1761 East St.

Andrew Place
Santa Ana, CA 92705-4934
IndyMac.Trustee@db.com
July 18, 2008
THIS TRANSMITTAL CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST
TO THE BENEFICIAL OWNERS OF THE SUBJECT SECURITIES. IF APPLICABLE, ALL
DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS
NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO SUCH BENEFICIAL
OWNERS IN A TIMELY MANNER.
Informational Notice Regarding IndyMac Bank, F.S.B.
Concerning Appointment of FDIC Receiver and Conservator, Events of Default and
Certain Other Matters
To the Holders of the:
IndyMac Mortgage Pass-Through Certificates and
IndyMac Home Equity Mortgage Loan Asset-Backed Certificates
Each transaction, and its Classes and CUSIPs
are listed on Exhibit A attached hereto (the Trusts)1
Deutsche Bank National Trust Company (hereinafter, the Trustee), acts as trustee
(including as trustee for certain related supplemental interest trusts) under the governing
documents, which may include Pooling and Servicing Agreements, Servicing Agreements, Sale
and Servicing Agreements, or Indentures (collectively, the Governing Documents) for the
Trusts listed on Exhibit A attached to this Notice, pursuant to which the above-referenced
securities (the Securities) were issued. The Pooling and Servicing Agreements, Servicing
Agreements, and Sale and Servicing Agreements, each of which provide for the servicing of
assets backing the Securities, are collectively referred to herein as the Servicing Documents.
IndyMac Bank, F.S.B. (IndyMac) has been appointed to act as Servicer under each of the
Servicing Documents.2 Except as otherwise expressly provided, all terms used in this Notice
which are defined in the Governing Documents shall have the meanings assigned to them in the
1

The CUSIP numbers appearing herein have been included solely for the convenience of the Holders. Deutsche
Bank National Trust Company assumes no responsibility for the selection or use of such numbers and makes no
representations as to the correctness of the CUSIP numbers appearing herein.
2

Certain of the Securities were issued in NIM and re-securitization transactions ("Supplemental Interest Trusts")
representing indirect interests in the underlying Trusts for which IndyMac acts as a loan servicer. Because IndyMac
does not act as a servicer under, and typically is not a party to, the governing documents for the Supplemental
Interest Trusts, the "Events of Default" described herein with respect to the underlying Trusts typically do not
constitute events of default under the Supplemental Interest Trusts. However, since an Event of Default under the
underlying Trust may affect the Supplemental Interest Trusts, holders of securities issued in Supplemental Interest
Trusts are furnished this notice for informational purposes.
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applicable Governing Documents. As used in this Notice the term Servicer shall be deemed to
refer to the Servicer or Master Servicer, as applicable, under the Governing Documents.
1. Appointment of FDIC as Receiver and Conservator; Event of Default
The Trustee hereby notifies the holders of the Securities (the Securities Holders) that
on Friday, July 11, 2008, IndyMac was closed by the Office of Thrift Supervision, and the
Federal Deposit Insurance Corporation (FDIC) was named as IndyMacs receiver. In
connection with this action, the FDIC announced that, as of Monday July 14, 2008, all insured
deposits and substantially all the assets of IndyMac were transferred to a bank newly chartered
by the FDIC, IndyMac Federal Bank, F.S.B. (IMFB) and the FDIC was named as the
conservator of IMFB (the Conservatorship).
PLEASE BE ADVISED that the Servicing Documents generally provide that an
Event of Default or Servicer Event of Default shall occur if the Servicer shall consent
to the appointment of a receiver, conservator or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings of or relating to the
Servicer or all or substantially all of the property of the Servicer. Accordingly, it appears
that an Event of Default has occurred and is continuing under the terms of the Servicing
Documents (a Servicer Event of Default).
The Servicing Documents generally provide that, upon the occurrence of a Servicer
Event of Default, the Trustee may, and at the written direction of Securities Holders of any Class
evidencing not less than 66 2/3% of the Percentage Interests of that Class, shall terminate the
Servicer (subject to certain rights of Certificate Insurers in some Trusts). However, the ability of
the Trustee and Securities Holders to exercise this remedy is affected by federal statutes
governing bank receiverships and conservatorships. In particular, the Financial Institutions
Reform, Recovery, and Enforcement Act of 1989 (FIRREA), provides that the FDIC, as
conservator or receiver may enforce any contract ... entered into by the depository institution
notwithstanding any provision of the contract providing for termination, default, acceleration, or
exercise of rights upon, or solely by reason of, insolvency or the appointment of a conservator or
receiver. 12 U.S.C. 1821(e)(13)(A) (emphasis added).
The Trustee is monitoring events in the Conservatorship and has been in close
communication with IMFB and FDIC personnel regarding the status of the servicing of assets
backing the Securities. In oral communications to date, IMFB and the FDIC have indicated the
present intention to continue servicing in accordance with the Servicing Documents.3 They have
also indicated to the Trustee that if this intention were to change, the parties would be given
reasonable time to transition servicing to other asset servicers. In addition, IMFB has indicated
that it has retained substantially all of IndyMacs servicing personnel and intends to supplement
3

The Trustee notes that under other provisions of federal law governing bank receiverships and conservatorships,
the FDIC is given the power to disaffirm or repudiate any contract to which the depositary institution is a party, the
performance of which the conservator or receiver determines, in the conservators or receivers discretion,
determines to be burdensome and the disaffirmation or repudiation of which the conservator or receiver
determines . . .will promote the orderly administration of the institutions affairs. 12 U.S.C. 1821(e)(1). Although
the FDIC has informed the Trustee that it has not waived any right that it may have to invoke this provision to
disaffirm or repudiate IMFBs obligations under the Servicing Documents, the FDIC has not suggested that it has
any present intention of doing so.

