Exhibit 99.3
The Schedule to the ISDA Master Agreement
(Multicurrency-Cross Border)
SCHEDULE
to the
Master Agreement
dated as of June 28, 2006
between
DEUTSCHE BANK AG, NEW YORK BRANCH ("Party A"),
and
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 (`Party B")
All terms used herein and not otherwise defined are given their meaning in the
Pooling and Servicing Agreement for 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").
Part 1: Termination Provisions
In this Agreement:-
(a) "Specified Entity" means in relation to Party A for the purpose of:-
Section 5(a)(v), Not applicable.
Section 5(a)(vi), Not applicable.
Section 5(a)(vii), Not applicable.
Section 5(b)(iv), Not applicable.
and in relation to Party B for the purpose of:-
Section 5(a)(v), Not applicable.
Section 5(a)(vi), Not applicable.
Section 5(a)(vii), Not applicable.
Section 5(b)(iv), Not applicable.
(b) "Specified Transaction" will have the meaning specified in Section 14 of
this Agreement.
(c) Events of Default.
(i) The "Breach of Agreement" provisions of Section 5(a)(ii) will apply
to Party A but will not apply to Party B.
(ii) The "Credit Support Default" provisions of Section 5(a)(iii) will
not apply to Party A, unless Party A has obtained a guarantee or posted
collateral following a Collateralization Event or Ratings Event, and
will not apply to Party B.
(iii) The "Misrepresentation" provisions of Section 5(a)(iv) will apply
to Party A but will not apply to Party B.
(iv) The "Default under Specified Transaction" provisions of Section
5(a)(v) will not apply to Party A and will not apply to Party B.
(v) "Cross Default" provisions of Section 5(a)(vi) will not apply to
Party A and will not apply to Party B.
(vi) Clause (2) of the "Bankruptcy" provisions of Section 5(a)(vii) will
not apply to Party B with respect to either party's inability to pay its
subordinated debt.
(d) Termination Events.
(i) The "Tax Event Upon Merger" provisions of Section 5(b)(ii) will
apply to Party A but will not apply to Party B.
(ii) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will
not apply to Party A and will not apply to Party B.
(e) The "Automatic Early Termination" provision of Section 6(a) will not apply
to Party A and will not apply to Party B.
(f) Payments on Early Termination. For the purpose of Section 6(e) of this
Agreement, Market Quotation and the Second Method will apply.
(g) "Termination Currency" means USD.
(h) Additional Termination Events will apply. Each of the following shall
constitute an Additional Termination Event:
(A) Approved Ratings Threshold. Upon the occurrence of a Collateralization
Event (as defined below) Party A has not, within 30 days after such
ratings downgrade (unless, within 30 days after such downgrade, each such
Swap Rating Agency has reconfirmed the rating of the Swap Certificates
which was in effect immediately prior to such downgrade (determined
without regard to any financial guaranty insurance policy, if applicable),
unless the rating of the Swap Certificates were changed due to a
circumstance other than the downgrading of Party A's (or its Credit
Support Provider's) rating), complied with one of the four solutions
listed below, then an Additional Termination Event shall have occurred
with respect to Party A and Party A shall be the sole Affected Party with
respect to such Additional Termination Event.
