efc8-0027_emailex102.htm


    Exhibit
      10,.2

     

     

    ANNEX
      A

     

    ISDA®

    CREDIT
      SUPPORT ANNEX

    to
      the
      Schedule to the

    ISDA
      Master Agreement

    dated
      as
      of December 27, 2007 between

    Deutsche
      Bank AG, New York Branch (hereinafter referred to as “Party
      A”
      or “Pledgor”)

    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

    (hereinafter
      referred to as “Party
      B”
      or “Secured
      Party”).

     

    For
      the
      avoidance of doubt, and notwithstanding anything to the contrary that may be
      contained in the Agreement, this Credit Support Annex shall relate solely to
      the
      Transaction documented in the Confirmation dated December 27, 2007, between
      Party A and Party B, Reference Number N736115N.

     

    Paragraph
      13.  Elections and Variables.

     

    
      	
              (a)

            	
              Security
                Interest for “Obligations”.  The term “Obligations”
                as used in this Annex
                includes the following additional obligations:


            


    

     

    With
      respect to Party A: not applicable.

     

    With
      respect to Party B: not applicable.

     

    
      	
              (b)

            	
              Credit
                Support Obligations.

            


    

     

    
      	
               

            	
              (i)

            	
              Delivery
                Amount, Return Amount and Credit Support
                Amount.

            


    

     

    
      	
               

            	
              (A)

            	
              “Delivery
                Amount”
                has
                the meaning specified in Paragraph 3(a), except that:
                

            


    

     

    
      	
               

            	
              (I)

            	
              the
                words “upon a demand made by the Secured Party on or promptly following
                a
                Valuation Date” shall be deleted and replaced with the words “not later
                than the close of business on each Valuation Date”,
                

            


    

     

    
      	
               

            	
              (II)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Value as of that Valuation Date of all Posted Credit Support
                held by the Secured Party.” shall be deleted in its entirety and replaced
                with the following: 

            


    

     

    “The
      “Delivery
      Amount”
      applicable to the Pledgor for any Valuation Date will equal the greatest
      of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Credit Support Amount for such Valuation
                Date exceeds (b) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party, and
                

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Credit Support Amount for such Valuation
                Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party, and
                

            


    

     

     

    
      REFERENCE
        NUMBER:  N736115N

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    2

     

     

    
      	
               

            	
              (III)

            	
              if,
                on any Valuation Date, the Delivery Amount equals or exceeds the
                Pledgor’s
                Minimum Transfer Amount, the Pledgor will Transfer to the Secured
                Party
                sufficient Eligible Credit Support to ensure that, immediately following
                such transfer, the Delivery Amount shall be zero.
                

            


    

     

    
      	
               

            	
              (B)

            	
              “Return
                Amount” has the meaning specified in Paragraph 3(b), except that:
                

            


    

     

    
      	
               

            	
              (I)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Credit Support Amount.” shall be deleted in its entirety and
                replaced with the following: 

            


    

     

    “The
      “Return
      Amount” applicable to the Secured Party for any Valuation Date will equal
      the least of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the S&P
                Credit Support Amount for such Valuation Date, and
                

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the Moody’s
                Credit Support Amount for such Valuation Date, and
                

            


    

     

    
      	
               

            	
              (II)

            	
              in
                no event shall the Secured Party be required to Transfer any Posted
                Credit
                Support under Paragraph 3(b) if, immediately following such transfer,
                the
                Delivery Amount would be greater than zero.


            


    

     

    
      	
               

            	
              (C)

            	
              “Credit
                Support Amount” shall not apply.  For purposes of
                calculating any Delivery Amount or Return Amount for any Valuation
                Date,
                reference shall be made to the S&P Credit Support Amount or the
                Moody’s Credit Support Amount, in each case for such Valuation Date, as
                provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B), above.
                

            


    

     

    
      	
               

            	
              (ii)

            	
              Eligible
                Collateral.

            


    

     

    On
      any
      date, the following items will qualify as “Eligible
      Collateral” (for the avoidance of doubt, all Eligible Collateral to be
      denominated in USD):

     

    
      	
              Collateral 

            	
              S&P
Approved
Ratings
Valuation

              Percentage

            	
              S&P
Required
Ratings
Valuation
Percentage

            	
              Moody’s
First
Trigger
Valuation
Percentage

            	
              Moody’s
Second
Trigger
Valuation
 Percentage

            
	 	 	 	 	 
	
              (A)
                Cash

            	
              100%

            	
              80%

            	
              100%

            	
              100%

            
	
              (B)
                Fixed-rate negotiable debt obligations issued by the U.S. Treasury
                Department

            	
              98.0%

            	
              78.4%

            	
              100%

            	
              100%

            


       

       

      
        REFERENCE
          NUMBER:  N736115N

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3

       

       

      	
              having
                a remaining maturity on such date of not more than one
                year

            	 	 	 	 
	
              (C)
                Fixed-rate negotiable debt obligations issued by the U.S. Treasury
                Department having a remaining maturity on such date of more than
                one year
                but not more than ten years

            	
              92.6%

            	
              74.1%

            	
              100%

            	
              94%

            
	
              (D)
                Fixed-rate negotiable debt obligations issued by the U.S. Treasury
                Department having a remaining maturity on such date of more than
                ten
                years

            	
              84.6%

            	
              67.7%

            	
              100%

            	
              87%

            
	 	 	 	 	 


    

    
      	
               

            	
              (iii)

            	
              Other
                Eligible Support.

