EX-99.2 3 efc6-2497_ex992.txt Exhibit 99.2 SWISS RE FINANCIAL PRODUCTS CORPORATION 55 East 52nd Street New York, New York 10055 Fax: (917) 322-7201/Phone: (212) 407-7322 DATE: September 28, 2006 TO: Deutsche Bank National Trust Company, not in its individual capacity, but solely as Trustee under IndyMac INDX Mortgage Loan Trust 2006-FLX1 ("Party B") 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Trust Administration; IN06F1 TEL: (714) 247-6282 FAX: (714) 247-6285 EMAIL: marion.c.hogan@db.com FROM: Swiss Re Financial Products Corporation ("Party A") RE: CORRIDOR TRANSACTION - LIBOR Certificates Our Reference Number: 1065182 Dear Sir or Madam: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Deutsche Bank National Trust Company, not in its individual capacity, but solely as Trustee under IndyMac INDX Mortgage Loan Trust 2006-FLX1 and Swiss Re Financial Products Corporation (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" and the definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions") as published by the International Swaps and Derivatives Association, Inc., ("ISDA") are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. This Confirmation will be governed by and subject to the terms and conditions which would be applicable if, prior to the Trade Date, the parties had executed and delivered an ISDA Master Agreement (Multicurrency-Cross Border), in the form published by ISDA in 1992 (the "Master Agreement"), with the attached Schedule B as the Schedule to the Master Agreement and the modifications provided below (collectively, the "Agreement"). In the event of any inconsistency between the provisions of the Master Agreement and this Confirmation and the attached Schedule B, this Confirmation will govern. Other capitalized terms used herein (but not otherwise defined) shall have the meaning specified in that certain Pooling and Servicing Agreement, dated as of September 1, 2006 (the "Pooling and Servicing Agreement"), among IndyMac MBS, Inc., as depositor, IndyMac Bank, F.S.B., as seller and servicer, and Deutsche Bank National Trust Company, as trustee. In this Confirmation "Party A" means Swiss Re Financial Products Corporation and "Party B" means Deutsche Bank National Trust Company, not in its individual capacity, but solely as Trustee under IndyMac INDX Mortgage Loan Trust 2006-FLX1. SRFP Cap Confirmation 1 Ref No.: 1065182 1. This Confirmation evidences a complete binding agreement between the parties as to the terms of the Transaction to which this Confirmation relates. In addition, each party represents to the other party and will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction): (i) Principal. In the case of Party A, and Party B it is acting as principal and not as agent when entering into the Transaction. (ii) Non-Reliance. In the case of both parties, it is acting for its own account, it has made its own independent decisions to enter into the Transaction and as to whether the 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 the Transaction; it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the 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. (iii) 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 the Agreement and the Transaction. It is also capable of assuming, and assumes, the financial and other risks of the Agreement and the Transaction. (iv) Status of Parties. The other party is not acting as an agent, fiduciary or advisor for it in respect of that Transaction 2. The terms of the particular Transaction to which this Confirmation relates are as follows:
Notional Amount: With respect to any Calculation Period, the lesser of (i) the amount set forth on the attached Amortization Schedule, Schedule A and (ii) the aggregate Class Certificate Balance of the LIBOR Certificates immediately prior to the related Distribution Date (as each such term is defined in the Pooling and Servicing Agreement). Trade Date: August 31, 2006 Effective Date: October 25, 2006 Termination Date: July 25, 2013, subject to adjustment in accordance with the Following Business Day Convention. SRFP Cap Confirmation 2 Ref No.: 1065182 Fixed Amounts: Fixed Rate Payer: Party B Fixed Rate Payer Payment Date: September 28, 2006 Fixed Amount: USD 1,080,000.00 Floating Amounts: Floating Rate Payer: Party A Cap Rate: See attached Amortization Schedule, Schedule A Floating Rate Payer Period End Dates: The 25th day of each month, subject to adjustment in accordance with the Following Business Day Convention. Floating Rate Payer Payment Dates: Two (2) Business Days prior to each Floating Rate Payer Period End Date, commencing on November 22, 2006 Floating Rate Option: USD-LIBOR-BBA; provided, however, that if the Floating Rate determined from such Floating Rate Option for any Calculation Period is greater than 10.00% then the Floating Rate for such Calculation Period shall be deemed to be 10.00% Designated Maturity: One month Spread: None Floating Rate Day Count Fraction: Actual/360 Reset Dates: The first day of each Calculation Period. Compounding: