EXHIBIT 99.3
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The BANK
[LOGO OMITTED] of NEW YORK
Dated: April 26, 2006
Rate Cap Transaction
Re: XXX Xxxxxxxxx Xx. 00000 - Class 1-A-7 Certificates
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 supplemental interest trust trustee (the "Supplemental
Interest Trust Trustee") for the supplemental interest trust (the
"Supplemental Interest Trust" or the "Counterparty") with respect to the
Residential Asset Securitization Trust 2006-A6, 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"). 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
amount set forth for such period on
Schedule I attached hereto.
Trade Date: May 16, 2006
Effective Date: May 30, 2006
Termination Date: August 25, 2010, subject to adjustment in
accordance with the Following Business
Day Convention.
FIXED AMOUNTS
Fixed Amount Payer: Counterparty
Fixed Amount: USD 139,000.00
Fixed Amount Payer
Payment Date: May 30, 2006
FLOATING AMOUNTS
Floating Rate Payer: BNY
Cap Rate: 5.60%
Floating Rate for initial
Calculation Period: To be determined
Floating Rate Day Count
Fraction: 30/360
Floating Rate Option: USD-LIBOR-BBA, provided, however, if the
Floating Rate Option for a Calculation
Period is greater than 9.10% then the
Floating Rate Option for such Calculation
Period shall be deemed equal to 9.10%.
Designated Maturity: One month
Spread: Inapplicable
Floating Rate Payer
Period End Dates: The 25th day of each month, beginning on
June 25, 2006 and ending on the
Termination Date with No Adjustment
Floating Rate Payer
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Payment Dates: Early Payment shall be applicable. The
Floating Rate Payer Payment Date shall be
one (1) Business Day preceding each
Floating Rate Payer Period End Date.
Reset Dates: The first day of each Calculation Period
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 Fitch Ratings ("Fitch") 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:
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(10)
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.
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(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.
(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:
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(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 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:
Covered by
Party required Date by which to be Section 3(d
to deliver document Form/Document/ Certificate delivered Representation
BNY and Counterparty Any document required or reasonably requested to allow the Upon the execution Yes
other party to make payments under this Agreement without any and delivery
deduction or withholding for or on the account of any tax. of this Agreement
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(b) Other documents to be delivered are:
Covered by
Party required Date by which to be Section 3(d)
to deliver document Form/Document/ Certificate delivered Representation
BNY A certificate of an authorized officer of the party, as to the Upon the execution Yes
incumbency and authority of the respective officers of the and delivery
party signing this Agreement, any relevant Credit Support of this Agreement
Document, or any Confirmation, as the case may be.
Counterparty (i) a copy of the executed Pooling and Servicing Agreement, and Upon the execution Yes
(ii) an incumbency certificate verifying the true signatures and delivery
and authority of the person or persons signing this letter of this Agreement
agreement on behalf of the Counterparty.
BNY A copy of the most recent publicly available regulatory call Promptly after Yes
report. request by the
other party
BNY Legal Opinion as to enforceability of the Agreement. Upon the execution Yes
and delivery
of this Agreement.
Counterparty Certified copy of the Board of Directors resolution (or Upon the execution and delivery Yes
equivalent authorizing documentation) which sets forth the of this Agreement.
authority of each signatory to the Confirmation signing on its
behalf and the authority of such party to enter into
Transactions contemplated and performance of its obligations
hereunder.
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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:
Residential Asset Securitization Trust 2006-A6
c/o Deutsche Bank National Trust Company
0000 Xxxx Xx. Xxxxxx Xxxxx,
Xxxxx Xxx, Xxxxxxxxxx 00000-0000,
Attention: Trust Administration: IN0606
FAX: (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.
(d) Multibranch Party. For the purpose of Section 10(c):
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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) Supplemental Interest Trust Trustee's Capacity. It is expressly
understood and agreed by the parties hereto that insofar as
this Confirmation is executed by the Supplemental Interest
Trust Trustee (i) this Confirmation is executed and delivered
by Deutsche Bank National Trust Company, not in its individual
capacity but solely as Supplemental Interest Trust 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
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instruction set forth therein (ii) each of the representations,
undertakings and agreements herein made on behalf of the trust
is made and intended not as a personal representation,
undertaking or agreement of the Supplemental Interest Trust
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) Supplemental Interest Trust Trustee's Representation. Deutsche
Bank National Trust Company, as Supplemental Interest Trust
Trustee, represents and warrants that:
It has been directed under the Pooling and Servicing Agreement
to enter into this letter agreement as Supplemental Interest
Trust 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 or the Trustee shall enter
into any amendment thereto which could have a material adverse
effect 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.
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(i) Each Party acknowledges that Deutsche Bank National
Trust Company has been directed under the Pooling and
Servicing Agreement to enter into this Transaction as
Trustee on behalf of the Counterparty.
(ii) It 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 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
(iii) 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
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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) Remedy of Ratings Events. BNY fails to comply with the
provisions of Paragraph 9.