            


    

     

    The
      following items will qualify as “Other
      Eligible
      Support” for the party specified:

     

    Not
      applicable.

     

    
      	
               

            	
              (iv)

            	
              Threshold.

            


    

     

    
      	
               

            	
              (A)

            	
              “Independent
                Amount” means zero with respect to Party A and Party B.
                

            


    

     

    
      	
               

            	
              (B)

            	
              “S&P
                Threshold” means, with respect to Party A and any Valuation Date,
                if  an S&P Approved Ratings Downgrade Event has occurred and
                is continuing and such S&P Approved Ratings Downgrade Event has been
                continuing (i) for at least 10 Local Business Days or (ii) since
                this
                Annex was executed, zero; otherwise, infinity.


            


    

     

     

    
      REFERENCE
        NUMBER:  N736115N

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4

     

     

    “Moody’s
      Threshold” means, with respect to Party A and any Valuation Date, if a
      Moody’s First Trigger Downgrade Event has occurred and is continuing and such
      Moody’s First Trigger Downgrade Event has been continuing (i) for at least 30
      Local Business Days or (ii) since this Annex was executed, zero; otherwise,
      infinity.

     

     “Threshold”
      means, with respect to Party B and any Valuation Date, infinity.

     

    
      	
               

            	
              (C)

            	
              “Minimum
                Transfer Amount” means USD 100,000 with respect to Party A and
                Party B; provided, however, that if the aggregate Certificate Principal
                Balance of any Certificates and the aggregate principal balance of
                any
                Notes rated by S&P is at the time of any transfer less than USD
                50,000,000, the “Minimum Transfer Amount” shall be USD 50,000.
                

            


    

     

    
      	
               

            	
              (D)

            	
              Rounding:
                The Delivery
                Amount will be rounded up to the nearest integral multiple of USD
                10,000.
                The Return Amount will be rounded down to the nearest integral multiple
                of
                USD 10,000. 

            


    

     

    
      	
              (c)

            	
              Valuation
                and Timing.

            


    

     

    
      	
               

            	
              (i)

            	
              “Valuation
                Agent” means Party A; provided, however, that if an Event of
                Default shall have occurred with respect to which Party A is the
                Defaulting Party, Party B shall have the right to designate as Valuation
                Agent an independent party, reasonably acceptable to Party A, the
                cost for
                which shall be borne by Party A.  All calculations by the
                Valuation Agent must be made in accordance with standard market practice,
                including, in the event of a dispute as to the Value of any Eligible
                Credit Support or Posted Credit Support, by making reference to quotations
                received by the Valuation Agent from one or more Pricing Sources.
                

            


    

     

    
      	
               

            	
              (ii)

            	
              “Valuation
                Date” means the first Local Business Day in each week on which any
                of the S&P Threshold or the Moody’s Threshold is zero.
                

            


    

     

    
      	
               

            	
              (iii)

            	
              “Valuation
                Time” means the close of business in the city of the Valuation
                Agent on the Local Business Day immediately preceding the Valuation
                Date
                or date of calculation, as applicable; provided that the
                calculations of Value and Exposure will be made as of approximately
                the
                same time on the same date.  The Valuation Agent will notify
                each party (or the other party, if the Valuation Agent is a party)
                of its
                calculations not later than the Notification Time on the applicable
                Valuation Date (or in the case of Paragraph 6(d), the Local Business
                Day
                following the day on which such relevant calculations are performed).”
                

            


    

     

    
      	
               

            	
              (iv)

            	
              “Notification
                Time” means 11:00 a.m., New York time, on a Local Business Day.
                

            


    

     

    
      	
              (d)

            	
              Conditions
                Precedent and Secured Party’s Rights and Remedies.  The
                following Termination Events will be a “Specified
                Condition” for the party specified (that party being the Affected
                Party if the Termination Event occurs with respect to that
                party):  With respect to Party A: any Additional Termination
                Event with respect to which Party A is the sole Affected
                Party.  With respect to Party B: None.
                

            


    

     

    
      	
              (e)

            	
              Substitution.

            


    

     

    
      	
               

            	
              (i)

            	
              “Substitution
                Date” has the meaning specified in Paragraph 4(d)(ii).
                

