EXHIBIT 99.3
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The Schedule to the ISDA Master Agreement (including the related ISDA Credit
Support Annex)
Schedule
to the
Master Agreement
dated as of August 29, 2006
between
Credit Suisse International, and Deutsche Bank National Trust
an unlimited company incorporated Company, not in its individual
under the laws of England and Wales capacity, but solely as
("Party A") Supplemental Interest Trustee on
behalf of the Supplemental Interest
Trust created under the Pooling and
Servicing Agreement in respect of
the Residential Asset
Securitization Trust 2006-A11
("Party B")
Part 1
Termination Provisions
In this Agreement:
(a) Specified Entity. "Specified Entity" shall have no meaning in relation to
Party A or Party B.
(b) Specified Transaction. Specified Transaction will have the meaning specified
in Section 14.
(c) Certain Events of Default. The following Events of Default will apply to the
parties as specified below, and the definition of "Event of Default" in Section
14 is deemed to be modified accordingly:
Section 5(a)(i) (Failure To Pay or Deliver) will apply to Party A and will
apply to Party B.
Section 5(a)(ii) (Breach of Agreement) will apply to Party A and will apply
to Party B.
Section 5(a)(iii) (Credit Support Default) will not apply to Party A or
Party B.
Section 5(a)(iv) (Misrepresentation) will apply to Party A and will apply
to Party B.
Section 5(a)(v) (Default Under Specified Transaction) will not apply to
Party A or Party B.
Section 5(a)(vi) (Cross Default) will apply to Party A and will apply to
Party B.
Section 5(a)(vii) (Bankruptcy) will apply to Party A and will apply to
Party B.
Section 5(a)(viii) (Merger Without Assumption) will apply to Party A and
will apply to Party B.
(d) Termination Events. The "Illegality" provision of Section 5(b)(i), the "Tax
Event" provision of Section 5(b)(ii), the "Tax Event Upon Merger" provision of
Section 5(b)(iii) and the "Credit Event Upon Merger" provision of Section
5(b)(iv) will apply to both Party A and Party B.
(e) Automatic Early Termination. The "Automatic Early Termination" provision of
Section 6(a) will not apply to Party A or Party B.
(f) Payments on Early Termination. For the purpose of Section 6(e), the Second
Method and Market Quotation will apply.
(g) Termination Currency. "Termination Currency" means United States Dollars.
(h) Additional Termination Event.
(1) Each of the following shall be an Additional Termination Event with
respect to Party B as the sole Affected Party:
Termination of Trust. The termination of the obligations and
responsibilities of the parties to the Pooling and Servicing Agreement
pursuant to Section [o] of the Pooling and Servicing Agreement.
(2) Each of the following shall be an Additional Termination Event with
respect to Party A as the sole Affected Party:
(A) Counterparty Rating Agency Downgrade. If Party A no longer has a
long-term credit rating of at least A (or its equivalent) from at least one
of the Rating Agencies rating the Certificates (a "Counterparty Rating
Agency Downgrade"), provided that none of the following events shall occur:
Party A shall, no later than the 30th day following the Counterparty Rating
Agency Downgrade, either (1) obtain a substitute Counterparty that is a
bank or other financial institution that has a long-term credit rating of
at least A (or its equivalent) from at least one of the Rating Agencies
rating the Certificates (the "Counterparty Rating Requirement"), (2) obtain
a guaranty of or a contingent agreement of another person that meets the
Counterparty Rating Requirement to honor Party A's obligations hereunder,
(3) post collateral under the Credit Support Annex attached hereto and made
a part hereof, or (4) restore its long-term credit rating to at least A (or
its equivalent) from at least one of the Rating Agencies rating the
Certificates. As used herein: (i) "Moody's" means ▇▇▇▇▇'▇ Investors
Service, Inc., or any successor nationally recognized statistical rating
organization, (ii) "S&P" means Standard & Poor's Ratings Services, a
division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or any successor nationally
recognized statistical rating organization, (iii) "Fitch" means Fitch
Ratings, or any successor nationally recognized statistical rating
organization, and (iv) "Rating Agency" means ▇▇▇▇▇'▇, S&P, or Fitch.
(B) Any failure by Party A or any guarantor of Party A (the "Counterparty
Guarantor") to deliver any information, report, accountants' consent or
other material when, and in any case only as, required under Section [o] of
the Item 1115 Agreement dated as of the date hereof (the "Item 1115
Agreement") or any breach by the Counterparty or any Counterparty Guarantor
of a representation or warranty set forth in Section [o] of the Item 1115
Agreement (to the extent that such breach is not cured by the Closing Date
with respect to information provided prior to the Closing Date, or in the
case of information needed for purposes of printing the Prospectus
Supplement, the date of printing of the Prospectus Supplement), shall,
unless remedied as provided in clause (i) of Part 5(o), immediately and
automatically, without notice or grace period, constitute an Additional
Termination Event under Part 1(h).
