Exhibit 99.3
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of February 27, 2006 ("Assignment
Agreement"), among XXXXXX XXXXXXX & CO. INCORPORATED ("Assignor"), RESIDENTIAL
ASSET SECURITIZATION TRUST 2006-A1 ("Assignee"), pursuant to a Pooling and
Servicing Agreement dated as of February 1, 2006 (the "Pooling and Servicing
Agreement") among IndyMac MBS, Inc., as depositor, IndyMac Bank F.S.B., as
seller and master servicer and Deutsche Bank National Trust Company, as
trustee, and XXXXXX XXXXXXX CAPITAL SERVICES INC. ("Remaining Party").
W I T N E S S E T H:
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WHEREAS, effective as of February 27, 2006, Assignor desires to assign
all of its rights and delegate all of its duties and obligations to Assignee
under those certain Transactions (the "Assigned Transactions") as evidenced by
those certain confirmations with a Trade Date of February 23, 2006 whose
XXXXXX XXXXXXX CAPITAL SERVICES INC. reference numbers are KQBCN and KQBCP
(each, a "Confirmation" and collectively, the "Confirmations"), copies of
which are attached hereto as Exhibit I;
WHEREAS, Assignor and Remaining Party executed and delivered the
Confirmations in connection with an ISDA Master Agreement
(Multicurrency--Cross Border) form (the "ISDA Form Master Agreement");
WHEREAS, Assignee desires to accept the assignment of rights and assume
the delegation of duties and obligations of the Assignor under the Assigned
Transactions and the Confirmations, including any modifications that may be
agreed to by Assignee and Remaining Party; and
WHEREAS, Assignor desires to obtain the written consent of Remaining
Party to the assignment, delegation, and assumption and Remaining Party
desires to grant such consent in accordance with the terms hereof;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Assignment and Assumption. Effective as of and from February 27, 2006
(the "Effective Date"), Assignor hereby assigns all of its rights and
delegates all of its duties and obligations to Assignee and Assignee hereby
assumes all Assignor's rights, duties, and obligations under the Assigned
Transactions and the Confirmations arising on or after the Effective Date.
2. Release. Effective as of and from the Effective Date, Remaining Party
and Assignor hereby release one another from all duties and obligations owed
under and in respect of the Assigned Transactions and the Confirmations, and
Assignor hereby terminates its rights under and in respect of the Assigned
Transactions; provided, that such release shall not affect
Assignor's obligation to pay each Fixed Amount in accordance with the terms of
the Assigned Transactions and the Confirmations.
3. Limitation on Liability. Assignor and Remaining Party agree to the
following: (a) this Agreement is executed and delivered by Deutsche Bank
National Trust Company (DBNTC), not individually or personally but solely as
Trustee of Assignee, in the exercise of the powers and authority conferred and
vested in it, (b) each of the representations, undertakings and agreements
herein made on the part of Assignee is made and intended not as personal
representations, undertakings and agreements by DBNTC but is made and intended
for the purpose of binding only Assignee, (c) nothing herein contained shall
be construed as creating any liability on DBNTC, 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 (d) under no
circumstances shall DBNTC be personally liable for the payment of any
indebtedness or expenses of Assignee or be liable for the breach or failure of
any obligation, representation or warranty or covenant made or undertaken by
Assignee under this Agreement or any related documents.
4. Consent and Acknowledgment of Remaining Party. Remaining Party hereby
consents to the assignment and delegation by Assignor to Assignee of all the
rights, duties, and obligations of Assignor under the Assigned Transactions
pursuant to this Assignment Agreement.
5. Governing Agreement. The Assigned Transactions and the Confirmations
shall form a part of, and be subject to, the ISDA Form Master Agreement, as if
Assignee and Remaining Party had executed such agreement on the trade date of
the Transaction (the "Assignee Agreement"). The Confirmations, together with
all other documents referring to the ISDA Form Master Agreement confirming
transactions entered into between Assignee and Remaining Party, shall form a
part of, and be subject to, the Assignee Agreement. For the purposes of this
paragraph, capitalized terms used herein and not otherwise defined shall have
the meanings assigned in the ISDA Form Master Agreement.
