efc7-1889_emailex102.htm


    Exhibit
      10.2

     

    

     

    
      	
              DATE:

               

            	
              June
                25, 2007

               

            	
               

               

            
	
               

               

            	
               

               

            	
               

               

            
	
              TO:

               

            	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely
                as
                Supplemental Interest Trust Trustee on behalf of the Supplemental
                Interest
                Trust created under the Pooling and Servicing Agreement dated as
                of June
                1, 2007 in respect of INDYMAC INDX MORTGAGE LOAN TRUST 2007-FLX5
                (“Counterparty”)

            
	
               

               

            
	
               

               

            
	
               

               

            
	
               

               

            
	
              Attention:

               

            	
              TRUST
                ADMINISTRATION

               

            	
               

               

            
	
              Facsimile:

               

            	
              714-656-2626

               

            	
               

               

            
	
              Phone:

               

            	
              714-247-6000

               

            	
               

               

            
	
               

               

            	
               

               

            	
               

               

            
	
              FROM:

               

            	
              MERRILL
                LYNCH CAPITAL SERVICES, INC. (“Party A”)

               

            
	
              CONTACT:

               

            	
              THOMAS
                MOORE

               

            	
               

               

            
	
              EMAIL

               

            	
              thmoore@exchange.ml.com

               

            	
               

               

            
	
              TEL:

               

            	
              212.236.8657

               

            	
               

               

            
	
              FAX:

               

            	
              917.778.0836

               

            	
               

               

            
	
               

               

            	
               

               

            	
               

               

            
	
              SUBJECT:

               

            	
              Interest
                Rate Swap

               

            	
               

               

            
	
               

               

            	
               

               

            	
               

               

            
	
              REFERENCE
                NUMBER:

               

            	
              07DL18133,
                3564563

               

            	
               

               

            
	
               

               

            	
               

               

            	
               

               

            


    

     

    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 Merrill Lynch Capital Services,
      Inc. (“Party A”) and Deutsche Bank National Trust Company, not individually, but
      solely as supplemental interest trust trustee (the “Supplemental Interest Trust
      Trustee”) on behalf of the supplemental interest trust with respect to the
      IndyMac INDX Mortgage Loan Trust 2007-FLX5 (the “Supplemental Interest Trust”)
      (“Party B”) created under the Pooling and Servicing Agreement, dated as of June
      1, 2007, among IndyMac MBS, Inc. as Depositor, IndyMac Bank, F.S.B. as Seller
      and Servicer, Deutsche Bank National Trust Company as Trustee, Swap Trustee
      and
      Supplemental Interest Trustee (the “Pooling and Servicing
      Agreement”).  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.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      	 	 	 	 	 	 	 	 	 
	
              Item
                2.

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

            	 	 	 
	 	 	 	 	 	 	 	 	 
	 	
              Type
                of Transaction:

            	
              Interest
                Rate Swap

            	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	
              Notional
                Amount:

            	
              USD
                395,704,478.00 subject to amortization in accordance with Schedule
                A, attached hereto.

            
	 	 	
               

            	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	
              Trade
                Date:

            	
              June
                19, 2007

            	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	
              Effective
                Date:

            	
              June
                29, 2007

            	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	
              Termination
                Date:

            	
              February
                25, 2013 [, subject to adjustment in accordance with the Modified
                Business
                Day Convention

            
	 	 	 	 	 	 	 	 	 
	 	
              Fixed
                Amounts:

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	
              Fixed
                Rate Payer:

            	
              Party
                B

            	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	
              Fixed
                Rate Payer

            	 	 	 	 	 	 	 
	 	
              Period
                End Dates:

            	
              The[25th
                calendar day
                of each month during the Term of this
                Transaction, commencing July 25, 2007, and ending on the Termination
                Date,
                Inclusive.

            
	 	 	 	 	 	 	 	 	 
	 	
              Fixed
                Rate Payer

            	 	 	 	 	 	 	 
	 	
              Payment
                Dates:

            	
              The
                25th
                calendar day of each month during the Term of this Transaction, commencing
                July 25, 2007, and ending on the Termination Date, inclusive, subject
                to
                adjustment in accordance with the Business Day Convention.

            	
               

            
	 	 	 	 	 	 	 	 	 
	 	
              Fixed
                Rate:

            	
              5.300000%

            	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	
              Fixed
                Rate Day

            	 	 	 	 	 	 	 
	 	
              Count
                Fraction:

            	
              30/360

            	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	
              No
                Adjustment to

            	 	 	 	 	 	 	 
	 	
              Period
                End Date(s):

            	
              Inapplicable

            	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	
              Floating
                Amounts:

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	
              Floating
                Rate Payer:

            	
              Party
                A

            	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	
              Floating
                Rate Payer

            	 	 	 	 	 	 	 
	 	
              Period
                End Dates:

            	
              The
                25th
                calendar day of each month during the Term of this Transaction, commencing
                July 25, 2007, and ending on the Termination Date,
                inclusive.

            	
               

            
	 	 	 	 	 	 	 	 	 
	 	
              Floating
                Rate Payer

            	 	 	 	 	 	 	 
	 	
              Payment
                Dates:

            	
              The
                [5th
                calendar day of each month during the Term of this
                Transaction, commencing July 25, 2007, and ending on the Termination
                Date,
                inclusive.

            	
               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      	
              Floating
                Rate Option:

            	
              USD-LIBOR-BBA

            
	 	 
	
              Designated
                Maturity:

            	
              One
                month

            
	 	 
	
              Floating
                Rate Day

            	 
	
              Count
                Fraction:

            	
              Actual/360]

            
	 	 
	
              Reset
                Dates:

            	
              The
                first day of each Calculation Period.

