EXHIBIT 99.3
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Assignment Agreement
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of March 30, 2006 ("Assignment
Agreement"), among COUNTRYWIDE HOME LOANS, INC. ("Assignor"), RESIDENTIAL
ASSET SECURITIZATION TRUST 2006-A2 ("Assignee"), pursuant to a Pooling and
Servicing Agreement dated as of March 1, 2006 (the "Pooling and Servicing
Agreement") among IndyMac MBS, Inc., as depositor, IndyMac Bank F.S.B., as
seller and servicer and Deutsche Bank National Trust Company, as trustee, and
BEAR XXXXXXX FINANCIAL PRODUCTS INC. ("Remaining Party").
W I T N E S S E T H:
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WHEREAS, effective as of March 30, 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 a
certain confirmation with a Trade Date of February 24, 2006 whose BEAR XXXXXXX
FINANCIAL PRODUCTS INC. reference number is FXNEC7952 (amended as of March 30,
2006) and a certain confirmation with a Trade Date of March 3, 2006 whose BEAR
XXXXXXX FINANCIAL PRODUCTS INC. reference number is FXNEC7966 (amended as of
March 30, 2006) (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 March 30, 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 (Premium) 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. In addition, Remaining Party hereby
acknowledges that the responsibilities of Assignee under the Assigned
Transactions and the Confirmations will be performed on its behalf by IndyMac
Bank, F.S.B., as servicer under the Pooling and Servicing 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 Transactions (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
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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.
The Remaining Party represents that, solely as to the following
information regarding the Remaining Party contained under the caption "The Cap
Counterparty" in the prospectus supplement dated on or about March 28, 2006
(the "Print Date") relating to Residential Asset Securitization Trust 2006-A2,
such information is true and correct as of the Print Date:
"The Cap Counterparty is rated "AAA" by S&P" and "Aaa" by Xxxxx'x."
7. Indemnity. Each of Assignor and Remaining Party 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. Each of
Assignee (subject to the limitations set forth in paragraph 3 above) and
Remaining Party 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.
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, Countrywide Home Loans, Inc., 0000 Xxxx Xxxxxxx, Xxxxxxxxx,
Xxxxxxxxxx 00000, Attention: Xx. Xxxx Xxxxx, with a copy to the same address,
Attention: Legal Department, 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, IN0602, fax: (714)
000-0000 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: 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: DPC Manager
Telex No. 000-000-0000
copy to: Xxx Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx, 00000
Attention: Derivative Operations - 7th Floor
Telex No: 000-000-0000
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
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Account Name: NYLTD Funds Control / Stars West
Ref: RAST 2006-A2 [please specify the certificate class being covered]
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.
12. Regulation AB Compliance. Assignee and Remaining Party agree that the
terms of the Item 1115 Agreement dated as of March 7, 2006 (the "Regulation AB
Agreement"), between IndyMac Bank, F.S.B., IndyMac MBS, Inc., IndyMac ABS,
Inc. and Remaining Party shall be incorporated by reference into each
Confirmation so that Assignee shall be an express third party beneficiary of
the Regulation AB Agreement. A copy of the Regulation AB Agreement is attached
hereto as Exhibit II.
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13. IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement as of the date first above written.
COUNTRYWIDE HOME LOANS, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxxx
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Title: Senior Vice President
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RESIDENTIAL ASSET SECURITIZATION TRUST
2006-A2
By: Deutsche Bank National Trust
Company, not in its individual
capacity, but solely as Trustee for
Residential Asset Securitization Trust
2006-A2
By: /s/ Xxxxxxxx Xxxxxxxxxxx
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Name: Xxxxxxxx Xxxxxxxxxxx
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Title: Associate
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BEAR XXXXXXX FINANCIAL PRODUCTS INC.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
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Title: Authorized Signatory
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EXHIBIT I
CONFIRMATIONS
EXHIBIT II
REGULATION AB AGREEMENT
