efc8-0027_ex101.htm


    
      Exhibit
        10.1

       

      
        	
                DATE:

              	
                December
                  27, 2007 

              


      

       

      
        	
                TO:

              	
                Deutsche
                  Bank National Trust Company, not in its individual or corporate
                  capacity
                  but solely as Supplemental Interest Trustee on behalf of the Supplemental
                  Interest Trust in respect of IndyMac INDA Mortgage Loan Trust
                  2007-AR9

              


      

      
      

      
        	ATTENTION: 	
                Jennifer
                  Hermansader 

              
	
                TELEPHONE:

              	
                (714)
                  247-6258 

              


      

      
        	
                FACSIMILE:

              	
                (714)
                  656-2626 

              


      

       

      
        	FROM: 	Deutsche
                Bank AG, New York Branch 
	ATTENTION:   	New
                York Derivatives Documentation 
	
                TELEPHONE:

              	
                (212)
                  250-9425 

              


      

      
        	
                FACSIMILE:

              	
                (212)
                  797-0779 

              
	E-MAIL: 	NYderivative.documentation@db.com 


      

      
        	
                SUBJECT:

              	
                Class
                  A-1 Interest Rate Swap 

              
	REFERENCE
                NUMBER:  	N736115N 


      

                                                                       

       

      The
        purpose of this long-form confirmation (“Long-form
        Confirmation”) is to confirm
        the terms and
        conditions of the current Transaction entered into on the Trade Date specified
        below (the “Transaction”) between
        Deutsche Bank AG, New York Branch  (“Party
        A”)
and Deutsche Bank National Trust Company, not in its individual or
        corporate capacity but solely as Supplemental Interest Trustee on behalf
        of the
        Supplemental Interest Trust in respect of IndyMac INDA Mortgage Loan Trust
        2007-AR9 (“Party B”)
        created under the Pooling and Servicing Agreement, dated as of December 1,
        2007
        among Deutsche Bank National Trust Company (as “Trustee” and “Supplemental
        Interest
        Trustee”), IndyMac Bank, F.S.B, and IndyMac MBS, Inc. (as “Depositor”) (the
“PSA”).  This
        Long-form Confirmation evidences a complete and binding agreement between
        you
        and us to enter into the Transaction on the terms set forth below and replaces
        any previous agreement between us with respect to the subject matter
        hereof.  Item 2 of this Long-form Confirmation constitutes a “Confirmation” as referred to
        in the ISDA Master Agreement (defined below); Item 3 of this Long-form
        Confirmation constitutes a “Schedule” as referred to
        in
        the ISDA Master Agreement; and Annex A hereto constitutes Paragraph 13 of
        a
        Credit Support Annex to the Schedule.

       

      
        	
                Item
                  1.

              	
                The
                  Confirmation set forth at Item 2 hereof shall supplement, form
                  a part of,
                  and be subject to an agreement in the form of the ISDA Master Agreement
                  (Multicurrency - Cross Border) as published and copyrighted in
                  1992 by the
                  International Swaps and Derivatives Association, Inc. (the “ISDA Master
                  Agreement”), as if Party A and Party B had executed an agreement in
                  such form on the date hereof, with a Schedule as set forth in Item
                  3 of
                  this Long-form Confirmation, and an ISDA Credit Support Annex (Bilateral
                  Form - ISDA Agreements Subject to New York Law Only version) as
                  published
                  and copyrighted in 1994 by the International Swaps and Derivatives
                  Association, Inc., with Paragraph 13 thereof as set forth in Annex
                  A
                  hereto (the “Credit
                  Support Annex”). For the avoidance of doubt, the Transaction
                  described herein shall be the sole Transaction governed by such
                  ISDA
                  Master Agreement. 

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        2
        of 27

       

       

      
        	
                Item
                  2.

              	
                The
                  terms of the particular Transaction to which this Confirmation
                  relates are
                  as follows: 

              


      

      
         

        
          	
                   

                	
                  
                    Type
                      of Transaction:

                  

                	
                  Interest
                    Rate Swap 

                


        

      

       

      
        	
                 

              	
                Notional
                  Amount:

              	
                With
                  respect to any Calculation Period, the Class Certificate Balance
                  of the
                  Class A-1 Certificates immediately prior to the related Distribution
                  Date
                  which occurs in the calendar month of the Distribution Date for
                  such
                  Calculation Period (determined for this purpose without regard
                  to any
                  adjustment of the Floating Rate Payer I Payment Date, Floating
                  Rate Payer
                  II Payment Date or Distribution Date relating to business days).
                  

              


      

       

      
        	
                 

              	
                The
                  CUSIP no. of the Class A-1 Certificates is: 45670WAA1.
                  

              


      

      


      
        	
                 

              	
                The
                  Class Certificate Balance of the Class A-1 Certificates shall be
                  published
                  on the monthly statement to certificateholders on the internet
                  website
                  https://tss.sfs.db.com/investpublic. If such report does not appear
                  on the
                  internet website referenced above, the Class Certificate Balance
                  of the
                  Class A-1 Certificates can be obtained by contacting the Supplemental
                  Interest Trustee’s customer relations desk at (800) 735-7777.
                  

              


      

       

      
        	
                 

              	
                Trade
                  Date:

              	
                November
                  30, 2007 

              


      

       

      
        	
                 

              	
                Effective
                  Date:

              	
                December
                  27, 2007 

              


      

       

      
        	
                 

              	
                Termination
                  Date:

              	
                February
                  25, 2038, subject to adjustment in accordance with the Business
                  Day
                  Convention; provided, however, that for the purpose of determining
                  the
                  final Floating Rate II Payer Period End Date, Termination Date
                  shall be
                  subject to No Adjustment. 

              


      

       

      
        
          	
                   

                	
                  Floating
                    Amounts:

                	
                   

                


        

      

       

      
        	
                 

              	
                Floating
                  Rate I Payer:

              	
                Party
                  A 

              


      

       

      
        
          	
                   

                	
                  Floating
                    Rate I Payer

                	
                   

                
	 	
                  Period
                    End Dates: 

                	The
                  25th
                  calendar day of each month during the Term of this Transaction,
                  commencing
                  January 25, 2008, and ending on the Termination Date, subject to
                  adjustment in accordance with the Business Day
                  Convention. 


        

      

       

      
         

        
          	
                   

                	
                  Floating
                    Rate Payer I

                	
                   

                


        

      

      
      

      
        	
                 

              	
                Payment
                  Dates:

              	
                The
                  25th
                  calendar day of each month during the Term of this Transaction,
                  commencing
                  January 25, 2008, and ending on the Termination Date, subject to
                  adjustment in accordance with the Business Day Convention.
                  

              


      

       

      
        	
                 

              	
                Floating
                  Rate I Option:

              	
                USD-LIBOR-BBA
                  

              


      

       

      
        	
                 

              	
                Designated
                  Maturity:

              	
                One
                  Month 

              


      

       

      
        	
                 

              	
                Floating
                  Rate I Amount:

              	
                To
                  be determined in accordance with the following formula:
                  

              


      

       

      
        	
                 

              	
                (Floating
                  Rate I Option + Floating Rate I Spread) * Notional Amount * Floating
                  Rate
                  Day I Count Fraction 

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        3
        of 27

       

       

      
        	
                 

              	
                Floating
                  Rate Spread:

              	
                Prior
                  to the first date on which an Optional Termination is permitted
                  to occur
                  under the PSA, 0.70% and, thereafter 1.40%


              


      

       

      
        	
              	
                Floating
                  Rate I Day

              	
                 

              


      

      
        	
                 

              	
                Count
                  Fraction:

              	
                Actual/360
                  

              


      

      


      
        	
                 

              	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation Period.


              


      

       

      
        	
                 

              	
                Floating
                  Amounts II: 

              


      

       

      
        	
                 

              	
                Floating
                  Rate II Payer:

              	
                Party
                  B 

              


      

       

      
        	
              	
                Floating
                  Rate II Payer

              	
                 

              


      

      
        	
                 

              	
                Period
                  End Dates:

              	
                The
                  1st
                  calendar day of each month during the Term of this Transaction,
                  commencing
                  January 1, 2008, and ending on the Termination Date, with No Adjustment.
                  

              


      

       

      
        	
                 

              	
                Floating
                  Rate II Payer 

              


      

      
        	
                 

              	
                Payment
                  Dates:

              	
                The
                  25th
                  calendar day of each month during the Term of this Transaction,
                  commencing
                  January 25, 2008, and ending on the Termination Date, subject to
                  adjustment in accordance with the Business Day Convention.
                  

              


      

       

      
        	
                 

              	
                Floating
                  Rate II:

              	
                The
                  weighted average of the Weighted Average Adjusted Net Mortgage
                  Rate of the
                  Group 1 Mortgage Loans, the Weighted Average Adjusted Net Mortgage
                  Rate of
                  the Group 2 Mortgage Loans and the Weighted Average Adjusted Net
                  Mortgage
                  Rate of the Group 3 Mortgage Loans (weighted among the Group 1
                  Mortgage
                  Loans, the Group 2 Mortgage Loans and the Group 3 Mortgage Loans
                  on the
                  basis of the respective Stated Principal Balances of the Mortgage
                  Loans in
                  each such loan group as of the first day of the related Due Period
                  (after
                  giving effect to principal prepayments received in the Prepayment
                  Period
                  ending during that Due Period)), applied as set forth under "Floating
                  Rate
                  II Amount" below. 

              


      

       

      Party
        B
        shall use commercially reasonable efforts to provide to the Calculation Agent
        the Weighted Average Adjusted Net Mortgage Rate of the Group 1 Mortgage Loans,
        the Weighted Average Adjusted Net Mortgage Rate of the Group 2 Mortgage Loans
        and the Weighted Average Adjusted Net Mortgage Rate of the Group 3 Mortgage
        Loans at least 2 Business Days prior to each Floating Rate II Payer Payment
        Date
        and shall, in any case, provide such calculations to the Calculation Agent
        promptly upon receipt thereof.   Party B's responsibility for
        providing the above information is limited to the availability, timeliness
        and
        accuracy of information obtained from the Servicer.

