EX-99.6 7 efc6-2714_5981955ex996.txt EXHIBIT 99.6 ------------ The Class 1-A3B Cap Contract LEHMAN BROTHERS Transaction Date: 31 October, 2006 To: IndyMac INDX Grantor Trust 2006-AR14 1-A3B c/o Deutsche Bank National Trust Company 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Trust Administration; IN06AE Facsimile: (714) 656-2626 From: Lehman Brothers Special Financing Inc. Mandy Lee - Confirmations Group Facsimile: (+1) 646-885-9551 (United States of America) Telephone: 212-526-9257 Ref. Numbers: Effort ID: N1108783 / Global Deal ID: 2725009 -------------------------------------------------------------------------------- Dear Sir or Madam: The purpose of this communication is to set forth the terms and conditions of the interest rate transaction that has been entered into on the Trade Date referred to below (the "Transaction"), between Lehman Brothers Special Financing Inc. ("Party A") and Deutsche Bank National Trust Company, solely in its capacity as grantor trustee (the "Grantor Trustee") of the supplemental interest trust (the "Supplemental Interest Trust") created under the PSA (as defined herein) for IndyMac INDX Mortgage Loan Trust 2006-AR14, on behalf of IndyMac INDX Grantor Trust 2006-AR14 1-A3B, a grantor trust (the "Grantor Trust" or "Party B"). This communication constitutes a "Confirmation" as referred to in the ISDA Form specified below. This Confirmation is subject to and incorporates the terms of the 1992 version of the preprinted multicurrency cross-border form of Master Agreement (the "ISDA Form") published by the International Swaps and Derivatives Association, Inc. ("ISDA"), but without regard to any modifications or elections that the parties may be entitled to make pursuant to a Schedule except as provided in the Additional Provisions paragraph herein. All provisions contained in, or incorporated by reference to, the ISDA Form shall govern this Confirmation except as expressly modified below. In addition, this Confirmation shall itself evidence a complete and binding agreement between you and us as to the terms and conditions of the Transaction to which this Confirmation relates. Party A and Party B each represents that entering into the Transaction is authorized and does not violate any laws of its jurisdiction of organization or residence or the terms of any agreement to which it is a party and that, upon due execution and delivery of this Confirmation, it will constitute a legally valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable principles of bankruptcy and creditors' rights generally and to equitable principles of general application. LEHMAN BROTHERS SPECIAL FINANCING INC. LEHMAN BROTHERS INC. 745 SEVENTH AVENUE, NEW YORK NY 10019 The definitions and provisions contained in the 2000 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. (the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and the terms of this Confirmation, this Confirmation will govern. For the purpose of the Definitions, references herein to a "Transaction" shall be deemed to be references to a "Swap Transaction". Capitalized terms used herein not otherwise defined are given their meaning in the Prospectus Supplement dated as of October 30, 2006 for the IndyMac INDX Mortgage Loan Trust 2006-AR14 (the "Prospectus Supplement"). The terms of the particular Transaction to which this communication relates are as follows:
General Terms: Trade Date: 27 October, 2006 Effective Date: 31 October, 2006 Termination Date: The earlier of (i) the Distribution Date following the date on which the Current Class Certificate Balance of the underlying Class 1-A3BU Certificates from the IndyMac INDX Mortgage Loan Trust 2006-AR14 (the "Underlying Class 1-A3BU Certificates") is reduced to zero, or (ii) 25 November, 2046. Class Certificate Balance: As reported on Bloomberg Financial Services, Inc. ("Bloomberg") for INDX 2006-AR14 for the Underlying Class 1-ABU, by entering Cusip 45668G AV 4, , type "pdi4", . If Bloomberg fails to publish the Class Certificate Balance of the Underlying Class 1-A3BU Certificates for any Calculation Period, the Class Certificate Balance of the Underlying Class 1-A3BU Certificates shall be provided by the Grantor Trustee to the Calculation Agent pursuant to the Pooling and Servicing Agreement dated as of 01 October, 2006 among Deutsche Bank National Trust Company, as grantor trustee, corridor trustee and supplemental interest trustee, IndyMac F.S.B., as seller and servicer, and IndyMac MBS, Inc., as depositor (the "PSA"). Notional Amount: USD 20,000,000 for the initial Calculation Period, and for each Calculation Period thereafter, the Current Class Certificate Balance of the Underlying Class 1-A3BU Certificates. Floating Amounts I: Floating Amount I Payer: Party B Floating Amount I Payer Payment Dates: The 25th calendar day of each month, from and including 25 November, 2006 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. Effort ID: N1108783 / Global Deal ID: 2725009 Page 2 of 6 Floating Amount I: The sum of (i) from interest payments on the Underlying Class 1-A3BU Certificates, accrued and unpaid interest on the related Cap Deferred Interest Amount and (ii) to the extent of principal payments on the underlying Class 1-A3BU Certificates, the related Cap Deferred Interest Amount. Floating Rate Day Count Fraction: Actual/360 Reset Dates: The first day of each Calculation Period Floating Amounts II: Floating Amount II Payer: Party A Floating Amount II Payer Period End The 25th calendar day of each month, from and Dates: including 25 November, 2006 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. Early Payment: One (1) Business Day preceding each Floating Rate Payer Period End Date. Floating Amount II: The amount, if any, of Net Deferred Interest allocated to the Underlying Class 1-A3BU Certificates. Floating Rate Day Count Fraction: Actual/360 Reset Dates: The first day of each Calculation Period Business Days: New York Miscellaneous: Calculation Agent: Party A Office: For the purposes of this Transaction, Party A is not a Multibranch Party, and Party B is not a Multibranch Party. Transfer: Notwithstanding Section 7 of the ISDA Form, Party A may assign its rights and obligations under this Transaction, in whole and not in part, to any Affiliate of Holdings effective upon delivery to Party B of the guarantee by Holdings, in favor of Party B, of the obligations of such Affiliate. Governing Law: The laws of the State of New York (without reference to choice of law doctrine). Termination Currency: USD