ISDA SCHEDULE (SUPPLEMENTAL INTEREST TRUST)
Part 2
Tax Representations
(a) Payer Tax Representations. For the purpose of Section 3(e), Party A and
Party B each makes 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 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:
(i) the accuracy of any representation made by the other party pursuant to
Section 3(f);
(ii) the satisfaction of the agreement of the other party 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 to
its legal or commercial position.
(b) Payee Tax Representations. For the purpose of Section 3(f),
(i) Party A makes the following representation to Party B:
(A) Party A is entering into each Transaction in the ordinary course
of its trade as, and is, a recognized UK bank as defined in
Section 840A of the UK Income and Corporation Taxes Act of 1988.
(B) Party A has been approved as a Withholding Foreign Partnership by
the US Internal Revenue Service.
(C) Party A's Withholding Foreign Partnership Employer Identification
Number is ▇▇-▇▇▇▇▇▇▇.
(D) Party A is a partnership that agrees to comply with any
withholding obligation under Section 1446 of the Internal Revenue
Code.
(ii) Party B makes no Payee Tax Representations.
ISDA SCHEDULE (SUPPLEMENTAL INTEREST TRUST)
Part 3
Agreement to Deliver Documents
Each party agrees to deliver the following documents as applicable:
(a) For the purpose of Section 4(a)(i), tax forms, documents or certificates to
be delivered are:
Party required to deliver Form/Document/ Date by which to be
document Certificate delivered
Party A U.S. Internal Revenue (i) Before the first
Service Form W-8IMY or Payment Date under this
any successor forms Agreement, such form to
thereto be updated at the
beginning of each
succeeding
three-calendar-year
period after the
first payment date
under this
Agreement, (ii)
promptly upon
reasonable demand
by Party B, and
(iii) promptly
upon learning that
any such Form
previously
provided by Party
A has become
obsolete or
incorrect.
(b) For the purpose of Section 4(a)(ii), other documents to be delivered are:
Party required to deliver Form/Document/ Date by which to be Covered by Section 3(d)
document Certificate delivered Representation
Party A and Evidence reasonably Upon execution this Yes
Party B satisfactory to the Agreement and, if
other party as to the requested, upon
names, true signatures execution of any
and authority of the Confirmation
officers or officials
signing this Agreement
or any Confirmation on
its behalf
ISDA SCHEDULE (SUPPLEMENTAL INTEREST TRUST)
Party required to deliver Form/Document/ Date by which to be Covered by Section 3(d)
document Certificate delivered Representation
Party A A copy of the annual Upon request, as soon Yes
report for such party as publicly available
containing audited or
certified financial
statements for the most
recently ended
financial year
Party A An opinion of counsel Upon execution of this No
to such party Agreement
reasonably satisfactory
in form and substance
to the other party
covering the
enforceability of this
Agreement against such
party
Party B Executed copies of the Upon request No
Pooling and Servicing
Agreement and such
other documents as
requested by Party A.
Party B Monthly Statements, as At such times as such Yes
set forth in Section Monthly Statements are
[o] of the Pooling and required to be
Servicing Agreement delivered to the
Trustee pursuant to the
Pooling and Servicing
Agreement
Party B Such other information Upon request No
in connection with the
Certificates or the
Pooling and Servicing
Agreement in the
possession of Party B
as Party A may
reasonably request.
Party B Any and all proposed Upon request No
and executed amendments
to the Pooling and
Servicing Agreement.
ISDA SCHEDULE (SUPPLEMENTAL INTEREST TRUST)
Part 4
Miscellaneous
(a) Addresses for Notices. For the purpose of Section 12(a):
Notwithstanding Section 12 (a) of the Agreement, all notices, including those to
be given under Section 5 or Section 6 of the Agreement, may be given by
facsimile transmission or electronic messaging system.
(i) (1) Address for notices or communications to Party A:
Address: One Cabot Square Attention: (1) Head of Credit Risk Management;
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (2) Global Head of OTC Operations,
Operations Department;
(3) General Counsel Europe -
Legal and Compliance Department
Telex No.: 264521 Answerback: CSIN G
(2) For the purpose of facsimile notices or communications under this
Agreement:
Facsimile No.: ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
Attention:General Counsel Europe - Legal and Compliance Department
Telephone number for oral confirmation of receipt of facsimile in
legible form: ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇ Designated responsible employee for
the purposes of Section 12(a)(iii): Senior Legal Secretary
With a copy to:
Facsimile No. ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
Head of Credit Risk Management
With a copy to:
Facsimile No. ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
Global Head of OTC Operations, Operations Department.
(ii) Address for notices or communications to Party B:
Address: Deutsche Bank National Trust Company, not Attention: Trust Administration IN0611
in its individual capacity, but solely as
Supplemental Interest Trustee on behalf
of the Supplemental Interest Trust
created under the Pooling and Servicing
Agreement in respect of Residential Asset
Securitization Trust 2006-A11
Deutsche Bank National Trust Company
▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇ ▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇ ▇▇▇▇
(For all purposes.)
