EXHIBIT 99.3
The Class A-4 Confirmation
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The Bank of New York
[LOGO OMITTED]
Dated: June 9, 2006
Rate Cap Transaction
Re: BNY Reference No. 37970
Ladies and Gentlemen:
The purpose of this letter agreement ("Agreement") is to confirm the terms
and conditions of the rate Cap Transaction entered into on the Trade Date
specified below (the "Transaction") between The Bank of New York ("BNY"), a
trust company duly organized and existing under the laws of the State of New
York, and Deutsche Bank National Trust Company, not in its individual capacity,
but solely as trustee (in such capacity, the "Trustee") under the Pooling and
Servicing Agreement, dated as of May 1, 2006, among IndyMac MBS, Inc., as
depositor (the "Depositor"), IndyMac Bank, F.S.B., as seller (the "Seller"),
(the "Pooling and Servicing Agreement"). IndyMac INDA Mortgage Loan Trust
2006-AR-1 (the "Issuing Entity") is referred to herein as the "Counterparty".
This Agreement, which evidences a complete and binding agreement between you and
us to enter into the Transaction on the terms set forth below, constitutes a
"Confirmation" as referred to in the "ISDA Form Master Agreement" (as defined
below), as well as a "Schedule" as referred to in the ISDA Form Master
Agreement.
1. Form of Agreement. This Agreement is subject to the 2000 ISDA Definitions
(the "Definitions"), as published by the International Swaps and
Derivatives Association, Inc. ("ISDA"). You and we have agreed to enter
into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA
Master Agreement (Multicurrency--Cross Border) form (the "ISDA Form Master
Agreement"). An ISDA Form Master Agreement, as modified by the Schedule
terms in Paragraph 4 of this Confirmation (the "Master Agreement"), shall
be deemed to have been executed by you and us on the date we entered into
the Transaction. Except as otherwise specified, references herein to
Sections shall be to Sections of the ISDA Form Master Agreement and the
Master Agreement, and references to Paragraphs shall be to paragraphs of
this Agreement. In the event of any inconsistency between the provisions
of this Agreement and the Definitions or the ISDA Form Master Agreement,
this Agreement shall prevail for purposes of the Transaction. Capitalized
terms not otherwise defined herein or in the Definitions or the Master
Agreement shall have the meaning defined for such term in the Pooling and
Servicing Agreement.
2. Certain Terms. The terms of the particular Transaction to which this
Confirmation relates are as follows:
Type of Transaction: Rate Cap
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Notional Amount: With respect to any Calculation Period, the lesser
of (i) the amount set forth on the attached
Schedule I and (ii) the Class Certificate Balance
of the Class A-4 Certificates immediately prior to
the related Distribution Date (as each such term
is defined in the Pooling and Servicing
Agreement).
The Class Certificate Balance of the Certificates
shall be published on the IndyMac INDA 2006-AR1
Statement to Certificateholders generated by
Deutsche Bank National Trust Company on the
Deutsche Bank National Trust Company internet
website xxxxx://xxx.xxx.xx.xxx/xxxx under the
column heading Current Principal Balance. If such
report does not appear on the internet website
referenced above, the Class Certificate Balance of
the Certificates can be obtained by contacting the
trustee at its corporate trust office located
xx0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx,
Xxxxxxxxxx 00000, Attention Trust Administration
IN06D1or by contacting the trustee's investor
relations desk at (000) 000-0000.
Trade Date: June 9, 2006
Effective Date: June 25, 2006
Termination Date: August 25, 2013, subject to adjustment in
accordance with the Following Business Day
Convention.
FLOATING AMOUNTS
Floating Rate Payer: BNY
Cap Rate: 5.3473%
Floating Rate for initial
Calculation Period: To be determined
Floating Rate Day Count
Fraction: 30/360
Floating Rate Option: USD-LIBOR-BBA, provided, however, if
the Floating Rate Option for a Calculation Period
is greater than 8.86% then the Floating Rate
Option for such Calculation Period shall be deemed
equal to 8.86%.
