EXHIBIT 10.2
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The Credit Support Annex.
ANNEX A
ISDA(R)
CREDIT SUPPORT ANNEX
to the Schedule to the
ISDA Master Agreement
dated as of November 29, 2007 between
Deutsche Bank AG, New York Branch (hereinafter referred to as "Party A" or
"Pledgor")
and
Deutsche Bank National Trust Company, not in its individual or corporate
capacity but solely as Supplemental Interest Trustee on behalf of the
Supplemental Interest Trust in respect of IndyMac INDA Mortgage Loan Trust
2007-AR8
(hereinafter referred to as "Party B" or "Secured Party").
For the avoidance of doubt, and notwithstanding anything to the contrary that
may be contained in the Agreement, this Credit Support Annex shall relate
solely to the Transaction documented in the Confirmation dated November
29, 2007, between Party A and Party B, Reference Number N727633N.
Paragraph 13. Elections and Variables.
(a) Security Interest for "Obligations". The term "Obligations" as used in
this Annex includes the following additional obligations:
With respect to Party A: not applicable.
With respect to Party B: not applicable.
(b) Credit Support Obligations.
(i) Delivery Amount, Return Amount and Credit Support Amount.
(A) "Delivery Amount" has the meaning specified in Paragraph 3(a),
except that:
(I) the words "upon a demand made by the Secured Party on or
promptly following a Valuation Date" shall be deleted
and replaced with the words "not later than the close of
business on each Valuation Date",
(II) the sentence beginning "Unless otherwise specified in
Paragraph 13" and ending "(ii) the Value as of that
Valuation Date of all Posted Credit Support held by the
Secured Party." shall be deleted in its entirety and
replaced with the following:
"The "Delivery Amount" applicable to the Pledgor for any
Valuation Date will equal the greatest of
(1) the amount by which (a) the S&P Credit Support
Amount for such Valuation Date exceeds (b) the S&P
Value, as of such Valuation Date, of all Posted
Credit Support held by the Secured Party, and
REFERENCE NUMBER: N727633N
(2) the amount by which (a) the Fitch Credit Support
Amount for such Valuation Date exceeds (b) the
Fitch Value, as of such Valuation Date, of all
Posted Credit Support held by the Secured Party,
and
(III) if, on any Valuation Date, the Delivery Amount equals or
exceeds the Pledgor's Minimum Transfer Amount, the
Pledgor will Transfer to the Secured Party sufficient
Eligible Credit Support to ensure that, immediately
following such transfer, the Delivery Amount shall be
zero.
(B) "Return Amount" has the meaning specified in Paragraph 3(b),
except that:
(I) the sentence beginning "Unless otherwise specified in
Paragraph 13" and ending "(ii) the Credit Support
Amount." shall be deleted in its entirety and replaced
with the following:
"The "Return Amount" applicable to the Secured Party for
any Valuation Date will equal the least of
(1) the amount by which (a) the S&P Value, as of such
Valuation Date, of all Posted Credit Support held
by the Secured Party exceeds (b) the S&P Credit
Support Amount for such Valuation Date, and
(2) the amount by which (a) the Fitch Value, as of
such Valuation Date, of all Posted Credit Support
held by the Secured Party exceeds (b) the Fitch
Credit Support Amount for such Valuation Date, and
(II) in no event shall the Secured Party be required to
Transfer any Posted Credit Support under Paragraph 3(b)
if, immediately following such transfer, the Delivery
Amount would be greater than zero.
(C) "Credit Support Amount" shall not apply. For purposes of
calculating any Delivery Amount or Return Amount for any
Valuation Date, reference shall be made to the S&P Credit
Support Amount or the Fitch Credit Support Amount, in each
case for such Valuation Date, as provided in Paragraphs
13(b)(i)(A) and 13(b)(i)(B), above.
(ii) Eligible Collateral.
On any date, the following items will qualify as "Eligible
Collateral" (for the avoidance of doubt, all Eligible Collateral to
be denominated in USD):
S&P Approved S&P Required
Ratings Ratings Fitch
Valuation Valuation Valuation
Collateral Percentage Percentage Percentage
---------- ---------- ---------- ----------
(A) Cash 100% 80% 100%
(B) Fixed-rate
negotiable debt 98.0% 78.4% 99.5%
obligations
REFERENCE NUMBER: N727633N
issued by the
U.S. Treasury
Department
having a
remaining
maturity on
such date of
not more than
one year
(C) Fixed-rate
negotiable debt
obligations
issued by the
U.S. Treasury
Department
having a
remaining 92.6% 74.1% 93.9%
maturity on
such date of
more than one
year but not
more than ten
years
(D) Fixed-rate
negotiable debt
obligations
issued by the
U.S. Treasury
Department
having a
remaining 84.6% 67.7% 92.7%
maturity on
such date of
more than ten
years but not
more than 15
years
(iii) Other Eligible Support.