            


    

     

    
      	
               

            	
              (ii)

            	
              Consent.  If
                specified here as applicable, then the Pledgor must obtain the Secured
                Party’s consent for any substitution pursuant to Paragraph
                4(d):  Inapplicable. 

            


    

     

    
      	
              (f)

            	
              Dispute
                Resolution.

            


    

     

     

    
      REFERENCE
        NUMBER:  N736115N

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5

     

     

    
      	
               

            	
              (i)

            	
              “Resolution
                Time” means 1:00 p.m. New York time on the Local Business Day
                following the date on which the notice of the dispute is given under
                Paragraph 5. 

            


    

     

    
      	
               

            	
              (ii)

            	
              Value.  Notwithstanding
                anything to the contrary in Paragraph 12, for the purpose of Paragraphs
                5(i)(C) and 5(ii), the S&P Value and Moody’s Value on any date, of
                Eligible Collateral will be calculated as follows:
                

            


    

     

    For
      Eligible Collateral other than Cash listed in Paragraph 13(b)(ii): the sum
      of
      (A) the product of (1)(x) the bid price at the Valuation Time for such
      securities on the principal national securities exchange on which such
      securities are listed, or (y) if such securities are not listed on a national
      securities exchange, the bid price for such securities quoted at the Valuation
      Time by any principal market maker for such securities selected by the Valuation
      Agent, or (z) if no such bid price is listed or quoted for such date, the bid
      price listed or quoted (as the case may be) at the Valuation Time for the day
      next preceding such date on which such prices were available and (2) the
      applicable Valuation Percentage for such Eligible Collateral, and (B) the
      accrued interest on such securities (except to the extent Transferred to the
      Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
      referred to in the immediately preceding clause (A)) as of such
      date.

     

    For
      Cash,
      the amount thereof multiplied, in the case of the S&P Value, by the
      applicable S&P Valuation Percentage.

     

    
      	
               

            	
              (iii)

            	
              Alternative.  The
                provisions of Paragraph 5 will apply.


            


    

     

    
      	
              (g)

            	
              Holding
                and
                Using Posted Collateral.

            


    

     

    
      	
               

            	
              (i)

            	
              Eligibility
                to Hold Posted Collateral; Custodians. Party B (or any Custodian)
                will be entitled to hold Posted Collateral pursuant to Paragraph
                6(b).
                

            


    

     

    Party
      B
      may appoint as Custodian (A) the entity then serving as Supplemental Interest
      Trustee or (B) any entity other than the entity then serving as Supplemental
      Interest Trustee if such other entity (or, to the extent applicable, its parent
      company or credit support provider) shall then have credit ratings from S&P
      at least equal to the Custodian Required Rating Threshold.   If
      any entity referred to in clause (B) above is the Custodian for Party B and
      such
      entity fails after its appointment as Custodian to meet the Custodian Required
      Rating Threshold, Party B shall replace such Custodian with an entity meeting
      the applicable requirements above within 60 days following such failure to
      meet
      the Custodian Required Rating Threshold.

     

    Initially,
      the Custodian for Party
      B is: Supplemental Interest Trustee.

     

    
      	
               

            	
              (ii)

            	
              Use
                of
                Posted Collateral.  The provisions of Paragraph 6(c) will
                not apply to Party B or its Custodian; provided, however, that if
                Party A
                delivers Posted Collateral in book-entry form, then Paragraph 6(c)(ii)
                will apply to Party B and its Custodian, and Party B and its Custodian
                shall have the rights specified in Paragraph 6(c)(ii).
                

            


    

     

    
      	
              (h)

            	
              Distributions
                and Interest Amount.

            


    

     

    
      	
               

            	
              (i)

            	
              Interest
                Rate.  The “Interest
                Rate” will be the actual interest rate earned on Posted Collateral
                in the form of Cash that is held by Party B or its
                Custodian.  Posted Collateral in the form of Cash shall be
                invested in such overnight (or redeemable within two Local Business
                Days
                of demand) Permitted Investments rated at least  AAAm or AAAm-G
                by S&P (unless (x) an Event of Default or an Additional Termination
                Event has occurred with respect to which Party A is the defaulting
                or sole
                Affected Party or (y) an Early Termination Date has been designated,
                in
                which case such Posted Collateral shall be held
                uninvested).  Gains and losses incurred in respect of any
                

            


    

     

     

    
      REFERENCE
        NUMBER:  N736115N

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      6

       

       

      
        	
                 

              	
                 

              	
                investment
                  of Posted Collateral in the form of Cash in Permitted Investments
                  as
                  directed by Party A shall be for the account of Party A.
                  

              


      

       

    

    
      	
               

            	
              (ii)

            	
              Transfer
                of
                Interest Amount. The Transfer of the Interest Amount will be made
                on the second Local Business Day following the end of each calendar
                month
                and on any other Local Business Day on which Posted Collateral in
                the form
                of Cash is Transferred to the Pledgor pursuant to Paragraph 3(b);
                provided, however, that the obligation of Party B to Transfer any
                Interest
                Amount to Party A shall be limited to the extent that Party B has
                earned
                and received such funds and such funds are available to Party
                B.  The last sentence of Paragraph 6(d)(ii) is hereby amended by
                adding the words “actually received by Party B but” after the words
                “Interest Amount or portion thereof”.


