places) of
the one-month Eurodollar lending rate that New York City
banks selected by the Servicer are quoting, on the relevant
Floating Rate Determination Date, to the principal London
offices of at least two leading banks in the London
interbank market or (B) in the event that the Servicer can
determine no such arithmetic mean, the lowest one-month
Eurodollar lending rate that the New York City banks
selected by the Servicer are quoting on such Floating Rate
Determination Date to leading European banks.

(iii) If the Servicer is required but is unable to
determine the Reserve Interest Rate in the manner provided
in paragraph (ii) above, One-Month LIBOR will be One-Month
LIBOR as determined on the previous Floating Rate
Determination Date.

(c) Notwithstanding the foregoing, One-Month LIBOR for an
Interest Accrual Period for the Class A-1 Certificates shall not
be based on One-Month LIBOR for the previous Interest Accrual
Period for two consecutive Floating Rate Determination Dates.
If, under the priorities described above, One-Month LIBOR for an
Interest Accrual Period would be based on One-Month LIBOR for the
previous Floating Rate Determination Date for the second
consecutive Floating Rate Determination Date, the Servicer shall
select an alternative index (over which the Servicer has no
control) used for determining one-month Eurodollar lending rates
that is calculated and published (or otherwise made available) by
an independent third party.

(d) The establishment of One-Month LIBOR (or an alternative
index) by the Servicer and the Servicer's subsequent calculation
of the Pass-Through Rate on the Class A-1 Certificates for the
relevant Interest Accrual Period, in the absence of manifest
error, will be final and binding.

ARTICLE SEVEN

REPORTS

Section 7.01. Monthly Reports. Not later than 1:00 p.m.,
Eastern Standard Time, on each Determination Date, the Servicer
shall cause the Trustee to receive a "Monthly Report," which
shall include with respect to the related Distribution Date and
Due Period, (i) all information with respect to the Contracts
necessary to enable the Trustee to send statements to
Certificateholders pursuant to Section 7.06(a), (ii) the Average
Sixty-Day Delinquency Ratio, the Average Thirty-Day Delinquency
Ratio and the Current Realized Loss Ratio, (iii) the aggregate
Contract Principal Balance and number of cumulative
repossessions, (iv) the amount of Cumulative Realized Losses and
(v) any additional information required to permit the Trustee to
make the distributions required by Section 6.01(a). The Trustee
shall not be under any duty to recalculate or verify the
information provided to it in any Monthly Report.

Section 7.02. Servicer's Certificate. Each Monthly Report
shall be accompanied by a Servicer's Certificate, which shall,
among other things, certify the accuracy of the Monthly Report
and that no Event of Default or event that with notice or lapse
of time or both would become an Event of Default has occurred, or
if such event has occurred and is continuing, specify the event
and its status.

Section 7.03. Other Data. Upon the receipt of a request
therefor from the Trustee, the Servicer shall furnish the Trustee
with such data regarding the Contracts and the servicing thereof
as may reasonably be requested.

Section 7.04. Annual Statement as to Compliance. The
Servicer will deliver to the Depositor and the Trustee on or
before March 31 of each year, beginning with the first March 31
that occurs at least three months after the Cut-off Date, an
Officer's Certificate stating, as to the signer thereof, that (i)
a review of the activities of the Servicer during the preceding
calendar year (or since the Closing Date in the case of the first
such Officer's Certificate) and of performance under this
Agreement has been made under such officer's supervision and (ii)
to the best of such officer's knowledge, based on such review,
the Servicer has fulfilled all its obligations under this
Agreement throughout such year (or since the Closing Date in the
case of the first such Officer's Certificate), or, if there has
been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature
and status thereof.

Section 7.05. Annual Independent Public Accountants'
Servicing Report. On or before March 31 of each year, beginning
with the first March 31 that occurs at least three months after
the Cut-off Date, the Servicer, at its expense, shall cause a
firm of independent public accountants that is a member of the
American Institute of Certified Public Accountants to furnish a
statement to the Depositor and the Trustee to the effect that
such firm has examined certain documents and records relating to
the servicing of the Contracts under this Agreement and that, on
the basis of such examination conducted substantially in
compliance with this Agreement (or such other agreements) and
generally accepted auditing standards, nothing came to the
attention of such firm that caused such firm to believe that
there were any exceptions or errors in the records relating to
Contracts serviced by the Servicer, insofar as such exceptions or
errors relate to accounting matters. For purposes of such
statement, such firm may assume conclusively that all pooling and
servicing agreements among the Depositor, the Servicer and the
Trustee relating to certificates evidencing an interest in
manufactured housing contracts are substantially similar to one
another except for any such pooling and servicing agreement that
by its terms specifically states otherwise.

Section 7.06. Statements to Certificateholders.

(a) Concurrently with each distribution to
Certificateholders pursuant to Article Six, the Trustee shall
mail, or cause the Paying Agent to mail, to each
Certificateholder at the address appearing on the Certificate
Register a statement as of the related Distribution Date and Due
Period prepared by the Trustee (in the case of (vii) through
(xiii) and (xv) below, based on information furnished by the
Servicer) setting forth:

(i) the aggregate amount distributed on each Class of
Certificates, separately identifying the portion thereof
that constitutes principal and interest;

(ii) the Interest Distribution Amount, Carryover
Interest Distribution Amount, Liquidation Loss Interest
Amount and Unpaid Liquidation Loss Interest Shortfall in
respect of each Class of Certificates;

(iii) the Formula Principal Distribution Amount and
Unpaid Certificate Principal Shortfall in respect of each
Class of Certificates;

(iv) the Accelerated Principal Distribution Amount,
Overcollateralization Reduction Amount, Target
Overcollateralization Amount and Current
Overcollateralization Amount;

(v) the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-R, Class M-1, Class M-2, Class B-1 and Class B-2
Certificate Principal Balances, after giving effect to the
distributions of principal made on such Distribution Date;

(vi) the Adjusted Certificate Principal Balance of the
Class M-1, Class M-2, Class B-1 and Class B-2 Certificates,
after giving effect to the distributions of principal and
allocation of Liquidation Loss Amounts made on such
Distribution Date;

(vii) the Monthly Servicing Fee and other
servicing compensation;

(viii) the number of and aggregate Contract
Principal Balances of Contracts with payments delinquent 30
to 59, 60 to 89 and 90 or more days, respectively;

(ix) the number of and aggregate Contract Principal
Balances of Contracts relating to Manufactured Homes that
were repossessed since the immediately preceding
Distribution Date;

(x) the number of and aggregate Contract Principal
Balances of Contracts (other than Liquidated Contracts)
relating to Manufactured Homes that were repossessed
remaining in the Trust Fund on such Distribution Date;

(xi) the number of and aggregate Contract Principal
Balances of Contracts relating to Manufactured Homes that
were liquidated since the immediately preceding Distribution
Date;

(xii) the Realized Losses with respect to such
Distribution Date;

(xiii) the Cumulative Losses with respect to such
Distribution Date;

(xiv) the Pool Factor for each Class of
Certificates after giving effect to the payment of principal
to be made on such Distribution Date;

(xv) the Interest Deficiency Amount and Interest
Deficiency Withdrawal, if any, for each of the Class M-1,
Class M-2, Class B-1 and Class B-2 Certificates with respect
to such Distribution Date; and

(xvi) such other customary factual information as
is available to the Servicer as the Servicer deems necessary
and can be obtained reasonably from its existing data base
to enable Certificateholders to prepare their tax returns.

Within a reasonable period of time after the end of each
calendar year, subject to the next sentence, but in no event
later than 90 days after the end of such year, the Trustee shall
prepare and furnish to each Person who at any time during the
calendar year was the Holder of a Certificate, a statement
containing the information set forth in clauses (i) and (ii)
above, in the case of Class A, Class M and Class B Certificate-
holders, and (v), (vi) and (vii) above, in the case of Holders of
Subordinated Certificates, aggregated for such calendar year or
applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant
to any requirements of the Code as from time to time in force.

(b) Within a reasonable period of time after the end of
each calendar year, the Trustee shall furnish or cause to be
furnished to each Person who at any time during the calendar year
was a holder of Class X Certificates a statement containing the
applicable distribution information provided pursuant to this
Section aggregated for such calendar year or applicable portion
thereof during which such Person was a holder of the Class X
Certificates. Such obligation shall be deemed to have been
satisfied to the extent that substantially comparable information
shall be provided by the Trustee pursuant to any requirements of
the Code.

(c) A Certificateholder holding (or Certificate Owner
owning beneficial interests in) Certificates of a Class
representing in the aggregate at least 5% of the Percentage
Interest of such Class shall, upon written request to the
Trustee, be entitled to receive copies of all
reports provided to the Trustee at such Holder's or Owner's expense.

Section 7.07. Other Reports. The Trustee shall file on
behalf of the Trust all reports required to be filed with the
Securities and Exchange Commission or any exchange or association
of securities dealers pursuant to the Securities Exchange Act of
1934, as amended, or any rules and regulations promulgated
thereunder.

ARTICLE EIGHT

INDEMNITIES; THE DEPOSITOR AND THE SERVICER

Section 8.01. Liabilities to Obligors. No liability to any
Obligor under any of the Contracts arising out of any act or
omission to act of the Seller or the Servicer in servicing the
Contracts prior to the Closing Date is intended to be assumed by
any other party hereto, or the Certificateholders under or as a
result of this Agreement and the transactions contemplated hereby
and, to the maximum extent permitted and valid under mandatory
provisions of law, each party hereto and the Certificateholders
expressly disclaim such assumption.

Section 8.02. Tax Indemnification. The Seller agrees to
pay, and to indemnify, defend and hold harmless the Trust Fund,
the Trustee, the Certificate Registrar, the Paying Agent, the
Depositor and the Certificateholders from any Taxes that may at
any time be asserted with respect to, and as of the date of, the
transfer of the Contracts from the Seller to the Depositor and
from the Depositor to the Trust Fund, including, without limita-
tion, any sales, gross receipts, general corporation, personal
property, privilege or license Taxes (but not including any
income or franchise Taxes or federal, state or other Taxes
arising out of the creation of the Trust Fund and the issuance of
the Certificates or distributions with respect thereto) and
costs, expenses and reasonable counsel fees in defending against
the same.

Section 8.03. Servicer's Indemnities. The Servicer shall
defend and indemnify the Trust Fund, the Trustee, the Certificate
Registrar, the Paying Agent, the Depositor, Authenticating Agent
and the Certificateholders against any and all costs, expenses,
losses, damages, claims and liabilities, including reasonable
fees and expenses of counsel and expenses of litigation, arising
from third party claims or actions in respect of any action taken
or failed to be taken by the Servicer with respect to any
Contract, Manufactured Home or Mortgaged Property and any failure
by the Servicer to perform its obligations in compliance with
this Agreement. This indemnity shall survive any Event of
Default (but the obligations of the Servicer under this Section
shall not relate to any actions of any subsequent Servicer after
an Event of Default), any payment of the amount owing under, or
any repurchase by the Seller of, any such Contract, the
resignation or removal of the Servicer and the termination of
this Agreement.

Section 8.04. Operation of Indemnities. Indemnification
under this Article shall include, without limitation, reasonable
fees and expenses of counsel and expenses of litigation. If the
Seller or the Servicer has made any indemnity payments to the
Trustee pursuant to this Article and the Trustee thereafter
collects any of such amounts from others, the Trustee will repay
such amounts collected to the Seller or the Servicer, as the case
may be, together with any interest collected thereon.

Section 8.05. Merger or Consolidation of the Depositor, the
Seller or the Servicer. The Seller and the Servicer will each
keep in full effect its existence, rights and franchises as a
corporation, and will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which
such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates
or any of the Contracts and to perform its duties under this
Agreement.

Any person into which the Depositor, the Seller or the
Servicer may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which
any such entity shall be a party, or any Person succeeding to the
business of any such entity, shall be the successor of the
Depositor, the Seller or the Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person to the Servicer shall satisfy
Section 8.08(a)(ii) with respect to the qualifications of a
successor to the Servicer. The Seller, the Depositor and the
Servicer shall promptly notify each Rating Agency of any such
merger, conversion or consolidation to which it is a party.

Section 8.06. Limitation on Liability of the Depositor and
Others. Neither the Depositor nor any of its directors,
officers, employees or agents shall be under any liability to the
Trustee or the Certificateholders for any action taken or for
refraining from the taking of any action in good faith pursuant
to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Depositor or any such
individual against any liability that would otherwise be imposed
by reason of its willful misconduct, bad faith or negligence.
The Depositor and any of its directors, officers, employees or
agents may rely in good faith on any document of any kind prima
facie properly executed and submitted by any Person respecting
any matters arising hereunder. The Depositor shall not be under
any obligation to appear in, prosecute or defend any legal action
that arises under this Agreement and that in its opinion may
involve it in any expense or liability; provided, however, that
the Depositor may in its discretion undertake any such action
that it may deem necessary or desirable in respect to this
Agreement and the rights and duties of the parties hereto. In
such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and
liabilities payable from the Collection Account and the Depositor
shall be entitled to be reimbursed therefor out of monies on
deposit in the Collection Account as provided by Section
6.02(a)(vii); provided that such reimbursement shall be made,
from time to time on one or more Distribution Dates, only out of
the Available Distribution Amount that remains after the
distributions to the Certificateholders on such Distribution Date
have been made.

Section 8.07. Assignment by Servicer. The Servicer may,
with the prior written consent of the Depositor and notice to
each Rating Agency, assign its rights and delegate its duties and
obligations under this Agreement; provided that the Person
accepting such assignment or delegation shall be a Person that is
satisfactory to the Trustee and the Depositor, in their sole and
reasonable judgment, such Person is willing to service the
Contracts and such Person executes and delivers to the Depositor
and the Trustee an agreement, in form and substance reasonably
satisfactory to the Depositor and the Trustee, which contains an
assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or
observed by the Servicer under this Agreement; provided further
that such assignment and delegation will not cause any Rating
Agency to qualify, downgrade or withdraw its then-current rating
of any Rated Certificates, as evidenced by a letter from each
Rating Agency. In the case of any such assignment and
delegation, the Servicer shall be released from its obligations
under this Agreement, except that the Servicer shall remain
liable for all liabilities and obligations incurred by it as
Servicer hereunder prior to the satisfaction of the conditions to
such assignment and delegation set forth in the next preceding
sentence.

Section 8.08. Successor to the Servicer.