In the event that (A) either (i) the unsecured, long-term senior debt
obligations of Party A (or its Credit Support Provider) are rated below
"A1" by Moody's or are rated "A1" by Moody's and such rating is on watch
for possible downgrade (but only for so long as it is on watch for
possible downgrade) or (ii) the unsecured, short-term debt obligations of
Party A (or its Credit Support Provider) are rated below "P-1" by Moody's
or are rated "P-1" by Moody's and such rating is on watch for possible
downgrade (but only for so long as it is on watch for possible downgrade),
(B) no short-term rating is available from Moody's and the unsecured,
long-term senior debt obligations of Party A (or its Credit Support
Provider) are rated below "Aa3" by Moody's or are rated "Aa3" by Moody's
and such rating is on watch for possible downgrade (but only for so long
as it is on watch for possible downgrade), or (C) either (i) the
unsecured, short-term debt obligations of Party A (or its Credit Support
Provider) are rated below "A-1" by S&P or (ii) if Party A (or its Credit
Support Provider) does not have a short-term rating from S&P, the
unsecured, long-term senior debt obligations of Party A (or its Credit
Support Provider) are rated below "A+" by S&P (such event, a
"Collateralization Event"), then, Party A, at its own cost and subject to
the Rating Agency Condition, shall within 30 days either (i) cause another
entity to replace Party A as party to this Agreement that satisfies the
Swap Counterparty Ratings Requirement and that is approved by the Trustee
(which approval shall not be unreasonably withheld) on terms substantially
similar to this Agreement; (ii) obtain a guaranty of, or a contingent
agreement of another person that satisfies the Swap Counterparty Ratings
Requirement, to honor Party A's obligations under this Agreement, provided
that such other person is approved by the Trustee such approval not to be
unreasonably withheld; (iii) post collateral in accordance with a Credit
Support Annex which satisfies the Rating Agency Condition; or (iv)
establish any other arrangement satisfactory to the applicable Swap Rating
Agency which will be sufficient to restore the immediately prior ratings
of the Swap Certificates (determined without regard to any financial
guaranty insurance policy, if applicable). All collateral posted by Party
A shall be returned to Party A immediately upon Party A securing a
substitute counterparty that satisfies the Swap Counterparty Ratings
Requirement.
"Swap Counterparty Ratings Requirement" shall mean (a) either (i) the
unsecured, short-term debt obligations of the substitute counterparty (or
its Credit Support Provider) are rated at least "A-1" by S&P or (ii) if
the substitute counterparty does not have a short-term rating from S&P,
the unsecured, long-term senior debt obligations of the substitute
counterparty (or its Credit Support Provider) are rated at least "A+" by
S&P, and (b) either (i) the unsecured, long-term senior debt obligations
of such substitute counterparty (or its Credit Support Provider) are rated
at least "A1" by Moody's (and if rated "A1" by Moody's, such rating is not
on watch for possible downgrade) and the unsecured, short-term debt
obligations of such substitute counterparty (or its Credit Support
Provider) are
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rated at least "P-1" by Moody's (and if rated "P-1" by Moody's, such
rating is not on watch for possible downgrade and remaining on watch for
possible downgrade), or (ii) if such substitute counterparty (or its
Credit Support Provider) does not have a short-term debt rating from
Moody's, the unsecured, long-term senior debt obligations of such
substitute counterparty (or its Credit Support Provider) are rated at
least "Aa3" by Moody's (and if rated "Aa3" by Moody's, such rating is
not on watch for possible downgrade).
(B) Ratings Event. Upon the occurrence of a Ratings Event (as defined
below) Party A has not, within 10 days after such rating withdrawal or
downgrade (unless, within 10 days after such withdrawal or downgrade,
each such Swap Rating Agency has reconfirmed the rating of the Swap
Certificates which was in effect immediately prior to such withdrawal or
downgrade (determined without regard to any financial guaranty insurance
policy, if applicable), unless the rating of the Swap Certificates were
changed due to a circumstance other than the withdrawal or downgrading
of Party A's (or its Credit Support Provider's) rating), complied with
one of the solutions listed below, then an Additional Termination Event
shall have occurred with respect to Party A and Party A shall be the
sole Affected Party with respect to such Additional Termination Event.
It shall be a ratings event ("Ratings Event") if at any time after the
date hereof Party A shall fail to satisfy the Swap Counterparty Ratings
Threshold. Swap Counterparty Ratings Threshold shall mean that both (A)
the unsecured, long-term senior debt obligations of Party A (or its
Credit Support Provider) are rated at least "BBB-" by S&P, and (B)
either (i) the unsecured, long-term senior debt obligations of Party A
(or its Credit Support Provider) are rated at least "A2" by Moody's
(including if such rating is on watch for possible downgrade) and the
unsecured, short-term debt obligations of Party A (or its Credit Support
Provider) are rated at least "P-1" by Moody's (including if such rating
is on watch for possible downgrade) or (ii) if Party A (or its Credit
Support Provider) does not have a short-term rating from Moody's, the
unsecured, long-term senior debt obligations of Party A (or its Credit
Support Provider) are rated at least "A1" by Moody's (including if such
rating is on watch for possible downgrade).
