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The following is an excerpt from a 8-K SEC Filing, filed by INDYMAC INDX MORTGAGE LOAN TRUST 2007-FLX3 on 5/16/2007.
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INDYMAC INDX MORTGAGE LOAN TRUST 2007-FLX3 - 8-K - 20070516 - EXHIBIT_99
EXHIBIT 99.3

The Schedule to the ISDA Master Agreement


SCHEDULE
to the
Master Agreement

dated as of April 27, 2007

between

<CAPTION>
         <S>                                                  <C>
                                                       Deutsche Bank National Trust Company, not individually, but
                                                       solely as supplemental interest trustee (the "Supplemental
                                             and       Interest Trustee") of the Supplemental Interest Trust (the
   Credit Suisse International                        "Supplemental Interest Trust") created under the Pooling and
                                                        Servicing Agreement for IndyMac INDX Mortgage Loan Trust
                                                     2007-FLX3, Mortgage Pass-Through Certificates, Series 2007-FLX3

---------------------------------                               -----------------------------------------
           ("Party A")                                                         ("Party B")

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 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) a Required Ratings Downgrade Event has occurred and been continuing for 30 or more Local Business Days and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A.

(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) of the Credit Support Annex; 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) a Required Ratings

INDX 2007-FLX3 Schedule 1


Downgrade Event has occurred and been continuing for 30 or more Local Business Days and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A.

(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 not 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, the Eligible Guarantor.

"Shareholders' Equity" means with respect to an entity, at any time, the sum (as shown in the most recent annual audited financial statements of such entity) of (i) its capital stock (including preferred stock) outstanding, taken at par value,
(ii) its capital surplus and (iii) its retained earnings, minus (iv) treasury stock, each to be determined in accordance with generally accepted accounting principles.

(vii) The "Bankruptcy" provisions of Section 5(a)(vii) will apply to Party A and will apply to Party B except that the provisions of Section 5(a)(vii)(2), (6) (to the extent that such provisions refer to any appointment contemplated or effected by the Pooling and Servicing Agreement or any appointment to which Party B has not become subject), (7) and (9) will not apply to Party B; provided that, with respect to Party B only,
Section 5(a)(vii)(4) is hereby amended by adding after the words "against it" the words "(excluding any proceeding or petition instituted or presented by Party A or its Affiliates)", and Section 5(a)(vii)(8) is hereby amended by deleting the words "to (7) inclusive" and inserting lieu thereof ", (3), (4) as amended, (5), (6) as amended, or (7)".

(viii) The "Merger Without Assumption" provisions of Section 5(a)(viii) will apply to Party A and will 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.

INDX 2007-FLX3 Schedule 2


(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, in the event of a Derivative Provider Trigger Event, the following provisions will apply:

(A) The definition of Market Quotation in Section 14 shall be deleted in its entirety and replaced with the following:

"Market Quotation" means, with respect to one or more Terminated Transactions, a Firm Offer which is (1) made by a Reference Market-maker that is 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 Reference Market-maker 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 a Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to become legally binding on or before the day falling ten Local Business Days after the day on which the Early Termination Date is designated, or such later day as Party B may specify in writing to Party A, but in either case no later than one Local Business Day prior to the Early Termination Date (such day, the "Latest Settlement Amount Determination Day"), the Termination Currency Equivalent of the amount (whether positive or negative) of such Market Quotation;

(b) If, on the Latest Settlement Amount Determination Day, 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 made and remain capable of becoming legally binding upon acceptance, the Settlement Amount shall equal the Termination Currency Equivalent of the amount (whether positive or negative) of the lowest of such Market Quotations (for the avoidance of doubt, the lowest of such Market Quotations shall be the lowest Market Quotation of such Market Quotations expressed as a positive number or, if any of such Market Quotations is expressed as a negative number, the Market Quotation expressed as a negative number with the largest absolute value); or

(c) If, on the Latest Settlement Amount Determination Day, no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by

INDX 2007-FLX3 Schedule 3


<DERIVED>
                  Party B so as to become legally binding and
                  no Market Quotation from an Approved
                  Replacement remains capable of becoming
                  legally binding upon acceptance, the
                  Settlement Amount shall equal 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 Latest Settlement Amount
         Determination Day.

(D)      If the Settlement Amount is a negative number,
         Section 6(e)(i)(3) shall be deleted in its entirety
         and replaced with the following:

         "(3) Second Method and Market Quotation. If the
         Second Method and Market Quotation apply, (I) Party B
         shall pay to Party A an amount equal to the absolute
         value of the Settlement Amount in respect of the
         Terminated Transactions, (II) Party B shall pay to
         Party A the Termination Currency Equivalent of the
         Unpaid Amounts owing to Party A and (III) Party A
         shall pay to Party B the Termination Currency
         Equivalent of the Unpaid Amounts owing to Party B;
         provided, however, that (x) the amounts payable under
         the immediately preceding clauses (II) and (III)
         shall be subject to netting in accordance with
         Section 2(c) of this Agreement and (y)
         notwithstanding any other provision of this
         Agreement, any amount payable by Party A under the
         immediately preceding clause (III) shall not be
         netted-off against any amount payable by Party B
         under the immediately preceding clause (I)."

(E)      At any time on or before the Latest Settlement Amount
         Determination Day at which two or more Market
         Quotations from Approved Replacements remain capable
         of becoming legally binding upon acceptance, Party B
         shall be entitled to accept only the lowest of such
         Market Quotations (for the avoidance of doubt, the
         lowest of such Market Quotations shall be the lowest
         Market Quotation of such Market Quotations expressed
         as a positive number or, if any of such Market
         Quotations is expressed as a negative number, the
         Market Quotation expressed as a negative number with
         the largest absolute value).

(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).

INDX 2007-FLX3 Schedule 4


Part 2. Tax Matters.

(a) Tax Representations.

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

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

None.

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

None.

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

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

None.

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

None.

(b) Tax Provisions.

(i) Gross Up. Section 2(d)(i)(4) shall not apply to Party B as X, and Section 2(d)(ii) shall not apply to Party B as Y, in each case such that Party B shall not be required to pay any additional amounts referred to therein.

(ii) Indemnifiable Tax. The definition of "Indemnifiable Tax" in
Section 14 is deleted in its entirety and replaced with the following:

"Indemnifiable Tax" means, in relation to payments by Party A, any Tax and, in relation to payments by Party B, no Tax.

INDX 2007-FLX3 Schedule 5


Part 3. Agreement to Deliver Documents.

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

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

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

INDX 2007-FLX3 Schedule 6


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

<CAPTION>
Party required to      Form/Document/                           Date by which to                         Covered by
deliver document       Certificate                              be delivered                             Section 3(d)
                                                                                                         Representation
<S>                    <C>                                      <C>                                      <C>
Party A and            Any documents required by the            Upon the execution and delivery of       Yes
Party B                receiving   party  to  evidence   the    this Agreement
                       authority of the delivering party or
                       its Credit Support Provider, if any,
                       for it to execute and deliver the
                       Agreement, this 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,
                       this Confirmation and any Credit
                       Support Document, as the case may be

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

Party A                A copy of the annual report for Party    Promptly upon becoming publicly          Yes
                       A containing audited or certified        available
                       financial statements for the most
                       recently ended financial year

Party A                An  opinion of counsel to Party A as     Upon the execution and delivery of       No
                       to the enforceability of this            this Agreement
                       Agreement in a form that is reasonably
                       satisfactory to Party B.

Party B                An opinion of counsel to Party B as to   Upon the execution and delivery of       No
                       the enforceability of this Agreement     this Agreement
                       in a form that is reasonably
                       satisfactory to Party A.

Party B                An executed copy of the PSA .            Promptly upon execution in final form    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:

<DERIVED>
         Address:  One Cabot Square   Attention:  (1)  Head of Credit Risk
                                                       Management;
                   London E14 4QJ                 (2)  Managing Director -
                   England                             Operations Department;
                                                  (3)  Managing Director - Legal
Department

                   Telex No.:  264521    Answerback:  CSI G

         (For all purposes)

INDX 2007-FLX3 Schedule                7


Address for notices or communications to Party B:

Address: IndyMac Mortgage Loan Trust 2007-FLX3

<DERIVED>
                  c/o Deutsche Bank National Trust Company
                  1761 East St. Andrew Place
                  Santa Ana, CA 92705
Attention:        Trust Administration IN07-F3
Facsimile:        (714) 247-6282
Phone:            (714) 656-2625

(For all purposes)

(b) Process Agent. For the purpose of Section 13(c):

Party A appoints as its Process Agent:

Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010

Attention: General Counsel Legal and Compliance Department

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.

(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, 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. The parties agree that subparagraph (ii) of
Section 2(c) will apply to each Transaction hereunder.

INDX 2007-FLX3 Schedule 8


(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) and Party A shall be deemed to have no Affiliates for purposes of Section 3(c) of this Agreement.

INDX 2007-FLX3 Schedule 9


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

In the event of any inconsistency among any of the following documents, the relevant document first listed shall govern: (i) the Confirmation entered into between Party A and Party B on April 27, 2007; (ii) the Credit Support Annex; (iii) the provisions set forth in this Schedule;
(iv) the Definitions; and (v) the ISDA Master 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 provisions herein deemed incorporated in a 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 regarding the Transaction (whether written or oral), other than the representations expressly made in this Agreement or the Confirmation in respect of that Transaction

INDX 2007-FLX3 Schedule 10


<DERIVED>
         and (ii) it has consulted with its own
         legal, regulatory, tax, business,
         investment, financial and accounting
         advisors to the extent it has deemed
         necessary, and it has made its own
         investment, hedging and trading decisions
         based upon its own judgment and upon any
         advice from such advisors as it has deemed
         necessary and not upon any view expressed by
         the other party.

(2)      Evaluation and Understanding. (i) It has the
         capacity to evaluate (internally or through
         independent professional advice) the
         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 by (i) deleting the words "or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party," 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.