            


    

     

    
      	
               

            	
              (iii)

            	
              Alternative
                to Interest Amount. The provisions of Paragraph 6(d)(ii) (as
                amended herein) will apply. 

            


    

     

    
      	
               

            	
              (iv)

            	
              Distributions.  Paragraph
                6(d)(i) shall be deleted in its entirety and replaced with the following:
                

            


    

     

    “Distributions.  Subject
      to Paragraph 4(a), if Party B receives Distributions on a Local Business Day,
      it
      will Transfer to Party A not later than the following Local Business Day any
      Distributions it receives to the extent that a Delivery Amount would not be
      created or increased by that Transfer, as calculated by the Valuation Agent
      (and
      the date of calculation will be deemed to be a Valuation Date for this
      purpose).”

     

    
      	
              (i)

            	
              Additional
                Representation(s).  There are no additional
                representations by either party. 

            


    

     

    
      	
              (j)

            	
              Other
                Eligible Support and Other Posted
                Support.

            


    

     

    
      	
               

            	
              (i)

            	
              “Value”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable. 

            


    

     

    
      	
               

            	
              (ii)

            	
              “Transfer”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable. 

            


    

     

    
      	
              (k)

            	
              Demands
                and
                Notices.  All demands, specifications and notices under
                this Annex will be made pursuant to the Notices Section of this Agreement,
                except that any demand, specification or notice shall be given to
                or made
                at the following addresses, or at such other address as the relevant
                party
                may from time to time designate by giving notice (in accordance with
                the
                terms of this paragraph) to the other party:


            


    

     

    If
      to
      Party A, at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B, at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B’s Custodian:  at the address specified pursuant to the Notices
      Section of this Agreement.

     

    
      	
              (l)

            	
              Address
                for
                Transfers.  Each Transfer hereunder shall be made to the
                address specified below or to an address specified in writing from
                time to
                time by the party to which such Transfer will be made.
                

            


    

     

    Party
      A
      account details for holding collateral

     

    
    

    
      	 	 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:  	 	 (please
              provide)


    

     

     

    
      REFERENCE
        NUMBER:  N736115N

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                                  

     

    7

                                
      

                                   
      

                                                                            

     Party
      B’s Custodian account details for holding collateral:

     

    
      
      

      
        	 	 	 	 Deutsche
                Bank Trust
                Co-Americas
	 	 ABA
                Number:  	 	 021-001-033
	 	 Account
                Number: 	 	 01419663
	 	 Account
                Name:	 	 NYLTD
                Funds Control – Stars
                West
	 	 Ref:  	 	 IndyMac
                INDA Mortgage Loan Trust 2007-AR9 (Swap
                Account)


      

       

       

    

    
      	
              (m)

            	
              Other
                Provisions.

            


    

     

    
      	
               

            	
              (i)

            	
              Collateral
                Account.  Party B shall open and maintain a segregated
                account, and hold, record and identify all Posted Collateral in such
                segregated account. 

            


    

     

    
      	
               

            	
              (ii)

            	
              Agreement
                as to Single Secured Party and Single Pledgor. Party A and Party B
                hereby agree that, notwithstanding anything to the contrary in this
                Annex,
                (a) the term “Secured Party” as used in this Annex means only Party B, (b)
                the term “Pledgor” as used in this Annex means only Party A, (c) only
                Party A makes the pledge and grant in Paragraph 2, the acknowledgement
                in
                the final sentence of Paragraph 8(a) and the representations in Paragraph
                9. 

            


    

     

    
      	
               

            	
              (iii)

            	
              Calculation
                of Value.  Paragraph 4(c) is hereby amended by deleting
                the word “Value” and inserting in lieu thereof  “S&P Value,
                Moody’s Value”.  Paragraph 4(d)(ii) is hereby amended by (A)
                deleting the words “a Value” and inserting in lieu thereof “an S&P
                Value and a Moody’s Value” and (B) deleting the words “the Value” and
                inserting in lieu thereof “S&P Value and Moody’s
                Value”.  Paragraph 5 (flush language) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value or
                Moody’s Value”.  Paragraph 5(i) (flush language) is hereby
                amended by deleting the word “Value” and inserting in lieu thereof
                “S&P Value and Moody’s Value”.  Paragraph 5(i)(C) is hereby
                amended by deleting the word “the Value, if” and inserting in lieu thereof
                “any one or more of the S&P Value or Moody’s Value, as may
                be”.  Paragraph 5(ii) is hereby amended by (1) deleting the
                first instance of the words “the Value” and inserting in lieu thereof “any
                one or more of the S&P Value or Moody’s Value” and (2) deleting the
                second instance of the words “the Value” and inserting in lieu thereof
                “such disputed S&P Value or Moody’s Value”.  Each of
                Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by deleting
                the word “Value” and inserting in lieu thereof “least of the S&P Value
                and Moody’s Value”. 