(a) In connection with the termination of the Servicer's
responsibilities and duties under this Agreement pursuant to
Section 9.01, the Trustee shall (i) succeed to and assume all of
the Servicer's responsibilities, rights, duties and obligations
under this Agreement (except any liability or responsibility for
any act or omission that arose prior to the Servicer's
termination and the duty to pay and indemnify the Trustee
pursuant to Section 10.05), or (ii) appoint a successor
acceptable to the Depositor, which shall have a net worth of not
less than $10 million and shall have serviced for at least one
year prior to such appointment a portfolio of not less than $100
million aggregate principal amount of manufactured housing
installment sales contracts and/or installment loans and which
shall succeed to all rights and assume all of the responsibil-
ities, duties and liabilities of the Servicer under this Agree-
ment prior to the termination of the Servicer's responsibilities,
duties and liabilities under this Agreement (except that the duty
to pay and indemnify the Trustee pursuant to Section 10.05 shall
be subject to negotiation at the time of such appointment). If
the Trustee becomes the successor to the Servicer in accordance
with this Section, the Trustee may, if it shall be unwilling to
continue to so act, or shall, if it is unable to so act, appoint
or petition a court of competent jurisdiction to appoint, a
successor satisfying the requirements in clause (ii) above. In
connection with any appointment of a successor Servicer, the
Trustee may make such arrangements for the compensation of such
successor out of payments on Contracts as it and such successor
shall agree or such court shall determine; provided, however,
that no such compensation shall be in excess of a monthly amount
equal to 1/12 of the product of 1.25% and the Pool Balance for
the Distribution Date in respect of which such compensation is
being paid without the consent of all of the Certificateholders
and notice to each Rating Agency. If the Servicer's duties,
responsibilities and liabilities under this Agreement should be
terminated pursuant to Section 8.07 or 9.01, the Servicer shall
discharge such duties and responsibilities during the period from
the date it acquires knowledge of such termination until the
effective date thereof with the same degree of diligence and
prudence that it is obligated to exercise under this Agreement,
shall cooperate with the Trustee and any successor Servicer in
effecting the termination of its responsibilities and rights
hereunder and shall take no action whatsoever that might impair
or prejudice the rights or financial condition of its successor.
The assignment by the Servicer pursuant to Section 8.07 or
removal of the Servicer pursuant to Section 9.01 shall not become
effective until a successor Servicer shall be appointed pursuant
to this Section and shall in no event relieve the Seller of
liability pursuant to Sections 3.05 and 10.05. Nothing herein
shall be construed to impose any obligation of the Seller upon
the Trustee or any successor to the Servicer under any
circumstances.

(b) Any successor Servicer appointed as provided herein
shall execute, acknowledge and deliver to the Servicer and to the
Trustee an instrument accepting such appointment, whereupon such
successor Servicer shall become fully vested with all the rights,
powers, duties, responsibilities, obligations and liabilities of
the Servicer, with like effect as if originally named as a party
to this Agreement and the Certificates. Any assignment by or
termination of the Servicer pursuant to Section 8.07 or 9.01 or
the termination of this Agreement pursuant to Section 11.01 shall
not affect any claims that the Trustee may have against the
Servicer arising prior to any such termination or resignation.

The Servicer shall timely deliver to the successor Servicer
the funds in the Collection Account and all Contract Files (to
the extent in the Servicer's possession), Servicing Files and
related documents and statements held by it hereunder and the
Servicer shall account for all funds and shall execute and
deliver such instruments and do such other things as reasonably
may be required to more fully and definitely vest and confirm in
the successor Servicer all such rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer.
Without limitation, the Trustee is authorized and empowered to
execute and deliver on behalf of the Servicer, as
attorney-in-fact or otherwise, any and all documents and other
instruments (including, without limitation, transfer instruments
in respect of certificates of title and financing statements
relating to the Manufactured Homes), and to do any and all acts
or things necessary or appropriate to effect the purposes of such
notice of termination.

Upon a successor's acceptance of appointment as successor
Servicer, the Trustee shall notify in writing the
Certificateholders of such appointment.

ARTICLE NINE

DEFAULT

Section 9.01. Events of Default. If any one or more of the
following events (each, an "Event of Default") shall occur and be
continuing:

(a) any failure by the Servicer to make any deposit or
payment, or to remit to the Trustee any payment, required to
be made under the this Agreement that continues unremedied
for a period of five days after the date upon which written
notice of such failure, requiring the same to be remedied,
shall have been given to the Servicer by the Trustee or the
Depositor or to the Servicer, the Trustee and the Depositor
by the Holders of Certificates evidencing Fractional
Interests aggregating not less than 25%;

(b) failure on the part of the Servicer duly to
observe or perform in any material respect any other of the
covenants or agreements on the part of the Servicer set
forth in this Agreement that continues unremedied for a
period of 60 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have
been given to the Servicer by the Trustee or the Depositor,
or to the Servicer, the Trustee and the Depositor by the
Holders of Certificates evidencing Fractional Interests
aggregating not less than 25%;

(c) a decree or order of a court or agency or super-
visory authority having jurisdiction in the premises in an
involuntary case under any present or future federal or
state bankruptcy, insolvency or similar law or appointing a
trustee, conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against
the Servicer and such decree or order shall have remained in
force undischarged or unstayed for a period of 90 days;

(d) the Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the
Servicer or of or relating to all or substantially all of
the Servicer's property; or

(e) the Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit
of its creditors, voluntarily suspend payment of its
obligations or take any corporate action in furtherance of
any of the foregoing;

then, and in each and every such case, so long as such Event of
Default shall not have been remedied, the Trustee may, and at the
written direction of the Holders of Certificates evidencing Frac-
tional Interests aggregating not less than 51% by notice in
writing to the Servicer shall, terminate all the rights and
obligations of the Servicer under this Agreement and in, to and
under the Contracts and the proceeds thereof. The Trustee shall
send a copy of any such notice to each Rating Agency. On or
after the receipt by the Servicer of such written notice, all
authority and power of the Servicer under this Agreement, whether
with respect to the Contracts or otherwise, shall pass to and be
vested in the successor appointed pursuant to Section 8.08. Upon
the occurrence of an Event of Default that shall not have been
remedied, the Trustee may also pursue whatever rights it may have
at law or in equity to damages, including injunctive relief and
specific performance. The Trustee will have no obligation to
take any action or institute, conduct or defend any litigation
under this Agreement at the request, order or direction of any of
the Holders of Certificates unless such Certificateholders have
offered to the Trustee reasonable security or indemnity against
the costs, expenses and liabilities the Trustee may incur.

Section 9.02. Waiver of Defaults. The Holders of a
majority of outstanding Certificates may waive any default by the
Servicer in the performance of its obligations hereunder and its
consequences, except that a default in the making of any required
remittance to the Trustee for distribution on any of the
Certificates may be waived only by the affected Certificate-
holders. Notwithstanding the foregoing, except in the case of a
default by the Servicer in the making of any required remittance
to the Trustee for distribution on any of the Certificates, the
Trustee may waive a default by the Servicer if and so long as the
Trustee in good faith determines that such waiver is in the
interests of the Holders of Certificates. Upon any such waiver
of a past default, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been
remedied for every purpose of this Agreement. No such waiver
shall extend to any subsequent or other default or impair any
right consequent thereon except to the extent expressly so
waived.

Section 9.03. Trustee to Act; Appointment of Successor. On
and after the time the Servicer receives a notice of termination
pursuant to Section 9.01, the Trustee or an entity appointed
pursuant to Section 8.08(a)(ii) shall be the successor in all
respects to the Servicer as provided in Section 8.08.

Section 9.04. Notification to Certificateholders.

(a) Upon any such termination pursuant to Section 9.01, the
Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the
Certificate Register and to each Rating Agency.

(b) Within 60 days after the occurrence of any Event of
Default known to the Trustee, the Trustee shall transmit by mail
to all Holders of Certificates, notice of such Event of Default
unless such Event of Default shall have been cured or waived.

Section 9.05. Effect of Transfer.

(a) After a transfer of servicing duties to a successor
Servicer pursuant to Section 8.05, 8.07, 8.08 or 9.01, (i) the
Trustee or such successor Servicer may notify Obligors to make
payments that are due under the Contracts after the effective
date of the transfer of servicing duties directly to the
successor Servicer and (ii) the replaced Servicer shall have no
further obligations with respect to the management,
administration, servicing or collection of the Contracts but, in
the case of a transfer pursuant to Section 8.08 or 9.01, shall
remain liable for any liability of the Servicer arising prior to
the date of transfer and shall remain entitled to any
compensation due the Servicer that had already accrued prior to
such transfer.

(b) A transfer of servicing duties to a successor Servicer
shall not affect the rights and duties of the parties hereunder
(including but not limited to the indemnities of the Servicer
pursuant to Article Eight) other than those relating to the
management, administration, servicing or collection of the
Contracts.

ARTICLE TEN

THE TRUSTEE

Section 10.01. Duties of Trustee. The Trustee, prior to
the occurrence of an Event of Default and after the curing or
waiver of all Events of Default that may have occurred,
undertakes to perform such duties and only such duties as are set
forth specifically in this Agreement. In case an Event of
Default has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it
by this Agreement and use the same degree of care and skill in
their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs, except if it is
acting as Servicer, in which case it shall use the same degree of
care and skill as is required of the Servicer.

The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instru-
ments furnished to the Trustee that are required specifically to
be furnished pursuant to any provision of this Agreement, shall
examine them to determine whether they conform to the
requirements of this Agreement.

No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; provided,
however, that:

(i) prior to the occurrence of an Event of Default,
and after the curing or waiver of all such Events of Default
that may have occurred, the duties and obligations of the
Trustee shall be determined solely by the express provisions
of this Agreement, the Trustee shall not be liable except
for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement
against the Trustee and, in the absence of bad faith on the
part of the Trustee, the Trustee may rely conclusively, as
to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or
opinions furnished to the Trustee and conforming to the
requirements of this Agreement;

(ii) the Trustee shall not be liable personally for an
error of judgment made in good faith by a Responsible
Officer, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;

(iii) the Trustee shall not be liable personally
with respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the direction
of Holders of Certificates evidencing Fractional Interests
aggregating not less than 25% as to the time, method and
place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Agreement;

(iv) No provision of this Agreement shall be construed
to require the Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the
performance of any of its duties as Trustee hereunder or in
the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds
or adequate indemnity against such risk or liability is not
reasonably assured to it; and

(v) No provision of this Agreement shall be construed
to hold the Trustee accountable for any duty of the
Servicer, or for the acts or omissions of the Servicer,
until such time as the Trustee may be required to act as
Servicer pursuant to Section 9.03.

Section 10.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 10.01:

(a) the Trustee may rely upon and shall be protected
in acting or refraining from acting upon any resolution,
Officer's Certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or
document believed by it to be genuine and to have been
signed or presented by the proper party or parties;

(b) the Trustee may consult with counsel of its
selection and any advice of its counsel or any Opinion of
Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with
such advice or Opinion of Counsel;

(c) the Trustee shall be under no obligation to
exercise any of the trusts or powers vested in it by this
Agreement or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders pursuant to the
provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that
may be incurred therein or thereby; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon
the occurrence of an Event of Default (which has not been
cured or waived), to exercise such of the rights and powers
vested in it by this Agreement, and, unless it is acting as
Servicer, to use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;

(d) the Trustee shall not be liable personally for any
action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;

(e) prior to the occurrence of an Event of Default
hereunder and after the curing or waiver of all Events of
Default that may have occurred, the Trustee shall not be
bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless
requested in writing so to do by the Holders of Certificates
evidencing Fractional Interests aggregating not less than
25%; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded
to it by the terms of this Agreement, the Trustee may
require reasonable indemnity against such expense or
liability as a condition to such proceeding, and the
reasonable expense of every such examination shall be paid
by the Servicer, if an Event of Default shall have occurred
and is continuing, and otherwise by the Certificateholders
requesting the investigation;

(f) the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either
directly or by or through agents, attorneys or custodians,
and shall have no liability for the acts or omissions of any
such agents, attorneys or custodians appointed by the
Trustee with due care; and

(g) the Trustee shall not be deemed to have notice of
any Default or Event of Default unless a Responsible Officer
has actual knowledge thereof or unless written notice of any
event which is in fact such a default is received by the
Trustee at the Corporate Trust Office, and such notice
references the Certificates and this Agreement.

Section 10.03. Trustee Not Liable for Certificates or
Contracts. The recitals contained herein and in the Certificates
(other than the certificate of authentication of the
Certificates) shall be taken as the statements of the Depositor,
the Seller or the Servicer, as the case may be, and the Trustee
assumes no responsibility for their correctness. The Trustee
makes no representations or warranties as to the validity or
sufficiency of this Agreement, the Certificates (other than the
certificate of authentication of the Certificates), the Sale and
Purchase Agreement or of any Contract or related document. The
Trustee shall not be accountable for the use or application by
the Depositor, the Seller or the Servicer of any of the
Certificates or of the proceeds thereof, or for the use or
application of any funds paid to the Depositor, the Seller or the
Servicer in respect of the Contracts or deposited in or withdrawn
from the Certificate Account by the Depositor, or the Certificate
Account or Collection Account by the Seller or the Servicer.

Section 10.04. Trustee May Own Certificates. The Trustee
in its individual or any other capacity may become the owner or
pledgee of Certificates and may transact business with the other
parties hereto with the same rights it would have if it were not
Trustee.

Section 10.05. Servicer to Pay Fees and Expenses of
Trustee. The Servicer covenants and agrees to pay, from its own
funds to the extent that such compensation is not paid in
accordance with Section 6.02(a)(i), to the Trustee from time to
time, and the Trustee shall be entitled to, reasonable
compensation (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trust
hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee, and the Servicer will
pay (out of its own funds (except at such times that the Trustee
is acting as successor Servicer hereunder)) or reimburse the
Trustee, to the extent requested by the Trustee, for all
reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this
Agreement and the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in
its employ, and the expenses incurred by the Trustee in
connection with the appointment of an office or agency pursuant
to Section 10.11, except any such expense, disbursement or
advance as may arise from its negligence or bad faith. The
Servicer also covenants and agrees to indemnify (out of its own
funds (except at such times that the Trustee is acting as
successor Servicer hereunder)) the Trustee for, and to hold it
harmless against, any loss, liability or expense, including taxes
(other than taxes based upon, measured by or determined by the
income of the Trustee), incurred without negligence or bad faith
on the part of the Trustee arising out of or in connection with
the acceptance or administration of the trust created by this
Agreement and its duties hereunder, including the costs and
expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers
or duties hereunder. The covenants in this Section shall be for
the benefit of the Trustee in its capacity as Trustee, Paying
Agent, Authenticating Agent and Certificate Registrar hereunder,
and shall survive removal or resignation of the Trustee or the
termination of this Agreement. Except as otherwise provided
herein, the Trustee shall not be entitled to payment or
reimbursement for any routine ongoing expenses incurred by the
Trustee in the ordinary course of its duties as Tax Matters
Person.