(i) Each of the following shall constitute an Additional Termination Event with Party A as Affected Party:

(A) First Rating Trigger Collateral. If (A) it is not the case that a Moody's Second Trigger Ratings Event has occurred and been continuing for 30 or more Local Business Days and (B) Party A fails to comply with or perform any obligation to be complied with or performed by Party A under the Credit Support Annex.

(B) Second Rating Trigger Replacement. If (A) a Required Ratings Downgrade Event has occurred and been continuing for 30 or more Local Business Days and (B)
(i) at least one Eligible Replacement has made a Firm Offer to be the transferee of all of Party A's rights and obligations under this Agreement (and such Firm Offer remains an offer that will become legally binding upon such Eligible Replacement upon acceptance by the offeree) and/or (ii) an Eligible Guarantor has made a Firm Offer to provide an Eligible Guarantee (and such Firm Offer remains an offer that will become legally binding upon such Eligible Guarantor immediately upon acceptance by the offeree).

(C) Failure to Comply with Item 1115 Agreement. Any failure by Party A to comply with the Item 1115 Agreement (as defined below, and for the avoidance of doubt, in addition to any indemnity that may arise thereunder as a result of any such failure).

INDX 2007-FLX3 Schedule 11


(ii) Each of the following shall constitute an Additional Termination Event with Party B as Affected Party:

(A) Amendment of Pooling and Servicing Agreement. If, without the prior written consent of Party A where such consent is required under the Pooling and Servicing Agreement (such consent not to be unreasonably withheld), an amendment is made to the Pooling and Servicing Agreement.

(B) Optional Termination of Securitization. An Additional Termination Event shall occur upon the notice to Certificateholders of an optional termination becoming unrescindable in accordance with Article 9 of the Pooling and Servicing Agreement (such notice, the "Optional Termination Notice"). With respect to such Additional Termination Event: (A) Notwithstanding anything to the contrary in Section 6(b)(iv) or Section 6(c)(i), the final Distribution Date specified in the Optional Termination Notice is hereby designated as the Early Termination Date for this Additional Termination Event in respect of all Affected Transactions; (B) Section 2(a)(iii)(2) shall not be applicable to any Affected Transaction in connection with the Early Termination Date resulting from this Additional Termination Event; notwithstanding anything to the contrary in Section
6(c)(ii), payments and deliveries under Section 2(a)(i) or Section 2(e) in respect of the Terminated Transactions resulting from this Additional Termination Event will be required to be made through and including the Early Termination Date designated as a result of this Additional Termination Event; provided, for the avoidance of doubt, that any such payments or deliveries that are made on or prior to such Early Termination Date will not be treated as Unpaid Amounts in determining the amount payable in respect of such Early Termination Date; (C) notwithstanding anything to the contrary in Section
6(d)(i), (I) if, no later than 4:00 pm New York City time on the day that is four Business Days prior to the final Distribution Date specified in the Optional Termination Notice, the Trustee requests the amount of the Estimated Swap Termination Payment, Party A shall provide to the Trustee in writing (which may be done in electronic format) the amount of the Estimated Swap Termination Payment no later than 2:00 pm New York City time on the following Business Day and (II) if the Trustee provides written notice (which may be done in electronic format) to Party A no later than two Business Days prior to the final Distribution Date specified in the Optional Termination Notice that all requirements of the Optional Termination have been met, then Party A shall, no later than one Business Day prior to the final Distribution Date specified in the Optional Termination Notice, make the calculations contemplated by Section 6(e) of the ISDA Master Agreement (as amended herein) and provide to the Trustee in writing (which may be done in electronic format) the amount payable by either Party B or Party A in respect of the related Early Termination Date in connection with this Additional Termination Event; provided, however, that the amount payable by Party B, if any, in respect of the related Early Termination Date shall be the lesser of (x) the amount calculated to be due from Party B pursuant to
Section 6(e) and (y) the Estimated Swap Termination Payment; and (D) notwithstanding anything to the contrary in this Agreement, any amount due from Party B to Party A in respect of this Additional Termination Event will be payable on the final Distribution Date specified in the Optional Termination Notice and any amount due from Party A to Party B in respect of this Additional Termination Event will be payable one Business Day prior to the final Distribution Date specified in the Optional Termination Notice.

The Trustee shall be an express third party beneficiary of this Agreement as if a party hereto to the extent of the Trustee's rights specified herein.

(d) Required Ratings Downgrade Event. In the event that no Relevant Entity has credit ratings at least equal to the Required Ratings Threshold, Party A shall, as soon as reasonably practicable and so long as a Required Ratings Downgrade Event is in effect, at its own expense, using commercially reasonable efforts, procure either (A) a Permitted Transfer or (B) an Eligible Guarantee.

(e) Item 1115 Agreement. Party A and Party B hereby agree that the terms of the Item 1115 Agreement, dated as of April 27, 2007 (the "Item 1115 Agreement"), among Party A, IndyMac Bank, F.S.B. and IndyMac MBS, Inc, shall be incorporated by reference into this Agreement and Party B shall be an express third party beneficiary of the Item 1115 Agreement. A copy of the Item 1115 Agreement is annexed hereto at Annex B.

INDX 2007-FLX3 Schedule 12


(f) Transfers.

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

"Except with respect to any Permitted Transfer pursuant to
Section 6(b)(ii), Part 5(d), Part 5(e), or the following paragraph, neither Party A nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any of its rights, obligations or interests under the Agreement or any Transaction 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; provided, however, that nothing herein shall prohibit Party B from assigning its rights, obligations, or interest hereunder to another person in connection with a transfer pursuant to Section 8.09 of the Pooling and Servicing Agreement; provided, further, that Party A may transfer this Agreement to any Person that is an office or branch of Party A (any such Person, office or branch, a Transferee) on at least five Business Days' prior written notice to Party B, provided that (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to
Section 2(d)(i)(4) of this Agreement in respect of such Tax; (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; (D) either (I) Moody's has been given prior written notice of such transfer and the Rating Agency Condition is satisfied with respect to S&P or
(II) each Swap Rating Agency has been given prior written notice of such transfer and such transfer is without modification of 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 (E) Party A will be responsible for any costs or expenses incurred in connection with any transfer described in this paragraph; Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer.

At any time at which no Relevant Entity has credit ratings at least equal to the Approved Ratings Threshold, Party A may make a Permitted Transfer In addition, in the event that Party A is required to provide any disclosure pursuant to the Item 1115 Agreement, Party A may transfer this Agreement to an Affiliate that is able to provide the relevant disclosures without obtaining the written consent of the Trustee on behalf of Party B pursuant to a Permitted Transfer. Party A, having given prior written notice to S&P, may make a Permitted Transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity. Party A will be responsible for any costs or expenses incurred in connection with any transfer described in this paragraph; Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer."

(ii) If an Eligible Replacement has made a Firm Offer (which remains an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a Permitted Transfer, Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer.

(g) Non-Recourse. Party A acknowledges and agrees that, notwithstanding any provision in this Agreement to the contrary, the obligations of Party B hereunder are limited recourse obligations of Party B, payable solely from the Supplemental Interest Trust and the proceeds thereof, in accordance with the priority of payments and other terms of the Pooling and Servicing Agreement and that Party A will not have any recourse to any of the directors, officers, agents, employees, shareholders or affiliates of the Party B with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby. In the event that the Supplemental Interest Trust and the proceeds thereof, should be insufficient to satisfy all claims outstanding and following the realization of the account held by the Supplemental Interest Trust and the proceeds thereof, any claims against or obligations of Party B under the ISDA Master Agreement or any other confirmation thereunder still outstanding shall be extinguished and thereafter not revive. The Supplemental

INDX 2007-FLX3 Schedule 13


Interest Trustee shall not have liability for any failure or delay in making a payment hereunder to Party A due to any failure or delay in receiving amounts in the account held by the Supplemental Interest Trust from the Trust created pursuant to the Pooling and Servicing Agreement. This provision will survive the termination of this Agreement.

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

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

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

(k) Amendment. Notwithstanding any provision to the contrary in this Agreement, no amendment of either this Agreement or any Transaction under this Agreement shall be permitted by either party unless each of the Swap Rating Agencies has been provided prior written notice of the same and such amendment satisfies the Rating Agency Condition 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 Swap 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 Trustee Liability Limitations. It is expressly understood and agreed by the parties hereto that (i) any such documentation is executed and delivered by Deutsche Bank National Trust Company, not individually or personally but solely as Supplemental Interest Trustee of the Supplemental Interest Trust under the Pooling and Servicing Agreement pursuant to which the Supplemental Interest Trust was formed, in the exercise of the powers and authority conferred upon and vested in it, and pursuant to instructions set forth therein,
(ii) each of the representations, undertakings and agreements by Deutsche Bank National Trust Company is made and intended not as a personal representation, undertaking or agreement of Deutsche Bank National Trust Company, but solely for the purpose of binding only the Supplemental Interest Trust, (iii) nothing herein contained shall be construed as imposing any liability upon Deutsche Bank National Trust

INDX 2007-FLX3 Schedule 14


Company, individually or personally, to perform any covenant (either express or implied) contained herein, and all such liability, if any, is hereby expressly waived by the parties hereto, and such waiver shall bind any third party making a claim by or through one of the parties hereto, and (iv) under no circumstances shall Deutsche Bank National Trust Company be personally liable for the payment of any indebtedness or expenses of the Supplemental Interest Trust, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Confirmation, the Agreement or any related document.

In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering ("Applicable Law"), Deutsche Bank National Trust Company is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with Deutsche Bank National Trust Company. Accordingly, each of the parties agrees to provide to Deutsche Bank National Trust Company upon its request from time to time such identifying information and documentation as may be available for such party in order to enable Deutsche Bank National Trust Company to comply with Applicable Law.

(o) Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) in any respect, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties; provided, however, that this severability provision shall not be applicable if any provision of Section 2, 5, 6, or 13 (or any definition or provision in Section 14 to the extent it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable.

The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or condition.