            


    

     

    
      	
               

            	
              (iv)

            	
              Form
                of
                Annex. Party
                A and Party
                B hereby agree that the text of Paragraphs 1 through 12, inclusive,
                of
                this Annex is intended to be the printed form of 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. 

            


    

     

    
      	
               

            	
              (v)

            	
              Events
                of
                Default.  Paragraph 7 will not apply to cause any Event
                of Default to exist with respect to Party B except that Paragraph
                7(i)
                will apply to Party B solely in respect of Party B’s obligations under
                Paragraph 3(b) of the Credit Support Annex.  Notwithstanding
                anything to the contrary in Paragraph 7, 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 only be an Event of Default
                if 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.


            


    

     

    
      	
               

            	
              (vi)

            	
              Expenses.  Notwithstanding
                anything to the contrary in Paragraph 10, the Pledgor will be responsible
                for, and will reimburse the Secured Party for, all transfer and other
                taxes and other costs involved in maintenance and any Transfer of
                Eligible
                Collateral. 

            


    

     

     

    
      REFERENCE
        NUMBER:  N736115N

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8

     

     

    
      	
               

            	
              (vii)

            	
              Withholding.  Paragraph
                6(d)(ii) is hereby amended by inserting immediately after “the Interest
                Amount” in the fourth line thereof  the words “less any
                applicable withholding taxes.” 

            


    

     

    
      	
               

            	
              (viii)

            	
              Additional
                Definitions.  As used in this Annex:
                

            


    

     

     “Custodian
      Required Rating Threshold” means, with respect to an entity, a short-term
      unsecured and unsubordinated debt rating from S&P of “A-1,” 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 from S&P of “A+”. 

     

    “Exposure”
      has the meaning specified in Paragraph 12, except that (1) after the word
“Agreement” the words “(assuming, for this purpose only, that Part
      1(f)(i)(A)-(E) of the Schedule is deleted)” shall be inserted and (2) at the end
      of the definition of Exposure, the words “with terms that are, in all material
      respects, no less beneficial for Party B than those of this Agreement” shall be
      added.

     

    “Local
      Business
      Day” means, for purposes of this Annex: any day on which (A) commercial
      banks are open for business (including dealings in foreign exchange and foreign
      currency deposits) in New York and the location of Party A, Party B and any
      Custodian, and (B) in relation to a Transfer of Eligible Collateral, any day
      on
      which the clearance system agreed between the parties for the delivery of
      Eligible Collateral is open for acceptance and execution of settlement
      instructions (or in the case of a Transfer of Cash or other Eligible Collateral
      for which delivery is contemplated by other means a day on which commercial
      banks are open for business (including dealings in foreign exchange and foreign
      deposits) in New York and in the location of Party A, Party B and any
      Custodian).

     

     “Moody’s
      Credit
      Support Amount” means, for any Valuation Date:

     

    (A)           
      if the Moody’s Threshold for such Valuation Date is zero and (i) it is not the
      case that a Moody’s Second Trigger Downgrade Event has occurred and is
      continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred and is
      continuing and less than 30 Local Business Days have elapsed since such Moody’s
      Second Trigger Downgrade Event first occurred, an amount equal to the greater
      of
      (x) zero and (y) the sum of the Secured Party’s Exposure and the aggregate of
      Moody’s First Trigger Additional Amounts for all Transactions and such Valuation
      Date;

     

    (B)           
      if the Moody’s Threshold for such Valuation Date is zero and 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, an amount equal to the greatest of (x) zero, (y) the aggregate
      amount of the Next Payments for all Next Payment Dates, and (z) the sum of
      the
      Secured Party’s Exposure and the aggregate of Moody’s Second Trigger Additional
      Amounts for all Transactions and such Valuation Date; or

     

    (C)           
      if the Moody’s Threshold for such Valuation Date is infinity, zero.

     

    “Moody’s
      First
      Trigger Additional Amount” means, for any Valuation Date and any
      Transaction, the product of (i) the applicable Moody’s First Trigger Factor set
      forth in Table 1, (ii) the Scale Factor, if any, for such Transaction, or,
      if no
      Scale Factor is applicable for such Transaction, one, and
      (iii)
      the Notional Amount for such Transaction for the Calculation Period for such
      Transaction (each as defined in the related Confirmation) which includes such
      Valuation Date.

     

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

     

     

     

    
      REFERENCE
        NUMBER:  N736115N

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9

     

     

     “Moody’s
      First
      Trigger Value” means, on any date and with respect to any Eligible
      Collateral other than Cash, the bid price obtained by the Valuation Agent
      multiplied by the Moody’s First Trigger Valuation Percentage for such Eligible
      Collateral set forth in Paragraph 13(b)(ii).