            
	 	 
	
              Compounding:

            	
              Inapplicable]

            
	 	 
	
              Business
                Days:

            	
              New
                York and London

            
	 	 
	
              Business
                Day Convention:

            	
              Modified
                Following

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    Item
      3.
      Provisions Deemed Incorporated in a Schedule to the ISDA Master
      Agreement:

     

    Part
      1. Termination Provisions.

     

    For
      the
      purposes of this Agreement:-

     

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

     

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

     

    (c)           Events
      of Default. 

     

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

     

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

     

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

     

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

     

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

     

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

     

    (vi)           The
      “Cross Default” provisions of Section 5(a)(vi) will apply to
      Party A and will not apply to Party B.  For purposes of Section
      5(a)(vi), solely with respect to Party A:

     

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

     

    “Threshold
      Amount” means with respect to Party A an amount equal to three percent (3%) of
      the shareholders’ equity of Party A or, if applicable, a guarantor under an
      Eligible Guarantee with credit ratings at least equal to the S&P Required
      Ratings Threshold and the Moody’s Second Trigger

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      

       

    

    (vii)    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 Pooling and Servicing
      Agreement, (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 Pooling and Servicing Agreement, 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.

     

    (viii) 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:

     

    “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:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      

       

    

    “(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)           In
      determining 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, Party B
      shall act in a commercially reasonable manner.

     

    (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).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    Part
      2.   Tax Matters.

     

    (a)           Tax
      Representations.

     

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

     

    (A)           Party
      A and Party B each make the following representation:

     

    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.

     

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

    (A)          Party
      A makes the following representation(s):

     

    Party
      A
      is a corporation organized under the laws of the State of Delaware.

     

    (B)   Party
      B makes the
      following representation(s):

     

    Party
      B
      is a common law trust created under the laws of the State of New York. 

     

    (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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    Part
      3.   Agreement to Deliver Documents. 

     

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

    


    
      	
              Party
                required to deliver document

            	
              Form/Document/
                Certificate

            	
              Date
                by which to be delivered

            
	 	 	 
	
              Party
                A

            	
              An
                original properly completed and executed United States Internal Revenue
                Service Form W-9 (or any successor thereto) with respect to any payments
                received or to be received by Party A that eliminates U.S. federal
                withholding and backup withholding Tax on payments to Party A under
                this
                Agreement.

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

            
	 	 	 
	
              Party
                B

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

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

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

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

    


    
      	
              Party
                required to deliver document

            	
              Form/Document/
                Certificate

            	
              Date
                by which to be delivered

            	
              Covered
                by Section 3(d) Representation

            
	 	 	 	 
	
              Party
                A and Party B

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

            	
              Upon
                the execution and delivery of this Agreement

            	
              Yes

            
	 	 	 	 
	
              Party
                A and Party B

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

            	
              Upon
                the execution and delivery of this Agreement

            	
              Yes

            
	 	 	 	 
	
              Party
                A

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

            	
              Promptly
                upon becoming publicly available

            	
              Yes

            
	 	 	 	 
	
              Party
                A

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

            	
              Promptly
                upon becoming publicly available

            	
              Yes

            
	 	 	 	 
	
              Party
                A

            	
              An
                opinion of counsel to Party A

              reasonably
                acceptable to Party B.

            	
              Upon
                the execution and delivery of this Agreement

            	
              No

            
	 	 	 	 
	
              Party
                A

            	
              A
                guarantee of Merrill Lynch & Co., Inc.

            	
              Upon
                the execution and delivery of this Agreement

            	
              No

            
	 	 	 	 
	
              Party
                A

            	
              An
                opinion of counsel to Party A’s Guarantor reasonably acceptable to Party
                B

            	
              Upon
                the execution and delivery of this Agreement

            	
              No

            
	 	 	 	 	 
	
              Part
                4.

            	
              Miscellaneous.

            	 	 
	 	 	 	 	 
	
              (a)

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

            	 
	 	 	 	 	 
	 	
              Address
                for notices or communications to Party A:

            	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    
      	 	 	 	 	 
	 	
              Address:

            	
              Merrill
                Lynch World Headquarters

            	 
	 	 	
              4
                World Financial Center, 18th
                Floor

            	 
	 	 	
              New
                York, New York 10080

            	 
	 	
              Attention:

            	
              Swap
                Group

            	 	 
	 	
              Facsimile
                No.:

            	
              917-778-0836

            	 	 
	 	
              Telephone
                No.:

            	
              212-449-2467

            	 	 
	 	 	 	 	 
	 	
              (For
                all purposes)

            	 	 
	 	 	 	 	 
	 	
              Additionally,
                a copy of all notices pursuant to Sections 5, 6, and 7 as well as
                any
                changes to counterparty’s

            	 
	 	
              address,
                telephone number or facsimile number should be sent to:

            	 
	 	 	 	 	 
	 	 	
              GMI
                Counsel

            	 	 
	 	 	
              Merrill
                Lynch World Headquarters

            	 
	 	 	
              4
                World Financial Center, 12th
                Floor

            	 
	 	 	
              New
                York, New York 10080

            	 
	 	
              Attention:

            	
              Swaps
                Legal

            	 	 
	 	
              Facsimile
                No.:

            	
              212-449-6993

            	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              Address
                for notices or communications to Party B:

            	 
	 	 	 	 	 
	 	
              Address:

            	
              IndyMac
                INDX Mortgage Loan Trust 2007-FLX5

            	 
	 	 	
              c/o
                Deutsche Bank National Trust Company

            	 
	 	 	
              1761
                East St. Andrew Place

            	 
	 	 	
              Santa
                Ana, CA 92705

            	 
	 	
              Attention:

            	
              Trust
                Administration

            	 
	 	
              Facsimile:

            	
              714-656-2626

            	 	 
	 	
              Phone:

            	
              714-247-6000

            	 	 
	 	 	 	 	 
	 	
              (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 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.

     

    (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).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      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 Pooling and Servicing Agreement.

