Deutsche
Bank National Trust Company, not in its individual capacity, but
solely as
Supplemental Interest Trustee on behalf of the Supplemental Interest
Trust
with respect to Residential Asset Securitization Trust
2007-A5
The
purpose of this letter
agreement is to confirm the terms and conditions of the Transaction entered
into
on the Trade Date specified below (the "Transaction") between Bear Stearns
Financial Products Inc. (“Party A”) and Deutsche Bank National Trust
Company, not in its individual capacity, but solely as Supplemental Interest
Trustee on behalf of the Supplemental Interest Trust with respect to Residential
Asset Securitization Trust 2007-A5 (“Party B”).
Reference
is hereby made to the Pooling and Servicing Agreement, dated as
of March 1, 2007, among IndyMac MBS, Inc., as depositor ('Depositor"),
IndyMac Bank, F.S.B., as seller and servicer ("Seller and Servicer"), and
Deutsche Bank National Trust Company, as supplemental interest trustee
("Supplemental Interest Trustee"). This letter agreement
constitutes the sole and complete “Confirmation,” as referred to in the Master
Agreement specified below, with respect to this Transaction.
1.
This
Confirmation is subject to and incorporates the 2000 ISDA
Definitions (the “Definitions”), as published by the International
Swaps and Derivatives Association, Inc. (“ISDA”). This Confirmation
supplements, forms a part of and is subject to the ISDA Master Agreement
dated as of March 29, 2007 between Party A and Party B (the agreement,
as
amended and supplemented from time to time, being referred to herein
as
the “Master Agreement”). All provisions contained in, or
incorporated by reference to, the Master Agreement shall govern the
Transaction referenced in this Confirmation except as expressly modified
herein. In the event of any inconsistency between this Confirmation
and
the Definitions or Master Agreement, this Confirmation shall
prevail.
Reference
Number: FXNEC9358
Deutsche
Bank National Trust Company, not in its individual capacity, but solely as
Supplemental
Interest Trustee on behalf of the Supplemental Interest Trust with respect
to
Inapplicable.
Premium has beenpaid under the Old
Transaction.
Floating
Amounts:
Floating
Rate Payer:
Party
A
Cap
Rate:
6.10000%
Floating
Rate Payer
Period
End Dates:
The
25th
calendar day of each monthduring
theTerm of this Transaction, commencing April 25,2007 and ending on the Termination Date, with No
Adjustment.
Floating
Rate Payer
Payment
Dates:
Early
Payment shall be applicable. The Floating Rate Payer Payment Dates
shall
be two Business Days preceding each Floating Rate Payer Period End
Date.
Floating
Rate Option:
USD-LIBOR-BBA,
provided, however, that if the Floating Rate determined from such
Floating
Rate Option for any Calculation Period is greater than 9.10000% then
the
Floating Rate for such Calculation Period shall be deemed to be
9.10000%.
Designated
Maturity:
One
month
Reference
Number: FXNEC9358
Deutsche
Bank National Trust Company, not in its individual capacity, but solely as
Supplemental
Interest Trustee on behalf of the Supplemental Interest Trust with respect
to
NEITHER
THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF
THE
BEAR STEARNS COMPANIES INC. OTHER THAN PARTY A
IS AN
OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS
TRANSACTION.
Non-Reliance.Each
party represents to the other party that (a) it has not received and is not
relying upon any legal, tax, regulatory, accounting or other advice (whether
written or oral) of the other party regarding this Transaction, other than
representations expressly made by that other party in this Confirmation and
in
the Master Agreement and (b) in respect of this Transaction, (i) it has the
capacity to evaluate (internally or through independent professional advice)
this Transaction and has made its own decision to enter into this Transaction
and (ii) it understands the terms, conditions and risks of this Transaction
and
is willing to assume (financially and otherwise) those risks. Party B
acknowledges that Party A has advised Party B to consult its own tax, accounting
and legal advisors in connection with this Transaction evidenced by this
Confirmation and that the Party B has done so.
Reference
Number: FXNEC9358
Deutsche
Bank National Trust Company, not in its individual capacity, but solely
as
Supplemental
Interest Trustee on behalf of the Supplemental Interest Trust with respect
to
This
Confirmation may be executed in several counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.
Party
B hereby agrees to
check this Confirmation and to confirm that the foregoing correctly sets forth
the terms of the Transaction by signing in the space provided below and
returning to Party A a facsimile of the fully-executed Confirmation to
212-272-9857. For inquiries regarding U.S. Transactions, please
contact Derivatives Documentation by telephone at212-272-2711. For all
other
inquiries please contact Derivatives Documentation by
telephone at 353-1-402-6233.
Originals
will be
provided for your execution upon your request.
Reference
Number: FXNEC9358
Deutsche
Bank National Trust Company, not in its individual capacity, but solely
as
Supplemental
Interest Trustee on behalf of the Supplemental Interest Trust with respect
to
We
are
very pleased to have executed this Transaction with you and we look forward
to
completing other transactions with you in the near future.
Very
truly yours,
BEAR
STEARNS FINANCIAL PRODUCTS INC.
By:
/s/
Annie Manevitz
Name:
Annie Manevitz
Title:
Authorized
Signatory
Party
B,
acting through its duly authorized signatory, hereby agrees to, accepts and
confirms the terms of the foregoing as of the Trade Date.
DEUTSCHE
BANK NATIONAL TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
SUPPLEMENTAL INTEREST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST
WITH
RESPECT TO RESIDENTIAL ASSET SECURITIZATION TRUST 2007-A5
By:
/s/
Jennifer Hermansader
Name:
Jennifer Hermansader
Title:
Associate
am
Dates Referenced Herein and Documents Incorporated by Reference