     

    “Moody’s
      Second
      Trigger Additional Amount” means, for any Valuation Date and any
      Transaction,

     

    (A)           
      if such Transaction is not a Transaction-Specific Hedge, the product of (i)
      the
      applicable Moody’s Second Trigger Factor set forth in Table 2, (ii) the Scale
      Factor, if any, for such Transaction, or, if no Scale Factor is applicable
      for
      such Transaction, one, and (iii) the Notional Amount for such Transaction for
      the Calculation Period for such Transaction (each as defined in the related
      Confirmation) which includes such Valuation Date;  or

     

    (B)           
      if such Transaction is a Transaction-Specific Hedge, the product of (i) the
      applicable Moody’s Second Trigger Factor set forth in Table 3, (ii) the Scale
      Factor, if any, for such Transaction, or, if no Scale Factor is applicable
      for
      such Transaction, one, and (iii) the Notional Amount for such Transaction for
      the Calculation Period for such Transaction (each as defined in the related
      Confirmation) which includes such Valuation Date.

     

     “Moody’s
      Valuation
      Percentage” means, with respect to a Valuation Date and each item of
      Eligible Collateral,

     

    (A)           
      if the Moody’s Threshold for such Valuation Date is zero and (i) it is not the
      case that a Moody’s Second Trigger Downgrade Event has occurred and is
      continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred and is
      continuing and less than 30 Local Business Days have elapsed since such Moody’s
      Second Trigger Downgrade Event first occurred, the corresponding percentage
      for
      such Eligible Collateral in the column headed “Moody’s First Trigger Valuation
      Percentage”, or

     

    (B)           
      if 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, the corresponding percentage for such Eligible
      Collateral in the column headed “Moody’s Second Trigger Valuation
      Percentage”.

     

    “Moody’s
      Value” means, on any date and with respect to any Eligible Collateral the
      product of (x) the bid price obtained by the Valuation Agent and (y) the
      applicable Moody’s Valuation Percentage set forth in Paragraph
      13(b)(ii).

     

     “Next
      Payment” means, in respect of each Next Payment Date, the greater of (i)
      the aggregate amount of any payments due to be made by Party A under Section
      2(a) on such Next Payment Date less the aggregate amount of any payments due
      to
      be made by Party B under Section 2(a) on such
      Next
      Payment Date (any such payments determined based on rates prevailing the date
      of
      determination) and (ii) zero.

     

    “Next
      Payment
      Date” means each date on which the next scheduled payment under any
      Transaction is due to be paid.

     

    “Pricing
      Sources” means the sources of financial information commonly known as
      Bloomberg, Bridge Information Services, Data Resources Inc., Interactive Data
      Services, International Securities Market Association, Merrill Lynch Securities
      Pricing Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing,
      JJ
      Kenny, S&P and Telerate.

     

    “Remaining
      Weighted Average Maturity” means, with
      respect to
      a Transaction, the expected weighted average maturity for such Transaction
      as
      determined by the Valuation Agent.

     

     

    
      REFERENCE
        NUMBER:  N736115N

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10

     

     

     

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

     

    “S&P
      Credit
      Support Amount” means, for any Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is not the
                case that an S&P Required Ratings Downgrade Event has occurred and
                been continuing for at least 10 Local Business Days, an amount equal
                to
                the Secured Party’s Exposure; 

            


    

     

    
      	
               

            	
              (B)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is the case
                that an S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, an amount equal to
                125% of
                the Secured Party’s Exposure; or 

            


    

     

    
      	
               

            	
              (C)

            	
              if
                the S&P Threshold for such Valuation Date is infinity, zero.
                

            


    

     

    “S&P
      Valuation Percentage” means, with respect to a Valuation Date and each
      item of Eligible Collateral,

     

    
      	
               

            	
              (A)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is not the
                case that a S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, the corresponding
                percentage for such Eligible Collateral in the column headed “S&P
                Approved Ratings Valuation Percentage” or


            


    

     

    
      	
               

            	
              (B)

            	
              if
                an S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, the corresponding
                percentage for such Eligible Collateral in the column headed “S&P
                Required Ratings Valuation Percentage”.


            


    

     

    “S&P
      Value” means, on any date and with respect to any Eligible Collateral,
      (A) in the case of Eligible Collateral other than Cash, the product of (x)
      the
      bid price obtained by the Valuation Agent for such Eligible Collateral and
      (y)
      the applicable S&P Valuation Percentage for such Eligible Collateral set
      forth in paragraph 13(b)(ii) and (B) in the case of Cash, the amount
      thereof  multiplied by the applicable S&P Valuation
      Percentage.

     

    “Transaction
      Exposure” means, for any Transaction, Exposure determined as if such
      Transaction were the only Transaction between the Secured Party and the
      Pledgor.