The following items will qualify as "Other Eligible Support" for the
party specified:
Not applicable.
(iv) Threshold.
(A) "Independent Amount" means zero with respect to Party A and Party B.
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(B) "S&P Threshold" means, with respect to Party A and any Valuation
Date, if an S&P Approved Ratings Downgrade Event has occurred and is
continuing and such S&P Approved Ratings Downgrade Event has been
continuing (i) for at least 10 Local Business Days or (ii) since
this Annex was executed, zero; otherwise, infinity.
"Fitch Threshold" means, with respect to Party A and any Valuation
Date, if a Fitch First Trigger Downgrade Event has occurred and is
continuing and such Fitch First Trigger Downgrade Event has been
continuing (i) for at least 30 calendar days or (ii) since this
Annex was executed, zero; otherwise, infinity.
"Threshold" means, with respect to Party B and any Valuation Date,
infinity.
(C) "Minimum Transfer Amount" means USD 25,000 with respect to Party A
and Party B.
(D) Rounding: The Delivery Amount will be rounded up to the nearest
integral multiple of USD 10,000. The Return Amount will be rounded
down to the nearest integral multiple of USD 10,000.
(c) Valuation and Timing.
(i) "Valuation Agent" means Party A; provided, however, that if an Event
of Default shall have occurred with respect to which Party A is the
Defaulting Party, Party B shall have the right to designate as
Valuation Agent an independent party, reasonably acceptable to Party
A, the cost for which shall be borne by Party A. All calculations by
the Valuation Agent must be made in accordance with standard market
practice, including, in the event of a dispute as to the Value of
any Eligible Credit Support or Posted Credit Support, by making
reference to quotations received by the Valuation Agent from one or
more Pricing Sources.
(ii) "Valuation Date" means the first Local Business Day in each week on
which any of the S&P Threshold or the Fitch Threshold is zero.
(iii) "Valuation Time" means the close of business in the city of the
Valuation Agent on the Local Business Day immediately preceding the
Valuation Date or date of calculation, as applicable; provided that
the calculations of Value and Exposure will be made as of
approximately the same time on the same date. The Valuation Agent
will notify each party (or the other party, if the Valuation Agent
is a party) of its calculations not later than the Notification Time
on the applicable Valuation Date (or in the case of Paragraph 6(d),
the Local Business Day following the day on which such relevant
calculations are performed)."
(iv) "Notification Time" means 11:00 a.m., New York time, on a Local
Business Day.
(v) External Verification. Notwithstanding anything to the contrary in
the definitions of Valuation Agent or Valuation Date, at any time at
which no Relevant Entity has credit ratings from Fitch at least
equal to a Fitch Intermediate Trigger Downgrade Event has occurred
and is continuing, the Valuation Agent shall (A) calculate the Fitch
Value of Posted Credit Support and the Secured Party's Exposure on
each Valuation Date based on internal marks and (B) verify such
calculations with external marks weekly by obtaining on the last
Local Business Day of each calendar week one external xxxx for each
Transaction to which this Annex relates and for all Posted Credit
Support. Each external xxxx in respect of a Transaction shall be
obtained from an independent Reference Market-maker. The Valuation
Agent shall obtain these external marks directly or through an
independent third party, in either case at no cost to Party B. The
Valuation Agent shall calculate on each Valuation Date (for purposes
of this paragraph, the last Local Business Day in each calendar week
shall be considered a Valuation Date) the Secured Party's Exposure
and the
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Fitch Value of Posted Collateral based on the greater of the
Valuation Agent's internal marks and the external xxxx received.
(d) Conditions Precedent and Secured Party's Rights and Remedies. The
following Termination Events will be a "Specified Condition" for the party
specified (that party being the Affected Party if the Termination Event
occurs with respect to that party): With respect to Party A: any
Additional Termination Event with respect to which Party A is the sole
Affected Party. With respect to Party B: None.
(e) Substitution.
(i) "Substitution Date" has the meaning specified in Paragraph 4(d)(ii).