With copies to:
Address: Credit Suisse Securities (USA) LLC Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
(b) Process Agent. For the purpose of Section 13(c):
Party A appoints as its Process Agent: Credit Suisse Securities (USA)
LLC, Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (Attention: General
Counsel, Legal and Compliance Department).
Party B appoints as its Process Agent: Not Applicable.
(c) Offices. The provisions of Section 10(a) will apply to this Agreement.
(d) Multibranch Party. For the purpose of Section 10(c):
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is Party A.
(f) Credit Support Document. Details of any Credit Support Document:
(i) With respect to Party B, the pooling and servicing agreement dated
as of [August 1, 2006], among IndyMac MBS, Inc., as Depositor, IndyMac
Bank, F.S.B, as Seller and Servicer, and Party B, as the trustee, as
amended from time to time (the "Pooling and Servicing Agreement").
(ii) With respect to Party A: Not Applicable.
(g) Credit Support Provider.
Credit Support Provider means in relation to Party A: Not applicable.
Credit Support Provider means in relation to Party B: Not applicable.
(h) Governing Law. This Agreement and, to the fullest extent permitted by
applicable law, all matters arising out of or relating in any way to
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.
(i) Netting of Payments. Section 2(c)(ii) of this Agreement will not apply
to the Transactions.
(j) Affiliate. Affiliate will have the meaning specified in Section 14,
provided that Party B shall be deemed to have no Affiliates.
ISDA SCHEDULE (SUPPLEMENTAL INTEREST TRUST)
Part 5
Other Provisions
(a) Definitions. Unless otherwise specified in a Confirmation, this Agreement
and each Transaction between the parties are subject to the 2000 ISDA
Definitions as published by the International Swaps and Derivatives Association,
Inc. (the "2000 Definitions"), and will be governed in all relevant respects by
the provisions set forth in the 2000 Definitions, without regard to any
amendment to the 2000 Definitions subsequent to the date hereof. The provisions
of the 2000 Definitions are incorporated by reference in and shall be deemed a
part of this Agreement, except that references in the 2000 Definitions to a
"Swap Transaction" shall be deemed references to a "Transaction" for purposes of
this Agreement.
(b) Independent Reliance. The parties agree to amend Section 3 of this Agreement
by the addition of the following provision at the end thereof and marked as
subsection (g).
"(g) Independent Reliance. Party A is entering into this Agreement
and will enter into each Transaction in reliance upon such
tax, accounting, regulatory, legal, and financial advice as it
deems necessary and not upon any view expressed by the other
party. Party B is entering into this Agreement and will enter
into each Transaction in reliance upon the direction of the
Depositor and not upon any view expressed by the other party."
(c) Change of Account. Section 2(b) of this Agreement is hereby amended by the
addition of the following after the word "delivery" in the first line thereof:
"to another account in the same legal and tax jurisdiction as the
original account"
(d) Escrow Payments. If (whether by reason of the time difference between the
cities in which payments are to be made or otherwise) it is not possible for
simultaneous payments to be made on any date on which both parties are required
to make payments hereunder, 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 due earlier on that date shall be
made by 2.00 pm (local time at the place for the earlier payment) on that date
with an escrow agent selected by the notifying party, accompanied by irrevocable
payment instructions (i) 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 on the same date accompanied by
irrevocable payment instructions to the same effect or (ii) if the required
deposit of the corresponding payment is not made on that same date, 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 all costs of the escrow
arrangements.
(e) Recording of Conversations. Each party to this Agreement acknowledges and
agrees to the tape recording of conversations between the parties to this
Agreement whether by one or other or both of the parties and each party hereby
consents to such recordings being used as evidence in Proceedings.
(f) Waiver of Right to Trial by Jury. 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 (i) certifies 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.
(g) Pooling and Servicing Agreement.
(1) Capitalized terms used in this Agreement that are not defined
herein and are defined in the Pooling and Servicing Agreement shall
have the respective meanings assigned to them in the Pooling and
Servicing Agreement.
ISDA SCHEDULE (SUPPLEMENTAL INTEREST TRUST)
(2) Notwithstanding any other provision of this Agreement, Party A may
not, prior to the date which is one year and one day, or if longer the
applicable preference period then in effect, after the payment in full
of all Certificates, institute against, or join any other Person in
instituting against, the Trust any bankruptcy, reorganization,
arrangement, insolvency, moratorium or liquidation proceedings, or
other proceedings under Federal, State, or bankruptcy or similar laws.
