EXHIBIT 99.7
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The Schedule to the ISDA Master Agreement
Exhibit 99.7
(Multicurrency-Cross Border)
SCHEDULE
to the
Master Agreement
dated as of August 30, 2006
between
DEUTSCHE BANK AG, NEW YORK BRANCH ("Party A"),
and
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual or corporate
capacity but solely as Swap Trustee for the Swap Trust for IndyMac INDX
Mortgage Loan Trust 2006-AR27 (`Party B")
All terms used herein and not otherwise defined are given their meaning in the
Pooling and Servicing Agreement for for IndyMac INDX Mortgage Loan Trust
2006-AR27 dated as of August 1, 2006 among IndyMac MBS, Inc.., as depositor,
IndyMac Bank, F.S.B., as Seller and as servicer, and Deutsche Bank National
Trust Company, as trustee (the "Pooling and Servicing Agreement").
Part 1: Termination Provisions
In this Agreement:-
(a) "Specified Entity" means in relation to Party A for the purpose of:-
Section 5(a)(v), Not applicable.
Section 5(a)(vi), Not applicable.
Section 5(a)(vii), Not applicable.
Section 5(b)(iv), Not applicable.
and in relation to Party B for the purpose of:-
Section 5(a)(v), Not applicable.
Section 5(a)(vi), Not applicable.
Section 5(a)(vii), Not applicable.
Section 5(b)(iv), Not applicable.
(b) "Specified Transaction" will have the meaning specified in Section 14 of
this Agreement.
(c) Events of Default.
(i) The "Breach of Agreement" provisions of Section 5(a)(ii) will not apply
to Party A and will not apply to Party B.
(ii) The "Credit Support Default" provisions of Section 5(a)(iii) will not
apply to Party A, unless Party A has obtained a guarantee or posted
collateral following a Collateralization Event or Ratings Event, and will
not apply to Party B.
(iii) The "Misrepresentation" provisions of Section 5(a)(iv) will not apply
to Party A and will not apply to Party B.
(iv) The "Default under Specified Transaction" provisions of Section
5(a)(v) will not apply to Party A and will not apply to Party B.
(v) "Cross Default" provisions of Section 5(a)(vi) will not apply to Party
A and will not apply to Party B.
(vi) Clause (2) of the "Bankruptcy" provisions of Section 5(a)(vii) will
not apply to Party B with respect to either party's inability to pay its
subordinated debt.
(d) Termination Events.
(i) The "Tax Event Upon Merger" provisions of Section 5(b)(ii) will apply
to Party A but will not apply to Party B.
(ii) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not
apply to Party A and will not apply to Party B.
(e) The "Automatic Early Termination" provision of Section 6(a) will not apply
to Party A and will not apply to Party B.
(f) Payments on Early Termination. For the purpose of Section 6(e) of this
Agreement, Market Quotation and the Second Method will apply.
(g) "Termination Currency" means USD.
(h) Additional Termination Events will apply. Each of the following shall
constitute an Additional Termination Event:
(A)Approved Ratings Threshold. Upon the occurrence of a Collateralization
Event (as defined below) Party A has not, within 30 days after such ratings
downgrade (unless, within 30 days after such downgrade, each such Swap
Rating Agency has reconfirmed the rating of the Swap Certificates which was
in effect immediately prior to such downgrade (determined without regard to
any financial guaranty insurance policy, if applicable), unless the rating
of the Swap Certificates were changed due to a circumstance other than the
downgrading of Party A's (or its Credit Support Provider's) rating),
complied with one of the four solutions listed below, then an Additional
Termination Event shall have occurred with respect to Party A and Party A
shall be the sole Affected Party with respect to such Additional
Termination Event.