(ii) Consent. If specified here as applicable, then the Pledgor must
obtain the Secured Party's consent for any substitution pursuant to
Paragraph 4(d): Inapplicable.
(f) Dispute Resolution.
(i) "Resolution Time" means 1:00 p.m. New York time on the Local
Business Day following the date on which the notice of the dispute
is given under Paragraph 5.
(ii) Value. Notwithstanding anything to the contrary in Paragraph 12, for
the purpose of Paragraphs 5(i)(C) and 5(ii), the S&P Value and Fitch
Value on any date, of Eligible Collateral will be calculated as
follows:
For Eligible Collateral other than Cash listed in Paragraph
13(b)(ii): the sum of (A) the product of (1)(x) the bid price at the
Valuation Time for such securities on the principal national
securities exchange on which such securities are listed, or (y) if
such securities are not listed on a national securities exchange,
the bid price for such securities quoted at the Valuation Time by
any principal market maker for such securities selected by the
Valuation Agent, or (z) if no such bid price is listed or quoted for
such date, the bid price listed or quoted (as the case may be) at
the Valuation Time for the day next preceding such date on which
such prices were available and (2) the applicable Valuation
Percentage for such Eligible Collateral, and (B) the accrued
interest on such securities (except to the extent Transferred to the
Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable
price referred to in the immediately preceding clause (A)) as of
such date.
For Cash, the amount thereof multiplied, in the case of the S&P
Value, by the applicable S&P Valuation Percentage.
(iii) Alternative. The provisions of Paragraph 5 will apply.
(g) Holding and Using Posted Collateral.
(i) Eligibility to Hold Posted Collateral; Custodians. Party B (or any
Custodian) will be entitled to hold Posted Collateral pursuant to
Paragraph 6(b).
Party B may appoint as Custodian (A) the entity then serving as
Supplemental Interest Trustee or (B) any entity other than the
entity then serving as Supplemental Interest Trustee if such other
entity (or, to the extent applicable, its parent company or credit
support provider) (i) shall then have credit ratings from S&P and
Fitch at least equal to the Custodian Required Rating Threshold, and
(ii) is a depository institution that (a) is subject to supervision
or examination by a federal or state authority, (b) has a combined
capital and surplus of at least $15 million and (c) is qualified to
do business in New York. If any entity referred to in clause (B)
above is the Custodian for Party
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B and such entity fails after its appointment as Custodian to meet
the Custodian Required Rating Threshold, Party B shall replace such
Custodian with an entity meeting the applicable requirements above
within 60 days following such failure to meet the Custodian Required
Rating Threshold.
Initially, the Custodian for Party B is: Supplemental Interest
Trustee.
(ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will not
apply to Party B or its Custodian; provided, however, that if Party
A delivers Posted Collateral in book-entry form, then Paragraph
6(c)(ii) will apply to Party B and its Custodian, and Party B and
its Custodian shall have the rights specified in Paragraph 6(c)(ii).
(h) Distributions and Interest Amount.
(i) Interest Rate. The "Interest Rate" will be the actual interest rate
earned on Posted Collateral in the form of Cash that is held by
Party B or its Custodian. Posted Collateral in the form of Cash
shall be invested in such overnight (or redeemable within two Local
Business Days of demand) Permitted Investments rated at least AAAm
or AAAm-G by S&P (unless (x) an Event of Default or an Additional
Termination Event has occurred with respect to which Party A is the
defaulting or sole Affected Party or (y) an Early Termination Date
has been designated, in which case such Posted Collateral shall be
held uninvested). Gains and losses incurred in respect of any
investment of Posted Collateral in the form of Cash in Permitted
Investments as directed by Party A shall be for the account of Party
A.
(ii) Transfer of Interest Amount. The Transfer of the Interest Amount
will be made on the second Local Business Day following the end of
each calendar month and on any other Local Business Day on which
Posted Collateral in the form of Cash is Transferred to the Pledgor
pursuant to Paragraph 3(b); provided, however, that the obligation
of Party B to Transfer any Interest Amount to Party A shall be
limited to the extent that Party B has earned and received such
funds and such funds are available to Party B. The last sentence of
Paragraph 6(d)(ii) is hereby amended by adding the words "actually
received by Party B but" after the words "Interest Amount or portion
thereof".
(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii)
(as amended herein) will apply.