Effort ID: N1108783 / Global Deal ID: 2725009 Page 3 of 6 Additional Provisions: 1. Payments on Early Termination. For the purpose of Section 6(e) of the ISDA Form, Loss and the Second Method will apply. 2. Representations. Section 3 of the ISDA Form is hereby amended by adding the following additional subsections: (a) No Agency. It is entering into this Transaction as principal (and not as agent or in any other capacity, fiduciary or otherwise). (b) Eligible Contract Participant. It is an "eligible contract participant" as defined in the Commodity Futures Modernization Act of 2000. (c) No Reliance. In connection with the negotiation, entering into and execution of this Transaction, Party B acknowledges and agrees that: (i) Party A is acting for its own account and not as a fiduciary for, or financial or investment advisor to, Party B (or in any similar capacity) regardless of whether Party A provides Party B with market information or its views; (ii) Party B is not relying upon any communications (whether written or oral) from Party A as investment advice or as a recommendation to enter into this Transaction (other than the representations expressly set forth in the ISDA Form), it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction; (iii) Party B has not received from Party A any assurance or guarantee as to the expected results of this Transaction and understands the risks of the Transaction; (iv) Party B has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors to the extent it has deemed necessary, and it has made its own independent investment, hedging, and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by Party A; and (v) Party B has determined based upon its own judgment and upon any advice received from its own professional advisors as it has deemed necessary to consult that entering into the Transaction is appropriate for such party in light of its financial capabilities and objectives. (d) Material Amendment. Party B represents that it will not enter into any amendments or other modification to the Prospectus Supplement or the PSA that would reasonably be expected to have an adverse effect on Party A without at least ten (10) Business Days' prior notice to Party A and the prior written consent of Party A. If Party B does enter into any such an amendment or modification without the prior written consent of Party A, it shall be an Additional Termination Event with respect to Party B. 3. Netting of Payments. Subparagraph (ii) of Section 2(c) of the ISDA Form will not apply to any Transaction between the parties hereto. Effort ID: N1108783 / Global Deal ID: 2725009 Page 4 of 6 4. Waiver of Trial By Jury. Insofar as is permitted by law, each party irrevocably waives any and all rights to trial by jury in any legal proceeding in connection with this Transaction, and acknowledges that this waiver is a material inducement to the other party's entering into this Transaction hereunder. 5. Compliance with Regulation AB. Party A and Party B agree that the terms of the Item 1115 Agreement dated as of May 24, 2006 (the "Regulation AB Agreement"), among IndyMac Bank, F.S.B., IndyMac MBS, Inc., IndyMac ABS and Party A shall be incorporated by reference into this Confirmation 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. 6. Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Confirmation is executed and delivered by Deutsche Bank National Trust Company ("Deutsche Bank"), not individually or personally but solely as the Grantor 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 Grantor 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 Grantor 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 Confirmation 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 Grantor Trust under this Confirmation. 7. Section 5(a)(vii)(2) of the ISDA Form will not apply to Party B. 8. Credit Support Document: With respect to Party A, the Guarantee of Lehman Brothers Holdings Inc. Credit Support Provider: With respect to Party A, Lehman Brothers Holdings Inc. Account for Payment to Party A in USD: JPMorgan Chase Bank, New York ABA # 021000021 A/C of Lehman Brothers Special Financing Inc. A/C # 066-143543 Account for Payment to Party B in USD: Deutsche Bank Trust Company Americas ABA# 021001033 Account# 01419663 Account Name: NYLTD Funds Control/Stars West Ref: IndyMac INDX 2006-AR14 1-A3B Cap Effort ID: N1108783 / Global Deal ID: 2725009 Page 5 of 6 Please confirm your agreement with the foregoing by executing this Confirmation and returning such Confirmation, in its entirety, to us at facsimile number 646-885-9551 (United States of America), Attention: Documentation. Yours sincerely, Accepted and agreed to: Lehman Brothers Special Financing Inc. The Supplemental Interest Trust for IndyMac INDX Mortgage Loan Trust 2006-AR14 on behalf of IndyMac INDX Grantor Trust 2006-AR14 1-A3B By: Deutsche Bank National Trust Company not in its individual capacity but solely as Grantor Trustee By: /s/ Anatoly Kozlov --------------------------------- Name: Anatoly Kozlov By: /s/ Jennifer Hermansader ------------------------------- ---------------------------------- Title: Authorized Signatory Name: Jennifer Hermansader ------------------------------ -------------------------------- Title: Associate ------------------------------- Effort ID: N1108783 / Global Deal ID: 2725009 Page 6 of 6