Designated Maturity: One month
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Spread: Inapplicable
Floating Rate Payer
Period End Dates: The 25th day of each month, beginning on July
25, 2006 and ending on the Termination Date,
with No Adjustments.
Floating Rate Payer
Payment Dates: Early Payment shall be applicable. The Floating
Rate Payer Payment Date shall be two (2) Business
Days preceding each Floating Rate Payer Period End
Date.
Reset Dates: The first day of each Calculation Period or
Compounding Period, if Compounding is applicable.
Compounding: Inapplicable
Business Days for Payments
By both parties: New York
Calculation Agent: BNY
3. Additional Provisions:
1) Reliance. Each party hereto is hereby advised and acknowledges 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.
2) Transfer, Amendment and Assignment. No transfer, amendment, waiver,
supplement, assignment or other modification of this Transaction shall be
permitted by either party unless each of Standard & Poor's Ratings
Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x
Investors Service, Inc. ("Moody's"), has been provided notice of the same
and confirms in writing (including by facsimile transmission) that it will
not downgrade, qualify, withdraw or otherwise modify its then-current
ratings on the Certificates issued under the Pooling and Servicing
Agreement (the "Certificates").
4. Provisions Deemed Incorporated in a Schedule to the Master Agreement:
1) No Netting Between Transactions. The parties agree that subparagraph
(ii) of Section 2(c) will apply to any Transaction.
2) Termination Provisions. Subject to the provisions of Paragraph 4(11)
below, for purposes of the Master Agreement:
(a) "Specified Entity" is not applicable to BNY or the
Counterparty for any purpose.
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(b) The "Breach of Agreement" provision of Section 5(a)(ii) shall
apply to BNY and shall not apply to the Counterparty.
(c) The "Credit Support Default" provisions of Section 5(a)(iii)
will not apply to BNY (except with respect to credit support
furnished pursuant to Paragraph 4.9) below or the
Counterparty.
(d) The "Misrepresentation" provisions of Section 5(a)(iv) shall
apply to BNY and shall not apply to the Counterparty.
(e) "Default under Specified Transaction" is not applicable to BNY
or the Counterparty for any purpose, and, accordingly, Section
5(a)(v) shall not apply to BNY or the Counterparty.
(f) The "Cross Default" provisions of Section 5(a)(vi) will not
apply to BNY or to the Counterparty.
(g) The "Bankruptcy" provisions of Section 5(a)(vii)(2) will not
apply to the Counterparty; the words "trustee" and "custodian"
in Section 5(a)(vii)(6) will not include the Trustee; and the
words "specifically authorized " are inserted before the word
"action" in Section 5(a)(vii)(9).
(h) The "Credit Event Upon Merger" provisions of Section 5(b)(iv)
will not apply to BNY or the Counterparty.
(i) The "Automatic Early Termination" provision of Section 6(a)
will not apply to BNY or to the Counterparty.
(j) Payments on Early Termination. For the purpose of Section
6(e):
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(k) "Termination Currency" means United States Dollars.
(l) No Additional Amounts Payable by Counterparty. The
Counterparty shall not be required to pay any additional
amounts pursuant to Section 2(d)(i)(4) or 2(d)(ii).
3) Tax Representations.
(a) Payer Representations. For the purpose of Section 3(e), BNY
and the Counterparty make the following representations:
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It is not required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, of
any Relevant Jurisdiction to make any deduction or withholding
for or on account of any Tax from any payment (other than
interest under Section 2(e), 6(d)(ii) or 6(e)) to be made by
it to the other party under this Agreement. In making this
representation, it may rely on:
(i) the accuracy of any representations made by the other
party pursuant to Section 3(f);
(ii) the satisfaction of the agreement contained in Section 4
(a)(i) or 4(a)(iii) and the accuracy and effectiveness
of any document provided by the other party pursuant to
Section 4 (a)(i) or 4(a)(iii); and
(iii) the satisfaction of the agreement of the other party
contained in Section 4(d), provided that it shall not be
a breach of this representation where reliance is placed
on clause (ii) and the other party does not deliver a
form or document under Section 4(a)(iii) by reason of
material prejudice of its legal or commercial position.