Nothing shall preclude, or be deemed to stop, Party A (i) from taking
any action prior to the expiration of the aforementioned one year and
one day period, or if longer the applicable preference period then in
effect, in (A) any case or proceeding voluntarily filed or commenced by
the Trust or (B) any involuntary insolvency proceeding filed or
commenced by a Person other than Party A, or (ii) from commencing
against the Trust or any of the Collateral any legal action which is
not a bankruptcy, reorganization, arrangement, insolvency, moratorium,
liquidation or similar proceeding. Party A further acknowledges that
Party B's obligations hereunder shall be solely the obligations of the
Trust and that recourse in respect of any obligations of Party B
hereunder will be limited to assets of the Trust as applied in
accordance with the terms of the Pooling and Servicing Agreement and,
on exhaustion thereof, all claims against Party B arising from this
Agreement or contemplated hereby shall be extinguished.
(h) Transfer. Section 7 is hereby amended to read in its entirety as follows:
Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(h) of the
Schedule, and except for the assignment by way of security in favor of the Party
B under the Pooling and Servicing Agreement, neither Party A nor Party B is
permitted to assign, novate or transfer (whether by way of security or
otherwise) as a whole or in part any of its rights, obligations or interests
under this Agreement or any Transaction without the prior written consent of the
other party; provided, however, that (i) Party A may make such a transfer of
this Agreement pursuant to a consolidation or amalgamation with, or merger with
or into, or transfer of substantially all of its assets to, another entity, or
an incorporation, reincorporation or reconstitution, and (ii) Party A may
transfer this Agreement to any Person, including, without limitation, another of
Party A's offices, branches or affiliates (any such Person, office, branch or
affiliate, a "Transferee") on at least five Business Days' prior written notice
to Party B; provided that, with respect to clause (ii), (A) as of the date of
such transfer the Transferee will not be required to withhold or deduct on
account of a Tax from any payments under this Agreement unless the Transferee
will be required to make payments of additional amounts pursuant to Section
2(d)(i)(4) of this Agreement in respect of such Tax (B) a Termination Event or
Event of Default does not occur under this Agreement as a result of such
transfer; (C) such notice is accompanied by a written instrument pursuant to
which the Transferee acquires and assumes the rights and obligations of Party A
so transferred; and (D) Party A will be responsible for any costs or expenses
incurred in connection with such transfer. Party B will execute such
documentation as is reasonably deemed necessary by Party A for the effectuation
of any such transfer. For the avoidance of doubt, the Counterparty Rating Agency
Downgrade provisions set forth in Part 1(h) hereto shall be applicable with
respect to any such transfer.
Except as specified otherwise in the documentation evidencing a transfer, a
transfer of all the obligations of Party A made in compliance with this Section
7 will constitute an acceptance and assumption of such obligations (and any
related interests so transferred) by the Transferee, a novation of the
transferee in place of Party A with respect to such obligations (and any related
interests so transferred), and a release and discharge by Party B of Party A
from, and an agreement by Party B not to make any claim for payment, liability,
or otherwise against Party A with respect to, such obligations from and after
the effective date of the transfer.
In addition, Party A may transfer this Agreement without the prior consent of
the Supplemental Interest Trustee, on behalf of Party B, to an affiliate that
satisfies the Counterparty Rating Requirement or that has furnished a guarantee
of the obligations under this Agreement from a guarantor that that satisfies the
Counterparty Rating Requirement.
(i) Notice of Certain Events or Circumstances. Each party agrees, upon learning
of the occurrence or existence of any event or condition that constitutes (or
that with the giving of notice or passage of time or both would constitute) an
Event of Default or Termination Event with respect to such party, promptly to
give the other party notice of such event or condition (or, in lieu of giving
notice of such event or condition in the case of an event or condition that with
the giving of notice or passage of time or both would constitute an Event of
Default or Termination Event with respect to the party, to cause such event or
condition to cease to exist before becoming an Event of Default or Termination
Event); provided that failure to provide notice of such event or condition
pursuant to this Part 5(j) shall not constitute an Event of Default or a
Termination Event.
ISDA SCHEDULE (SUPPLEMENTAL INTEREST TRUST)
(j) Regarding Party A. Party B acknowledges and agrees that Party A has had and
will have no involvement in and, accordingly Party A accepts no responsibility
for: (i) the establishment, structure, or choice of assets of the Trust; (ii)
the selection of any person performing services for or acting on behalf of Party
B or the Trust; (iii) the selection of Party A as the Counterparty; (iv) the
terms of the Certificates; (v) the preparation of or passing on the disclosure
and other information contained in any offering circular for the Certificates,
the Pooling and Servicing Agreement, or any other agreements or documents used
by any party in connection with the marketing and sale of the Certificates; (vi)
the ongoing operations and administration of the Trust, including the furnishing
of any information to Party B which is not specifically required under this
Agreement; or (vii) any other aspect of the Trust's existence.
(k) Commodity Exchange Act. Each party represents to the other party on and as
of the date hereof and on each date on which a Transaction is entered into among
them that:
(i) such party is an "eligible contract participant" as defined in
the U.S. Commodity Exchange Act (the "CEA");
(ii) neither this Agreement nor any Transaction has been executed
or traded on a "trading facility" as such term is defined in
the CEA; and
(iii) such party is entering into each Transaction in connection
with its business or a line of business and the terms of this
Agreement and each Transaction have been individually tailored
and negotiated.