       

      
        	
                 

              	
                Floating
                  Rate II Amount:

              	
                To
                  be determined in accordance with the following formula:
                  

              


      

       

      
        	
                 

              	
                the
                  excess of 

              


      

       

      (i)  the
        product of:

       

      (a)  Floating
        Rate II Day Count Fraction

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        4
        of 27

       

       

      *

       

      (b)  Floating
        Rate II

       

      *

       

      (c)  Notional
        Amount

       

      over

       

      (ii)  any
        Net Interest Shortfalls allocated to the Class A-1 Certificates under the
        PSA
        with respect to the related Distribution Date

       

      
        	
                 

              	
                Floating
                  Rate Day 

              


      

      
        	
                 

              	
                Count
                  Fraction:

              	
                30/360
                  

              


      

       

      
        	
                 

              	
                Compounding:

              	
                Inapplicable
                  

              


      

       

      
        	
                 

              	
                Business
                  Days:

              	
                New
                  York 

              


      

       

      
        	
                 

              	
                Business
                  Day Convention:

              	
                Following
                  

              


      

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        5 of 27

      
 

       

      
        	
                Item
                  3.

              	
                Provisions
                  Deemed Incorporated in a Schedule to the ISDA Master Agreement:
                  

              


      

       

      
        	
                Part
                  1.

              	
                Termination
                  Provisions.

              


         

      

      For
        the
        purposes of this Agreement:-

       

      
        	
                (a)

              	
                “Specified
                  Entity” will
                  not apply to Party A or Party B for any purpose.
                  

              


      

       

      
        	
                (b)

              	
                “Specified
                  Transaction”
                  will have the meaning specified in Section 14.


              


      

       

      
        	
                (c)

              	
                Events
                  of
                  Default.

              


      

       

      The
        statement below that an Event of Default will apply to a specific party means
        that upon the occurrence of such an Event of Default with respect to such
        party,
        the other party shall have the rights of a Non-defaulting Party under Section
        6
        of this Agreement; conversely, the statement below that such event will not
        apply to a specific party means that the other party shall not have such
        rights.

       

      
        	
                 

              	
                (i)

              	
                The
                  “Failure to Pay
                  or
                  Deliver” provisions of Section 5(a)(i) will apply to Party A and
                  will apply to Party B; provided, however, that  Section 5(a)(i)
                  is hereby amended by replacing the word “third” with the word “first”;
                  provided, further, that notwithstanding anything to the contrary
                  in
                  Section 5(a)(i), any failure by Party A to comply with or perform
                  any
                  obligation to be complied with or performed by Party A under the
                  Credit
                  Support Annex shall not constitute an Event of Default under Section
                  5(a)(i) unless a Moody’s Second Trigger Downgrade Event has occurred and
                  is continuing and at least 30 Local Business Days have elapsed
                  since such
                  Moody’s Second Trigger Downgrade Event first occurred.
                  

              


      

       

      
        	
                 

              	
                (ii)

              	
                The
                  “Breach of
                  Agreement” provisions of Section 5(a)(ii) will apply to Party A and
                  will not apply to Party B. 

              


      

       

      
        	
                 

              	
                (iii)

              	
                The
                  “Credit Support
                  Default” provisions of Section 5(a)(iii) will apply to Party A and
                  will not apply to Party B except that Section 5(a)(iii)(1) will
                  apply to
                  Party B solely in respect of Party B’s obligations under Paragraph 3(b);
                  provided, however, that notwithstanding anything to the contrary
                  in
                  Section 5(a)(iii)(1), any failure by Party A to comply with or
                  perform any
                  obligation to be complied with or performed by Party A under the
                  Credit
                  Support Annex shall not constitute an Event of Default under Section
                  5(a)(iii) unless a Moody’s Second Trigger Downgrade Event has occurred and
                  is continuing and at least 30 Local Business Days have elapsed
                  since such
                  Moody’s Second Trigger Downgrade Event first occurred.
                  

              


      

       

      
        	
                 

              	
                (iv)

              	
                The
                  “Misrepresentation”
                  provisions of Section 5(a)(iv) will apply to Party A and will not
                  apply to
                  Party B. 

              


      

       

      
        	
                 

              	
                (v)

              	
                The
                  “Default under
                  Specified
                  Transaction” provisions of Section 5(a)(v) will apply to Party A
                  and will not apply to Party B. 

              


      

       

      
        	
                 

              	
                (vi)

              	
                The
                  “Cross Default”
                  provisions of Section 5(a)(vi) will apply to Party A and will not
                  apply to
                  Party B, provided, however, that, notwithstanding the foregoing,
                  an Event
                  of Default shall not occur under either Section 5(a)(vi)(1) or
                  Section
                  5(a)(vi)(2) if (A) (I) the default, or other similar event or condition
                  referred to in Section 5(a)(vi)(1) or the failure to pay referred
                  to in
                  Section 5(a)(vi)(2) is a failure to pay or deliver caused by an
                  error or
                  omission of an administrative or operational nature, and (II) funds
                  or the
                  asset to be delivered were available to such party to enable it
                  to make
                  the relevant payment or delivery when due and (III) such payment
                  or
                  delivery is made within three (3) Local Business Days following
                  receipt of
                  written notice from an interested party of such failure to pay,
                  or (B)
                  such party was precluded from paying, or was unable to pay, using
                  reasonable means, through the office of the party through which
                  it was
                  acting for purposes of the relevant Specified Indebtedness, by
                  reason of
                  force majeure, act of State, illegality or impossibility.  For
                  purposes of Section 5(a)(vi), solely with respect to Party A:
                  

              


      

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        Page
          6 of
          27

         

         

        
          
          

        

      

      
        	
                 

              	
                (vii)

              	
                “Specified
                  Indebtedness” will have the meaning specified in Section 14 ,except that
                  such term shall not include obligations in respect of deposits
                  received in
                  the ordinary course of Party A’s banking business.
                  

              


      

       

      “Threshold
        Amount” means with respect to Party A an amount equal to three percent (3%) of
        the shareholders’ equity of Party A or, if applicable, a guarantor under an
        Eligible Guarantee with credit ratings at least equal to the S&P Required
        Ratings Threshold and the Moody’s Second Trigger Ratings Threshold (as shown in
        the most recent annual audited financial statements of such entity determined
        in
        accordance with generally accepted accounting principles).

       

      
        	
                 

              	
                (viii)

              	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii) will apply to Party A and will
                  apply to
                  Party B; provided, however, that, for purposes of applying Section
                  5(a)(vii) to Party B: (A) Section 5(a)(vii)(2) shall not apply,
                  (B)
                  Section 5(a)(vii)(3) shall not apply to any assignment, arrangement
                  or
                  composition that is effected by or pursuant to the PSA, (C) Section
                  5(a)(vii)(4) shall not apply to a proceeding instituted, or a petition
                  presented, by Party A or any of its Affiliates (for purposes of
                  Section
                  5(a)(vii)(4), Affiliate shall have the meaning set forth in Section
                  14,
                  notwithstanding anything to the contrary in this Agreement), (D)
                  Section
                  5(a)(vii)(6) shall not apply to any appointment that is effected
                  by or
                  pursuant to the PSA, or any appointment to which Party B has not
                  yet
                  become subject; (E) Section 5(a)(vii) (7) shall not apply; (F)
                  Section
                  5(a)(vii)(8) shall apply only to the extent of any event which
                  has an
                  effect analogous to any of the events specified in clauses (1),
                  (3), (4),
                  (5) or (6) of Section 5(a)(vii), in each case as modified in this
                  Part
                  1(c)(vii), and (G) Section 5(a)(vii)(9) shall not apply.
                  

              


      

       

      
        	
                 

              	
                (ix)

              	
                The
                  “Merger Without
                  Assumption” provisions of Section 5(a)(viii) will apply to Party A
                  and will  not apply to Party B.


              


      

       

      
        	
                (d)

              	
                Termination
                  Events.

              


      

       

      The
        statement below that a Termination Event will apply to a specific party means
        that upon the occurrence of such a Termination Event, if such specific party
        is
        the Affected Party with respect to a Tax Event, the Burdened Party with respect
        to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
        with respect to a Credit Event Upon Merger, as the case may be, such specific
        party shall have the right to designate an Early Termination Date in accordance
        with Section 6 of this Agreement; conversely, the statement below that such
        an
        event will not apply to a specific party means that such party shall not
        have
        such right; provided, however, with respect to “Illegality” the statement that
        such event will apply to a specific party means that upon the occurrence
        of such
        a Termination Event with respect to such party, either party shall have the
        right to designate an Early Termination Date in accordance with Section 6
        of
        this Agreement.

       

      
        	
                 

              	
                (i)

              	
                The
                  “Illegality”
                  provisions of Section 5(b)(i) will apply to Party A and will apply
                  to
                  Party B. 

              


      

       

      
        	
                 

              	
                (ii)

              	
                The
                  “Tax Event”
                  provisions of Section 5(b)(ii) will apply to Party A except
                  that,
                  for purposes of the application of Section 5(b)(ii) to Party A,
                  Section
                  5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                  a taxing authority, or brought in a court of competent jurisdiction,
                  on or
                  after the date on which a Transaction is entered into (regardless
                  of
                  whether such action is taken or brought with respect to a party
                  to this
                  Agreement) or (y)”, and the “Tax Event” provisions
                  of Section 5(b)(ii) will apply to Party B.


              


      

       

      
        	
                 

              	
                (iii)

              	
                The
                  “Tax Event Upon
                  Merger” provisions of Section 5(b)(iii) will apply to Party A and
                  will apply to Party B, provided that Party A shall not be entitled
                  to
                  designate an Early Termination Date by reason of a Tax Event upon
                  Merger
                  in respect of which it is the Affected Party.


              


      

       

      
        	
                 

              	
                (iv)

              	
                The
                  “Credit Event
                  Upon
                  Merger” provisions of Section 5(b)(iv) will not apply to Party A
                  and will not apply to Party B. 

              


      

       

      
        	
                (e)

              	
                The
                  “Automatic Early
                  Termination” provision of Section 6(a) will not apply to Party A
                  and will not apply to Party B. 