Section 10.06. Eligibility Requirements for Trustee. There
shall at all times be a Trustee hereunder that shall be either
(i) BNY or any other Person into which BNY is merged or
consolidated or to which all or substantially all of the
properties and assets of BNY are transferred as an entirety,
provided that such other Person has accepted appointment as
Trustee under this Agreement in accordance with Article Ten, and
that such entity is authorized to exercise corporate trust powers
under the laws of the United States or any State and has all
necessary trust powers to perform its obligations hereunder, or
(ii) a corporation or banking association organized and doing
business under the laws of the United States or any State
authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50 million,
subject to supervision or examination by federal or state
authority and is not an Affiliate of the Servicer. If the
corporation or banking association referred to in clause (ii)
above publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined
capital and surplus of such corporation or banking association
shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this
Article.

Section 10.07. Resignation and Removal of the Trustee. The
Trustee at any time may resign and be discharged from the trusts
hereby created by giving written notice thereof to the other
parties hereto and each Rating Agency. Upon receiving such
notice of resignation, the Depositor promptly shall appoint a
successor Trustee by written instrument, in duplicate, one copy
of which instrument shall be delivered to the resigning Trustee
and one copy to the successor Trustee. If no successor trustee
shall have been so appointed and have accepted appointment within
30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

If at any time the Trustee shall cease to be eligible in
accordance with Section 10.06 and shall fail to resign after
written request therefor by the Depositor, or if at any time the
Trustee shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation,
then the Depositor may remove the Trustee and appoint a successor
Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the Trustee so removed and one
copy to the successor Trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 30
days after receipt of such notice of removal, the removed Trustee
may petition any court of competent jurisdiction for the
appointment of a successor trustee.

The Holders of Class A Certificates or, if the Class A
Certificate Principal Balance is zero, Class M and Class B
Certificates, evidencing Percentage Interests aggregating more
than 50% of the Class A Certificates or the Class M and Class B
Certificates, voting together as a single class, as the case may
be, may remove the Trustee at any time and appoint a successor
trustee by written instrument or instruments, in triplicate,
signed by such Certificateholders or their attorneys-in-fact duly
authorized, one complete set of which instruments shall be
delivered to the Depositor, one complete set to the Trustee so
removed and one complete set to the successor so appointed.

Any resignation or removal of the Trustee and appointment of
a successor Trustee pursuant to this Section shall become
effective upon acceptance of appointment by the successor Trustee
as provided in Section 10.08.

Section 10.08. Successor Trustee. Any successor Trustee
appointed as provided in Section 10.07 shall execute, acknowledge
and deliver to the Depositor and to its predecessor Trustee an
instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee shall
become effective and such successor Trustee shall become
effective and such successor Trustee, without any further act,
deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as Trustee
herein. The predecessor Trustee shall execute and deliver such
instruments and do such other things as reasonably may be
required for more fully and certainly vesting and confirming in
the successor Trustee all such rights, powers, duties and
obligations.

No successor Trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor
Trustee shall be eligible under Section 10.06.

Upon acceptance of appointment by a successor Trustee as
provided in this Section, the Depositor shall mail notice of the
succession of such Trustee hereunder to all Certificateholders at
their addresses as shown in the Certificate Register, to the
Servicer and to each Rating Agency. If the Depositor fails to
mail such notice within ten days after acceptance of appointment
by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Depositor.

Section 10.09. Merger or Consolidation of Trustee. Any
corporation into which the Trustee may be merged or converted or
with which it may be consolidated or any corporation resulting
from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided such
corporation shall be eligible under the provisions of Section
10.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

Section 10.10. Appointment of Co-Trustee or Separate
Trustee. Notwithstanding any other provisions hereof, at any
time, for the purpose of (i) meeting any legal requirements of
any jurisdiction in which any part of the Trust Fund or property
securing the same may be located at the time or (ii) meeting any
legal requirements with respect to the holding of the Contracts
or the Manufactured Homes, the Depositor and the Trustee acting
jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any
part of the Trust Fund, and to vest in such Person or Persons, in
such capacity, such title to the Trust Fund, or any part thereof,
and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts, as the Depositor
and the Trustee may consider necessary or desirable. If the
Depositor shall not have joined in such appointment within 15
days after the receipt by it of a request so to do, or in case an
Event of Default shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor Trustee under
Section 10.06 and no notice to Certificateholders of the
appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 10.08.

In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be
conferred or imposed upon and exercised or performed by the
Trustee and such separate trustee or co-trustee jointly, except
to the extent that under the law of any jurisdiction in which any
particular act or acts are to be performed or any regulation
applicable to any of the Contracts (whether as Trustee hereunder
or as successor to the Servicer hereunder), the Trustee shall be
incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the
holding of title to the Trust Fund or any portion thereof in any
such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee.

Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of
them. Every instrument appointing any separate trustee or
co-trustee shall refer to this Agreement and the conditions of
this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the
estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided
therein, subject to all the provisions of this Agreement, specif-
ically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed
with the Trustee.

Any separate trustee or co-trustee may, at any time, appoint
the Trustee its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful
act under or in respect of this Agreement on its behalf and in
its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in
and be exercised by the Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.

Nothing in this Section shall relieve the Trustee of its
duties, obligations or liabilities under this Agreement.

Section 10.11. Appointment of Office or Agency. The
Trustee will maintain or appoint an office or agency in New York,
New York where Certificates may be surrendered for registration
of transfer or exchange. The Trustee initially designates its
Corporate Trust Office, for the purpose of keeping the
Certificate Register. The Certificate Register may be kept in an
electronic form capable of printing out a hard copy of the
Certificate Register. The Trustee will maintain an office at the
address stated in Section 12.10 where notices and demands to or
upon the Trustee in respect of the Certificates may be served.
The Trustee will give prompt written notice to Certificateholders
of any change in the location of the Certificate Register or any
such office or agency.

Section 10.12. REMIC Administration.

(a) For federal income tax purposes, the Trust Fund shall
include two REMICs, the Pooling REMIC (the "Pooling REMIC") and
the Issuing REMIC (the "Issuing REMIC"). The Certificates, other
than the Class A-R Certificates, shall be issued by the Issuing
REMIC. The Class A-R Certificates shall represent beneficial
ownership of the residual interest issued by the Pooling REMIC
and the residual interest issued by the Issuing REMIC. The
Pooling REMIC shall be evidenced by the Pooling residual interest
and by the Pooling Interests having the characteristics and terms
set forth below, which interests (other than the residual
interest the beneficial ownership of which shall be represented
by the Class A-R Certificates) shall be issued by the Pooling
REMIC to the Trustee. The Pooling Interests and the proceeds
thereof shall be assets of the Issuing REMIC.

(b) The Pooling Interests will consist of the A1, A2, A3,
A4, A5, M1, M2, B1, and B2. Each Pooling regular interest will
bear interest at the Weighted Average Net Contract Rate.

The initial Pooling Balance of each Pooling Interest and its
corresponding Issuing Class are as follows:

<TABLE>
<CAPTION>
Principal Corresponding
Balance Class
<S> <C> <C>
Pooling Interest A1 $59,300,000 A-1
Pooling Interest A2 $39,600,000 A-2
Pooling Interest A3 $29,700,000 A-3
Pooling Interest A4 $53,278,000 A-4
Pooling Interest A5 $100 A-R
Pooling Interest M1 $18,360,000 M-1
Pooling Interest M2 $9,180,000 M-2
Pooling Interest B1 $9,754,000 B-1
Pooling Interest B2 $10,327,900 B-2

</TABLE>

(i) first to Pooling Interest B2;

(ii) second to Pooling Interest B1;

(iii) third to Pooling Interest M2; and

(iv) fourth, to Pooling Interest M1; and

(v) fifth, pro rata according to the outstanding
principal balances of Pooling Interests A1, A2, A3, A4 and
A5. No funds shall be distributed to the Class A-R
Certificates with respect to the Pooling REMIC's residual
interest until all prior Realized Losses have been
reimbursed to the Pooling Interests.

(d) The Formula Principal Distribution Amount on each
Distribution Date will be allocated in the following order:

(i) first, to Pooling Interest B2 until its principal
balance has been reduced to what will be the principal
balance of its corresponding class after taking into account
the distributions and allocation of Realized Losses to be
made on such Distribution Date;

(ii) second, to Pooling Interest B1 until its principal
balance has been reduced to what will be the principal
balance of its corresponding class after taking into account
the distributions and allocation of Realized Losses to be
made on such Distribution Date;

(iii) third, to Pooling Interest M2 until its
principal balance has been reduced to what will be the
principal balance of its corresponding class after taking
into account the distributions and allocation of Realized
Losses to be made on such Distribution Date;

(iv) fourth, to Pooling Interest M1 until its principal
balance has been reduced to what will be the principal
balance of its corresponding class after taking into account
the distributions and allocation of Realized Losses to be
made on such Distribution Date;

(v) fifth, to Pooling Interest A5 until its principal
balance has been reduced to what will be the principal
balance of its corresponding class after taking into account
the distributions and allocation of Realized Losses to be
made on such Distribution Date;

(vi) sixth, to Pooling Interest A4 until its principal
balance has been reduced to what will be the principal
balance of its corresponding class after taking into account
the distributions and allocation of Realized Losses to be
made on such Distribution Date;

(vii) seventh, to Pooling Interest A3 until its
principal balance has been reduced to what will be the
principal balance of its corresponding class after taking
into account the distributions and allocation of Realized
Losses to be made on such Distribution Date;

(viii) eighth, to Pooling Interest A2 until its
principal balance has been reduced to what will be the
principal balance of its corresponding class after taking
into account the distributions and allocation of Realized
Losses to be made on such Distribution Date; and

(ix) ninth, to Pooling Interest A1 until its principal
balance has been reduced to what will be the principal
balance of its corresponding class after taking into account
the distributions and allocation of Realized Losses to be
made on such Distribution Date.

(e) The Pooling Interests shall be issued as
non-certificated interests. The A-R Certificates shall be issued
in fully registered certificated form and shall be executed and
countersigned as provided in Section 4.01.

(f) On each Distribution Date, in addition to amounts
otherwise distributable thereon pursuant to Section 6.01, the
Trustee shall distribute to the Holder of the Class A-R
Certificate with respect to the Pooling residual interest any
amounts remaining in the Pooling REMIC after all amounts required
to be applied pursuant to the preceding paragraphs have been so
applied, and shall distribute to the Holder of the Class A-R
Certificate with respect to the Issuing residual any amounts
remaining in the Issuing REMIC after all amounts required to be
applied pursuant to the preceding paragraphs have been so
applied.

(g) The Pooling Interests identified in subparagraph (b)
above shall be designated as the "regular interests" and the
Pooling residual, the beneficial ownership of which shall be
represent by the Class A-R Certificate, as the single class of
"residual interest" in the Pooling REMIC for purposes of the
REMIC provisions. Classes A-1, A-2, A-3, A-4, M-1, M-2, B-1, and
B-2 shall be designated as regular interests in the Issuing
REMIC. In addition, nine separate regular interests in the
Issuing REMIC (each, a "Class X Component") shall have notional
balances equal to the principal balances of each Pooling
Interest. Each Class X Component shall represent the right to
interest on its notional balance equal to the difference between
the Weighted Average Net Contract Rate and the Pass-Through Rate
on the Issuing class corresponding to each such Pooling Interest
(the "Class X Strip Amount"). The beneficial ownership of all
such interests shall be represented by the Class X Certificate.
The Issuing residual interest, the beneficial ownership of which
shall also be represented by the Class A-R Certificate, shall be
designated as the single class of "residual interest" in the
Issuing REMIC for purposes of the REMIC Provisions.

(h) Any amounts paid on the Class X Certificate shall be
treated as consisting first of the right to current interest.
Any amounts in excess of current interest shall be applied pro
rata to any Deferred Amounts. The Class X Certificate shall be
treated as entitled to a Deferred Amount to the extent that the
amount distributed on any Distribution Date is less than the
amount due on each regular interest represented by the Class X
Certificate. Any Realized Losses allocated to the Class X
Certificate shall be treated as first proportionately reducing
any Deferred Amounts on each regular interest represented by the
Class X Certificate and then its right to current interest on
each regular interest represented by the Class X Certificate.
Any funds ultimately available to reimburse such prior Realized
Losses shall be applied to each regular interest represented by
the Class X Certificate in proportion to the allocation of prior
Realized Losses to such interest relative to the other regular
interests represented by the Class X Certificates, and no funds
shall be distributed to the Class A-R Certificates (other than
principal distributions) until all prior Realized Losses have
been reimbursed to the Class X Certificates.

(i) The Closing Date is hereby designated as the "Startup
Day" of each REMIC within the meaning of Section 860G(a)(9) of
the Code and the latest possible maturity date of any REMIC
regular interest created hereunder shall be the Latest Possible
Maturity Date.

(j) The Trustee shall pay any and all tax related expenses
(not including taxes) of each REMIC, including but not limited to
any professional fees or expenses related to audits or any
administrative or judicial proceedings with respect to such REMIC
that involve the Internal Revenue Service or state tax
authorities, but only to the extent that (i) such expenses are
ordinary or routine expenses, including expenses of a routine
audit, but not expenses of an external audit by a taxing
authority or litigation (except as described in (ii)); or (ii)
such expenses or liabilities (including taxes and penalties) are
attributable to the negligence or willful misconduct of the
Trustee in fulfilling its duties hereunder (including its duties
as tax return preparer).

(k) The Trustee shall act as Tax Matters Person for each
REMIC and shall hold the Tax Matters Person Certificate. The
Trustee shall prepare, sign, and file all of each REMIC's federal
and state tax and information returns as such REMIC's direct
representative. The expenses of preparing and filing such
returns shall be borne by the Trustee.

(l) The Trustee and the Holders of Certificates shall take
any action or cause each REMIC to take any action necessary to
create or maintain the status of such REMIC as a REMIC under the
REMIC Provisions and shall assist each other as necessary to
create or maintain such status. Neither the Trustee nor the
Holder of any Residual Certificate shall take any action, cause
any REMIC to take any action or fail to take (or fail to cause to
be taken) any action that, under the REMIC Provisions, if taken
or not taken, as the case may be, could (i) endanger the status
of such REMIC as a REMIC or (ii) result in the imposition of a
tax upon such REMIC (including but not limited to the tax on
prohibited transactions as defined in Code Section 860F(a)(2) and
the tax on prohibited contributions set forth on Section 860G(d)
of the Code) (either such event, an "Adverse REMIC Event") unless
the Trustee has received an Opinion of Counsel (at the expense of
the party seeking to take such action) to the effect that the
contemplated action will not endanger such status or result in
the imposition of such a tax.