Inapplicable Business Days for payment: New York and Santa Ana Calculation Agent: Party A; provided, however, that if an Event of Default occurs with respect to Party A, then Party B shall be entitled to appoint a financial institution which would qualify as a Reference Market-Maker to act as Calculation Agent (such financial institution subject to Party A's consent). SRFP Cap Confirmation 3 Ref No.: 1065182 3. Recording of Conversations Each party (i) consents to the recording of the telephone conversations of trading and marketing personnel of the parties, (ii) agrees to obtain any necessary consent of, and give notice of such recording to, such personnel of it, and (iii) agrees that recordings may be submitted in evidence in any proceedings relating to this Agreement or any potential Transaction. 4. Account Details: Account for payments to Party A: JPMorgan Chase Bank SWIFT: CHASUS33 Account of: Swiss Re Financial Products Account No.: 066-911184 ABA# 021000021 Account for payments to Party B: Deutsche Bank Trust Co-Americas New York, NY 10006 ABA 021-001-033 Account 01419663 Name NYLTD Funds Control-Stars West Re: IndyMac INDX Mortgage Loan Trust 2006-FLX1 5. Offices: The Office of Party A for this Transaction is: New York, NY The Office of Party B for this Transaction: Santa Ana, CA
SRFP Cap Confirmation 4 Ref No.: 1065182 6. This Agreement 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. Please promptly confirm that the foregoing correctly sets forth the terms of the Transaction entered into between us by executing this Confirmation and returning it to us by facsimile to: Swiss Re Financial Products Corporation Attention: Derivatives Documentation Fax: (917) 322-7201 Phone: (212) 407-7322
Swiss Re Financial Products Accepted and confirmed as of the date Corporation first written: IndyMac INDX Mortgage Loan Trust 2006-FLX1 By: Deutsche Bank National Trust Company, solely as Trustee for IndyMac INDX Mortgage Loan Trust 2006-FLX1 By: /s/ Shaun Lynch By: /s/ Marion Hogan ---------------------------------------------------- --------------------------------------------------------- Name: Shaun Lynch Name: Marion Hogan ---------------------------------------------------- ---------------------------------------------- Title: Authorized Signatory Title: Associate ---------------------------------------------------- ----------------------------------------------
SRFP Cap Confirmation 5 Ref No.: 1065182 Schedule A to the Confirmation dated as September 28, 2006 Re: Reference Number: 1065182 Between Deutsche Bank National Trust Company, not in its individual capacity, but solely as Trustee under Swiss Re Financial Products Corporation and IndyMac INDX Mortgage Loan Trust 2006-FLX1. Amortization Schedule, subject to adjustment in accordance with the Following Business Day Convention
--------------------------- ------------------------- --------------------------- ----------------- From and including To but excluding Notional Amount (USD) Cap Rate (%) --------------------------- ------------------------- --------------------------- ----------------- October 25, 2006 November 25 2006 337,950,956.00 6.820932 --------------------------- ------------------------- --------------------------- ----------------- November 25, 2006 December 25 2006 335,735,068.00 7.050460 --------------------------- ------------------------- --------------------------- ----------------- December 25, 2006 January 25, 2007 333,536,539.00 6.822970 --------------------------- ------------------------- --------------------------- ----------------- January 25, 2007 February 25 2007 331,355,225.00 6.822920 --------------------------- ------------------------- --------------------------- ----------------- February 25, 2007 March 25 2007 329,190,979.00 7.553890 --------------------------- ------------------------- --------------------------- ----------------- March 25, 2007 April 25, 2007 327,043,659.00 6.822820 --------------------------- ------------------------- --------------------------- ----------------- April 25, 2007 May 25, 2007 324,913,121.00 7.050200 --------------------------- ------------------------- --------------------------- ----------------- May 25, 2007 June 25, 2007 322,799,225.00 6.822720 --------------------------- ------------------------- --------------------------- ----------------- June 25, 2007 July 25, 2007 320,701,829.00 7.050090 --------------------------- ------------------------- --------------------------- ----------------- July 25, 2007 August 25 2007 318,620,797.00 6.822620 --------------------------- ------------------------- --------------------------- ----------------- August 25, 2007 September 25, 2007 316,555,989.00 6.822560 --------------------------- ------------------------- --------------------------- ----------------- September 25, 2007 October 25, 2007 312,076,907.00 7.104830 --------------------------- ------------------------- --------------------------- ----------------- October 25, 2007 November 25, 2007 307,663,854.00 6.875590 --------------------------- ------------------------- --------------------------- ----------------- November 25, 2007 December 25, 2007 303,315,825.00 7.104730 --------------------------- ------------------------- --------------------------- ----------------- December 25, 2007 January 25, 2008 299,031,829.00 6.875490 --------------------------- ------------------------- --------------------------- ----------------- January 25, 2008 February 25, 2008 294,810,892.00 6.875440 --------------------------- ------------------------- --------------------------- ----------------- February 25, 2008 March 25, 2008 290,652,056.00 7.349550 --------------------------- ------------------------- --------------------------- ----------------- March 25, 2008 April 25, 2008 286,554,376.00 6.875330 --------------------------- ------------------------- --------------------------- ----------------- April 25, 2008 May 25 2008 282,516,922.00 7.104460 --------------------------- ------------------------- --------------------------- ----------------- May 25, 2008 June 25, 2008 278,538,780.00 6.875230 --------------------------- ------------------------- --------------------------- ----------------- June 25, 2008 July 25, 2008 274,619,049.00 7.104350 --------------------------- ------------------------- --------------------------- ----------------- July 25, 2008 August 25, 2008 270,756,841.00 6.875120 --------------------------- ------------------------- --------------------------- ----------------- August 25, 2008 September 25, 2008 266,951,285.00 6.875070 --------------------------- ------------------------- --------------------------- ----------------- September 25, 2008 October 25 2008 263,201,521.00 7.104190 --------------------------- ------------------------- --------------------------- ----------------- October 25, 2008 November 25, 2008 259,506,703.00 6.874970 --------------------------- ------------------------- --------------------------- ----------------- November 25, 2008 December 25 2008 255,865,997.00 6.654970 --------------------------- ------------------------- --------------------------- ----------------- December 25, 2008 January 25 2009 252,278,585.00 6.874860 --------------------------- ------------------------- --------------------------- ----------------- January 25, 2009 February 25, 2009 248,743,659.00 6.654860 --------------------------- ------------------------- --------------------------- ----------------- February 25, 2009 March 25, 2009 245,260,425.00 6.654810 --------------------------- ------------------------- --------------------------- ----------------- March 25, 2009 April 25 2009 241,828,099.00 6.874710 --------------------------- ------------------------- --------------------------- ----------------- April 25, 2009 May 25 2009 238,445,913.00 6.654710 --------------------------- ------------------------- --------------------------- ----------------- May 25, 2009 June 25, 2009 235,113,108.00 6.874600 --------------------------- ------------------------- --------------------------- ----------------- June 25, 2009 July 25 2009 231,810,979.00 6.654600 --------------------------- ------------------------- --------------------------- ----------------- July 25, 2009 August 25, 2009 228,557,228.00 6.875000 --------------------------- ------------------------- --------------------------- ----------------- August 25, 2009 September 25, 2009 221,342,418.00 6.655000 --------------------------- ------------------------- --------------------------- ----------------- September 25, 2009 October 25 2009 203,035,614.00 6.656150 --------------------------- ------------------------- --------------------------- ----------------- October 25, 2009 November 25, 2009 200,186,845.00 6.865610 --------------------------- ------------------------- --------------------------- ----------------- November 25, 2009 December 25 2009 197,356,271.00 6.827310 --------------------------- ------------------------- --------------------------- ----------------- December 25, 2009 January 25, 2010 194,559,332.00 6.866550 --------------------------- ------------------------- --------------------------- ----------------- January 25, 2010 February 25, 2010 191,573,544.00 6.827420 --------------------------- ------------------------- --------------------------- ----------------- February 25, 2010 March 25, 2010 188,550,317.00 6.834700 SRFP Cap Confirmation 6 Ref No.: 1065182 --------------------------- ------------------------- --------------------------- ----------------- March 25, 2010 April 25 2010 185,565,433.00 6.878070 --------------------------- ------------------------- --------------------------- ----------------- April 25, 2010 May 25, 2010 182,627,010.00 6.837580 --------------------------- ------------------------- --------------------------- ----------------- May 25, 2010 June 25, 2010 179,717,222.00 6.878800 --------------------------- ------------------------- --------------------------- ----------------- June 25, 2010 July 25 2010 176,839,851.00 6.838080 --------------------------- ------------------------- --------------------------- ----------------- July 