EXHIBIT 10.2
                                  ------------

                           The Credit Support Annex.

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                                     ANNEX A


                                     ISDA(R)
                              CREDIT SUPPORT ANNEX
                             to the Schedule to the
                              ISDA Master Agreement
                      dated as of November 29, 2007 between
   Deutsche Bank AG, New York Branch (hereinafter referred to as "Party A" or
                                   "Pledgor")
                                       and
    Deutsche Bank National Trust Company, not in its individual or corporate
      capacity but solely as Supplemental Interest Trustee on behalf of the
   Supplemental Interest Trust in respect of IndyMac INDA Mortgage Loan Trust
                                    2007-AR8
           (hereinafter referred to as "Party B" or "Secured Party").


  For the avoidance of doubt, and notwithstanding anything to the contrary that
    may be contained in the Agreement, this Credit Support Annex shall relate
     solely to the Transaction documented in the Confirmation dated November
        29, 2007, between Party A and Party B, Reference Number N727633N.


Paragraph 13.  Elections and Variables.

(a)   Security  Interest for  "Obligations".  The term  "Obligations" as used in
      this Annex includes the following additional obligations:

      With respect to Party A: not applicable.

      With respect to Party B: not applicable.

(b)   Credit Support Obligations.

      (i)   Delivery Amount, Return Amount and Credit Support Amount.

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

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

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

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

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

REFERENCE NUMBER: N727633N


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

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

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

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

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

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

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

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

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

      (ii)  Eligible Collateral.

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

                      S&P Approved    S&P Required
                         Ratings         Ratings           Fitch
                        Valuation       Valuation        Valuation
     Collateral        Percentage      Percentage       Percentage
     ----------        ----------      ----------       ----------
(A) Cash                  100%             80%             100%

(B) Fixed-rate
    negotiable debt       98.0%           78.4%            99.5%
    obligations

REFERENCE NUMBER: N727633N


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    issued by the
    U.S. Treasury
    Department
    having a
    remaining
    maturity on
    such date of
    not more than
    one year

(C) Fixed-rate
    negotiable debt
    obligations
    issued by the
    U.S. Treasury
    Department
    having a
    remaining             92.6%           74.1%            93.9%
    maturity on
    such date of
    more than one
    year but not
    more than ten
    years

(D) Fixed-rate
    negotiable debt
    obligations
    issued by the
    U.S. Treasury
    Department
    having a
    remaining             84.6%           67.7%            92.7%
    maturity on
    such date of
    more than ten
    years but not
    more than 15
    years

      (iii) Other Eligible Support.

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

            Not applicable.

      (iv)  Threshold.

      (A)   "Independent Amount" means zero with respect to Party A and Party B.


REFERENCE NUMBER: N727633N

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

            "Fitch  Threshold"  means, with respect to Party A and any Valuation
            Date, if a Fitch First Trigger  Downgrade  Event has occurred and is
            continuing  and such Fitch First  Trigger  Downgrade  Event has been
            continuing  (i) for at least 30  calendar  days or (ii)  since  this
            Annex was executed, zero; otherwise, infinity.

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

      (C)   "Minimum  Transfer  Amount" means USD 25,000 with respect to Party A
            and Party B.

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

(c)   Valuation and Timing.

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

      (ii)  "Valuation  Date" means the first Local Business Day in each week on
            which any of the S&P Threshold or the Fitch Threshold is zero.

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

      (iv)  "Notification  Time"  means 11:00  a.m.,  New York time,  on a Local
            Business Day.