In the event that (A) either (i) the unsecured, long-term senior debt
obligations of Party A (or its Credit Support Provider) are rated below
"A1" by Moody's or are rated "A1" by Moody's and such rating is on watch
for possible downgrade (but only for so long as it is on watch for possible
downgrade) or (ii) the unsecured, short-term debt obligations of Party A
(or its Credit Support Provider) are rated below "P-1" by Moody's or are
rated "P-1" by Moody's and such rating is on watch for possible downgrade
(but only for so long as it is on watch for possible downgrade), (B) no
short-term rating is available from Moody's and the unsecured, long-term
senior debt obligations of Party A (or its Credit Support Provider) are
rated below "Aa3" by Moody's or are rated "Aa3" by Moody's and such rating
is on watch for possible downgrade (but only for so long as it is on watch
for possible downgrade), or (C) either (i) the unsecured, short-term debt
obligations of Party A (or its Credit Support Provider) are rated below
"A-1" by S&P or (ii) if Party A (or its Credit Support Provider) does not
have a short-term rating from S&P, the unsecured, long-term senior debt
obligations of Party A (or its Credit Support Provider) are rated below
"A+" by S&P (such event, a "Collateralization Event"), then, Party A, at
its own cost and subject to the Rating Agency Condition, shall within 30
days of such downgrade either (i) cause another entity to replace Party A
as party to this Agreement that satisfies the Swap Counterparty Ratings
Requirement and that is approved by the Trustee (which approval shall not
be unreasonably withheld) on terms substantially similar to this Agreement;
(ii) obtain a guaranty of, or a contingent agreement of another person that
satisfies the Swap Counterparty Ratings Requirement, to honor Party A's
obligations under this Agreement, provided that such other person is
approved by the Trustee such approval not to be unreasonably withheld;
(iii) post collateral in accordance with a Credit Support Annex which
satisfies the Rating Agency Condition; or (iv) establish any other
arrangement satisfactory to the applicable Swap Rating Agency which will be
sufficient to restore the immediately prior ratings of the Swap
Certificates (determined without regard to any financial guaranty insurance
policy, if applicable). All collateral posted by Party A shall be returned
to Party A immediately upon Party A securing a substitute counterparty that
satisfies the Swap Counterparty Ratings Requirement.
"Swap Counterparty Ratings Requirement" shall mean (a) either (i) the
unsecured, short-term debt obligations of the substitute counterparty (or
its Credit Support Provider) are rated at least "A-1" by S&P or (ii) if the
substitute counterparty does not have a short-term rating from S&P, the
unsecured, long-term senior debt obligations of the substitute counterparty
(or its Credit Support Provider) are rated at least "A+" by S&P, and (b)
either (i) the
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unsecured, long-term senior debt obligations of such substitute
counterparty (or its Credit Support Provider) are rated at least "A1" by
Moody's (and if rated "A1" by Moody's, such rating is not on watch for
possible downgrade) and the unsecured, short-term debt obligations of such
substitute counterparty (or its Credit Support Provider) are rated at least
"P-1" by Moody's (and if rated "P-1" by Moody's, such rating is not on
watch for possible downgrade and remaining on watch for possible
downgrade), or (ii) if such substitute counterparty (or its Credit Support
Provider) does not have a short-term debt rating from Moody's, the
unsecured, long-term senior debt obligations of such substitute
counterparty (or its Credit Support Provider) are rated at least "Aa3" by
Moody's (and if rated "Aa3" by Moody's, such rating is not on watch for
possible downgrade).
(B) Ratings Event. Upon the occurrence of a Ratings Event (as defined
below) Party A has not, within 10 business days after such rating
withdrawal or downgrade (unless, within 10 business days after such
withdrawal or downgrade, each such Swap Rating Agency has reconfirmed the
rating of the Swap Certificates which was in effect immediately prior to
such withdrawal or downgrade (determined without regard to any financial
guaranty insurance policy, if applicable), unless the rating of the Swap
Certificates were changed due to a circumstance other than the withdrawal
or downgrading of Party A's (or its Credit Support Provider's) rating),
complied with one of the solutions listed below, then an Additional
Termination Event shall have occurred with respect to Party A and Party A
shall be the sole Affected Party with respect to such Additional
Termination Event.
