efc7-1889_emailex101.htm


    Exhibit
      10.1

     

    

     

    
      	 	 	 
	
              DATE:

            	
              June
                25, 2007

            	 
	 	 	 
	
              TO:

            	
              DEUTSCHE
                BANK NATIONALTRUST COMPANY, not in itsindividual capacity but solely
                as
                Supplemental Interest Trust Trustee onbehalf of the Supplemental
                Interest
                Trust created under the Pooling andServicing Agreement dated as of
                June 1,
                2007 in respect of INDYMACINDX MORTGAGE LOAN TRUST 2007-FLX5 (“Party
                B”)

            
	 
	 
	 
	 
	
              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:

            	
              Cap
                Corridor

            	 
	 	 	 
	
              REFERENCE
                NUMBER:

            	
              07DL18132,
                3564550, 3564551

            	 


    

    


    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.

     

     

    
      
        
        

      

      
        Page
          1 of 28

        
          

        

      

      
        
        

      

    

     

    

     

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

     

    
      
        	
                Type
                  of Transaction:

              	
                CAP
                  CORRIDOR TRANSACTION

              
	 	 
	
                Notional
                  Amount:

              	
                USD
                  545,600,000.00 subject to amortization in accordance
                  with

              
	 	
                Schedule
                  A, attached hereto.

              
	 	 
	
                Trade
                  Date:

              	
                June
                  19, 2007

              
	 	 
	
                Effective
                  Date:

              	
                June
                  29, 2007

              
	 	 
	
                Termination
                  Date:

              	
                May
                  25, 2008, subject to adjustment in accordance with the Modified
                  Following Business Day Convention.

              
	 	 
	
                TRANSACTION
                  1:

              	 
	 	 
	
                Fixed
                  Amounts:

              	 
	 	 
	
                Fixed
                  Rate Payer:

              	
                Party
                  B

              
	 	 
	
                Fixed
                  Rate Payer

              	 
	
                Payment
                  Dates:

              	
                Inapplicable

              
	 	 
	
                [Fixed
                  Amount:

              	
                Inapplicable

              
	 	 
	
                Floating
                  Amounts:

              	 
	 	 
	
                Floating
                  Rate Payer:

              	
                Party
                  A

              
	 	 
	
                CAP
                  Rate:

              	
                10.30%

              
	 	 
	
                Floating
                  Rate Payer

              	 
	
                Period
                  End Date(s):

              	
                The
                  25th
                  calendar day of each month during the Term of this

              
	 	
                Transaction,
                  commencing July 25, 2007, and ending on the

              
	 	
                Termination
                  Date, subject to adjustment in accordance with the

              
	 	
                Business
                  Day Convention.

              
	 	 
	
                Floating
                  Rate Payer

              	 
	
                Payment
                  Dates:

              	
                The
                  23rd
                  calendar day of each month during the Term of this

              
	 	
                Transaction,
                  commencing July 23, 2007, and ending on the

              
	 	
                Termination
                  Date, subject to adjustment in accordance with the

              
	 	
                Modified
                  Following Business Day Convention.

              
	 	 
	
                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 


      

       

       

      
        
          
          

        

        
          Page
            2 of 28

          
            

          

        

        
          
          

        

      

       

      

       

      
        	
                TRANSACTION
                  2:

              	 
	 	 
	
                Fixed
                  Amounts:

              	 
	 	 
	
                Fixed
                  Rate Payer:

              	
                Party
                  B

              
	 	 
	
                Fixed
                  Rate Payer

              	 
	
                Payment
                  Dates:

              	
                Inapplicable

              
	 	 
	
                [Fixed
                  Amount:

              	
                Inapplicable

              
	 	 
	
                Floating
                  Amounts:

              	 
	 	 
	
                Floating
                  Rate Payer:

              	
                Party
                  A

              
	 	 
	
                CAP
                  Rate:

              	
                6.250%

              
	 	 
	
                Floating
                  Rate Payer

              	 
	
                Period
                  End Date(s):

              	
                The
                  25th
                  calendar day of each month during the Term of this

              
	 	
                Transaction,
                  commencing July 25, 2007, and ending on the

              
	 	
                Termination
                  Date, subject to adjustment in accordance with the

              
	 	
                Business
                  Day Convention.

              
	 	 
	
                Floating
                  Rate Payer

              	 
	
                Payment
                  Dates:

              	
                The
                  23rd
                  calendar day of each month during the Term of this

              
	 	
                Transaction,
                  commencing July 23, 2007, and ending on the

              
	 	
                Termination
                  Date, [subject to adjustment in accordance with the

              
	 	
                Modified
                  Following Business Day Convention].