(iv) Distributions. Paragraph 6(d)(i) shall be deleted in its entirety
and replaced with the following:
"Distributions. Subject to Paragraph 4(a), if Party B receives
Distributions on a Local Business Day, it will Transfer to Party A
not later than the following Local Business Day any Distributions it
receives to the extent that a Delivery Amount would not be created
or increased by that Transfer, as calculated by the Valuation Agent
(and the date of calculation will be deemed to be a Valuation Date
for this purpose)."
(i) Additional Representation(s). There are no additional representations by
either party.
(j) Other Eligible Support and Other Posted Support.
(i) "Value" with respect to Other Eligible Support and Other Posted
Support means: not applicable.
(ii) "Transfer" with respect to Other Eligible Support and Other Posted
Support means: not applicable.
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(k) Demands and Notices. All demands, specifications and notices under this
Annex will be made pursuant to the Notices Section of this Agreement,
except that any demand, specification or notice shall be given to or made
at the following addresses, or at such other address as the relevant party
may from time to time designate by giving notice (in accordance with the
terms of this paragraph) to the other party:
If to Party A, at the address specified pursuant to the Notices Section of
this Agreement.
If to Party B, at the address specified pursuant to the Notices Section of
this Agreement.
If to Party B's Custodian: at the address specified pursuant to the
Notices Section of this Agreement.
(l) Address for Transfers. Each Transfer hereunder shall be made to the
address specified below or to an address specified in writing from time to
time by the party to which such Transfer will be made.
Party A account details for holding collateral
A/C With: DB Trust Co. Americas, New York
Swift Code: BKTRUUS33 / ABA 000000000
Favour of: Deutsche Bank AG, New York
Account Number: 01 473 969
Reference: (please provide)
Party B's Custodian account details for holding collateral:
Deutsche Bank Trust Co-Americas
ABA Number: 000-000-000
Account Number: 00000000
Account Name: NYLTD Funds Control - Stars West
Ref: IndyMac INDA Mortgage Loan Trust 2007-AR8
(Swap Account)
(m) Other Provisions.
(i) Collateral Account. Party B shall open and maintain a segregated
account, and hold, record and identify all Posted Collateral in such
segregated account.
(ii) Agreement as to Single Secured Party and Single Pledgor. Party A and
Party B hereby agree that, notwithstanding anything to the contrary
in this Annex, (a) the term "Secured Party" as used in this Annex
means only Party B, (b) the term "Pledgor" as used in this Annex
means only Party A, (c) only Party A makes the pledge and grant in
Paragraph 2, the acknowledgement in the final sentence of Paragraph
8(a) and the representations in Paragraph 9.
(iii) Calculation of Value. Paragraph 4(c) is hereby amended by deleting
the word "Value" and inserting in lieu thereof "S&P Value, Fitch
Value". Paragraph 4(d)(ii) is hereby amended by (A) deleting the
words "a Value" and inserting in lieu thereof "an S&P Value and a
Fitch Value" and (B) deleting the words "the Value" and inserting in
lieu thereof "S&P Value and Fitch Value". Paragraph 5 (flush
language) is hereby amended by deleting the word "Value" and
inserting in lieu thereof "S&P Value or Fitch Value". Paragraph 5(i)
(flush language) is hereby amended by deleting the word "Value" and
inserting in lieu thereof "S&P Value and Fitch Value". Paragraph
5(i)(C) is hereby amended by deleting the word "the Value, if" and
inserting in lieu thereof "any one or more of the S&P Value or Fitch
Value, as may be". Paragraph 5(ii) is hereby amended by (1) deleting
the first instance of the words "the Value" and inserting in lieu
thereof "any one or more of the S&P Value or Fitch Value" and (2)
deleting the second instance of the words "the Value" and inserting
in lieu thereof "such disputed S&P Value or Fitch Value". Each of
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Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by
deleting the word "Value" and inserting in lieu thereof "least of
the S&P Value and Fitch Value".
(iv) Form of Annex. Party A and Party B hereby agree that the text of
Paragraphs 1 through 12, inclusive, of this Annex is intended to be
the printed form of ISDA Credit Support Annex (Bilateral Form - ISDA
Agreements Subject to New York Law Only version) as published and
copyrighted in 1994 by the International Swaps and Derivatives
Association, Inc.
(v) Events of Default. Paragraph 7 will not apply to cause any Event of
Default to exist with respect to Party B except that Paragraph 7(i)
will apply to Party B solely in respect of Party B's obligations
under Paragraph 3(b) of the Credit Support Annex.