25, 2010 August 25, 2010 174,008,939.00 6.879320 --------------------------- ------------------------- --------------------------- ----------------- August 25, 2010 September 25 2010 171,163,218.00 6.838420 --------------------------- ------------------------- --------------------------- ----------------- September 25, 2010 October 25, 2010 168,364,084.00 6.840610 --------------------------- ------------------------- --------------------------- ----------------- October 25, 2010 November 25, 2010 165,602,646.00 6.882050 --------------------------- ------------------------- --------------------------- ----------------- November 25, 2010 December 25, 2010 162,886,501.00 7.010510 --------------------------- ------------------------- --------------------------- ----------------- December 25, 2010 January 25, 2011 160,214,904.00 6.882050 --------------------------- ------------------------- --------------------------- ----------------- January 25, 2011 February 25, 2011 157,587,126.00 6.882050 --------------------------- ------------------------- --------------------------- ----------------- February 25, 2011 March 25, 2011 155,002,448.00 6.978000 --------------------------- ------------------------- --------------------------- ----------------- March 25, 2011 April 25, 2011 152,460,162.00 6.882050 --------------------------- ------------------------- --------------------------- ----------------- April 25, 2011 May 25, 2011 149,959,574.00 6.826000 --------------------------- ------------------------- --------------------------- ----------------- May 25, 2011 June 25, 2011 147,500,000.00 6.744000 --------------------------- ------------------------- --------------------------- ----------------- June 25, 2011 July 25, 2011 145,080,766.00 6.660000 --------------------------- ------------------------- --------------------------- ----------------- July 25, 2011 August 25, 2011 142,701,212.00 6.571000 --------------------------- ------------------------- --------------------------- ----------------- August 25, 2011 September 25, 2011 140,360,686.00 6.479000 --------------------------- ------------------------- --------------------------- ----------------- September 25, 2011 October 25, 2011 82,734,716.00 6.423000 --------------------------- ------------------------- --------------------------- ----------------- October 25, 2011 November 25, 2011 79,501,945.00 6.417000 --------------------------- ------------------------- --------------------------- ----------------- November 25, 2011 December 25, 2011 76,398,672.00 6.410000 --------------------------- ------------------------- --------------------------- ----------------- December 25, 2011 January 25, 2012 73,411,153.00 6.402000 --------------------------- ------------------------- --------------------------- ----------------- January 25, 2012 February 25, 2012 70,535,249.00 6.394000 --------------------------- ------------------------- --------------------------- ----------------- February 25, 2012 March 25, 2012 67,757,094.00 6.384000 --------------------------- ------------------------- --------------------------- ----------------- March 25, 2012 April 25, 2012 65,083,046.00 6.374000 --------------------------- ------------------------- --------------------------- ----------------- April 25, 2012 May 25, 2012 62,504,426.00 6.363000 --------------------------- ------------------------- --------------------------- ----------------- May 25, 2012 June 25, 2012 60,007,144.00 6.351000 --------------------------- ------------------------- --------------------------- ----------------- June 25, 2012 July 25, 2012 57,615,600.00 6.339000 --------------------------- ------------------------- --------------------------- ----------------- July 25, 2012 August 25, 2012 55,307,949.00 6.325000 --------------------------- ------------------------- --------------------------- ----------------- August 25, 2012 September 25, 2012 53,090,013.00 6.315000 --------------------------- ------------------------- --------------------------- ----------------- September 25, 2012 October 25, 2012 50,951,402.00 6.300000 --------------------------- ------------------------- --------------------------- ----------------- October 25, 2012 November 25, 2012 48,836,967.00 6.969970 --------------------------- ------------------------- --------------------------- ----------------- November 25, 2012 December 25, 2012 27,747,721.00 7.202300 --------------------------- ------------------------- --------------------------- ----------------- December 25, 2012 January 25, 2013 27,090,422.00 6.969970 --------------------------- ------------------------- --------------------------- ----------------- January 25, 2013 February 25, 2013 26,448,692.00 6.969970 --------------------------- ------------------------- --------------------------- ----------------- February 25, 2013 March 25, 2013 25,822,164.00 7.716750 --------------------------- ------------------------- --------------------------- ----------------- March 25, 2013 April 25, 2013 25,210,478.00 6.969970 --------------------------- ------------------------- --------------------------- ----------------- April 25, 2013 May 25, 2013 24,613,282.00 7.202300 --------------------------- ------------------------- --------------------------- ----------------- May 25, 2013 June 25, 2013 24,030,232.00 6.969970 --------------------------- ------------------------- --------------------------- ----------------- June 25, 2013 July 25, 2013 23,460,993.00 7.202300 --------------------------- ------------------------- --------------------------- -----------------
