EXHIBIT 99.2
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The Class 1-A2AU Corridor Contract
XXXXXX BROTHERS
Transaction
Date: 31 October, 2006
To: IndyMac INDX Mortgage Loan Trust 0000-XX00
x/x Xxxxxxxx Bank National Trust Company
0000 Xxxx Xx. Xxxxxx Xxxxx,
Xxxxx Xxx, Xxxxxxxxxx 00000-0000,
Attention: Trust Administration; IN06AE
Facsimile: (000) 000-0000
From: Xxxxxx Brothers Special Financing Inc.
Xxxxx Xxx - Transaction Management Group
Facsimile: 000-000-0000
Telephone: 000-000-0000
Ref. Numbers: Effort ID: N1110929 / Global Deal ID: 2722792 and 2722794
SUBJECT: CAP TRANSACTION
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Dear Sir or Madam:
The purpose of this communication is to set forth the terms and conditions of
the interest rate transaction that has been entered into on the Trade Date
referred to below (the "Transaction"), between Xxxxxx Brothers Special
Financing Inc. ("Party A") and Deutsche Bank National Trust Company, solely in
its capacity as corridor trustee (the "Corridor Trustee") for IndyMac INDX
Mortgage Loan Trust 2006-AR14, a common law corridor trust (the "Corridor
Trust" or "Party B"). This communication constitutes a "Confirmation" as
referred to in the ISDA Form specified below.
This Confirmation is subject to and incorporates the terms of the 1992 version
of the preprinted multicurrency cross-border form of Master Agreement (the
"ISDA Form") published by the International Swaps and Derivatives Association,
Inc. ("ISDA"), but without regard to any modifications or elections that the
parties may be entitled to make pursuant to a Schedule except as provided in
the Additional Provisions paragraph herein. All provisions contained in, or
incorporated by reference to, the ISDA Form shall govern this Confirmation
except as expressly modified below. In addition, this Confirmation shall
itself evidence a complete and binding agreement between you and us as to the
terms and conditions of the Transaction to which this Confirmation relates.
Party A and Party B each represents that entering into the Transaction is
authorized and does not violate any laws of its jurisdiction of organization
or residence or the terms of any agreement to which it is a party and that,
upon due execution and delivery of this Confirmation, it will constitute a
legally valid and binding obligation, enforceable against it in accordance
with its terms, subject to applicable principles of bankruptcy and creditors'
rights generally and to equitable principles of general application.
The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and the terms of this Confirmation, this
Confirmation will govern. For the purpose of the Definitions, references
herein to a "Transaction" shall be deemed to be references to a "Swap
Transaction".
XXXXXX BROTHERS SPECIAL FINANCING INC.
XXXXXX BROTHERS INC.
000 XXXXXXX XXXXXX, XXX XXXX XX 00000
The terms of the particular Transaction to which this Confirmation relates are
as follows:
General Terms:
Trade Date: 26 October, 2006
Effective Date: 25 October, 2006
Termination Date: 25 July, 2009, subject to adjustment in accordance
with the Modified Following Business Day
Convention,
Notional Amount: USD 104,483,000.00 for the initial Calculation
Period and for each Calculation Period thereafter
as set forth in Schedule A attached hereto.
Fixed Amounts:
Fixed Amount Payer: Party B
Fixed Amount Payer Payment Dates: Inapplicable
Fixed Amount: By its execution hereof and with effect from the
Trade Date above Party A irrevocably acknowledges
receipt of all agreed consideration from Party B in
respect of this Transaction.
Floating Amounts:
Floating Rate Payer: Party A
Floating Rate: The lesser of (i) 2.25% and (ii) the greater of (a)
0% and (b) USD-LIBOR-BBA with a Designated Maturity
of one month minus 9.10%
Floating Rate Payer The twenty-fifth (25th) calendar day of each month,
Period End Dates: from and including 25 November, 2006 to and
including the Termination Date, subject to
adjustment in accordance with the Modified
Following Business Day Convention.
Early Payment One (1) Business Day preceding each Floating Rate
Payer Period End Date.
Spread: Inapplicable
Floating Rate Day Count Fraction: Actual/360
Reset Dates: The first day of each Calculation Period
Effort ID: N1110929 / Global Deal ID: 2722792 and 2722794
Page 2 of 6
Business Days: New York
Miscellaneous:
Calculation Agent: Party A
Governing Law: New York, without reference to choice of law
doctrine.
