EXHIBIT 99.12
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The Class 1-A3A Contract Guarantee.
EXHIBIT A to Schedule
GUARANTEE OF ▇▇▇▇▇▇ BROTHERS HOLDINGS INC.
▇▇▇▇▇▇ BROTHERS SPECIAL FINANCING INC. ("Party A") and U.S. Bank,
National Association, solely in its capacity as trustee (the `Grantor
Trustee") of the INDYMAC INDX GRANTOR TRUST SERIES 2006-AR14 1-A3A ("Party B")
have entered into a Master Agreement dated as of October 31, 2006 as amended
from time to time (the "Master Agreement"), pursuant to which Party A and
Party B have entered and/or anticipate entering into one or more transactions
(each a "Transaction"), the Confirmation of each of which supplements, forms
part of, and will be read and construed as one with, the Master Agreement
(collectively referred to as the "Agreement"). This Guarantee is a Credit
Support Document as contemplated in the Agreement. For value received, and in
consideration of the financial accommodation accorded to Party A by Party B
under the Agreement, ▇▇▇▇▇▇ BROTHERS HOLDINGS INC., a corporation organized
and existing under the laws of the State of Delaware ("Guarantor"), hereby
agrees to the following:
(a) Guarantor hereby unconditionally guarantees to Party B the due
and punctual payment of all amounts payable by Party A in connection with each
Transaction when and as Party A's obligations thereunder shall become due and
payable in accordance with the terms of the Agreement (whether at maturity, by
acceleration or otherwise). Guarantor hereby agrees, upon written demand by
Party B, to pay or cause to be paid any such amounts punctually when and as
the same shall become due and payable.
(b) Guarantor hereby agrees that its obligations under this Guarantee
constitute a guarantee of payment when due and not of collection.
(c) Guarantor hereby agrees that its obligations under this Guarantee
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Agreement against Party A (other than as a result of the
unenforceability thereof against Party B), the absence of any action to
enforce Party A's obligations under the Agreement, any waiver or consent by
Party B with respect to any provisions thereof, the entry by Party A and Party
B into any amendments to the Agreement, additional Transactions under the
Agreement or any other circumstance which might otherwise constitute a legal
or equitable discharge or defense of a guarantor (excluding the defense of
payment or statute of limitations, neither of which is waived) provided,
however, that Guarantor shall be entitled to exercise any right that Party A
could have exercised under the Agreement to cure any default in respect of its
obligations under the Agreement or to setoff, counterclaim or withhold payment
in respect of any Event of Default or Potential Event of Default in respect of
Party B or any Affiliate, but only to the extent such right is provided to
Party A under the Agreement. The Guarantor acknowledges that Party A and Party
B may from time to time enter into one or more Transactions pursuant to the
Agreement and agrees that the obligations of the Guarantor under this
Guarantee will upon the execution of any such Transaction by Party A and Party
B extend to all such Transactions without the taking of further action by the
Guarantor.
(d) This Guarantee shall remain in full force and effect until the
first to occur of (i) receipt by Party B of a written notice of termination
from Guarantor or (ii) none of the obligations of Party A remain outstanding.
Termination of this Guarantee shall not affect Guarantor's liability hereunder
as to obligations incurred or arising out of Transactions entered into prior
to the termination hereof.
(e) Guarantor further agrees that this Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time, payment, or
any part thereof, of any obligation or interest thereon is rescinded or must
otherwise be restored by Party B upon an Event of Default as set forth in
Section 5(a)(vii) of the Master Agreement affecting Party A or Guarantor.
(f) Guarantor hereby waives (i) promptness, diligence, presentment,
demand of payment, protest, order and, except as set forth in paragraph (a)
hereof, notice of any kind in connection with the Agreement and this
Guarantee, or (ii) any requirement that Party B exhaust any right to take any
action against Party A or any other person prior to or contemporaneously with
proceeding to exercise any right against Guarantor under this Guarantee.
This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York without regard to conflicts of laws
principles. All capitalized terms not defined in this Guarantee, but defined
in the Agreement, shall have the meanings assigned thereto in the Agreement.
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇▇ has caused this Guarantee to be
executed by its duly authorized officer as of the date of the Agreement.
▇▇▇▇▇▇ BROTHERS HOLDINGS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ III
Title: Vice President
Date: October 30, 2006
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