(b) Payee Representations. For the purpose of Section 3(f), BNY
and the Counterparty make the following representations.
(i) The following representation will apply to BNY:
(x) It is a "U.S. person" (as that term is used in
section 1.1441-4(a)(3)(ii) of the United States Treasury
Regulations) for United States federal income tax
purposes, (y) it is a trust company duly organized and
existing under the laws of the State of New York, and
(y) its U.S. taxpayer identification number is
000000000.
(ii) The following representation will apply to the
Counterparty:
The beneficial owner of payments made to it under this
Agreement is a "U.S. person" (as that term is used in
section 1.1441-4(a)(3)(ii) of United States Treasury
Regulations) for United States federal income tax
purposes.
4) Documents to be delivered. For the purpose of Section 4(a):
(a) Tax forms, documents or certificates to be delivered are:
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Party required to Covered by Section
deliver document Form/Document/ Certificate Date by which 3(d) Representation
to be
delivered
BNY and Any document required or reasonably Upon the execution Yes
Counterparty requested to allow the other party and delivery of
to make payments under this this Agreement
Agreement without any deduction or
withholding for or on the account of
any tax.
(b) Other documents to be delivered are:
Party required to Form/Document/ Certificate Date by which Covered by Section
deliver document to be 3(d) Representation
delivered
BNY A certificate of an authorized Upon the execution Yes
officer of the party, as to the and delivery of
incumbency and authority of the this Agreement
respective officers of the party
signing this Agreement, any relevant
Credit Support Document, or any
Confirmation, as the case may be.
Counterparty (i) a copy of the executed Pooling Upon the execution Yes
and Servicing Agreement, and (ii) an and delivery of
incumbency certificate verifying the this Agreement
true signatures and authority of the
person or persons signing this letter
agreement on behalf of the
Counterparty and the authority of
such party to enter into Transactions
contemplated and performance of its
obligations hereunder.
BNY A copy of the most recent publicly Promptly after Yes
available regulatory call report. request by the
other party
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5) Miscellaneous.
(a) Address for Notices: For the purposes of Section 12(a):
Address for notices or communications to BNY:
The Bank of New York
Swaps and Derivative Products Group
Global Market Division
00 Xxx Xxxx 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxx
with a copy to:
The Bank of New York
Swaps and Derivative Products Group
00 Xxx Xxxx 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxx
Tele: 000-000-0000
Fax: 000-000-0000/5837
(For all purposes)
Address for notices or communications to the Counterparty:
IndyMac INDA Mortgage Loan Trust 2006-AR1
c/o Deutsche Bank National Trust Company
0000 Xxxx Xx. Xxxxxx Xxxxx,
Xxxxx Xxx, Xxxxxxxxxx 00000-0000,
Attention: Trust Administration: IN06D1
FAX: (000) 000-0000
TELE: (000) 000-0000
(b) Process Agent. For the purpose of Section 13(c):
BNY appoints as its Process Agent: Not Applicable
The Counterparty appoints as its Process Agent: Not
Applicable
(c) Offices. The provisions of Section 10(a) will not apply to
this Agreement; neither BNY nor the Counterparty have any
Offices other than as set forth in the Notices Section and BNY
agrees that, for purposes of Section 6(b), it shall not in
future have any Office other than one in the United States.
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(d) Multibranch Party. For the purpose of Section 10(c):
BNY is not a Multibranch Party.
The Counterparty is not a Multibranch Party.
(e) Calculation Agent. The Calculation
Agent is BNY.
(f) Credit Support Document. Not
applicable for either BNY (except with
respect to credit support furnished
pursuant to Paragraph 9) or the
Counterparty.