(p) Agent for Party B. Party A acknowledges that the Depositor has appointed the Supplemental Interest Trustee as agent under the Pooling and Servicing Agreement to carry out certain functions on behalf of Party B, and that the Supplemental Interest Trustee shall be entitled to give notices and to perform and satisfy the obligations of Party B hereunder on behalf of Party B.

(q) Escrow Payments. If (whether by reason of the time difference between the cities in which payments or deliveries are to be made or otherwise) it is not possible for simultaneous payments or deliveries to be made on any date on which both parties are required to make payments or deliveries hereunder, either party may at its option and in its sole discretion notify the other party (section 2(b) of this Agreement notwithstanding) that payments or deliveries on that date are to be made in escrow (such party being the "Appointing Party"). In this case, deposit of the payment or delivery due earlier on that date will be made by 2.00 pm (local time at the place for the earlier payment or delivery) on that date with an escrow agent selected by the Appointing Party, accompanied by irrevocable payment or delivery instructions (i) to release the deposited payment or delivery to the intended recipient upon receipt by the escrow agent of the required deposit of the corresponding payment or delivery from the other party on the same date accompanied by irrevocable payment or delivery instructions to the same effect, or (ii) if the required deposit of the corresponding payment or delivery is not made on that same date, to return the payment or delivery deposited to the party that paid or delivered it into escrow. The Appointing Party will pay all costs of the escrow arrangements. The Appointing Party will bear the risk of any failure of the bank it nominates to be its escrow agent to fully and promptly perform the obligations of such escrow agent as contemplated in this Part 5(q) Any amounts payable or deliveries to be made under this Agreement by the Appointing Party which are not received by the other party hereto on the due date will remain due and payable or to be made by the Appointing Party as of such date (assuming timely payment or delivery on the due date of amounts payable or deliveries to be made by the other party hereto). Any amounts or deliveries due from the other party, which have been paid or delivered to the escrow agent in accordance with this Part 5(q) (and any instructions in connection therewith given to the other party by the Appointing Party) shall be

INDX 2007-FLX3 Schedule 15


treated as having been paid or delivered by such other party and received by the Appointing Party as of the date on which they were paid or delivered to the Appointing Party's escrow agent. The Appointing Party shall cause the escrow arrangements to provide that the other party shall be entitled to interest on any payment due to be deposited first for each day in the period of its deposit at the rate offered by the escrow agent for that day for overnight deposits in the relevant currency in the office where it holds that deposited payment (at 11:00
a.m. local time on that day) if that payment is not released by to the other party 5:00 p.m. local time on the date it is deposited for any reason other than the intended recipient's failure to make the escrow deposit it is required to make under this paragraph in a timely fashion..

(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.

(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 Confirmation, below.

(v) Additional representations.

(i) Representations of Party A. Party A represents to Party B on the date on which Party A enters into each Transaction that:--

(1) Party A's obligations under this Agreement rank pari passu with all of Party A's other unsecured, unsubordinated obligations except those obligations preferred by operation of law.

(2) Party A is an English bank and is regulated as a European Union credit institution by the Financial Services Authority under the Financial Servicers and Markets Act 2000.

(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. Deutsche Bank National Trust Company represents to Party A on the date on which Deutsche Bank National Trust Company executes this Agreement that it is executing the Agreement not in its individual capacity but solely as Supplemental Interest Trustee.

(w) Acknowledgements.

(i) Substantial financial transactions. Each party hereto is hereby advised and acknowledges as of the date hereof that the other party has engaged in (or refrained from engaging in) substantial financial transactions and has taken (or refrained from taking) other material actions in reliance upon the entry by the parties into the Transaction being entered into on the terms and conditions set forth herein and in the Pooling and Servicing Agreement relating to such Transaction, as applicable. This paragraph shall be deemed repeated on the trade date of each Transaction.

(ii) Bankruptcy Code. Subject to Part 5(m), without limiting the applicability if any, of any other provision of the U.S. Bankruptcy Code as amended (the "Bankruptcy Code") (including without limitation Sections 362, 546, 556, and 560 thereof and the applicable definitions in Section 101 thereof), the parties acknowledge and agree that all Transactions entered into hereunder will constitute "forward contracts" or "swap agreements" as defined in Section 101 of the Bankruptcy Code or "commodity contracts" as defined in Section 761 of the Bankruptcy Code, that the rights of the parties

INDX 2007-FLX3 Schedule 16


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) Additional Definitions.

As used in this Agreement, the following terms shall have the meanings set forth below, unless the context clearly requires otherwise:

"Approved Ratings Threshold" means each of the S&P Approved Ratings Threshold and the Moody's First Trigger Ratings Threshold.

"Approved Replacement" means, with respect to a Market Quotation, an entity making such Market Quotation, which entity would satisfy conditions (a), (b), (c) and (d) of the definition of Permitted Transfer (as determined by Party B in its sole discretion, acting in a commercially reasonable manner) if such entity were a Transferee, as defined in the definition of Permitted Transfer.

"Derivative Provider Trigger Event" means (i) an Event of Default with respect to which Party A is a Defaulting Party,
(ii) a Termination Event with respect to which Party A is the sole Affected Party or (iii) an Additional Termination Event with respect to which Party A is the sole Affected Party.

"Eligible Guarantee" means an unconditional and irrevocable guarantee of all present and future obligations (for the avoidance of doubt, not limited to payment obligations) of Party A (or an Eligible Replacement) to Party B under this Agreement that is provided by an Eligible Guarantor as principal debtor rather than surety and that 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 Tax collected by withholding or (B) such guarantee provides that, in the event that any of such guarantor's payments to Party B are subject to 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 withholding been required.

"Eligible Guarantor" means an entity that (A) has credit ratings from S&P at least equal to the S&P Approved Ratings Threshold, and (B) has credit ratings from Moody's at least equal to the Moody's Second Trigger Ratings Threshold, provided, for the avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor with credit ratings below the Moody's First Trigger Ratings Threshold will not cause a Collateral Event (as defined in the Credit Support Annex) not to occur or continue with respect to Moody's. All credit ratings described in this definition of Eligible Guarantor shall be provided to Party B in writing upon Party B's request.

"Eligible Replacement" means an entity (A) (i) (a) that has credit ratings from S&P at least equal to the S&P Approved Ratings Threshold, and (b) has credit ratings from Moody's at least equal to the Moody's Second Trigger Ratings Threshold, provided, for the avoidance of doubt, that an Eligible Replacement with credit ratings below the Moody's First Trigger Ratings Threshold will not cause a Collateral Event (as defined in the Credit Support Annex) not to occur or continue with respect to Moody's, or (ii) the present and future obligations (for the avoidance of doubt, not limited to payment obligations) of which entity to Party B under this Agreement are guaranteed pursuant to an Eligible Guarantee and (B) that has executed an Item 1115 Agreement with IndyMac Bank, F.S.B. All credit ratings described in this definition of Eligible Guarantor shall be provided to Party B in writing upon Party B's request.

"Estimated Swap Termination Payment" means, with respect to an Early Termination Date, an amount determined by Party A in good faith and in a commercially reasonable manner as the maximum

INDX 2007-FLX3 Schedule 17


payment that could be owed by Party B to Party A in respect of such Early Termination Date pursuant to Section 6(e) of the ISDA Master Agreement, taking into account then current market conditions.

"Firm Offer" means (A) with respect to an Eligible Replacement, a quotation from such 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, and (B) with respect to an Eligible Guarantor, an offer by such Eligible Guarantor to provide an Eligible Guarantee that will become legally binding upon such Eligible Guarantor upon acceptance by the offeree.

"Moody's" means Moody's Investors Service, Inc., or any successor thereto.

"Moody's First Trigger Ratings 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 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 Ratings Event" means that no Relevant Entity has credit ratings from Moody's at least equal to the Moody's Second Trigger Ratings Threshold.

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

"Permitted Transfer" means a transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d), Part 5(e), or the second paragraph of Section 7 (as amended herein) to a transferee (the "Transferee") of all, but not less than all, 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) pursuant to a written instrument (the "Transfer Agreement"), the Transferee acquires and assumes all rights and obligations of Party A under the Agreement and the relevant Transaction; (f) Party B shall have determined, in its sole discretion, acting in a commercially reasonable manner, that such Transfer Agreement is effective to transfer to the Transferee all, but not less than all, of Party A's rights and obligations under the Agreement and all relevant Transactions; (g) 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); (h) either (A) Moody's has been given prior written notice of such transfer and the Rating Agency Condition is satisfied with respect to S&P or (B) each Swap Rating Agency has been given prior written notice of such transfer and such transfer is in connection with the

INDX 2007-FLX3 Schedule 18


assignment and assumption of this Agreement without modification of its terms, 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 (i) 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 Swap Rating Agency specified in connection with such proposed act or omission, that the party acting or failing to act must consult with each of the specified Swap Rating Agencies and receive from each such Swap Rating Agency a 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.

"Ratings Downgrade Event" means that no Relevant Entity has credit ratings equal to the Approved Ratings Threshold.

"Relevant Entity" means 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 (i) 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) by the parties under Section 2(a)(i) 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 (ii) has terms which are substantially the same as this Agreement, including, without limitation, rating triggers, Regulation AB compliance, and credit support documentation, save for the exclusion of provisions relating to Transactions that are not Terminated Transaction, as determined by Party B in its sole discretion, acting in a commercially reasonable manner.

"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 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+".

"S&P Required 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 or counterparty rating from S&P of "BBB+".

"Swap Rating Agencies" means, 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 IndyMac INDX Mortgage Loan Trust 2007-FLX3, Mortgage Pass-Through Certificates, Series 2007-FLX3 (the "Certificates") or any notes backed by the Certificates (the "Notes").

INDX 2007-FLX3 Schedule 19


[Remainder of this page intentionally left blank.]

INDX 2007-FLX3 Schedule 20


IN WITNESS WHEREOF, the parties have executed this document by their duly authorized officers with effect from the date so specified on the first page hereof.