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        7
        of 27

       

       

      
        	
                (f)

              	
                Payments
                  on Early
                  Termination.  For the purpose of Section 6(e) of this
                  Agreement: 

              


      

       

      
        	
                 

              	
                (i)

              	
                Market
                  Quotation will apply, provided, however, that, notwithstanding
                  anything to
                  the contrary in this Agreement, if an Early Termination Date has
                  been
                  designated as a result of a Derivative Provider Trigger Event,
                  the
                  following provisions will apply: 

              


      

       

      
        	
                 

              	
                (A)

              	
                The
                  definition of Market Quotation in Section 14 shall be deleted in
                  its
                  entirety and replaced with the following:


              


      

       

      “Market
        Quotation” means, with respect to one or more Terminated Transactions, a
        Firm Offer which is (1) made by an Eligible Replacement, (2) for an amount
        that
        would be paid to Party B (expressed as a negative number) or by Party B
        (expressed as a positive number) in consideration of an agreement between
        Party
        B and such Eligible Replacement to enter into a Replacement Transaction,
        and (3)
        made on the basis that Unpaid Amounts in respect of the Terminated Transaction
        or group of Transactions are to be excluded but, without limitation, any
        payment
        or delivery that would, but for the relevant Early Termination Date, have
        been
        required (assuming satisfaction of each applicable condition precedent) after
        that Early Termination Date is to be included.

       

      
        	
                 

              	
                (B)

              	
                The
                  definition of Settlement Amount shall be deleted in its entirety
                  and
                  replaced with the following: 

              


      

       

      “Settlement
        Amount” means, with respect to any Early Termination Date, an amount (as
        determined by Party B) equal to:

       

      
        	
                 

              	
                (a)

              	
                if,
                  on or prior to such Early Termination Date, a Market Quotation
                  for the
                  relevant Terminated Transaction or group of Terminated Transactions
                  is
                  accepted by Party B so as to become legally binding, the Termination
                  Currency Equivalent of the amount (whether positive or negative)
                  of such
                  Market Quotation; 

              


      

       

      
        	
                 

              	
                (b)

              	
                if,
                  on such Early Termination Date, no Market Quotation for the relevant
                  Terminated Transaction or group of Terminated Transactions has
                  been
                  accepted by Party B so as to become legally binding and one or
                  more Market
                  Quotations from Approved Replacements have been communicated to
                  Party B
                  and remain capable of becoming legally binding upon acceptance
                  by Party B,
                  the Termination Currency Equivalent of the amount (whether positive
                  or
                  negative) of the lowest of such Market Quotations (for the avoidance
                  of
                  doubt, (I) a Market Quotation expressed as a negative number is
                  lower than
                  a Market Quotation expressed as a positive number and (II) the
                  lower of
                  two Market Quotations expressed as negative numbers is the one
                  with the
                  largest absolute value); or 

              


      

       

      
        	
                 

              	
                (c)

              	
                if,
                  on such Early Termination Date, no Market Quotation for the relevant
                  Terminated Transaction or group of Terminated Transactions is accepted
                  by
                  Party B so as to become legally binding and no Market Quotation
                  from an
                  Approved Replacement has been communicated to Party B and remains
                  capable
                  of becoming legally binding upon acceptance by Party B, Party B’s Loss
                  (whether positive or negative and without reference to any Unpaid
                  Amounts)
                  for the relevant Terminated Transaction or group of Terminated
                  Transactions.” 

              


      

       

      
        	
                 

              	
                (C)

              	
                If
                  Party B requests Party A in writing to obtain Market Quotations,
                  Party A
                  shall use its reasonable efforts to do so before the Early Termination
                  Date. 

              


      

       

      
        	
                 

              	
                (D)

              	
                If
                  the Settlement Amount is a negative number, Section 6(e)(i)(3)
                  shall be
                  deleted in its entirety and replaced with the following:
                  

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        8 of
        27

       

      “(3)
        Second Method and Market
        Quotation. If the Second Method and Market Quotation apply, (I) Party B
        shall pay to Party A an amount equal to the absolute value of the Settlement
        Amount in respect of the Terminated Transactions, (II) Party B shall pay
        to
        Party A the Termination Currency Equivalent of the Unpaid Amounts owing to
        Party
        A and (III) Party A shall pay to Party B the Termination Currency Equivalent
        of
        the Unpaid Amounts owing to Party B; provided, however, that (x) the amounts
        payable under the immediately preceding clauses (II) and (III) shall be subject
        to netting in accordance with Section 2(c) of this Agreement and (y)
        notwithstanding any other provision of this Agreement, any amount payable
        by
        Party A under the immediately preceding clause (III) shall not be netted
        against
        any amount payable by Party B under the immediately preceding clause
        (I).”

       

      
        	
                 

              	
                (E)

              	
                At
                  any time on or before the Early Termination Date at which two or
                  more
                  Market Quotations from Approved Replacements have been communicated
                  to
                  Party B and remain capable of becoming legally binding upon acceptance
                  by
                  Party B, Party B shall be entitled to accept only the lowest of
                  such
                  Market Quotations (for the avoidance of doubt, (I) a Market Quotation
                  expressed as a negative number is lower than a Market Quotation
                  expressed
                  as a positive number and (II) the lower of two Market Quotations
                  expressed
                  as negative numbers is the one with the largest absolute value).
                  

              


      

       

      
        	
                 

              	
                (F)

              	
                Party
                  B shall determine based on information provided by an entity that
                  qualifies as a Reference Market-maker whether or not a Firm Offer
                  satisfies clause (B)(y) of the definition of Replacement Transaction
                  and
                  whether or not a proposed transfer satisfies clause (e)(B)(y) of
                  the
                  definition of Permitted Transfer. 

              


      

       

      
        	
                 

              	
                (ii)

              	
                The
                  Second Method will apply. 

              


      

       

      
        	
                (g)

              	
                “Termination
                  Currency”
                  means USD. 

              


      

       

      
        	
                (h)

              	
                Additional
                  Termination
                  Events.  Additional Termination Events will apply as
                  provided in Part 5(c). 

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        Page 9
          of
          27

         

      

       

      Part
        2.   Tax
        Matters.

       

      
        	
                (a)

              	
                Tax
                  Representations.

              


      

       

      
        	
                 

              	
                (i)

              	
                Payer
                  Representations.  For the purpose of Section 3(e) of this
                  Agreement: 

              


      

       

      
        	
                 

              	
                (A)

              	
                Party
                  A makes the following representation(s):


              


      

       

      It
        is not
        required by any applicable law, as modified by the practice of any relevant
        governmental revenue authority, of any Relevant Jurisdiction to make any
        deduction or withholding for or on account of any Tax from any payment (other
        than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
        be made
        by it to the other party under this Agreement.  In making this
        representation, it may rely on: the accuracy of any representations made
        by the
        other party pursuant to Section 3(f) of this Agreement; (ii) the satisfaction
        of
        the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement
        and
        the accuracy and effectiveness of any document provided by the other party
        pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the
        satisfaction of the agreement of the other party contained in Section 4(d)
        of
        this Agreement, provided that it shall not be a breach of this representation
        where reliance is placed on clause (ii) and the other party does not deliver
        a
        form or document under Section 4(a)(iii) by reason of material prejudice
        to its
        legal or commercial position.

       

      
        	
                 

              	
                (B)

              	
                Party
                  B makes the following representation(s):


              


      

       

      None.

       

      
        	
                 

              	
                (ii)

              	
                Payee
                  Representations.  For the purpose of Section 3(f) of this
                  Agreement: 

              


      

       

      
        	
                 

              	
                (A)

              	
                Party
                  A makes the following representation(s):


              


      

       

      It
        is a
“foreign person” within the meaning of the applicable U.S. Treasury Regulations
        concerning information reporting and backup withholding tax (as in effect
        on
        January 1, 2001), unless Party A provides written notice to Party B that
        it is
        no longer a foreign person. In respect of any Transaction it enters into
        through
        an office or discretionary agent in the United States or which otherwise
        is
        allocated for United States federal income tax purposes to such United States
        trade or business, each payment received or to be received by it under such
        Transaction will be effectively connected with its conduct of a trade or
        business in the United States.

      


       

      
        	
                 

              	
                (B)

              	
                Party
                  B makes the following representation(s):


              


      

       

      None.

       

      
        	
                (b)

              	
                Tax
                  Provisions.

              


      

       

      
        	
                 

              	
                (i)

              	
                Gross
                  Up.  Section 2(d)(i)(4) shall not apply to Party B as X,
                  and Section 2(d)(ii) shall not apply to Party B as Y, in each case
                  such
                  that Party B shall not be required to pay any additional amounts
                  referred
                  to therein. 

              


      

       

      
        	
                 

              	
                (ii)

              	
                Indemnifiable
                  Tax.  The definition of “Indemnifiable Tax” in Section 14
                  is deleted in its entirety and replaced with the following:
                  

              


      

       

      “Indemnifiable
        Tax” means, in relation to payments by Party A, any Tax and, in relation
        to payments by Party B, no Tax.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        Page 10
          of
          27

         

      

      Part
        3.   Agreement
        to Deliver Documents.

       

      
        	
                (a)

              	
                For
                  the purpose of Section 4(a)(i), tax forms, documents, or certificates
                  to
                  be delivered are: 

              


      

       

      
        	
                Party
                  required to deliver document

                
                

              	
                Form/Document/

                Certificate

                
                

              	
                Date
                  by which to

                be
                  delivered

                
                

              
	
                Party
                  A

                
                

              	
                An
                  original properly completed and executed United States Internal
                  Revenue
                  Service Form W-8ECI or other applicable
                  form (or
                  any successor thereto) together with appropriate attachments, with
                  respect
                  to any payments received or to be received by Party A that eliminates
                  U.S.
                  federal withholding and backup withholding Tax on payments to Party
                  A
                  under this Agreement.

                
                

              	
                (i)
                  upon execution of this Agreement, (ii) on or before the first payment
                  date
                  under this Agreement, including any Credit Support Document, (iii)
                  promptly upon the reasonable demand by Party B, (iv) prior to the
                  expiration or obsolescence of any previously delivered form, and
                  (v)
                  promptly upon the information on any such previously delivered
                  form
                  becoming inaccurate or incorrect.

                
                

              
	
                Party
                  B

                
                

              	
                (i)
                  Upon execution of this Agreement, an original properly completed
                  and
                  executed United States Internal Revenue Service Form W-9 (or any
                  successor
                  thereto) with respect to any payments received or to be received
                  by the
                  initial beneficial owner of payments to Party B under this Agreement,
                  and
                  (ii) thereafter,  the appropriate tax certification form (i.e.,
                  IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable
                  (or any successor form thereto)) with respect to any payments received
                  or
                  to be received by the beneficial owner of payments to Party B under
                  this
                  Agreement from time to time.