(g) Credit Support Provider.
BNY: Not Applicable (except with respect
to credit support furnished pursuant
to Paragraph 9)
Counterparty: Not Applicable
(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 conflict of law provisions
thereof other than New York General Obligations Law Sections
5-1401 and 5-1402.
(i) 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) for any reason, 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.
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.
(j) Recording of Conversations. Each party (i) consents to the
recording of telephone conversations between the trading,
marketing and other relevant personnel of the parties in
connection with this Agreement or any potential Transaction,
(ii) agrees to obtain any necessary consent of, and give any
necessary notice of such recording to, its relevant personnel
and (iii) agrees,
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to the extent permitted by applicable law, that recordings may
be submitted in evidence in any Proceedings.
(k) Waiver of Jury Trial. Each party waives any right it may have
to a trial by jury in respect of any Proceedings relating to
this Agreement or any Credit Support Document.
(l) Non-Recourse. Notwithstanding any provision herein or in the
ISDA Form Master Agreement to the contrary, the obligations of
the Counterparty hereunder are limited recourse obligations of
the Counterparty, payable solely from the Issuing Entity and
the proceeds thereof to satisfy the Counterparty's obligations
hereunder. In the event that the Issuing Entity and proceeds
thereof should be insufficient to satisfy all claims
outstanding and following the realization of the Issuing
Entity and the distribution of the proceeds thereof in
accordance with the Pooling and Servicing Agreement, any
claims against or obligations of the Counterparty under the
ISDA Form Master Agreement or any other confirmation
thereunder, still outstanding shall be extinguished and
thereafter not revive. This provision shall survive the
expiration of this Agreement.
(m) Limitation on Institution of Bankruptcy Proceedings. BNY shall
not institute against or cause any other person to institute
against, or join any other person in instituting against the
Counterparty, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, under any of the laws
of the United States or any other jurisdiction, for a period
of one year and one day (or, if longer, the applicable
preference period) following indefeasible payment in full of
the Certificates. This provision shall survive the expiration
of this Agreement.
(n) Remedy of Failure to Pay or Deliver. The ISDA Form Master
Agreement is hereby amended by replacing the word "third" in
the third line of Section 5(a)(i) by the word "second".
(o) "Affiliate" will have the meaning specified in Section 14 of
the ISDA Form Master Agreement, provided that the Counterparty
shall not be deemed to have any Affiliates for purposes of
this Agreement, including for purposes of Section 6(b)(ii).
(p) Trustee's Capacity. It is expressly understood and agreed by
the parties hereto that insofar as this Confirmation is
executed by the Trustee (i) this Confirmation is executed and
delivered by Deutsche Bank National Trust Company, not in its
individual capacity but solely as Trustee pursuant to the
Pooling and Servicing Agreement in the exercise of the powers
and authority conferred and vested in it thereunder and
pursuant to instruction set forth therein (ii) each of the
representations, undertakings and
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agreements herein made on behalf of the trust is made and
intended not as a personal representation, undertaking or
agreement of the Trustee but is made and intended for the
purpose of binding only the Counterparty (iii) nothing herein
contained shall be construed as creating any liability on the
part of Deutsche Bank National Trust Company, individually or
personally, to perform any covenant either expressed or
implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person
claiming by, through or under the parties hereto, and (iv)
under no circumstances will Deutsche Bank National Trust
Company, in its individual capacity be personally liable for
the payment of any indebtedness or expenses or be personally
liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken under
this Confirmation.
(q) Trustee's Representation. Deutsche Bank National Trust
Company, as Trustee, represents and warrants that:
It has been directed under the Pooling and Servicing Agreement
to enter into this letter agreement as Trustee on behalf of
the Counterparty.
(r) Amendment to Pooling and Servicing Agreement. Notwithstanding
any provisions to the contrary in the Pooling and Servicing
Agreement, none of the Depositor, the Trustee shall enter into
any amendment thereto which could have a material adverse
affect on BNY without the prior written consent of BNY.