     

    “Transaction-Specific
      Hedge” means any Transaction that is (i) an interest rate swap in respect
      of which (x) the notional amount of the interest rate swap is “balance
      guaranteed” or (y) the notional amount of the interest rate swap for any
      Calculation Period (as defined in the related Confirmation) otherwise is not
      a
      specific dollar amount that is fixed at the inception of the Transaction, (ii)
      an interest rate cap, (iii) an interest rate floor or (iv) an interest rate
      swaption.

     

    “Valuation
      Percentage” shall mean, for purposes of determining the S&P Value or
      Moody’s Value with respect to  any Eligible Collateral or Posted
      Collateral, the applicable S&P Valuation Percentage or Moody’s Valuation
      Percentage for such Eligible Collateral or Posted Collateral, respectively,
      in
      each case as set forth in Paragraph 13(b)(ii).

     

    “Value”
      shall mean, in respect of any date, the related S&P Value and the related
      Moody’s Value.

     

    [Remainder
      of this page intentionally left blank]

     

     

    
      REFERENCE
        NUMBER:  N736115N

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    11

     

     

    Table
      1

     

    Moody’s
      First Trigger
      Factor

     

    
      	 	
              Remaining

              Weighted
                Average Life

              of
                Hedge in Years

            	
              Weekly

              Collateral

              Posting

            
	 	
              1
                or less

            	
              0.25%

            
	 	
              More
                than 1 but not more than 2

            	
              0.50%

            
	 	
              More
                than 2 but not more than 3

            	
              0.70%

            
	 	
              More
                than 3 but not more than 4

            	
              1.00%

            
	 	
              More
                than 4 but not more than 5

            	
              1.20%

            
	 	
              More
                than 5 but not more than 6

            	
              1.40%

            
	 	
              More
                than 6 but not more than 7

            	
              1.60%

            
	 	
              More
                than 7 but not more than 8

            	
              1.80%

            
	 	
              More
                than 8 but not more than 9

            	
              2.00%

            
	 	
              More
                than 9 but not more than 10

            	
              2.20%

            
	 	
              More
                than 10 but not more than 11

            	
              2.30%

            
	 	
              More
                than 11 but not more than 12

            	
              2.50%

            
	 	
              More
                than 12 but not more than 13

            	
              2.70%

            
	 	
              More
                than 13 but not more than 14

            	
              2.80%

            
	 	
              More
                than 14 but not more than 15

            	
              3.00%

            
	 	
              More
                than 15 but not more than 16

            	
              3.20%

            
	 	
              More
                than 16 but not more than 17

            	
              3.30%

            
	 	
              More
                than 17 but not more than 18

            	
              3.50%

            
	 	
              More
                than 18 but not more than 19

            	
              3.60%

            
	 	
              More
                than 19 but not more than 20

            	
              3.70%

            
	 	
              More
                than 20 but not more than 21

            	
              3.90%

            
	 	
              More
                than 21 but not more than 22

            	
              4.00%

            
	 	
              More
                than 22 but not more than 23

            	
              4.00%

            
	 	
              More
                than 23 but not more than 24

            	
              4.00%

            
	 	
              More
                than 24 but not more than 25

            	
              4.00%

            
	 	
              More
                than 25 but not more than 26

            	
              4.00%

            
	 	
              More
                than 26 but not more than 27

            	
              4.00%

            
	 	
              More
                than 27 but not more than 28

            	
              4.00%

            
	 	
              More
                than 28 but not more than 29

            	
              4.00%

            
	 	
                      More
                than 29

            	
              4.00%

            


    

     

     

    
      REFERENCE
        NUMBER:  N736115N

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    12

    
 

    Table
      2

     

    Moody’s
      Second Trigger
      Factor for Interest Rate Swaps with Fixed Notional Amounts

     

    
      	 	
              Remaining

              Weighted
                Average Life

              of
                Hedge in Years

            	
              Weekly

              Collateral

              Posting

            
	 	
              1
                or less

            	
              0.60%

            
	 	
              More
                than 1 but not more than 2

            	
              1.20%

            
	 	
              More
                than 2 but not more than 3

            	
              1.70%

            
	 	
              More
                than 3 but not more than 4

            	
              2.30%

            
	 	
              More
                than 4 but not more than 5

            	
              2.80%

            
	 	
              More
                than 5 but not more than 6

            	
              3.30%

            
	 	
              More
                than 6 but not more than 7

            	
              3.80%

            
	 	
              More
                than 7 but not more than 8

            	
              4.30%

            
	 	
              More
                than 8 but not more than 9

            	
              4.80%

            
	 	
              More
                than 9 but not more than 10

            	
              5.30%

            
	 	
              More
                than 10 but not more than 11

            	
              5.60%

            
	 	
              More
                than 11 but not more than 12

            	
              6.00%

            
	 	
              More
                than 12 but not more than 13

            	
              6.40%

            
	 	