                
                

              	
                (i)
                  upon execution of this Agreement, (ii) on or before the first payment
                  date
                  under this Agreement, including any Credit Support Document, (iii)
                  in the
                  case of a tax certification form other than a Form W-9, before
                  December 31
                  of each third succeeding calendar year, (iv) promptly upon the
                  reasonable
                  demand by Party A, (v) prior to the expiration or obsolescence
                  of any
                  previously delivered form, and (vi) promptly upon obtaining actual
                  knowledge that the information on any such previously delivered
                  form
                  becoming inaccurate or incorrect.

                
                

              


      

      
        	
                 

              	
                 

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        11
        of 27

       

       

      (b)     
        For
        the purpose of Section 4(a)(ii), other documents to be delivered
        are:

       

      
        	
                Party
                  required to deliver document

                
                

              	
                Form/Document/

                Certificate

                
                

              	
                Date
                  by which to

                be
                  delivered

                
                

              	
                Covered
                  by Section 3(d) Representation

                
                

              
	
                Party
                  A and

                Party
                  B

                
                

              	
                Any
                  documents required by the receiving party to evidence the authority
                  of the
                  delivering party or its Credit Support Provider, if any, for it
                  to execute
                  and deliver the Agreement, each Confirmation, and any Credit Support
                  Documents to which it is a party, and to evidence the authority
                  of the
                  delivering party or its Credit Support Provider to perform its
                  obligations
                  under the Agreement, each Confirmation and any Credit Support Document,
                  as
                  the case may be

                
                

              	
                Upon
                  the execution and delivery of this Agreement

                
                

              	
                Yes

                
                

              
	
                Party
                  A and

                Party
                  B

                
                

              	
                A
                  certificate of an authorized officer of the party, as to the incumbency
                  and authority of the respective officers of the party signing the
                  Agreement, each  Confirmation, and any relevant Credit Support
                  Document, as the case may be

                
                

              	
                Upon
                  the execution and delivery of this Agreement

                
                

              	
                Yes

                
                

              
	
                Party
                  A

                
                

              	
                Annual
                  Report of Party A containing consolidated financial statements
                  certified
                  by independent certified public accountants and prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

                
                

              	
                Promptly
                  upon becoming publicly available

                
                

              	
                Yes

                
                

              
	
                Party
                  A

                
                

              	
                Quarterly
                  Financial Statements of Party A containing unaudited, consolidated
                  financial statements of Party A’s fiscal quarter prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

                
                

              	
                Promptly
                  upon becoming publicly available

                
                

              	
                Yes

                
                

              
	
                Party
                  A

                
                

              	
                An
                  opinion of counsel to Party A reasonably acceptable to Party
                  B.

                
                

              	
                Upon
                  the execution and delivery of this Agreement

                
                

              	
                No

                
                

              
	
                Party
                  B

                
                

              	
                An
                  executed copy of the PSA and the other material deal documents
                  related to
                  this Transaction.

                
                

              	
                Within
                  30 days after the date of this Agreement

                
                

              	
                No

                
                

              


      

      Part
        4.    Miscellaneous.

       

      
        	
                (a)

              	
                Address
                  for
                  Notices:  For the purposes of Section 12(a) of this
                  Agreement: 

              


      

       

      Address
        for notices or communications to Party A:

       

      Any
        notice to Party A relating to a particular Transaction shall be delivered
        to the
        address or facsimile number specified in the Confirmation of such
        Transaction.  Any notice delivered for purposes of Sections 5 and 6
        (other than notices under Section 5(a)(i) with respect to Party A) of this
        Agreement shall be delivered to the following address:

      


       

                     
        Address:               
Deutsche Bank AG, Head Office

      Taunusanlage
        12

      60262
        Frankfurt

      GERMANY

      Attention:              Legal
        Department

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        Page 12
          of
          27

      

       

      Facsimile:               0049
        69 910 36097

      


       (For
        all purposes)

       

      Address
        for notices or communications to Party B:

       

      Address:                Deutsche
        Bank National Trust Company

                     
        1761 East St. Andrew Place

                     
        Santa Ana, CA 92705

      Attention:             Trust
        Administration – IN07D9

      Facsimile:              
        (714) 656-2626

      Phone:                   
        (714) 247-6258

      


       (For
        all purposes)

       

      
        	
                (b)

              	
                Process
                  Agent.  For the purpose of Section 13(c):
                  

              


      

       

      Party
        A
        appoints as its Process Agent: Not applicable

       

      Party
        B
        appoints as its Process Agent:  Not applicable.

       

      
        	
                (c)

              	
                Offices.  The
                  provisions of Section 10(a) will apply to this Agreement; neither
                  Party A
                  nor Party B has any Offices other than as set forth in the Notices
                  Section
                  and Party A agrees that, for purposes of Section 6(b) of this Agreement,
                  it shall not in the future have any Office other than one in the
                  United
                  States. 

              


      

       

      
        	
                (d)

              	
                Multibranch
                  Party.  For the purpose of Section 10(c) of this
                  Agreement: 

              


      

       

      Party
        A
        is not a Multibranch Party.

       

      Party
        B
        is not a Multibranch Party.

       

      
        	
                (e)

              	
                Calculation
                  Agent.  The Calculation Agent is Party A; provided,
                  however, that if an Event of Default shall have occurred and is
                  continuing
                  with respect to Party A, Party B shall have the right to appoint
                  as
                  Calculation Agent a financial institution which would qualify as
                  a
                  Reference Market-maker, reasonably acceptable to Party A, the cost
                  for
                  which shall be borne by Party A. 

              


      

       

      
        	
                (f)

              	
                Credit
                  Support
                  Document.

              


      

       

      
        	
                 

              	
                Party
                  A:

              	
                The
                  Credit Support Annex, and any guarantee in support of Party A’s
                  obligations under this Agreement. 

              


      

       

      
        	
                 

              	
                Party
                  B:

              	
                The
                  Credit Support Annex, solely in respect of Party B’s obligations under
                  Paragraph 3(b) of the Credit Support Annex.


              


      

       

      
        	
                (g)

              	
                Credit
                  Support
                  Provider.

              


      

       

      
        	
                 

              	
                Party
                  A:

              	
                The
                  guarantor under any guarantee in support of Party A’s obligations under
                  this Agreement. 

              


      

       

      
        	
                 

              	
                Party
                  B:

              	
                None.
                  

              


      

       

      
        	
                (h)

              	
                Governing
                  Law.  The parties to this Agreement hereby agree that the
                  law of the State of New York shall govern their rights and duties
                  in whole
                  (including any claim or controversy arising out of or relating
                  to this
                  Agreement), without regard to the conflict of law provisions thereof
                  other
                  than New York General Obligations Law Sections 5-1401 and 5-1402.
                  

              


      

       

      
        	
                (i)

              	
                Netting
                  of
                  Payments.  Subparagraph (ii) of Section 2(c) will apply
                  to each Transaction hereunder. 

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        13
        of 27

       

       

      
        	
                (j)

              	
                Affiliate.  “Affiliate”
                  shall have the meaning assigned thereto in Section 14; provided,
                  however,
                  that Party B shall be deemed to have no Affiliates for purposes
                  of this
                  Agreement, including for purposes of Section 6(b)(ii).
                  

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        14
        of 27

       

      Part
        5.   Other
        Provisions.

       

      
        	
                (a)

              	
                Definitions.
Unless
                  otherwise specified in a Confirmation, this Agreement and each
                  Transaction
                  under this Agreement are subject to the 2000 ISDA Definitions as
                  published
                  and copyrighted in 2000 by the International Swaps and Derivatives
                  Association, Inc. (the “Definitions”), and
                  will
                  be governed in all relevant respects by the provisions set forth
                  in the
                  Definitions, without regard to any amendment to the Definitions
                  subsequent
                  to the date hereof.  The provisions of the Definitions are
                  hereby incorporated by reference in and shall be deemed a part
                  of this
                  Agreement, except that (i) references in the Definitions to a “Swap
                  Transaction” shall be deemed references to a “Transaction” for purposes of
                  this Agreement, and (ii) references to a “Transaction” in this Agreement
                  shall be deemed references to a “Swap Transaction” for purposes of the
                  Definitions. Each term capitalized but not defined in this Agreement
                  shall
                  have the meaning assigned thereto in the PSA.

              


      

       

      Each
        reference herein to a “Section” (unless specifically referencing the PSA) or to
        a “Section” “of this Agreement” will be construed as a reference to a Section of
        the ISDA Master Agreement; each herein reference to a “Part” will be construed
        as a reference to the Schedule to the ISDA Master Agreement; each reference
        herein to a “Paragraph” will be construed as a reference to a Paragraph of the
        Credit Support Annex.

       

      
        	
                (b)

              	
                Amendments
                  to ISDA Master
                  Agreement.

              


      

       

      
        	
                 

              	
                (i)

              	
                Single
                  Agreement.  Section 1(c) is hereby amended by the adding
                  the words “including, for the avoidance of doubt, the Credit Support
                  Annex”  after the words “Master Agreement”.
                  

              


      

       

      
        	
                 

              	
                (ii)

              	
                Conditions
                  Precedent.

              	
                Section
                  2(a)(iii) is hereby amended by adding the following at the end
                  thereof:
                  

              


      

       

      Notwithstanding
        anything to the contrary in Section 2(a)(iii)(1), if an Event of Default
        with
        respect to Party B or Potential Event of Default with respect to Party B
        has
        occurred and been continuing for more than 30 Local Business Days and no
        Early
        Termination Date in respect of the Affected Transactions has occurred or
        been
        effectively designated by Party A, the obligations of Party A under Section
        2(a)(i) shall cease to be subject to the condition precedent set forth in
        Section 2(a)(iii)(1) with respect to such specific occurrence of such Event
        of
        Default or such Potential Event of Default (the “Specific Event”); provided,
        however, for the avoidance of doubt, the obligations of Party A under Section
        2(a)(i) shall be subject to the condition precedent set forth in Section
        2(a)(iii)(1) (subject to the foregoing) with respect to any subsequent
        occurrence of the same Event of Default with respect to Party B or Potential
        Event of Default with respect to Party B after the Specific Event has ceased
        to
        be continuing and with respect to any occurrence of any other Event of Default
        with respect to Party B or Potential Event of Default with respect to Party
        B
        that occurs subsequent to the Specific Event.

       

      
        	
                 

              	
                (iii)

              	
                Change
                  of
                  Account.  Section 2(b) is hereby amended by the addition
                  of the following after the word “delivery” in the first line
                  thereof:  “to another account in the same legal and tax
                  jurisdiction as the original account”.


