EXHIBIT 99.5
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The Class A-1 Swap Confirmation
Deutsche Bank
Aktiengesellschaft
To: DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual or
corporate capacity but solely as Swap Trustee for the Certificate
Swap Account for IndyMac INDX Mortgage Loan Trust 2006-AR15
Attn: Xxxxxxx Xxxxx
Fax No: (000) 000-0000
From: DEUTSCHE BANK AG, NEW YORK BRANCH
Date: May 30, 2006
Swap Transaction Confirmation
The purpose of this letter agreement ("Confirmation") is to confirm the terms
and conditions of the Transaction entered into on the Trade Date specified
below (the "Transaction") between Deutsche Bank AG, New York Branch ("DBAG")
and Deutsche Bank National Trust Company, not in its individual or corporate
capacity but solely as Swap Trustee for the Certificate Swap Account for
IndyMac INDX Mortgage Loan Trust 2006-AR15 ("Counterparty") created under the
Pooling and Servicing Agreement for IndyMac INDX Mortgage Loan Trust 2006-AR15
dated as of May 1, 2006 among IndyMac Bank, F.S.B., as depositor, IndyMac
Bank, F.S.B., as Seller, IndyMac Bank, F.S.B., as servicer, and Deutsche Bank
National Trust Company, as trustee (the "Pooling and Servicing Agreement").
The definitions and provisions contained in the 2000 ISDA Definitions (the
"2000 Definitions"), as published by the International Swaps and Derivatives
Association, Inc. ("ISDA") are incorporated into this Confirmation. In the
event of any inconsistency between the 2000 Definitions and this Confirmation,
this Confirmation will govern for the purposes of the Transaction. References
herein to a "Transaction" shall be deemed to be references to a "Swap
Transaction" for the purposes of the 2000 Definitions. Capitalized terms used
in this Confirmation and not defined in this Confirmation or the 2000
Definitions shall have the respective meaning assigned in the Agreement. Each
party hereto agrees to make payment to the other party hereto in accordance
with the provisions of this Confirmation and of the Agreement.
This Confirmation supersedes any previous Confirmation or other communication
with respect to the Transaction and evidences a complete and binding agreement
between you and us as to the terms of the Swap Transaction to with this
Confirmation relates. This Confirmation is subject to the terms and conditions
of the ISDA Master Agreement dated as of April 28, 2006, between each of DBAG
and Counterparty and shall form a part of and be subject to that ISDA Master
Agreement.
Capitalized terms used in this Confirmation and not defined in the
Agreement, this Confirmation or the 2000 Definitions shall have the respective
meaning assigned in the Pooling and Servicing
Agreement.
1. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
General Terms
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Trade Date: May 30, 2006
Effective Date: May 30, 2006
Termination Date: The earlier to occur of (i) July 1,
2036, and (ii) the date upon which the
Notional Amount has been reduced to zero,
subject to adjustment in accordance with the
Following Business Day Convention.
Notional Amount: With respect to any Calculation Period,
the lesser of (i) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the Due Date in the prior calendar
month (after giving effect to Principal
Prepayments received in the Prepayment
Period related to that prior Due Date) and
(ii) the aggregate Class Certificate
Balance of the Class A-1 Certificates
immediately prior to the Distribution Date
occurring in the calendar month in which
such Calculation Period ends.
Floating Amount I:
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Floating Rate I Payer: DBAG
Floating Rate I Payer Early Payment shall be applicable. For each
Payment Dates: Calculation Period, the Floating Rate
Payer Payment Date shall be the first
Business Day prior to the related Floating
Rate Payer Period End Date.
Floating Rate I The 25th of each month in each year from (and
Payer Period End including) June 25, 2006 to (and including)
Dates: the Termination Date, subject to adjustment
in accordance with the Following Business Day
Convention.
Floating Rate I
Option: USD-LIBOR-BBA.