Following a Ratings Event, Party A shall take the following actions at
its own expense and subject to the Rating Agency Condition, (A)
immediately post collateral in accordance with a Credit Support Annex
which satisfies the Rating Agency Condition (until such time as it has
secured a substitute counterparty or a guarantor that satisfies the Swap
Counterparty Ratings Requirement), and (B) not later than 10 days after
the occurrence of such a downgrade or withdrawal by S&P or Moody's,
either (I) assign all of its rights and obligations under the
Transactions to a counterparty that satisfies the Swap Counterparty
Ratings Requirement or whose guarantor satisfies the Swap Counterparty
Ratings Requirement pursuant to documentation substantially similar to
the documentation then in place and subject to prior notification to the
Rating Agencies, or (II) provide a guaranty from a guarantor that
satisfies the Swap Counterparty Ratings Requirement pursuant to
documentation substantially similar to the documentation then in place
and subject to prior notification to the Rating Agencies.
The occurrence of the Additional Termination Event described in Part
1(h)(A) and (B) shall have no effect on Party A's obligation to
undertake the steps set forth hereunder in the event Party B does not
exercise its right to terminate hereunder. Notwithstanding the
foregoing, in the event that S&P has other published criteria with
respect to the downgrade of a counterparty in effect at the time of such
a downgrade of Party A, Party A shall be entitled to elect to take such
other measures specified in such published criteria subject to the
satisfaction of the Rating Agency Condition.
(C) Supplemental Pooling and Servicing Agreement without Party A's Prior
Written Consent. Party B enters into an amendment and or supplement to
the Pooling and Servicing Agreement or other modification to the Pooling
and Servicing Agreement that could reasonably be expected to have a
material adverse effect on Party A without the prior written consent of
Party A. For the purpose of the foregoing Termination Event, Party B
shall be the sole Affected Party.
Part 2: Tax Representations
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(a) Payer Tax Representations. For the purpose of Section 3(e) of this
Agreement, Party A and Party B will each make the following representation:
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 Sections 2(e),
6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
under this Agreement. In making this representation, it may rely on (i)
the accuracy of any representation made by the other party pursuant to
Section 3(f) of this Agreement, (ii) the satisfaction(s) of the
agreement of the other party contained in Section 4(a)(i) or 4(a)(iii)
of this Agreement and the accuracy and effectiveness of any document
provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
this Agreement; and (iii) the satisfaction of the agreement of the other
party contained in Section 4(d) of this Agreement, 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) of this Agreement by reason of material
prejudice to its legal or commercial position.
(b) Payee Tax Representations.
Party A Payee Tax Representations. For the purpose of Section 3(f),
Party A makes the following representations:
It is a "foreign person" within the meaning of the applicable U.S.
Treasury Regulations concerning information reporting and backup
withholding tax (as in effect on January 1, 2001), unless Party A
provides written notice to Party B that it is no longer a foreign
person. In respect of any Transaction it enters into through an office
or discretionary agent in the United States or which otherwise is
allocated for United States federal income tax purposes to such United
States trade or business, each payment received or to be received by it
under such Transaction will be effectively connected with its conduct of
a trade or business in the United States.
Party B Payee Tax Representations. For the purpose of Section 3(f),
Party B makes the following representation:
Party B represents that it is a "United States person" as such term is
defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as
amended.
Part 3: Agreement to Deliver Documents
(a) Tax forms, documents or certificates to be delivered are:
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Party required to deliver document Form/Document/Certificate Date by which to be delivered
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Party A and Party B Any document required or reasonably Promptly after the earlier of (i)
requested to allow the other party reasonable demand by either party or
to make payments under this (ii) within 30 days of the execution.