              


      

       

      
        	
                 

              	
                (iv)

              	
                Representations.  Section
                  3 is hereby amended by adding at the end thereof the following
                  subsection
                  (g): 

              


      

       

      “(g)           
        Relationship Between Parties.

       

      
        	
                 

              	
                (1)

              	
                Nonreliance.
                  (i) Deutsche Bank AG, New York Bank is acting for its own account
                  and with
                  respect to Party B, Deutsche Bank National Trust Company, is executing
                  as
                  Supplemental Interest Trustee on behalf of the Supplemental Interest
                  Trust
                  in respect of IndyMac INDA Mortgage Loan Trust 2007-AR9, (ii) It
                  is not
                  relying on any statement or representation of the other party (whether
                  written or oral) regarding any Transaction hereunder, other than
                  the
                  representations expressly made in this Agreement or the Confirmation
                  in
                  respect of that Transaction and (iii) it has consulted with its
                  own legal,
                  regulatory, tax, business,  

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        15
        of 27

       

      
         

        
          	
                   

                	
                   

                	
                  investment,
                    financial and accounting advisors to the extent it has deemed
                    necessary,
                    and it has made its own investment, hedging and trading decisions
                    based
                    upon its own judgment and upon any advice from such advisors
                    as it has
                    deemed necessary and not upon any view expressed by the other
                    party.
                    

                


        

         

      

      
        	
                 

              	
                (2)

              	
                Evaluation
                  and Understanding. (i) It has the capacity to evaluate (internally
                  or
                  through independent professional advice) each Transaction and has
                  made its
                  own decision to enter into the Transaction and (ii) it understands
                  the
                  terms, conditions and risks of the Transaction and is willing and
                  able to
                  accept those terms and conditions and to assume those risks, financially
                  and otherwise. 

              


      

       

      
        	
                 

              	
                (3)

              	
                Purpose.
                  It is entering into the Transaction for the purposes of managing
                  its
                  borrowings or investments, hedging its underlying assets or liabilities
                  or
                  in connection with a line of business.


              


      

       

      
        	
                 

              	
                (4)

              	
                Status
                  of Parties. The other party is not acting as an agent, fiduciary
                  or
                  advisor for it in respect of the Transaction.


              


      

       

      
        	
                 

              	
                (5)

              	
                Eligible
                  Contract Participant. It is an “eligible swap participant” as such term is
                  defined in, Section 35.1(b)(2) of the regulations (17 C.F.R. 35)
                  promulgated under, and an “eligible contract participant” as defined in
                  Section 1(a)(12) of the Commodity Exchange Act, as amended.”
                  

              


      

       

      
        	
                 

              	
                (v)

              	
                Transfer
                  to Avoid Termination
                  Event.  Section 6(b)(ii) is hereby amended (i) by
                  deleting the words “or if a Tax Event Upon Merger occurs and the Burdened
                  Party is the Affected Party,” and the words “, which consent will not be
                  withheld if such other party’s policies in effect at such time would
                  permit it to enter into transactions with the transferee on the
                  terms
                  proposed” and (ii) by deleting the words “to transfer” and inserting the
                  words “to effect a Permitted Transfer” in lieu thereof.
                  

              


      

       

      
        	
                 

              	
                (vi)

              	
                Jurisdiction.
Section
                  13(b) is hereby amended by: (i) deleting in the second line of
                  subparagraph (i) thereof the word “non-”, (ii) deleting “; and” from the
                  end of subparagraph (i) and inserting “.” in lieu thereof, and (iii)
                  deleting the final paragraph thereof.


              


      

       

      
        	
                (c)

              	
                Additional
                  Termination
                  Events.  The following Additional Termination Events will
                  apply: 

              


      

       

      
        	
                 

              	
                (i)

              	
                Failure
                  to Post
                  Collateral.  If Party A has failed to comply with or
                  perform any obligation to be complied with or performed by Party
                  A in
                  accordance with the Credit Support Annex and such failure has not
                  given
                  rise to an Event of Default under Section 5(a)(i) or Section 5(a)(iii),
                  then an Additional Termination Event shall have occurred with respect
                  to
                  Party A and Party A shall be the sole Affected Party with respect
                  to such
                  Additional Termination Event. 

              


      

       

      
        	
                 

              	
                (ii)

              	
                Second
                  Rating Trigger
                  Replacement.  The occurrence of any event described in
                  this Part 5(c)(ii) shall constitute an Additional Termination Event
                  with
                  respect to Party A and Party A shall be the sole Affected Party
                  with
                  respect to such Additional Termination Event.


              


      

       

      
        	
                 

              	
                (A)

              	
                A
                  Moody’s Second Trigger Downgrade Event has occurred and is continuing
                  and
                  at least 30 Local Business Days have elapsed since such Moody’s Second
                  Trigger Downgrade Event first occurred, and at least one Eligible
                  Replacement has made a Firm Offer that would, assuming the occurrence
                  of
                  an Early Termination Date, qualify as a Market Quotation (on the
                  basis
                  that Part 1(f)(i)(A) applies) and which remains capable of becoming
                  legally binding upon acceptance. 

              


      

       

      
        	
                 

              	
                (B)

              	
                An
                  S&P Required Ratings Downgrade Event has occurred and is continuing
                  and at least 60 calendar days have elapsed since such S&P Required
                  Ratings Downgrade Event first occurred.


              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        16
        of 27

       

       

      
        	
                 

              	
                (iii)

              	
                Amendment
                  of
                  PSA.  If, without the prior written consent of Party A
                  where such consent is required under the PSA (such consent not
                  to be
                  unreasonably withheld, conditioned or delayed), an amendment is
                  made to
                  the PSA which amendment could reasonably be expected to have a
                  material
                  adverse effect on the interests of Party A(excluding, for the avoidance
                  of
                  doubt, any amendment to the PSA that is entered into solely for
                  the
                  purpose of appointing a successor servicer,
                  trustee or
                  other service provider) under this
                  Agreement,
                  an Additional Termination Event shall have occurred with respect
                  to Party
                  B and Party B shall be the sole Affected Party with respect to
                  such
                  Additional Termination Event 

              


      

       

      
        	
                 

              	
                (iv)

              	
                Reserved.
                  

              


      

       

      
        	
                 

              	
                (v)

              	
                Optional
                  Termination of
                  Securitization.  An Additional Termination Event shall
                  occur upon the notice to Certificateholders of an optional purchase
                  of the
                  Mortgage Loans and REO Properties by the Servicer pursuant to Section
                  9.01(a) of the PSA (an “Optional Termination”)
                  becoming unrescindable in accordance with Article 9 of the PSA
                  (such
                  notice, the “Optional
                  Termination Notice”).  With respect to such Additional
                  Termination Event: (A) Party B shall be the sole Affected Party;
                  (B)
                  notwithstanding anything to the contrary in Section 6(b)(iv) or
                  Section
                  6(c)(i), the final Distribution Date specified in the Optional
                  Termination
                  Notice is hereby designated as the Early Termination Date for this
                  Additional Termination Event in respect of all Affected Transactions;
                  (C)
                  Section 2(a)(iii)(2) shall not be applicable to any Affected Transaction
                  in connection with the Early Termination Date resulting from this
                  Additional Termination Event; notwithstanding anything to the contrary
                  in
                  Section 6(c)(ii), payments and deliveries under Section 2(a)(i)
                  or Section
                  2(e) in respect of the Terminated Transactions resulting from this
                  Additional Termination Event will be required to be made through
                  and
                  including the Early Termination Date designated as a result of
                  this
                  Additional Termination Event; provided, for the avoidance of doubt,
                  that
                  any such payments or deliveries that are made on or prior to such
                  Early
                  Termination Date will not be treated as Unpaid Amounts in determining
                  the
                  amount payable in respect of such Early Termination Date; (D)
                  notwithstanding anything to the contrary in Section 6(d)(i), (I)
                  if, no
                  later than 4:00 pm New York City time on the day that is four Business
                  Days prior to the final Distribution Date specified in the Optional
                  Termination Notice, the Servicer requests the amount of the Estimated
                  Swap
                  Termination Payment, Party A shall provide to the Servicer in writing
                  (which may be done in electronic format) the amount of the Estimated
                  Swap
                  Termination Payment no later than 2:00 pm New York City time on
                  the
                  following Business Day and (II) if the Servicer provides written
                  notice
                  (which may be done in electronic format) to Party A no later than
                  two
                  Business Days prior to the final Distribution Date specified in
                  the
                  Optional Termination Notice that all requirements of the Optional
                  Termination have been met, then Party A shall, no later than one
                  Business
                  Day prior to the final Distribution Date specified in the Optional
                  Termination Notice, make the calculations contemplated by Section
                  6(e) (as
                  amended herein) and provide to the Servicer in writing (which may
                  be done
                  in electronic format) the amount payable by either Party B or Party
                  A in
                  respect of the related Early Termination Date in connection with
                  this
                  Additional Termination Event; provided, however, that the amount
                  payable
                  by Party B, if any, in respect of the related Early Termination
                  Date shall
                  be the lesser of (x) the amount calculated to be due from Party
                  B pursuant
                  to Section 6(e) and (y) the Estimated Swap Termination Payment;
                  and (E)
                  notwithstanding anything to the contrary in this Agreement, any
                  amount due
                  from Party B to Party A in respect of this Additional Termination
                  Event
                  will be payable on the final Distribution Date specified in the
                  Optional
                  Termination Notice and any amount due from Party A to Party B in
                  respect
                  of this Additional Termination Event will be payable one Business
                  Day
                  prior to the final Distribution Date specified in the Optional
                  Termination
                  Notice.  The
                  Servicer shall be an express third party beneficiary of this Agreement
                  as
                  if a party hereto to the extent of the Servicer’s rights specified herein.
                  

              


      

       

      
        	
                (d)

              	
                Required
                  Ratings Downgrade
                  Event.  If a Required Ratings Downgrade Event has
                  occurred and is continuing, then Party A shall, at its own expense,
                  use
                  commercially reasonable efforts to, as soon as reasonably practicable,
                  either (A) effect a Permitted Transfer or (B) procure an Eligible
                  Guarantee by a guarantor with credit ratings at least equal to
                  the Moody’s
                  Second Trigger Ratings Threshold and the S&P Required Ratings
                  Threshold. 

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        17
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                (e)

              	
                Party
                  A and Party B hereby agree that the terms of the Item 1115 Agreement,
                  dated as of May 30, 2006 (the “Item 1115 Agreement”), among Party A,
                  IndyMac Bank, F.S.B., IndyMac MBS, Inc., and IndyMac ABS, Inc.
                  shall be
                  incorporated by reference into this Agreement and Party B shall
                  be an
                  express third party beneficiary of the Item 1115 Agreement. A copy
                  of the
                  Item 1115 Agreement is annexed hereto at Annex B.
                  