      Each
        reference herein to a “Section” (unless specifically referencing the
        Pooling and Servicing Agreement) 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) 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 (ii) it has consulted with
        its
        own legal, regulatory, tax, business, 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. 

       

      (vii)  
        Local Business Day.  The definition of Local
        Business Day in Section 14 is hereby amended by the addition of the words
“or
        any Credit Support Document” after “Section 2(a)(i)” and the addition of the
        words “or Credit Support Document” after “Confirmation”.  


       

      (c)
         
        Additional Termination Events.  The following Additional
        Termination Events will apply: 

       

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

       

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

       

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

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        

         

      

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

       

      (iii)    Amendment
        of Pooling and Servicing Agreement.  If, without the prior written consent of
        Party A where such
        consent is required under the Pooling and Servicing Agreement (such consent
        not
        to be unreasonably withheld, conditioned or delayed), an amendment is made
        to
        the Pooling and Servicing Agreement 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 Pooling and Servicing Agreement
        that is entered into solely for the purpose of appointing a successor servicer,
        master servicer, securities administrator, 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)
         
        [Reserved.]  

       

      (vi)           Optional
        Termination of Securitization.  An Additional Termination Event shall occur
        upon the notice to
        Certificateholders of an Optional Termination becoming unrescindable in
        accordance with Article 9 of the Pooling and Servicing Agreement (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 Moody’s Second Trigger Threshold.  


       

      (e) 
        
        Compliance with Item 1115 of Regulation
        AB. 

       

      Party
        A and Party B hereby agree that the terms of the Item 1115
        Agreement, dated as of June 29, 2006 (the “Item 1115
        Agreement”), among IndyMac Bank, F.S.B., IndyMac MBS, Inc., IndyMac
        ABS, Inc. and Party A shall be incorporated by reference into this Agreement
        and
        Party B shall be an express third party beneficiary of the Item 1115 Agreement.
        A copy of the Item 1115 Agreement is annexed hereto at Annex B

       

      (f)
          
        Transfers.  

       

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

       

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

       

      (a)
         
Party
        A may
        make a Permitted Transfer (1) pursuant to Section 6(b)(ii) or the Item 1115
        Agreement incorporated by reference pursuant to Part 5(e) above, (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 in connection with a transfer
        pursuant to Section 8.09 of the Pooling and Servicing Agreement, and


       

      (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, take any reasonable steps required to be taken by Party B 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 Supplemental Interest Trust and the proceeds thereof, in accordance
        with the priority of payments and other terms of the Pooling and Servicing
        Agreement 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 [Supplemental Interest Trust] and the proceeds thereof, should
        be
        insufficient to satisfy all claims outstanding and following the realization
        of
        the account held by the Supplemental Interest Trust and the proceeds thereof,
        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 Trust 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 in the account held by the
        Supplemental Interest Trust from the Trust created pursuant to the Pooling
        and
        Servicing Agreement. This provision will survive the termination of this
        Agreement. 

       

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

       

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

       

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

       

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

       

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

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

      (m)
        
        Proceedings.  No Relevant Entity shall institute against,
        or cause any other person to institute against, or join any other person
        in
        instituting against Party B, the Supplemental Interest Trust, or the trust
        formed pursuant to the Pooling and Servicing Agreement, 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 and any Notes.  This provision will
        survive the termination of this Agreement.
                              
 

       

      (n)
         
        Supplemental Interest Trust Trustee Liability
        Limitations.  It is expressly understood and agreed by the parties
        hereto that (a) any such documentation is executed and delivered by Deutsche
        Bank National Trust Company (“DBNTC”) not in its individual capacity, but solely
        as Supplemental Interest Trust Trustee under the Pooling and Servicing Agreement
        in the exercise of the powers and authority conferred and invested in it
        thereunder; (b) DBNTC has been directed pursuant to the Pooling and Servicing
        Agreement 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 DBNTC 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, 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.
        

       

      (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 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 that [the Depositor] has
        appointed [•] as agent under [insert name of agreement] to carry out [certain
        functions] on behalf of Party B, and that [•] shall be entitled to give notices
        and  to perform and satisfy the obligations of Party B hereunder on behalf
        of Party B. [NEED INFORMATION ON AGENT, IF ANY, TO COMPLETE THIS
        SECTION.]

       

      (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. 

      (ii)
         
        Capacity.  Party A represents to Party B on the date on
        which Party A enters into this Agreement that it is entering into the Agreement
        and the Transaction as principal and not as agent of any person.  The
        Supplemental Interest Trust Trustee represents to Party A on the date on
        which
        the Supplemental Interest Trust Trustee executes this Agreement that it is
        executing the Agreement in its capacity as Supplemental Interest Trust
        Trustee.

       

      (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 Pooling and Servicing Agreement
        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 Moody’s 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 (as determined by Party B in its sole discretion, acting
        in a
        commercially reasonable manner) 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, the form and substance of which guarantee
        are
        subject to the Rating Agency Condition with respect to S&P and either (A) a
        law firm has given a legal opinion confirming that none of the guarantor’s
        payments to Party B under such guarantee will be subject to deduction or
        Tax
        collected by withholding and such opinion has been delivered to Moody’s, or (B)
        such guarantee provides that, in the event that any of such guarantor’s payments
        to Party B are subject to deduction or Tax collected by withholding, such
        guarantor is required to pay such additional amount as is necessary to ensure
        that the net amount actually received by Party B (free and clear of any Tax
        collected by withholding) will equal the full amount Party B would have received
        had no such deduction or withholding been required, or (C) in the event that
        any
        payment under such guarantee is made net of deduction or withholding for
        Tax,
        Party A is required, under Section 2(a)(i), to make such additional payment
        as
        is necessary to ensure that the net amount actually received by Party B from
        the
        guarantor will equal the full amount Party B would have received had no such
        deduction or withholding been required.