It shall be a ratings event ("Ratings Event") if at any time after the date
hereof Party A shall fail to satisfy the Swap Counterparty Ratings
Threshold. Swap Counterparty Ratings Threshold shall mean that both (A) the
unsecured, long-term senior debt obligations of Party A (or its Credit
Support Provider) are rated at least "BBB-" by S&P, and (B) either (i) the
unsecured, long-term senior debt obligations of Party A (or its Credit
Support Provider) are rated at least "A2" by Moody's (including if such
rating is on watch for possible downgrade) and the unsecured, short-term
debt obligations of Party A (or its Credit Support Provider) are rated at
least "P-1" by Moody's (including if such rating is on watch for possible
downgrade) or (ii) if Party A (or its Credit Support Provider) does not
have a short-term rating from Moody's, the unsecured, long-term senior debt
obligations of Party A (or its Credit Support Provider) are rated at least
"A1" by Moody's (including if such rating is on watch for possible
downgrade).
Following a Ratings Event, Party A shall take the following actions at its
own expense and subject to the Rating Agency Condition, (A) immediately
post collateral in accordance with a Credit Support Annex which satisfies
the Rating Agency Condition (until such time as it has secured a substitute
counterparty or a guarantor that satisfies the Swap Counterparty Ratings
Requirement), and (B) not later than 10 days after the occurrence of such a
downgrade or withdrawal by S&P or Moody's, either (I) assign all of its
rights and obligations under the Transactions to a counterparty that
satisfies the Swap Counterparty Ratings Requirement or whose guarantor
satisfies the Swap Counterparty Ratings Requirement pursuant to
documentation substantially similar to the documentation then in place and
subject to prior notification to the Rating Agencies, or (II) provide a
guaranty from a guarantor that satisfies the Swap Counterparty Ratings
Requirement pursuant to documentation substantially similar to the
documentation then in place and subject to prior notification to the Rating
Agencies.
The occurrence of the Additional Termination Event described in Part
1(h)(A) and (B) shall have no effect on Party A's obligation to undertake
the steps set forth hereunder in the event Party B does not exercise its
right to terminate hereunder. Notwithstanding the foregoing, in the event
that S&P has other published criteria with respect to the downgrade of a
counterparty in effect at the time of such a downgrade of Party A, Party A
shall be entitled to elect to take such other measures specified in such
published criteria subject to the satisfaction of the Rating Agency
Condition.
(C) Supplemental Pooling and Servicing Agreement without Party A's Prior
Written Consent. Party B enters into an amendment and or supplement to the
Pooling and Servicing Agreement or other modification to the Pooling and
Servicing Agreement that could reasonably be expected to have a material
adverse effect on Party A without the prior written consent of Party A. For
the purpose of the foregoing Termination Event, Party B shall be the sole
Affected Party.
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Part 2: Tax Representations
(a) Payer Tax Representations. For the purpose of Section 3(e) of this
Agreement, Party A and Party B will each make the following representation:
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 Sections 2(e), 6(d)(ii) or 6(e) of this
Agreement) 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
representation made by the other party pursuant to Section 3(f) of this
Agreement, (ii) the satisfaction(s) of the agreement of the other party
contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
accuracy and effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the
satisfaction of the agreement of the other party contained in Section 4(d)
of this Agreement, 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) of this
Agreement by reason of material prejudice to its legal or commercial
position.
(b) Payee Tax Representations.
Party A Payee Tax Representations. For the purpose of Section 3(f), Party A
makes the following representations:
It is a "foreign person" within the meaning of the applicable U.S. Treasury
Regulations concerning information reporting and backup withholding tax (as
in effect on January 1, 2001), unless Party A provides written notice to
Party B that it is no longer a foreign person. In respect of any
Transaction it enters into through an office or discretionary agent in the
United States or which otherwise is allocated for United States federal
income tax purposes to such United States trade or business, each payment
received or to be received by it under such Transaction will be effectively
connected with its conduct of a trade or business in the United States.
Party B Payee Tax Representations. For the purpose of Section 3(f), Party B
makes the following representation:
Party B represents that it is a "United States person" as such term is
defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as
amended.