(m) No additional contributions of assets shall be made to
any REMIC, except as expressly provided in this Agreement with
respect to eligible substitute mortgage loans if permitted by the
Servicing Agreement.

(n) The Trustee shall not enter into any arrangement by
which any REMIC will receive a fee or other compensation for
services.

(o) Except as provided in Section 3.05, the Trustee shall
not sell any Contract or any other asset of the Trust Fund unless
either (i) it has received an Opinion of Counsel to the effect
that such sale will not result in the imposition of Taxes on
"prohibited transactions" on the Trust Fund as defined in Section
860F of the Code or (ii) the proceeds of such sale, net of any
related Taxes on "prohibited transactions" on the Trust Fund as
defined in Section 860F of the Code, will at least equal the
Repurchase Price of such Contract.

Section 10.13. Tax Matters. It is intended that the assets
with respect to which any REMIC election is to be made shall
constitute, and that the conduct of matters relating to such
assets shall be such as to qualify such assets as, a "real estate
mortgage investment conduit" as defined in and in accordance with
the REMIC Provisions. In furtherance of such intention, the
Trustee covenants and agrees that it shall act as agent (and the
Trustee is hereby appointed to act as agent) on behalf of any
such REMIC and that in such capacity it shall: (a) prepare and
file, or cause to be prepared and filed, in a timely manner, a
U.S. Real Estate Mortgage Investment Conduit Income Tax Return
(Form 1066 or any successor form adopted by the Internal Revenue
Service) and prepare and file or cause to be prepared and filed
with the Internal Revenue Service and applicable state or local
tax authorities income tax or information returns for each
taxable year with respect to any such REMIC, containing such
information and at the times and in the manner as may be required
by the Code or state or local tax laws, regulations, or rules,
and furnish or cause to be furnished to Certificateholders the
schedules, statements or information at such times and in such
manner as may be required thereby; (b) within 30 days of the
Closing Date, furnish or cause to be furnished to the Internal
Revenue Service, on Forms 8811 or as otherwise may be required by
the Code, the name, title, address, and telephone number of the
person that the holders of the Certificates may contact for tax
information relating thereto, together with such additional
information as may be required by such Form, and update such
information at the time or times in the manner required by the
Code; (c) make or cause to be made elections that such assets be
treated as a REMIC on the federal tax return for its first
taxable year (and, if necessary, under applicable state law);
(d) prepare and forward, or cause to be prepared and forwarded,
to the Certificateholders and to the Internal Revenue Service
and, if necessary, state tax authorities, all information returns
and reports as and when required to be provided to them in
accordance with the REMIC Provisions, including without
limitation, the calculation of any original issue discount using
the Prepayment Assumption; (e) provide information necessary for
the computation of tax imposed on the transfer of a Residual
Certificate to a Person that is not a Permitted Transferee, or an
agent (including a broker, nominee or other middleman) of a
Non-Permitted Transferee, or a pass-through entity in which a
Non-Permitted Transferee is the record holder of an interest (the
reasonable cost of computing and furnishing such information may
be charged to the Person liable for such tax); (f) not knowingly
or intentionally take any action or omit to take any action that
would cause the termination of the REMIC status; (g) pay, from
the sources specified in the last paragraph of this section, the
amount of any federal or state tax, including prohibited
transaction taxes as described below, imposed on any such REMIC
prior to its termination when and as the same shall be due and
payable (but such obligation shall not prevent the Trustee or any
other appropriate Person from contesting any such tax in appro-
priate proceedings and shall not prevent the Trustee from with-
holding payment of such tax, if permitted by law, pending the
outcome of such proceedings); (h) ensure that federal, state or
local income tax or information returns shall be signed by the
Trustee or such other person as may be required to sign such
returns by the Code or state or local laws, regulations or rules;
(i) maintain records relating to any such REMIC, including but
not limited to the income, expenses, assets and liabilities
thereof and the fair market value and adjusted basis of the
assets determined at such intervals as may be required by the
Code, as may be necessary to prepare the foregoing returns,
schedules, statements or information; and (j) as and when
necessary and appropriate, represent any such REMIC in any
administrative or judicial proceedings relating to an examination
or audit by any governmental taxing authority, request an
administrative adjustment as to any taxable year of any such
REMIC, enter into settlement agreements with any governmental
taxing agency, extend any statute of limitations relating to any
tax item of any such REMIC, and otherwise act on behalf of any
such REMIC in relation to any tax matter or controversy involving
it. If the Trustee determines, in its sole discretion, that it
is not permitted by applicable law to perform any of the duties
in the preceding sentences, the Servicer shall carry out such
duties pursuant to the instructions of the Trustee and shall be
compensated for such services pursuant to Section 10.05. The
Servicer shall not knowingly or intentionally take any action (or
knowingly or intentionally direct the Trustee to take or omit to
take any action) or knowingly or intentionally omit to take any
action (or knowingly or intentionally omit to direct the Trustee
to take any action) if such action or omission (as the case may
be) would cause the termination of the REMIC status of the Trust
Fund. The Depositor and the Servicer shall cooperate with the
Trustee or its agent for such purpose in supplying any
information within their control (other than any confidential
information) that is necessary to enable the Trustee to perform
its duties under this Section.

In order to enable the Trustee to perform its duties as set
forth herein, the Depositor shall provide, or cause to be
provided, to the Trustee within ten days after the Closing Date
all information or data that the Trustee requests in writing and
determines to be relevant for tax purposes to the valuations and
offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected
cash flows of the Certificates and the Contracts. Thereafter,
the Depositor shall provide to the Trustee promptly upon written
request therefor, any such additional information or data that
the Trustee may, from time to time, reasonably request in order
to enable the Trustee to perform its duties as set forth herein.
The Depositor hereby indemnifies the Trustee for any losses,
liabilities, damages, claims or expenses of the Trustee arising
from any errors or miscalculations of the Trustee that result
from any failure of the Depositor to provide, or to cause to be
provided, accurate information or data to the Trustee on a timely
basis.

In the event that any tax is imposed on "prohibited
transactions" (as defined in Section 860F(a)(2) of the Code) of
any REMIC created hereunder, on the "net income from foreclosure
property" (as defined in Section 860G(c) of the Code) of any
REMIC created hereunder or on any contribution to any REMIC
created hereunder after the Startup Day pursuant to Section
860G(d) of the Code, or any other tax is imposed, including,
without limitation, any minimum tax imposed upon any REMIC
created hereunder pursuant to Sections 23153 and 24874 of the
California Revenue and Taxation Code, if not paid as otherwise
provided for herein, such tax shall be paid by (i) the Trustee,
if any such other tax arises out of or results from a breach by
the Trustee of any of its obligations under this Agreement, (ii)
the Servicer, in the case of any such minimum tax, or if such tax
arises out of or results from a breach by the Servicer or Seller
of any of their obligations under this Agreement, (iii) the
Seller, if any such tax arises out of or results from the
Seller's obligation to repurchase a Contract pursuant to Section
3.04 or 3.05 or (iv) in all other cases, or in the event that the
Trustee, the Servicer or the Seller fails to honor its obliga-
tions under the preceding clauses (i), (ii) or (iii), any such
tax will be paid with amounts otherwise to be distributed to the
Certificateholders.

ARTICLE ELEVEN

TERMINATION

Section 11.01. Termination.

(a) The respective obligations and responsibilities of the
Seller, the Depositor, the Servicer (except as to Section 10.05)
and the Trustee shall terminate upon the earliest to occur of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Contract or the
disposition of all property acquired upon repossession of any
Contract and the remittance of all funds due hereunder; (ii) at
the option of the Depositor or the Servicer, on any Distribution
Date on or after the first Distribution Date as of which the Pool
Balance is less than 10% of the Cut-off Date Pool Balance, upon
the purchase of the Contracts at a price equal to the sum of (1)
100% of the unpaid principal balance of each Contract as of the
final Distribution Date, and (2) the lesser of (a) the fair
market value of any REO Property (as determined by the Depositor
or the Servicer, as the case may be, as of the close of business
on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders
pursuant to this Section), and (b) the unpaid principal balance
of each Contract related to any REO Property, plus, in the case
of both clause (1) and (2), any Unpaid Liquidation Loss Interest
Shortfall and Liquidation Loss Interest Amount with respect to
any Class of Certificates, together with one month's interest at
the applicable APR on the unpaid principal balance of each
Contract (including any Contract as to which the related
Manufactured Home has been repossessed or foreclosed upon and not
yet disposed of); or (iii) the sale by the Trustee of all
Contracts pursuant to Section 11.02. Notwithstanding the
foregoing, in no event shall the trust created hereby continue
beyond the earlier to occur of the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of
St. James, living on the date hereof and the Latest Possible
Maturity Date. Notwithstanding the foregoing, the option
specified in clause (ii) above shall not be exercisable if there
will not be distributed to the Holders of Certificates of each
Class an amount equal to the Certificate Principal Balance of
such Class of Certificates, together with interest accrued during
the related Interest Accrual Period at the related Pass-Through
Rate (including any Liquidation Loss Interest Amounts), any
Carryover Interest Distribution Amount and any Unpaid Liquidation
Loss Interest Shortfall. The Servicer shall have the prior right
to exercise the option to purchase the Contracts pursuant to
clause (ii) above if both the Depositor and the Servicer desire
to exercise such option.

(b) Notice of any termination, specifying the Distribution
Date upon which all Certificateholders may surrender their
Certificates to the Trustee for payment and cancellation, shall
be given promptly by the Servicer (if the Depositor is exercising
the option given it in Section 11.01(a), upon direction by the
Depositor given ten days prior to the date such notice is to be
mailed) by letter to Certificateholders, the Trustee and each
Rating Agency mailed no later than the 15th day of the month
preceding the month of such final distribution specifying (i) the
Distribution Date upon which final payment on the Certificates
will be made upon presentation and surrender of Certificates at
the office or agency of the Trustee therein designated, (ii) the
amount of any such final payment and (iii) that the Record Date
otherwise applicable to such Distribution Date will not be
applicable, payments being made only upon presentation and
surrender of the Certificates at the office or agency of the
Trustee therein specified. After giving such notice, the
Certificate Registrar shall not register the transfer or exchange
of any Certificates. If such notice is given in connection with
the Depositor's or the Servicer's election to purchase, the
Depositor or the Servicer shall deposit in the Certificate
Account on the Business Day prior to the applicable Distribution
Date the amount described in Section 11.01(a)(ii). Upon
presentation and surrender of the Certificates, the Trustee shall
cause to be distributed, from funds in the Certificate Account,
to Holders of Certificates of each Class, in proportion to their
respective Percentage Interests, an amount equal to the
Certificate Principal Balance of such Class of Certificates,
together with one month's interest on such Certificate Principal
Balance at the related Pass-Through Rate and any Unpaid
Liquidation Loss Interest Shortfall or Carryover Interest
Distribution Amount with respect to such Class. Upon such
termination, any amounts remaining in the Certificate Account
(other than amounts retained to meet claims) shall be paid to the
Holders of the Class A-R Certificates. Following such final
deposit, the Trustee shall execute all assignments, endorsements
and other instruments necessary to effectuate such transfer. The
distribution on the final Distribution Date shall be in lieu of
the distribution otherwise required to be made on such
Distribution Date in respect of the Certificates. Any amounts
retained in the Certificate Account that are owed to Certificate-
holders that have not surrendered their Certificates as of the
final Distribution Date shall be withdrawn from the Certificate
Account and held in an escrow account with the Trustee pending
distribution pursuant to Section 11.01(c).

(c) If all of the Certificateholders have not surrendered
their Certificates for cancellation within three months after the
time specified in the above-mentioned written notice, the Trustee
shall give a second written notice to the remaining Certificate-
holders to surrender their Certificates for cancellation and
receive the final distribution with respect thereto. If within
two years after the second notice all Certificates shall not have
been surrendered for cancellation, the Trustee shall so notify
the Depositor and the Depositor may take appropriate steps, or
may appoint an agent to take appropriate and reasonable steps, to
contact the remaining Certificateholders concerning surrender of
their Certificates, and the cost thereof shall be paid out of,
and only to the extent of, the funds and other assets that remain
in trust hereunder.

(d) Upon any termination pursuant to the exercise of the
purchase option contained in Section 11.01(a)(ii) or otherwise,
the Trust Fund shall be terminated in accordance with the
following additional requirements, unless the Trustee has
received an Opinion of Counsel to the effect that the failure of
the Trust Fund to comply with the requirements of this Section
will not (i) result in the imposition of Taxes on "prohibited
transactions" of the Trust Fund as described in Section 860F of
the Code, or (ii) cause the Trust Fund to fail to qualify as
REMICs at any time that any Certificates are outstanding:

(i) within 90 days prior to the final Distribution
Date set forth in the notice given by the Servicer or the
Depositor under this Section, the Trustee shall adopt a plan
of complete liquidation of the Trust Fund within the meaning
of Section 860F(a)(4) of the Code that, as evidenced by an
Opinion of Counsel (which opinion shall not be an expense of
the Trustee or the Tax Matters Person), meets the
requirements of a qualified liquidation; and

(ii) at or after the time of adoption of such a plan of
complete liquidation and at or prior to the final
Distribution Date, the Servicer, as agent of the Trustee,
shall sell all of the assets of the Trust Fund to the
Depositor or the Servicer, as the case may be, for cash.

By their acceptance of the Certificates, the Holders thereof
hereby authorize the Servicer to prepare and the Trustee to adopt
and sign a plan of complete liquidation.

Section 11.02. Auction Call.

(a) If neither the Depositor nor the Servicer exercises its
right described in Section 11.01(a)(ii) within 90 days after the
Distribution Date on which they are first entitled to do so, the
Depositor and the Servicer shall so notify the Trustee, and the
Trustee shall use commercially reasonable efforts to solicit bids
for the purchase of all Contracts and other property of the Trust
Fund from no fewer than two prospective purchasers that it
believes to be Qualified Bidders. If IndyMac is then the
Servicer, the solicitation of bids shall be conditioned upon its
continuing as servicer of the Contracts on terms and conditions
substantially similar to those set forth in this Agreement. The
Trustee shall provide the Servicer with ten days written notice
prior to any action pursuant to this Section.