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this staffing to meet the demands of the current mortgage loan servicing environment. While
these statements may not be legally binding on IMFB or the FDIC, as conservator, the Trustee
has no reason to believe that they will not be honored.
The Trustee has and will continue to take steps consistent with and limited by, its rights
and obligations under the Governing Documents and applicable law to evaluate the current
situation and take what it considers to be appropriate action. The Trustee has engaged Morgan,
Lewis & Bockius, LLP as counsel to represent it in connection with these matters.
2. Other Breaches and Defaults
This Notice has been prepared in a limited time with the sole purpose of promptly
informing Holders of the Securities of matters arising directly from the receivership of IndyMac
and the IMFB Conservatorship. Nothing contained in or omitted from this Notice is intended to
waive any other breaches or defaults that may exist under the Governing Documents. The
Trustee is aware of certain disputes among IndyMac and participants in certain of the Securities
transactions concerning the terms and conditions of those transactions. These disputes existed
prior to the imposition of the Conservatorship. The Trustee continues to monitor these disputes,
to discuss them with the relevant parties, and to consult with its counsel concerning the
appropriate course of action, while taking into account the effects of the Conservatorship.
3. Breaches of Non-Servicing Obligations
In addition to servicing Mortgage Loans on behalf of the Trusts, IndyMac (and certain of
its affiliates) acts as Depositor, Originator, Seller, or in other capacities under the
Governing Documents. IndyMacs obligations in these capacities include, but are not limited to,
the obligation, under certain conditions, to repurchase Mortgage Loans from a Trust in the event
that certain representations and warranties made in connection with the sale and transfer of
Mortgage Loans to that Trust are materially breached (the Repurchase Obligations). The
Trusts may possess and may assert Repurchase Obligation claims, including claims based on
breaches of representations and warranties which are not currently known, against IndyMac or
IMFB. It is too early in the Conservatorship to predict how such claims will be treated by the
FDIC. Because the Repurchase Obligations are typically not part of the Servicers obligations
under the Servicing Documents, their breach typically does not give rise to a Servicer Event of
Default.
Please be advised that the failure to list any other default or Event of Default now
existing or hereafter arising should not be construed as a waiver of any such default or Event of
Default by the Trustee or the Securities Holders. Please also be advised that the failure to cure
such defaults or Servicer Event of Default may result in the pursuit by the Trustee of its legal
rights and remedies. This notice does not constitute a waiver of any rights or remedies of the
Trustee or the Securities Holders with respect to any terms or provisions of the Governing
Documents. Furthermore, no action or inaction by the Trustee with respect to any of the
foregoing shall constitute a waiver by the Trustee of any defaults or Servicer Event of Default or
any of its rights or remedies. The Trustee expressly reserves any and all rights and remedies
which it may now or hereafter be entitled to exercise in connection with the Securities or the
Governing Documents.

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4. Other Sources of Information; Communications between Trustee and Securities

Holders
Developments in the Conservatorship affecting the Trusts may proceed at a rapid pace.
Accordingly the Trustee recommends that Securities Holders stay abreast of developments
through various public information sources and not rely on the Trustees notices as their sole
source
of
information.
The
FDIC
maintains
a
Web
site
at
http://www.fdic.gov/bank/individual/failed/IndyMac.html which contains information about the
Conservatorship. The Trustee makes no representation about the timeliness, completeness or
accuracy of any of these sources.
To facilitate direct communication between the Trustee and the Securities Holders,
Securities Holders are asked to request a Certification of Holdings form by e-mail to
IndyMac.Trustee@db.com and then to complete and return the form in accordance with
its instructions. It is likely that the Trustee will, in the future, schedule one or more
informational conference calls for Securities Holders concerning the Conservatorship and
its effects on the Trusts. The completion and return of a Certification of Holdings form will
facilitate Securities Holders timely receipt of notice of any such conference calls.
If you have any question with respect to this notice, please contact us by e-mail at
IndyMac.Trustee@db.com or by calling Brendan Meyer, Director, Deutsche Bank National
Trust Company, at (212) 250-2921. This notice will also be made available on the Trustees
Investor Report Website at https://tss.sfs.db.com/investpublic/ under Reports for each Trust.
The Trustee may conclude that a specific response to particular inquiries from an individual
Holder is not consistent with equal and full dissemination of information to all Holders. The
Trustee makes no recommendations and gives no investment, legal or tax advice to Securities
Holders. EACH HOLDER IS STRONGLY ADVISED TO CONSULT WITH ITS OWN
FINANCIAL, TAX AND/OR LEGAL ADVISORS REGARDING THESE MATTERS.

DEUTSCHE BANK NATIONAL TRUST COMPANY,

as Trustee
cc:

Rating Agencies
Insurers of Securities
Swap Counterparties
Federal Deposit Insurance Corporation
IndyMac Bank F.S.B. and IndyMac Federal Bank, F.S.B.
Attachments

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