Transfer: Notwithstanding Section 7 of the ISDA Form, Party A
may assign its rights and obligations under this
Transaction, in whole and not in part, to any
Affiliate of Xxxxxx Brothers Holdings Inc.
("Holdings") effective upon delivery to Party B of
the guarantee by Holdings, in favor of Party B, of
the obligations of such Affiliate.
Termination Currency: USD
Additional Provisions:
1. The "Automatic Early Termination" provisions of Section 6(a) of
the ISDA Form will not apply.
2. Payments on Early Termination. For the purposes of Section 6(e)
of the ISDA Form, Loss and Second Method will be used.
3. Representations. Section 3 of the ISDA Form is hereby amended by
adding the following additional subsections:
(a) No Agency. It is entering into this Transaction as
principal.
(b) Eligible Contract Participant. It is an "eligible contract
participant" as defined in the Commodity Futures
Modernization Act of 2000.
(c) No Reliance. In connection with the negotiation, entering
into and execution of this Transaction, Party B acknowledges
and agrees that: (i) Party A is acting for its own account
and not as a fiduciary for, or financial or investment
advisor to, Party B (or in any similar capacity) regardless
of whether Party A provides Party B with market information
or its views; (ii) Party B is not relying upon any
communications (whether written or oral) from Party A as
investment advice or as a recommendation to enter into this
Transaction (other than the representations expressly set
forth in the ISDA Form), it being understood that
information and explanations related to the terms and
conditions of this Transaction shall not be considered
investment advice or a recommendation to enter into this
Transaction; (iii) Party B has not received from Party A any
assurance or guarantee as to the expected results of this
Transaction and understands the risks of the Transaction;
(iv) Party B 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 independent investment, hedging, and trading
decisions based upon its own judgment and upon any advice
Effort ID: N1110929 / Global Deal ID: 2722792 and 2722794
Page 3 of 6
from such advisors as it has deemed necessary and not upon
any view expressed by Party A; and (v) Party B has
determined based upon its own judgment and upon any advice
received from its own professional advisors as it has deemed
necessary to consult that entering into the Transaction is
appropriate for such party in light of its financial
capabilities and objectives.
4. Netting of Payments. Subparagraph (ii) of Section 2(c) of the
ISDA Form will not apply to any Transaction between the parties
hereto.
5. 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 Transaction, and
acknowledges that this waiver is a material inducement to the
other party's entering into this Transaction.
6. Compliance with Regulation AB. Party A and Party B agree that the
terms of the Item 1115 Agreement dated as of 24 May, 2006 (the
"Regulation AB Agreement"), among IndyMac Bank, F.S.B., IndyMac
MBS, Inc., IndyMac ABS and Party A shall be incorporated by
reference into this Confirmation so that Party B shall be an
express third party beneficiary of the Regulation AB Agreement. A
copy of the Regulation AB Agreement is attached hereto as Exhibit
A.
7. Limitation of Liability. It is expressly understood and agreed by
the parties hereto that (a) this Confirmation is executed and
delivered by Deutsche Bank National Trust Company ("Deutsche
Bank"), not individually or personally but solely as the Corridor
Trustee, in the exercise of the powers and authority conferred
and vested in it, (b) the representations, undertakings and
agreements herein made on the part of the Trust are made and
intended not as personal representations, undertakings and
agreements by Deutsche Bank but are made and intended for the
purpose of binding only the Trust, (c) nothing herein contained
shall be construed as creating any liability on Deutsche Bank,
individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if
any, being expressly waived by the parties who are signatories to
this Confirmation and by any person claiming by, through or under
such parties and (d) under no circumstances shall Deutsche Bank
be personally liable for the payment of any indebtedness or
expenses of the 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.
8. Section 5(a)(vii)(2) of the ISDA Form will not apply to Party B.
9. Credit Support Document: With respect to Party A, the Guarantee
of Xxxxxx Brothers Holdings Inc.
Credit Support Provider: With respect to Party A, Xxxxxx Brothers
Holdings Inc.
Payment Instructions for Party B in USD:
Deutsche Bank Trust Company Americas
ABA# 000000000
Account# 00000000
Account Name: NYLTD Funds Control/Stars West
Ref: IndyMac INDX 2006-AR14 1-A2AU Corridor
Effort ID: N1110929 / Global Deal ID: 2722792 and 2722794
Page 4 of 6
Please confirm your agreement with the foregoing by executing this
Confirmation and returning such Confirmation, in its entirety, to us at
facsimile number 000-000-0000 (United States of America), Attention:
Documentation.