6) Additional Representations. Section 3 is hereby amended, by
substituting for the words "Section 3(f)" in the introductory
sentence thereof the words "Sections 3(f) and 3(i)" and by adding,
at the end thereof, the following Sections 3(g), 3(h) and 3(i):
"(g) Relationship Between Parties.
(1) Nonreliance. 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.
(2) Evaluation and Understanding.
(i) Each Party is acting for its own account and has
the capacity to evaluate (internally or through
independent professional advice) the Transaction
and has made its own decision to enter into the
Transaction; it is not relying on any
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communication (written or oral) of the other party
as investment advice or as a recommendation to
enter into such transaction; it being understood
that information and explanations related to the
terms and conditions of such transaction shall not
be considered investment advice or a
recommendation to enter into such transaction. No
communication (written or oral) received from the
other party shall be deemed to be an assurance or
guarantee as to the expected results of 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 (and
does, in fact assume) those risks, financially and
otherwise.
(3) Principal. The other party is not acting as a fiduciary
or an advisor for it in respect of this Transaction.
(h) Exclusion from Commodities Exchange Act. (A) It is an
"eligible contract participant" within the meaning of Section
1a(12) of the Commodity Exchange Act, as amended; (B) this
Agreement and each Transaction is subject to individual
negotiation by such party; and (C) neither this Agreement nor
any Transaction will be executed or traded on a "trading
facility" within the meaning of Section 1a(33) of the
Commodity Exchange Act, as amended.
(i) ERISA (Pension Plans). It is not a pension plan or employee
benefits plan and it is not using assets of any such plan or
assets deemed to be assets of such a plan in connection with
this Transaction.
7) Set-off. Notwithstanding any provision of this Agreement or any
other existing or future agreement (but without limiting the
provisions of Section 2(c) and Section 6, except as provided in the
next sentence), 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. The last sentence of the
first paragraph of Section 6(e) shall not apply for purposes of this
Transaction.
8) Additional Termination Events. The following Additional Termination
Events will apply, in each case with respect to BNY as the sole
Affected Party (unless otherwise provided below):
(i) Downgrade. BNY fails to comply with the Downgrade Provisions
as set forth in Paragraph 4(9). BNY shall be the sole Affected
Party.
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9) Provisions Relating to Downgrade of BNY Debt Ratings.
(i) Certain Definitions.
(A) "Rating Agency Condition" means, with respect to any
particular proposed act or omission to act hereunder, that the
Trustee shall have received prior written confirmation from
each of the applicable Rating Agencies, and shall have
provided notice thereof to BNY, that the proposed action or
inaction would not cause a downgrade or withdrawal of their
then-current ratings of the Certificates.
(B) "Qualifying Ratings" means, with respect to the debt of
any assignee or guarantor under Paragraph 4(9)(ii) below,
(x) a short-term unsecured and unsubordinated debt
rating of "P-1" (not on watch for downgrade), and a
long-term unsecured and unsubordinated debt of "A1" (not
on watch for downgrade) (or, if it has no short-term
unsecured and unsubordinated debt rating, a long term
rating of "Aa3" (not on watch for downgrade) by Xxxxx'x,
and
(y) a short-term unsecured and unsubordinated debt
rating of " A-1" by S&P, and
(z) a short-term unsecured and unsubordinated debt
rating of "F-1" by Fitch.
(C) A "Collateralization Event" shall occur with respect to
BNY (or any applicable credit support provider) if:
(x) its short-term unsecured and unsubordinated debt
rating is reduced to "P-1" (and is on watch for
downgrade) or below, and its long-term unsecured and
unsubordinated debt is reduced to "A1" (and is on watch
for downgrade) or below (or, if it has no short-term
unsecured and unsubordinated debt rating, its long term
rating is reduced to "Aa3" (and is on watch for
downgrade) or below) by Xxxxx'x, or
(y) its short-term unsecured and unsubordinated debt
rating is reduced below "A-1" by S&P; or
(z) its short-term unsecured and unsubordinated debt
rating is reduced below "F-1" by Fitch.