<CAPTION>
             <S>                                        <C>
                                                Deutsche Bank National Trust Company, not
                                            individually, but solely as supplemental interest
                                            trustee of the Supplemental Interest Trust created
                                              under the Pooling and Servicing Agreement for
                                               IndyMac INDX Mortgage Loan Trust 2007-FLX3,
Credit Suisse International                Mortgage Pass-Through Certificates, Series 2007-FLX3

<SIGNATURE>
By: /s/ Marleen Nobile                                  By: /s/ Marion Hogan
    -------------------                                     ----------------
Name: Marleen Nobile                                    Name: Marion Hogan
Title: Authorized Signatory                             Title: Associate


By: /s/ Erica L. Hryniuk
    --------------------
Name: Erica L. Hryniuk
Title: Authorized Signatory

INDX 2007-FLX3 Schedule                21


EXHIBIT 99.4

The Credit Support Annex


ANNEX A

ISDA(R)
CREDIT SUPPORT ANNEX
to the Schedule to the
ISDA Master Agreement
dated as of April 27, 2007 between

Credit Suisse International (hereinafter referred to as "Party A" or "Pledgor") and Deutsche Bank National Trust Company, not individually, but solely as supplemental interest trustee (the "Supplemental Interest Trustee") of the supplemental interest trust (the "Supplemental Interest Trust") created under the Pooling and Servicing Agreement for IndyMac INDX Mortgage Loan Trust 2007-FLX3, Mortgage Pass-Through Certificates, Series 2007-FLX3 (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 April 27, 2007, between Party A and Party B, External ID Number 53220438N.

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) as amended (I) by deleting the words "upon a demand made by the Secured Party on or promptly following a Valuation Date" and inserting in lieu thereof the words "not later than the close of business on each Valuation Date" and (II) by deleting in its entirety 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." and inserting in lieu thereof the following:

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

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

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

INDX 2007-FLX3 - CSA


(3) the amount by which (a) the Moody's Second Trigger Credit Support Amount for such Valuation Date exceeds (b) the Moody's Second Trigger Value as of such Valuation Date of all Posted Credit Support held by the Secured Party.

(B) "Return Amount" has the meaning specified in Paragraph 3(b) as amended by deleting in its entirety the sentence beginning "Unless otherwise specified in Paragraph 13" and ending "(ii) the Credit Support Amount." and inserting in lieu thereof 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 First Trigger Value as of such Valuation Date of all Posted Credit Support held by the Secured Party exceeds (b) the Moody's First Trigger Credit Support Amount for such Valuation Date, and

(3) the amount by which (a) the Moody's Second Trigger Value as of such Valuation Date of all Posted Credit Support held by the Secured Party exceeds (b) the Moody's Second Trigger Credit Support Amount for such Valuation Date.

(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, the Moody's First Trigger Credit Support Amount, or the Moody's Second Trigger 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):

INDX 2007-FLX3 - CSA 2


<CAPTION>
                                                                         Moody's           Moody's
                                                           S&P/       First Trigger     Second Trigger
                                                         Valuation      Valuation         Valuation
      Collateral                                        Percentage      Percentage        Percentage
      -----------                                       ----------      ----------        ----------
                   <S>                                                    <C>           <C>               <C>
(A)   Cash                                                 100%            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      98.5%            100%              100%
      than one year

(C)   Fixed-rate negotiable debt obligations issued
      by the U.S. Treasury Department having
      a  remaining  maturity  on  such  date of more      89.9%            100%              94%
      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  maturity  on  such  date of more         83.9%            100%              87%
      than ten 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.

(B) "Threshold" means, with respect to Party A and any Valuation Date, zero if (i) a Collateral Event has occurred and has been continuing (x) for at least 30 days or (y) since this Annex was executed, or (ii) a Required Ratings Downgrade Event has occurred and is continuing; 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.

INDX 2007-FLX3 - CSA 3


<DERIVED>
(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. 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 each Local Business Day on which any of the S&P Credit Support Amount, the Moody's First Trigger Credit Support Amount or the Moody's Second Trigger Credit Support Amount is greater than 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 Party A (or, to the extent applicable, its Credit Support Provider) does not have a long-term unsubordinated and unsecured debt rating of at least "BBB+" from S&P, the Valuation Agent shall (A) calculate the Secured Party's Exposure and the S&P Value of Posted Credit Support on each Valuation Date based on internal marks and (B) verify such calculations with external marks monthly by obtaining on the last Local Business Day of each calendar month two external marks for each Transaction to which this Annex relates and for all Posted Credit Support; such verification of the Secured Party's Exposure shall be based on the higher of the two external marks. Each external mark in respect of a Transaction shall be obtained from an independent Reference Market-maker that would be eligible and willing to enter into such Transaction in the absence of the current derivative provider, provided that an external mark may not be obtained from the same Reference Market-maker more than four times in any 12-month period. 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 month referred to above shall be considered a Valuation Date) the Secured Party's Exposure based on the greater of the Valuation Agent's internal marks and the external marks received. If the S&P Value on any such Valuation Date of all Posted Credit Support then held by the Secured Party is less than the S&P Credit Support Amount on such Valuation Date (in each case as determined pursuant to this paragraph), Party A shall, within three Local Business Days of such Valuation Date, Transfer to the Secured Party Eligible Credit Support having an S&P Value as of the date of Transfer at least equal to such deficiency.

(vi) Notice to S&P. At any time at which Party A (or, to the extent applicable, its Credit Support Provider) does not have a long-term unsubordinated and unsecured debt rating of at least "BBB+" from S&P, the Valuation Agent shall provide to S&P not later than the Notification Time on the Local Business Day following each Valuation Date its calculations of the Secured Party's

INDX 2007-FLX3 - CSA 4


Exposure and the S&P Value of any Eligible Credit Support or Posted Credit Support for that Valuation Date. The Valuation Agent shall also provide to S&P any external marks received pursuant to the preceding paragraph.

(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, Moody's First Trigger Value, and Moody's Second Trigger Value, on any date, of Eligible Collateral other than Cash will be calculated as follows:

For Eligible Collateral in the form of securities 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.

(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) shall then have a short-term unsecured and unsubordinated debt rating from S&P of at least "A-1."

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

INDX 2007-FLX3 - CSA 5


(ii) Use of Posted Collateral. The provisions of Paragraph 6(c)(i) will not apply to Party B, but the provisions of Paragraph 6(c)(ii) will apply to Party B.

(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.

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

(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:

<DERIVED>
Address:          One Cabot Square
                  London E14 4QJ
                  England

Telephone:        44 20 7888 3083
Facsimile:        44 20 7883 7987
Attention:        Collateral Management Unit

If to Party B, as set forth in Part 4(a) of the Schedule.

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

INDX 2007-FLX3 - CSA 6


Party A: To be notified to Party B by Party A at the time of the request for the Transfer.

Party B: To be notified to Party A by Party B at the time of the request for the Transfer.

(m) Other Provisions.

(i) Collateral Account. Party B shall open and maintain a segregated account, which shall be an Eligible 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, Moody's First Trigger Value, Moody's Second Trigger Value". Paragraph 4(d)(ii) is hereby amended by (A) deleting the words "a Value" and inserting in lieu thereof "an S&P Value, Moody's First Trigger Value, and Moody's Second Trigger Value" and (B) deleting the words "the Value" and inserting in lieu thereof "S&P Value, Moody's First Trigger Value, and Moody's Second Trigger Value". Paragraph 5 (flush language) is hereby amended by deleting the word "Value" and inserting in lieu thereof "S&P Value, Moody's First Trigger Value, or Moody's Second Trigger Value". Paragraph 5(i) (flush language) is hereby amended by deleting the word "Value" and inserting in lieu thereof "S&P Value, Moody's First Trigger Value, and Moody's Second Trigger 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, Moody's First Trigger Value, or Moody's Second Trigger 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, Moody's First Trigger Value, or Moody's Second Trigger Value" and (2) deleting the second instance of the words "the Value" and inserting in lieu thereof "such disputed S&P Value, Moody's First Trigger Value, or Moody's Second Trigger 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, Moody's First Trigger Value, and Moody's Second Trigger 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. 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) a Required Ratings Downgrade Event has occurred and been continuing for 30 or more Local Business Days, and (B) such failure is not remedied on or before the third Local Business Day after notice of such failure is given to Party A.

INDX 2007-FLX3 - CSA 7


(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 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:

"Collateral Event" means that no Relevant Entity has credit ratings at least equal to the Approved Ratings Threshold.

"Exposure" has the meaning specified in Paragraph 12, except that after the word "Agreement" the words "(assuming, for this purpose only, that Part 1(f) of the Schedule is deleted)" shall be inserted.

"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 First Trigger Credit Support Amount" means, for any Valuation Date, the excess, if any, of

(I) (A) for any Valuation Date on which (I) a Moody's First Trigger Ratings Event has occurred and has been continuing (x) for at least 30 Local Business Days or (y) since this Annex was executed and (II) it is not the case that a Moody's Second Trigger Ratings Event has occurred and been continuing for at least 30 Local Business Days, an amount equal to the greater of (a) zero and (b) the sum of (i) the Secured Party's Exposure for such Valuation Date and
(ii) the sum, for each Transaction to which this Annex relates, of the product of (i) the applicable Moody's First Trigger Factor set forth in Table 1, (ii) 250 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; or

(B) for any other Valuation Date, zero, over

(II) the Threshold for Party A such Valuation Date.

"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).

INDX 2007-FLX3 - CSA 8


"Moody's Second Trigger Credit Support Amount" means, for any Valuation Date, the excess, if any, of

(I) (A) for any Valuation Date on which it is the case that a Moody's Second Trigger Ratings Event has occurred and been continuing for at least 30 Local Business Days, an amount equal to the greatest of (a) zero and (b) the aggregate amount of the Next Payments for all Next Payment Dates, and (c) the sum of (x) the Secured Party's Exposure for such Valuation Date and (y) the sum, for each Transaction to which this Annex relates, of

(1) if such Transaction is not a Transaction-Specific Hedge, the product of
(i) the applicable Moody's Second Trigger Factor set forth in Table 2, (ii) 250 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; or

(2) if such Transaction is a Transaction-Specific Hedge, the product of
(i) the applicable Moody's Second Trigger Factor set forth in Table 3, (ii) 250 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; or

(B) for any other Valuation Date, zero, over

(II) the Threshold for Party A for such Valuation Date.