              


      

       

      
        	
                (f)

              	
                Transfers.

              


      

       

      
        	
                 

              	
                (i)

              	
                Section
                  7 is hereby amended to read in its entirety as follows:
                  

              


      

       

      “Neither
        this Agreement nor any interest or obligation in or under this Agreement
        may be
        transferred (whether by way of security or otherwise) by either party unless
        (a)
        the prior written consent of the other party is obtained and (b) the Rating
        Agency Condition has been satisfied with respect to S&P, except
        that:

       

      
        	
                 

              	
                (a)

              	
                Party
                  A may make a Permitted Transfer (1) pursuant to Section 6(b)(ii)
                  (2)
                  pursuant to a consolidation or amalgamation with, or merger with
                  or into,
                  or transfer of all or substantially all its assets to, another
                  entity (but
                  without prejudice to any other right or remedy under this Agreement),
                  or
                  (3) at any time at which no Relevant Entity has credit ratings
                  at least
                  equal to the Approved Ratings Threshold;


              


      

       

      
        	
                 

              	
                (b)

              	
                Party
                  B may transfer its rights and obligations hereunder:
                  

              


      

       

      (1)
        in
        connection with a transfer pursuant to Section 8.09 of the PSA.

       

      
        	
                 

              	
                (c)

              	
                a
                  party may make such a transfer of all or any part of its interest
                  in any
                  amount payable to it from a Defaulting Party under Section 6(e).
                  

              


      

       

      Any
        purported transfer that is not in compliance with this Section will be
        void.”

       

      
        	
                 

              	
                (ii)

              	
                If
                  an Eligible Replacement has made a Firm Offer (which remains an
                  offer that
                  will become legally binding upon acceptance by Party B) to be the
                  transferee pursuant to a Permitted Transfer, Party B shall, at
                  Party A’s
                  written request and at Party A’s expense, execute such documentation
                  provided to it as reasonably determined necessary by Party A to
                  effect
                  such transfer. 

              


      

       

      
        	
                (g)

              	
                Non-Recourse.  Party
                  A acknowledges and agrees that, notwithstanding any provision in
                  this
                  Agreement to the contrary, the obligations of Party B hereunder
                  are
                  limited recourse obligations of Party B, payable solely from the
                  trust
                  fund created pursuant to the PSA (the “Trust Fund”) and the proceeds
                  thereof, in accordance with the priority of payments and other
                  terms of
                  the PSA and that Party A will not have any recourse to any of the
                  directors, officers, agents, employees, shareholders or affiliates
                  of the
                  Party B with respect to any claims, losses, damages, liabilities,
                  indemnities or other obligations in connection with any transactions
                  contemplated hereby. In the event that the Trust Fund and the proceeds
                  thereof should be insufficient to satisfy all claims outstanding
                  and
                  following the realization thereof in accordance with the PSA, any
                  claims
                  against or obligations of Party B under the ISDA Master Agreement
                  or any
                  other confirmation thereunder still outstanding shall be extinguished
                  and
                  thereafter not revive.  The Supplemental Interest Trustee shall
                  not have liability for any failure or delay in making a payment
                  hereunder
                  to Party A due to any failure or delay in receiving amounts forming
                  part
                  of the Trust Fund. This provision will survive the termination
                  of this
                  Agreement. 

              


      

       

      
        	
                (h)

              	
                Timing
                  ofPayments
                  by Party B upon Early
                  Termination.  Notwithstanding anything to the contrary in
                  Section 6(d)(ii), to the extent that all or a portion (in either
                  case, the
                  “Unfunded Amount”) of any amount that is calculated as being due in
                  respect of any Early Termination Date under Section 6(e) from Party
                  B to
                  Party A will be paid by Party B from amounts other than any upfront
                  payment paid to Party B by an Eligible Replacement that has entered
                  into a
                  Replacement Transaction with Party B, then such Unfunded Amount
                  shall be
                  due on the next subsequent Distribution Date following the date
                  on which
                  the payment would have been payable as determined in accordance
                  with
                  Section 6(d)(ii), and on any subsequent Distribution Dates until
                  paid in
                  full (or if such Early Termination Date is the final Distribution
                  Date, on
                  such final Distribution Date); provided, however, that if the date
                  on
                  which the payment would have been payable as determined in
                  

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        18
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                  accordance
                    with Section 6(d)(ii) is a Distribution Date, such payment will
                    be payable
                    on such Distribution Date. 

                


        

         

      

      
        	
                (i)

              	
                Rating
                  Agency
                  Notifications.  Notwithstanding any other provision of
                  this Agreement, no Early Termination Date shall be effectively
                  designated
                  hereunder by Party B and no transfer of any rights or obligations
                  under
                  this Agreement shall be made by either party unless each Rating
                  Agency has
                  been provided prior written notice of such designation or transfer.
                  

              


      

       

      
        	
                (j)

              	
                No
                  Set-off.  Except as expressly provided for in Section
                  2(c), Section 6 or Part 1(f)(i)(D) hereof, and notwithstanding
                  any other
                  provision of this Agreement or any other existing or future agreement,
                  each party irrevocably waives any and all rights it may have to
                  set off,
                  net, recoup or otherwise withhold or suspend or condition payment
                  or
                  performance of any obligation between it and the other party hereunder
                  against any obligation between it and the other party under any
                  other
                  agreements.  Section 6(e) shall be amended by deleting the
                  following sentence: “The amount, if any, payable in respect of an Early
                  Termination Date and determined pursuant to this Section will be
                  subject
                  to any Set-off.”. 

              


      

       

      
        	
                (k)

              	
                Amendment.  Notwithstanding
                  any provision to the contrary in this Agreement, no amendment of
                  either
                  this Agreement or any Transaction under this Agreement shall be
                  permitted
                  by either party unless each of the Rating Agencies has been provided
                  prior
                  written notice of the same and the Rating Agency Condition is satisfied
                  with respect to S&P. 

              


      

       

      
        	
                (l)

              	
                Notice
                  of Certain Events or
                  Circumstances.  Each Party agrees, upon learning of the
                  occurrence or existence of any event or condition that constitutes
                  (or
                  that with the giving of notice or passage of time or both would
                  constitute) an Event of Default or Termination Event with respect
                  to such
                  party, promptly to give the other Party and to each Rating Agency
                  notice
                  of such event or condition; provided that failure to provide notice
                  of
                  such event or condition pursuant to this Part 5(l) shall not constitute
                  an
                  Event of Default or a Termination Event.


              


      

       

      
        	
                (m)

              	
                Proceedings.  No
                  Relevant Entity shall institute against, or cause any other person
                  to
                  institute against, or join any other person in instituting against
                  Party B
                  or the trust formed pursuant to the PSA, in any bankruptcy,
                  reorganization, arrangement, insolvency or liquidation proceedings
                  or
                  other proceedings under any federal or state bankruptcy or similar
                  law for
                  a period of one year (or, if longer, the applicable preference
                  period) and
                  one day following payment in full of the Certificates.  This
                  provision will survive the termination of this Agreement.
                  

              


      

       

      
        	
                (n)

              	
                Supplemental
                  Interest Trustee
                  Liability Limitations.  It is expressly understood and
                  agreed by the parties hereto that (a) this Agreement is executed
                  and
                  delivered by Deutsche Bank National Trust Company (“DBNTC”) not in its
                  individual capacity, but solely as Supplemental Interest Trustee
                  under the
                  PSA in the exercise of the powers and authority conferred and vested
                  in it
                  thereunder; (b) DBNTC has been directed pursuant to the PSA to
                  enter into
                  this Agreement and to perform its obligations hereunder; (c) each
                  of the
                  representations, warranties, covenants, undertakings and agreements
                  herein
                  made on behalf of the Supplemental Interest Trust is made and intended
                  not
                  as a personal representation of the Supplemental Interest Trustee
                  but is
                  made and intended for the purpose of binding only the Supplemental
                  Interest Trust; and (d) nothing herein contained shall be construed
                  as
                  creating any liability on DBNTC, individually or personally, to
                  perform
                  any covenant either expressed or implied contained herein (including,
                  for
                  the avoidance of doubt, any liability, individually or personally,
                  for any
                  failure or delay in making a payment hereunder to Party A due to
                  any
                  failure or delay in receiving amounts held in the account held
                  by the
                  Supplemental Interest Trust created pursuant to the PSA or any
                  inability
                  to provide any correct withholding certificate from a Certificateholder
                  provided to the Supplemental Interest Trustee), all such liability,
                  if
                  any, being expressly waived by the parties who are signatories
                  to this
                  Agreement and by any person claiming by, through or under such
                  parties and
                  (e) under no circumstances shall DBNTC in its individual capacity
                  be
                  personally liable for the payment of any indemnity, indebtedness,
                  fees or
                  expenses of the Supplemental Interest Trust or any payments hereunder
                  or
                  for the breach or failure of any obligation, representation, warranty
                  or
                  covenant made or undertaken under this Agreement or any other related
                  documents, as to all of which recourse shall be had solely to the
                  Trust
                  Fund in accordance with the terms of the PSA.


              


      

       

      
        	
                (o)

              	
                Severability.  If
                  any term, provision, covenant, or condition of this Agreement,
                  or the
                  application thereof to any party or circumstance, shall be held
                  to be
                  invalid or unenforceable (in whole or in part) in any respect, 
                  

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        19
        of 27

       

      
         

        
          	
                   

                	
                  the
                    remaining terms, provisions, covenants, and conditions hereof
                    shall
                    continue in full force and effect as if this Agreement had been
                    executed
                    with the invalid or unenforceable portion eliminated, so long
                    as this
                    Agreement as so modified continues to express, without material
                    change,
                    the original intentions of the parties as to the subject matter
                    of this
                    Agreement and the deletion of such portion of this Agreement
                    will not
                    substantially impair the respective benefits or expectations
                    of the
                    parties; provided, however, that this severability provision
                    shall not be
                    applicable if any provision of Section 2, 5, 6, or 13 (or any
                    definition
                    or provision in Section 14 to the extent it relates to, or is
                    used in or
                    in connection with any such Section) shall be so held to be invalid
                    or
                    unenforceable. 