6. Representations. Each party hereby represents and warrants to the
other parties as follows:
(a) It is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization or incorporation;
(b) It has the power to execute and deliver this Assignment Agreement;
and
(c) Its obligations under this Assignment Agreement constitute its
legal, valid and binding obligations, enforceable in accordance
with their respective terms.
As of the Effective Date, each of Assignor and Remaining Party
represents that no event or condition has occurred that constitutes an Event
of Default, a Potential Event of Default or, to the party's knowledge, a
Termination Event (as such terms are defined in the Confirmations and Assignee
Agreement), with respect to the party, and no such event would occur as a
result of the party's entering into or performing its obligations under this
Assignment Agreement.
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Remaining Party shall obtain the Current Principal Balance (as defined
in the Pooling and Servicing Agreement) of the Class 1-A-4, and Class 1-A-6
Certificates (as defined in the Pooling and Servicing Agreement) from the
statement posted on DBNTC's website at xxxxx://xxx.xxx.xx.xxx/xxxx. If such
report does not appear on the internet website referenced above, the Remaining
Party can obtain the Current Principal Balance by contacting the trustee at
its corporate trust office located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx,
Xxxxxxxxxx 00000, Attention: Trust Administration- IN0601, or by contacting
the trustee's investor relations desk at (000) 000-0000.
7. Indemnity. Assignor hereby agrees to indemnify and hold harmless
Assignee with respect to any and all claims arising under the Assigned
Transactions prior to the Effective Date. Assignee (subject to the limitations
set forth in paragraph 3 above) hereby agrees to indemnify and hold harmless
Assignor with respect to any and all claims arising under the Assigned
Transactions on or after the Effective Date.
8. Governing Law. This Assignment Agreement shall be governed by and
construed in accordance with the laws of the State of New York without
reference to the conflict of laws provisions thereof (except Section 5-1401 of
the New York General Obligations Law).
9. Notices. For the purposes of this Assignment Agreement and Section
12(a) of the ISDA Form Master Agreement of the Assigned Transactions, the
addresses for notices or communications are as follows: (i) in the case of
Assignor, Xxxxxx Xxxxxxx & Co. Incorporated, 0000 Xxxxxxxx, Xxx Xxxx, XX
00000, Attention: Xxxxxx Xxxxx, or such other address as may be hereafter
furnished in writing to Assignee and Remaining Party; (ii) in the case of
Assignee, Deutsche Bank National Trust Company, 0000 X. Xx. Xxxxxx Xxxxx,
Xxxxx Xxx, XX 00000, Attention: Trust Administration, IN0601, or such other
address as may be hereafter furnished in writing to Assignor and Remaining
Party; and (iii) in the case of Remaining Party:
Address: 0000 Xxxxxxxx, 00xx Xxxxx
Attention: Chief Legal Officer
Fax No. (000) 000-0000
or such other address as may be hereafter furnished in writing to Assignor and
Assignee.
10. Payments. All payments (if any) remitted by Remaining Party under
the Assigned Transactions shall be made by wire transfer according to the
following instructions:
Deutsche Bank Trust Company Americas
ABA # 000-000-000
Account # 00000000
Account Name: NYLTD Funds Control / Stars West
Ref: RAST 2006-01 Class 1-A-4 and 1-A-6 Certificates
11. Counterparts. This Assignment Agreement may be executed and
delivered in counterparts (including by facsimile transmission), each of which
when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
as of the date first above written.
XXXXXX XXXXXXX & CO., INCORPORATED
By:/s/ Xxxxxx Xxxxxxx
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Name:Xxxxxx Xxxxxxx
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Title:
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RESIDENTIAL ASSET SECURITIZATION TRUST
2006-A1
By: Deutsche Bank National Trust Company,
not in its individual capacity, but solely
as Trustee for Residential Asset
Securitization Trust 2006-A1
By:/s/ Xxxxxxxx Xxxxxxxxxxx
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Name:Xxxxxxxx Xxxxxxxxxxx
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Title: Associate
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XXXXXX XXXXXXX CAPITAL SERVICES INC.
By:/s/ Xxxxx Xxxxx
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Name:Xxxxx Xxxxx
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Title: Vice President
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