Agreement without any deduction or
withholding for or on the account of
any Tax or with such deduction or
withholding at a reduced rate.
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(b) Other Documents to be delivered are:
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Party required to deliver Form/Document/Certificate Date by which to be Covered by Section 3(d)
document delivered representation
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Party A and Party B Any documents required or reasonably Upon execution. Yes
requested by the receiving party to evidence
authority of the delivering party or its Credit
Support Provider, if any, to execute and deliver
this Agreement, any Confirmation, and any Credit
Support Documents to which it is a party, and to
evidence the authority of the delivering party
to its Credit Support Provider to perform its
obligations under this Agreement, such
Confirmation and/or Credit Support Document, as
the case may be.
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Party A and Party B A certificate of an authorized officer of Upon execution Yes
the party, as to the incumbency and
authority of the respective officers of
the party signing this agreement, any
relevant Credit Support Document, or any
Confirmation, as the case may be.
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Party A and Party B An opinion of counsel to such party Upon execution No
reasonably satisfactory in form and
substance to the other party.
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Party B Executed copy of the Pooling and Upon execution Yes
Servicing Agreement
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Part 4: Miscellaneous
(a) Addresses for Notices. For the purposes of Section 12(a) of this
Agreement:
Party A:
(1) Address for notices or communications to Party A in respect of
Section 5(a)(i) shall be sent to:-
Address: Deutsche Bank AG, New York Branch
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
In addition, with respect to Party A, all notices under Sections 5
or 6 of this Agreement (other than notices under Section 5(a)(i)) shall be
sent to:
Deutsche Bank AG, Head Office
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Attention: Legal Department
Telex No: 411836 or 416731 or 41233
Answerback: DBF-D
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Party B:
Address for notices or communications to Party B:-
Address: Deutsche Bank National Trust Company as Trustee for IndyMac
INDX 2006-AR21
▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Attention: IN06AL
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
(b) Process Agent. For the purposes of Section 13(c) of this Agreement:
Party A appoints as its Process Agent: Not Applicable.
Party B appoints as its Process Agent: Not Applicable.
(c) Offices. The provisions of Section 10(a) will not apply to this
Agreement.
(d) Multibranch Party. For the purpose of Section 10(c) of this Agreement:
Party A is not a Multibranch Party. Party B is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is Party A; provided however,
if an Event of Default occurs and is continuing with respect to Party A,
then the Calculation Agent shall be Party B or Party B shall be entitled
to appoint a financial institution which would qualify, as a Reference
Market-maker to act as Calculation Agent.
(f) Credit Support Document. Credit Support Document means
With respect to Party A: Following a Collateralization Event or Ratings
Event any Credit Support Annex or guaranty, if applicable.
With respect to Party B: The Pooling and Servicing Agreement.
(g) Credit Support Provider.
Credit Support Provider means in relation to Party A: Following a
Collateralization Event or Ratings Event any guarantor, if applicable.
Credit Support Provider means in relation to Party B: Not Applicable.
(h) Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (without reference to
choice of law doctrine other than Sections 5-1401 and 5-1402 of the New
York General Obligations Law).
(i) Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement
will apply to all Transactions (in each case starting from the date of
this Agreement).
(j) "Affiliate" will have the meaning specified in Section 14 of this
Agreement, provided that Party B shall be deemed to have no Affiliates.
(k) Jurisdiction. Section 13(b) is hereby amended by: (i) deleting in the
second line of subparagraph (i) thereof the word "non-": and (ii)
deleting the final paragraph thereof.
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(l) Waiver of Jury Trial. Each party waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect
of any suit, action or proceeding relating to this Agreement or any
Credit Support Document. Each party certifies (i) that no
representative, agent or attorney of the other party or any Credit
Support Provider has represented, expressly or otherwise, that such
other party would not, in the event of such a suit, action or
proceeding, seek to enforce the foregoing waiver and (ii) acknowledges
that it and the other party have been induced to enter into this
Agreement and provide for any Credit Support Document, as applicable,
by, among other things, the mutual waivers and certifications in this
Section.