Very truly yours,
Xxxxxx Brothers Special Financing Inc.
/s/ Xxxxxxx Xxxxxx
By: Xxxxxxx Xxxxxx
Authorized Signatory
Accepted and confirmed as
of the date first written
Corridor Trust for the IndyMac INDX Mortgage Loan Trust 2006-AR14
By: Deutsche Bank National Trust Company
not in its individual capacity but solely as Corridor Trustee
By: /s/ Xxxxxxxx Xxxxxxxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxxxxxxx
-------------------------------
Title: Associate
------------------------------
Effort ID: N1110929 / Global Deal ID: 2722792 and 2722794
Page 5 of 6
Schedule A
------------------------------------- ---------------------------- ----------------------
Calculation Period from and Calculation Period up to Notional Amount (in
including but excluding USD)
------------------------------------ ---------------------------- ----------------------
October 25, 2006 November 25, 2006 104,483,000.00
------------------------------------ ---------------------------- ----------------------
November 25, 2006 December 25, 2006 104,483,000.00
------------------------------------ ---------------------------- ----------------------
December 25, 2006 January 25, 2007 104,483,000.00
------------------------------------ ---------------------------- ----------------------
January 25, 2007 February 25, 2007 104,483,000.00
------------------------------------ ---------------------------- ----------------------
February 25, 2007 March 25, 2007 104,483,000.00
------------------------------------ ---------------------------- ----------------------
March 25, 2007 April 25, 2007 104,483,000.00
------------------------------------ ---------------------------- ----------------------
April 25, 2007 May 25, 2007 104,483,000.00
------------------------------------ ---------------------------- ----------------------
May 25, 2007 June 25, 2007 104,483,000.00
------------------------------------ ---------------------------- ----------------------
June 25, 2007 July 25, 2007 104,483,000.00
------------------------------------ ---------------------------- ----------------------
July 25, 2007 August 25, 2007 104,483,000.00
------------------------------------ ---------------------------- ----------------------
August 25, 2007 September 25, 2007 104,483,000.00
------------------------------------ ---------------------------- ----------------------
September 25, 2007 October 25, 2007 104,483,000.00
------------------------------------ ---------------------------- ----------------------
October 25, 2007 November 25, 2007 104,483,000.00
------------------------------------ ---------------------------- ----------------------
November 25, 2007 December 25, 2007 104,483,000.00
------------------------------------ ---------------------------- ----------------------
December 25, 2007 January 25, 2008 104,483,000.00
------------------------------------ ---------------------------- ----------------------
January 25, 2008 February 25, 2008 104,483,000.00
------------------------------------ ---------------------------- ----------------------
February 25, 2008 March 25, 2008 104,483,000.00
------------------------------------ ---------------------------- ----------------------
March 25, 2008 April 25, 2008 104,483,000.00
------------------------------------ ---------------------------- ----------------------
April 25, 2008 May 25, 2008 104,483,000.00
------------------------------------ ---------------------------- ----------------------
May 25, 2008 June 25, 2008 104,483,000.00
------------------------------------ ---------------------------- ----------------------
June 25, 2008 July 25, 2008 104,483,000.00
------------------------------------ ---------------------------- ----------------------
July 25, 2008 August 25, 2008 104,483,000.00
------------------------------------ ---------------------------- ----------------------
August 25, 2008 September 25, 2008 104,483,000.00
------------------------------------ ---------------------------- ----------------------
September 25, 2008 October 25, 2008 94,663,861.85
------------------------------------ ---------------------------- ----------------------
October 25, 2008 November 25, 2008 83,354,270.25
------------------------------------ ---------------------------- ----------------------
November 25, 2008 December 25, 2008 72,042,233.13
------------------------------------ ---------------------------- ----------------------
December 25, 2008 January 25, 2009 61,137,357.56
------------------------------------ ---------------------------- ----------------------
January 25, 2009 February 25, 2009 50,510,815.24
------------------------------------ ---------------------------- ----------------------
February 25, 2009 March 25, 2009 40,238,690.03
------------------------------------ ---------------------------- ----------------------
March 25, 2009 April 25, 2009 30,180,378.89
------------------------------------ ---------------------------- ----------------------
April 25, 2009 May 25, 2009 20,452,717.66
------------------------------------ ---------------------------- ----------------------
May 25, 2009 June 25, 2009 10,978,067.72
------------------------------------ ---------------------------- ----------------------
June 25, 2009 July 25, 2009 1,655,943.63
------------------------------------ ---------------------------- ----------------------