      (v)   External Verification.  Notwithstanding  anything to the contrary in
            the definitions of Valuation Agent or Valuation Date, at any time at
            which no  Relevant  Entity  has credit  ratings  from Fitch at least
            equal to a Fitch  Intermediate  Trigger Downgrade Event has occurred
            and is continuing, the Valuation Agent shall (A) calculate the Fitch
            Value of Posted Credit Support and the Secured  Party's  Exposure on
            each  Valuation  Date based on  internal  marks and (B) verify  such
            calculations  with  external  marks  weekly by obtaining on the last
            Local  Business Day of each calendar week one external mark for each
            Transaction  to which this Annex  relates and for all Posted  Credit
            Support.  Each external  mark in respect of a  Transaction  shall be
            obtained from an independent Reference  Market-maker.  The Valuation
            Agent  shall  obtain  these  external  marks  directly or through an
            independent  third party,  in either case at no cost to Party B. The
            Valuation Agent shall calculate on each Valuation Date (for purposes
            of this paragraph, the last Local Business Day in each calendar week
            shall be considered a Valuation Date) the Secured  Party's  Exposure
            and the

REFERENCE NUMBER: N727633N

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            Fitch  Value  of  Posted  Collateral  based  on the  greater  of the
            Valuation Agent's internal marks and the external mark received.

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

(e)   Substitution.

      (i)   "Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

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

(f)   Dispute Resolution.

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

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

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

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

      (iii) Alternative. The provisions of Paragraph 5 will apply.

(g)   Holding and Using Posted Collateral.

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

            Party B may  appoint as  Custodian  (A) the entity  then  serving as
            Supplemental  Interest  Trustee  or (B) any  entity  other  than the
            entity then serving as Supplemental  Interest  Trustee if such other
            entity (or, to the extent  applicable,  its parent company or credit
            support  provider)  (i) shall then have credit  ratings from S&P and
            Fitch at least equal to the Custodian Required Rating Threshold, and
            (ii) is a depository  institution that (a) is subject to supervision
            or examination by a federal or state  authority,  (b) has a combined
            capital and surplus of at least $15 million and (c) is  qualified to
            do  business  in New York.  If any entity  referred to in clause (B)
            above is the Custodian for Party

REFERENCE NUMBER: N727633N

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            B and such entity fails after its  appointment  as Custodian to meet
            the Custodian Required Rating Threshold,  Party B shall replace such
            Custodian with an entity meeting the applicable  requirements  above
            within 60 days following such failure to meet the Custodian Required
            Rating Threshold.

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

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

(h)   Distributions and Interest Amount.

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

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

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

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

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

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

(j)   Other Eligible Support and Other Posted Support.

      (i)   "Value"  with  respect to Other  Eligible  Support and Other  Posted
            Support means: not applicable.

      (ii)  "Transfer"  with respect to Other Eligible  Support and Other Posted
            Support means: not applicable.

REFERENCE NUMBER: N727633N

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

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

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

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

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

      Party A account details for holding collateral

              A/C With:            DB Trust Co. Americas, New York
              Swift Code:          BKTRUUS33 / ABA 021001033
              Favour of:           Deutsche Bank AG, New York
              Account Number:      01 473 969
              Reference:           (please provide)

      Party B's Custodian account details for holding collateral:

                                   Deutsche Bank Trust Co-Americas
              ABA Number:          021-001-033
              Account Number:      01419663
              Account Name:        NYLTD Funds Control - Stars West
              Ref:                 IndyMac INDA Mortgage Loan Trust 2007-AR8
                                   (Swap Account)

(m)   Other Provisions.

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

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

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

REFERENCE NUMBER: N727633N

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            Paragraph  8(b)(iv)(B)  and  Paragraph  11(a) is hereby  amended  by
            deleting  the word "Value" and  inserting in lieu thereof  "least of
            the S&P Value and Fitch Value".

      (iv)  Form of  Annex.  Party A and Party B hereby  agree  that the text of
            Paragraphs 1 through 12, inclusive,  of this Annex is intended to be
            the printed form of ISDA Credit Support Annex (Bilateral Form - ISDA
            Agreements  Subject to New York Law Only  version) as published  and
            copyrighted  in  1994 by the  International  Swaps  and  Derivatives
            Association, Inc.

      (v)   Events of Default.  Paragraph 7 will not apply to cause any Event of
            Default to exist with respect to Party B except that  Paragraph 7(i)
            will  apply to Party B solely in  respect  of Party B's  obligations
            under Paragraph 3(b) of the Credit Support Annex.