(m) 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
Part 5: Other Provisions
(a) Section 3(a) of this Agreement is hereby amended to include the
following additional representations after paragraph 3(a)(v):
(vi) Eligible Contract Participant. It is an "eligible contract
participant" as defined in the U.S. Commodity Exchange Act.
(vii) Individual Negotiation. This Agreement and each Transaction
hereunder is subject to individual negotiation by the parties.
(viii) Relationship between Party A and Party B. Each of Party A and
Party B will be deemed to represent to the other on the date on which it
enters into a Transaction or an amendment thereof that (absent a written
agreement between Party A and Party B that expressly imposes affirmative
obligations to the contrary for that Transaction):
(1) Principal. It is acting as principal and not as agent when
entering into this Agreement and each Transaction.
(2) Non-Reliance. It is acting for its own account and it has made
its own independent decisions to enter into that Transaction and
as to whether that Transaction is appropriate or proper for it
based upon its own judgment and upon advice from such advisors as
it has deemed necessary. It is not relying on any communication
(written or oral) of the other party as investment advice or as a
recommendation to enter into that Transaction; it being understood
that information and explanations related to the terms and
conditions of a Transaction shall not be considered investment
advice or a recommendation to enter into that 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 that Transaction.
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(3) Evaluation and Understanding. It is capable of evaluating and
understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms,
conditions and risks of this Agreement and each Transaction
hereunder. It is also capable of assuming, and assumes, all
financial and other risks of this Agreement and each Transaction
hereunder.
(4) Status of Parties. The other party is not acting as a
fiduciary or an advisor for it in respect of that Transaction.
(b) Third-Party Beneficiary. Party B agrees with Party A that Party A shall be
an express third-party beneficiary of the Pooling and Servicing Agreement.
(c) No Set-off. Notwithstanding any provision of this Agreement or any other
existing or future agreements, each of Party A and Party B irrevocably waives
as to itself any and all contractual rights it may have to set off, net,
recoup or otherwise withhold or suspend or condition its payment or
performance of any obligation to the other party under this Agreement against
any obligation of one party hereto to the other party hereto arising outside
of this Agreement (which Agreement includes without limitation, the Master
Agreement to which this Schedule is attached, this Schedule and the
Confirmation). Accordingly, the provisions for Set-Off in Section 6(e) of this
Agreement shall not apply for purposes of this Transaction.
(d) No Netting of Payments on Early Termination. Notwithstanding any provision
of this Agreement or any other existing or future agreements to the contrary,
Payments on Early Termination determined pursuant to Section 6(e) shall be
determined separately for each Transaction under this Agreement and the
netting provisions of Section 2(c) of this Agreement shall not apply to such
payments. If due to the inapplicability of Section 2(c) both Parties will be
making a Payment on Early Termination pursuant to Section 6(e), either party
may at its option and in its sole discretion notify the other party that
payments on that date are to be made in escrow. In this case deposit of the
payment by the party giving the notice shall be made with an escrow agent
selected by the party giving the notice, accompanied by irrevocable payment
instructions (A) to release the deposited payment to the intended recipient
upon receipt by the escrow agent of the required deposit of the corresponding
payment from the other party by 11:00pm New York Time accompanied by
irrevocable payment instructions to the same effect or (B) if the required
deposit of the corresponding payment is not made by 11:00pm New York Time, to
return the payment deposited to the party that paid it into escrow. The party
that elects to have payments made in escrow shall pay the costs of the escrow
arrangements.
(e) Transfer. Section 7 is hereby amended by adding at the end thereof the
sentence: "In addition, any transfer of this Agreement shall be subject to the
Rating Agency Condition." Party A and Party B hereby agree that they will
provide written notice to each Rating Agency of any transfer under Section
6(b)(ii).
(f) Amendments. Section 9(b) is hereby amended by adding at the end thereof
the sentence: "In addition, any amendment or modification of this Agreement
shall be subject to the Rating Agency Condition."