(b) If the Trustee receives bids from at least two
Qualified Bidders and the net proceeds of the highest bid are
equal to or greater than the Termination Price, the Trustee shall
promptly advise the Servicer of the highest bid and the terms of
purchase, and the Servicer shall have three Business Days, at its
option, to match the terms of such bid. The Trustee shall
thereafter sell the Contracts and other property of the Trust
either (i) to the Servicer, if it shall so elect, or (ii) to the
highest bidder, and in either case the Trustee shall distribute
the net proceeds of such sale in redemption of the Certificates
pursuant to Section 6.01. Any such sale must also comply with
the requirements of Section 11.01(b) and the second to the last
sentence of Section 11.01(a).

(c) Any costs incurred by the Trustee in connection with
such sale (including without limitation any legal opinions or
consents required by Section 11.01(b)) shall be deducted from the
bid price of the Contracts and other property of the Trust in
determining the net proceeds therefrom.

(d) If the Trustee does not obtain bids from at least two
Qualified Bidders, or does not receive a bid such that the net
proceeds therefrom would at least equal the Termination Price, it
shall not sell the Contracts and other property of the Trust, and
shall thereafter have no obligation to attempt to sell same.

(e) Each of the Depositor and the Servicer shall cooperate
with and provide necessary information to the Trustee in
connection with any auction sale as described herein.

ARTICLE TWELVE

MISCELLANEOUS PROVISIONS

Section 12.01. Severability of Provisions. If any one or
more of the covenants, agreements, provisions or terms of this
Agreement shall be held invalid for any reason whatsoever, then
such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or
terms and in no way shall affect the validity or enforceability
of the other covenants, agreements, provisions or terms of this
Agreement or of the Certificates or the rights of the Holders.

Section 12.02. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor
entitle such Certificateholder's legal representatives or heirs
to claim an accounting or to take any action or proceeding in any
court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of
the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners
or members of an association; nor shall any Certificateholder be
under any liability to any third person by reason of any action
taken by the parties to this Agreement pursuant to any provision
hereof.

No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or pro-
ceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the
Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of
Certificates of a Class evidencing, as to such Class, Percentage
Interests aggregating not less than 25% shall have made written
request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after
its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or
proceeding; it being understood and intended, and being
covenanted expressly by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by
virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certifi-
cates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this
Agreement. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or
in equity.

Section 12.03. Acts of Certificateholders.

(a) Except as otherwise specifically provided herein,
whenever Certificateholder approval, authorization, direction,
notice, consent, waiver or other action is required hereunder,
such approval, authorization, direction, notice, consent, waiver
or other action shall be deemed to have been given or taken on
behalf of, and shall be binding upon, all Certificateholders if
agreed to by Holders of Certificates of the specified Class or
Classes evidencing, as to each such Class, Percentage Interests
aggregating 51% or more.

(b) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be
given or taken by Certificateholders may be embodied in and
evidenced by one or more instruments of substantially similar
tenor signed by such Certificateholders in person or by an agent
duly appointed in writing; and except as herein otherwise
expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where
required, to the Servicer. Proof of execution of any such
instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and conclusive in
favor of the Trustee, the Servicer and the Depositor if made in
the manner provided in this Section.

(c) The fact and date of the execution by any Certificate-
holder of any such instrument or writing may be proved in any
reasonable manner that the Trustee deems sufficient.

(d) The ownership of Certificates shall be proved by the
Certificate Registrar.

(e) Any request, demand, authorization, direction, notice,
consent, waiver or other act by a Certificateholder shall bind
every Holder of every Certificate issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, or omitted to be done by the Trustee or
the Servicer in reliance thereon, whether or not notation of such
action is made upon such security.

(f) The Trustee may require such additional proof of any
matter referred to in this Section as it shall deem necessary.

Section 12.04. Calculations. Except as otherwise provided
in this Agreement, all interest rate and basis point calculations
under this Agreement will be made on the basis of a 360-day year
and twelve 30-day months and will be carried out to at least
three decimal places.

Section 12.05. Amendment. This Agreement may be amended
from time to time by the parties hereto without consent of any
Certificateholders, (i) to cure any ambiguity or to correct or
supplement any provisions herein that may be inconsistent with
any other provisions herein, (ii) to add to the duties or
obligations of the Servicer hereunder, (iii) to obtain a rating
by a nationally recognized rating agency or to maintain or
improve the then-current rating of any Class of Certificates (it
being understood that none of the Trustee, the Depositor or the
Servicer is obligated to obtain, maintain or improve any rating
of any Class of Certificates after the Closing Date), (iv) to
amend the Principal Distribution Tests or the calculation of the
Average Sixty-Day Delinquency Ratio, the Average Thirty-Day
Delinquency Ratio, Cumulative Realized Losses, Current Realized
Loss Ratio, Sixty-Day Delinquency Ratio or the Thirty-Day
Delinquency Ratio or (v) to make any other provisions with
respect to matters or questions arising under this Agreement that
shall not be materially inconsistent with the provisions of this
Agreement, including without limitation provisions relating to
the issuance of Definitive Certificates to Certificate Owners
pursuant to Section 4.03; provided, however, with respect to
clause (v), that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder (including, without limita-
tion, the maintenance of the status of the Trust Fund as REMICs
under the Code) and provided further that, in the case of clause
(iv), any such action may be taken only after the Trustee has
received from each Rating Agency a confirmation that such action
will not result in the reduction or withdrawal of any
then-current rating of a Certificate.

This Agreement may also be amended from time to time by the
parties hereto without consent of the Certificateholders, to
modify, eliminate or add to the provisions of this Agreement to
such extent as shall be necessary to (i) maintain the
qualification of the Trust Fund as REMICs under the Code or
avoid, or minimize the risk of, the imposition of any Tax on the
Trust Fund under the Code that would be a claim against the Trust
Fund's assets, or (ii) prevent the Trust Fund from entering into
any "prohibited transaction" as defined in Section 860F of the
Code; provided that in either such case, (a) there shall have
been delivered to the Trustee an Opinion of Counsel to the effect
that such action is necessary or appropriate to maintain such
qualification or avoid any such Tax or minimize the risk of its
imposition or prevent the Trust Fund from entering into such
prohibited transaction, as the case may be, and (b) such
amendment shall not adversely affect in any material respect the
interests of any Certificateholder.

This Agreement also may be amended from time to time by the
parties hereto with the consent of the Holders of each Class of
Certificates affected thereby evidencing, as to each such Class,
Percentage Interests aggregating not less than 66%, for the
purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of,
distributions that are required to be made on any Certificate
without the consent of the Holder of such Certificate, (ii)
reduce the aforesaid percentage of Certificates, the Holders of
which are required to consent to any such amendment, without the
consent of the Holders of all such Certificates then outstanding
or (iii) adversely affect the status of the Trust Fund as REMICs
or cause a tax to be imposed on the Trust Fund under the REMIC
Provisions.

Prior to executing any amendment to this Agreement, the
Trustee shall be entitled to receive an Opinion of Counsel
stating that such amendment is permitted by the terms of this
Agreement. Promptly after the execution of any such amendment
the Trustee shall furnish written notification of the substance
of such amendment to each Certificateholder and the Rating
Agency.

It shall not be necessary for the consent of Certificate-
holders under this Section to approve the particular form of any
proposed amendment but it shall be sufficient if such consent
shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such
reasonable regulations as the Trustee may prescribe.

Section 12.06. Recordation of Agreement. To the extent
permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in
which any or all of the properties subject to the Contracts are
situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Servicer at its
expense with the consent of the Trustee accompanied by an Opinion
of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders or
is necessary for the administration or servicing of the
Contracts.

Section 12.07. Certificates Nonassessable and Fully Paid.
The interests represented by the Certificates shall be
nonassessable for any losses or expenses of the Trust or for any
reason whatsoever, and upon authentication of a Certificate by
the Trustee or its Authenticating Agent, such Certificate shall
be deemed fully paid.

Section 12.08. No Petition. Each of the Seller, the
Servicer and the Trustee covenants and agrees that prior to the
date that is one year and one day after the date upon which the
last Class of Certificates has been paid in full, it will not
institute against, or join any other Person in instituting
against the Depositor any bankruptcy, reorganization, arrange-
ment, insolvency or liquidation proceeding or other proceedings
under any federal or state bankruptcy or similar law. This
Section shall survive termination of this Agreement or the
termination of the Servicer or the Trustee, as the case may be,
under this Agreement.

Section 12.09. Governing Law. This Agreement shall be
construed in accordance with the laws of the State of New York
and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.

Section 12.10. Notices. All demands, notices and
communications hereunder shall be in writing and shall be deemed
to have been duly given if personally delivered at, or telecopied
(with transmission confirmed by telephone) to, or mailed by first
class or registered mail, postage prepaid, to in the case of
(i) the Depositor, Asset Backed Securities Corporation, c/o
Credit Suisse First Boston Corporation, Eleven Madison Avenue,
New York, New York 10010; (ii) the Servicer, IndyMac, Inc.,
15050 Avenue of Science, Suite 101, San Diego, California 92128,
Attention: General Counsel; (iii) the Trustee, The Bank of New
York, 101 Barclay Street, New York, New York 10286 Attention:
Corporate Trust - MBS Administration; (iv) Standard & Poor's, 25
Broadway, New York, New York 10004, Attention: Asset Backed
Surveillance Group; (v) Fitch, One State Street Plaza, New York,
New York 10004, Attention: Residential Mortgage Group; or (vi)
in any such case at such other address specified in writing to
each other entity listed in this Section.

Section 12.11 Merger and Integration of Documents. Except
as specifically stated otherwise herein, this Agreement sets
forth the entire understanding of the parties relating to the
subject matter hereof, and all prior understandings, written or
oral, are superseded by this Agreement. This Agreement may not
be modified, amended, waived or supplemented except as provided
herein.

Section 12.12. Headings. The headings herein and Table of
Contents are for purposes of reference only and shall not
otherwise affect the meaning or interpretation of any provision
hereof.

Section 12.13. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be an
original, but all of which together shall constitute one and the
same instrument.

IN WITNESS WHEREOF, the parties hereto have caused their
names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.

ASSET BACKED SECURITIES CORPORATION,
as Depositor

By: /s/ Fiachra T. O'Driscoll
----------------------------------
Name: Fiachra T. O'Driscoll
Title: Vice President

INDYMAC, INC., as Seller and Servicer

By: /s/ Alan Atlas
---------------------------------
Name:
Title:

THE BANK OF NEW YORK, as Trustee

By: /s/ Robert Muller
---------------------------------
Name: Robert Muller
Title: Assistant Treasurer

State of California )
) ss.:
County of San Diego )

On the 13th day of July, 1998 before me, a notary public in and for
said State, personally appeared Alan Atlas, known to me to be Senior Vice
President of IndyMac, Inc., one of the corporations that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said corporation, and acknowledged to me that such corporation executed the
within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

/s/ Julie Guadagni
--------------------------------------
Notary Public

[Notarial Seal]

State of New York )
) ss.:
County of New York )

On the 13th day of July, 1998 before me, a notary public in
and for said State, personally appeared Robert Muller, known
to me to be a Trust Officer of The Bank of New York, a national
banking association that executed the within instrument, and also
known to be the person who executed it on behalf of said national
association, and acknowledged to me that such corporation
executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above
written.

/s/ Luis A. Amador
-----------------------------------
Notary Public

[Notarial Seal]

EXHIBIT A

CONTRACT SCHEDULE

[On file with the Trustee]

EXHIBIT B

FORM OF FACE OF CLASS A CERTIFICATE

[SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE.]

Number A-___ Class A-[1][2][3][4]

Date of Pooling and Servicing Original Denomination:
Agreement and Cut-off Date: $____________________
July 1, 1998

Class A-_ Pass-Through Rate: Class A-__ Initial Certificate
[lesser of (i) One Month LIBOR, Principal Balance:
as determined on the applicable $____________________
Floating Rate Determination
Date, plus 0.06%, computed on
the basis of a 360-day year and Final Distribution Date:
the actual number of days in [__________ 25, 20__]
the applicable Interest Accrual
Period or (ii) the Weighted
Average Net Contract Rate] CUSIP US045413A______
[____%][lesser of (i)____%,
computed on the basis of a
360-day year consisting of
twelve 30-day months and (ii)
the Weighted Average Net
Contract Rate]

First Distribution Date:
August 25, 1998

INDYMAC MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATE,
SERIES 1998-2, CLASS A[-1][-2][-3][-4]

evidencing a percentage interest in
any distributions allocable to the
Class A Certificates with respect
to a pool of fixed rate
conventional manufactured housing
installment sales contracts and
installment loans sold by

ASSET BACKED SECURITIES CORPORATION,

which manufactured housing
installment sales contracts and
installment loans either were
originated or acquired by and are
initially serviced by IndyMac, Inc.
(the "Seller" and the "Servicer").

This Certificate does not represent an obligation of or
interest in Asset Backed Securities Corporation, the Seller, the
Servicer, the Trustee referred to below or any of their
respective Affiliates.

Neither this Certificate nor the underlying manufactured
housing installment sales contracts and installment loans are
guaranteed or insured by Asset Backed Securities Corporation, the
Seller, the Servicer, the Trustee, any of their respective
Affiliates or by any governmental agency or instrumentality.

THE PORTION OF THE CLASS A-__ INITIAL CERTIFICATE PRINCIPAL
BALANCE EVIDENCED BY THIS CERTIFICATE (THE "CERTIFICATE BALANCE")
WILL BE REDUCED BY DISTRIBUTIONS ON THIS CERTIFICATE THAT ARE
ALLOCABLE TO PRINCIPAL. ACCORDINGLY, FOLLOWING THE INITIAL
ISSUANCE OF THIS CERTIFICATE, THE CERTIFICATE BALANCE OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE ORIGINAL DENOMINATION
SHOWN ABOVE. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS
CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.

This certifies that ___________________ is the registered
owner of an undivided interest in certain monthly distributions
with respect to a pool (the "Contract Pool") of conventional
manufactured housing installment sales contracts and installment
loan agreements (collectively, the "Contracts") sold, together
with certain other property (collectively, the "Trust Fund"), by
Asset Backed Securities Corporation (the "Depositor"). The
Contracts either were originated or acquired by and are serviced
by IndyMac, Inc. (the "Seller" and the "Servicer") and are
secured by Manufactured Homes. The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as of the
date specified above (the "Agreement"), among the Depositor, the
Seller, the Servicer and The Bank of New York, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. Capitalized terms used herein that
are not otherwise defined shall have the meanings ascribed
thereto in the Agreement.

This Certificate is one of a duly authorized issue of
Certificates, designated as IndyMac Manufactured Housing Contract
Pass-Through Certificates, Series 1998-2 (the "Certificates") and
is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.