(l) Trustee Capacity. It is expressly understood and agreed by the parties
hereto that (i) this Agreement is executed and delivered by Deutsche Bank
National Trust Company, not in its individual capacity, but solely as
Supplemental Interest Trustee on behalf of the Supplemental Interest Trust
created under the Pooling and Servicing Agreement in respect of the Residential
Asset Securitization Trust 2006-A11, in the exercise of the powers and authority
conferred upon and vested in it thereunder, (ii) each of the representations,
warranties, covenants, undertakings and agreements herein made on the part of
Party B has not been made or intended as a representation, warranty, covenant,
undertaking or agreement by Deutsche Bank National Trust Company, in its
individual capacity, but is made and intended for the purpose of binding only
the assets of the Trust available therefor in accordance with the terms of the
Pooling and Servicing Agreement, (iii) nothing herein contained shall be
construed as creating any liability on Deutsche Bank National Trust Company, in
its individual capacity, 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 shall Deutsche Bank National Trust
Company, in its individual capacity, be liable for the payment of any
indebtedness or expenses of Party B or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by Party
B under this Agreement or any other related document, as to all of which
recourse shall be had solely to the assets of the Trust in accordance with the
terms of the Pooling and Servicing Agreement.
(m) Trust Administrator. Deutsche Bank National Trust Company, as Trust
Administrator, will, pursuant to the Pooling and Servicing Agreement, administer
to, hold, and receive and make all payments under, this Agreement on behalf of
Party B and the Trustee. A copy of all notices or other communications sent
pursuant to this Agreement shall be sent to the Trust Administrator.
(n) Compliance with Regulation AB.
(i) If (A) Party A or any Counterparty Guarantor has failed to
deliver any information, report, or accountants' consent when
and as required under Section 2 of the Item 1115 Agreement,
which continues unremedied for the lesser of ten calendar days
after the date on which such information, report, or
accountants' consent was required to be delivered or such
period in which the applicable Exchange Act Report (as defined
in the Item 1115 Agreement) for which such information is
required can be timely filed (without taking into account any
extensions permitted to be filed), or
ISDA SCHEDULE (SUPPLEMENTAL INTEREST TRUST)
(B) there occurs any breach by the Counterparty or any
Counterparty Guarantor, of any representation or warranty
pursuant to Section 3 of the Item 1115 Agreement then Party A
shall, at its own cost, within the period in which the
applicable Exchange Act Report for which such information is
required can be timely filed:
(a) cause another entity (which satisfies the
Counterparty Rating Requirement) to replace Party A
as party hereto and that such entity (i) has signed
an agreement with IndyMac Bank and the Depositor (as
defined in the Item 1115 Agreement) substantially in
the form of the Item 1115 Agreement, (ii) has agreed
to deliver any information, report, certification or
accountants' consent when and as required under
Section 2 of the Item 1115 Agreement and (iii) is
approved by the Depositor (which approval shall not
be unreasonably withheld) and any rating agency, if
applicable, on terms substantially similar hereto, or
(b) obtain a guaranty of Party A's obligations under this
Agreement from an affiliate of Party A that (i) has
signed an agreement with IndyMac Bank and the
Depositor (as defined in the Item 1115 Agreement)
substantially in the form of the Item 1115 Agreement,
(ii) has agreed to deliver any information, report,
certification or accountants' consent when and as
required under Section 2 of the Item 1115 Agreement
and (iii) is approved by the Depositor (which
approval shall not be unreasonably withheld) and any
rating agency, if applicable, on terms substantially
similar hereto.
(iv) (ii) In the event that Party A or Party B has found a
replacement entity in accordance with Part 5(o)(i) above,
Party A shall promptly reimburse Party B for all reasonable
incidental expenses incurred by Party B, as such are incurred,
in connection with the termination of Party A as counterparty
and the entry into a new Derivative Agreement (as defined in
the Item 1115 Agreement). The provisions of this paragraph
shall not limit whatever rights Party B may have under other
provisions of the Item 1115 Agreement or otherwise, whether in
equity or at law, such as an action for damages, specific
performance or injunctive relief.
ISDA SCHEDULE (SUPPLEMENTAL INTEREST TRUST)
IN WITNESS WHEREOF, the parties have executed this Schedule by their duly
authorized representatives as of the date of the Agreement.