              
	 	 
	
                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

              
	 	 
	 	 
	
                TRANSACTIONS
                  1 and 2:

              	 
	 	 
	
                Business
                  Days:

              	
                New
                  York and London

              
	 	 
	
                Business
                  Day Convention:

              	
                Modified
                  Following

              


      

    

     

     

    
      
        
        

      

      
        Page
          3 of 28

        
          

        

      

      
        
        

      

    

     

    

     

    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).

     

    
      
        
        

      

      
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          4 of 28

        
          

        

      

      
        
        

      

    

     

    

     

    (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:

     

    
      
        
        

      

      
        Page
          5 of 28

        
          

        

      

      
        
        

      

    

     

    

     

    (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:

     

    
      
        
        

      

      
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          6 of 28

        
          

        

      

      
        
        

      

       

      

       

    

    “(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).

     

     

    
      
        
        

      

      
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          7 of 28

        
          

        

      

      
        
        

      

    

     

    

     

    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.

     

     

    
      
        
        

      

      
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          8 of 28

        
          

        

      

      
        
        

      

    

     

    
 

    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.

            


    

     

     

    
      
        
        

      

      
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    (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:

              


      

       

       

      
        
          
          

        

        
          Page
            10 of 28

          
            

          

        

        
          
          

        

      

       

      
 

      
        	 	 	 
	 	
                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.

     

     

    
      
        
        

      

      
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          11 of 28

        
          

        

      

      
        
        

      

    

     

    

     

    (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).

     

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
        Page
          13 of 28

        
          

        

      

      
        
        

      

    

     

    

     

    (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.

     

    
      
        
        

      

      
        Page
          14 of 28

        
          

        

      

      
        
        

      

       

      

       

    

    (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)           [Reserved.]

     

    (iv)   [Reserved.] 

     

    (v)    [Reserved.]

     

    (vi)           

     

    Optional
      Termination of Securitization.  An Additional Termination
      Event shall occur upon the earlier of (i) the occurrence of an Optional
      Termination in accordance with Article 9 of the Pooling and Servicing Agreement
      or (ii) notice to Certificateholders of such Optional Termination becoming
      unrescindable, in accordance with Article 9 of the Pooling and Servicing
      Agreement. Party B shall be the sole Affected Party with respect to such
      Additional Termination Event; provided, however, that notwithstanding anything
      to the contrary in Section 6(b)(iv), only Party B may designate an Early
      Termination Date as a result of this Additional Termination Event.

     

    (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:

     

    
      
        
        

      

      
        Page
          15 of 28

        
          

        

      

      
        
        

      

       

      

       

    

    (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, 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.  This provision will survive the termination of
      this Agreement.

     

    (h)           [Reserved.]

     

    (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.”.

     

     

    
      
        
        

      

      
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    (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) this 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.

     

     

    
      
        
        

      

      
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          17 of 28

        
          

        

      

      
        
        

      

    

     

    

     

    (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.

     

    
      
        
        

      

      
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    (w)           Acknowledgements.

     

    (i)           Substantial
      financial transactions.  Each party hereto is hereby advised
      and acknowledges as of the date hereof that the other party has engaged in
      (or
      refrained from engaging in) substantial financial transactions and has taken
      (or
      refrained from taking) other material actions in reliance upon the entry by
      the
      parties into the Transaction being entered into on the terms and conditions
      set
      forth herein and in the 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)           

     

               Limitation
      on Events of Default.  Notwithstanding the provisions of
      Sections 5 and 6, with respect to any Transaction, if at any time and so long
      as
      Party B has satisfied in full all its payment obligations under Section 2(a)(i)
      in respect of this Transaction  ( a “Cap Transaction”) and has at the
      time no future payment obligations, whether absolute or contingent, under such
      Section in respect of such Cap Transaction, then unless Party A is required
      pursuant to appropriate proceedings to return to Party B or otherwise returns
      to
      Party B upon demand of Party B any portion of any such payment in respect of
      such Cap Transaction, (a) the occurrence of an event described in Section 5(a)
      with respect to Party B shall not constitute an Event of Default or Potential
      Event of Default with respect to Party B as Defaulting Party in respect of
      such
      Cap Transaction and (b) Party A shall be entitled to designate an Early
      Termination Date pursuant to Section 6 in respect of such Cap Transaction only
      as a result of the occurrence of a Termination Event set forth in either Section
      5(b)(i) or 5(b)(ii) with respect to Party A as the Affected Party, or Section
      5(b)(iii) with respect to Party A as the Burdened Party.  For purposes
      of this Transaction , Party A acknowledges and agrees that Party B’s only
      payment obligation under Section 2(a)(i) in respect of each Cap Transaction
      is
      to pay the related Fixed Amount on the related Fixed Amount Payer Payment
      Date.

