Common use of Excess Reserve Fund Account Clause in Contracts

Excess Reserve Fund Account. (a) On the Closing Date, the Indenture Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class IA-1 Notes and the Group I Mezzanine Notes, the Excess Reserve Fund Account. The Excess Reserve Fund Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Indenture Trustee held pursuant to this Indenture. (b) On the Closing Date, $5,000 will be deposited by the Indenture Trustee into the Excess Reserve Fund Account. Thereafter, on any Payment Date if the Group I Pool Cap does not exceed the Note Rate applicable to the Class IA-1 Notes or the Group I Mezzanine Notes by at least 0.25%, the amount to be held in the Excess Reserve Fund Account on any Payment Date thereafter will equal the greater of (i) 0.50% of the outstanding Note Balance of the Class IA-1 Notes and the Group I Mezzanine Notes as of such Payment Date and (ii) $5,000 and will be funded from amounts paid pursuant to Section 3.06. Thereafter, if the Group I Pool Cap for any Payment Date exceeds the Note Rate applicable to the Class IA-1 Notes and the Group I Mezzanine Notes on such Payment Date by 0.25% or more, the Required Excess Reserve Fund Balance for such Payment Date will be at least $5,000. The amount required to be on deposit in the Excess Reserve Fund Account at any time is referred to herein as the "Required Excess Reserve Fund Balance." In addition to the Required Excess Reserve Fund Balance, the amount on deposit in the Excess Reserve Fund Account will be increased by any payments received by the Indenture Trustee under the Cap Contract or the Cap Contract Pledge Agreement and deposited into the Excess Reserve Fund Account. (c) On each Payment Date on which there exists a related LIBOR Carryover Amount on the Class IA-1 Notes or the Group I Mezzanine Notes, the Indenture Trustee shall withdraw from the Excess Reserve Fund Account amounts necessary to pay the related LIBOR Carryover Amount incurred by xxxx Xxxx, xxxxl such amount is reduced to zero. (d) Funds in the Excess Reserve Fund Account may be invested in Permitted Investments by the Indenture Trustee at the direction of the Majority Noteholders of the Class IX Notes. On each

Excess Reserve Fund Account. (a) On No later than the Closing Date, the Indenture Trustee shall establish and maintain in its namewith itself a separate, segregated trust account titled, “Excess Reserve Fund Account, Deutsche Bank National Trust Company, as Trustee, in trust for the benefit of the registered Holders of the Class IA-1 Notes and the Group I Mezzanine NotesIndyMac Residential Mortgage-Backed Trust Certificates, the Excess Reserve Fund Account. Series 2006-L3.” The Excess Reserve Fund Account shall be an Eligible Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount that will remain unpaid to the Holders of the Class A Certificates or the Subordinated Certificates, the Trustee has been directed by the Class C Certificateholders to, and funds on therefore will, deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Indenture Trustee held pursuant to this Indenture. (b) On the Closing Date, $5,000 will be deposited by the Indenture Trustee into the Excess Reserve Fund Account. ThereafterAccount the amounts described in Section 4.01(d)(vii), on any Payment Date if the Group I Pool Cap does not exceed the Note Rate applicable rather than distributing such amounts to the Class IA-1 Notes or the Group I Mezzanine Notes by at least 0.25%C Certificateholders. On each such Distribution Date, the amount Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Subordinated Certificates, and will distribute such amounts to be held the Holders of the Class A Certificates and the Subordinated Certificates in the amounts and priorities set forth in Section 4.01(e). If no unpaid Net WAC Rate Carryover Amounts are payable from the Excess Reserve Fund Account on any Payment Date thereafter will equal a Distribution Date, the greater of (i) 0.50% of Trustee shall deposit into the outstanding Note Balance Excess Reserve Fund Account on behalf of the Class IA-1 Notes and the Group I Mezzanine Notes as of such Payment Date and (ii) $5,000 and will be funded C Certificateholders, from amounts paid pursuant to Section 3.06. Thereafter, if the Group I Pool Cap for any Payment Date exceeds the Note Rate applicable otherwise distributable to the Class IA-1 Notes and the Group I Mezzanine Notes on C Certificateholders, an amount such Payment Date by 0.25% or more, the Required Excess Reserve Fund Balance for such Payment Date will be at least $5,000. The amount required that when added to be other amounts already on deposit in the Excess Reserve Fund Account at any time Account, the aggregate amount on deposit therein is referred equal to herein as zero. It is the "Required intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Excess Reserve Fund Balance." In Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Required Class C Certificates is recharacterized as an equity interest in the Excess Reserve Fund BalanceAccount for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the amount Excess Reserve Fund Account be treated as a partnership. All amounts deposited into the Excess Reserve Fund Account shall be treated as amounts distributed by REMIC 2 to the Holders of the Class C Certificates. The Excess Reserve Fund Account will be an “outside reserve fund” within the meaning of Treasury regulation Section 1.860G-2(h). Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Subordinated Certificates, all amounts remaining on deposit in the Excess Reserve Fund Account will be increased by any payments received released by the Indenture Trustee under Trust Fund and distributed to the Cap Contract Class C Certificateholders or the Cap Contract Pledge Agreement and deposited into the their designees. The Excess Reserve Fund Account. (c) On each Payment Date on which there exists a related LIBOR Carryover Amount on Account will be part of the Trust Fund but not part of any REMIC, and any payments to the Holders of the Class IA-1 Notes A Certificates or the Group I Mezzanine Notes, the Indenture Trustee shall withdraw Subordinated Certificates of Net WAC Rate Carryover Amounts from the Excess Reserve Fund Account will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Excess Reserve Fund Account the amounts necessary described above on each Distribution Date as to pay the related LIBOR which there is any Net WAC Rate Carryover Amount that will remain unpaid to the Holders of the Class A Certificates or the Subordinated Certificates, rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which are acknowledged by such acceptance. The Servicer shall direct any depository institution maintaining the Excess Reserve Fund Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Servicer with respect to the Excess Reserve Fund Account is received by the Trustee, the Trustee shall invest the funds in Deutsche Bank Institutional Cash Management Fund No. 541. The Trustee shall not be responsible for any losses incurred by xxxx Xxxxwith respect to any investment of funds pursuant to this Section 3.27(a), xxxxl except to the extent that the Trustee is the obligor on such amount is reduced to zero. (d) Funds Permitted Investment. All income realized from investment of funds in the Excess Reserve Fund Account may shall be invested in Permitted Investments by distributed to the Indenture Trustee at the direction of the Majority Noteholders Holders of the Class IX NotesC Certificates. On eachFor federal tax return and information reporting, the right of the Holders of the Class A Certificates and the Subordinated Certificates to receive payments from the Excess Reserve Fund Account in respect of any unpaid Net WAC Rate Carryover Amount shall be assigned a value of $0, which value the Trustee shall identify to any Certificateholder that requests such information by contacting the Trustee in writing.