CREDIT SUISSE INTERNATIONAL, DEUTSCHE BANK NATIONAL TRUST
COMPANY, NOT IN ITS INDIVIDUAL
CAPACITY, BUT SOLELY AS
SUPPLEMENTAL INTEREST TRUSTEE ON
BEHALF OF THE SUPPLEMENTAL INTEREST
TRUST CREATED UNDER THE POOLING AND
SERVICING AGREEMENT IN RESPECT OF
THE RESIDENTIAL ASSET
SECURITIZATION TRUST 2006-A11
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory Title: Associate
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory Title: Vice President
ISDA SCHEDULE (SUPPLEMENTAL INTEREST TRUST)
Elections and Variables
to the ISDA Credit Support Annex
dated as of August 29, 2006
between
Credit Suisse International, and Deutsche Bank National Trust
an unlimited company incorporated Company, not in its individual
under the laws of England and Wales capacity, but solely as
("Party A") Supplemental Interest Trustee on
behalf of the Supplemental Interest
Trust created under the Pooling and
Servicing Agreement in respect of
the Residential Asset
Securitization Trust 2006-A11
("Party B")
Paragraph 13.
(a) Security Interest for "Obligations".
The term "Obligations" as used in this Annex includes the following
additional obligations:
With respect to Party A: None.
With respect to Party B: None.
(b) Credit Support Obligations.
(i) Delivery Amount, Return Amount and Credit Support Amount.
(A) "Delivery Amount" has the meaning specified in Paragraph 3(a).
(B) "Return Amount" has the meaning specified in Paragraph 3(b).
(C) "Credit Support Amount" has the meaning specified in Paragraph 3.
(ii) Eligible Collateral. On any date, the following items will qualify as
"Eligible Collateral" for each party:
Valuation
Percentage
(A) Cash 100%
(B) negotiable debt obligations issued after 18 July 1984 by the U.S. 100%
Treasury Department having a residual on such date of less than 1
year
(C) negotiable debt obligations issued after 18 July 1984 by the U.S. 97%
Treasury Department having a residual maturity on such date equal to
or greater than 1 year but less than 5 years
(D) negotiable debt obligations issued after 18 July 1984 by the U.S. 95%
Treasury Department having a residual maturity on such date equal to
or greater than 5 years but less than 10 years
(E) (1) Agency Securities having a remaining stated maturity of up to 93%
ten years from the Valuation Date. "Agency Securities" means
unsecured, unsubordinated negotiable debt obligations issued by the
Federal National Mortgage Association, the Government National
Mortgage Association, the Federal Home Loan Mortgage Corporation, or
the Federal Home Loan Banks, but excluding Interest-only and
principal-only securities.
(2) Agency Securities having a remaining stated maturity of greater
than ten years, but not more than 30 years, from the Valuation Date.
92%
(F) In respect of a party, such other assets as the other party may from Such percentage as shall, from time to time,
time to time specify in writing as qualifying as Eligible Collateral be specified by the other party as applying
for the purpose of this Annex (provided that any such assets shall to such Eligible Collateral.
cease to qualify as Eligible Collateral if such other party
subsequently specifies in writing that they shall no longer qualify
as Eligible Collateral). For the avoidance of doubt there are no
other assets which, as of the date of this Annex, qualify as
Eligible Collateral for either party.
(iii) Other Eligible Support. With respect to a party, such Other Eligible
Support as the other party may from time to time specify in writing as
qualifying as "Other Eligible Support" and for the avoidance of doubt
there are no items which qualify as Other Eligible Support for either
party as of the date of this Annex.
(iv) Thresholds.
(A) "Independent Amount" means with respect to Party A and Party
B: Zero.
(B) "Threshold" means with respect to Party A: Infinity; provided,
if Party A's long-term credit rating falls below A (or its
equivalent) from all three of the Rating Agencies (as defined
in the Schedule), then the Threshold with respect to Party A
shall be zero.
"Threshold" means with respect to Party B: Infinity
(C) "Minimum Transfer Amount" means with respect to Party
A:$250,000.
"Minimum Transfer Amount" means with respect to Party
B:$250,000.
(D) Rounding. The Delivery Amount and the Return Amount will be
rounded up and down respectively to the nearest integral
multiple of $10,000.
(c) Valuation and Timing.
(i) "Valuation Agent" means, for purposes of Paragraphs 3 and 5, the party
making the demand under Paragraph 3; for the purposes of Paragraph
4(d)(ii), the Secured Party receiving the Substitute Credit Support; and,
for purposes of Paragraph 6(d), the Secured Party receiving or deemed to
receive the Distributions or the Interest Amount, as applicable provided
that where there has occurred and is continuing an Event of Default,
Potential Event of Default or Specified Condition in respect of such party
it shall not be a Valuation Agent and the other party shall be the
Valuation Agent.
(ii) "Valuation Date" means the first day of each calendar week that is a
Local Business Day which, if treated as a Valuation Date, would result in
a Delivery Amount or Return Amount; or such other Local Business Day that
either party may elect to designate a Valuation Date by notice to the
Valuation Agent.
(iii) "Valuation Time" means the close of business in the city of the
Valuation Agent on the Local Business Day before the Valuation Date or
date of calculation, as applicable, provided that the calculations of
Value and Exposure will be made as of approximately the same time on the
same date.