              More
                than 13 but not more than 14

            	
              6.80%

            
	 	
              More
                than 14 but not more than 15

            	
              7.20%

            
	 	
              More
                than 15 but not more than 16

            	
              7.60%

            
	 	
              More
                than 16 but not more than 17

            	
              7.90%

            
	 	
              More
                than 17 but not more than 18

            	
              8.30%

            
	 	
              More
                than 18 but not more than 19

            	
              8.60%

            
	 	
              More
                than 19 but not more than 20

            	
              9.00%

            
	 	
              More
                than 20 but not more than 21

            	
              9.00%

            
	 	
              More
                than 21 but not more than 22

            	
              9.00%

            
	 	
              More
                than 22 but not more than 23

            	
              9.00%

            
	 	
              More
                than 23 but not more than 24

            	
              9.00%

            
	 	
              More
                than 24 but not more than 25

            	
              9.00%

            
	 	
              More
                than 25 but not more than 26

            	
              9.00%

            
	 	
              More
                than 26 but not more than 27

            	
              9.00%

            
	 	
              More
                than 27 but not more than 28

            	
              9.00%

            
	 	
              More
                than 28 but not more than 29

            	
              9.00%

            
	 	
                      More
                than 29

            	
              9.00%

            


    

     

     

     

    
      REFERENCE
        NUMBER:  N736115N

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
13

     

     

    Table
      3

     

    Moody’s
      Second Trigger
      Factor for Transaction-Specific Hedges

     

    
      	 	
              Remaining

              Weighted
                Average Life

              of
                Hedge in Years

            	
              Weekly

              Collateral

              Posting

            
	 	
              1
                or less

            	
              0.75%

            
	 	
              More
                than 1 but not more than 2

            	
              1.50%

            
	 	
              More
                than 2 but not more than 3

            	
              2.20%

            
	 	
              More
                than 3 but not more than 4

            	
              2.90%

            
	 	
              More
                than 4 but not more than 5

            	
              3.60%

            
	 	
              More
                than 5 but not more than 6

            	
              4.20%

            
	 	
              More
                than 6 but not more than 7

            	
              4.80%

            
	 	
              More
                than 7 but not more than 8

            	
              5.40%

            
	 	
              More
                than 8 but not more than 9

            	
              6.00%

            
	 	
              More
                than 9 but not more than 10

            	
              6.60%

            
	 	
              More
                than 10 but not more than 11

            	
              7.00%

            
	 	
              More
                than 11 but not more than 12

            	
              7.50%

            
	 	
              More
                than 12 but not more than 13

            	
              8.00%

            
	 	
              More
                than 13 but not more than 14

            	
              8.50%

            
	 	
              More
                than 14 but not more than 15

            	
              9.00%

            
	 	
              More
                than 15 but not more than 16

            	
              9.50%

            
	 	
              More
                than 16 but not more than 17

            	
              9.90%

            
	 	
              More
                than 17 but not more than 18

            	
              10.40%

            
	 	
              More
                than 18 but not more than 19

            	
              10.80%

            
	 	
              More
                than 19 but not more than 20

            	
              11.00%

            
	 	
              More
                than 20 but not more than 21

            	
              11.00%

            
	 	
              More
                than 21 but not more than 22

            	
              11.00%

            
	 	
              More
                than 22 but not more than 23

            	
              11.00%

            
	 	
              More
                than 23 but not more than 24

            	
              11.00%

            
	 	
              More
                than 24 but not more than 25

            	
              11.00%

            
	 	
              More
                than 25 but not more than 26

            	
              11.00%

            
	 	
              More
                than 26 but not more than 27

            	
              11.00%

            
	 	
              More
                than 27 but not more than 28

            	
              11.00%

            
	 	
              More
                than 28 but not more than 29

            	
              11.00%

            
	 	
                      More
                than 29

            	
              11.00%

            


    

     

     

    
      REFERENCE
        NUMBER:  N736115N

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    IN
      WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
      representatives as of the date of the Agreement.

     

    
      	
              DEUTSCHE
                BANK AG, NEW YORK BRANCH

            	
              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/ Constantino
                Palermo                            
                          

              Name:
                Constantino
                Palermo

              Title:
                Associate

              Date:
                12/27/07

            	
              By:     
                /s/ Marion
                Hogan                          
                

                  Name:
                Marion Hogan

                  Title:
                Associate

                  Date:
                12/27/07

            
	 	 
	
              By:  
                /s/ Michael
                Schwartzberg                                   
                 

              Name:
                Michael
                Schwartzberg

              Title:
                Assistant Vice
                President

              Date:
                12/27/07

            	
              By:     
                 /s/
                Jennifer
                Hermansader              
                 

                  Name:
                Jennifer Hermansader

                  Title:
                Associate

                  Date:
                12/27/07

            


    

    


    

      REFERENCE
        NUMBER:  N736115N