Part 3: Agreement to Deliver Documents
(a) Tax forms, documents or certificates to be delivered are:
Party required to Form/Document/Certificate Date by which to be
deliver document delivered
Party A and Party B Any document required or reasonably Promptly after the earlier
requested to allow the other party to of (i) reasonable demand
make payments under this Agreement by either party or (ii)
without any deduction or withholding within 30 days of the
for or on the account of any Tax or execution.
with such deduction or withholding at
a reduced rate.
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(b) Other Documents to be delivered are:
Party required to Form/Document/Certificate Date by which to Covered by Section
deliver document be delivered 3(d) representation
Party A and Party B Any documents required or Upon execution. Yes
reasonably requested by the
receiving party to evidence
authority of the delivering
party or its Credit Support
Provider, if any, to
execute and deliver this
Agreement, any
Confirmation, and any
Credit Support Documents to
which it is a party, and to
evidence the authority of
the delivering party to its
Credit Support Provider to
perform its obligations
under this Agreement, such
Confirmation and/or Credit
Support Document, as the
case may be.
Party A and Party B A certificate of an Upon execution Yes
authorized officer of the
party, as to the incumbency
and authority of the
respective officers of the
party signing this
agreement, any relevant
Credit Support Document, or
any Confirmation, as the
case may be.
Party A and Party B An opinion of counsel to Upon execution No
such party reasonably
satisfactory in form and
substance to the other party.
Party B Executed copy of the Pooling Upon execution Yes
and Servicing Agreement
Part 4: Miscellaneous
(a) Addresses for Notices. For the purposes of Section 12(a) of this
Agreement:
Party A:
(1)Address for notices or communications to Party A in respect of Section
5(a)(i) shall be sent to:-
Address: Deutsche Bank AG, New York Branch
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
In addition, with respect to Party A, all notices under Sections 5 or 6
of this Agreement (other than notices under Section 5(a)(i)) shall be sent to:
Deutsche Bank AG, Head Office
Xxxxxxxxxxxx 00
00000 Xxxxxxxxx
Xxxxxxx
Attention: Legal Department
Telex No: 411836 or 416731 or 41233
Answerback: DBF-D
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Party B:
Address for notices or communications to Party B:-
Address: Deutsche Bank National Trust Company as Trustee for IndyMac INDX
2006-AR27
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, XX 00000
Attention: IN06AR
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
(b) Process Agent. For the purposes of Section 13(c) of this Agreement:
Party A appoints as its Process Agent: Not Applicable.
Party B appoints as its Process Agent: Not Applicable.
(c) Offices. The provisions of Section 10(a) will not apply to this Agreement.
(d) Multibranch Party. For the purpose of Section 10(c) of this Agreement:
Party A is not a Multibranch Party. Party B is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is Party A; provided however, if
an Event of Default occurs and is continuing with respect to Party A, then
the Calculation Agent shall be Party B or Party B shall be entitled to
appoint a financial institution which would qualify, as a Reference
Market-maker to act as Calculation Agent.
(f) Credit Support Document. Credit Support Document means
With respect to Party A: Following a Collateralization Event or Ratings
Event any Credit Support Annex or guaranty, if applicable.
With respect to Party B: The Pooling and Servicing Agreement.
(g) Credit Support Provider.
Credit Support Provider means in relation to Party A: Following a
Collateralization Event or Ratings Event any guarantor, if applicable.
Credit Support Provider means in relation to Party B: Not Applicable.
(h) Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (without reference to
choice of law doctrine other than Sections 5-1401 and 5-1402 of the New
York General Obligations Law).
(i) Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement
will apply to all Transactions (in each case starting from the date of
this Agreement).
(j) "Affiliate" will have the meaning specified in Section 14 of this
Agreement, provided that Party B shall be deemed to have no Affiliates.
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(k) Jurisdiction. Section 13(b) is hereby amended by: (i) deleting in the
second line of subparagraph (i) thereof the word "non-": and (ii) deleting
the final paragraph thereof.