                


        

         

      

      The
        parties shall endeavor to engage in good faith negotiations to replace any
        invalid or unenforceable term, provision, covenant or condition with a valid
        or
        enforceable term, provision, covenant or condition, the economic effect of
        which
        comes as close as possible to that of the invalid or unenforceable term,
        provision, covenant or condition.

       

      
        	
                (p)

              	
                Agent
                  for Party
                  B.  Party A acknowledges the appointment of the
                  Supplemental Interest Trustee under PSA to carry out certain functions
                  on
                  behalf of Party B, and that the Supplemental Interest Trustee shall
                  be
                  entitled to give notices and to perform and satisfy the obligations
                  of
                  Party B hereunder on behalf of Party B.


              


      

       

      
        	
                (q)

              	
                Reserved.
                  

              


      

       

      
        	
                (r)

              	
                Consent
                  to
                  Recording.  Each party hereto consents to the monitoring
                  or recording, at any time and from time to time, by the other party
                  of any
                  and all communications between trading, marketing, and operations
                  personnel of the parties and their Affiliates, waives any further
                  notice
                  of such monitoring or recording, and agrees to notify such personnel
                  of
                  such monitoring or recording.  Each party agrees to provide such
                  recording to the other party upon reasonable request.
                  

              


      

       

      
        	
                (s)

              	
                Waiver
                  of Jury
                  Trial.  Each party waives any right it may have to a
                  trial by jury in respect of any suit, action or proceeding relating
                  to
                  this Agreement or any Credit Support Document.


              


      

       

      
        	
                (t)

              	
                Form
                  of ISDA Master
                  Agreement.  Party A and Party B hereby agree that the
                  text of the body of the ISDA Master Agreement is intended to be
                  the
                  printed form of the ISDA Master Agreement (Multicurrency – Crossborder) as
                  published and copyrighted in 1992 by the International Swaps and
                  Derivatives Association, Inc. 

              


      

       

      
        	
                (u)

              	
                Payment
                  Instructions.  Party A hereby agrees that, unless
                  notified in writing by Party B of other payment instructions, any
                  and all
                  amounts payable by Party A to Party B under this Agreement shall
                  be paid
                  to the account specified in Item 4 of this Long-form Confirmation,
                  below.
                  

              


      

       

      
        	
                (v)

              	
                Additional
                  representations. 

              


      

       

      
        	
                 

              	
                (i)

              	
                Representations
                  of Party
                  A.  Party A represents to Party B on the date on which
                  Party A enters into each Transaction that:--


              


      

       

      
        	
                 

              	
                (1)

              	
                Party
                  A’s obligations under this Agreement rank pari passu with all of
                  Party A’s
                  other unsecured, unsubordinated obligations except those obligations
                  preferred by operation of law. 

              


      

       

      
        	
                 

              	
                (2)

              	
                Party
                  A is a bank subject to the requirements of 12 U.S.C. § 1823(e), its
                  execution, delivery and performance of this Agreement (including
                  the
                  Credit Support Annex and each Confirmation) have been approved
                  by its
                  board of directors or its loan committee, such approval is reflected
                  in
                  the minutes of said board of directors or loan committee, and this
                  Agreement (including the Credit Support Annex and each Confirmation)
                  will
                  be maintained as one of its official records continuously from
                  the time of
                  its execution (or in the case of any Confirmation, continuously
                  until such
                  time as the relevant Transaction matures and the obligations therefore
                  are
                  satisfied in full). 

              


      

       

      
        	
                 

              	
                (ii)

              	
                Capacity.  Party
                  A represents to Party B on the date on which Party A enters into
                  each
                  Transaction that it is entering into the Agreement and the Transaction
                  as
                  principal and not as agent of any 


              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        20
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                  person.  The
                    Supplemental Interest Trustee represents to Party A on the date
                    on which
                    the Supplemental Interest Trustee executes this Agreement that
                    it is
                    executing the Agreement not in its individual capacity, but solely
                    as
                    Supplemental Interest Trustee under the PSA.


                


        

         

      

      
        	
                (w)

              	
                Acknowledgements.

              


      

       

      
        	
                 

              	
                (i)

              	
                Substantial
                  financial
                  transactions.  Each party hereto is hereby advised and
                  acknowledges as of the date hereof that the other party has engaged
                  in (or
                  refrained from engaging in) substantial financial transactions
                  and has
                  taken (or refrained from taking) other material actions in reliance
                  upon
                  the entry by the parties into the Transaction being entered into
                  on the
                  terms and conditions set forth herein and in the PSA relating to
                  such
                  Transaction, as applicable. This paragraph shall be deemed repeated
                  on the
                  trade date of each Transaction. 

              


      

       

      
        	
                 

              	
                (ii)

              	
                Bankruptcy
                  Code.  Subject to Part 5(m), without limiting the
                  applicability if any, of any other provision of the U.S. Bankruptcy
                  Code
                  as amended (the “Bankruptcy Code”) (including without limitation Sections
                  362, 546, 556, and 560 thereof and the applicable definitions in
                  Section
                  101 thereof), the parties acknowledge and agree that all Transactions
                  entered into hereunder will constitute “forward contracts” or “swap
                  agreements” as defined in Section 101 of the Bankruptcy Code or “commodity
                  contracts” as defined in Section 761 of the Bankruptcy Code, that the
                  rights of the parties under Section 6 of this Agreement will constitute
                  contractual rights to liquidate Transactions, that any margin or
                  collateral provided under any margin, collateral, security, pledge,
                  or
                  similar agreement related hereto will constitute a “margin payment” as
                  defined in Section 101 of the Bankruptcy Code, and that the parties
                  are
                  entities entitled to the rights under, and protections afforded
                  by,
                  Sections 362, 546, 556, and 560 of the Bankruptcy Code.
                  

              


      

       

      
        	
                (x)

              	
                Reserved.
                  

              


      

       

      
        	
                (y)

              	
                Reserved.
                  

              


      

       

      
        	
                (z)

              	
                Additional
                  Definitions.

              


      

       

      As
        used
        in this Agreement, the following terms shall have the meanings set forth
        below,
        unless the context clearly requires otherwise:

       

      “Approved
        Ratings
        Threshold” means each of the Moody’s First Trigger Ratings Threshold and
        the S&P Approved Ratings Threshold.

       

      “Approved
        Replacement” means, with respect to a Market Quotation, an entity making
        such Market Quotation, which entity would satisfy conditions (a), (b), (c)
        and
        (d) of the definition of Permitted Transfer if such entity were a Transferee,
        as
        defined in the definition of Permitted Transfer.

       

       “Derivative
        Provider Trigger Event” means (i) an Event of Default with respect to
        which Party A is a Defaulting Party, (ii) a Termination Event with respect
        to
        which Party A is the sole Affected Party or (iii) an Additional Termination
        Event with respect to which Party A is the sole Affected Party.

       

      “Eligible
        Guarantee” means an unconditional and irrevocable guarantee of all
        present and future obligations of Party A under this Agreement (or, solely
        for
        purposes of the definition of Eligible Replacement, all present and future
        obligations of such Eligible Replacement under this Agreement or its
        replacement, as applicable) which is provided by a guarantor as principal
        debtor
        rather than surety and which is directly enforceable by Party B (together
        with a
        legal opinion from a law firm confirming the enforceability of the guarantee)
        the form and substance of which guarantee and legal opinion are subject to
        the
        Rating Agency Condition with respect to S&P, and either (A) a law firm has
        given a legal opinion confirming that none of the guarantor’s payments to Party
        B under such guarantee will be subject to deduction or Tax collected by
        withholding and such opinion has been delivered to Moody’s, or (B) such
        guarantee provides that, in the event that any of such guarantor’s payments to
        Party B are subject to deduction or Tax collected by withholding, such guarantor
        is required to pay such additional amount as is necessary to ensure that
        the net
        amount actually received by Party B (free and clear of any Tax collected
        by
        withholding) will equal the full amount Party B would have received had no
        such
        deduction or withholding been required, or (C) in the event that any


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        21
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      payment
        under such guarantee is made net of deduction
        or withholding for Tax, Party A is required, under Section 2(a)(i), to make
        such
        additional payment as is necessary to ensure that the net amount actually
        received by Party B from the guarantor will equal the full amount Party B
        would
        have received had no such deduction or withholding been required.

       

      “Eligible
        Replacement” means an entity (A) that lawfully could perform the
        obligations owing to Party B under this Agreement (or its replacement, as
        applicable), and (B) (I) (x) which has a long-term unsecured and unsubordinated
        debt rating from S&P of at least “AA-”  and, if it has a
        short-term unsecured and unsubordinated debt rating from S&P, such
        short-term rating is at least equal to the threshold set forth in the definition
        of S&P Required Ratings Threshold or (y) all present and future obligations
        of which entity owing to Party B under this Agreement (or its replacement,
        as
        applicable) are guaranteed pursuant to an Eligible Guarantee provided by
        a
        guarantor which has a long-term unsecured and unsubordinated debt rating
        from
        S&P of at least “AA-”  and, if it has a short-term unsecured and
        unsubordinated debt rating from S&P, such short-term rating is at least
        equal to the threshold set forth in the definition of S&P Required Ratings
        Threshold, in either case if S&P is a Rating Agency, and (II)(x) which has a
        long-term unsecured and unsubordinated debt rating from Moody’s of at least
“Aa3” and a short-term unsecured and unsubordinated debt rating from Moody’s of
“Prime-1” or (y) all present and future obligations of which entity owing to
        Party B under this Agreement (or its replacement, as applicable) are guaranteed
        pursuant to an Eligible Guarantee provided by a guarantor with a long-term
        unsecured and unsubordinated debt rating from Moody’s of at least “Aa3” and a
        short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
        in either case if Moody’s is a Rating Agency.  All credit ratings
        described in this definition of Eligible Replacement shall be provided to
        Party
        B in writing if requested by Party B.

       

       “Estimated
        Swap Termination Payment” means, with respect to an Early Termination
        Date, an amount determined by Party A in good faith and in a commercially
        reasonable manner as the maximum payment that could be owed by Party B to
        Party
        A in respect of such Early Termination Date pursuant to Section 6(e) (as
        amended
        herein), taking into account then current market conditions.

       

      “Financial
        Institution” means a bank, broker/dealer, insurance company, structured
        investment company or derivative product company.