(D) A "Ratings Event" shall occur with respect to BNY (or any
applicable credit support provider) if:
(x) its short-term unsecured and unsubordinated debt
rating is withdrawn or reduced to "P-2" or below by
Xxxxx'x and its long-term unsecured and unsubordinated
debt is reduced to "A3" or below
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(or, if it has no short-term unsecured and
unsubordinated debt rating, its long term rating is
reduced to "A2" or below) by Xxxxx'x, or
(y) its long-term unsecured and unsubordinated debt
rating is withdrawn or reduced below "BBB-" by S&P, or
(z) its long-term unsecured and unsubordinated debt
rating is withdrawn or reduced below "BBB-" by Fitch.
For purposes of (C) and (D) above, such events include those
occurring in connection with a merger, consolidation or other
similar transaction by BNY or any applicable credit support
provider, but they shall be deemed not to occur if, within 30 days
(or, in the case of a Ratings Event, 10 Business Days) thereafter,
each of the applicable Rating Agencies has reconfirmed the ratings
of the Certificates, as applicable, which were in effect immediately
prior thereto. For the avoidance of doubt, a downgrade of the rating
on the Certificates could occur in the event that BNY does not post
sufficient collateral.
(ii) Actions to be Taken Upon Occurrence of Event. Subject, in each
case set forth in (A) and (B) below, to satisfaction of the Rating
Agency Condition:
(A) Collateralization Event. If a Collateralization Event
occurs with respect to BNY (or any applicable credit support
provider), then BNY shall, at its own expense, within thirty
(30) days of such Collateralization Ratings Event:
(1) post collateral under agreements and other
instruments approved by the Counterparty, such approval
not to be unreasonably withheld, which will be
sufficient to restore the immediately prior ratings of
the Certificates,
(2) assign the Transaction to a third party, the ratings
of the debt of which (or of the guarantor of which)
meet or exceed the Qualifying Ratings, on terms
substantially similar to this Confirmation, which party
is approved by the Counterparty, such approval not to
be unreasonably withheld,
(3) obtain a guaranty of, or a contingent agreement of,
another person, the ratings of the debt of which (or of
the guarantor of which) meet or exceed the Qualifying
Ratings, to honor BNY's obligations under this
Agreement, provided that such other person is approved
by the Counterparty, such approval not to be
unreasonably withheld, or
(4) establish any other arrangement approved by the
Counterparty, such approval not to be unreasonably
withheld, which will be sufficient to restore the
immediately prior ratings of their Certificates.
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(B) Ratings Event. If a Ratings Event occurs with respect to
BNY (or any applicable credit support provider), then BNY
shall, at its own expense, within ten (10) Business Days of
such Ratings Event:
(1) assign the Transaction to a third party, the
ratings of the debt of which (or of the guarantor of
which) meet or exceed the Qualifying Ratings, on terms
substantially similar to this Confirmation, which
party is approved by the Counterparty, such approval
not to be unreasonably withheld,
(2) obtain a guaranty of, or a contingent agreement of,
another person, the ratings of the debt of which (or of
the guarantor of which) meet or exceed the Qualifying
Ratings, to honor BNY's obligations under this
Agreement, provided that such other person is approved
by the Counterparty, such approval not to be
unreasonably withheld, or
(3) establish any other arrangement approved by the
Counterparty, such approval not to be unreasonably
withheld, which will be sufficient to restore the
immediately prior ratings of the Certificates.
10) Compliance with Regulation AB. BNY and Counterparty agree that the
terms of the Item 1115 Agreement dated as of April 24, 2006 (the
"Regulation AB Agreement"), among IndyMac Bank, F.S.B., IndyMac MBS,
Inc., IndyMac ABS and BNY shall be incorporated by reference into
this Agreement so that Counterparty 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.