"Moody's Second 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 Second Trigger Valuation Percentage for such Eligible Collateral set forth in Paragraph 13(b)(ii).

"Next Payment" means, in respect of each Next Payment Date, the greater of (i) the amount of any payments due to be made by Party A under Section 2(a) on such Next Payment Date less any payments due to be made by Party B under Section 2(a) on such Next Payment Date (in each case, after giving effect to any applicable netting under Section 2(c)) and (ii) zero.

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

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

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

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

"S&P Credit Support Amount" means, for any Valuation Date, the excess, if any, of

INDX 2007-FLX3 - CSA 9


<DERIVED>
(I)      (A)      for any Valuation Date on which (i) a S&P
                  Approved Ratings Downgrade Event has
                  occurred and been continuing for at least 30
                  days, or (ii) a S&P Required Ratings
                  Downgrade Event has occurred and is
                  continuing, 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) 250, (ii) the
                  Volatility Buffer for such Transaction and
                  (iii) the Notional Amount of such
                  Transaction for the Calculation Period of
                  such Transaction (each as defined in the
                  related Confirmation) which includes such
                  Valuation Date, or

         (B)      for any other Valuation Date, zero, over

(II) the Threshold for Party A for such Valuation Date.

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

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

"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, Moody's First Trigger Value, or Moody's Second Trigger Value with respect to any Eligible Collateral or Posted Collateral, the applicable S&P Valuation Percentage, Moody's First Trigger Valuation Percentage, or Moody's Second Trigger 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, the related Moody's First Trigger Value, and the related Moody's Second Trigger Value.

"Volatility Buffer" means, for any Transaction, the related percentage set forth in the following table.

<CAPTION>
                     ------------------------------ -------------- --------------- --------------- ----------------
                     The higher of  the S&P           Remaining      Remaining       Remaining        Remaining
                     credit rating of (i) Party A     Weighted        Weighted        Weighted        Weighted
                     and (ii) the Credit Support       Average        Average         Average          Average
                     Provider of Party A, if         Maturity of    Maturity of     Maturity of      Maturity of
                     applicable                         such            such            such            such
                                                     Transaction    Transaction     Transaction      Transaction
                                                    up to 3 years  up to 5 years   up to 10 years  up to 30 years
                     ------------------------------ -------------- --------------- --------------- ----------------
                     <S>                            <C>            <C>             <C>             <C>
                     "A-2" or higher                    2.75%          3.25%           4.00%            4.75%
                     ------------------------------ -------------- --------------- --------------- ----------------

INDX 2007-FLX3 - CSA                   10

                     ------------------------------ -------------- --------------- --------------- ----------------
                     "A-3"                              3.25%          4.00%           5.00%            6.25%
                     ------------------------------ -------------- --------------- --------------- ----------------
                     "BB+" or lower                     3.50%          4.50%           6.75%            7.50%
                     ------------------------------ -------------- --------------- --------------- ----------------

[Remainder of this page intentionally left blank]

INDX 2007-FLX3 - CSA 11


<DERIVED>
Table 1
-------

Moody's First Trigger Factor

<DERIVED>
------------------------------------------ ----------------------------------
                Remaining                                Daily
          Weighted Average Life                       Collateral
            of Hedge in Years                           Posting
------------------------------------------ ----------------------------------
                1 or less                                0.15%
------------------------------------------ ----------------------------------
More than 1 but not more than 2                          0.30%
------------------------------------------ ----------------------------------
More than 2 but not more than 3                          0.40%
------------------------------------------ ----------------------------------
More than 3 but not more than 4                          0.60%
------------------------------------------ ----------------------------------
More than 4 but not more than 5                          0.70%
------------------------------------------ ----------------------------------
More than 5 but not more than 6                          0.80%
------------------------------------------ ----------------------------------
More than 6 but not more than 7                          1.00%
------------------------------------------ ----------------------------------
More than 7 but not more than 8                          1.10%
------------------------------------------ ----------------------------------
More than 8 but not more than 9                          1.20%
------------------------------------------ ----------------------------------
More than 9 but not more than 10                         1.30%
------------------------------------------ ----------------------------------
More than 10 but not more than 11                        1.40%
------------------------------------------ ----------------------------------
More than 11 but not more than 12                        1.50%
------------------------------------------ ----------------------------------
More than 12 but not more than 13                        1.60%
------------------------------------------ ----------------------------------
More than 13 but not more than 14                        1.70%
------------------------------------------ ----------------------------------
More than 14 but not more than 15                        1.80%
------------------------------------------ ----------------------------------
More than 15 but not more than 16                        1.90%
------------------------------------------ ----------------------------------
More than 16 but not more than 17                        2.00%
------------------------------------------ ----------------------------------
More than 17 but not more than 18                        2.00%
------------------------------------------ ----------------------------------
More than 18 but not more than 19                        2.00%
------------------------------------------ ----------------------------------
More than 19 but not more than 20                        2.00%
------------------------------------------ ----------------------------------
More than 20 but not more than 21                        2.00%
------------------------------------------ ----------------------------------
More than 21 but not more than 22                        2.00%
------------------------------------------ ----------------------------------
More than 22 but not more than 23                        2.00%
------------------------------------------ ----------------------------------
More than 23 but not more than 24                        2.00%
------------------------------------------ ----------------------------------
More than 24 but not more than 25                        2.00%
------------------------------------------ ----------------------------------
More than 25 but not more than 26                        2.00%
------------------------------------------ ----------------------------------
More than 26 but not more than 27                        2.00%
------------------------------------------ ----------------------------------
More than 27 but not more than 28                        2.00%
------------------------------------------ ----------------------------------
More than 28 but not more than 29                        2.00%
------------------------------------------ ----------------------------------
              More than 29                               2.00%
------------------------------------------ ----------------------------------

INDX 2007-FLX3 - CSA 12


Table 2

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

<DERIVED>
--------------------------------------- ---------------------------------
              Remaining                              Daily
        Weighted Average Life                      Collateral
          of Hedge in Years                         Posting
--------------------------------------- ---------------------------------
              1 or less                              0.50%
--------------------------------------- ---------------------------------
More than 1 but not more than 2                      1.00%
--------------------------------------- ---------------------------------
More than 2 but not more than 3                      1.50%
--------------------------------------- ---------------------------------
More than 3 but not more than 4                      1.90%
--------------------------------------- ---------------------------------
More than 4 but not more than 5                      2.40%
--------------------------------------- ---------------------------------
More than 5 but not more than 6                      2.80%
--------------------------------------- ---------------------------------
More than 6 but not more than 7                      3.20%
--------------------------------------- ---------------------------------
More than 7 but not more than 8                      3.60%
--------------------------------------- ---------------------------------
More than 8 but not more than 9                      4.00%
--------------------------------------- ---------------------------------
More than 9 but not more than 10                     4.40%
--------------------------------------- ---------------------------------
More than 10 but not more than 11                    4.70%
--------------------------------------- ---------------------------------
More than 11 but not more than 12                    5.00%
--------------------------------------- ---------------------------------
More than 12 but not more than 13                    5.40%
--------------------------------------- ---------------------------------
More than 13 but not more than 14                    5.70%
--------------------------------------- ---------------------------------
More than 14 but not more than 15                    6.00%
--------------------------------------- ---------------------------------
More than 15 but not more than 16                    6.30%
--------------------------------------- ---------------------------------
More than 16 but not more than 17                    6.60%
--------------------------------------- ---------------------------------
More than 17 but not more than 18                    6.90%
--------------------------------------- ---------------------------------
More than 18 but not more than 19                    7.20%
--------------------------------------- ---------------------------------
More than 19 but not more than 20                    7.50%
--------------------------------------- ---------------------------------
More than 20 but not more than 21                    7.80%
--------------------------------------- ---------------------------------
More than 21 but not more than 22                    8.00%
--------------------------------------- ---------------------------------
More than 22 but not more than 23                    8.00%
--------------------------------------- ---------------------------------
More than 23 but not more than 24                    8.00%
--------------------------------------- ---------------------------------
More than 24 but not more than 25                    8.00%
--------------------------------------- ---------------------------------
More than 25 but not more than 26                    8.00%
--------------------------------------- ---------------------------------
More than 26 but not more than 27                    8.00%
--------------------------------------- ---------------------------------
More than 27 but not more than 28                    8.00%
--------------------------------------- ---------------------------------
More than 28 but not more than 29                    8.00%
--------------------------------------- ---------------------------------
             More than 29                            8.00%
--------------------------------------- ---------------------------------

