EXHIBIT 99.2
The Class A-2 Confirmation
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The Bank of New York
[LOGO OMITTED]
Dated: June 9, 2006
Rate Cap Transaction
Re: BNY Reference No. 37969
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-2 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 at 0000 Xxxx Xx. Xxxxxx Xxxxx,
Xxxxx Xxx, Xxxxxxxxxx 00000, Attention Trust
Administration IN06D1 or by contacting the
trustee's investor relations desk at (800)
735-7777.
Trade Date: June 9, 2006
Effective Date: June 25, 2006
Termination Date: February 25, 2010, subject to adjustment in
accordance with the Following Business Day
Convention.
FIXED AMOUNTS:
Fixed Amount Payer: Counterparty
Fixed Amount: USD 552,000.00
Fixed Amount
Payment Date: June 29, 2006
FLOATING AMOUNTS
Floating Rate Payer: BNY
Cap Rate: 5.6873%
Floating Rate for initial
Calculation Period: To be determined
Floating Rate Day Count
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Fraction: 30/360
Floating Rate Option: USD-LIBOR-BBA, provided, however, if the
Floating Rate Option for a Calculation
Period is greater than 9.20% then the Floating
Rate Option for such Calculation Period shall be
deemed equal to 9.20%.
Designated Maturity: One month
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:
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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.
(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.
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(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:
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
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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:
Party required to Date by which Covered by Section
deliver document Form/Document/ Certificate to be 3(d) Representation
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:
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(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 (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
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will be sufficient to restore the immediately prior
ratings of their Certificates.
(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
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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.
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-2)
Page 16 of 20
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 20
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 20
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 20
SCHEDULE I
Accrual Start
Date Accrual End Date Notional Amount (in USD)
-----------------------------------------------------------
06/25/06 7/25/2006 50,038,000.00
07/25/06 8/25/2006 49,881,631.85
08/25/06 9/25/2006 49,538,461.65
09/25/06 10/25/2006 49,010,301.57
10/25/06 11/25/2006 48,299,498.28
11/25/06 12/25/2006 47,408,932.33
12/25/06 1/25/2007 46,342,014.98
01/25/07 2/25/2007 45,102,682.54
02/25/07 3/25/2007 43,695,388.17
03/25/07 4/25/2007 42,125,091.16
04/25/07 5/25/2007 40,397,243.60
05/25/07 6/25/2007 38,517,774.56
06/25/07 7/25/2007 36,686,876.33
07/25/07 8/25/2007 34,903,751.19
08/25/07 9/25/2007 33,167,614.51
09/25/07 10/25/2007 31,477,694.54
10/25/07 11/25/2007 29,833,232.20
11/25/07 12/25/2007 28,233,480.86
12/25/07 1/25/2008 26,677,706.18
01/25/08 2/25/2008 25,165,185.84
02/25/08 3/25/2008 23,695,209.42
03/25/08 4/25/2008 22,267,078.12
04/25/08 5/25/2008 20,880,104.65
05/25/08 6/25/2008 19,533,612.99
06/25/08 7/25/2008 18,226,938.21
07/25/08 8/25/2008 16,959,426.31
08/25/08 9/25/2008 15,730,434.03
09/25/08 10/25/2008 14,539,328.67
10/25/08 11/25/2008 13,385,487.91
11/25/08 12/25/2008 12,268,299.65
12/25/08 1/25/2009 11,187,161.86
01/25/09 2/25/2009 10,141,482.36
Page 20 of 20
02/25/09 3/25/2009 9,130,678.72
03/25/09 4/25/2009 8,154,178.08
04/25/09 5/25/2009 7,211,416.96
05/25/09 6/25/2009 6,301,841.14
06/25/09 7/25/2009 5,424,905.52
07/25/09 8/25/2009 4,580,073.92
08/25/09 9/25/2009 3,766,819.00
09/25/09 10/25/2009 2,984,622.05
10/25/09 11/25/2009 2,232,972.89
11/25/09 12/25/2009 1,511,369.71
12/25/09 1/25/2010 819,318.95
01/25/10 2/25/2010 156,335.15