11) Additional Provisions. Notwithstanding the terms of Sections 5 and 6
of the ISDA Form Master Agreement, if the Counterparty has satisfied
its payment obligations under Section 2(a)(i) of the ISDA Form
Master Agreement, and shall, at the time, have no future payment or
delivery obligation, whether absolute or contingent, then unless BNY
is required pursuant to appropriate proceedings to return to the
Counterparty or otherwise returns to the Counterparty upon demand of
the Counterparty any portion of such payment, (a) the occurrence of
an event described in Section 5(a) of the ISDA Form Master Agreement
with respect to the Counterparty shall not constitute an Event of
Default or Potential Event of Default with respect to the
Counterparty as the Defaulting Party and (b) BNY shall be entitled
to designate an Early Termination Date pursuant to Section 6 of the
ISDA Form Master Agreement only as a result of a Termination Event
set forth in either Section 5(b)(i) or Section 5(b)(ii) of the ISDA
Form Master Agreement with respect to BNY as the Affected Party or
Section 5(b)(iii) of the ISDA Form Master Agreement with respect to
BNY as the Burdened Party.
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12) BNY Payments to be made to Trustee. BNY will, unless otherwise
directed by the Trustee, make all payments hereunder to the Trustee.
Payment made to the Trustee at the account specified herein or to
another account specified in writing by the Trustee shall satisfy
the payment obligations of BNY hereunder to the extent of such
payment.
5. Account Details and Settlement Information:
Payments to BNY:
The Bank of New York
Derivative Products Support Department
00 Xxx Xxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
ABA #000000000
Account #000-0000-000
Reference: Interest Rate Swap/Cap
Payments to Counterparty:
Deutsche Bank Trust Co-Americas
New York, NY 10006
ABA 000-000-000
Account 00000000
Name NYLTD Funds Control-Stars West
Re: IndyMac INDA Mortgage Loan Trust 2006-AR1 (Class A-4)
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6. Counterparts. This Agreement 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.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this agreement and returning it via facsimile to
Derivative Products Support Dept., Attn: Xxxxx Xx-Xxxxx at 000-000-0000/5837.
Once we receive this we will send you two original confirmations for execution.
Page 17 of 21
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,
THE BANK OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
Page 18 of 21
The Counterparty, acting through its duly authorized signatory, xxxxxx agrees
to, accepts and confirms the terms of the foregoing as of the Trade Date.
INDYMAC INDA MORTGAGE LOAN TRUST 2006-AR1
BY: DEUTSCHE BANK NATIONAL TRUST COMPANY, NOT INDIVIDUALLY, BUT SOLELY AS
TRUSTEE ON BEHALF OF INDYMAC INDA MORTGAGE LOAN TRUST 2006-AR1
By: /s/ Xxxxxxxx Xxxxxxxxxxx
---------------------------
Name: Xxxxxxxx Xxxxxxxxxxx
Title: Associate
Page 19 of 21
SCHEDULE I
