Exhibit 99.6
EXHIBIT A to Schedule
GUARANTEE OF XXXXXX BROTHERS HOLDINGS INC.
XXXXXX BROTHERS SPECIAL FINANCING INC. ("Party A") and Deutsche Bank
National Trust Company, solely in its capacity as trustee (the `Trustee") of
the INDYMAC INDX Mortgage Loan Trust 2006-AR8 ("Party B") have entered into a
Master Agreement dated as of May 31, 2006, as amended from time to time (the
"Master Agreement"), pursuant to which Party A and Party B have entered and/or
anticipate entering into one or more transactions (each a "Transaction"), the
Confirmation of each of which supplements, forms part of, and will be read and
construed as one with, the Master Agreement (collectively referred to as the
"Agreement"). This Guarantee is a Credit Support Document as contemplated in
the Agreement. For value received, and in consideration of the financial
accommodation accorded to Party A by Party B under the Agreement, XXXXXX
BROTHERS HOLDINGS INC., a corporation organized and existing under the laws of
the State of Delaware ("Guarantor"), hereby agrees to the following:
(a) Guarantor hereby unconditionally guarantees to Party B the due and
punctual payment of all amounts payable by Party A under each Transaction when
and as Party A's obligations thereunder shall become due and payable in
accordance with the terms of the Agreement. In case of the failure of Party A
to pay punctually any such amounts, Guarantor hereby agrees, upon written
demand by Party B, to pay or cause to be paid any such amounts punctually when
and as the same shall become due and payable.
(b) Guarantor hereby agrees that its obligations under this Guarantee
constitute a guarantee of payment when due and not of collection.
(c) Guarantor hereby agrees that its obligations under this Guarantee
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Agreement against Party A (other than as a result of the
unenforceability thereof against Party B), the absence of any action to
enforce Party A's obligations under the Agreement, any waiver or consent by
Party B with respect to any provisions thereof, the entry by Party A and Party
B into any amendments to the Agreement, additional Transactions under the
Agreement or any other circumstance which might otherwise constitute a legal
or equitable discharge or defense of a guarantor (excluding the defense of
payment or statute of limitations, neither of which is waived) provided,
however, that Guarantor shall be entitled to exercise any right that Party A
could have exercised under the Agreement to cure any default in respect of its
obligations under the Agreement or to setoff, counterclaim or withhold payment
in respect of any Event of Default or Potential Event of Default in respect of
Party B or any Affiliate, but only to the extent such right is provided to
Party A under the Agreement. The Guarantor acknowledges that Party A and Party
B may from time to time enter into one or more Transactions pursuant to the
Agreement and agrees that the obligations of the Guarantor under this
Guarantee will upon the execution of any such Transaction by Party A and Party
B extend to all such Transactions without the taking of further action by the
Guarantor.
(d) This Guarantee shall remain in full force and effect until such time
as Party B shall receive written notice of termination. Termination of this
Guarantee shall not affect Guarantor's liability hereunder as to obligations
incurred or arising out of Transactions entered into prior to the termination
hereof.
(e) Guarantor further agrees that this Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time, payment, or
any part thereof, of any obligation or interest thereon is rescinded or must
otherwise be restored by Party B upon an Event of Default as set forth in
Section 5(a)(vii) of the Master Agreement affecting Party A or Guarantor.
(f) Guarantor hereby waives (i) promptness, diligence, presentment,
demand of payment, protest, order and, except as set forth in paragraph (a)
hereof, notice of any kind in connection with the Agreement and this
Guarantee, or (ii) any requirement that Party B exhaust any right to take any
action against Party A or any other person prior to or contemporaneously with
proceeding to exercise any right against Guarantor under this Guarantee.
This Guarantee shall be governed by and construed in accordance with the
laws of the State of New York, without reference to choice of law doctrine.
All capitalized terms not defined in this Guarantee, but defined in the
Agreement, shall have the meanings assigned thereto in the Agreement.
IN WITNESS WHEREOF, Xxxxxxxxx has caused this Guarantee to be executed
in its corporate name by its duly authorized officer as of the date of the
Agreement.
XXXXXX BROTHERS HOLDINGS INC.
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/s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx Vice President