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

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

      (viii) Additional Definitions. As used in this Annex:

            "Custodian  Required  Rating  Threshold"  means,  with respect to an
            entity, (i) a short-term  unsecured and  unsubordinated  debt rating
            from S&P of "A-1,"  or, if such  entity  does not have a  short-term
            unsecured  and  unsubordinated  debt  rating  from S&P, a  long-term
            unsecured and unsubordinated debt rating or counterparty rating from
            S&P of "A+", and (ii) a long-term  unsecured and unsubordinated debt
            rating  from  Fitch  of  "BBB"  and  a  short-term   unsecured   and
            unsubordinated debt rating from Fitch of "F2".

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

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

            "Fitch Credit Support Amount" means, for any Valuation Date:

            (A)   if the Fitch  Threshold  for such  Valuation  Date is zero, an
                  amount  equal to the sum of (1) 100.0% of the Secured  Party's
                  Exposure  for such  Valuation  Date and (2) the sum,  for each
                  Transaction to which this Annex relates, of the product of (i)
                  the related  Fitch  Volatility  Cushion for such  Transaction,
                  (ii)  the   Scale   Factor   (as   defined   in  the   related
                  Confirmation),  if any, for such  Transaction  or, if no Scale
                  Factor is applicable for such Transaction,  one, and (iii) the
                  Notional Amount of such Transaction for the Calculation Period
                  of such  Transaction  which includes such Valuation  Date, and
                  (iv) 105%, or

            (B)   if the Fitch  Threshold for such  Valuation  Date is infinity,
                  zero.

            "Fitch Intermediate  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 "BBB+" and a short-term  unsecured and  unsubordinated
            debt rating from Fitch of "F2".

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

            "Fitch Valuation  Percentage" means, for any Valuation Date and each
            item of Eligible Collateral,  the corresponding  percentage for such
            Eligible   Collateral  in  the  column   headed   "Fitch   Valuation
            Percentage".

            "Fitch  Value"  means,  on any date and with respect to any Eligible
            Collateral  other  than  Cash,  the  product  of (x) the  bid  price
            obtained by the Valuation Agent for such Eligible Collateral and (y)
            the Fitch  Valuation  Percentage  for such Eligible  Collateral  set
            forth in paragraph 13(b)(ii).

            "Fitch Volatility Cushion" means, for any Transaction, 0.19%.

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

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

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

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

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

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

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

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

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

REFERENCE NUMBER: N727633N

<PAGE>

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

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

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

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

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

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

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

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

            "Value"  shall mean,  in respect of any date,  the related S&P Value
            and the related Fitch Value.

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REFERENCE NUMBER: N727633N

<PAGE>



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

<TABLE>
<CAPTION>
<S>                                                          <C>
DEUTSCHE BANK AG, NEW YORK BRANCH                            DEUTSCHE  BANK   NATIONAL   TRUST   COMPANY,   NOT  IN  ITS
                                                             INDIVIDUAL   OR   CORPORATE    CAPACITY   BUT   SOLELY   AS
                                                             SUPPLEMENTAL    INTEREST   TRUSTEE   ON   BEHALF   OF   THE
                                                             SUPPLEMENTAL  INTEREST  TRUST IN RESPECT  OF  INDYMAC  INDA
                                                             MORTGAGE LOAN TRUST 2007-AR8

By: /s/ Audrey Kong                                          By: /s/ Jennifer Hermansader
   -----------------------------------------                    -----------------------------------------
   Name    Audrey Kong                                          Name:   Jennifer Harmansader
   Title:  Associate                                            Title:  Associate
   Date:   November 29, 2007                                    Date:   November 29, 2007


By: /s/ Costantino Palermo                                   By: /s/ Marion Hogan
   -----------------------------------------                    -----------------------------------------
   Name    Costantino Palermo                                   Name:   Marion Hogan
   Title:  Associate                                            Title:  Associate
   Date:   November 29, 2007                                    Date:   November 29, 2007


</TABLE>


REFERENCE NUMBER: N727633N