INDX 2007-FLX3 - CSA                   13


Table 3

Moody's Second Trigger Factor for Transaction-Specific Hedges

<DERIVED>
----------------------------------------- --------------------------------
               Remaining                               Daily
         Weighted Average Life                      Collateral
           of Hedge in Years                          Posting
----------------------------------------- --------------------------------
               1 or less                               0.65%
----------------------------------------- --------------------------------
More than 1 but not more than 2                        1.30%
----------------------------------------- --------------------------------
More than 2 but not more than 3                        1.90%
----------------------------------------- --------------------------------
More than 3 but not more than 4                        2.50%
----------------------------------------- --------------------------------
More than 4 but not more than 5                        3.10%
----------------------------------------- --------------------------------
More than 5 but not more than 6                        3.60%
----------------------------------------- --------------------------------
More than 6 but not more than 7                        4.20%
----------------------------------------- --------------------------------
More than 7 but not more than 8                        4.70%
----------------------------------------- --------------------------------
More than 8 but not more than 9                        5.20%
----------------------------------------- --------------------------------
More than 9 but not more than 10                       5.70%
----------------------------------------- --------------------------------
More than 10 but not more than 11                      6.10%
----------------------------------------- --------------------------------
More than 11 but not more than 12                      6.50%
----------------------------------------- --------------------------------
More than 12 but not more than 13                      7.00%
----------------------------------------- --------------------------------
More than 13 but not more than 14                      7.40%
----------------------------------------- --------------------------------
More than 14 but not more than 15                      7.80%
----------------------------------------- --------------------------------
More than 15 but not more than 16                      8.20%
----------------------------------------- --------------------------------
More than 16 but not more than 17                      8.60%
----------------------------------------- --------------------------------
More than 17 but not more than 18                      9.00%
----------------------------------------- --------------------------------
More than 18 but not more than 19                      9.40%
----------------------------------------- --------------------------------
More than 19 but not more than 20                      9.70%
----------------------------------------- --------------------------------
More than 20 but not more than 21                     10.00%
----------------------------------------- --------------------------------
More than 21 but not more than 22                     10.00%
----------------------------------------- --------------------------------
More than 22 but not more than 23                     10.00%
----------------------------------------- --------------------------------
More than 23 but not more than 24                     10.00%
----------------------------------------- --------------------------------
More than 24 but not more than 25                     10.00%
----------------------------------------- --------------------------------
More than 25 but not more than 26                     10.00%
----------------------------------------- --------------------------------
More than 26 but not more than 27                     10.00%
----------------------------------------- --------------------------------
More than 27 but not more than 28                     10.00%
----------------------------------------- --------------------------------
More than 28 but not more than 29                     10.00%
----------------------------------------- --------------------------------
              More than 29                            10.00%
----------------------------------------- --------------------------------

INDX 2007-FLX3 - CSA


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

<CAPTION>
                <S>                                           <C>
                                               Deutsche Bank National Trust Company, not individually,
                                                 but solely as supplemental interest trustee of the
Credit Suisse International                   Supplemental Interest Trust created under the Pooling and
                                              Servicing Agreement for IndyMac INDX Mortgage Loan Trust
                                                2007-FLX3, Mortgage Pass-Through Certificates, Series
                                                                      2007-FLX3

<SIGNATURE>
By: /s/ Marleen Nobile                                      By: /s/ Marion Hogan
    -------------------                                         ----------------
Name: Marleen Nobile                                        Name: Marion Hogan
Title: Authorized Signatory                                 Title: Associate


By: /s/ Erica L. Hryniuk
    --------------------
Name: Erica L. Hryniuk
Title: Authorized Signatory

INDX 2007-FLX3 - CSA


EXHIBIT 99.5

The Confirmation


[CREDIT SUISSE LOGO] CREDIT SUISSE INTERNATIONAL

<DERIVED>
                                  One Cabot Square,      Telephone 020 7888 8888
                                  London E14 4QJ           www.credit-suisse.com


                              Facsimile Cover Sheet


To:                                 Deutsche Bank National Trust Company, not
                                    individually, but solely as supplemental
                                    interest trustee of the Supplemental
                                    Interest Trust created under the Pooling and
                                    Servicing Agreement for IndyMac INDX
                                    Mortgage Loan Trust 2007-FLX3, Mortgage
                                    Pass-Through Certificates, Series 2007-FLX3

Attention:                          Heakyung Chung, CSIN Marketer

Fax number:                         To be hand delivered by Heakyung Chung

Date:                               27 April 2007

Pages (including cover page):               7

Our Reference No: External ID: 53220438N / Risk ID: 447781606

Credit Suisse International has entered into a transaction with you as attached. Please find attached a letter agreement (the "Confirmation") which confirms the terms and conditions of the above transaction.

If you agree with the terms specified therein, please arrange for the Confirmation to be signed by your authorised signatories and return a signed copy to this office to the facsimile listed below.

<CAPTION>
<S>                                                        <C>
For Interest Rate Products:                                For Equity Derivatives:
Telephone Numbers: (212) 538-9370                          Telephone numbers: (212) 538-4437 /
Facsimile number: (917) 326-8603                           (212) 538-8297 / (212) 325-5119
Email: list.otc-inc-accept-ny@credit-suisse.com            Facsimile number: (212) 325-8173

For Credit Derivatives:
Telephone Numbers: (212) 538-9370
Facsimile number: (917) 326-8603
Email: list.otc-inc-accept-ny@credit-suisse.com

We are delighted to have entered into this transaction with you.

CONFIDENTIALITY NOTICE: This facsimile is intended only for the use of the individual or entity to which it is addressed and may contain information which is privileged and confidential. If the reader of this message is not the intended recipient or an employee or agent responsible for delivering the message to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone and return the original message to us by mail. Thank you.

Registered Office as above Registered with unlimited liability in England under No. 2500199 Authorised and regulated by The Financial Services Authority

VAT No: GB 447 0737 41


[CREDIT SUISSE LOGO] CREDIT SUISSE INTERNATIONAL

<DERIVED>
One Cabot Square,      Telephone 020 7888 8888
London E14 4QJ           www.credit-suisse.com


                                 27 April 2007

Deutsche Bank National Trust Company, not individually, but solely as supplemental interest trustee of the Supplemental Interest Trust created under the Pooling and Servicing Agreement for IndyMac INDX Mortgage Loan Trust 2007-FLX3, Mortgage Pass-Through Certificates, Series 2007-FLX3

External ID: 53220438N


Dear Sir/Madam

The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the Agreement specified below.

In this Confirmation "CSIN" means Credit Suisse International, "Counterparty" means Deutsche Bank National Trust Company, not individually, but solely as supplemental interest trustee of the Supplemental Interest Trust created under the Pooling and Servicing Agreement for IndyMac INDX Mortgage Loan Trust 2007-FLX3, Mortgage Pass-Through Certificates, Series 2007-FLX3.

<DERIVED>
1.       The definitions and provisions contained in the 2000 ISDA Definitions
         (as published by the International Swaps and Derivatives Association,
         Inc.) are incorporated into this Confirmation. In the event of any
         inconsistency between those definitions and provisions and this
         Confirmation, this Confirmation will govern. References herein to a
         "Transaction" shall be deemed to be references to a "Swap Transaction"
         for the purposes of the 2000 ISDA Definitions.

         This Confirmation supplements, forms part of, and is subject to, the
         1992 ISDA Master Agreement dated as of 27 April 2007 as amended and
         supplemented from time to time (the "Agreement"), between you and us.
         All provisions contained in the Agreement govern this Confirmation
         except as expressly modified below.

         Credit Suisse International and Counterparty each represents to the
         other that it has entered into this Swap Transaction in reliance upon
         such tax, accounting, regulatory, legal, and financial advice as it
         deems necessary and not upon any view expressed by the other.

2        The terms of the particular Transaction to which this Confirmation

relates are as follows:

<CAPTION>
                   <S>                                 <C>
                   Notional Amount:                    USD 1,604,000.00 subject to amortization as set out in the
                                                       Additional Terms

                   Trade Date:                         26 April 2007


                                                                                          Registered Office as above
                                                    Registered with unlimited liability in England under No. 2500199
                                                        Authorised and regulated by The Financial Services Authority
                                                                                              VAT No: GB 447 0737 41

[CREDIT SUISSE LOGO]

                  Effective Date:                      27 April 2007

                  Termination Date:                    25 April 2014, subject to adjustment in accordance with the
                                                       Modified Following Business Day Convention

         Floating Amounts

                  Floating Rate Payer:                 CSIN

                  Floating Rate Payer
                  Payment Calculation:                 The amount calculated pursuant to Section 6.1(a) of the 2000
                                                       ISDA Definitions as the Floating Amount shall be multiplied
                                                       by 250 for each Calculation Period, and the resulting product
                                                       shall be the actual Floating Amount, with respect to each
                                                       such Calculation Period

                  Floating Rate Payer
                  Period End Dates:                    The 25th day of each month, commencing on 25 May 2007, and
                                                       ending on the Termination Date, inclusive, subject to
                                                       adjustment in accordance with the Modified Following Business
                                                       Day Convention

                  Floating Rate Payer
                  Payment Dates:                       One Business Day prior to each Floating Rate Payer Period End
                                                       Date

                  Floating Rate Payer
                  Initial Calculation Period:          From and including 27 April 2007 up to but excluding the
                                                       Period End Date scheduled to occur on 25 May 2007.

                  Floating Rate Option:                USD-LIBOR-BBA, provided, however, that in respect of the
                                                       initial Calculation Period, Linear Interpolation shall apply
                                                       based upon a Designated Maturity of 2 weeks and a Designated
                                                       Maturity of 1 month.

                  Designated Maturity:                 1 month (except as noted above)

                  Spread:                              None

                  Floating Rate

[CREDIT SUISSE LOGO]

                  Day Count Fraction:                  Actual/360

                  Reset Dates:                         The first day of each Calculation Period.

                  Compounding:                         Inapplicable

         Fixed Amounts:

                  Fixed Rate Payer:                    Counterparty

                  Fixed Rate Payer
                  Payment Calculation:                 The amount calculated pursuant to Section 5.1(b) of the 2000
                                                       ISDA Definitions as the Fixed Amount shall be multiplied by
                                                       250 for each Calculation Period, and the resulting product
                                                       shall be the actual Fixed Amount, with respect to each such
                                                       Calculation Period

                  Fixed Rate Payer
                  Period End Dates:                    The 25th day of each month, commencing on 25 May 2007, and
                                                       ending on 25th April 2014, inclusive, using no adjustment to
                                                       Period End Dates.

                  Fixed Rate Payer
                  Payment Dates:                       One Business Day prior to each Fixed Rate Payer Period End
                                                       Date

                  Fixed Rate Payer
                  Initial Calculation Period:          From and including 27 April 2007 up to but excluding the
                                                       Period End Date scheduled to occur on 25 May 2007.