(g) Amendments to Operative Documents. Party B agrees that it will obtain
Party A's written consent (which consent shall not be unreasonably withheld)
prior to amending or supplementing the Pooling and Servicing Agreement (or any
other transaction document), if such amendment and/or supplement would: (a)
materially adversely affect any of Party A's rights or obligations hereunder;
or (b) modify the obligations of, or impact the ability of, Party B to fully
perform any of Party B's obligations hereunder.
(h) No Bankruptcy Petition. Party A agrees that it will not, until a period of
one year and one day or, if longer the applicable preference period, after the
payment in full of all of the Swap Certificates, acquiesce, petition, invoke
or otherwise cause Party B to invoke the process of any governmental authority
for the purpose of commencing or sustaining a case (whether voluntary or
involuntary) against Party B under any bankruptcy, insolvency or similar law
or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of Party B or any substantial part of
its property or ordering the winding-up or liquidation of the affairs of Party
B; provided, that this provision shall not restrict or prohibit Party A from
joining any other person, including, without limitation, the Trustee, in any
bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation
proceedings already commenced or other analogous proceedings already commenced
under applicable law. This Part 5(h) shall survive the termination of this
Agreement.
(i) Deduction or Withholding for Tax. The provisions of Section 2(d)(i)(4) and
2(d)(ii) will not apply to Party B and Party B shall not be required to pay
any additional amounts referred to therein.
(j) Additional Definitions. Section 14 is hereby amended by adding the
following definitions in their
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appropriate alphabetical order:
"Moody's" means ▇▇▇▇▇'▇ Investor Services, Inc.
"Rating Agency Condition" means, with respect to any particular proposed
act or omission to act hereunder, that the party acting or failing to
act has consulted with each Rating Agency then providing a rating of any
Swap Certificates and has received from each Rating Agency a written
confirmation that the proposed action or inaction would not cause such
Rating Agency to downgrade or withdraw its then-current rating of any
Swap Certificates (determined without regard to any financial guaranty
insurance policy, if applicable).
"S&P" means Standard & Poor's Ratings Services, a division of
▇▇▇▇▇▇-▇▇▇▇, Inc.
"Swap Rating Agency" means Moody's and S&P.
"USD" means United States Dollars.
(k) Limited Liability. It is expressly understood and agreed by the parties
hereto that (a) this Agreement is executed and delivered by Deutsche Bank
National Trust Company ("Deutsche Bank"), not individually or personally but
solely as the trustee, in the exercise of the powers and authority conferred
and vested in it, (b) the representations, undertakings and agreements herein
made on the part of the Trust are made and intended not as personal
representations, undertakings and agreements by Deutsche Bank but are made and
intended for the purpose of binding only the Trust, (c) nothing herein
contained shall be construed as creating any liability on Deutsche Bank,
individually or personally, to perform any covenant either expressed or
implied contained herein, all such liability, if any, being expressly waived
by the parties who are signatories to this letter agreement and by any person
claiming by, through or under such parties and (d) under no circumstances
shall Deutsche Bank be personally liable for the payment of any indebtedness
or expenses of the Trust or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the
Trust under this Agreement. This Part 5(k) shall survive the termination of
this Agreement.
(l) Regulation AB Compliance. Party A and Party B agree that the terms of the
Item 1115 Agreement dated as of April 27, 2006 (the "Regulation AB
Agreement"), among IndyMac Bank, F.S.B., IndyMac MBS, Inc., IndyMac ABS, Inc.
and Deutsche Bank AG, New York Branch shall be incorporated by reference into
this Agreement so that Party B 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.
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IN WITNESS WHEREOF, the parties have executed this document by their duly
authorized officers with effect from the date so specified on the first page
hereof.
DEUTSCHE BANK NATIONAL TRUST
COMPANY, not in its individual or corporate
DEUTSCHE BANK AG, NEW YORK B capacity but solely as Swap Trustee for the Swap
RANCH Trust for IndyMac INDX Mortgage Loan Trust
2006-AR21
("Party A") ("Party B")
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director Title: Associate
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
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EXHIBIT A
Item 1115 Agreement
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