On each Distribution Date, to the extent described in the
Agreement, the Trustee will cause to be distributed from funds in
the Certificate Account to each Class A Certificateholder an
amount equal to the product of the Percentage Interest evidenced
by such Class A Certificateholder's Certificate and the Class
A-__ Distribution Amount to be distributed to such Class of Class
A Certificates.

Distributions on this Certificate will be made by check
mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register or by
wire transfer to Holders of Class A Certificates with original
denominations aggregating at least $5 million who have given the
Trustee written instructions at least five Business Days prior to
the related Record Date. Notwithstanding the foregoing, the
final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose and
specified in such notice of final distribution.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRE-
SENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Reference is hereby made to the further provisions of this
Certificate set forth hereafter, which further provisions shall
for all purposes have the same effect as if set forth at this
place.

Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature,
this Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed.

Dated: THE BANK OF NEW YORK

By:
Authorized Officer

[Form of Certificate of Authentication]

This is one of the Certificates referred to in the within-mentioned
Agreement.

By: By: THE BANK OF NEW YORK,
Authenticating Agent as Trustee
or

- -------------------------------- --------------------------------
Authorized Signatory Authorized Signatory

EXHIBIT C

FORM OF FACE OF CLASS B CERTIFICATE

[SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE.]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A CERTIFICATES, THE CLASS M CERTIFICATES [AND THE CLASS B-1
CERTIFICATES] TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

[FOR CLASS B-2 CERTIFICATES: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH
ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE
EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE
STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF
ARTICLE FOUR OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.]

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
TRANSFERRED UNLESS THE TRANSFEREE DELIVERS A REPRESENTATION
LETTER TO THE TRUSTEE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO
SECTION 4975 OF THE CODE, OR, IF THE PURCHASER IS AN INSURANCE
COMPANY, THAT THE PURCHASER IS AN INSURANCE COMPANY THAT IS
PURCHASING SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN
"INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN
SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
("PTCE 95-60")) AND THAT THE PURCHASE AND HOLDING OF SUCH
CERTIFICATES ARE COVERED UNDER PTCE 95-60 OR DELIVERS TO THE
TRUSTEE AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS
OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING
ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS
CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT
TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND
OF NO EFFECT.

Number B-___ Class B-[1][2]

Date of Pooling and Servicing
Agreement and Cut-off Date:
July 1, 1998

Class B-[1][2] Pass-Through Original Denomination:
Rate: lesser of ____%, $____________________
computed on the basis of a
360-day year of twelve 30-day Class B-[1][2] Initial Certificate
months, and the Weighted Principal Balance: $__________________
Average Net Contract Rate

Final Distribution Date: August 25, 2029

First Distribution Date:
August 25, 1998 CUSIP US045413B__

INDYMAC MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATE,
SERIES 1998-2, CLASS B-[1][2]

evidencing a percentage interest in
any distributions allocable to the
Class B Certificates with respect
to a pool of fixed rate
conventional manufactured housing
installment sales contracts and
installment loans formed and sold
by

ASSET BACKED SECURITIES CORPORATION,

which manufactured housing installment sales contracts and
installment loans either were originated or acquired by and are
initially serviced by IndyMac, Inc. (the "Seller" and the
"Servicer").

This Certificate does not represent an obligation of or
interest in Asset Backed Securities Corporation, the Seller, the
Servicer, the Trustee referred to below or any of their
respective Affiliates.

Neither this Certificate nor the underlying manufactured
housing contracts and loans are guaranteed or insured by Asset
Backed Securities Corporation, the Seller, the Servicer, the
Trustee, any of their respective Affiliates or by any
governmental agency or instrumentality.

THE PORTION OF THE CLASS B-[1][2] INITIAL CERTIFICATE
PRINCIPAL BALANCE EVIDENCED BY THIS CERTIFICATE (THE "CERTIFICATE
BALANCE") WILL BE REDUCED BY DISTRIBUTIONS ON THIS CERTIFICATE
THAT ARE ALLOCABLE TO PRINCIPAL. ACCORDINGLY, FOLLOWING THE
INITIAL ISSUANCE OF THIS CERTIFICATE, THE CERTIFICATE BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE ORIGINAL DENOMINATION
SHOWN ABOVE. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS
CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.

This certifies that ___________________ is the registered
owner of an undivided interest in certain monthly distributions
with respect to a pool (the "Contract Pool") of conventional
manufactured housing installment sales contracts and installment
loan agreements (collectively, the "Contracts") formed and sold,
together with certain other property (collectively, the "Trust
Fund"), by Asset Backed Securities Corporation (the "Depositor").
The Contracts either were originated or acquired by and are
serviced by IndyMac, Inc. (the "Seller" and the "Servicer") and
are secured by Manufactured Homes. The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as of the
date specified above (the "Agreement"), among the Depositor, the
Seller, the Servicer and The Bank of New York, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. Capitalized terms used herein that
are not otherwise defined shall have the meanings ascribed
thereto in the Agreement.

On each Distribution Date, to the extent described in the
Agreement, the Trustee will cause to be distributed from funds in
the Certificate Account, to each Class B Certificateholder an
amount equal to the product of the Percentage Interest evidenced
by such Class B Certificateholder's Certificate and the Class
B-[1][2] Distribution Amount. Payments in respect of the Class B
Certificates are subordinated to payments in respect of the Class
A Certificates and the Class M Certificates and payments in
respect of the Class B-2 Certificates are subordinated to
payments in respect of the Class B-1 Certificates, in each case
to the extent specified in the Agreement.

Distributions on this Certificate will be made by check
mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register or by
wire transfer to Holders of Class B Certificates with original
denominations aggregating at least $5 million who have given the
Trustee written instructions at least five Business Days prior to
the related Record Date. Notwithstanding the foregoing, the
final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose and
specified in such notice of final distribution.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

Reference is hereby made to the further provisions of this
Certificate set forth hereafter, which further provisions shall
for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed.

Dated: THE BANK OF NEW YORK

By:
---------------------------
Authorized Officer

[Form of Certificate of Authentication]

This is one of the Certificates referred to in the
within-mentioned Agreement.

By: By: THE BANK OF NEW YORK,
Authenticating Agent as Trustee
or

- --------------------------------- -----------------------------------
Authorized Signatory Authorized Signatory

EXHIBIT D

FORM OF REVERSE OF CERTIFICATES

As provided in the Agreement, deductions and withdrawals
from the Collection Account will be made from time to time for
purposes other than distributions to Certificateholders, such
purposes including payment of the Monthly Servicing Fee,
reimbursement to the Servicer for certain expenses incurred by it
and reimbursement to the Servicer for previous Advances with
respect to certain delinquent payments on the Contracts.

The Trustee will cause to be kept at its Corporate Trust
Office in New York, New York, or at the office of its designated
agent, a Certificate Register in which, subject to such
reasonable regulations as it may prescribe, the Trustee will
provide for the registration of Certificates and of transfers and
exchanges of Certificates. Upon surrender for registration of
transfer of any Certificate at any office or agency of the
Trustee maintained for such purpose, the Trustee will, subject to
the limitations set forth in the Agreement, authenticate and
deliver, in the name of the designated transferee or transferees,
a Certificate dated the date of authentication by the Trustee.

No service charge will be made to the Holder for any
transfer or exchange of the Certificate, but the Trustee may
require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any
transfer or exchange of the Certificate. Prior to due
presentation of a Certificate for registration of transfer, the
Depositor, the Servicer and the Trustee may treat the person in
whose name any Certificate is registered as the owner of such
Certificate and the Percentage Interest in the Trust Fund
evidenced thereby for the purpose of receiving distributions
pursuant to the Agreement and for all other purposes whatsoever,
and neither the Depositor, the Servicer nor the Trustee will be
affected by notice to the contrary.

The Agreement may be amended from time to time by the
Depositor, the Servicer and the Trustee, without the consent of
any of the Certificateholders, (i) to cure any ambiguity or to
correct or supplement any provisions therein that may be
inconsistent with any other provisions therein, (ii) to add to
the duties or obligations of the Servicer under the Agreement,
(iii) to obtain a rating by a nationally recognized rating agency
or to maintain or improve the rating of any Class of Certificates
then given by a rating agency (it being understood that none of
the Trustee, the Depositor, the Seller or the Servicer is
obligated to obtain, maintain or improve any rating of any Class
of Certificates after the Closing Date), (iv) to amend certain
tests or definitions or (v) to make any other provisions with
respect to matters or questions arising under the Agreement that
are not materially inconsistent with the provisions of the
Agreement, including without limitation, provisions relating to
the issuance of definitive Certificates to Certificate Owners;
provided, however, with respect to clause (v), that any such
action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any
Certificateholder (including, without limitation, the maintenance
of the status of the Trust Fund as REMICs under the Code) and
provided further, that in the case of clause (iv), any such
action may be taken only after the Trustee has received from each
Rating Agency a confirmation that such action will not result in
the reduction or withdrawal of any then-current rating of a
Certificate. The Agreement may also be amended from time to time
by the Depositor, the Servicer and the Trustee, without consent
of the Certificateholders, to modify, eliminate or add to the
provisions of the Agreement to such extent as shall be necessary
to maintain the qualification of the Trust Fund as REMICs under
the Code or avoid, or minimize the risk of, the imposition of any
Tax on the Trust Fund, unless certain conditions in the Agreement
have been complied with, or to prevent the Trust Fund from
entering into certain prohibited transactions under the Code,
provided that such amendment shall not adversely affect in any
material respect the interests of any Certificateholder and there
shall have been delivered to the Trustee an Opinion of Counsel to
the effect that such action is necessary or appropriate for such
purposes.

The Agreement may also be amended from time to time by the
Depositor, the Seller, the Servicer and the Trustee with the
consent of the Holders of Certificates of each Class affected
thereby evidencing, as to each such Class, Percentage Interests
aggregating not less than 66%, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Agreement or of modifying in any manner the
rights of the Holders of Certificates; provided, however, that no
such amendment may (i) reduce in any manner the amount of, or
delay the timing of, distributions required to be made on any
Certificate without the consent of the Holder of such
Certificate, (ii) reduce the aforesaid percentage of Certificates
of a Class the Holders of which are required to consent to any
such amendment, without the consent of the Holders of all
Certificates of such Class then outstanding or (iii) adversely
affect the status of the Trust Fund as REMICs or cause a Tax to
be imposed on the Trust Fund under the REMIC provisions.

The respective obligations and responsibilities of the
Depositor, the Seller, the Servicer and the Trustee under the
Agreement will terminate upon: (i) the later of the final payment
or other liquidation (or any Advance with respect thereto) of the
last Contract or the disposition of all property acquired upon
repossession of any Contract and the remittance of all funds due
thereunder, (ii) at the option of the Depositor or the Servicer,
on any Distribution Date after the first Distribution Date on
which the Pool Balance was less than 10% of the Cut-off Date Pool
Balance, so long as the Depositor or the Servicer, as the case
may be, deposits in the Certificate Account the repurchase price
specified in the Agreement or (iii) upon the sale of the
Contracts and other property of the Trust Fund by the Trustee if
neither the Depositor nor the Servicer exercises the option in
clause (ii) within 90 days after the Distribution Date on which
they are first entitled to do so, as specified in the Agreement.

EXHIBIT E

FORM OF FACE OF CLASS M CERTIFICATE

[SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE.]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A CERTIFICATES [AND THE CLASS M-1 CERTIFICATES] TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

Number M-__ Class M-[1][2]

Date of Pooling and Servicing Original Denomination:
Agreement and Cut-off Date: $__________
July 1, 1998

Class M-[1][2] Pass-Through Rate: Class M-[1][2] Initial
lesser of ______%, computed on Certificate Principal Balance:
the basis of a 360-day year of $__________
twelve 30 day months, or the
Weighted Average Net Contract Rate Final Distribution Date:
August 25, 2029
First Distribution Date:
August 25, 1998 CUSIP US045413B__

INDYMAC MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATE,
SERIES 1998-2, CLASS M-[1] [2]

evidencing a percentage interest in
any distributions allocable to the
Class M Certificates with respect
to a pool of fixed rate
conventional manufactured housing
installment sales contracts and
installment loans formed and sold
by

ASSET BACKED SECURITIES CORPORATION,

which manufactured housing installment sales contracts and
installment loans either were originated or acquired by and are
initially serviced by IndyMac, Inc. (the "Seller" and the
"Servicer").

This Certificate does not represent an obligation of or
interest in Asset Backed Securities Corporation, the Seller, the
Servicer, the Trustee referred to below or any of their
respective Affiliates.

THE PORTION OF THE CLASS M-[1] [2] INITIAL CERTIFICATE
PRINCIPAL BALANCE EVIDENCED BY THIS CERTIFICATE (THE "CERTIFICATE
BALANCE") WILL BE REDUCED BY DISTRIBUTIONS ON THIS CERTIFICATE
THAT ARE ALLOCABLE TO PRINCIPAL. ACCORDINGLY, FOLLOWING THE
INITIAL ISSUANCE OF THIS CERTIFICATE, THE CERTIFICATE BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE ORIGINAL DENOMINATION
SHOWN ABOVE. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS
CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.

This certifies that ___________________ is the registered
owner of an undivided interest in certain monthly distributions
with respect to a pool (the "Contract Pool") of conventional
manufactured housing installment sales contracts and installment
loan agreements (collectively, the "Contracts") formed and sold,
together with certain other property (collectively, the "Trust
Fund"), by Asset Backed Securities Corporation (the "Depositor").
The Contracts either were originated or acquired by and are
serviced by IndyMac, Inc. (the "Seller" and the "Servicer") and
are secured by Manufactured Homes. The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as of the
date specified above (the "Agreement"), among the Depositor, the
Seller, the Servicer and The Bank of New York, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. Capitalized terms used herein that
are not otherwise defined shall have the meanings ascribed
thereto in the Agreement.

On each Distribution Date, to the extent described in the
Agreement, the Trustee will cause to be distributed from funds in
the Certificate Account to each Class M Certificateholder an
amount equal to the product of the Percentage Interest evidenced
by such Class M Certificateholder's Certificate and the Class
M-[1] [2] Distribution Amount. Payments in respect of the Class
M Certificates are subordinated to payments in respect of the
Class A Certificates and payments in respect of the Class M-2
Certificates are subordinated to payments in respect of the
Class M-1 Certificates, in each case to the extent specified in
the Agreement.

