EXHIBIT
99.6
The
Class
1-A-3 Confirmation between the Counterparty and the Supplemental Interest
Trustee
BEAR
STEARNS
BEAR
STEARNS FINANCIAL PRODUCTS INC.
383
MADISON AVENUE
TO:
|
Deutsche
Bank National Trust Company, not in its individual capacity, but
solely as
Supplemental Interest Trustee on behalf of the Supplemental Interest
Trust
with respect to Residential Asset Securitization Trust
2007-A5
|
ATTENTION:
|
Trust
Administration IN0705
|
FROM:
|
Derivatives
Documentation
|
SUBJECT: |
Fixed
Income Derivatives Confirmation |
REFERENCE
NUMBER(S):
|
FXNEC9359
|
The
purpose of this letter
agreement is to confirm the terms and conditions of the Transaction entered
into
on the Trade Date specified below (the "Transaction") between Bear Stearns
Financial Products Inc. (“Party A”) and Deutsche Bank National Trust
Company, not in its individual capacity, but solely as Supplemental Interest
Trustee on behalf of the Supplemental Interest Trust with respect to Residential
Asset Securitization Trust 2007-A5 (“Party B”). Reference
is hereby made to the Pooling and Servicing Agreement, dated as of March
1,
2007, among IndyMac MBS, Inc., as depositor ('Depositor"), IndyMac Bank,
F.S.B., as seller and servicer ("Seller and Servicer"), and Deutsche Bank
National Trust Company, as supplemental interest trustee ("Supplemental Interest
Trustee"). This letter agreement
constitutes the sole and complete “Confirmation,” as referred to in the Master
Agreement specified below, with respect to this Transaction.
1.
|
This
Confirmation is subject to and incorporates the 2000 ISDA
Definitions (the “Definitions”), as published by the International
Swaps and Derivatives Association, Inc. (“ISDA”). This Confirmation
supplements, forms a part of and is subject to the ISDA Master
Agreement
dated as of March 29, 2007 between Party A and Party B (the agreement,
as
amended and supplemented from time to time, being referred to herein
as
the “Master Agreement”). All provisions contained in, or
incorporated by reference to, the Master Agreement shall govern
the
Transaction referenced in this Confirmation except as expressly
modified
herein. In the event of any inconsistency between this Confirmation
and
the Definitions or Master Agreement, this Confirmation shall
prevail.
|
Reference
Number: FXNEC9359
Deutsche
Bank National Trust Company, not in its individual capacity, but solely
as
Supplemental Interest Trustee on behalf of the Supplemental Interest
Trust
with respect to
Residential Asset Securitization Trust 2007-A5
Page 2 of 5
2.
|
The
terms of the particular Transaction to which this Confirmation
relates are
as follows:
|
|
Type
of Transaction: |
Rate
Cap
|
|
Notional
Amount:
|
USD
50,000,000
|
|
|
Inapplicable.
Premium has been paid under the Old
Transaction.
|
|
Floating
Rate Payer Period End
Dates:
|
The
25th
calendar day of each month during
the Term of this Transaction, commencing
April 25,
2007 and ending on the Termination Date, with No
Adjustment.
|
|
Floating
Rate Payer Payment Dates:
|
Early
Payment shall be applicable. The Floating Rate Payer
Payment Dates shall
be two Business Days preceding each Floating Rate
Payer Period End
Date.
|
|
|
USD-LIBOR-BBA,
provided, however, that if the Floating Rate determined
from such Floating
Rate Option for any Calculation Period is greater
than 7.62000% then the
Floating Rate for such Calculation Period shall
be deemed to be
7.62000%.
|
Reference
Number: FXNEC9359
Deutsche
Bank National Trust Company, not in its individual capacity, but solely
as
Supplemental Interest Trustee on behalf of the Supplemental Interest
Trust
with respect to
Residential Asset Securitization Trust
2007-A5
March
29,
2007
Page 3 of 5
|
Floating
Rate Day Count
Fraction:
|
|
|
|
The
first day of each Calculation
Period.
|
|
NEITHER
THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE
OF THE
BEAR STEARNS COMPANIES INC. OTHER THAN PARTY
A IS AN
OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS
TRANSACTION.
|
3.
|
Account Details and
Settlement Information:
|
|
ABA
Number: 021-0000-89, for the
account of
Bear,
Stearns Securities
Corp.
Account
Number: 0925-3186, for further
credit to
Bear
Stearns Financial Products
Inc.
Sub-account Number:
102-04654-1-3
Attention:
Derivatives
Department
|
Deutsche
Bank Trust Co-Americas
|
|
Name
NYLTD Funds Control-Stars West
|
Reference
Number: FXNEC9359
Deutsche
Bank National Trust Company, not in its individual capacity, but solely
as
Supplemental Interest Trustee on behalf of the Supplemental Interest
Trust
with respect to
Residential Asset Securitization Trust
2007-A5
March
29,
2007
Page 4 of 5
Non-Reliance. Each
party represents to the other party that (a) it has not received and is not
relying upon any legal, tax, regulatory, accounting or other advice (whether
written or oral) of the other party regarding this Transaction, other than
representations expressly made by that other party in this Confirmation and
in
the Master Agreement and (b) in respect of this Transaction, (i) it has the
capacity to evaluate (internally or through independent professional advice)
this Transaction and has made its own decision to enter into this Transaction
and (ii) it understands the terms, conditions and risks of this Transaction
and
is willing to assume (financially and otherwise) those risks. Party B
acknowledges that Party A has advised Party B to consult its own tax, accounting
and legal advisors in connection with this Transaction evidenced by this
Confirmation and that the Party B has done so.
This
Confirmation may be executed in several counterparts, each of which shall
be
deemed an original but all of which together shall constitute one and the
same
instrument.
Party
B hereby agrees to
check this Confirmation and to confirm that the foregoing correctly sets
forth
the terms of the Transaction by signing in the space provided below and
returning to Party A a facsimile of the fully-executed Confirmation to
212-272-9857. For inquiries regarding U.S. Transactions, please
contact Derivatives Documentation by telephone at
212-272-2711. For all
other
inquiries please contact Derivatives Documentation by
telephone at 353-1-402-6233.
Originals
will be
provided for your execution upon your request.
Reference
Number: FXNEC9359
Deutsche
Bank National Trust Company, not in its individual capacity, but solely
as
Supplemental Interest Trustee on behalf of the Supplemental Interest
Trust
with respect to
Residential Asset Securitization Trust
2007-A5
March
29,
2007
Page 5 of 5
We
are
very pleased to have executed this Transaction with you and we look forward
to
completing other transactions with you in the near future.
Very
truly yours,
BEAR
STEARNS FINANCIAL PRODUCTS INC.
Title:
Authorized
Signatory
Party
B,
acting through its duly authorized signatory, hereby agrees to, accepts and
confirms the terms of the foregoing as of the Trade Date.
DEUTSCHE
BANK NATIONAL TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
SUPPLEMENTAL INTEREST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST
WITH
RESPECT TO RESIDENTIAL ASSET SECURITIZATION TRUST 2007-A5
By: /s/
Jennifer Hermansader
Name:
Jennifer Hermansader
am