SRFP Cap Confirmation 7 Ref No.: 1065182 Schedule B to the Confirmation dated as of September 28, 2006 Re: Reference Number: 1065182 Between Swiss Re Financial Products Corporation ("Party A") and Deutsche Bank National Trust Company, not in its individual capacity, but solely as Trustee under IndyMac INDX Mortgage Loan Trust 2006-FLX1 ("Party B) Part 1. Termination Provisions. (a) "Specified Entity" means in relation to Party A for the purpose of the Agreement: Section 5(a)(v): None. Section 5(a)(vi): None. Section 5(a)(vii): None. Section 5(b)(iv): None. and in relation to Party B for the purpose of the Agreement: Section 5(a)(v): None. Section 5(a)(vi): None. Section 5(a)(vii): None. Section 5(b)(iv): None. (b) "Specified Transaction" will have the meaning specified in Section 14 of the Agreement. (c) The "Breach of Agreement" provisions of Section 5(a)(ii) of the Agreement will be inapplicable to Party A or to Party B. (d) The "Credit Support Default" provisions of Section 5(a)(iii) of the Agreement will be inapplicable to Party A, unless Party A has obtained a guarantee or posted collateral following a Ratings Event, and will be inapplicable to Party B. (e) The "Misrepresentation" provisions of Section 5(a)(iv) of the Agreement will be inapplicable to Party A or to Party B. (f) The "Default Under Specified Transaction" provisions of Section 5(a)(v) of the Agreement will be inapplicable to Party A and Party B. (g) The "Cross Default" provisions of Section 5(a)(vi) of the Agreement will be inapplicable to Party A and Party B. (h) The "Bankruptcy" provision of Section 5(a)(vii)(2) of the Agreement will be inapplicable to Party B. (i) The "Tax Event Upon Merger" provisions of 5(b)(2) of the Agreement will be inapplicable to Party B. (j) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the Agreement will be inapplicable to Party A and Party B. SRFP Cap Confirmation 8 Ref No.: 1065182 (k) The "Automatic Early Termination" provision of Section 6(a) of the Agreement will be inapplicable to Party A and Party B (l) Payments on Early Termination. For the purpose of Section 6(e) of the Agreement: (i) Market Quotation will apply; and (ii) The Second Method will apply. (m) "Termination Currency" means United States Dollars. (n) "Additional Termination Event" will not apply, except as provided in Part 5(l) hereof or any confirmation. Part 2. Tax Representations. Payer Representations. For the purpose of Section 3(e) of the Agreement, Party A will make the following representation and Party B will not 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 Section 2(e), 6(d)(ii) or 6(e) of the 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 representations made by the other party pursuant to Section 3(f) of the Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the 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 the Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the 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 the Agreement by reason of material prejudice to its legal or commercial position. Payee Representations. For the purpose of Section 3(f) of the Agreement, Party A makes the following representation: (i) Party A represents that it is a corporation organized under the laws of the State of Delaware. Part 3. Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Party A and Party B agree to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:
----------------------------- ---------------------------------------------------------- -------------------------------- Party Required to Deliver Form/Document/Certificate Date by Which Document to be Delivered ----------------------------- ---------------------------------------------------------- -------------------------------- Party A Any form or document required or reasonably requested to Promptly upon reasonable allow the other party to make payments under the Demand by the other party. Agreement without any deduction or withholding for or on account of any Tax, or with such deduction or withholding at a reduced rate. ----------------------------- ---------------------------------------------------------- --------------------------------
SRFP Cap Confirmation 9 Ref No.: 1065182 (b) Other documents to be delivered and covered by the Section 3(d) representation are:--