Distributions on this Certificate will be made by check
mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register or by
wire transfer to Holders of Class M Certificates with original
denominations aggregating at least $5 million who have given the
Trustee written instructions at least five Business Days prior to
the related Record Date. Notwithstanding the foregoing, the
final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose and
specified in such notice of final distribution.

Reference is hereby made to the further provisions of this
Certificate set forth hereafter, which further provisions shall
for all purposes have the same effect as if set forth at this
place.

IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed.

Dated: THE BANK OF NEW YORK

By:
Authorized Officer

[Form of Certificate of Authentication]

This is one of the Certificates referred to in the
within-mentioned Agreement.

By: By: THE BANK OF NEW YORK,
Authenticating Agent as Trustee

- --------------------------------- -----------------------------------
Authorized Signatory Authorized Signatory

EXHIBIT F

FORM OF FACE OF CLASS A-R CERTIFICATE

[THIS CERTIFICATE REPRESENTS THE "TAX MATTERS PERSON
RESIDUAL INTEREST" ISSUED UNDER THE POOLING AND SERVICING
AGREEMENT REFERRED TO BELOW AND MAY NOT BE TRANSFERRED TO ANY
PERSON EXCEPT IN CONNECTION WITH THE ASSUMPTION BY THE TRANSFEREE
OF THE DUTIES OF THE SERVICER UNDER SUCH AGREEMENT.]

THE SMALL BUSINESS JOB PROTECTION ACT OF 1996, AS PART OF
THE REPEAL OF THE BAD DEBT RESERVE METHOD FOR THRIFT
INSTITUTIONS, REPEALED THE APPLICATION OF CODE SECTION 593(d) TO
ANY TAXABLE YEAR BEGINNING AFTER DECEMBER 31, 1995.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE REPRESENTS THE BENEFICIAL OWNERSHIP OF TWO "RESIDUAL
INTERESTS" ISSUED BY TWO SEPARATE "REAL ESTATE MORTGAGE
INVESTMENT CONDUITS" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE. THIS
CERTIFICATE MAY ONLY BE TRANSFERRED TO A PERMITTED TRANSFEREE (AS
DEFINED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN); ANY SUCH TRANSFER MUST ALSO SATISFY THE OTHER
REQUIREMENTS OF SECTIONS 4.02 AND 4.09 OF SUCH POOLING AND
SERVICING AGREEMENT.

Number R-__ Class A-R

Date of Pooling and Servicing Original Denomination:
Agreement and Cut-off Date: $__________
July 1, 1998

Class A-R Pass-Through Rate: Class A-R Initial Certificate
______%, computed on the basis Principal Balance: $__________
of a 360-day year of twelve
30-day months.

First Distribution Date: Final Distribution Date:
August 25, 1998 August 25, 2029

Percentage Interest: ___%

INDYMAC MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATE,
SERIES 1998-2, CLASS A-R

evidencing a percentage interest in
any distributions allocable to the
Class A-R Certificates with respect
to a pool of fixed rate
conventional manufactured housing
installment sales contracts and
installment loans formed and sold
by

ASSET BACKED SECURITIES CORPORATION,

which manufactured housing installment sales contracts and
installment loans either were originated or acquired by and are
initially serviced by IndyMac, Inc. (the "Seller" and the
"Servicer").

This Certificate does not represent an obligation of or
interest in Asset Backed Securities Corporation, the Seller, the
Servicer or the Trustee referred to below or any of their
Affiliates.

Neither this Certificate nor the underlying manufactured
housing contracts are guaranteed or insured by Asset Backed
Securities Corporation, the Seller, the Servicer, the Trustee,
any of their respective Affiliates or by any governmental agency
or instrumentality.

This certifies that ______________ is the registered owner
of an undivided interest in certain monthly distributions with
respect to a pool (the "Contract Pool") of conventional
manufactured housing installment sales contracts and installment
loan agreements (the "Contracts") formed and sold, together with
certain other property (collectively, the "Trust Fund"), by Asset
Backed Securities Corporation (the "Depositor"). The Contracts
either were originated or acquired by and are serviced by
IndyMac, Inc. and are secured by Manufactured Homes. The Trust
Fund was created pursuant to a Pooling and Servicing Agreement
dated as of the date specified above (the "Agreement"), among the
Depositor, the Seller, the Servicer and The Bank of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. Capitalized terms
used herein that are not otherwise defined shall have the
meanings ascribed thereto in the Agreement.

Distributions on this Certificate will be made by check
mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register.
Notwithstanding the foregoing, the final distribution on this
Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and specified in such notice of
final distribution.

The holder of this Class A-R Certificate, by acceptance
hereof, agrees that, in accordance with the requirements of
Section 860D(b)(1) of the Code, the federal tax return of the
Trust for its first taxable year shall provide that the Trust
elects to be treated as "real estate mortgage investment
conduits" ("REMICs") under the Code for such taxable year and all
subsequent taxable years. The Class A, Class M, Class B and
Class X Certificates shall be "regular interests" in the REMICs
and the Class A-R Certificates shall be the "residual interests"
in the REMICs. In addition, the holder of this Class A-R
Certificate, by acceptance hereof, (i) agrees to file tax returns
consistent with and in accordance with any elections, decisions
or other reports made or filed with regard to federal, state or
local taxes on behalf of the Trust, (ii) agrees to cooperate with
the Servicer in connection with examinations of the Trust's
affairs by tax authorities, including administrative and judicial
proceedings and (iii) makes the additional agreements, designa-
tions and appointments, and undertakes the responsibilities, set
forth in Section 4.09 of the Agreement.

IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed.

Dated: THE BANK OF NEW YORK

By:
Authorized Officer

[Form of Certificate of Authentication]

This is one of the Certificates referred to in the
within-mentioned Agreement.

By: By: THE BANK OF NEW YORK,
Authenticating Agent as Trustee

- -------------------------------- ---------------------------------
Authorized Signatory Authorized Signatory

EXHIBIT G

FORM OF FACE OF CLASS X CERTIFICATE

[SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF "REGULAR
INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
OF THE INTERNAL REVENUE CODE. THE FOLLOWING INFORMATION IS
PROVIDED SOLELY FOR THE PURPOSE OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS JULY 16,
1998. THE INITIAL PER ANNUM RATE OF INTEREST ON THIS CERTIFICATE
IS INTEREST ACCRUING ON INTERESTS ISSUED BY THE POOLING REMIC IN
EXCESS OF THE RATES STATED IN THE POOLING AND SERVICING
AGREEMENT. ASSUMING THAT PRINCIPAL PAYMENTS ARE MADE ON THE
CONTRACTS UNDERLYING THE CERTIFICATES AT A CONSTANT ANNUAL
PREPAYMENT RATE OF 180% OF THE PREPAYMENT MODEL, THIS CERTIFICATE
HAS BEEN ISSUED WITH NO MORE THAN $_________ OF OID PER $_______
OF INITIAL NOTIONAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS
___% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL SHORT
ACCRUAL PERIOD IS NO MORE THAN $_______ PER $_______ OF INITIAL
NOTIONAL PRINCIPAL AMOUNT, ASSUMING THE YIELD IS ACCRUED ON A
DAILY BASIS DURING THE INITIAL PERIOD. NO REPRESENTATION IS MADE
AS TO THE RATE AT WHICH PRINCIPAL PAYMENTS WILL BE MADE ON THE
CONTRACTS.]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A CERTIFICATES, THE CLASS M CERTIFICATES AND THE CLASS B
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT
IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANS-
FERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 4.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

Number X-1 Class X

Date of Pooling and Servicing Percentage Interest: 100%
Agreement and Cut-off Date:
July 1, 1998

First Distribution Date: Final Distribution Date:
August 25, 1998 ___________, 20__

INDYMAC MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATE,
SERIES 1998-2, CLASS X

evidencing a percentage interest in
any distributions allocable to the
Class X Certificates with respect
to a pool of fixed rate
conventional manufactured housing
installment sales contracts and
installment loans formed and sold
by

ASSET BACKED SECURITIES CORPORATION,

which manufactured housing installment sales contracts and
installment loans either were originated or acquired by and are
initially serviced by IndyMac, Inc. (the "Seller" and the
"Servicer").

This Certificate does not represent an obligation of or
interest in Asset Backed Securities Corporation, the Seller, the
Servicer or the Trustee referred to below or any of their
Affiliates.

This certifies that ______________________________ is the
registered owner of an undivided interest in certain monthly
distributions with respect to a pool (the "Contract Pool") of
conventional manufactured housing installment sales contracts and
installment loan agreements (the "Contracts") formed and sold,
together with certain other property (collectively, the "Trust
Fund"), by Asset Backed Securities Corporation (the "Depositor").
The Contracts either were originated or acquired by and are
serviced by IndyMac, Inc. and are secured by Manufactured Homes.
The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the date specified above (the "Agreement"),
among the Depositor, the Seller, the Servicer and The Bank of New
York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter.
Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Agreement.

On each Distribution Date, to the extent described in the
Agreement, the Trustee will cause to be distributed from funds in
the Certificate Account to each Class X Certificateholder an
amount equal to the product of the Percentage Interest evidenced
by such Class X Certificateholder's Certificate and the Class X
Distribution Amount. Payments in respect of the Class X
Certificates are subordinated to payments in respect of the
Class A, Class M and Class B Certificates to the extent specified
in the Agreement.

IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed.

Dated: THE BANK OF NEW YORK

By:
Authorized Officer

[Form of Certificate of Authentication]

This is one of the Certificates referred to in the
within-mentioned Agreement.

By: By: THE BANK OF NEW YORK,
Authenticating Agent as Trustee
or

- -------------------------------- --------------------------------
Authorized Signatory Authorized Signatory

EXHIBIT H

[RESERVED]

EXHIBIT I

FORM OF CERTIFICATE ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto

(PLEASE INSERT SOCIAL SECURITY* OR TAXPAYER IDENTIFICATION NUMBER
OF ASSIGNEE) (*This information, which is voluntary, is being
requested to ensure that the assignee will not be subject to
backup withholding under Section 3406 of the Code.)

- ----------------------
- ----------------------

- ------------------------------------------------------------------
(Please Print or Typewrite Name and Address of Assignee)

- ------------------------------------------------------------------
the within Certificate, and all rights thereunder, and hereby
does irrevocably constitute and appoint

________________________________________________ Attorney to
transfer the within Certificate on the books kept for the
registration thereof, with full power of substitution in the
premises.

Dated:

(Signature guaranty) ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as it
appears upon the face of the within
Certificate in every particular, without
alteration or enlargement or any change
whatever.

EXHIBIT J

CERTIFICATE OF SERVICING OFFICER

The undersigned certifies that he is a _______ of IndyMac,
Inc. (the "Seller" and the "Servicer") and that as such he is
duly authorized to execute and deliver this certificate on behalf
of the Servicer pursuant to Section 7.02 of the Pooling and
Servicing Agreement, dated as of July 1, 1998 (the "Agreement"),
among Asset Backed Securities Corporation, the Seller, the
Servicer and The Bank of New York, as trustee, and further
certifies that:

1. The Monthly Report for the period from
____________ to _____________ attached to this certificate
is complete and accurate in accordance with the requirements
of Sections 7.01 and 7.02 of the Agreement; and

2. As of the date hereof, no Event of Default or
event that with notice or lapse of time or both would become
an Event of Default has occurred.

Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Agreement.

IN WITNESS WHEREOF, I have affixed hereunto my signature
this _____ day of _____________, 19___.

INDYMAC, INC.

By:
Name:
Title:

EXHIBIT K

TRANSFER AFFIDAVIT

State of _______________ )
) ss:
County ________________ )

The undersigned, being first duly sworn, deposes and says as
follows:

(A) The undersigned is an officer of _____________________,
a corporation duly organized and existing under the laws of the
State of __________, which is the proposed transferee (the
"Transferee") of the IndyMac Manufactured Housing Contract
Pass-Through Certificates, Series 1998-2, Class A-R (the "Class
A-R Certificates") issued pursuant to the Pooling and Servicing
Agreement, dated as of July 1, 1998 (the "Agreement"), among
Asset Backed Securities Corporation, IndyMac, Inc., and The Bank
of New York, as trustee. Capitalized terms used, but not defined
herein or in Schedule I hereto, shall have the meanings ascribed
to such terms in the Agreement. The Transferee has authorized
the undersigned to make this affidavit on behalf of the
Transferee.

(B) The Transferee is, as of the date hereof, and will be,
as of the date of the Transfer, a Permitted Transferee. The
Transferee is acquiring the Class A-R Certificates either (i) for
its own account or (ii) as nominee, trustee or agent for another
Person and has attached hereto an affidavit from such Person in
substantially the same form as this affidavit. The Transferee
has no knowledge that any such affidavit is false.

(C) The Transferee has been advised of, and understands
that (i) a tax shall be imposed on Transfers of the Class A-R
Certificates to Persons that are not Permitted Transferees; (ii)
such tax is imposed on the transferor, or, if such Transfer is
through an agent (which includes a broker, nominee or middleman)
for a Person that is not a Permitted Transferee, on the agent;
and (iii) the Person otherwise liable for the tax shall be
relieved of liability for the tax if the subsequent Transferee
furnished to such Person an affidavit that such subsequent
Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the
affidavit is false.

(D) The Transferee has been advised of, and understands
that a tax shall be imposed on a "pass-through entity" holding
Class A-R Certificates if at any time during the taxable year of
the pass-through entity a Person that is not a Permitted
Transferee is the record holder of an interest in such entity.
The Transferee understands that no tax will be imposed for any
period for which the record holder furnishes to the pass-through
entity an affidavit stating that the record holder is a Permitted
Transferee and the pass-through entity does not have actual
knowledge that such affidavit is false. (For this purpose, a
"pass-through entity" includes a regulated investment company, a
real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives and, except as may be
provided in Treasury Regulations, persons holding interests in
pass-through entities as a nominee for another Person.)

(E) Transferee has reviewed the provisions of Section 4.09
of the Agreement (attached hereto as Schedule I and incorporated
herein by reference) and understands the legal consequences of
the acquisition of the Class A-R Certificates including, without
limitation, the restrictions on subsequent Transfers and the
provisions regarding voiding the Transfer and mandatory sales.
The Transferee expressly agrees to be bound by and to comply with
the provisions of Sections 4.02 and 4.09 of the Agreement. The
Transferee understands and agrees that any breach of any of the
representations included herein shall render the Transfer to the
Transferee contemplated hereby null and void.

(F) The Transferee agrees to require a Transfer Affidavit
from any Person to whom the Transferee attempts to Transfer the
Class A-R Certificates and in connection with any Transfer by a
Person for whom the Transferee is acting as nominee, trustee or
agent, and the Transferee will not Transfer the Class A-R
Certificate or cause any Class A-R Certificates to be Transferred
to any Person that the Transferee knows is not a Permitted
Transferee.