Designated Maturity: One Month
Spread: On or prior to the Optional Termination
Date (as defined in the Pooling and
Servicing Agreement), 0.12% and following
the Optional Termination Date (as defined
in the Pooling and Servicing Agreement),
0.24%.
Floating Rate I Day Actual/360
Count Fraction:
Reset Dates: The first day of each Calculation Period.
2
Compounding: Inapplicable
Floating Amount II:
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Floating Rate II Counterparty
Payer:
Floating Rate II The 25th of each month in each year from (and
Payer Payment Dates: including) June 25, 2006 to (and including)
the Termination Date, subject to adjustment
in accordance with the Following Business
Day Convention.
Floating Rate II: On or prior to the Optional Termination
Date (as defined in the Pooling and
Servicing Agreement) the lesser of (i) the
sum of (A) USD-LIBOR-BBA plus 0.12% and
(B) 0.09% and (ii) the Weighted Average
Adjusted Net Mortgage Rate (as defined in
the Pooling and Servicing Agreement).
Following the Optional Termination Date (as
defined in the Pooling and Servicing
Agreement) the lesser of (i) the sum of (A)
USD-LIBOR-BBA plus 0.24% and (B) 0.18% and
(ii) the Weighted Average Adjusted Net
Mortgage Rate (as defined in the Pooling and
Servicing Agreement).
Designated Maturity: One Month
Floating Rate II Day Actual/360
Count Fraction:
Reset Dates: The first day of each Calculation Period.
Compounding: Inapplicable
Business Days: New York
Amendment to Section 2(c) Notwithstanding anything to the contrary in
of the Agreement: Section 2(c) of the Agreement, amounts that
are payable with respect to Calculation
Periods which end in the same calendar month
(prior to any adjustment of period end
dates) shall be netted, as provided in
Section 2(c) of the Agreement, even if such
amounts are not due on the same payment
date. For avoidance of doubt any payments
pursuant to Section 6(e) of the Agreement
shall not be subject to netting.
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Notwithstanding anything to the contrary in
this Confirmation, if for any Calculation
Period, Floating Amount I is greater then
Floating Amount II, than DBAG's netted
payment under this Confirmation shall be the
greater of (i) zero and (ii) (a) (Floating
Amount I minus Floating Amount II) minus (b)
the Class A-1 Amount (as defined in the
Pooling and Servicing Agreement).
Procedural Terms:
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Account Details:
Payments to DBAG: Deutsche Bank Trust Company Americas,
New York
Acct# 01 473 969
Swift Code: XXXXXX00
Payments to Deutsche Bank Trust Company - Americas
Counterparty: ABA # 000000000
Bene Acct. # 000-00-000
Bene Acct. Name NYLTD Funds Control - Stars
West
Ref: IndyMac INDX 2006-AR15 (IN06AF) Cap /
SWAP Payment
Assignment: DBAG will not unreasonably withhold or delay
its consent to an assignment of this
Transaction to any other third party.
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Please confirm that the foregoing correctly sets forth the terms of our
agreement by having an authorized officer sign this Confirmation and return it
via facsimile to:
Attention: Derivative Documentation
Telephone: 00 00 0000 0000
Facsimile: 44 20 7545 9761
E-mail: xxxxxxxxxx.xxxxxxxxxxxxx@xx.xxx
This message will be the only form of Confirmation dispatched by us. If you
wish to exchange hard copy forms of this Confirmation, please contact us.
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For and on behalf of For and on behalf of
DEUTSCHE BANK AG, NEW YORK BRANCH DEUTSCHE BANK NATIONAL TRUST
(RMBS Derivatives Desk) COMPANY, not in its individual or
corporate capacity but solely as Swap
Trustee for the Certificate Swap Account
for IndyMac INDX Mortgage Loan Trust
2006-AR15
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/s/ Xxxxxx Xxxxx
_____________________________________ _____________________________________
Name: Name: Xxxxxx Xxxxx
Title: Title: Associate
Date:
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Name:
Title:
Date:
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