---------------------------- --------------------------------- ---------------------------- ------------------------- Party required to deliver Form/Document/or Certificate Date by which to be Covered by Section 3(d) delivered representation ---------------------------- --------------------------------- ---------------------------- ------------------------- Party A Certified copy of the Board of Concurrently with the Yes Directors resolution (or execution and delivery of equivalent authorizing the Confirmation. documentation) which sets forth the authority of each signatory to the Confirmation signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. ---------------------------- --------------------------------- ---------------------------- ------------------------- Party A and Party B Incumbency Certificate (or, if Concurrently with the Yes available the current execution and delivery of authorized signature book or the Confirmation unless equivalent authorizing previously delivered and documentation) specifying the still in full force and names, titles, authority and effect. specimen signatures of the persons authorized to execute the Confirmation which sets forth the specimen signatures of each signatory to the Confirmation signing on its behalf. ---------------------------- --------------------------------- ---------------------------- ------------------------- Party A The Guaranty of Swiss Concurrently with the No Reinsurance Company ("Swiss execution and delivery of Re"), dated as of the date the Confirmation. hereof, issued by Swiss Re as Party A's Credit Support Provider (in the form annexed hereto as Exhibit A). ---------------------------- --------------------------------- ---------------------------- ------------------------- Party B The Pooling and Servicing Concurrently with the No Agreement. execution and delivery of the Confirmation. ---------------------------- --------------------------------- ---------------------------- -------------------------
SRFP Cap Confirmation 10 Ref No.: 1065182 Part 4. Miscellaneous. (a) Addresses for Notices. For the purposes of Section 12(a) of the Agreement: Addresses for notices or communications to Party A and to Party B shall be those set forth on the first page of the Confirmation. (b) Process Agent. For the purpose of Section 13(c) of the Agreement: Party A appoints as its Process Agent: None. Party B appoints as its Process Agent: None. (c) Offices. With respect to Party A, the provisions of Section 10(a) of the Agreement will apply. (d) Multibranch Party. For the purpose of Section 10(c) of the Agreement: Party A is not a Multibranch Party. Party B is not a Multibranch Party. (e) Credit Support Document. Details of any Credit Support Document: Guaranty of Swiss Re dated as of the date hereof in the form annexed hereto as Exhibit A. (f) Credit Support Provider. Credit Support Provider means in relation to Party A: Swiss Re. Credit Support Provider means in relation to Party B: None. (g) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York (without reference to conflicts of law provisions thereof). (h) Netting of Payments. Subparagraph (ii) of Section 2(c) of the Agreement will apply to the Transaction evidenced by the Confirmation. (i) "Affiliate" will have the meaning specified in Section 14 of the Agreement. (j) Jurisdiction. Section 13(b) of the Agreement is hereby amended by: (i) deleting in the second line of subparagraph (i) thereof the word "non-": and (ii) deleting the final paragraph thereof. Part 5. Other Provisions. (a) Modifications to the Agreement. Section 3(a) of the Agreement shall be amended to include the following additional representations after paragraph 3(a)(v): (vi) Eligible Contract Participant etc. It is an "eligible contract participant" as defined in Section 1a(12) of the U.S. Commodity Exchange Act (7 U.S.C. 1a), as amended by the Commodity Futures Modernization Act of 2000 and the Transaction evidenced hereby has been the subject of individual negotiations and is intended to be exempt from, or otherwise not subject to regulation thereunder. SRFP Cap Confirmation 11 Ref No.: 1065182 (b) Waiver of Right to Trial by Jury. Each party hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or any Transaction hereunder. (c) Absence of Litigation. In Section 3(c) of the Agreement the words "or any of its Affiliates" shall be deleted. (d) Tax Event. In Section 5(b)(ii)(y) of the Agreement the words ", or there is a substantial likelihood that it will," shall be deleted. (e) Fully-paid Party Protected. Notwithstanding the terms of Sections 5 and 6 of the Agreement, if Party B has satisfied its payment obligations under Section 2(a)(i) of the Agreement, then unless Party A is required pursuant to appropriate proceedings to return to Party B or otherwise returns to Party B upon demand of Party B any portion of such payment, the occurrence of an event described in Section 5(a) of the Agreement with respect to Party B with respect to this Transaction shall not constitute an Event of Default or Potential Event of Default with respect to Party B as the Defaulting Party. For purposes of the Transaction to which this Confirmation relates, Party B's only