The Swap Confirmation.
<PAGE>


DATE:             November 29, 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-AR8
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: N727633N


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-AR8  ("Party  B")  created  under the  Pooling  and  Servicing
Agreement,  dated as of  November 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.


REFERENCE NUMBER: N727633N

Chairman of the Supervisory Board: Clemens Borsig
Management Board: Josef Ackermann (Chairman), Hugo Banziger, Tessen von
Heydebreck, Anthony Di Iorio, Hermann-Josef Lamberti

<PAGE>

Page 2 of 27

Item 2. The  terms of the  particular  Transaction  to which  this  Confirmation
relates are as follows:

<TABLE>
<CAPTION>
<S>                                                  <C>
         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:
                                                     45671AAA8

                                                     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 15, 2007

         Effective Date:                             November 29, 2007

         Termination Date:                           January   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  December 25, 2007, 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  December 25, 2007, 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
</TABLE>

<PAGE>

Page 3 of 27

<TABLE>
<CAPTION>
<S>                                                  <C>
                  Floating Rate Spread:              Prior  to  the  first  date  on  which  an   Optional
                                                     Termination  is  permitted  to occur  under  the PSA,
                                                     0.45% and, thereafter 0.90%

                  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  December 1, 2007,  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  December 25, 2007, 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
</TABLE>

<PAGE>

Page 4 of 27

<TABLE>
<CAPTION>
<S>                                                  <C>
                                                                               *

                                                              (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
</TABLE>

<PAGE>

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".

      (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).

      (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:

      (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
            Fitch First Trigger  Ratings  Threshold (as shown in the most recent
            annual  audited  financial  statements of such entity  determined in
            accordance with generally accepted accounting principles).

<PAGE>

Page 6 of 27

      (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.

(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:

<PAGE>

Page 7 of 27

                  "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>

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>

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>

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:

<TABLE>
<CAPTION>
Party required to     Form/Document/                                      Date by which to
deliver document      Certificate                                         be delivered
<S>                   <C>                                                 <C>
Party A               An  original  properly  completed  and  executed    (i) upon execution of this Agreement,  (ii) on
                      United  States  Internal  Revenue  Service  Form    or before  the first  payment  date under this
                      W-8ECI   or  other   applicable   form  (or  any    Agreement,   including   any  Credit   Support
                      successor  thereto)  together  with  appropriate    Document,  (iii)  promptly upon the reasonable
                      attachments,   with   respect  to  any  payments    demand   by  Party  B,   (iv)   prior  to  the
                      received  or to be  received  by  Party  A  that    expiration or  obsolescence  of any previously
                      eliminates U.S.  federal  withholding and backup    delivered  form,  and (v)  promptly  upon  the
                      withholding  Tax on  payments  to  Party A under    information on any such  previously  delivered
                      this Agreement.                                     form becoming inaccurate or incorrect.

Party B               (i)  Upon  execution  of  this   Agreement,   an    (i) upon execution of this Agreement,  (ii) on
                      original properly  completed and executed United    or before  the first  payment  date under this
                      States  Internal  Revenue  Service  Form W-9 (or    Agreement,   including   any  Credit   Support
                      any  successor  thereto)  with  respect  to  any    Document,   (iii)   in  the   case  of  a  tax
                      payments  received  or to  be  received  by  the    certification  form  other  than a  Form  W-9,
                      initial  beneficial owner of payments to Party B    before  December  31 of each third  succeeding
                      under this Agreement,  and (ii) thereafter,  the    calendar   year,   (iv)   promptly   upon  the
                      appropriate tax  certification  form (i.e.,  IRS    reasonable  demand  by Party  A, (v)  prior to
                      Form W-9 or IRS Form W-8BEN,  W-8IMY,  W-8EXP or    the   expiration   or   obsolescence   of  any
                      W-8ECI,  as applicable  (or any  successor  form    previously  delivered  form, and (vi) promptly
                      thereto)) with respect to any payments  received    upon  obtaining   actual  knowledge  that  the
                      or to be  received  by the  beneficial  owner of    information on any such  previously  delivered
                      payments  to Party B under this  Agreement  from    form becoming inaccurate or incorrect.
                      time to time.
</TABLE>

<PAGE>

page 11 of 27

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

<TABLE>
<CAPTION>
Party required to      Form/Document/                                     Date by which to                     Covered by
deliver document       Certificate                                        be delivered                         Section 3(d)
                                                                                                               Representation
<S>                    <C>                                                <C>                                  <C>
Party A and            Any documents required by the receiving party      Upon the execution and delivery      Yes
Party B                to  evidence  the  authority  of the delivering    of this Agreement
                       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