(G) The Purchaser (i) is not a Non-U.S. Person or (ii) is a
Non-U.S. Person that holds the Residual Interest in connection
with the conduct of a trade or business in the United States and
has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or successor form at the time
and in the manner required by the Code or (iii) is a Non-U.S.
Person that has delivered to both the transferor and the Trustee
an opinion of a nationally recognized tax counsel to the effect
that the transfer of the Class A-R Certificates to it is in
accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the Residual
Interest will not be disregarded for federal income tax purposes.
"Non-U.S. Person" means an individual, corporation, partnership
or other person for United States federal income tax purposes
other than (i) any individual who is a citizen or resident of the
United States, (ii) a corporation or partnership (including any
entity treated as a corporation or partnership for United States
federal income tax purposes) created or organized in or under the
laws of the United States, any state thereof or the District of
Columbia unless, in the case of a partnership, Treasury
regulations provide otherwise, (iii) an estate the income of
which is subject to United States federal income tax regardless
of its source, (iv) a trust if a court within the United States
is able to exercise primary supervision over the administration
of the trust and one or more United States persons have authority
to control all substantial decisions of the trust, or (v) certain
trusts in existence on August 20, 1996, and treated as United
States persons (as defined in Code Section 7701(a)(30)) prior to
such date that elect to continue to be so treated.

(H) The Purchaser does not have the intention to impede the
assessment or collection of any federal, state or local taxes
legally required to be paid with respect to such Class A-R
Certificates, and the Purchaser hereby acknowledges that the
Class A-R Certificates may generate tax liabilities in excess of
the cash flow associated with the Class A-R Certificates and
intends to pay such taxes associated with the Class A-R
Certificates when they become due.

(I) The Transferee:

(i) is not a Benefit Plan, a trustee of a Benefit Plan
or a person acting on behalf of a Benefit Plan or acquiring
the Class A-R Certificates with the assets of a Benefit Plan
[The Transferee may delete this representation if it can
make the representation in (ii) or if it delivers the
opinion required under Section 4.02(c)(A)(ii) of the
Agreement]; or

(ii) is an insurance company that is purchasing the
Class A-R Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption ("PTCE")
95-60) and the purchase and holding of the Class A-R
Certificates is covered under Sections I and III of PTCE
95-60 [The Transferee may delete this representation if it
can make the representation in (i), delivers the opinion
required under Section 4.02(c)(A)(ii) of the Agreement, or
is not an insurance company].

(J) The Transferee's taxpayer identification number is
_______________________.

* * *

IN WITNESS WHEREOF, the Transferee has caused this instru-
ment to be executed on its behalf, pursuant to authority of its
Board of Directors, by its duly authorized officer and its
corporate seal to be hereunto affixed, duly attested, this _____
day of July, 1998.

______________

By:
Name:
Title:

[Corporate Seal]

ATTEST:

By:
Name:
Title:

On this day, personally appeared before me the above-named
_____________, known or proved to me to be the same person who
executed the foregoing instrument and to be the ______________ of
the Transferee, and acknowledged that he executed the same as his
free act and deed and the free act and deed of the Transferee.

Subscribed and sworn before me this ____ day of July, 1998.

NOTARY PUBLIC

My commission expires the ___
day of ________, ____.

EXHIBIT L

FORM OF INVESTMENT LETTER OF HOLDER OF
CLASS [X][B-2] CERTIFICATES

1. The Purchaser is acquiring the Class [X][B-2]
Certificates as principal for its own account for the purpose of
investment [neither the Underwriters nor any of their respective
Affiliates need represent that they are acquiring for purposes of
investment] and not with a view to or for sale in connection with
any distribution thereof, subject nevertheless to any requirement
of law that the disposition of the Purchaser's property shall at
all times be and remain within its control.

2. The Purchaser has knowledge and experience in financial
and business matters and is capable of evaluating the merits and
risks of its investment in the Class [X][B-2] Certificates and is
able to bear the economic risk of such investment. The Purchaser
is an "accredited investor" within the meaning of Rule 501(a)
under the rules and regulations of the Securities and Exchange
Commission under the Securities Act of 1933, as amended. The
Purchaser has been given such information concerning the Class
[X][B-2] Certificates, the underlying Contracts and the Servicer
as it has requested.

3. The Purchaser will comply with all applicable federal
and state securities laws in connection with any subsequent
resale by the Purchaser of the Class [X][B-2] Certificates.

4. The Purchaser understands that the Class [X][B-2]
Certificates has not been and will not be registered under the
Securities Act of 1933, as amended, or any state securities laws
and may be resold (which resale is not currently contemplated)
only if an exemption from registration is available, that neither
the Depositor, the Seller, the Servicer nor the Trustee is
required to register the Class [X][B-2] Certificates and that any
transfer must comply with Sections 4.02 and 4.09 of the Pooling
and Servicing Agreement. In connection with any resale of the
Class A-R Certificates, the Purchaser shall not make any general
solicitation or advertisement.

5. The Purchaser agrees that it will obtain from any
purchaser of the Class [X][B-2] Certificates from it the same
representations, warranties and agreements contained in
paragraphs 1 through 5.

6. The Purchaser hereby directs the Trustee to register
the Class [X][B-2] Certificates acquired by the Purchaser in the
name of its nominee as follows: ___________________________.

Very truly yours,

By:
Name:
Title:

Exhibit 99

Set forth on Exhibit 99 is certain information
regarding characteristics of the Contracts (including
the Additional Contracts) corresponding to certain
information appearing on pages S-10 and S-11 and S-19 through S-21
of the Prospectus Supplement dated July 10, 1998
(the "Prospectus Supplement"). Unless otherwise indicated by the
context, all such information is as of the Cut-off Date.
Percentages may not add to 100.00% due to rounding.
Capitalized terms used but not defined in this
Exhibit 99 shall have the meaning ascribed to such term in the
Prospectus Supplement.

As of the Cut-off Date, the Contract balances ranged from
$1,034.45 to $193,167.69; the average Contract Balance was
$34,402.77; the Contract Rates ranged from 6.25% to 16.75% per
annum; with a weighted average Contract Rate of 10.18% per annum;
the original terms to stated maturity ranged from 28 to 360
months; the weighted average original term to stated maturity was
281 months; the remaining terms to stated maturity ranged from 7
to 360 months; the weighted average remaining term to stated
maturity was 269 months; the weighted average number of months
since origination was 13 months; 28.45% of the Contracts are
Land-and-Home Contracts.

<TABLE>
<CAPTION>
Geographical Distribution of Manufactured Homes(1)

Percentage of Aggregate Cut-off Percentage of
Number of Number of Date Contract Cut-off Date
Geographic Location Contracts Contracts Principal Balance Pool Balance
<S> <C> <C> <C> <C>
Alabama 3 0.04% $ 100,210 0.04%
Alaska 1 0.01 11,097 0.00
Arizona 475 7.12 18,837,245 8.21
Arkansas 42 0.63 1,442,501 0.63
California 161 2.41 8,614,890 3.75
Colorado 84 1.26 3,781,533 1.65
Connecticut 1 0.01 24,825 0.01
Delaware 2 0.03 40,303 0.02
Florida 195 2.92 7,493,610 3.27
Georgia 97 1.45 3,848,562 1.68
Idaho 71 1.06 4,144,483 1.81
Illinois 72 1.08 2,183,465 0.95
Indiana 259 3.88 7,556,044 3.29
Iowa 34 0.51 1,214,060 0.53
Kansas 7 0.10 260,040 0.11
Kentucky 177 2.65 5,146,627 2.24
Louisiana 1 0.01 61,284 0.03
Maryland 5 0.07 172,343 0.08
Massachusetts 4 0.06 125,873 0.05
Michigan 904 13.55 29,622,524 12.91
Minnesota 43 0.64 1,198,316 0.52
Mississippi 22 0.33 823,705 0.36
Missouri 66 0.99 2,326,479 1.01
Montana 23 0.34 1,034,803 0.45
Nebraska 28 0.42 919,213 0.40
Nevada 155 2.32 8,892,715 3.87
New Hampshire 2 0.03 71,626 0.03
New Jersey 59 0.88 1,632,624 0.71
New Mexico 35 0.52 1,697,011 0.74
New York 7 0.10 303,275 0.13
North Carolina 433 6.49 16,405,165 7.15
North Dakota 22 0.33 874,564 0.38
Ohio 1,748 26.20 38,695,284 16.86
Oklahoma 35 0.52 1,477,377 0.64
Oregon 166 2.49 9,484,534 4.13
Pennsylvania 344 5.16 8,215,857 3.58
South 106 1.59 4,419,026 1.93
Carolina
South Dakota 53 0.79 2,103,133 0.92
Tennessee 84 1.26 3,300,054 1.44
Texas 395 5.92 16,193,162 7.06
Utah 28 0.42 1,332,370 0.58
Virginia 34 0.51 997,652 0.43
Washington 150 2.25 11,004,659 4.80
West Virginia 9 0.13 255,584 0.11
Wisconsin 12 0.18 287,079 0.13
Wyoming 17 0.25 874,124 0.38
------
Total 6,671 100.00% $229,500,911 100.00%
====== ------ ----------- ------
</TABLE>

(1) Based on the location of the properties underlying the
Contracts as of the Cut-off Date.

<TABLE>
<CAPTION>
Original Contract Amounts

Percentage of Aggregate Cut-off Percentage
Original Contract Number of Number of Date Contract of Cut-off
Amount Contracts Contracts Principal Balance Date Pool Balance
<S> <C> <C> <C> <C>

$ 4,999 or less 3 0.04% $ 9,419 0.00%
$ 5,000 - $ 152 2.28 1,019,224 0.44
9,999
$ 10,000 - $ 14,999 529 7.93 5,376,832 2.34
$ 15,000 - $ 19,999 808 12.11 11,790,443 5.14
$ 20,000 - $ 24,999 891 13.35 17,928,185 7.81
$ 25,000 - $ 29,999 840 12.59 21,546,507 9.39
$ 30,000 - $ 34,999 731 10.96 22,673,707 9.90
$ 35,000 - $ 39,999 577 8.65 20,888,679 9.10
$ 40,000 - $ 44,999 445 6.67 18,408,111 8.02
$ 45,000 - $ 49,999 371 5.56 17,282,906 7.53
$ 50,000 - $ 54,999 302 4.53 15,617,219 6.81
$ 55,000 - $ 59,999 232 3.48 13,147,947 5.73
$ 60,000 - $ 64,999 184 2.76 11,365,052 4.95
$ 65,000 - $ 69,999 128 1.92 8,501,224 3.70
$ 70,000 - $ 74,999 103 1.54 7,391,794 3.22
$ 75,000 - $ 79,999 72 1.08 5,513,814 2.40
$ 80,000 - $ 84,999 50 0.75 4,084,952 1.78
$ 85,000 - $ 89,999 62 0.93 5,368,594 2.34
$ 90,000 - $ 94,999 40 0.60 3,652,538 1.59
$ 95,000 - $ 99,999 36 0.54 3,514,862 1.53
$100,000 and above 115 1.72 14,418,902 6.28
----- ------- ----------- ------
Total 6,671 100.00% $229,500,911 100.00%
----- ------ ----------- ------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
APRs

Percentage of Aggregate Cut-off Percentage of
Number of Number of Date Contract Cut-off Date
APR Contracts Contracts Principal Balance Pool Balance

<S> <C> <C> <C> <C>
6.25% - 70 1.05% $ 5,106,932 2.23%
7.00%
7.01% - 209 3.13 13,441,858 5.86
8.00%
8.01% - 646 9.68 34,377,395 14.98
9.00%
9.01% - 1,762 26.41 64,639,803 28.15
10.00%
10.01% - 1,717 25.75 58,582,804 25.53
11.00%
11.01% - 1,143 17.13 31,891,527 13.90
12.00%
12.01% - 753 11.29 15,933,716 6.94
13.00%
13.01% - 259 3.88 4,093,865 1.78
14.00%
14.01% - 102 1.53 1,374,639 0.60
15.00%
15.01% - 6 0.09 36,049 0.02
16.00%
16.01% - 4 0.06 22,323 0.01
-------
16.99%
Total 6,671 100.00% $229,500,911 100.00%
------ ------ ----------- ------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Remaining Term to Maturity

Percentage of Aggregate Cut-off Percentage of
Number of Number of Date Contract Cut-off Date
Remaining Term Contracts Contracts Principal Balance Pool Balance

<S> <C> <C> <C> <C>
Less than 121 1,682 25.21% $ 24,853,154 10.83%
months
121 - 180 1,367 20.49 35,345,603 15.40
months
181 - 240 1,120 16.79 39,573,557 17.24
months
241 - 300 554 8.30 23,395,789 10.19
months
301 - 360 1,948 29.21 106,332,809 46.34
months ----- ------ ------------- -------

Total 6,671 100.00% $192,474,029 100.00%
----- ------ ----------- ------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Original Loan-to-Value Ratios (1) (2)
(IndyMac Contracts Only)

Aggregate
Cut-off Percentage
Number Percentage Date of Cut-
Original Loan- of of Number Contract off Date
to-Value Contracts of Principal Pool
Ratio(3) Contracts Balance Balance

<S> <C> <C> <C> <C>
50% or less 83 1.89% $ 1,757,370 0.97%
51% - 55% 46 1.05 1,144,196 0.63
56% - 60% 74 1.68 2,181,788 1.20
61% - 65% 87 1.98 3,123,161 1.72
66% - 70% 131 2.98 4,658,695 2.57
71% - 75% 259 5.89 10,291,728 5.68
76% - 80% 288 6.54 11,630,087 6.42
81% - 85% 777 17.66 34,807,938 19.22
86% - 90% 1,544 35.08 63,544,492 35.11
91% - 95% 1,029 23.38 43,591,478 24.07
96% - 100% 83 1.89 4,373,555 2.41
------
Total 4,401 100.00% $181,104,487 100.00%
----- ------ ----------- ------

(1) "Value" with respect to each Contract is calculated by
determining the sum of (a) either (i) the sum of down
payment (which includes the value of any trade-in unit), and
the original amount financed on the related Contract (which
may include sales and other taxes and insurance and prepaid
finance charges) or (ii) the value of the home as determined
by NADA book value or as appraised by an independent
appraiser and (b) the value of the land, if any, securing
the Contract as appraised by an independent appraiser.
(2) None of the Bank One Initial Contracts has an original Loan-
to-Value ratio greater than 90%.
(3) Rounded to the nearest 1%.

</TABLE>