(l) Waiver of Jury Trial. Each party waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect of
any suit, action or proceeding relating to this Agreement or any Credit
Support Document. Each party certifies (i) that no representative, agent
or attorney of the other party or any Credit Support Provider has
represented, expressly or otherwise, that such other party would not, in
the event of such a suit, action or proceeding, seek to enforce the
foregoing waiver and (ii) acknowledges that it and the other party have
been induced to enter into this Agreement and provide for any Credit
Support Document, as applicable, by, among other things, the mutual
waivers and certifications in this Section.
(m) 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
Part 5: Other Provisions
(a) Section 3(a) of this Agreement is hereby amended to include the following
additional representations after paragraph 3(a)(v):
(vi) Eligible Contract Participant. It is an "eligible contract
participant" as defined in the U.S. Commodity Exchange Act.
(vii) Individual Negotiation. This Agreement and each Transaction hereunder
is subject to individual negotiation by the parties.
(viii) Relationship between Party A and Party B. Each of Party A and Party
B will be deemed to represent to the other on the date on which it enters
into a Transaction or an amendment thereof that (absent a written agreement
between Party A and Party B that expressly imposes affirmative obligations
to the contrary for that Transaction):
(1) Principal. It is acting as principal and not as agent when entering
into this Agreement and each Transaction.
(2) Non-Reliance. It is acting for its own account and it has made its
own independent decisions to enter into that Transaction and as to
whether that Transaction is appropriate or proper for it based upon its
own judgment and upon advice from such advisors as it has deemed
necessary. It is not relying on any communication (written or oral) of
the other party as investment advice or as a recommendation to enter
into that Transaction; it being understood that information and
explanations related to the terms and conditions of a Transaction shall
not be considered investment advice or a recommendation to enter into
that 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 that Transaction.
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(3) Evaluation and Understanding. It is capable of evaluating and
understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of
this Agreement and each Transaction hereunder. It is also capable of
assuming, and assumes, all financial and other risks of this Agreement
and each Transaction hereunder.
(4) Status of Parties. The other party is not acting as a fiduciary or
an advisor for it in respect of that Transaction.
(b) Third-Party Beneficiary. Party B agrees with Party A that Party A shall be
an express third-party beneficiary of the Pooling and Servicing Agreement.
(c) No Set-off. Notwithstanding any provision of this Agreement or any other
existing or future agreements, each of Party A and Party B irrevocably waives
as to itself any and all contractual rights it may have to set off, net,
recoup or otherwise withhold or suspend or condition its payment or
performance of any obligation to the other party under this Agreement against
any obligation of one party hereto to the other party hereto arising outside
of this Agreement (which Agreement includes without limitation, the Master
Agreement to which this Schedule is attached, this Schedule and the
Confirmation). Accordingly, the provisions for Set-Off in Section 6(e) of this
Agreement shall not apply for purposes of this Transaction.
(d) No Netting of Payments on Early Termination. Notwithstanding any provision
of this Agreement or any other existing or future agreements to the contrary,
Payments on Early Termination determined pursuant to Section 6(e) shall be
determined separately for each Transaction under this Agreement and the
netting provisions of Section 2(c) of this Agreement shall not apply to such
payments. If due to the inapplicability of Section 2(c) both Parties will be
making a Payment on Early Termination pursuant to Section 6(e), either party
may at its option and in its sole discretion notify the other party that
payments on that date are to be made in escrow. In this case deposit of the
payment by the party giving the notice shall be made with an escrow agent
selected by the party giving the notice, accompanied by irrevocable payment
instructions (A) to release the deposited payment to the intended recipient
upon receipt by the escrow agent of the required deposit of the corresponding
payment from the other party by 11:00pm New York Time accompanied by
irrevocable payment instructions to the same effect or (B) if the required
deposit of the corresponding payment is not made by 11:00pm New York Time, to
return the payment deposited to the party that paid it into escrow. The party
that elects to have payments made in escrow shall pay the costs of the escrow
arrangements.