       

      “Eligible
        Replacement” means an entity
        (A) that lawfully could perform the obligations owing to Party B under this
        Agreement (or its replacement, as applicable), (B) (I) (x)
        which has credit ratings from S&P at least equal to the 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 with
        credit
        ratings from S&P at least equal to the S&P Required Ratings Threshold,
        in either case if S&P is a Rating Agency, and (II) (x) which has credit
        ratings from Moody’s at least equal to the Moody’s Second
        Trigger 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
        with
        credit ratings from Moody’s at least equal to the Moody’s Second Trigger Ratings
        Threshold, in either case if Moody’s is a Rating Agency  and (C) that has
        executed an Item 1115 Agreement with Depositor.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

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

       

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

       

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

       

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

       

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

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        

         

      

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

       

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

       

      “Permitted
        Transfer” means a transfer by
        novation by Party A, pursuant to Section 6(b)(ii) or the Item 1115 Agreement
        which is incorporated by reference pursuant to Part 5(e), or which is described
        in Sections 7(a)(2) or (3) (as amended herein), to a transferee (the
“Transferee”) of Party A’s rights, liabilities, duties and
        obligations under this Agreement, with respect to which transfer each of
        the
        following conditions is satisfied: (a) the Transferee is an Eligible
        Replacement; (b) Party A and the Transferee are both “dealers in notional
        principal contracts” within the meaning of Treasury regulations section
        1.1001-4; (c) as of the date of such transfer the Transferee would not be
        required to withhold or deduct on account of Tax from any payments under
        this
Agreement or would be required to gross up for such
        Tax
        under Section 2(d)(i)(4); (d) an Event of Default or Termination Event would
        not
        occur as a result of such transfer; (e) the Transferee contracts with Party
        B
        pursuant to a written instrument (the “Transfer Agreement”) (A)
        (i) on terms which are effective to transfer to the Transferee all, but not
        less
        than all, of Party A’s rights, liabilities, duties and obligations under the
        Agreement and all relevant Transactions, which terms are identical to the
        terms
        of this Agreement, other than party names, dates relevant to the effective
        date
        of such transfer, tax representations (provided that the representations
        in Part
        2(a)(i) are not modified) and any other representations regarding the status
        of
        the substitute counterparty of the type included in Part 5(b)(iv), Part
        5(v)(i)(2) or Part 5(v)(ii), notice information and account details, and
        (ii)
        each Rating Agency has been given prior written notice of such transfer,
        or (B)
        (i) on terms that (x) have the effect of preserving for Party B the economic
        equivalent of all payment and delivery obligations (whether absolute or
        contingent and assuming the satisfaction of each applicable condition precedent)
        under this Agreement immediately before such transfer and (y) are, in all
        material respects, no less beneficial for Party B than the terms of this
        Agreement immediately before such transfer, as determined by Party B, and
        (ii)
        Moody’s has been given prior written notice of such transfer and the Rating
        Agency Condition is satisfied with respect to S&P; (f) Party A will be
        responsible for any costs or expenses incurred in connection with such transfer
        (including any replacement cost of entering into a replacement transaction);
        and
        (g) such transfer otherwise complies with the terms of the Pooling and Servicing
        Agreement.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        

         

      

      “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 or Notes.

       

      “Rating
        Agencies” mean, with respect to
        any date of determination, each of S&P,and Moody’s to the extent that each
        such rating agency is then providing a rating for any of the Mortgage
        Pass-Through Certificates Series 2007-FLX5 (the “Certificates”) or any notes
        backed by any of the Certificates (the “Notes”).

       

      “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 Moody’s 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.

       

      “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.] 

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

       

    

    
      	
              Item
                4.  Account Details and Settlement Information:

            	 
	 	 
	 	 
	
              Payments
                to Party A:  [To be Provided]

            	 
	 	 
	
              Payments
                to Party B:  [To be Provided]

            	 
	 	 
	
              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.

            
	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    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,

     

    
      	
              MERRILL
                LYNCH CAPITAL SERVICES, INC. ("Party A")

            	 
	 	 	 
	 	 	 
	
              By:
                

            	/s/ 
              Alexy Edwards	 
	 	Name:   
              Alexy Edwards	 
	 	
              Title: 
Authorized
                Signatory

            	 
	 	 	 


    

    
       

      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 capacity but solely as
        Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
        Trust
        with respect to the INDYMAC INDX MORTGAGE LOAN TRUST
        2007-FLX5

       

      
        	 	 	 
	
                By:
                  

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


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

       

       

      
        	 	 	 	 
	 	 	
                SCHEDULE
                  A

              	 
	 	 	 	 
	 	 	 	 
	 	
                Calculation
                  Period

              	 
	 	
                From
                  and

              	
                To
                  but

              	
                USD

              
	 	
                Including
                  *

              	
                Excluding
                  *

              	
                Notional
                  Amount

              
	
                1

              	
                29-Jun-07

              	
                25-Jul-07

              	
                0

              
	
                2

              	
                25-Jul-07

              	
                28-Aug-07

              	
                0

              
	
                3

              	
                28-Aug-07

              	
                25-Sep-07

              	
                0

              
	
                4

              	
                25-Sep-07

              	
                25-Oct-07

              	
                0

              
	
                5

              	
                25-Oct-07

              	
                26-Nov-07

              	
                0

              
	
                6

              	
                26-Nov-07

              	
                27-Dec-07

              	
                0

              
	
                7

              	
                27-Dec-07

              	
                25-Jan-08

              	
                0

              
	
                8

              	
                25-Jan-08

              	
                25-Feb-08

              	
                0

              
	
                9

              	
                25-Feb-08

              	
                25-Mar-08

              	
                0

              
	
                10

              	
                25-Mar-08

              	
                25-Apr-08

              	
                0

              
	
                11

              	
                25-Apr-08

              	
                27-May-08

              	
                0

              
	
                12

              	
                27-May-08

              	
                25-Jun-08

              	
                395,704,477.60

              
	
                13

              	
                25-Jun-08

              	
                25-Jul-08

              	
                384,401,220.10

              
	
                14

              	
                25-Jul-08

              	
                26-Aug-08

              	
                372,890,380.60

              
	
                15

              	
                26-Aug-08

              	
                25-Sep-08

              	
                361,454,570.90

              
	
                16

              	
                25-Sep-08

              	
                27-Oct-08

              	
                350,660,543.90

              
	
                17

              	
                27-Oct-08

              	
                25-Nov-08

              	
                343,107,650.40

              
	
                18

              	
                25-Nov-08

              	
                29-Dec-08

              	
                336,748,454.80

              
	
                19

              	
                29-Dec-08

              	
                26-Jan-09

              	
                330,518,559.90

              
	
                20

              	
                26-Jan-09

              	
                25-Feb-09

              	
                324,849,778.70

              
	
                21

              	
                25-Feb-09

              	
                25-Mar-09

              	
                319,448,540.90

              
	
                22

              	
                25-Mar-09

              	
                27-Apr-09

              	
                314,962,572.40

              
	
                23

              	
                27-Apr-09

              	
                26-May-09

              	
                310,147,077.50

              
	
                24

              	
                26-May-09

              	
                25-Jun-09

              	
                304,824,413.10

              
	
                25

              	
                25-Jun-09

              	
                27-Jul-09

              	
                299,452,117.10

              
	
                26

              	
                27-Jul-09

              	
                25-Aug-09

              	
                293,784,017.30

              
	
                27

              	
                25-Aug-09

              	
                25-Sep-09

              	
                287,689,475.00

              
	
                28

              	
                25-Sep-09

              	
                26-Oct-09

              	
                281,870,137.00

              
	
                29

              	
                26-Oct-09

              	
                25-Nov-09

              	
                276,174,349.90

              
	
                30

              	
                25-Nov-09

              	
                29-Dec-09

              	
                271,334,703.10

              
	
                31

              	
                29-Dec-09

              	
                25-Jan-10

              	
                266,353,787.50

              
	
                32

              	
                25-Jan-10

              	
                25-Feb-10

              	
                261,818,434.50

              
	
                33

              	
                25-Feb-10

              	
                25-Mar-10

              	
                257,364,632.60

              
	
                34

              	
                25-Mar-10

              	
                26-Apr-10

              	
                253,764,783.00

              
	
                35

              	
                26-Apr-10

              	
                25-May-10

              	
                248,787,034.00

              
	
                36

              	
                25-May-10

              	
                25-Jun-10

              	
                241,907,069.80

              
	
                37

              	
                25-Jun-10

              	
                26-Jul-10

              	
                231,825,985.90

              
	
                38

              	
                26-Jul-10

              	
                25-Aug-10

              	
                221,680,412.70

              
	
                39

              	
                25-Aug-10

              	
                27-Sep-10

              	
                212,177,400.20

              
	
                40

              	
                27-Sep-10

              	
                25-Oct-10

              	
                204,353,073.00

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      
        	 	
                Calculation
                  Period

              	 
	 	
                From
                  and

              	
                To
                  but

              	
                USD

              
	 	
                Including
                  *

              	
                Excluding
                  *

              	
                Notional
                  Amount

              
	
                41

              	
                25-Oct-10

              	
                26-Nov-10

              	
                197,488,342.60

              
	
                42

              	
                26-Nov-10

              	
                29-Dec-10

              	
                191,467,792.00

              
	
                43

              	
                29-Dec-10

              	
                25-Jan-11

              	
                185,632,950.10

              
	
                44

              	
                25-Jan-11

              	
                25-Feb-11

              	
                180,258,091.20

              
	
                45

              	
                25-Feb-11

              	
                25-Mar-11

              	
                175,041,039.00

              
	
                46

              	
                25-Mar-11

              	
                26-Apr-11

              	
                170,492,380.60

              
	
                47

              	
                26-Apr-11

              	
                25-May-11

              	
                166,606,105.20

              
	
                48

              	
                25-May-11

              	
                27-Jun-11

              	
                161,845,142.10

              
	
                49

              	
                27-Jun-11

              	
                25-Jul-11

              	
                156,975,702.00

              
	
                50

              	
                25-Jul-11

              	
                25-Aug-11

              	
                151,762,656.90

              
	
                51

              	
                25-Aug-11

              	
                26-Sep-11

              	
                146,235,799.20

              
	
                52

              	
                26-Sep-11

              	
                25-Oct-11

              	
                140,908,334.60

              
	
                53

              	
                25-Oct-11

              	
                25-Nov-11

              	
                135,541,286.90

              
	
                54

              	
                25-Nov-11

              	
                28-Dec-11

              	
                130,599,721.40

              
	
                55

              	
                28-Dec-11

              	
                25-Jan-12

              	
                125,566,517.00

              
	
                56

              	
                25-Jan-12

              	
                27-Feb-12

              	
                120,711,749.10

              
	
                57

              	
                27-Feb-12

              	
                26-Mar-12

              	
                114,949,352.90

              
	
                58

              	
                26-Mar-12

              	
                25-Apr-12

              	
                109,539,263.70

              
	
                59

              	
                25-Apr-12

              	
                25-May-12

              	
                103,976,014.20

              
	
                60

              	
                25-May-12

              	
                25-Jun-12

              	
                97,645,106.87

              
	
                61

              	
                25-Jun-12

              	
                25-Jul-12

              	
                91,000,524.69

              
	
                62

              	
                25-Jul-12

              	
                28-Aug-12

              	
                83,923,031.11

              
	
                63

              	
                28-Aug-12

              	
                25-Sep-12

              	
                77,163,802.21

              
	
                64

              	
                25-Sep-12

              	
                25-Oct-12

              	
                71,135,171.66

              
	
                65

              	
                25-Oct-12

              	
                26-Nov-12

              	
                65,744,241.30

              
	
                66

              	
                26-Nov-12

              	
                27-Dec-12

              	
                61,370,286.11

              
	
                67

              	
                27-Dec-12

              	
                25-Jan-13

              	
                57,413,863.53

              
	
                68

              	
                25-Jan-13

              	
                25-Feb-13

              	
                53,828,051.26

              
	
                *
                  Such dates being subject to adjustment in accordance

              
	
                with
                  the Modified Following Business Day
                  Convention

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ANNEX
        A

      
        


        ISDA®

        CREDIT
          SUPPORT ANNEX

        to
          the
          Schedule to the

        ISDA
          Master Agreement

        dated
          as
          of June 25, 2007 between

        


        MERRILL
          LYNCH CAPITAL SERVICES, INC.

         (hereinafter
          referred to as “Party A” or
“Pledgor”)

        and

        DEUTSCHE
          BANK NATIONAL TRUST COMPANY, not individually, but solely as supplemental
          interest trust trustee (the “Supplemental Interest Trust Trustee”) on behalf of
          the supplemental interest trust with respect to the INDYMAC INDX MORTGAGE
          LOAN
          TRUST 2007-FLX5 (the “Supplemental Interest Trust”)

         (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 Interest Rate Swap Confirmation dated June
          25,
          2007, between Party A and Party B, Reference Numbers 07DL18133,
          3564563.

        


         

        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,

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                   (2)

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

                


        

         

        
          	
                   

                	
                  (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,

                


        

         

        
          	
                   

                	
                  (2)

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

                


        

         

        
          	
                   

                	
                  (II)

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

                


        

         

        
          	
                  (C)  

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

                


        

         

        


         

        
          	
                  (ii)  

                	
                  Eligible
                    Collateral.

                


        

         

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

         

        
          	
                  Collateral

                	
                  S&P
                    Approved Ratings Valuation Percentage

                	
                  S&P
                    Required Ratings Valuation Percentage

                	
                  Moody's
                    First Trigger Valuation Percentage

                	
                  Moody's
                    Second Trigger Valuation Percentage

                
	
                  (A)  Cash

                   

                	
                  100%

                	
                  80%

                	
                  100%

                	
                  100%

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

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  100%

                


        

         

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        
 

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

                   

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  94%

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

                	
                  84.6%

                	
                  67.7%

                	
                  100%

                	
                  87%

                


        

        
          	
                  (iii)  

                	
                  Other
                    Eligible Support.

                


        

         

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

         

        Not
          applicable.

         

        
          	
                  (iv)  

                	
                  Threshold.

                


        

         

        
          	
                  (A)  

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

                


        

         

        
          	
                  (B)  

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

                


        

         

        “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.

         

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

           

        

        
          	
                  (C)  

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

                


        

         

        
          	
                  (D)  

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

                


        

         

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        
          	
                  (c)  

                	
                  Valuation
                    and Timing.

                


        

         

        
          	
                  (i)  

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

                


        

         

        
          	
                  (ii)  

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

                


        

         

        
          	
                  (iii)  

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

                


        

         

        
          	
                  (iv)  

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

                


        

         

        
          	
                  (d)  

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

                


        

         

        
          	
                  (e)  

                	
                  Substitution.

                


        

         

        
          	
                  (i)  

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

                


        

         

        
          	
                  (ii)  

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

                


        

         

        
          	
                  (f)  

                	
                  Dispute
                    Resolution.

                


        

         

        
          	
                  (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 the Moody’s Value on any date, of
                    Eligible Collateral will be calculated as
                    follows:

                


        

         

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

         

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        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
          Trust Trustee or (B) any entity other than the entity then serving as
          Supplemental Interest Trust Trustee if such other entity (or, to the extent
          applicable, its parent company or credit support provider) shall then have
          credit ratings from S&P at least equal to the Custodian Required Rating
          Threshold.  If at any time the Custodian does not have credit ratings
          from S&P at least equal to the Custodian Required Rating Threshold, the
          Supplemental Interest Trust Trustee must within 60 days obtain a replacement
          Custodian with credit ratings from S&P at least equal to the Custodian
          Required Rating Threshold.

         

        Initially,
          the Custodian for Party B is: The Supplemental Interest Trust
          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 (x) AAAm or AAAm-G
                    by
                    S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s, as directed by Party
                    A (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.

                


        

         

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        
          	
                  (iv)  

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

                


        

         

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

         

        
          	
                  (i)  

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

                


        

         

        
          	
                  (j)  

                	
                  Other
                    Eligible Support and Other Posted
                    Support.

                


        

         

        
          	
                  (i)  

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

                


        

         

        
          	
                  (ii)  

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

                


        

         

        
          	
                  (k)  

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

                


        

         

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

         

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

         

        If
          to Party B’s
          Custodian:  To be provided.

         

        
          	
                  (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:
          To be provided.

         

        Party
          B:
          To be provided.

         

        Party
          B’s
          Custodian: To be provided.

         

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

                


        

         

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        
          	
                  (iv)  

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

                


        

         

        
          	
                  (v)  

                	
                  Events
                    of Default.  Paragraph 7 will not apply to cause
                    any Event of Default to exist with respect to Party B except
                    that
                    Paragraph 7(i) will apply to Party B solely in respect of Party
                    B’s
                    obligations under Paragraph 3(b) of the Credit Support
                    Annex.  Notwithstanding anything to the contrary in Paragraph 7,
                    any failure by Party A to comply with or perform any obligation
                    to be
                    complied with or performed by Party A under the Credit Support
                    Annex shall
                    only be an Event of Default if a Moody’s Second Trigger Downgrade Event
                    has occurred and is continuing and at least 30 Local Business
                    Days have
                    elapsed since such Moody’s Second Trigger Downgrade Event first
                    occurred.