       

      “Firm
        Offer” means a quotation from an Eligible Replacement (i) in an amount
        equal to the actual amount payable by or to Party B in consideration of an
        agreement between Party B and such Eligible Replacement to replace Party
        A as
        the counterparty to this Agreement by way of novation or, if such novation
        is
        not possible, an agreement between Party B and such Eligible Replacement
        to
        enter into a Replacement Transaction (assuming that all Transactions hereunder
        become Terminated Transactions), and (ii) that constitutes an offer by such
        Eligible Replacement to replace Party A as the counterparty to this Agreement
        or
        enter a Replacement Transaction that will become legally binding upon such
        Eligible Replacement upon acceptance by Party B.

       

       “Moody’s”
        means Moody’s Investors Service, Inc., or any successor
        thereto.

       

      “Moody’s
        First
        Trigger Ratings Threshold” means, with respect to Party A, the guarantor
        under an Eligible Guarantee, or an Eligible Replacement, (i) if such entity
        has
        a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term
        unsecured and unsubordinated debt rating or counterparty rating from Moody’s of
“A2” and a short-term unsecured and unsubordinated debt rating from Moody’s of
“Prime-1”, or (ii) if such entity does not have a short-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s, a long-term
        unsecured and unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

       

      “Moody’s
        Second
        Trigger Downgrade Event” means that no Relevant Entity has credit ratings
        from Moody’s at least equal to the Moody’s Second Trigger Ratings
        Threshold.

       

      “Moody’s
        Second
        Trigger Ratings Threshold” means, with respect to Party A, the guarantor
        under an Eligible Guarantee, or an Eligible Replacement, (i) if such entity
        has
        a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term
        unsecured and unsubordinated debt rating or counterparty rating from Moody’s of
“A3” and a short-term unsecured and unsubordinated debt rating from Moody’s of
“Prime-2”, or (ii) if such entity does not have a short-term unsecured and
        unsubordinated debt 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        22
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      rating
        from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of
“A3”.

       

       “Permitted
        Transfer” means a transfer by novation by Party A, pursuant to Section
        6(b)(ii) which is described in Sections 7(a)(2) or (3) (as amended herein),
        to a
        transferee (the “Transferee”) of Party A’s
        rights, liabilities, duties and obligations under this Agreement, with respect
        to which transfer each of the following conditions is satisfied: (a) the
        Transferee is an Eligible Replacement; (b) Party A and the Transferee are
        both
“dealers in notional principal contracts” within the meaning of Treasury
        regulations section 1.1001-4; (c) as of the date of such transfer the Transferee
        would not be required to withhold or deduct on account of Tax from any payments
        under this Agreement or would be required to gross up for such Tax under
        Section
        2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
        as a
        result of such transfer; (e) the Transferee contracts with Party B pursuant
        to a
        written instrument (the “Transfer Agreement”) (A) (i)
        on terms which are effective to transfer to the Transferee all, but not less
        than all, of Party A’s rights, liabilities, duties and obligations under the
        Agreement and all relevant Transactions, which terms are identical to the
        terms
        of this Agreement, other than party names, dates relevant to the effective
        date
        of such transfer, tax representations (provided that the representations
        in Part
        2(a)(i) are not modified) and any other representations regarding the status
        of
        the substitute counterparty of the type included in Part 5(b)(iv), Part
        5(v)(i)(2) or Part 5(v)(ii), notice information and account details, and
        (ii)
        each Rating Agency has been given prior written notice of such transfer,
        or (B)
        (i) on terms that (x) have the effect of preserving for Party B the economic
        equivalent of all payment and delivery obligations (whether absolute or
        contingent and assuming the satisfaction of each applicable condition precedent)
        under this Agreement immediately before such transfer and (y) are, in all
        material respects, no less beneficial for Party B than the terms of this
        Agreement immediately before such transfer, as determined by Party B, and
        (ii)
        Moody’s has been given prior written notice of such transfer and the Rating
        Agency Condition is satisfied with respect to S&P; (f) Party A will be
        responsible for any costs or expenses incurred in connection with such transfer
        (including any replacement cost of entering into a replacement transaction);
        and
        (g) such transfer otherwise complies with the terms of the PSA.

       

      “Rating
        Agency
        Condition” means, with respect to any particular proposed act or omission
        to act hereunder and each Rating Agency specified in connection with such
        proposed act or omission, that the party proposing such act or failure to
        act
        must consult with each of the specified Rating Agencies and receive from
        each
        such Rating Agency prior written confirmation that the proposed action or
        inaction would not cause a downgrade or withdrawal of the then-current rating
        of
        any Certificates.

       

      “Rating
        Agencies” mean, with respect to any date of determination, each of
        S&P and Moody’s, to the extent that each such rating agency is then
        providing a rating for any of the IndyMac INDA Mortgage Loan Trust 2007-AR9
        Mortgage Pass-Through Certificates, Series 2007-AR9 (the
“Certificates”).

       

      “Relevant
        Entities” mean Party A and, to the extent applicable, a guarantor under
        an Eligible Guarantee.

       

      “Replacement
        Transaction” means, with respect to any Terminated Transaction or group
        of Terminated Transactions, a transaction or group of transactions that (A)
        has
        terms which would be effective to transfer to a transferee all, but not less
        than all, of Party A’s rights, liabilities, duties and obligations under this
        Agreement and all relevant Transactions, which terms are identical to the
        terms
        of this Agreement, other than party names, dates relevant to the effective
        date
        of such transfer, tax representations (provided that the representations
        in Part
        2(a)(i) are not modified) and any other representations regarding the status
        of
        the substitute counterparty of the type included in Part 5(b)(iv), Part
        5(v)(i)(2) or Part 5(v)(ii), notice information and account details, save
        for
        the exclusion of provisions relating to Transactions that are not Terminated
        Transactions, or (B) (x) would have the effect of preserving for Party B
        the
        economic equivalent of any payment or delivery (whether the underlying
        obligation was absolute or contingent and assuming the satisfaction of each
        applicable condition precedent) under this Agreement in respect of such
        Terminated Transaction or group of Terminated Transactions that would, but
        for
        the occurrence of the relevant Early Termination Date, have been required
        after
        that date, and (y) has terms which are, in all material respects, no less
        beneficial for Party B than those of this Agreement (save for the exclusion
        of
        provisions relating to Transactions that are not Terminated Transactions),
        as
        determined by Party B.

       

      “Required
        Ratings
        Downgrade Event” means that no Relevant Entity has credit ratings at
        least equal to the Required Ratings Threshold.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        Page 23
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      “Required
        Ratings
        Threshold” means each of the Moody’s Second Trigger Ratings Threshold and
        the S&P Required Ratings Threshold.

       

       “S&P”
        means Standard & Poor’s Rating Services, a division of The McGraw-Hill
        Companies, Inc., or any successor thereto.

       

      “S&P
        Approved
        Ratings Threshold” means, with respect to Party A, the guarantor under an
        Eligible Guarantee, or an Eligible Replacement, a short-term unsecured and
        unsubordinated debt rating of “A-1” from S&P, or, if such entity does not
        have a short-term unsecured and unsubordinated debt rating from S&P, a
        long-term unsecured and unsubordinated debt rating or counterparty rating
        of
“A+” from S&P.

       

      “S&P
        Required
        Ratings Downgrade Event” means that
        no Relevant
        Entity has credit ratings from S&P at least equal to the S&P Required
        Ratings Threshold.

       

      “S&P
        Required
        Ratings Threshold” means, with respect to Party A, the guarantor under an
        Eligible Guarantee, or an Eligible Replacement, (I) if such entity is a
        Financial Institution, a short-term unsecured and unsubordinated debt rating
        of
“A-2” from S&P, or, if such entity does not have a short-term unsecured and
        unsubordinated debt rating from S&P, a long-term unsecured and
        unsubordinated debt rating or counterparty rating of “BBB+” from S&P, or
        (II) if such entity is not a Financial Institution, a short-term unsecured
        and
        unsubordinated debt rating of “A-1” from S&P, or, if such entity does not
        have a short-term unsecured and unsubordinated debt rating from S&P, a
        long-term unsecured and unsubordinated debt rating or counterparty rating
        of
“A+” from S&P.

       

      [Remainder
        of this page intentionally left blank.]

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        Page 24
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          27

      

       

       

       

      
        	
                Item
                  4.

              	
                Account
                  Details and Settlement Information:


              


      

       

      Payments
        to Party A:

      A/C
        With:                                 
DB Trust Co. Americas, New York

      Swift
        Code:                                BKTRUUS33
        / ABA 021001033

      Favour
        of:                                 
Deutsche Bank AG, New York

      Account
        Number:                     01
        473 969

      Reference:

       

      Payments
        to Party B:

          
        Deutsche Bank Trust Co-Americas

      ABA
        #:                                       021-001-033

      Account
        Number:                     01419663

      Account
        Name:                         NYLTD
        Funds Control – Stars West

      Reference:                                 
        IndyMac INDA Mortgage Loan Trust 2007-AR9 Swap Account

      


      This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original but all of which together shall constitute one and the same
        instrument.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        25
        of 27

       

      We
        are
        very pleased to have executed this Transaction with you and we look forward
        to
        completing other transactions with you in the near future.

       

      Very
        truly yours,

       

      DEUTSCHE
        BANK AG, NEW YORK BRANCH

      


      By:           
        /s/ Constantino
        Palermo                                                                


      Name:
        Constantino Palermo

      Title:
        Associate

       

      By:           
        /s/ Michael
        Schwartzberg                                                                           


      Name:
        Michael Schwartzberg

      Title:
        Assistant Vice
        President

       

      Party
        B,
        acting through its duly authorized signatory, hereby agrees to, accepts and
        confirms the terms of the foregoing as of the date hereof.

       

      DEUTSCHE
        BANK NATIONAL TRUST COMPANY, NOT
        IN ITS INDIVIDUAL OR CORPORATE
        CAPACITY BUT SOLELY AS SUPPLEMENTAL INTEREST TRUSTEE ON BEHALF OF THE
        SUPPLEMENTAL INTEREST TRUST IN RESPECT OF INDYMAC INDA MORTGAGE LOAN TRUST
        2007-AR9

      


      By:           
        /s/ Marion
        Hogan                                           


      Name:
        Marion Hogan

      Title:
        Associate

       

      By:           
        /s/ Jennifer
        Hermansader                                           


      Name:
        Jennifer Hermansader

      Title:
        Associate

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        26
        of 27

       

      Annex
        A

       

      Paragraph
        13 of the Credit Support Annex

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Page
        27
        of 27

       

      Annex
        B

       

      Item
        1115 Agreement