(ii) Provision of Information Required by Regulation AB. BNY Fails
to comply with the provisions of Section 4(12) below within the
time provided for therein.
9) Ratings Downgrade. For purposes of each Transaction:
(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 Moody's, and
(y) 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 Moody's, or
(y) its short-term unsecured and unsubordinated debt
rating is reduced below "F-1" by Fitch.
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(D) A "Ratings Event" shall occur with respect to BNY (or any
applicable credit support provider) if:
(x) its short-term unsecured and unsubordinated debt
rating is withdrawn or reduced to "P-2" or below by
Moody's 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 Moody's,
or
(y) 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) 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 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.
11) BNY Payments to be made to Supplemental Interest Trust Trustee. BNY
will, unless otherwise directed by the Paying Agent, make all
payments hereunder to the Supplemental Interest Trust Trustee.
Payment made to the Supplemental Interest Trust Trustee at the
account specified herein or to another account specified in writing
by the Supplemental Interest Trust Trustee shall satisfy the payment
obligations of BNY hereunder to the extent of such payment.
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12) 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.
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 Company Americas
ABA# 000000000
Account# 00000000
Account Name: NYLTD Funds Control/Stars West
Ref: Residential Asset Securitization Trust 2006-A6
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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 Au-Xxxxx at 000-000-0000/5837.
Once we receive this we will send you two original confirmations for
execution.
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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/ Xxxxxx Xxxxxxxx
------------------
Name: Xxxxxx Xxxxxxxx
Title: Assistant Vice President
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The Counterparty, acting through its duly authorized signatory, hereby agrees
to, accepts and confirms the terms of the foregoing as of the Trade Date.
DEUTSCHE BANK NATIONAL TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY, BUT
SOLELY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE FOR THE SUPPLEMENTAL INTEREST
TRUST WITH RESPECT TO THE RESIDENTIAL ASSET SECURITIZATION TRUST 2006-A6
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
Title: Associate
Page 19 of 20
SCHEDULE I
Accrual Start Date Accrual End Date Notional Amount (in USD)
30-May-06 25-Jun-06 35,845,658.00
25-Jun-06 25-Jul-06 35,466,971.48
25-Jul-06 25-Aug-06 35,011,679.92
25-Aug-06 25-Sep-06 34,480,923.51
25-Sep-06 25-Oct-06 33,876,022.42
25-Oct-06 25-Nov-06 33,198,474.64
25-Nov-06 25-Dec-06 32,449,953.03
25-Dec-06 25-Jan-07 31,632,301.76
25-Jan-07 25-Feb-07 30,747,531.93
25-Feb-07 25-Mar-07 29,797,816.64
25-Mar-07 25-Apr-07 28,785,485.27
25-Apr-07 25-May-07 27,713,017.12
25-May-07 25-Jun-07 26,662,736.83
25-Jun-07 25-Jul-07 25,634,303.92
25-Jul-07 25-Aug-07 24,627,383.09
25-Aug-07 25-Sep-07 23,641,644.19
25-Sep-07 25-Oct-07 22,676,762.11
25-Oct-07 25-Nov-07 21,732,416.74
25-Nov-07 25-Dec-07 20,808,292.86
25-Dec-07 25-Jan-08 19,904,080.07
25-Jan-08 25-Feb-08 19,019,472.74
25-Feb-08 25-Mar-08 18,154,169.90
25-Mar-08 25-Apr-08 17,307,875.20
25-Apr-08 25-May-08 16,480,296.84
25-May-08 25-Jun-08 15,671,147.48
25-Jun-08 25-Jul-08 14,880,144.17
25-Jul-08 25-Aug-08 14,107,008.31
25-Aug-08 25-Sep-08 13,351,465.55
25-Sep-08 25-Oct-08 12,613,245.78
25-Oct-08 25-Nov-08 11,892,082.99
25-Nov-08 25-Dec-08 11,187,715.25
Page 20 of 20
25-Dec-08 25-Jan-09 10,499,884.67
25-Jan-09 25-Feb-09 9,828,337.28
25-Feb-09 25-Mar-09 9,172,823.03
25-Mar-09 25-Apr-09 8,533,095.68
25-Apr-09 25-May-09 7,908,912.78
25-May-09 25-Jun-09 7,300,035.58
25-Jun-09 25-Jul-09 6,706,228.99
25-Jul-09 25-Aug-09 6,127,261.55
25-Aug-09 25-Sep-09 5,562,905.31
25-Sep-09 25-Oct-09 5,012,935.85
25-Oct-09 25-Nov-09 4,477,132.17
25-Nov-09 25-Dec-09 3,955,276.65
25-Dec-09 25-Jan-10 3,447,155.04
25-Jan-10 25-Feb-10 2,952,556.34
25-Feb-10 25-Mar-10 2,471,272.80
25-Mar-10 25-Apr-10 2,003,099.86
25-Apr-10 25-May-10 1,547,836.09
25-May-10 25-Jun-10 1,105,283.16
25-Jun-10 25-Jul-10 675,245.77
25-Jul-10 25-Aug-10 257,531.62