                


        

         

        
          	
                  (vi)  

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

                


        

         

        
          	
                  (vii)  

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

                


          	 	 


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


        

                

        “Custodian
          Required Rating Threshold” means, with respect to an entity, a
          short-term unsecured and unsubordinated debt rating from S&P of “A-1,” or,
          if such entity does not have a short-term unsecured and unsubordinated
          debt
          rating from S&P, a long-term unsecured and unsubordinated debt rating or
          counterparty rating from S&P of “A+”.

         

        “DV01”
          means, with respect to a Transaction and any date of determination, the
          estimated change in the Secured Party’s Transaction Exposure with respect to
          such Transaction that would result from a one basis point change in the
          relevant
          swap curve on such date, as determined by the Valuation Agent in good faith
          and
          in a commercially reasonable manner in accordance with the relevant methodology
          customarily used by the Valuation Agent.  The Valuation Agent shall,
          upon request of Party B, provide to Party B a statement showing in reasonable
          detail such calculation.

         

        “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.

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

        “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 the location of Party A, Party B
          and any
          Custodian.

         

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

           

        

        
          	
                   

                	
                  (A)

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

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is zero and a Moody’s Second
                    Trigger Downgrade Event has occurred and is continuing and at
                    least 30
                    Local Business Days have elapsed since such Moody’s Second Trigger
                    Downgrade Event first occurred, an amount equal to the greatest
                    of (x)
                    zero, (y) the aggregate amount of the Next Payments for all Next
                    Payment
                    Dates, and (z) the sum of the Secured Party’s Exposure and the aggregate
                    of Moody’s Second Trigger Additional Amounts for all Transactions and
                    such
                    Valuation Date; or

                


        

         

        
          	
                   

                	
                  (C)

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

                


        

         

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

         

        the
          lesser of (x) the product of the Moody’s First Trigger DV01 Multiplier and DV01
          for such Transaction and such Valuation Date and (y) the product of (i)
          Moody’s
          First Trigger Notional Amount Multiplier, (ii) the Scale Factor, if any,
          for
          such Transaction, or, if no Scale Factor is applicable for such Transaction,
          one, and (iii) the Notional Amount for such Transaction for the Calculation
          Period for such Transaction (each as defined in the related Confirmation)
          which
          includes such Valuation Date.

         

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

         

        “Moody’s
          First Trigger DV01 Multiplier” means 25.

         

        “Moody’s
          First Trigger Notional Amount Multiplier” means 4%.

         

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

         

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

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        (A)           if
          such Transaction is not a Transaction-Specific Hedge, the lesser of (i)
          the
          product of the Moody’s Second Trigger DV01 Multiplier and DV01 for such
          Transaction and such Valuation Date and (ii) the product of (1) the Moody’s
          Second Trigger Notional Amount Multiplier, (2) the Scale Factor, if any,
          for
          such Transaction, or, if no Scale Factor is applicable for such Transaction,
          one, and (3) the Notional Amount for such Transaction for the Calculation
          Period
          of such Transaction (each as defined in the related Confirmation) which
          includes
          such Valuation Date; or

         

        (B)           if
          such Transaction is a Transaction-Specific Hedge, the lesser of (i) the
          product
          of the Moody’s Second Trigger Transaction-Specific Hedge DV01 Multiplier and
          DV01 for such Transaction and such Valuation Date and (ii) the product
          of (1)
          the Moody’s Second Trigger Transaction-Specific Hedge Notional Amount
          Multiplier, (2) the Scale Factor, if any, for such Transaction, or, if
          no Scale
          Factor is applicable for such Transaction, one, and (3) the Notional Amount
          for
          such Transaction for the Calculation Period for such Transaction (each
          as
          defined in the related Confirmation) which includes such Valuation
          Date.

         

         “Moody’s
          Second Trigger DV01 Multiplier” means 60.

         

        “Moody’s
          Second Trigger Notional Amount Multiplier” means 9%.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge DV01 Multiplier” means
          75.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge Notional Amount
          Multiplier” means 11%.

         

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

         

        
          	
                   

                	
                  (A)

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

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    a Moody’s Second Trigger Downgrade Event has occurred and is continuing
                    and at least 30 Local Business Days have elapsed since such Moody’s Second
                    Trigger Downgrade Event first occurred, the corresponding percentage
                    for
                    such Eligible Collateral in the column headed “Moody’s Second Trigger
                    Valuation Percentage”.

                


        

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

        “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

                


        

         

        
          	
                   

                	
                  (C)

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

                


        

         

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

         

        
          	
                   

                	
                  (A)

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

                


        

         

        
          	
                   

                	
                  (B)

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

                


        

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

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

         

        [Remainder
          of this page intentionally left blank]

         

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        Table
          1

         

        Moody’s
          First Trigger Factor

         

        
 

        
          	
                  Remaining

                  Weighted
                    Average Life

                  of
                    Hedge in Years

                	
                  Weekly

                  Collateral

                  Posting

                
	
                  1
                    or less

                	
                  0.25%

                
	
                  More
                    than 1 but not more than 2

                	
                  0.50%

                
	
                  More
                    than 2 but not more than 3

                	
                  0.70%

                
	
                  More
                    than 3 but not more than 4

                	
                  1.00%

                
	
                  More
                    than 4 but not more than 5

                	
                  1.20%

                
	
                  More
                    than 5 but not more than 6

                	
                  1.40%

                
	
                  More
                    than 6 but not more than 7

                	
                  1.60%

                
	
                  More
                    than 7 but not more than 8

                	
                  1.80%

                
	
                  More
                    than 8 but not more than 9

                	
                  2.00%

                
	
                  More
                    than 9 but not more than 10

                	
                  2.20%

                
	
                  More
                    than 10 but not more than 11

                	
                  2.30%

                
	
                  More
                    than 11 but not more than 12

                	
                  2.50%

                
	
                  More
                    than 12 but not more than 13

                	
                  2.70%

                
	
                  More
                    than 13 but not more than 14

                	
                  2.80%

                
	
                  More
                    than 14 but not more than 15

                	
                  3.00%

                
	
                  More
                    than 15 but not more than 16

                	
                  3.20%

                
	
                  More
                    than 16 but not more than 17

                	
                  3.30%

                
	
                  More
                    than 17 but not more than 18

                	
                  3.50%

                
	
                  More
                    than 18 but not more than 19

                	
                  3.60%

                
	
                  More
                    than 19 but not more than 20

                	
                  3.70%

                
	
                  More
                    than 20 but not more than 21

                	
                  3.90%

                
	
                  More
                    than 21 but not more than 22

                	
                  4.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  4.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  4.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  4.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  4.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  4.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  4.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  4.00%

                
	
                  More
                    than 29

                	
                  4.00%

                


        

        


         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

        Table
          2

         

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

         

        


        
          	
                  Remaining

                  Weighted
                    Average Life

                  of
                    Hedge in Years

                	
                  Weekly

                  Collateral

                  Posting

                
	
                  1
                    or less

                	
                  0.60%

                
	
                  More
                    than 1 but not more than 2

                	
                  1.20%

                
	
                  More
                    than 2 but not more than 3

                	
                  1.70%

                
	
                  More
                    than 3 but not more than 4

                	
                  2.30%

                
	
                  More
                    than 4 but not more than 5

                	
                  2.80%

                
	
                  More
                    than 5 but not more than 6

                	
                  3.30%

                
	
                  More
                    than 6 but not more than 7

                	
                  3.80%

                
	
                  More
                    than 7 but not more than 8

                	
                  4.30%

                
	
                  More
                    than 8 but not more than 9

                	
                  4.80%

                
	
                  More
                    than 9 but not more than 10

                	
                  5.30%

                
	
                  More
                    than 10 but not more than 11

                	
                  5.60%

                
	
                  More
                    than 11 but not more than 12

                	
                  6.00%

                
	
                  More
                    than 12 but not more than 13

                	
                  6.40%

                
	
                  More
                    than 13 but not more than 14

                	
                  6.80%

                
	
                  More
                    than 14 but not more than 15

                	
                  7.20%

                
	
                  More
                    than 15 but not more than 16

                	
                  7.60%

                
	
                  More
                    than 16 but not more than 17

                	
                  7.90%

                
	
                  More
                    than 17 but not more than 18

                	
                  8.30%

                
	
                  More
                    than 18 but not more than 19

                	
                  8.60%

                
	
                  More
                    than 19 but not more than 20

                	
                  9.00%

                
	
                  More
                    than 20 but not more than 21

                	
                  9.00%

                
	
                  More
                    than 21 but not more than 22

                	
                  9.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  9.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  9.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  9.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  9.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  9.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  9.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  9.00%

                
	
                  More
                    than 29

                	
                  9.00%

                


        

        


         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

        


         

        Table
          3

         

        Moody’s
          Second Trigger Factor for Transaction-Specific Hedges

         

        


        
          	
                  Remaining

                  Weighted
                    Average Life

                  of
                    Hedge in Years

                	
                  Weekly

                  Collateral

                  Posting

                
	
                  1
                    or less

                	
                  0.75%

                
	
                  More
                    than 1 but not more than 2

                	
                  1.50%

                
	
                  More
                    than 2 but not more than 3

                	
                  2.20%

                
	
                  More
                    than 3 but not more than 4

                	
                  2.90%

                
	
                  More
                    than 4 but not more than 5

                	
                  3.60%

                
	
                  More
                    than 5 but not more than 6

                	
                  4.20%

                
	
                  More
                    than 6 but not more than 7

                	
                  4.80%

                
	
                  More
                    than 7 but not more than 8

                	
                  5.40%

                
	
                  More
                    than 8 but not more than 9

                	
                  6.00%

                
	
                  More
                    than 9 but not more than 10

                	
                  6.60%

                
	
                  More
                    than 10 but not more than 11

                	
                  7.00%

                
	
                  More
                    than 11 but not more than 12

                	
                  7.50%

                
	
                  More
                    than 12 but not more than 13

                	
                  8.00%

                
	
                  More
                    than 13 but not more than 14

                	
                  8.50%

                
	
                  More
                    than 14 but not more than 15

                	
                  9.00%

                
	
                  More
                    than 15 but not more than 16

                	
                  9.50%

                
	
                  More
                    than 16 but not more than 17

                	
                  9.90%

                
	
                  More
                    than 17 but not more than 18

                	
                  10.40%

                
	
                  More
                    than 18 but not more than 19

                	
                  10.80%

                
	
                  More
                    than 19 but not more than 20

                	
                  11.00%

                
	
                  More
                    than 20 but not more than 21

                	
                  11.00%

                
	
                  More
                    than 21 but not more than 22

                	
                  11.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  11.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  11.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  11.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  11.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  11.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  11.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  11.00%

                
	
                  More
                    than 29

                	
                  11.00%

                


        

         

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

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

         

        
          	
                  MERRILL
                    LYNCH CAPITAL SERVICES, INC.

                	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not individually but solely as Supplemental
                    Interest Trust Trustee on behalf of the Supplemental Interest
                    Trust with
                    respect to the INDYMAC INDX MORTGAGE LOAN TRUST
                    2007-FLX5

                
	
                   

                   

                  By:
                    ________________________________________

                      Name:

                      Title:

                      Date:

                	
                  
                     

                     

                    By:
                      ________________________________________

                    Name:

                    Title:

                    Date:

                  

                


        

        
           

          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

             

             

            

          

        

      

    

    Annex
      B

     

    Item
      1115 Agreement

     

     

     16