Excess Reserve Fund Account. (a) On the Closing Date, the Indenture Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Class IA-1 Notes and the Group I Mezzanine NotesA-1A Certificates, the Excess Reserve Fund Account. The Excess Reserve Fund Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Indenture Trustee held pursuant to this IndentureAgreement. (b) On the Closing Date, $5,000 will be deposited by the Indenture Trustee Seller into the Excess Reserve Fund Account. Thereafter, on any Payment Distribution Date if the Group I Pool Cap does not exceed the Note Class A-1A Pass-Through Rate applicable to the Class IA-1 Notes or the Group I Mezzanine Notes by at least 0.25%, the amount to be held in the Excess Reserve Fund Account on any Payment Distribution Date thereafter will equal the greater of (i) 0.50% of the outstanding Note Certificate Principal Balance of the Class IA-1 Notes and the Group I Mezzanine Notes A-1A Certificates as of such Payment Distribution Date and (ii) $5,000 and will be funded from amounts paid distributed pursuant to Section 3.064.02(b)(xviii). Thereafter, if the Group I Pool Cap for any Payment Distribution Date exceeds the Note Class A-1A Pass-Through Rate applicable to for the Class IA-1 Notes and the Group I Mezzanine Notes A-1A Certificates on such Payment Distribution Date by 0.25% or more, the Required Excess Reserve Fund Balance for such Payment Distribution Date will be at least $5,000. The amount required to be on deposit in the Excess Reserve Fund Account at any time is referred to herein as the "Required Excess Reserve Fund Balance." In addition to the Required Excess Reserve Fund Balance, the amount on deposit in the Excess Reserve Fund Account will be increased by any payments received by the Indenture Trustee under the Cap Contract or the Cap Contract Pledge Agreement and deposited into the Excess Reserve Fund Account." (c) On each Payment Distribution Date on which there exists a related Class A-1A LIBOR Carryover Amount on the Class IA-1 Notes or the Group I Mezzanine NotesA-1A Certificates, the Indenture Trustee shall withdraw from the Excess Reserve Fund Account amounts necessary to pay the related Class A-1A LIBOR Carryover Amount incurred by xxxx Xxxxthe Class A-1A Certificates, xxxxl until such amount is reduced to zero. (d) Funds in the Excess Reserve Fund Account may be invested in Permitted Investments by the Indenture Trustee at the direction of the Majority Noteholders Certificateholders of the Class IX NotesX Certificates. On eacheach Distribution Date, any earnings on such amounts shall be distributed to the Holders of the Class X Certificates and any losses shall be chargeable to amounts held in the Excess Reserve Fund Account. The Majority Certificateholders of the Class X Certificates shall evidence ownership of the Excess Reserve Fund Account for federal income tax purposes and shall direct the Trustee, in writing, as to the investment of amounts on deposit therein. In the absence of such written direction, all funds in the Excess Reserve Fund Account shall be invested by the Trustee in JP Morgan Money Market Fund. Upon termination of the Trust Fund, any xxxxxxx xemaining in the Excess Reserve Fund Account shall be distributed to the Holders of the Class X Certificates. The Excess Reserve Fund Account is not an asset of any of the REMICs, but rather is an "outside reserve fund" within the meaning of the REMIC Provisions that is beneficially owned by the beneficial owner of the Class X Certificates.

Excess Reserve Fund Account. (ai) The Trustee shall establish and maintain the Excess Reserve Fund Account, on behalf of the Class C Certificateholder, to secure its limited recourse obligation to pay to the other Certificateholders Net WAC Cap CarryForward Amounts. (ii) On the Closing Date, the Indenture Trustee Depositor shall establish and maintain in its name, in trust for the benefit of the Holders of the Class IA-1 Notes and the Group I Mezzanine Notes, the Excess Reserve Fund Account. The Excess Reserve Fund Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Indenture Trustee held pursuant to this Indenture. (b) On the Closing Date, $5,000 will be deposited by the Indenture Trustee into the Excess Reserve Fund Account. Thereafter, on any Payment Date if the Group I Pool Cap does not exceed the Note Rate applicable to the Class IA-1 Notes or the Group I Mezzanine Notes by at least 0.25%, the amount to be held in the Excess Reserve Fund Account on any Payment Date thereafter will equal the greater of (i) 0.50% of the outstanding Note Balance of the Class IA-1 Notes and the Group I Mezzanine Notes as of such Payment Date and (ii) $5,000 and will be funded from amounts paid pursuant to Section 3.06. Thereafter, if the Group I Pool Cap for any Payment Date exceeds the Note Rate applicable to the Class IA-1 Notes and the Group I Mezzanine Notes on such Payment Date by 0.25% or more, the Required Excess Reserve Fund Balance for such Payment Date will be at least $5,000. The amount required to be on deposit in the Excess Reserve Fund Account at any time is referred to herein as the "Required Excess Reserve Fund Balance." In addition to the Required Excess Reserve Fund Balance, the amount on deposit in the Excess Reserve Fund Account will be increased by any payments received by the Indenture Trustee under the Cap Contract or the Cap Contract Pledge Agreement and deposited into the Excess Reserve Fund Account. (ciii) On each Distribution Date, the Trustee shall deposit the amount of any Net WAC Cap Payment for that date into the Excess Reserve Fund Account. (iv) The Trustee shall invest amounts held in the Excess Reserve Fund Account only in Permitted Investments, which shall mature not later than the Business Day next preceding the next Distribution Date (except that if such Permitted Investment is an obligation of the institution that maintains such account, then such Permitted Investment shall mature not later than the next Distribution Date) and, in each case, shall not be sold or disposed of before its maturity. The Master Servicer shall direct the Trustee in writing with respect to investment of amounts in the Excess Reserve Fund Account. (v) On each Distribution Date on which there a Net WAC Cap CarryForward Amount exists a related LIBOR Carryover Amount on the for any Class IA-1 Notes or the Group I Mezzanine Notesof Certificates, the Indenture Trustee shall withdraw from the Excess Reserve Fund Account amounts necessary to pay to the related LIBOR Carryover Amount incurred by xxxx Xxxx, xxxxl such amount is reduced Class of Certificates the Net WAC Cap CarryForward Amount. Such payments shall be allocated to zerothose Classes as provided in Section 4.02(IV). (dvi) Funds in The Trustee shall account for the Excess Reserve Fund Account may be invested in Permitted Investments as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. The owners of the Excess Reserve Fund Account are the Class C Certificateholder. The Trustee shall treat amounts transferred by the Indenture Master REMIC to the Excess Reserve Fund Account as distributions to the Class C Certificateholder (and from the Class C Certificateholder to the Excess Reserve Fund Account) for all Federal tax purposes. Accordingly, each Class of Certificates, other than the Class C Certificate, and Class P Certificate will comprise two components - a Master Regular Interest and an interest in a cap contract. The Trustee at shall allocate the direction issue price for a Class of Certificates between two components for purposes of determining the issue price of the Majority Noteholders Master REMIC Regular Interest component. (vii) Any Net WAC Cap CarryForward Amounts paid by the Trustee to the Certificateholders shall be accounted for by the Trustee as amounts paid to the Holder of the Class IX NotesC Certificate. On eachIn addition, the Trustee shall account for the Certificateholders' rights to receive payments of Net WAC Cap CarryForward Amounts as rights in a limited recourse interest rate cap contract written by the Class C Certificateholder in favor of the other Certificateholders. (viii) Notwithstanding any provision contained in this Agreement, the Trustee shall not be required to make any payments from the Excess Reserve Fund Account except as expressly stated in this Section 3.06(e).

Excess Reserve Fund Account. (a) On No later than the Closing Date, the Indenture Trustee shall establish and maintain in its namewith itself a separate, segregated trust account titled, “Excess Reserve Fund Account, Deutsche Bank National Trust Company, as Trustee, in trust for the benefit of the registered Holders of the Class IA-1 Notes and the Group I Mezzanine NotesIndyMac Residential Mortgage-Backed Trust Certificates, the Excess Reserve Fund Account. Series 2005-L3.” The Excess Reserve Fund Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Indenture Trustee held pursuant to this Indenture. (b) . On the Closing Date, $5,000 the Depositor will deposit, or cause to be deposited by the Indenture Trustee deposited, into the Excess Reserve Fund Account, $5,000. ThereafterOn each Distribution Date as to which there is a Net WAC Rate Carryover Amount that will remain unpaid to the Holders of the Class A Certificates or the Subordinated Certificates, on any Payment Date if the Group I Pool Cap does not exceed Trustee has been directed by the Note Rate applicable Class C Certificateholders to, and therefore will, deposit into the Excess Reserve Fund Account the amounts described in Section 4.01(d)(vii), rather than distributing such amounts to the Class IA-1 Notes or the Group I Mezzanine Notes by at least 0.25%C Certificateholders. On each such Distribution Date, the amount Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Subordinated Certificates, and will distribute such amounts to be held the Holders of the Class A Certificates and the Subordinated Certificates in the amounts and priorities set forth in Section 4.01(e). If no unpaid Net WAC Rate Carryover Amounts are payable from the Excess Reserve Fund Account on any Payment Date thereafter will equal a Distribution Date, the greater of (i) 0.50% of Trustee shall deposit into the outstanding Note Balance Excess Reserve Fund Account on behalf of the Class IA-1 Notes and the Group I Mezzanine Notes as of such Payment Date and (ii) $5,000 and will be funded C Certificateholders, from amounts paid pursuant to Section 3.06. Thereafter, if the Group I Pool Cap for any Payment Date exceeds the Note Rate applicable otherwise distributable to the Class IA-1 Notes and the Group I Mezzanine Notes on C Certificateholders, an amount such Payment Date by 0.25% or more, the Required Excess Reserve Fund Balance for such Payment Date will be at least $5,000. The amount required that when added to be other amounts already on deposit in the Excess Reserve Fund Account at any time Account, the aggregate amount on deposit therein is referred equal to herein as $5,000. It is the "Required intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Excess Reserve Fund Balance." In Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Required Class C Certificates is recharacterized as an equity interest in the Excess Reserve Fund BalanceAccount for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the amount Excess Reserve Fund Account be treated as a grantor trust. All amounts deposited into the Excess Reserve Fund Account (other than the initial deposit therein of $5,000) shall be treated as amounts distributed by REMIC 2 to the Holders of the Class C Certificates. The Excess Reserve Fund Account will be an “outside reserve fund” within the meaning of Treasury regulation Section 1.860G-2(h). Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Subordinated Certificates, all amounts remaining on deposit in the Excess Reserve Fund Account will be increased by any payments received released by the Indenture Trustee under Trust Fund and distributed to the Cap Contract Class C Certificateholders or the Cap Contract Pledge Agreement and deposited into the their designees. The Excess Reserve Fund Account. (c) On each Payment Date on which there exists a related LIBOR Carryover Amount on Account will be part of the Trust Fund but not part of any REMIC, and any payments to the Holders of the Class IA-1 Notes A Certificates or the Group I Mezzanine Notes, the Indenture Trustee shall withdraw Subordinated Certificates of Net WAC Rate Carryover Amounts from the Excess Reserve Fund Account will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Excess Reserve Fund Account the amounts necessary described above on each Distribution Date as to pay the related LIBOR which there is any Net WAC Rate Carryover Amount that will remain unpaid to the Holders of the Class A Certificates or the Subordinated Certificates, rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which are acknowledged by such acceptance. The Master Servicer shall direct any depository institution maintaining the Excess Reserve Fund Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Master Servicer with respect to the Excess Reserve Fund Account is received by the Trustee, the Trustee shall invest the funds in Deutsche Bank Institutional Cash Management Fund No. 541. The Trustee shall not be responsible for any losses incurred by xxxx Xxxxwith respect to any investment of funds pursuant to this Section 3.27(a), xxxxl except to the extent that the Trustee is the obligor on such amount is reduced to zero. (d) Funds Permitted Investment. All income realized from investment of funds in the Excess Reserve Fund Account may shall be invested in Permitted Investments by distributed to the Indenture Trustee at the direction of the Majority Noteholders Holders of the Class IX NotesC Certificates. On eachFor federal tax return and information reporting, the right of the Holders of the Class A Certificates and the Subordinated Certificates to receive payments from the Excess Reserve Fund Account in respect of any unpaid Net WAC Rate Carryover Amount shall be assigned a value of $7,400, which value the Trustee shall identify to any Certificateholder that requests such information by contacting the Trustee in writing.

Excess Reserve Fund Account. (a) On No later than the Closing Date, the Indenture Trustee shall establish and maintain in its namewith itself a separate, segregated trust account titled, “Excess Reserve Fund Account, Deutsche Bank National Trust Company, as Trustee, in trust for the benefit of the registered Holders of the Class IA-1 Notes and the Group I Mezzanine NotesIndyMac Residential Mortgage-Backed Trust Certificates, the Excess Reserve Fund Account. Series 2005-L2.” The Excess Reserve Fund Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Indenture Trustee held pursuant to this Indenture. (b) . On the Closing Date, $5,000 the Depositor will deposit, or cause to be deposited by the Indenture Trustee deposited, into the Excess Reserve Fund Account, $5,000. ThereafterOn each Distribution Date as to which there is a Net WAC Rate Carryover Amount that will remain unpaid to the Holders of the Class A Certificates or the Subordinated Certificates, on any Payment Date if the Group I Pool Cap does not exceed Trustee has been directed by the Note Rate applicable Class C Certificateholders to, and therefore will, deposit into the Excess Reserve Fund Account the amounts described in Section 4.01(d)(v), rather than distributing such amounts to the Class IA-1 Notes or the Group I Mezzanine Notes by at least 0.25%C Certificateholders. On each such Distribution Date, the amount Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Subordinated Certificates, and will distribute such amounts to be held the Holders of the Class A Certificates and the Subordinated Certificates in the amounts and priorities set forth in Section 4.01(e). If no unpaid Net WAC Rate Carryover Amounts are payable from the Excess Reserve Fund Account on any Payment Date thereafter will equal a Distribution Date, the greater of (i) 0.50% of Trustee shall deposit into the outstanding Note Balance Excess Reserve Fund Account on behalf of the Class IA-1 Notes and the Group I Mezzanine Notes as of such Payment Date and (ii) $5,000 and will be funded C Certificateholders, from amounts paid pursuant to Section 3.06. Thereafter, if the Group I Pool Cap for any Payment Date exceeds the Note Rate applicable otherwise distributable to the Class IA-1 Notes and the Group I Mezzanine Notes on C Certificateholders, an amount such Payment Date by 0.25% or more, the Required Excess Reserve Fund Balance for such Payment Date will be at least $5,000. The amount required that when added to be other amounts already on deposit in the Excess Reserve Fund Account at any time Account, the aggregate amount on deposit therein is referred equal to herein as $5,000. For federal and state income tax purposes, the "Required Class C Certificateholders will be deemed to be the owners of the Excess Reserve Fund Balance." In addition to Account, and all amounts deposited into the Required Excess Reserve Fund BalanceAccount (other than the initial deposit therein of $5,000) shall be treated as amounts distributed by REMIC 1 to the Holders of the Class C Certificates. Upon the termination of the Trust Fund, or the amount payment in full of the Class A Certificates and the Subordinated Certificates, all amounts remaining on deposit in the Excess Reserve Fund Account will be increased by any payments received released by the Indenture Trustee under Trust Fund and distributed to the Cap Contract Class C Certificateholders or the Cap Contract Pledge Agreement and deposited into the their designees. The Excess Reserve Fund Account. (c) On each Payment Date on which there exists a related LIBOR Carryover Amount on Account will be part of the Trust Fund but not part of any REMIC, and any payments to the Holders of the Class IA-1 Notes A Certificates or the Group I Mezzanine Notes, the Indenture Trustee shall withdraw Subordinated Certificates of unpaid Net WAC Rate Carryover Amounts from the Excess Reserve Fund Account will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Excess Reserve Fund Account the amounts necessary described above on each Distribution Date as to pay the related LIBOR which there is any Net WAC Rate Carryover Amount that will remain unpaid to the Holders of the Class A Certificates or the Subordinated Certificates, rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which are acknowledged by such acceptance. The Master Servicer shall direct any depository institution maintaining the Excess Reserve Fund Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Master Servicer with respect to the Excess Reserve Fund Account is received by the Trustee, the Trustee shall invest the funds in Deutsche Bank Institutional Cash Management Fund No. 541. The Trustee shall not be responsible for any losses incurred by xxxx Xxxxwith respect to any investment of funds pursuant to this Section 3.27(a), xxxxl except to the extent that the Trustee is the obligor on such amount is reduced to zero. (d) Funds Permitted Investment. All income realized from investment of funds in the Excess Reserve Fund Account may shall be invested in Permitted Investments by distributed to the Indenture Trustee at the direction of the Majority Noteholders Holders of the Class IX NotesC Certificates. On eachFor federal tax return and information reporting, the right of the Holders of the Class A Certificates and the Subordinated Certificates to receive payments from the Excess Reserve Fund Account in respect of any unpaid Net WAC Rate Carryover Amount shall be assigned a value of $0, which value the Trustee shall identify to any Certificateholder that requests such information by contacting the Trustee in writing.

Excess Reserve Fund Account. (a) On No later than the Closing Date, the Indenture Trustee shall establish and maintain in its namewith itself a separate, segregated trust account titled, “Excess Reserve Fund Account, Deutsche Bank National Trust Company, as Trustee, in trust for the benefit of the registered Holders of the Class IA-1 Notes and the Group I Mezzanine NotesIndyMac Residential Mortgage-Backed Trust Certificates, the Excess Reserve Fund Account. Series 2006-L2.” The Excess Reserve Fund Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Indenture Trustee held pursuant to this Indenture. (b) . On the Closing Date, $5,000 the Depositor will deposit, or cause to be deposited by the Indenture Trustee deposited, into the Excess Reserve Fund Account, the Initial Deposit. ThereafterOn each Distribution Date as to which there is a Net WAC Rate Carryover Amount that will remain unpaid to the Holders of the Class A Certificates or the Subordinated Certificates, on any Payment Date if the Group I Pool Cap does not exceed Trustee has been directed by the Note Rate applicable Class C Certificateholders to, and therefore will, deposit into the Excess Reserve Fund Account the amounts described in Section 4.01(d)(vii), rather than distributing such amounts to the Class IA-1 Notes or the Group I Mezzanine Notes by at least 0.25%C Certificateholders. On each such Distribution Date, the amount Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Subordinated Certificates, and will distribute such amounts to be held the Holders of the Class A Certificates and the Subordinated Certificates in the amounts and priorities set forth in Section 4.01(e). If no unpaid Net WAC Rate Carryover Amounts are payable from the Excess Reserve Fund Account on any Payment Date thereafter will equal a Distribution Date, the greater of (i) 0.50% of Trustee shall deposit into the outstanding Note Balance Excess Reserve Fund Account on behalf of the Class IA-1 Notes and the Group I Mezzanine Notes as of such Payment Date and (ii) $5,000 and will be funded C Certificateholders, from amounts paid pursuant to Section 3.06. Thereafter, if the Group I Pool Cap for any Payment Date exceeds the Note Rate applicable otherwise distributable to the Class IA-1 Notes and the Group I Mezzanine Notes on C Certificateholders, an amount such Payment Date by 0.25% or more, the Required Excess Reserve Fund Balance for such Payment Date will be at least $5,000. The amount required that when added to be other amounts already on deposit in the Excess Reserve Fund Account at any time Account, the aggregate amount on deposit therein is referred equal to herein as $5,000. It is the "Required intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Excess Reserve Fund Balance." In Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Required Class C Certificates is recharacterized as an equity interest in the Excess Reserve Fund BalanceAccount for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the amount Excess Reserve Fund Account be treated as a partnership. All amounts deposited into the Excess Reserve Fund Account (other than the Initial Deposit therein) shall be treated as amounts distributed by REMIC 2 to the Holders of the Class C Certificates. The Excess Reserve Fund Account will be an “outside reserve fund” within the meaning of Treasury regulation Section 1.860G-2(h). Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Subordinated Certificates, all amounts remaining on deposit in the Excess Reserve Fund Account will be increased by any payments received released by the Indenture Trustee under Trust Fund and distributed to the Cap Contract Class C Certificateholders or the Cap Contract Pledge Agreement and deposited into the their designees. The Excess Reserve Fund Account. (c) On each Payment Date on which there exists a related LIBOR Carryover Amount on Account will be part of the Trust Fund but not part of any REMIC, and any payments to the Holders of the Class IA-1 Notes A Certificates or the Group I Mezzanine Notes, the Indenture Trustee shall withdraw Subordinated Certificates of Net WAC Rate Carryover Amounts from the Excess Reserve Fund Account will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Excess Reserve Fund Account the amounts necessary described above on each Distribution Date as to pay the related LIBOR which there is any Net WAC Rate Carryover Amount that will remain unpaid to the Holders of the Class A Certificates or the Subordinated Certificates, rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which are acknowledged by such acceptance. The Servicer shall direct any depository institution maintaining the Excess Reserve Fund Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Servicer with respect to the Excess Reserve Fund Account is received by the Trustee, the Trustee shall invest the funds in Deutsche Bank Institutional Cash Management Fund No. 541. The Trustee shall not be responsible for any losses incurred by xxxx Xxxxwith respect to any investment of funds pursuant to this Section 3.27(a), xxxxl except to the extent that the Trustee is the obligor on such amount is reduced to zero. (d) Funds Permitted Investment. All income realized from investment of funds in the Excess Reserve Fund Account may shall be invested in Permitted Investments by distributed to the Indenture Trustee at the direction of the Majority Noteholders Holders of the Class IX NotesC Certificates. On eachFor federal tax return and information reporting, the right of the Holders of the Class A Certificates and the Subordinated Certificates to receive payments from the Excess Reserve Fund Account in respect of any unpaid Net WAC Rate Carryover Amount shall be assigned a value of $1,000, which value the Trustee shall identify to any Certificateholder that requests such information by contacting the Trustee in writing.

Excess Reserve Fund Account. (ai) The Trustee shall establish and maintain the Excess Reserve Fund Account, on behalf of the Class X Certificateholder, to secure its limited recourse obligation to pay to the other Certificateholders Net WAC Cap CarryForward Amounts. (ii) On the Closing Date, the Indenture Trustee Depositor shall establish and maintain in its name, in trust for the benefit of the Holders of the Class IA-1 Notes and the Group I Mezzanine Notes, the Excess Reserve Fund Account. The Excess Reserve Fund Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Indenture Trustee held pursuant to this Indenture. (b) On the Closing Date, $5,000 will be deposited by the Indenture Trustee into the Excess Reserve Fund Account. Thereafter, on any Payment Date if the Group I Pool Cap does not exceed the Note Rate applicable to the Class IA-1 Notes or the Group I Mezzanine Notes by at least 0.25%, the amount to be held in the Excess Reserve Fund Account on any Payment Date thereafter will equal the greater of (i) 0.50% of the outstanding Note Balance of the Class IA-1 Notes and the Group I Mezzanine Notes as of such Payment Date and (ii) $5,000 and will be funded from amounts paid pursuant to Section 3.06. Thereafter, if the Group I Pool Cap for any Payment Date exceeds the Note Rate applicable to the Class IA-1 Notes and the Group I Mezzanine Notes on such Payment Date by 0.25% or more, the Required Excess Reserve Fund Balance for such Payment Date will be at least $5,000. The amount required to be on deposit in the Excess Reserve Fund Account at any time is referred to herein as the "Required Excess Reserve Fund Balance." In addition to the Required Excess Reserve Fund Balance, the amount on deposit in the Excess Reserve Fund Account will be increased by any payments received by the Indenture Trustee under the Cap Contract or the Cap Contract Pledge Agreement and deposited 10,000 into the Excess Reserve Fund Account. (ciii) On each Distribution Date, the Trustee shall deposit the amount of any Net WAC Cap Payment for that date into the Excess Reserve Fund Account. (iv) The Trustee shall invest amounts held in the Excess Reserve Fund Account only in Permitted Investments, which shall mature not later than the Business Day next preceding the next Distribution Date (except that if such Permitted Investment is an obligation of the institution that maintains such account, then such Permitted Investment shall mature not later than the next Distribution Date) and, in each case, shall not be sold or disposed of before its maturity. The Master Servicer shall direct the Trustee in writing with respect to investment of amounts in the Excess Reserve Fund Account. (v) On each Distribution Date on which there a Net WAC Cap CarryForward Amount exists a related LIBOR Carryover Amount on the for any Class IA-1 Notes or the Group I Mezzanine Notesof Certificates, the Indenture Trustee shall withdraw from the Excess Reserve Fund Account amounts necessary to pay to the related LIBOR Carryover Class of Certificates the Net WAC Cap CarryForward Amount. Such payments shall be allocated to those Classes on a pro rata basis based upon the amount of Net WAC Cap CarryForward Amount incurred by xxxx Xxxx, xxxxl such amount is reduced owed to zeroeach Class and shall be paid in the priority in Section 4.02(I)(c)(ix). (dvi) Funds in The Trustee shall account for the Excess Reserve Fund Account may be invested in Permitted Investments as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. The owners of the Excess Reserve Fund Account are the Class X Certificateholder. The Trustee shall treat amounts transferred by the Indenture Master REMIC to the Excess Reserve Fund Account as distributions to the Class X Certificateholder (and from the Class X Certificateholder to the Excess Reserve Fund Account) for all Federal tax purposes. Accordingly, each Class of Certificates, other than the Class X Certificate, and Class P Certificate will comprise two components - a Master Regular Interest and an interest in a cap contract. The Trustee at shall allocate the direction issue price for a Class of Certificates between two components for purposes of determining the issue price of the Majority Noteholders Master REMIC Regular Interest component. (vii) Any Net WAC Cap CarryForward Amounts paid by the Trustee to the Certificateholders shall be accounted for by the Trustee as amounts paid to the Holder of the Class IX NotesX Certificate. On eachIn addition, the Trustee shall account for the Certificateholders' rights to receive payments of Net WAC Cap CarryForward Amounts as rights in a limited recourse interest rate cap contract written by the Class X Certificateholder in favor of the other Certificateholders. (viii) Notwithstanding any provision contained in this Agreement, the Trustee shall not be required to make any payments from the Excess Reserve Fund Account except as expressly stated in this Section 3.06(f).

Excess Reserve Fund Account. (a) On No later than the Closing Date, the Indenture Trustee shall establish and maintain in its namewith itself a separate, segregated trust account titled, “Excess Reserve Fund Account, Deutsche Bank National Trust Company, as Trustee, in trust for the benefit of the registered Holders of the Class IA-1 Notes and the Group I Mezzanine NotesIndyMac Residential Mortgage-Backed Trust Certificates, the Excess Reserve Fund Account. Series 2006-L3.” The Excess Reserve Fund Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Indenture Trustee held pursuant to this Indenture. (b) . On the Closing Date, $5,000 the Depositor will deposit, or cause to be deposited by the Indenture Trustee deposited, into the Excess Reserve Fund Account, $5,000. ThereafterOn each Distribution Date as to which there is a Net WAC Rate Carryover Amount that will remain unpaid to the Holders of the Class A Certificates or the Subordinated Certificates, on any Payment Date if the Group I Pool Cap does not exceed Trustee has been directed by the Note Rate applicable Class C Certificateholders to, and therefore will, deposit into the Excess Reserve Fund Account the amounts described in Section 4.01(d)(vii), rather than distributing such amounts to the Class IA-1 Notes or the Group I Mezzanine Notes by at least 0.25%C Certificateholders. On each such Distribution Date, the amount Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Subordinated Certificates, and will distribute such amounts to be held the Holders of the Class A Certificates and the Subordinated Certificates in the amounts and priorities set forth in Section 4.01(e). If no unpaid Net WAC Rate Carryover Amounts are payable from the Excess Reserve Fund Account on any Payment Date thereafter will equal a Distribution Date, the greater of (i) 0.50% of Trustee shall deposit into the outstanding Note Balance Excess Reserve Fund Account on behalf of the Class IA-1 Notes and the Group I Mezzanine Notes as of such Payment Date and (ii) $5,000 and will be funded C Certificateholders, from amounts paid pursuant to Section 3.06. Thereafter, if the Group I Pool Cap for any Payment Date exceeds the Note Rate applicable otherwise distributable to the Class IA-1 Notes and the Group I Mezzanine Notes on C Certificateholders, an amount such Payment Date by 0.25% or more, the Required Excess Reserve Fund Balance for such Payment Date will be at least $5,000. The amount required that when added to be other amounts already on deposit in the Excess Reserve Fund Account at any time Account, the aggregate amount on deposit therein is referred equal to herein as $5,000. It is the "Required intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Excess Reserve Fund Balance." In Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Required Class C Certificates is recharacterized as an equity interest in the Excess Reserve Fund BalanceAccount for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the amount Excess Reserve Fund Account be treated as a partnership. All amounts deposited into the Excess Reserve Fund Account shall be treated as amounts distributed by REMIC 2 to the Holders of the Class C Certificates. The Excess Reserve Fund Account will be an “outside reserve fund” within the meaning of Treasury regulation Section 1.860G-2(h). Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Subordinated Certificates, all amounts remaining on deposit in the Excess Reserve Fund Account will be increased by any payments received released by the Indenture Trustee under Trust Fund and distributed to the Cap Contract Class C Certificateholders or the Cap Contract Pledge Agreement and deposited into the their designees. The Excess Reserve Fund Account. (c) On each Payment Date on which there exists a related LIBOR Carryover Amount on Account will be part of the Trust Fund but not part of any REMIC, and any payments to the Holders of the Class IA-1 Notes A Certificates or the Group I Mezzanine Notes, the Indenture Trustee shall withdraw Subordinated Certificates of Net WAC Rate Carryover Amounts from the Excess Reserve Fund Account will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Excess Reserve Fund Account the amounts necessary described above on each Distribution Date as to pay the related LIBOR which there is any Net WAC Rate Carryover Amount that will remain unpaid to the Holders of the Class A Certificates or the Subordinated Certificates, rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which are acknowledged by such acceptance. The Servicer shall direct any depository institution maintaining the Excess Reserve Fund Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Servicer with respect to the Excess Reserve Fund Account is received by the Trustee, the Trustee shall invest the funds in Deutsche Bank Institutional Cash Management Fund No. 541. The Trustee shall not be responsible for any losses incurred by xxxx Xxxxwith respect to any investment of funds pursuant to this Section 3.27(a), xxxxl except to the extent that the Trustee is the obligor on such amount is reduced to zero. (d) Funds Permitted Investment. All income realized from investment of funds in the Excess Reserve Fund Account may shall be invested in Permitted Investments by distributed to the Indenture Trustee at the direction of the Majority Noteholders Holders of the Class IX NotesC Certificates. On eachFor federal tax return and information reporting, the right of the Holders of the Class A Certificates and the Subordinated Certificates to receive payments from the Excess Reserve Fund Account in respect of any unpaid Net WAC Rate Carryover Amount shall be assigned a value of $0, which value the Trustee shall identify to any Certificateholder that requests such information by contacting the Trustee in writing.

Excess Reserve Fund Account. (a) On No later than the Closing Date, the Indenture Trustee shall establish and maintain in its namewith itself a separate, segregated trust account titled, "Excess Reserve Fund Account, Deutsche Bank National Trust Company, as Trustee, in trust for the benefit of the registered Holders of the Class IA-1 Notes and the Group I Mezzanine NotesIndyMac Residential Mortgage-Backed Trust Certificates, the Excess Reserve Fund Account. Series 2006-L1." The Excess Reserve Fund Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Indenture Trustee held pursuant to this Indenture. (b) . On the Closing Date, $5,000 the Depositor will deposit, or cause to be deposited by the Indenture Trustee deposited, into the Excess Reserve Fund Account, $5,000. ThereafterOn each Distribution Date as to which there is a Net WAC Rate Carryover Amount that will remain unpaid to the Holders of the Class A Certificates or the Subordinated Certificates, on any Payment Date if the Group I Pool Cap does not exceed Trustee has been directed by the Note Rate applicable Class C Certificateholders to, and therefore will, deposit into the Excess Reserve Fund Account the amounts described in Section 4.01(d)(vii), rather than distributing such amounts to the Class IA-1 Notes or the Group I Mezzanine Notes by at least 0.25%C Certificateholders. On each such Distribution Date, the amount Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Subordinated Certificates, and will distribute such amounts to be held the Holders of the Class A Certificates and the Subordinated Certificates in the amounts and priorities set forth in Section 4.01(e). If no unpaid Net WAC Rate Carryover Amounts are payable from the Excess Reserve Fund Account on any Payment Date thereafter will equal a Distribution Date, the greater of (i) 0.50% of Trustee shall deposit into the outstanding Note Balance Excess Reserve Fund Account on behalf of the Class IA-1 Notes and the Group I Mezzanine Notes as of such Payment Date and (ii) $5,000 and will be funded C Certificateholders, from amounts paid pursuant to Section 3.06. Thereafter, if the Group I Pool Cap for any Payment Date exceeds the Note Rate applicable otherwise distributable to the Class IA-1 Notes and the Group I Mezzanine Notes on C Certificateholders, an amount such Payment Date by 0.25% or more, the Required Excess Reserve Fund Balance for such Payment Date will be at least $5,000. The amount required that when added to be other amounts already on deposit in the Excess Reserve Fund Account at any time Account, the aggregate amount on deposit therein is referred equal to herein as $5,000. It is the "Required intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Excess Reserve Fund Balance." In Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Required Class C Certificates is recharacterized as an equity interest in the Excess Reserve Fund BalanceAccount for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the amount Excess Reserve Fund Account be treated as a partnership. All amounts deposited into the Excess Reserve Fund Account (other than the initial deposit therein of $5,000) shall be treated as amounts distributed by REMIC 2 to the Holders of the Class C Certificates. The Excess Reserve Fund Account will be an "outside reserve fund" within the meaning of Treasury regulation Section 1.860G-2(h). Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Subordinated Certificates, all amounts remaining on deposit in the Excess Reserve Fund Account will be increased by any payments received released by the Indenture Trustee under Trust Fund and distributed to the Cap Contract Class C Certificateholders or the Cap Contract Pledge Agreement and deposited into the their designees. The Excess Reserve Fund Account. (c) On each Payment Date on which there exists a related LIBOR Carryover Amount on Account will be part of the Trust Fund but not part of any REMIC, and any payments to the Holders of the Class IA-1 Notes A Certificates or the Group I Mezzanine Notes, the Indenture Trustee shall withdraw Subordinated Certificates of Net WAC Rate Carryover Amounts from the Excess Reserve Fund Account will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Excess Reserve Fund Account the amounts necessary described above on each Distribution Date as to pay the related LIBOR which there is any Net WAC Rate Carryover Amount that will remain unpaid to the Holders of the Class A Certificates or the Subordinated Certificates, rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which are acknowledged by such acceptance. The Servicer shall direct any depository institution maintaining the Excess Reserve Fund Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Servicer with respect to the Excess Reserve Fund Account is received by the Trustee, the Trustee shall invest the funds in Deutsche Bank Institutional Cash Management Fund No. 541. The Trustee shall not be responsible for any losses incurred by xxxx Xxxxwith respect to any investment of funds pursuant to this Section 3.27(a), xxxxl except to the extent that the Trustee is the obligor on such amount is reduced to zero. (d) Funds Permitted Investment. All income realized from investment of funds in the Excess Reserve Fund Account may shall be invested in Permitted Investments by distributed to the Indenture Trustee at the direction of the Majority Noteholders Holders of the Class IX NotesC Certificates. On eachFor federal tax return and information reporting, the right of the Holders of the Class A Certificates and the Subordinated Certificates to receive payments from the Excess Reserve Fund Account in respect of any unpaid Net WAC Rate Carryover Amount shall be assigned a value of $19,000, which value the Trustee shall identify to any Certificateholder that requests such information by contacting the Trustee in writing.

Excess Reserve Fund Account. (a) On No later than the Closing Date, the Indenture Trustee shall establish and maintain in its namewith itself a separate, segregated trust account titled, “Excess Reserve Fund Account, Deutsche Bank National Trust Company, as Trustee, in trust for the benefit of the registered Holders of the Class IA-1 Notes and the Group I Mezzanine NotesIndyMac Residential Mortgage-Backed Trust Certificates, the Excess Reserve Fund Account. Series 2005-L1.” The Excess Reserve Fund Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Indenture Trustee held pursuant to this Indenture. (b) . On the Closing Date, $5,000 the Depositor will deposit, or cause to be deposited by the Indenture Trustee deposited, into the Excess Reserve Fund Account, $5,000. ThereafterOn each Distribution Date as to which there is a Net WAC Rate Carryover Amount that will remain unpaid to the Holders of the Class A Certificates or the Subordinated Certificates, on any Payment Date if the Group I Pool Cap does not exceed Trustee has been directed by the Note Rate applicable Class C Certificateholders to, and therefore will, deposit into the Excess Reserve Fund Account the amounts described in Section 4.01(d)(v), rather than distributing such amounts to the Class IA-1 Notes or the Group I Mezzanine Notes by at least 0.25%C Certificateholders. On each such Distribution Date, the amount Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Subordinated Certificates, and will distribute such amounts to be held the Holders of the Class A Certificates and the Subordinated Certificates in the amounts and priorities set forth in Section 4.01(e). If no unpaid Net WAC Rate Carryover Amounts are payable from the Excess Reserve Fund Account on any Payment Date thereafter will equal a Distribution Date, the greater of (i) 0.50% of Trustee shall deposit into the outstanding Note Balance Excess Reserve Fund Account on behalf of the Class IA-1 Notes and the Group I Mezzanine Notes as of such Payment Date and (ii) $5,000 and will be funded C Certificateholders, from amounts paid pursuant to Section 3.06. Thereafter, if the Group I Pool Cap for any Payment Date exceeds the Note Rate applicable otherwise distributable to the Class IA-1 Notes and the Group I Mezzanine Notes on C Certificateholders, an amount such Payment Date by 0.25% or more, the Required Excess Reserve Fund Balance for such Payment Date will be at least $5,000. The amount required that when added to be other amounts already on deposit in the Excess Reserve Fund Account at any time Account, the aggregate amount on deposit therein is referred equal to herein as $5,000. For federal and state income tax purposes, the "Required Class C Certificateholders will be deemed to be the owners of the Excess Reserve Fund Balance." In addition to Account, and all amounts deposited into the Required Excess Reserve Fund BalanceAccount (other than the initial deposit therein of $5,000) shall be treated as amounts distributed by REMIC 2 to the Holders of the Class C Certificates. Upon the termination of the Trust Fund, or the amount payment in full of the Class A Certificates and the Subordinated Certificates all amounts remaining on deposit in the Excess Reserve Fund Account will be increased by any payments received released by the Indenture Trustee under Trust Fund and distributed to the Cap Contract Class C Certificateholders or the Cap Contract Pledge Agreement and deposited into the their designees. The Excess Reserve Fund Account. (c) On each Payment Date on which there exists a related LIBOR Carryover Amount on Account will be part of the Trust Fund but not part of any REMIC, and any payments to the Holders of the Class IA-1 Notes A Certificates or the Group I Mezzanine Notes, the Indenture Trustee shall withdraw Subordinated Certificates of unpaid Net WAC Rate Carryover Amounts from the Excess Reserve Fund Account amounts necessary will not be payments with respect to pay a “regular interest” in a REMIC within the related LIBOR Carryover Amount incurred by xxxx Xxxxmeaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, xxxxl such amount each Class C Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is reduced directed, to zero. (d) Funds in deposit into the Excess Reserve Fund Account may be invested the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount that will remain unpaid to the Holders of the Class A Certificates or the Subordinated Certificates, rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which are acknowledged by such acceptance. The Master Servicer shall direct any depository institution maintaining the Excess Reserve Fund Account to invest the funds in such account in one or more Permitted Investments by bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Indenture Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee at or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Majority Noteholders Master Servicer with respect to the Excess Reserve Fund Account is received by the Trustee, the Trustee shall invest the funds in Deutsche Bank Institutional Cash Management Fund No. 541. The Trustee shall not be responsible for any losses incurred with respect to any investment of funds pursuant to this Section 3.27(a), except to the extent that the Trustee is the obligor on such Permitted Investment. All income realized from investment of funds in the Reserve Account shall be distributed to the Holders of the Class IX NotesC Certificates. On eachFor federal tax return and information reporting, the right of the Holders of the Class A Certificates and the Subordinated Certificates to receive payments from the Excess Reserve Fund Account in respect of any unpaid Net WAC Rate Carryover Amount shall be assigned a value of $0, which value the Trustee shall identify to any Certificateholder that requests such information by contacting the Trustee in writing.

Excess Reserve Fund Account. (a) On No later than the Closing Date, the Indenture Trustee shall establish and maintain in its namewith itself a separate, segregated trust account titled, “Excess Reserve Fund Account, Deutsche Bank National Trust Company, as Trustee, in trust for the benefit of the registered Holders of IndyMac Residential Mortgage-Backed Trust Certificates, Series 2006-L4,” and into which the Class IA-1 Notes and Initial Deposit will be deposited on the Group I Mezzanine Notes, the Excess Reserve Fund AccountClosing Date. The Excess Reserve Fund Account shall be an Eligible Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount that will remain unpaid to the Holders of the Class A Certificates or the Subordinated Certificates, the Trustee has been directed by the Class C Certificateholders to, and funds on therefore will, deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Indenture Trustee held pursuant to this Indenture. (b) On the Closing Date, $5,000 will be deposited by the Indenture Trustee into the Excess Reserve Fund Account. ThereafterAccount the amounts described in Section 4.01(d)(vi), on any Payment Date if the Group I Pool Cap does not exceed the Note Rate applicable rather than distributing such amounts to the Class IA-1 Notes or the Group I Mezzanine Notes by at least 0.25%C Certificateholders. On each such Distribution Date, the amount Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Subordinated Certificates, and will distribute such amounts to be held the Holders of the Class A Certificates and the Subordinated Certificates in the amounts and priorities set forth in Section 4.01(e). After the first Distribution Date, if no unpaid Net WAC Rate Carryover Amounts are payable from the Excess Reserve Fund Account on any Payment Date thereafter will equal a Distribution Date, the greater of (i) 0.50% of Trustee shall deposit into the outstanding Note Balance Excess Reserve Fund Account on behalf of the Class IA-1 Notes and the Group I Mezzanine Notes as of such Payment Date and (ii) $5,000 and will be funded C Certificateholders, from amounts paid pursuant to Section 3.06. Thereafter, if the Group I Pool Cap for any Payment Date exceeds the Note Rate applicable otherwise distributable to the Class IA-1 Notes and the Group I Mezzanine Notes on C Certificateholders, an amount such Payment Date by 0.25% or more, the Required Excess Reserve Fund Balance for such Payment Date will be at least $5,000. The amount required that when added to be other amounts already on deposit in the Excess Reserve Fund Account at any time Account, the aggregate amount on deposit therein is referred equal to herein as zero. It is the "Required intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Excess Reserve Fund Balance." In Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Required Class C Certificates is recharacterized as an equity interest in the Excess Reserve Fund BalanceAccount for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the amount Excess Reserve Fund Account be treated as a partnership. All amounts deposited into the Excess Reserve Fund Account shall be treated as amounts distributed by REMIC 2 to the Holders of the Class C Certificates. The Excess Reserve Fund Account will be an “outside reserve fund” within the meaning of Treasury regulation Section 1.860G-2(h). Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Subordinated Certificates, all amounts remaining on deposit in the Excess Reserve Fund Account will be increased by any payments received released by the Indenture Trustee under Trust Fund and distributed to the Cap Contract Class C Certificateholders or the Cap Contract Pledge Agreement and deposited into the their designees. The Excess Reserve Fund Account. (c) On each Payment Date on which there exists a related LIBOR Carryover Amount on Account will be part of the Trust Fund but not part of any REMIC, and any payments to the Holders of the Class IA-1 Notes A Certificates or the Group I Mezzanine Notes, the Indenture Trustee shall withdraw Subordinated Certificates of Net WAC Rate Carryover Amounts from the Excess Reserve Fund Account will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Excess Reserve Fund Account the amounts necessary described above on each Distribution Date as to pay the related LIBOR which there is any Net WAC Rate Carryover Amount that will remain unpaid to the Holders of the Class A Certificates or the Subordinated Certificates, rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which are acknowledged by such acceptance. The Servicer shall direct any depository institution maintaining the Excess Reserve Fund Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Servicer with respect to the Excess Reserve Fund Account is received by the Trustee, the Trustee shall invest the funds in Deutsche Bank Institutional Cash Management Fund No. 541. The Trustee shall not be responsible for any losses incurred by xxxx Xxxxwith respect to any investment of funds pursuant to this Section 3.27(a), xxxxl except to the extent that the Trustee is the obligor on such amount is reduced to zero. (d) Funds Permitted Investment. All income realized from investment of funds in the Excess Reserve Fund Account may shall be invested in Permitted Investments by distributed to the Indenture Trustee at the direction of the Majority Noteholders Holders of the Class IX NotesC Certificates. On eachFor federal tax return and information reporting, the right of the Holders of the Class A Certificates and the Subordinated Certificates to receive payments from the Excess Reserve Fund Account in respect of any unpaid Net WAC Rate Carryover Amount shall be assigned a value of $0, which value the Trustee shall identify to any Certificateholder that requests such information by contacting the Trustee in writing.