(iv) "Notification Time" means 4:00 p.m., London time, on a Local Business
Day.
(d) Conditions Precedent and Secured Party's Rights and Remedies.
(i) Subject to Paragraphs 13(d)(ii) and 13(d)(iii), for the purposes of
this Annex the following events will each be a "Specified Condition" for
the party specified (that party being the Affected Party if the event
occurs with respect to that party):
Party A Party B
- Illegality X X
- Credit Event Upon Merger X X
- Additional Termination Event(s):
An event which, with the giving of
notice or the passage of time, or X X
both, would constitute one or more
of the foregoing events
(ii) For the purposes of sub-Paragraphs 4(a)(ii), 8(a)(2) and 8(b), the
words "Specified Condition" shall be deleted and the words "Termination
Event" shall be substituted therefor and provided further that for the
purposes of Paragraph 8(b) the words "or been designated" shall be deleted
in their entirety;
(iii) For the purposes of sub-Paragraph 8(a)(1) the words "Specified
Condition" shall be deleted in their entirety.
(e) Substitution.
(i) "Substitution Date" has the meaning specified in Paragraph 4(d)(ii).
(ii) Consent. The Pledgor must obtain the Secured Party's prior consent
to any substitution pursuant to Paragraph 4(d) and shall give to the
Secured Party not less than two (2) Local Business Days notice
thereof specifying the items of Posted Credit Support intended for
substitution.
(iii) Return Procedure. In Paragraph 4(d)(ii) the words "not later than
the Local Business Day following" shall be deleted and replaced with
the words "as soon as practical after".
(f) Dispute Resolution.
(i) "Resolution Time" means 4:00 p.m. London time on the Local Business
Day following the date on which the notice of the dispute is given under
Paragraph 5.
(ii) Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), on any date,
the Value of Eligible Collateral and Posted Collateral will be calculated
as follows:
(A) with respect to any Cash; the amount thereof;
(B) with respect to any Eligible Collateral comprising securities; the
sum of (a)(x) the last mid-market price on such date for such
securities on the principal national securities exchange on which
such securities are listed, multiplied by the applicable Valuation
Percentage or (y) where any such securities are not listed on a
national securities exchange, the mid-market price for such
securities quoted as at the close of business on such date by any
principal market maker for such securities chosen by the Valuation
Agent, multiplied by the applicable Valuation Percentage or (z) if no
such bid price is listed or quoted for such date, the last mid-market
price listed or quoted (as the case may be), as of the day next
preceding such date on which such prices were available; multiplied
by the applicable Valuation Percentage; plus (b) the accrued interest
on such securities (except to the extent that such interest shall
have been paid to the Pledgor pursuant to Paragraph 6(d)(ii) or
included in the applicable price referred to in subparagraph (a)
above) as of such date; and
(C) with respect to any Eligible Collateral other than Cash and
securities; the fair market value of such Eligible Collateral on
such date, as determined in any reasonable manner chosen by the
Valuation Agent, multiplied by the applicable Valuation Percentage.
(iii) Alternative. The provisions of Paragraph 5 will apply provided that
the obligation of the appropriate party to deliver the undisputed amount
to the other party will not arise prior to the time that would otherwise
have applied to the Transfer pursuant to, or deemed made, under Paragraph
3 if no dispute had arisen.
(g) Holding and Using Posted Collateral.
(i) Eligibility to Hold Posted Collateral; Custodians:
Party A: Not applicable
Party B or its Custodian will be entitled to hold Posted Collateral
pursuant to Paragraph 6(b); provided that
(1) whichever of Party B or its Custodian that is holding
Posted Collateral, shall at all times have a long term
debt or deposit rating of at least A from Standard &
Poor's Ratings Services, a division of ▇▇▇▇▇▇-▇▇▇▇ Inc.
and at least A2 from ▇▇▇▇▇'▇ Investors Service, Inc. (or
their respective successors) and have net capital in
excess of US$500 million;
(2) the Custodian for Party B shall first be approved by
Party A and shall be an account holder in the U.S.
Federal Reserve System; and
(3) Party B is not a Defaulting Party.
(ii) Use of Posted Collateral. The provisions of Paragraph 6(c)
will not apply to Party B. Therefore, Party B will not have
any of the rights specified in Paragraph 6(c)(i) and 6(c)(ii).
(h) Distributions and Interest Amount.
(i) Interest Rate. The "Interest Rate" will be, the effective rate for
Federal Funds, as published on Telerate Page 118, provided that if, for
any reason, Telerate Page 118 should be unavailable the Interest Rate
shall be such rate as the Secured Party shall reasonably determine.
(ii) Transfer of Interest Amount. The Transfer of the Interest Amount will
be made on the second Local Business Day following the end of each
calendar month, to the extent that a Delivery Amount would not be created
or increased by that transfer in which event such Interest Amount will be
retained by the Secured Party, and on any Local Business Day on which all
Posted Collateral in the form of Cash is Transferred to the Pledgor
pursuant to Paragraph 3(b).