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

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

Party A                Quarterly  Financial  Statements  of  Party  A     Promptly upon  becoming  publicly    Yes
                       containing unaudited,  consolidated  financial     available
                       statements   of  Party  A's   fiscal   quarter
                       prepared   in   accordance    with   generally
                       accepted accounting  principles in the country
                       in which Party A is organized

Party A                An opinion  of  counsel to Party A  reasonably     Upon the  execution  and delivery    No
                       acceptable to Party B.                             of this Agreement

Party B                An  executed  copy of the  PSA  and the  other     Within 30 days  after the date of    No
                       material  deal   documents   related  to  this     this Agreement
                       Transaction.
</TABLE>

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>

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 - IN07D8
      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>

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>

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-AR8,  (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>

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)   [Reserved]

            (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.

            (C)   A Fitch  Second  Trigger  Downgrade  Event has occurred and is
                  continuing  and at least 30 calendar  days have elapsed  since
                  such Fitch Second Trigger Downgrade Event first occurred.

      (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

<PAGE>

Page 16 of 27

            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 S&P
      Required Ratings Threshold and the Fitch First Trigger Ratings Threshold.

(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,

<PAGE>

Page 17 of 27

      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 and Fitch, 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 of  Payments  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   accordance   with  Section   6(d)(ii)  is  a
      Distribution Date, such payment will be payable on such Distribution Date.

<PAGE>

Page 18 of 27

(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 and Fitch.

(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, 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

<PAGE>

Page 19 of 27

      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. ss.
                  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 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.

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(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 S&P  Approved  Ratings
      Threshold and the Fitch First Trigger 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  Fitch,  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 Fitch,  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 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.

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      "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 Fitch of at least "AA-" and a  short-term
      unsecured  and  unsubordinated  debt  rating from Fitch of "F1" 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  Fitch  of at  least  "AA-"  and a
      short-term unsecured and unsubordinated debt rating from Fitch of "F1", in
      either case if Fitch 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.

      "Fitch" means Fitch Ratings Ltd., or any successor thereto.

      "Fitch First Trigger Ratings  Threshold"  means,  with respect to Party A,
      the guarantor under an Eligible Guarantee,  or an Eligible Replacement,  a
      long-term unsecured and unsubordinated debt rating from Fitch of "A" and a
      short-term unsecured and unsubordinated debt rating from Fitch of "F1".

      "Fitch Second Trigger  Downgrade  Event" means that no Relevant Entity has
      credit  ratings  from  Fitch at least  equal to the Fitch  Second  Trigger
      Ratings Threshold.

      "Fitch Second Trigger Ratings  Threshold"  means, with respect to Party A,
      the guarantor under an Eligible Guarantee,  or an Eligible Replacement,  a
      long-term  unsecured and unsubordinated debt rating from Fitch of "A-" and
      a short-term unsecured and unsubordinated debt rating from Fitch of "F2".

      "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

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      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) the Rating  Agency  Condition  is  satisfied  with respect to S&P and
      Fitch; (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  Fitch,  to the  extent  that  each  such  rating  agency  is then
      providing  a  rating  for any of the  IndyMac  INDA  Mortgage  Loan  Trust
      2007-AR8  Mortgage   Pass-Through   Certificates,   Series  2007-AR8  (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.

      "Required  Ratings  Threshold"  means  each  of the S&P  Required  Ratings
      Threshold and the Fitch Second Trigger 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.

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Page 23 of 27

      "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.]

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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-AR8
                                    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>

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/ Audrey Kong
         -----------------------------------
         Name:   Audrey Kong
         Title:  Associate

By:      /s/ Costantino Palermo
         -----------------------------------
         Name:   Costantino Palermo
         Title:  Associate

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-AR8

By:      /s/ Jennifer Hermansader
         -----------------------------------
         Name:   Jennifer Hermansader
         Title:  Associate

By:      /s/ Marion Hogan
         -----------------------------------
         Name:   Marion Hogan
         Title:  Associate



REFERENCE NUMBER: N727633N

<PAGE>

Page 26 of 27


                                     Annex A

                    Paragraph 13 of the Credit Support Annex



<PAGE>

Page 27 of 27

                                     Annex B

                               Item 1115 Agreement