payment obligation under Section 2(a)(i) of the Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment Date. (f) Trustee Capacity. It is expressly understood and agreed by the parties hereto that (a) this letter 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 are made on the part of Party B 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 Party B, (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 Party B under this letter agreement. (g) Proceedings. Party A shall not institute against or cause any other person to institute against, or join any other person in instituting against, IndyMac INDX Mortgage Loan Trust 2006-FLX1, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy, dissolution or similar law, for a period of one year and one day following indefeasible payment in full of the IndyMac INDX Mortgage Loan Trust 2006-FLX1, LIBOR Certificates (the "Securities"). (h) Set-off. SRFP Cap Confirmation 12 Ref No.: 1065182 The provisions for Set-off set forth in Section 6(e) of the Agreement shall not apply for purposes of this Transaction. (i) Section 1(c) For purposes of Section 1(c) of the Agreement, this Transaction shall be the sole Transaction under the Agreement. (j) [Reserved] (k) Rating Agency Downgrade If a Ratings Event (as defined below) occurs with respect to Party A (or any applicable credit support provider), then Party A shall at its own expense, (i) assign this Transaction hereunder to a third party within (30) days of such Ratings Event that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or (ii) deliver collateral, in an amount which will satisfy the then current rating agency criteria, and an executed ISDA Credit Support Annex within (30) days of such Ratings Event and subject to Standard and Poors, a division of The McGraw-Hill Companies, Inc. ("S&P") and Moody's Investors Service, Inc. ("Moody's") written confirmation that delivery of such collateral in the context of such downgrade will not result in a withdrawal, qualification or downgrade of the then current ratings assigned to the Securities. For avoidance of doubt, a downgrade of the rating on the Securities could occur in the event that Party A does not post sufficient collateral. For purposes of this Transaction, a "Ratings Event" shall occur with respect to Party A (or any applicable credit support provider), if its short-term unsecured and unsubordinated debt ceases to be rated at least "A-1" by S&P and at least "P-1" by Moody's (including in connection with a merger, consolidation or other similar transaction by Party A or any applicable credit support provider) such ratings being referred to herein as the "Approved Ratings Thresholds," (unless, within 30 days thereafter, each of S&P and Moody's has reconfirmed the ratings of the Securities, as applicable, which was in effect immediately prior thereto). (l) Additional Termination Event Additional Termination Event will apply if a Ratings Event has occurred and Party A has not, within 30 days, complied with clause (k) above, 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. (m) Amendment to ISDA Form. The "Failure to Pay or Deliver" provision in Section 5(a)(i) of the Agreement is hereby amended by deleting the word "third" in the third line thereof and inserting the word "first" in place thereof. (n) Compliance with Regulation AB. Party A and Party B agree that the terms of the Item 1115 Agreement dated as of August 30, 2006 (the "Regulation AB Agreement"), among IndyMac Bank, F.S.B., IndyMac MBS, Inc., IndyMac ABS, Inc. and Swiss Re Financial Products Corporation 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. (o) 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. SRFP Cap Confirmation 14 Ref No.: 1065182 Exhibit A --------- GUARANTY -------- To: Deutsche Bank National Trust Company, not in its individual capacity, but solely as Trustee under IndyMac INDX Mortgage Loan Trust 2006-FLX1 (LIBOR Certificates)(the "Rated Securities") pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2006, among IndyMac Bank, F.S.B., as Seller and Master Servicer, IndyMac MBS, Inc., as Depositor and the Trustee (the "Pooling and Servicing Agreement"). 1. The undersigned, SWISS REINSURANCE COMPANY, a Swiss company (the "Guarantor"), hereby absolutely and unconditionally guarantees the prompt payment as and when due of all obligations of its indirect, wholly-owned subsidiary SWISS RE FINANCIAL PRODUCTS CORPORATION, a Delaware corporation ("THE GUARANTEED SUBSIDIARY") under, in connection with or ancillary to a long form confirmation (Reference number 1065182) dated as of September 28, 2006 between the Beneficiary and THE GUARANTEED SUBSIDIARY as amended or restated from time to time (the "Agreements") which support the issuance of the Rated Securities. In this Guarantee these obligations are referred to as the "Guaranteed Obligations". This Guarantee is given solely for the benefit of, and is enforceable only by, the Beneficiary or any trustee as assignee of the Beneficiary to which this Guarantee has been validly assigned in accordance with applicable law and who is acting as trustee for the investors in the Rated Securities. 