(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii)
will apply and for the purposes of calculating the Interest Amount the
amount of interest calculated for each day of the Interest Period shall be
compounded daily.
(i) Additional Representation(s). There are no additional representations by
either party.
(j) Other Eligible Support and Other Posted Support.
(i) "Value" with respect to Other Eligible Support and Other Posted
Support shall have such meaning as the parties shall agree in writing from
time to time.
(ii) "Transfer" with respect to Other Eligible Support and Other Posted
Support shall have such meaning as the parties shall agree in writing from
time to time.
(k) Demands and Notices. All demands, specifications and notices under this
Annex will be made pursuant to the Addresses for Notices Section of this
Agreement, save that any demand, specification or notice:
(i) shall be given to or made at the following addresses:
If to Party A:
Address: One ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇.
Telephone:▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
Facsimile:44 20 7883 7987
Attention:Collateral Management Unit
or at such other address as the relevant party may from time to time
designate by giving notice (in accordance with the terms of this
paragraph) to the other party;
(ii) shall (unless otherwise stated in this Annex) be deemed to be
effective at the time such notice is actually received unless such notice
is received on a day which is not a Local Business Day or after the
Notification Time on any Local Business Day in which event such notice
shall be deemed to be effective on the next succeeding Local Business Day.
(l) Address for Transfers.
Party A: To be notified to Party B by Party A at the time of the request
for the Transfer.
Party B:
Address: Deutsche Bank National Trust Company
▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇,
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Telephone:▇▇▇ ▇▇▇ ▇▇▇▇
Facsimile:▇▇▇ ▇▇▇ ▇▇▇▇
Attention:Trust Administration IN0611
(m) Other Provisions.
(i) Additional Definitions. As used in this Annex:
"Equivalent Collateral" means, with respect to any security
constituting Posted Collateral, a security of the same issuer and,
as applicable, representing or having the same class, series,
maturity, interest rate, principal amount or liquidation value and
such other provisions as are necessary for that security and the
security constituting Posted Collateral to be treated as equivalent
in the market for such securities;
"Local Business Day" means: (i) any day on which commercial banks
are open for business (including dealings in foreign exchange and
foreign currency deposits) in London, and (ii) in relation to a
Transfer of Eligible Collateral, a day on which the clearance system
agreed between the parties for the delivery of Eligible Collateral
is open for acceptance and execution of settlement instructions (or
in the case of a Transfer of Cash or other Eligible Collateral for
which
delivery is contemplated by other means, a day on which commercial
banks are open for business (including dealings for foreign exchange
and foreign deposits) in New York and such other places as the
parties shall agree);
(ii) Transfer Timing
(a) Paragraph 4(b) shall be deleted and replaced in its entirety
by the following paragraph:
"Subject to Paragraphs 4(a) and 5 and unless otherwise
specified, if a demand for the Transfer of Eligible Credit
Support or Posted Credit Support is made by the Notification
Time, then the relevant Transfer will be made not later than
the close of business on the second Local Business Day
thereafter; if a demand is made after the Notification Time
then the relevant Transfer will be made not later than the
close of business on the third Local Business Day thereafter."
(b) Paragraph 6(d)(1) shall be amended so that the reference
therein to "the following Local Business Day" shall be
replaced by reference to "the second Local Business Day
thereafter".
(iii) Events of Default
Paragraph 7 shall be amended so that the references in Paragraph
7(i), Paragraph 7(ii) and Paragraph 7(iii) to "two Local Business
Days", "five Local Business Days" and "thirty days" respectively,
shall instead be replaced by "one Local Business Day", "three Local
Business Days" and "ten Local Business Days" respectively.
(iv) Holding Collateral
The Secured Party shall cause any Custodian appointed hereunder to
open and maintain a segregated account and to hold, record and
identify all the Posted Collateral in such segregated account and,
subject to Paragraph 8(a), such Posted Collateral shall at all times
be and remain the property of the Pledgor and shall at no time
constitute the property of, or be commingled with the property of,
the Secured Party or the Custodian.
IN WITNESS WHEREOF, the parties have executed this document on the
respective dates specified below with effect from the date specified on the
first page of this document.
CREDIT SUISSE INTERNATIONAL, DEUTSCHE BANK NATIONAL TRUST
COMPANY, NOT IN ITS INDIVIDUAL
CAPACITY, BUT SOLELY AS
SUPPLEMENTAL INTEREST TRUSTEE ON
BEHALF OF THE SUPPLEMENTAL INTEREST
TRUST CREATED UNDER THE POOLING AND
SERVICING AGREEMENT IN RESPECT OF
THE RESIDENTIAL ASSET
SECURITIZATION TRUST 2006-A11
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory Title: Associate
Date: Date:
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory Title: Vice President
Date: Date: