Common use of Information to be Provided by the Counterparty Clause in Contracts

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and (C) a description of the general character of the business of the Counterparty. (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a Transaction, the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty and any affiliated entities providing derivative instruments to the SPV (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible form; and (B) if applicable, cause its accountants to issue their consent to the filing of such financial statements in the Registration Statement. (b) Following the Closing Date with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form, and (2) if xxxxicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the Counterparty, then for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, Counterparty shall, upon five Business Days written notice, either: (A) all of the following: (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; (2) if applicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form and if applxxxxxe, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and; (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor (after the aggregate "significance percentage", determined absent manifest error, of all derivative instruments provided by Counterparty and any of its affiliates to the SPV is 8.00% or more in respect of Item 1115(b)(1), or 18.00% or more in respect of Item 1115(b)(2)) for the purpose of compliance with Item 1115(b) with respect to a Transaction, the Counterparty shall: (A) provide the relevant financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB AB, as applicable (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty (or any entity that consolidates the Counterparty) and any affiliated entities providing derivative instruments to the SPV (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible formform (if not incxxxxxated by reference) and, unless otherwise instructed in writing by the Counterparty, hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB; and (B) if applicable, cause its accountants to issue their consent to the filing or the incorporation by reference of such financial statements in the Registration Statement. (b) Following the Closing Date with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible formform (if not incxxxxxated by reference) and, unless otherwise instructed in writing by the Counterparty, hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, and (2) if xxxxicableapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the CounterpartyCounterparty (after the aggregate "significance percentage", then determined absent manifest error, of all derivative instruments provided by Counterparty and any of its affiliates to the SPV is 8.00% or more in respect of Item 1115(b)(1), or 18.00% or more in respect of Item 1115(b)(2)), for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: comply with Regulation AB by, (1) provide providing current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; form (if not incxxxxxated by reference), with the understanding that, unless otherwise instructed in writing by the Counterparty, the Counterparty hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, (2) if applicable, cause causing its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information as required under Item 1115(b) of Regulation AB (in such a manner as complies with Regulation AB) to the related Depositor in an EDGAR-compatible form and if applxxxxxeapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and; (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a TransactionTransaction prior to the related Depositor taking the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act, in accordance with the requirements of Regulation AB, the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty and any affiliated entities providing derivative instruments to the SPV (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible formform (if not incxxxxxated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB; and (B) if applicable, cause its accountants to issue their consent to the filing or the incorporation by reference of such financial statements in the Registration Statement. (b) Following the Closing Date and until the related Depositor takes the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible formform (if not incxxxxxated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, and (2) if xxxxicableapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the Counterparty, then for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: ), (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; form (if not incorporated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, (2) if applicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form and if applxxxxxe, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The the Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a TransactionTransaction (prior to the related Depositor taking the steps necessary to suspend its obligation to file Exchange Act Reports with respect to the SPV under Sections 13 and 15(d) of the Exchange Act, in accordance with the requirements of Regulation AB) the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty and Counterparty, any affiliated entities providing derivative instruments to the SPV and any entities guaranteeing the obligations of the Counterparty or any affiliate entity providing derivative instruments to the SPV (a "Counterparty Guarantor") (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible formform (if not incorporated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB; and (B) if applicable, cause its accountants to issue their consent to the filing or the incorporation by reference of such financial statements in the Registration Statement. (b) Following the Closing Date with respect to a Transaction, and until the related Depositor takes the steps necessary to suspend its obligation to file Exchange Act Reports with respect to the SPV under Sections 13 and 15(d) of the Exchange Act, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible formfoxx (xf not incorporated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, and (2) if xxxxicableapplicable, cause its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the Counterparty, then for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: ), (1) provide current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; form (if not incorporated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, (2) if applicable, cause its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form and if applxxxxxeapplicable, cause its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and; (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a TransactionTransaction prior to the related Depositor taking the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act, in accordance with the requirements of Regulation AB, the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty and any affiliated entities providing derivative instruments to the SPV (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible formform (if not incoxxxxxted by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB; and (B) if applicable, cause its accountants to issue their consent to the filing or the incorporation by reference of such financial statements in the Registration Statement. (b) Following the Closing Date and until the related Depositor takes the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible formform (if not incoxxxxxted by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, and (2) if xxxxicableapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the Counterparty, then for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: ), (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; form (if not incorporated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, (2) if applicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form and if applxxxxxeapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor solely for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimumwhich as of the date of this agreement is agreed to comprise of: (A) The Counterparty's legal name (and any d/b/a)name; (B) the organizational form of the Counterparty; and; (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a Transaction, the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty (or any entity that consolidates the Counterparty) and any affiliated entities providing derivative instruments to the SPV (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGARXXXXX-compatible form; and (B) if applicable, cause its accountants to issue their consent to the filing of such financial statements in the Registration Statement. (b) Following the Closing Date with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGARXXXXX-compatible form, and (2) if xxxxicableapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the CounterpartyCounterparty (after the aggregate "significance percentage", then determined absent manifest error, of all derivative instruments provided by Counterparty and any of its affiliates to the SPV is 8.00% or more in respect of Item 1115(b)(1), or 18.00% or more in respect of Item 1115(b)(2)), for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: ), (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGARXXXXX-compatible form; , (2) if applicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGARXXXXX-compatible form and if applxxxxxeapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the CounterpartyCounterparty (or any Counterparty Guarantor), as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and; (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor (after the aggregate "significance percentage", determined absent manifest error, of all derivative instruments provided by Counterparty and any of its affiliates to the SPV is 8.00% or more in respect of Item 1115(b)(1), or 18.00% or more in respect of Item 1115(b)(2)) for the purpose of compliance with Item 1115(b) with respect to a Transaction, the Counterparty shall: (A) provide the relevant financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB AB, as applicable (as the case may be, as specified by the related Depositor to the Counterparty) either, in the Counterparty's discretion (I) with respect to the Counterparty and (which may comprise all branches of the Counterparty as a consolidated entity), any affiliated entities providing derivative instruments to the SPV and any Counterparty Guarantor (other than an S-X Counterparty Guarantor) (provided the Counterparty Guarantor Condition has been satisfied) or (II) with respect to an S-X Counterparty Guarantor (provided the Counterparty Guarantor Condition has been satisfied) (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible formform (if not incxxxxxated by reference) and, unless otherwise instructed in writing by the Counterparty, hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB; and (B) if applicable, cause its accountants to issue their consent to the filing or the incorporation by reference of such financial statements in the Registration Statement. (b) Following the Closing Date with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible formform (if not incxxxxxated by reference) and, unless otherwise instructed in writing by the Counterparty, hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, and (2) if xxxxicableapplicable, cause its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the CounterpartyCounterparty (after the aggregate "significance percentage", then determined absent manifest error, of all derivative instruments provided by Counterparty and any of its affiliates to the SPV is 8.00% or more in respect of Item 1115(b)(1), or 18.00% or more in respect of Item 1115(b)(2)), for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: comply with Regulation AB by, (1) provide providing current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; form (if not incxxxxxated by reference), with the understanding that, unless otherwise instructed in writing by the Counterparty, the Counterparty hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, (2) if applicable, cause causing its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) as required under Item 1115(b) of Regulation AB (in such a manner as complies with Regulation AB) to the related Depositor in an EDGAR-compatible form and if applxxxxxe, cause its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and; (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a TransactionTransaction prior to the related Depositor taking the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act, in accordance with the requirements of Regulation AB, the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty and any affiliated entities providing derivative instruments to the SPV (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible formform (if not incorporaxxx xy reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB; and (B) if applicable, cause its accountants to issue their consent to the filing or the incorporation by reference of such financial statements in the Registration Statement. (b) Following the Closing Date and until the related Depositor takes the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible formform (if not incorporated by xxxxrence) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, and (2) if xxxxicableapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the Counterparty, then for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: ), (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; form (if not incorporated by xxxxrence) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, (2) if applicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form and if applxxxxxeapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and; (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a TransactionTransaction prior to the related Depositor taking the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act, in accordance with the requirements of Regulation AB, the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty and any affiliated entities providing derivative instruments to the SPV (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible formform (if not incoxxxxxted by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB; and (B) if applicable, cause its accountants to issue their consent to the filing or the incorporation by reference of such financial statements in the Registration Statement. (b) Following the Closing Date and until the related Depositor takes the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible formform (if not incoxxxxxted by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, and (2) if xxxxicableapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the Counterparty, then for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: ), (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; form (if not incoxxxxxted by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, (2) if applicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form and if applxxxxxeapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The the Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a TransactionTransaction (prior to the related Depositor taking the steps necessary to suspend its obligation to file Exchange Act Reports with respect to the SPV under Sections 13 and 15(d) of the Exchange Act, in accordance with the requirements of Regulation AB) the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty and Counterparty, any affiliated entities providing derivative instruments to the SPV and any entities guaranteeing the obligations of the Counterparty or any affiliate entity providing derivative instruments to the SPV (a "Counterparty Guarantor") (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible formform (if not incoxxxxxted by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB; and (B) if applicable, cause its accountants to issue their consent to the filing or the incorporation by reference of such financial statements in the Registration Statement. (b) Following the Closing Date with respect to a Transaction, and until the related Depositor takes the steps necessary to suspend its obligation to file Exchange Act Reports with respect to the SPV under Sections 13 and 15(d) of the Exchange Act, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible formform (if not incorporated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, and (2) if xxxxicableapplicable, cause its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the Counterparty, then for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: ), (1) provide current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; form (if not incoxxxxxted by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, (2) if applicable, cause its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form and if applxxxxxeapplicable, cause its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and; (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a TransactionTransaction prior to the related Depositor taking the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act, in accordance with the requirements of Regulation AB, the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty and any affiliated entities providing derivative instruments to the SPV (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible formform (if not incorporated bx xxxerence) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB; and (B) if applicable, cause its accountants to issue their consent to the filing or the incorporation by reference of such financial statements in the Registration Statement. (b) Following the Closing Date and until the related Depositor takes the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible formform (if not incorporated by refexxxxx) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, and (2) if xxxxicableapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the Counterparty, then for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: ), (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; form (if not incorporated by refexxxxx) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, (2) if applicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form and if applxxxxxeapplicable, cause its accountants xxxxuntants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and (C) a description of the general character of the business of the Counterparty. (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a Transaction, the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty and any affiliated entities providing derivative instruments to the SPV (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible form; and (B) if applicable, cause its accountants to issue their consent to the filing of such financial statements in the Registration Statement. (b) Following the Closing Date with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form, and (2) if xxxxicableapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the Counterparty, then for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, Counterparty shall, upon five Business Days written notice, either: (A) all of the following: (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; (2) if applicableappxxxxxle, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form and if applxxxxxe, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The the Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a TransactionTransaction (prior to the related Depositor taking the steps necessary to suspend its obligation to file Exchange Act Reports with respect to the SPV under Sections 13 and 15(d) of the Exchange Act, in accordance with the requirements of Regulation AB) the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty and Counterparty, any affiliated entities providing derivative instruments to the SPV and any entities guaranteeing the obligations of the Counterparty or any affiliate entity providing derivative instruments to the SPV (a "Counterparty Guarantor") (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible formform (if not incorporated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB; and (B) if applicable, cause its accountants to issue their consent to the filing or the incorporation by reference of such financial statements in the Registration Statement. (b) Following the Closing Date with respect to a Transaction, and until the related Depositor takes the steps necessary to suspend its obligation to file Exchange Act Reports with respect to the SPV under Sections 13 and 15(d) of the Exchange Act, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible formfoxx (xf not incorporated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, and (2) if xxxxicableapplicable, cause its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the Counterparty, then for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: ), (1) provide current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; form (if not incoxxxxxted by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, (2) if applicable, cause its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form and if applxxxxxeapplixxxxx, cause its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the CounterpartyCounterparty (or any Counterparty Guarantor), as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and; (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor (after the aggregate "significance percentage", determined absent manifest error, of all derivative instruments provided by Counterparty and any of its affiliates to the SPV is 8.00% or more in respect of Item 1115(b)(1), or 18.00% or more in respect of Item 1115(b)(2)) for the purpose of compliance with Item 1115(b) with respect to a Transaction, the Counterparty shall: (A) provide the relevant financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB AB, as applicable (as the case may be, as specified by the related Depositor to the Counterparty) either, in the Counterparty's discretion (I) with respect to the Counterparty and (which may comprise all branches of the Counterparty as a consolidated entity), any affiliated entities providing derivative instruments to the SPV and any Counterparty Guarantor (other than an S-X Counterparty Guarantor) (provided the Counterparty Guarantor Condition has been satisfied) or (II) with respect to an S-X Counterparty Guarantor (provided the Counterparty Guarantor Condition has been satisfied) (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible formform (if not incoxxxxxted by reference) and, unless otherwise instructed in writing by the Counterparty, hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB; and (B) if applicable, cause its accountants to issue their consent to the filing or the incorporation by reference of such financial statements in the Registration Statement. (b) Following the Closing Date with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible formxxxx (if not incorporated by reference) and, unless otherwise instructed in writing by the Counterparty, hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, and (2) if xxxxicableapplicable, cause its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the CounterpartyCounterparty (after the aggregate "significance percentage", then determined absent manifest error, of all derivative instruments provided by Counterparty and any of its affiliates to the SPV is 8.00% or more in respect of Item 1115(b)(1), or 18.00% or more in respect of Item 1115(b)(2)), for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: comply with Regulation AB by, (1) provide providing current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; xxxx (if not incorporated by reference), with the understanding that, unless otherwise instructed in writing by the Counterparty, the Counterparty hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, (2) if applicable, cause causing its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) as required under Item 1115(b) of Regulation AB (in such a manner as complies with Regulation AB) to the related Depositor in an EDGAR-compatible form and if applxxxxxeapplixxxxx, cause its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and; (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a TransactionTransaction prior to the related Depositor taking the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act, in accordance with the requirements of Regulation AB, the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty and any affiliated entities providing derivative instruments to the SPV (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible formform (if not incorporated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB; and (B) if applicable, cause its accountants to issue their consent to the filing or the incorporation by reference of such financial statements in the Registration Statement. (b) Following the Closing Date and until the related Depositor takes the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible formform (if not incorporated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, and (2) if xxxxicableapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the Counterparty, then for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: ), (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; form (if not incorxxxxxed by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, (2) if applicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form and if applxxxxxeapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and; (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a TransactionTransaction prior to the related Depositor taking the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act, in accordance with the requirements of Regulation AB, the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty and any affiliated entities providing derivative instruments to the SPV (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible formform (if not incorxxxxxed by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB; and (B) if applicable, cause its accountants to issue their consent to the filing or the incorporation by reference of such financial statements in the Registration Statement. (b) Following the Closing Date and until the related Depositor takes the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible formform (if not incorxxxxxed by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, and (2) if xxxxicableapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the Counterparty, then for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: ), (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; form (if not incorxxxxxed by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, (2) if applicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form and if applxxxxxeapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and; (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a TransactionTransaction prior to the related Depositor taking the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act, in accordance with the requirements of Regulation AB, the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty and any affiliated entities providing derivative instruments to the SPV (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible formform (if not incorporated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB; and (B) if applicable, cause its accountants to issue their consent to the filing or the incorporation by reference of such financial statements in the Registration Statement. (b) Following the Closing Date and until the related Depositor takes the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible formform (if not incoxxxxxted by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, and (2) if xxxxicableapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the Counterparty, then for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: ), (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; form (if not incorporated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, (2) if applicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form and if applxxxxxeapplixxxxx, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and; (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor (after the aggregate "significance percentage", determined absent manifest error, of all derivative instruments provided by Counterparty and any of its affiliates to the SPV is 8.00% or more in respect of Item 1115(b)(1), or 18.00% or more in respect of Item 1115(b)(2)) for the purpose of compliance with Item 1115(b) with respect to a Transaction, the Counterparty shall: (A) provide the relevant financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB AB, as applicable (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty (which may comprise all branches of the Counterparty as a consolidated entity) and any affiliated entities providing derivative instruments to the SPV (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible formform (if not incorporated by reference) and, unless otherwise instructed in writing by the Counterparty, hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB; and (B) if applicable, cause its accountants to issue their consent to the filing or the incorporation by reference of such financial statements in the Registration Statement. (b) Following the Closing Date with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible formform (if not incorporated by reference) and, unless otherwise instructed in writing by the Counterparty, hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, and (2) if xxxxicableapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the CounterpartyCounterparty (after the aggregate "significance percentage", then determined absent manifest error, of all derivative instruments provided by Counterparty and any of its affiliates to the SPV is 8.00% or more in respect of Item 1115(b)(1), or 18.00% or more in respect of Item 1115(b)(2)), for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: comply with Regulation AB by, (1) provide providing current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; form (if not incxxxxxated by reference), with the understanding that, unless otherwise instructed in writing by the Counterparty, the Counterparty hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, (2) if applicable, cause causing its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information as required under Item 1115(b) of Regulation AB (in such a manner as complies with Regulation AB) to the related Depositor in an EDGAR-compatible form and if applxxxxxeapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and (C) a description of the general character of the business of the Counterparty. (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a Transaction, the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty and any affiliated entities providing derivative instruments to the SPV (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible form; and (B) if applicable, cause xxxxe its accountants to issue their consent to the filing of such financial statements in the Registration Statement. (b) Following the Closing Date with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form, and (2) if xxxxicableapplicable, cause its caxxx xts accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the Counterparty, then for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, Counterparty shall, upon five Business Days written notice, either: (A) all of the following: (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; (2) if applicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form and if applxxxxxeapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.

Information to be Provided by the Counterparty. (a) Prior to printing the related Prospectus Supplement, (i) the Counterparty shall provide to the related Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the related Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum: (A) The Counterparty's legal name (and any d/b/a); (B) the organizational form of the Counterparty; and; (C) a description of the general character of the business of the Counterparty.; (ii) if requested by the related Depositor for the purpose of compliance with Item 1115(b) with respect to a TransactionTransaction prior to the related Depositor taking the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act, in accordance with the requirements of Regulation AB, the Counterparty shall: (A) provide the financial data required by Item 1115(b)(1) or (b)(2) of Regulation AB (as the case may be, as specified by the related Depositor to the Counterparty) with respect to the Counterparty and any affiliated entities providing derivative instruments to the SPV (the "Company Financial Information"), in a form appropriate for use in the Prospectus Supplement and in an EDGAR-compatible formform (if not incxxxxxated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB; and (B) if applicable, cause its accountants to issue their consent to the filing or the incorporation by reference of such financial statements in the Registration Statement. (b) Following the Closing Date and until the related Depositor takes the steps necessary to suspend its obligation to file Exchange Act Reports, with respect to the SPV, under Sections 13 and 15(d) of the Exchange Act with respect to a Transaction, (i) if the Counterparty provided Company Financial Information to the related Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible formform (if not incxxxxxated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, and (2) if xxxxicableapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; and (ii) if the related Depositor requests Company Financial Information from the Counterparty, then for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date, the Counterparty shall, shall upon five Business Days written notice, either: notice either (A) all of the following: ), (1) provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form; form (if not incorporated by reference) and hereby authorizes the related Depositor to incorporate by reference the financial data required by Item 1115(b)(2) of Regulation AB, (2) if applicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information as required under Item 1115(b) of Regulation AB to the related Depositor in an EDGAR-compatible form and if applxxxxxeapplicable, cause its accountants to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV; SPV or (B) assign the Derivative Agreement as provided below; or (C) if permissible under Regulation AB (which determination shall be made by IndyMac Bank in its sole discretion), deliver collateral to the SPV under the Credit Support Annex related to the relevant Master Agreement in type and amount to the extent necessary, in IndyMac Bank's sole discretion, to assure compliance with Item 1115 of Regulation AB.