                  Fixed Rate:                          5.0175%

                  Fixed Rate
                  Day Count Fraction:                  30/360

         Business Days:                                New York

         Calculation Agent:                            CSIN

         Net Payment Timing                            Notwithstanding anything to the contrary herein or in the
                                                       2000 ISDA Definitions, if the net amount payable in respect
                                                       of any Fixed Rate Payer

[CREDIT SUISSE LOGO]

                                                       Payment Date and Floating Rate Payer Payment Date is owed to
                                                       the Floating Rate Payer, Fixed Rate Payer shall pay such
                                                       amount one Business Day following the otherwise applicable
                                                       payment date.

3.       Account Details:

                  Payments to CSIN:                    As advised separately in writing

                  Payments to Counterparty:            As advised separately in writing

Credit Suisse International is authorised and regulated by the Financial Services Authority and has entered into this transaction as principal. The time at which the above transaction was executed will be notified to Counterparty on request.


[CREDIT SUISSE LOGO]

ADDITIONAL TERMS


Calculation Period up to Notional Amount (USD):
<DERIVED>
 but excluding the Period
  End Date occurring on:
------------------------------------------------------
        25-May-2007                1,604,000
------------------------------------------------------
       25-June-2007                1,586,113
------------------------------------------------------
       25-July-2007                1,568,046
------------------------------------------------------
      25-August-2007               1,549,902
------------------------------------------------------
     25-September-2007             1,531,698
------------------------------------------------------
      25-October-2007              1,513,449
------------------------------------------------------
     25-November-2007              1,495,173
------------------------------------------------------
     25-December-2007              1,476,795
------------------------------------------------------
      25-January-2008              1,458,425
------------------------------------------------------
     25-February-2008              1,440,079
------------------------------------------------------
       25-March-2008               1,421,775
------------------------------------------------------
       25-April-2008               1,403,461
------------------------------------------------------
        25-May-2008                1,378,510
------------------------------------------------------
       25-June-2008                1,351,919
------------------------------------------------------
       25-July-2008                1,326,072
------------------------------------------------------
      25-August-2008               1,300,945
------------------------------------------------------
     25-September-2008             1,276,499
------------------------------------------------------
      25-October-2008              1,252,728
------------------------------------------------------
     25-November-2008              1,229,610
------------------------------------------------------
     25-December-2008              1,207,127
------------------------------------------------------
      25-January-2009              1,185,256
------------------------------------------------------
     25-February-2009              1,163,979
------------------------------------------------------
       25-March-2009               1,143,270
------------------------------------------------------
       25-April-2009               1,123,057
------------------------------------------------------
        25-May-2009                1,101,634
------------------------------------------------------
       25-June-2009                1,075,095
------------------------------------------------------
       25-July-2009                1,049,259
------------------------------------------------------
      25-August-2009               1,024,108
------------------------------------------------------
     25-September-2009              999,596
------------------------------------------------------
      25-October-2009               975,729
------------------------------------------------------
     25-November-2009               952,489
------------------------------------------------------
     25-December-2009               929,857
------------------------------------------------------
      25-January-2010               907,816
------------------------------------------------------
     25-February-2010               886,348
------------------------------------------------------
       25-March-2010                865,428
------------------------------------------------------
       25-April-2010                844,988
------------------------------------------------------

[CREDIT SUISSE LOGO]


------------------------------------------------------
 Calculation Period up to    Notional Amount (USD):
 but excluding the Period
  End Date occurring on:
------------------------------------------------------
        25-May-2010                 822,711
------------------------------------------------------
       25-June-2010                 792,979
------------------------------------------------------
       25-July-2010                 764,337
------------------------------------------------------
      25-August-2010                736,737
------------------------------------------------------
     25-September-2010              710,141
------------------------------------------------------
      25-October-2010               684,509
------------------------------------------------------
     25-November-2010               659,878
------------------------------------------------------
     25-December-2010               636,276
------------------------------------------------------
      25-January-2011               613,501
------------------------------------------------------
     25-February-2011               591,480
------------------------------------------------------
       25-March-2011                570,228
------------------------------------------------------
       25-April-2011                549,690
------------------------------------------------------
        25-May-2011                 529,870
------------------------------------------------------
       25-June-2011                 510,742
------------------------------------------------------
       25-July-2011                 492,281
------------------------------------------------------
      25-August-2011                474,457
------------------------------------------------------
     25-September-2011              457,227
------------------------------------------------------
      25-October-2011               440,596
------------------------------------------------------
     25-November-2011               424,511
------------------------------------------------------
     25-December-2011               408,989
------------------------------------------------------
      25-January-2012               394,005
------------------------------------------------------
     25-February-2012               379,544
------------------------------------------------------
       25-March-2012                365,575
------------------------------------------------------
       25-April-2012                352,028
------------------------------------------------------
        25-May-2012                  47,659
------------------------------------------------------
       25-June-2012                  46,741
------------------------------------------------------
       25-July-2012                  45,839
------------------------------------------------------
      25-August-2012                 44,952
------------------------------------------------------
     25-September-2012               44,080
------------------------------------------------------
      25-October-2012                43,223
------------------------------------------------------
     25-November-2012                42,380
------------------------------------------------------
     25-December-2012                41,550
------------------------------------------------------
      25-January-2013                40,724
------------------------------------------------------
     25-February-2013                39,912
------------------------------------------------------
       25-March-2013                 39,113
------------------------------------------------------
       25-April-2013                 38,321
------------------------------------------------------
        25-May-2013                  37,528
------------------------------------------------------
       25-June-2013                  36,747
------------------------------------------------------
       25-July-2013                  35,979
------------------------------------------------------
      25-August-2013                 35,179
------------------------------------------------------

[CREDIT SUISSE LOGO]


------------------------------------------------------
 Calculation Period up to    Notional Amount (USD):
 but excluding the Period
  End Date occurring on:
------------------------------------------------------
     25-September-2013               34,395
------------------------------------------------------
      25-October-2013                33,624
------------------------------------------------------
     25-November-2013                32,868
------------------------------------------------------
     25-December-2013                32,125
------------------------------------------------------
      25-January-2014                31,396
------------------------------------------------------
     25-February-2014                30,464
------------------------------------------------------
       25-March-2014                 29,022
------------------------------------------------------
       25-April-2014                 17,866
------------------------------------------------------


[CREDIT SUISSE LOGO]

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us.

Yours faithfully,

Credit Suisse International

<SIGNATURE>
By: /s/ Marleen Nobile
   -------------------
   Name: Marleen Nobile
   Title: Authorized Signatory

Confirmed as of the date first written above:

Deutsche Bank National Trust Company, not individually, but solely as supplemental interest trustee of the Supplemental Interest Trust created under the Pooling and Servicing Agreement for IndyMac INDX Mortgage Loan Trust 2007-FLX3, Mortgage Pass-Through Certificates, Series 2007-FLX3

<SIGNATURE>
By: /s/ Marion Hogan
   -----------------
     Name: Marion Hogan
     Title:  Associate

Our Reference No: External ID: 53220438N / Risk ID: 447781606


EXHIBIT 99.6

The 1115 Agreement


Item 1115 Agreement dated as of April 27, 2007 (this "Agreement"),
between IndyMac Bank, F.S.B., a federal savings bank ("IndyMac Bank"), IndyMac MBS, Inc., a Delaware corporation ("IndyMac MBS" or the "Depositor"), and Credit Suisse International, as counterparty (the "Counterparty").

RECITALS

WHEREAS, IndyMac MBS has filed a Registration Statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") for purposes of offering mortgage backed notes and/or certificates (the "Securities") through Mortgage Loan Trust 2007-FLX3 (the "SPV").

WHEREAS, on the closing date (the "Closing Date") of the transaction pursuant to which the Securities are offered (the "Transaction"), the Counterparty and the SPV will enter a derivative agreement (the "Derivative Agreement"), pursuant to which Counterparty and the SPV will enter into one or more interest rate swaps (caps) for purposes of providing certain yield enhancements to the SPV or the related trustee on behalf of either the SPV or a swap or corridor contract administrator (each, an "Administrator").

NOW, THEREFORE, in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

Section 1. Definitions

Company Information: As defined in Section 4(a)(i).

Company Financial Information: As defined in Section 2(a)(ii).

Depositor: Means IndyMac MBS with respect to the related Registration Statement for which the entity is the registrant.

GAAP: As defined in Section 3(a)(v).

EDGAR: The Commission's Electronic Data Gathering, Analysis and Retrieval system.

Exchange Act: The Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.

Exchange Act Reports: All Distribution Reports on Form 10-D, Current Reports on Form 8-K and Annual Reports on Form 10-K that are to be filed with respect to the related SPV pursuant to the Exchange Act.

IFRS: Has the meaning set forth in Section 3(a)(v).

Master Agreement: The ISDA Master Agreement between the Counterparty and SPV (or on behalf of the SPV), dated April 27, 2007.


Prospectus Supplement: The prospectus supplement prepared in connection with the public offering and sale of the related Securities.

Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Section 2. Information to be Provided by the Counterparty.

(a) Prior to printing the related Prospectus Supplement,

(i) the Counterparty shall provide to the Depositor such information regarding the Counterparty, as a derivative instrument counterparty, as is reasonably requested by the Depositor for the purpose of compliance with Item 1115(a)(1) of Regulation AB. Such information shall include, at a minimum:

(A) the Counterparty's legal name (and any d/b/a);

(B) the organizational form of the Counterparty;

(C) a description of the general character of the business of the Counterparty;

(D) if requested in writing by IndyMac Bank, a description of any affiliation or relationship (as set forth in Item 1119) between the Counterparty and any of the following parties:

(1) Deutsche Bank National Trust Company;

(2) any originator identified to the Counterparty by IndyMac Bank;

(3) any enhancement or support provider identified to the Counterparty by IndyMac Bank; and

(4) any other material transaction party identified to the Counterparty by IndyMac Bank.