Accrual Start Date Accrual End Date Notional Amount (in USD)
------------------ ---------------- ------------------------
6/25/2006 7/25/2006 25,758,000.00
7/25/2006 8/25/2006 25,758,000.00
8/25/2006 9/25/2006 25,758,000.00
9/25/2006 10/25/2006 25,758,000.00
10/25/2006 11/25/2006 25,758,000.00
11/25/2006 12/25/2006 25,758,000.00
12/25/2006 1/25/2007 25,758,000.00
1/25/2007 2/25/2007 25,758,000.00
2/25/2007 3/25/2007 25,758,000.00
3/25/2007 4/25/2007 25,758,000.00
4/25/2007 5/25/2007 25,758,000.00
5/25/2007 6/25/2007 25,758,000.00
6/25/2007 7/25/2007 25,758,000.00
7/25/2007 8/25/2007 25,758,000.00
8/25/2007 9/25/2007 25,758,000.00
9/25/2007 10/25/2007 25,758,000.00
10/25/2007 11/25/2007 25,758,000.00
11/25/2007 12/25/2007 25,758,000.00
12/25/2007 1/25/2008 25,758,000.00
1/25/2008 2/25/2008 25,758,000.00
2/25/2008 3/25/2008 25,758,000.00
3/25/2008 4/25/2008 25,758,000.00
4/25/2008 5/25/2008 25,758,000.00
5/25/2008 6/25/2008 25,758,000.00
6/25/2008 7/25/2008 25,758,000.00
7/25/2008 8/25/2008 25,758,000.00
8/25/2008 9/25/2008 25,758,000.00
9/25/2008 10/25/2008 25,758,000.00
10/25/2008 11/25/2008 25,758,000.00
11/25/2008 12/25/2008 25,758,000.00
12/25/2008 1/25/2009 24,896,725.98
1/25/2009 2/25/2009 23,620,224.61
2/25/2009 3/25/2009 22,391,040.50
3/25/2009 4/25/2009 21,208,222.39
Page 20 of 21
4/25/2009 5/25/2009 20,070,838.12
5/25/2009 6/25/2009 18,977,974.29
6/25/2009 7/25/2009 17,928,735.85
7/25/2009 8/25/2009 16,922,245.71
8/25/2009 9/25/2009 15,957,644.45
9/25/2009 10/25/2009 15,219,987.26
10/25/2009 11/25/2009 14,518,797.46
11/25/2009 12/25/2009 13,853,341.82
12/25/2009 1/25/2010 13,222,901.81
1/25/2010 2/25/2010 12,626,773.39
2/25/2010 3/25/2010 12,064,266.62
3/25/2010 4/25/2010 11,534,705.46
4/25/2010 5/25/2010 11,037,427.45
5/25/2010 6/25/2010 10,571,783.44
6/25/2010 7/25/2010 10,137,137.33
7/25/2010 8/25/2010 9,732,865.81
8/25/2010 9/25/2010 9,358,358.09
9/25/2010 10/25/2010 9,013,015.67
10/25/2010 11/25/2010 8,696,252.06
11/25/2010 12/25/2010 8,407,492.57
12/25/2010 1/25/2011 8,146,174.07
1/25/2011 2/25/2011 7,911,744.73
2/25/2011 3/25/2011 7,703,663.82
3/25/2011 4/25/2011 7,521,401.49
4/25/2011 5/25/2011 7,364,438.52
5/25/2011 6/25/2011 7,232,266.15
6/25/2011 7/25/2011 7,124,385.82
7/25/2011 8/25/2011 7,061,605.10
8/25/2011 9/25/2011 7,016,261.01
9/25/2011 10/25/2011 6,987,984.95
10/25/2011 11/25/2011 6,976,421.88
11/25/2011 12/25/2011 6,975,675.94
12/25/2011 1/25/2012 6,974,930.01
1/25/2012 2/25/2012 6,974,184.08
2/25/2012 3/25/2012 6,973,438.16
3/25/2012 4/25/2012 6,972,692.24
4/25/2012 5/25/2012 6,971,946.32
5/25/2012 6/25/2012 6,971,200.41
Page 21 of 21
6/25/2012 7/25/2012 6,616,941.84
7/25/2012 8/25/2012 6,018,728.81
8/25/2012 9/25/2012 5,436,302.31
9/25/2012 10/25/2012 4,869,314.74
10/25/2012 11/25/2012 4,317,425.69
11/25/2012 12/25/2012 3,780,301.87
12/25/2012 1/25/2013 3,257,616.91
1/25/2013 2/25/2013 2,749,051.23
2/25/2013 3/25/2013 2,254,291.93
3/25/2013 4/25/2013 1,773,032.61
4/25/2013 5/25/2013 1,304,973.27
5/25/2013 6/25/2013 849,820.17
6/25/2013 7/25/2013 407,285.71
7/25/2013 8/25/2013 117,751.83
