EXHIBIT 99.5
Deutsche Bank
Aktiengesellschaft
To: DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its
individual or corporate capacity but solely as Swap
Trustee for the Swap Trust for IndyMac INDX Mortgage Loan
Trust 2006-AR21
Attn:
▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax No: (▇▇▇) ▇▇▇-▇▇▇▇
From: DEUTSCHE BANK AG, NEW YORK BRANCH
Date: June 28, 2006
Reference: Global No.
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 on behalf of the Holders of the Class A-1
Certificates for the Swap Trust for IndyMac INDX Mortgage Loan Trust 2006-AR21
("Counterparty") created under the Pooling and Servicing Agreement for IndyMac
INDX Mortgage Loan Trust 2006-AR21 dated as of June 1, 2006 among IndyMac MBS,
Inc., as depositor, IndyMac Bank, F.S.B., as Seller and 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 (as defined
below).
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 (the "Agreement"),
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
Trade Date: TBD
Effective Date: June 28, 2006
Termination Date: The earlier to occur of (i)
August 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 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:
Floating Rate I DBAG
Payer:
Floating Rate I Early Payment shall be applicable. For each
Payer Payment Calculation Period, the Floating Rate Payer Payment
Dates: 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) July 25, 2006 to (and including) the
Dates: Termination Date, subject to adjustment in
accordance with the Following Business Day
Convention.
Floating Rate I USD-LIBOR-BBA.
2
Option:
Designated One Month
Maturity:
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 Actual/360
Day Count
Fraction:
Reset Dates: The first day of each Calculation Period.
Compounding: Inapplicable
Floating Amount II:
Floating Rate II Counterparty
Payer:
Floating Rate II The 25th of each month in each year from (and
Payer Payment including) July 25, 2006 to (and including) the
Dates: 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)
0.06% 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)
3
the sum of (A) USD-LIBOR-BBA plus
0.24% and (B) 0.12% and (ii) the
Weighted Average Adjusted Net
Mortgage Rate (as defined in the
Pooling and Servicing Agreement).
Designated One Month
Maturity:
Floating Rate II Actual/360
Day 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 ,
payments on Early Termination
determined pursuant to Section 6(e)
shall be determined separately for
each Transaction under the Agreement
and the netting provisions of Section
2(c) of the Agreement shall not apply
to such payments.
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
4
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:
Account Details:
Payments to DBAG: Deutsche Bank Trust Company Americas,
New York
Acct# 01 473 969
Swift Code: ▇▇▇▇▇▇▇▇
Payments to Deutsche Bank Trust Company - Americas
Counterparty: ABA # ▇▇▇▇▇▇▇▇▇
Bene Acct. # ▇▇▇-▇▇-▇▇▇
Bene Acct. Name NYLTD Funds Control - Stars West
Ref: IndyMac INDX 2006-AR21 (IN06AL) Cap / SWAP
Payment
Assignment: DBAG will not unreasonably withhold or delay its
consent to an assignment of this Transaction to
any other third party.
5
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: ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
Facsimile: 44 20 7545 9761
E-mail: ▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇
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.
-------------------------------------------------------------------------------
For and on behalf of For and on behalf of
DEUTSCHE BANK AG, NEW DEUTSCHE BANK NATIONAL TRUST COMPANY,
YORK BRANCH not in its individual or corporate
capacity but solely as Swap Trustee for
the Swap Trust for IndyMac INDX Mortgage
Loan Trust 2006-AR21
-------------------------------------------------------------------------------
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
------------------------- --------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Director Title: Associate
-------------------------------------------------------------------------------
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
-------------------------------------------------------------------------------
6