(vi) Expenses. Notwithstanding anything to the contrary in Paragraph 10,
the Pledgor will be responsible for, and will reimburse the Secured
Party for, all transfer and other taxes and other costs involved in
maintenance and any Transfer of Eligible Collateral.
(vii) Withholding. Paragraph 6(d)(ii) is hereby amended by inserting
immediately after "the Interest Amount" in the fourth line thereof
the words "less any applicable withholding taxes."
(viii) Additional Definitions. As used in this Annex:
"Custodian Required Rating Threshold" means, with respect to an
entity, (i) a short-term unsecured and unsubordinated debt rating
from S&P of "A-1," or, if such entity does not have a short-term
unsecured and unsubordinated debt rating from S&P, a long-term
unsecured and unsubordinated debt rating or counterparty rating from
S&P of "A+", and (ii) a long-term unsecured and unsubordinated debt
rating from Fitch of "BBB" and a short-term unsecured and
unsubordinated debt rating from Fitch of "F2".
"Exposure" has the meaning specified in Paragraph 12, except that
(1) after the word "Agreement" the words "(assuming, for this
purpose only, that Part 1(f)(i)(A)-(E) of the Schedule is deleted)"
shall be inserted and (2) at the end of the definition of Exposure,
the words "with terms that are, in all material respects, no less
beneficial for Party B than those of this Agreement" shall be added.
"Fitch First Trigger Downgrade Event" means that no Relevant Entity
has credit ratings from Fitch at least equal to the Fitch First
Trigger Ratings Threshold.
"Fitch Credit Support Amount" means, for any Valuation Date:
(A) if the Fitch Threshold for such Valuation Date is zero, an
amount equal to the sum of (1) 100.0% of the Secured Party's
Exposure for such Valuation Date and (2) the sum, for each
Transaction to which this Annex relates, of the product of (i)
the related Fitch Volatility Cushion for such Transaction,
(ii) the Scale Factor (as defined in the related
Confirmation), if any, for such Transaction or, if no Scale
Factor is applicable for such Transaction, one, and (iii) the
Notional Amount of such Transaction for the Calculation Period
of such Transaction which includes such Valuation Date, and
(iv) 105%, or
(B) if the Fitch Threshold for such Valuation Date is infinity,
zero.
"Fitch Intermediate Ratings Threshold" means, with respect to Party
A, the guarantor under an Eligible Guarantee, or an Eligible
Replacement, a long-term unsecured and unsubordinated debt rating
from Fitch of "BBB+" and a short-term unsecured and unsubordinated
debt rating from Fitch of "F2".
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"Fitch Intermediate Trigger Downgrade Event" means that no Relevant
Entity has credit ratings from Fitch at least equal to the Fitch
Intermediate Ratings Threshold.
"Fitch Valuation Percentage" means, for any Valuation Date and each
item of Eligible Collateral, the corresponding percentage for such
Eligible Collateral in the column headed "Fitch Valuation
Percentage".
"Fitch Value" means, on any date and with respect to any Eligible
Collateral other than Cash, the product of (x) the bid price
obtained by the Valuation Agent for such Eligible Collateral and (y)
the Fitch Valuation Percentage for such Eligible Collateral set
forth in paragraph 13(b)(ii).
"Fitch Volatility Cushion" means, for any Transaction, 0.19%.
"Local Business Day" means, for purposes of this Annex: any day on
which (A) commercial banks are open for business (including dealings
in foreign exchange and foreign currency deposits) in New York and
the location of Party A, Party B and any Custodian, and (B) in
relation to a Transfer of Eligible Collateral, any day on which the
clearance system agreed between the parties for the delivery of
Eligible Collateral is open for acceptance and execution of
settlement instructions (or in the case of a Transfer of Cash or
other Eligible Collateral for which delivery is contemplated by
other means a day on which commercial banks are open for business
(including dealings in foreign exchange and foreign deposits) in New
York and in the location of Party A, Party B and any Custodian).
"Next Payment" means, in respect of each Next Payment Date, the
greater of (i) the aggregate amount of any payments due to be made
by Party A under Section 2(a) on such Next Payment Date less the
aggregate amount of any payments due to be made by Party B under
Section 2(a) on such Next Payment Date (any such payments determined
based on rates prevailing the date of determination) and (ii) zero.
"Next Payment Date" means each date on which the next scheduled
payment under any Transaction is due to be paid.