(ii) if requested by the Depositor in the event the "significance percentage" under Regulation AB equals or exceeds 8% (as determined by IndyMac Bank in good faith) for the purpose of compliance with Item 1115(b) with

2

respect to a Transaction (prior to the Depositor taking the steps necessary to suspend its obligation to file Exchange Act Reports with respect to the SPV under Sections 13 and 15(d) of the Exchange Act, in accordance with the requirements of Regulation AB), the Counterparty shall:

(A) provide the financial data in form and substance required by Item 1115(b)(1) or (b)(2) of Regulation AB (as specified by the Depositor to the Counterparty) with respect to the Counterparty, any affiliated entities providing derivative instruments to the SPV and any entities guaranteeing the obligations of either the Counterparty or any affiliate entity providing derivative instruments to the SPV (a "Counterparty Guarantor") (the "Company Financial Information"), in a form appropriate for use or incorporation by reference in the Prospectus Supplement and, if applicable, in a form suitable for conversion into an EDGAR-compliant form; and

(B) if applicable, cause its accountants to issue their consent to the filing of such financial statements in the Registration Statement.

(b) Following the Closing Date with respect to a Transaction, and until the Depositor takes the steps necessary to suspend its obligation to file Exchange Act Reports with respect to the SPV under Sections 13 and 15(d) of the Exchange Act,

(i) if requested by IndyMac Bank in writing, then no later than March 1 of each calendar year, the Counterparty shall (1) notify the Depositor in writing of any affiliations or relationships that develop following the Closing Date between the Counterparty and any of the parties specified in Section 2(a)(i)(D) (and any other parties identified in writing by the Depositor) and (2) provide to the Depositor a description of such affiliations or relationships as described in Section 2(b)(i)(1);

(ii) if the Counterparty provided Company Financial Information to the Depositor for the Prospectus Supplement, within 5 Business Days of the release of any updated financial data, the Counterparty shall (1) provide current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) in form and substance as required under Item 1115(b) of Regulation AB to the Depositor for incorporation by reference in the Exchange Act reports of the Depositor or in a form suitable for conversion into an EDGAR-compliant form, and (2) if applicable, cause its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing of such financial statements in the Exchange Act Reports of the SPV; and

(iii) if the Depositor requests Company Financial Information from the Counterparty, for the purpose of compliance with Item 1115(b) of Regulation AB following the Closing Date in the event the "significance

3

percentage" under Regulation AB equals or exceeds 8% (as determined by IndyMac Bank in good faith), the Counterparty shall upon five Business Days written notice either (A),
(1) provide current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) in form and substance as required under Item 1115(b) of Regulation AB to the Depositor for incorporation by reference in the Exchange Act Reports of the Depositor or in an EDGAR-compliant form, (2) if applicable, cause its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV and (3) within 5 Business Days of the release of any updated financial data, provide current Company Financial Information (including Company Financial Information of any Counterparty Guarantor) in form and substance as required under Item 1115(b) of Regulation AB to the Depositor for incorporation by reference in the Exchange Act Reports of the Depositor or in a form suitable for conversion into an EDGAR-compliant form and if applicable, cause its accountants (and, if applicable, the accountants of any Counterparty Guarantor) to issue their consent to filing or incorporation by reference of such financial statements in the Exchange Act Reports of the SPV or (B) assign the Derivative Agreement as provided below or (c) if permissible under Regulation AB, procure a guarantee of Counterparty's obligations under the Derivative Agreement that meets the requirements of Regulation AB.

Section 3. Representations and Warranties and Covenants of the Counterparty.

(a) The Counterparty represents and warrants to the Depositor, as of the date on which information is first provided to the Depositor under Section 2(a)(ii), Section 2(b)(ii) or Section 2(b)(iii)(A), that, except as disclosed in writing the Depositor prior to such date:

(i) The accountants who certify the financial statements and supporting schedules included in the Company Financial Information (including Company Financial Information of any Counterparty Guarantor) (if applicable) are independent registered public accountants as required by the Securities Act.

(ii) If applicable, with respect to the Counterparty and each Counterparty Guarantor, either (I) the financial statements included in the Company Financial Information present fairly the consolidated financial position of the Counterparty or such Counterparty Guarantor, as applicable and its consolidated subsidiaries as at the dates indicated and the consolidated results of their operations and cash flows for the periods specified; except as otherwise stated in the Company Financial Information, said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis; and the

4

supporting schedules included in the Company Financial Information present fairly in accordance with GAAP the information required to be stated therein or (II) if the Counterparty or Counterparty Guarantor has adopted International Financial Reporting Standards and International Accounting Standards (collectively "IFRS") for the purpose of preparing its financial statements, the Company Financial Information present fairly the consolidated financial position of the Counterparty or such Counterparty Guarantor, as applicable and its consolidated subsidiaries as at the dates indicated and the consolidated results of their operations and cash flows for the periods specified; except as otherwise stated in the Company Financial Information, said financial statements have been prepared in conformity with IFRS applied on a consistent basis; and the supporting schedules included in the Company Financial Information present fairly in accordance with IFRS the information required to be stated therein and such Company Financial Information has been reconciled with GAAP.

(iii) The selected financial data and summary financial information included in the Company Financial Information present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of the Counterparty.

(iv) The Company Financial Information and other Company Information included or incorporated by reference in the Registration Statement (including through filing on an Exchange Act Report), at the time they were or hereafter are filed with the Commission, complied in all respects with the requirements of Item 1115(b) of Regulation AB (in the case of the Company Financial Information) and, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) The Counterparty agrees that the terms of this Agreement shall be incorporated by reference into the ISDA Master Agreement so that the SPV who is a beneficiary of the ISDA Master Agreement shall be an express third party beneficiary of this Agreement.

Section 4. Indemnification; Remedies

(a) Each of the Counterparty and any Counterparty Guarantor shall indemnify IndyMac Bank and the Depositor; each person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such SPV, or for the execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act; each person who controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors,

5

officers, employees and agents of each of the foregoing; and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

(i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, accountants' consent or other material provided in written or electronic form under Section 2 by or on behalf of the Counterparty or any Counterparty Guarantor (collectively, the "Company Information"), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) any failure by the Counterparty or any Counterparty Guarantor to deliver any information, report, certification, accountants' consent or other material or to assign or procure a guarantee of (if permitted under Regulation AB) the Derivative Agreement when and as required under Section 2; provided that this indemnity shall have effect only in the event that the "significance percentage under Regulation AB equals or exceeds 10% (as determined by IndyMac Bank in good faith).

In the case of any failure by Counterparty or Counterparty Guarantor of performance described in clause (a)(ii) of this Section, the Counterparty shall promptly reimburse the Depositor and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such SPV, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the SPV, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' consent or other material not delivered as required by the Counterparty.

(b) In addition to the indemnification provisions above, the SPV (as a third party beneficiary of this Agreement) will have the additional remedies set forth in the Derivative Agreement.

Section 5. Miscellaneous.

(a) Company Financial Information. Notwithstanding anything to the contrary contained herein, if Regulation AB is amended, or the Commission has issued interpretive guidance uniformly applicable to registrants of Asset-Backed Securities allowing the presentation of the financial information required by Item 1115 of Regulation AB with respect to an affiliate of the Counterparty rather than the Counterparty and any affiliated entities providing derivatives to the SPV, "Company Financial Information" shall be deemed to refer to the financial information of such permitted entity provided the Counterparty has received

6

written confirmation from IndyMac Bank that no amendment to this Agreement is necessary. The parties shall reasonably cooperate with respect to any amendments to this Agreement to reflect such amendment or interpretation.

(b) Construction. Throughout this Agreement, as the context requires,
(a) the singular tense and number includes the plural, and the plural tense and number includes the singular; (b) the past tense includes the present, and the present tense includes the past; and
(c) references to parties, sections, schedules, and exhibits mean the parties, sections, schedules, and exhibits of and to this Agreement. The section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, extend, or interpret the scope of this Agreement or of any particular section.

(c) Assignment. None of the parties may assign their rights under this Agreement without the prior written consent of the other parties. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.

(d) No Third-Party Benefits Except as Specified. None of the provisions of this Agreement are intended to benefit, or to be enforceable by, any third-party beneficiaries except the related SPV and any trustee of the SPV or any Administrator.

(e) Governing Law. This Agreement and, to the fullest extent permitted by applicable law, all matters arising out of or relating in any way to this Agreement, shall be governed by and construed in accordance with the internal laws of the State of New York without regard to the conflict of laws principles thereof.

(f) Amendment and Waiver. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. No waiver of any provision of this Agreement or of any rights or obligations of any party under this Agreement shall be effective unless in writing and signed by the party or parties waiving compliance, and shall be effective only in the specific instance and for the specific purpose stated in that writing.

(g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(h) Additional Documents. Each party hereto agrees to execute any and all further documents and writings and to perform such other actions which may be or become reasonably necessary or expedient to effectuate and carry out this Agreement.

(i) Severability. Any provision hereof which is prohibited or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

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(j) Integration. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter.

(k) Waiver of Trial By Jury. Insofar as is permitted by law, each party irrevocably waives any and all rights to trial by jury in any legal proceeding in connection with this Agreement, and acknowledges that this waiver is a material inducement to the other party's entering into this Agreement hereunder.

(l) Jurisdiction. With respect to any suit, action or proceeding relating to this Agreement, each party irrevocably submits to the jurisdiction of courts in the State of New York and the United States District Court located in the Borough of Manhattan in New York City.

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IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

INDYMAC MBS, INC.

<SIGNATURE>
By:  /s/ Jill Jacobson
     ----------------------------------
     Name:    Jill Jacobson
     Title:   Vice President

INDYMAC BANK, F.S.B.

<SIGNATURE>
By:  /s/ Jill Jacobson
     ----------------------------------
     Name:    Jill Jacobson
     Title:   Vice President

CREDIT SUISSSE INTERNATIONAL

<SIGNATURE>
By:  /s/ Barry Dixon
     ----------------------------------
     Name:    Barry Dixon
     Title:   Authorized Signatory


By:  /s/ Thelma Loshkajian
     ----------------------------------
     Name:    Thelma Loshkajian
     Title:   Authorized Signatory

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BROKERAGE PARTNERS