2. This Guarantee constitutes a Guarantee of payment and not of collection and is not conditional or contingent upon any attempts to collect from, or pursue or exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY. A demand for payment hereunder may at the Beneficiary's option be made in writing addressed to the Chief Financial Officer of the Guarantor. This Guarantee is not however dependent in any way on the manner of the demand for payment. Delay in making a claim will not affect the Guarantor's obligations under this Guarantee unless the relevant legal limitation period has expired. 3. This Guarantee constitutes, and is intended by the Guarantor to constitute, an unlimited non-accessory undertaking (,,unbeschrankte, nicht akzessorische Verpflichtung") within the meaning of Article 111 of the Swiss Code of Obligations (,CO`) and is not a mere surety (,,Burgschaft") within the meaning of Article 492 et seq of the CO. 4. Notwithstanding any reference to the obligations of THE GUARANTEED SUBSIDIARY, the Guarantor's obligations under this Guarantee are its absolute and independent obligations as a primary obligor. Payment of a claim hereunder is required as soon as the Guaranteed Obligations are due and payable. 5. To the extent that any event or circumstance would give rise to any legal or equitable discharge, defence or other rights of the Guarantor under this Guarantee, but which event or circumstance would not give rise to any discharge, defence or other rights of THE GUARANTEED SUBSIDIARY under the Agreements, the Guarantor hereby fully waives, subject to paragraph 7 below, such discharge, defence, or other rights and the Guarantor's liability hereunder shall continue as if such event or circumstance had not arisen. 6. The Guarantor further agrees, subject to paragraph 7 below, that to the extent that any event or circumstance gives rise to any legal or equitable discharge, defence or other rights available to both the Guarantor under the Guarantee and THE GUARANTEED SUBSIDIARY under the Agreements, the Guarantor hereby agrees to waive such discharge, defense or other rights against the Beneficiary, until such time as all the Guaranteed Obligations in relation to the same event or circumstance have been fully met as required to protect investors in the Rated Securities. 7. Notwithstanding any other provision of this Guarantee, the Guarantor will have the right, prior to making any payment under this Guarantee, to (a) assert such rights of offset as are set forth in the Agreements to the extent that such rights relate to amounts due and payable by the Beneficiary to THE SRFP Cap Confirmation 15 Ref No.: 1065182 GUARANTEED SUBSIDIARY and not to amounts which are subject to dispute; and (b) defend manifestly fraudulent claims under this Guarantee made by the Beneficiary. 8. This Guarantee will continue in full force and effect in relation to all Guaranteed Obligations until all the Guaranteed Obligations have been satisfied in full. For the avoidance of doubt, all Guaranteed Obligations entered into by THE GUARANTEED SUBSIDIARY during the term of this Guarantee shall be honoured in accordance with this Guarantee and shall be binding on the Guarantor and its successors and assigns. This Guarantee may be amended only as necessary to reflect changes to the Guaranteed Obligations which are validly agreed to by the Beneficiary (or the trustee as assignee of the Beneficiary) in accordance with the terms of the Rated Securities, including any requirement to obtain the consent of some or all of the investors in the Rated Securities. 9. If any payment by THE GUARANTEED SUBSIDIARY is avoided, recaptured or reduced as a result of insolvency or any similar event affecting creditors rights generally having occurred in respect of THE GUARANTEED SUBSIDIARY, the Guarantor's liability under this Guarantee shall continue as if the avoided, recaptured or reduced payment had not occurred. 10. Upon payment by the Guarantor to the Beneficiary of any amount due under this Guarantee, the Guarantor shall be entitled to require the assignment to it of the rights of the Beneficiary against THE GUARANTEED SUBSIDIARY to the extent satisfied by such payment, and the Beneficiary will take at the Guarantor's expense such steps as the Guarantor may reasonably require to implement such assignment. The Guarantor shall not exercise any rights against THE GUARANTEED SUBSIDIARY which it may acquire in consequence of such payment and assignment unless and until all the Guaranteed Obligations to the Beneficiary shall have been paid in full. 11. This Guarantee is governed and will be construed in accordance with Swiss law. The exclusive place of jurisdiction for any legal proceeding hereunder shall be Zurich, Switzerland. IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed in its name as of the 28th day of September, 2006. SWISS REINSURANCE COMPANY SRFP Cap Confirmation 16 Ref No.: 1065182