"Pricing Sources" means the sources of financial information
commonly known as Bloomberg, Bridge Information Services, Data
Resources Inc., Interactive Data Services, International Securities
Market Association, Xxxxxxx Xxxxx Securities Pricing Service, Xxxxxx
Data Corporation, Reuters, Wood Gundy, Trepp Pricing, XX Xxxxx, S&P
and Telerate.
"Remaining Weighted Average Maturity" means, with respect to a
Transaction, the expected weighted average maturity for such
Transaction as determined by the Valuation Agent.
"S&P Approved Ratings Downgrade Event" means that no Relevant Entity
has credit ratings from S&P at least equal to the S&P Approved
Ratings Threshold.
"S&P Credit Support Amount" means, for any Valuation Date:
(A) if the S&P Threshold for such Valuation Date is zero and it is
not the case that an S&P Required Ratings Downgrade Event has
occurred and been continuing for at least 10 Local Business
Days, an amount equal to the Secured Party's Exposure;
(B) if the S&P Threshold for such Valuation Date is zero and it is
the case that an S&P Required Ratings Downgrade Event has
occurred and been continuing for at least 10 Local Business
Days, an amount equal to 125% of the Secured Party's Exposure;
or
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(C) if the S&P Threshold for such Valuation Date is infinity,
zero.
"S&P Valuation Percentage" means, with respect to a Valuation Date
and each item of Eligible Collateral,
(A) if the S&P Threshold for such Valuation Date is zero and it is
not the case that a S&P Required Ratings Downgrade Event has
occurred and been continuing for at least 10 Local Business
Days, the corresponding percentage for such Eligible
Collateral in the column headed "S&P Approved Ratings
Valuation Percentage" or
(B) if an S&P Required Ratings Downgrade Event has occurred and
been continuing for at least 10 Local Business Days, the
corresponding percentage for such Eligible Collateral in the
column headed "S&P Required Ratings Valuation Percentage".
"S&P Value" means, on any date and with respect to any Eligible
Collateral, (A) in the case of Eligible Collateral other than Cash,
the product of (x) the bid price obtained by the Valuation Agent for
such Eligible Collateral and (y) the applicable S&P Valuation
Percentage for such Eligible Collateral set forth in paragraph
13(b)(ii) and (B) in the case of Cash, the amount thereof multiplied
by the applicable S&P Valuation Percentage.
"Transaction Exposure" means, for any Transaction, Exposure
determined as if such Transaction were the only Transaction between
the Secured Party and the Pledgor.
"Transaction-Specific Hedge" means any Transaction that is (i) an
interest rate swap in respect of which (x) the notional amount of
the interest rate swap is "balance guaranteed" or (y) the notional
amount of the interest rate swap for any Calculation Period (as
defined in the related Confirmation) otherwise is not a specific
dollar amount that is fixed at the inception of the Transaction,
(ii) an interest rate cap, (iii) an interest rate floor or (iv) an
interest rate swaption.
"Valuation Percentage" shall mean, for purposes of determining the
S&P Value or Fitch Value with respect to any Eligible Collateral or
Posted Collateral, the applicable S&P Valuation Percentage or Fitch
Valuation Percentage for such Eligible Collateral or Posted
Collateral, respectively, in each case as set forth in Paragraph
13(b)(ii).
"Value" shall mean, in respect of any date, the related S&P Value
and the related Fitch Value.
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IN WITNESS WHEREOF, the parties have executed this Annex by their duly
authorized representatives as of the date of the Agreement.
DEUTSCHE BANK AG, NEW YORK BRANCH DEUTSCHE BANK NATIONAL TRUST COMPANY, NOT IN ITS
INDIVIDUAL OR CORPORATE CAPACITY BUT SOLELY AS
SUPPLEMENTAL INTEREST TRUSTEE ON BEHALF OF THE
SUPPLEMENTAL INTEREST TRUST IN RESPECT OF INDYMAC INDA
MORTGAGE LOAN TRUST 2007-AR8
By: /s/ Xxxxxx Kong By: /s/ Xxxxxxxx Xxxxxxxxxxx
----------------------------------------- -----------------------------------------
Name Xxxxxx Kong Name: Xxxxxxxx Harmansader
Title: Associate Title: Associate
Date: November 29, 2007 Date: November 29, 2007
By: /s/ Xxxxxxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxx
----------------------------------------- -----------------------------------------
Name Xxxxxxxxxx Xxxxxxx Name: Xxxxxx Xxxxx
Title: Associate Title: Associate
Date: November 29, 2007 Date: November 29, 2007
REFERENCE NUMBER: N727633N