(e) Transfer. Section 7 is hereby amended by adding at the end thereof the
sentence: "In addition, any transfer of this Agreement shall be subject to the
Rating Agency Condition." Party A and Party B hereby agree that they will
provide written notice to each Rating Agency of any transfer under Section
6(b)(ii).
(f) Amendments. Section 9(b) is hereby amended by adding at the end thereof
the sentence: "In addition, any amendment or modification of this Agreement
shall be subject to the Rating Agency Condition."
(g) Amendments to Operative Documents. Party B agrees that it will obtain
Party A's written consent (which consent shall not be unreasonably withheld)
prior to amending or supplementing the Pooling and Servicing Agreement (or any
other transaction document), if such amendment and/or supplement would: (a)
materially adversely affect any of Party A's rights or obligations hereunder;
or (b) modify the obligations of, or impact the ability of, Party B to fully
perform any of Party B's obligations hereunder.
(h) No Bankruptcy Petition. Party A agrees that it will not, until a period of
one year and one day or, if longer the applicable preference period, after the
payment in full of all of the Swap Certificates, acquiesce, petition, invoke
or otherwise cause Party B to invoke the process of any governmental authority
for the purpose of commencing or sustaining a case (whether voluntary or
involuntary) against Party B under any bankruptcy, insolvency or similar law
or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of Party B or any substantial part of
its property or ordering the winding-up or liquidation of the affairs of Party
B; provided, that this provision shall not restrict or prohibit Party A from
joining any other person, including, without limitation, the Trustee, in any
bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation
proceedings already commenced or other analogous proceedings already commenced
under applicable law. This Part 5(h) shall survive the termination of this
Agreement.
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(i) Deduction or Withholding for Tax. The provisions of Section 2(d)(i)(4) and
2(d)(ii) will not apply to Party B and Party B shall not be required to pay
any additional amounts referred to therein.
(j) Additional Definitions. Section 14 is hereby amended by adding the
following definitions in their appropriate alphabetical order:
"Moody's" means Xxxxx'x Investor Services, Inc.
"Rating Agency Condition" means, with respect to any particular proposed
act or omission to act hereunder, that the party acting or failing to act
has consulted with each Rating Agency then providing a rating of any Swap
Certificates and has received from each Rating Agency a written
confirmation that the proposed action or inaction would not cause such
Rating Agency to downgrade or withdraw its then-current rating of any Swap
Certificates (determined without regard to any financial guaranty insurance
policy, if applicable).
"S&P" means Standard & Poor's Ratings Services, a division of XxXxxx-Xxxx,
Inc.
"Swap Rating Agency" means Moody's and S&P.
"USD" means United States Dollars.
(k) Limited Liability. It is expressly understood and agreed by the parties
hereto that (a) this Agreement is executed and delivered by Deutsche Bank
National Trust Company ("Deutsche Bank"), not individually or personally but
solely as the 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 letter agreement 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 Agreement. This Part 5(k) shall survive the termination of
this Agreement.
(l) Regulation AB Compliance. Party A and Party B agree that the terms of the
Item 1115 Agreement dated as of April 27, 2006 (the "Regulation AB
Agreement"), among IndyMac Bank, F.S.B., IndyMac MBS, Inc., IndyMac ABS, Inc.
and Deutsche Bank AG, New York Branch shall be incorporated by reference into
this Agreement 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.
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IN WITNESS WHEREOF, the parties have executed this document by their duly
authorized officers with effect from the date so specified on the first page
hereof.
DEUTSCHE BANK NATIONAL TRUST COMPANY,
not in its individual or corporate
capacity but solely as Swap Trustee for
the Swap Trust for IndyMac INDX Mortgage
Loan Trust
DEUTSCHE BANK AG, NEW YORK BRANCH 2006-AR27
("Party A") ("Party B")
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxx Xxxxxxxx
------------------ ----------------
Name: Xxxxxx Xxxxxxx Name: Xxx Xxxxxxxx
Title: Director Title: Authorized Signer
By: /s/ Xxxxxxxx Xxxx
-----------------
Name: Xxxxxxxx Xxxx
Title: Vice President
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EXHIBIT A
Item 1115 Agreement
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