     

    (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:

     

    
      
        
        

      

      
        Page
          19 of 28

        
          

        

      

      
        
        

      

    

     

    

     

    “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.

     

    
      
        
        

      

      
        Page
          20 of 28

        
          

        

      

      
        
        

      

    

     

    

     

    “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.

     

    “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.

     

    
      
        
        

      

      
        Page
          21 of 28

        
          

        

      

      
        
        

      

       

      

       

    

    “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”.

     

    
      
        
        

      

      
        Page
          22 of 28

        
          

        

      

      
        
        

      

       

      

       

    

    “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.

     

    
      
        
        

      

      
        Page
          23 of 28

        
          

        

      

      
        
        

      

       

      

       

    

    “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.

     

    
      
        
        

      

      
        Page
          24 of 28

        
          

        

      

      
        
        

      

       

      

       

    

    “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.]

     

    
      
        
        

      

      
        Page
          25 of 28

        
          

        

      

      
        
        

      

       

      

       

    

    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.

     

     

    
      
        
        

      

      
        Page
          26 of 28

        
          

        

      

      
        
        

      

    

     

    

     

    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

     

     

     

    
      
        
        

      

      
        Page
          27 of 28

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      	 	 	 	 
	 	 	
              SCHEDULE
                A

            	 
	 	 	 	 
	 	
              Calculation
                Period

            	 
	 	
              From
                and

            	
              To
                but

            	
              USD

            
	 	
              Including
                *

            	
              Excluding
                *

            	
              Notional
                Amount

            
	
              1

            	
              29-Jun-07

            	
              25-Jul-07

            	
              545,600,000.00

            
	
              2

            	
              25-Jul-07

            	
              28-Aug-07

            	
              533,796,312.80

            
	
              3

            	
              28-Aug-07

            	
              25-Sep-07

            	
              522,249,940.80

            
	
              4

            	
              25-Sep-07

            	
              25-Oct-07

            	
              510,955,194.60

            
	
              5

            	
              25-Oct-07

            	
              26-Nov-07

            	
              499,906,511.90

            
	
              6

            	
              26-Nov-07

            	
              27-Dec-07

            	
              489,098,455.10

            
	
              7

            	
              27-Dec-07

            	
              25-Jan-08

            	
              478,525,708.20

            
	
              8

            	
              25-Jan-08

            	
              25-Feb-08

            	
              468,183,074.20

            
	
              9

            	
              25-Feb-08

            	
              25-Mar-08

            	
              458,065,472.20

            
	
              10

            	
              25-Mar-08

            	
              25-Apr-08

            	
              448,167,935.10

            
	
              11

            	
              25-Apr-08

            	
              27-May-08

            	
              438,485,606.70

            


    

     

    
      *
        Such
        dates being subject to adjustment in accordance
        with the Modified Following Business Day
        Convention
         

         

        
          
            
            

          

          
            Page
              28 of 28

            
              

            

          

          
            
            

          

        

      

       

    

    
      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 Cap Corridor Confirmation dated June 25, 2007,
        between Party A and Party B, Reference Numbers 07DL18132, 3564550,
        3564551.

      


       

      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

        

      

       

       

      
        	
                 

              	
                 (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	%
	
                 

                (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	%


      

      
      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          3

        

      

      
      

       

      
 

      
        	
                (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.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          4

        

      

       

       

      
        	
                (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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          5

        

      

       

       

      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.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          6

        

      

       

       

      
        	
                (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”.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          7

        

      

       

       

      
        	
                (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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          8

        

      

       

       

       “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,

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          9

        

      

       

       

      (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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          10

        

      

       

       

      “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).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          11

        

      

       

       

      “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]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          12

        

      

       

       

      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%

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          13

        

      

       

       

      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%

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          14

        

      

      


       

      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%

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      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:	
                 

              	
                 By:

              	
                 

              
	 	
                Name

              	 	
                Name 

              
	 	
                Title

                Date:

              	 	
                Title

                Date:

              


      

       

      
 

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Annex
      B

     

    Item
      1115 Agreement