EXHIBIT 4.2 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • February 24th, 2006 • Indymac MBS Inc • Asset-backed securities • Delaware
MORTGAGE PASS-THROUGH CERTIFICATES Series 20__-[ ]Pooling and Servicing Agreement • February 24th, 2006 • Indymac MBS Inc • Asset-backed securities • New York
496,786,000 INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED NOTES, SERIES 2006-H3 INDYMAC MBS, INC. (DEPOSITOR)Underwriting Agreement • October 13th, 2006 • Indymac MBS Inc • Asset-backed securities • New York
DepositorPooling and Servicing Agreement • March 20th, 2000 • Indymac MBS Inc • Mortgage bankers & loan correspondents • New York
GRAPHIC OMITTED] COMPUTATIONAL MATERIALS Merrill Lynch INDX 2005-AR23 -------------------------------------------------------------------------------Indymac MBS Inc • October 3rd, 2005 • Asset-backed securities
Between INDYMAC BANK, F.S.B., Seller and INDYMAC MBS, INC., PurchaserMortgage Loan Purchase Agreement • October 13th, 2006 • Indymac MBS Inc • Asset-backed securities • New York
INDYMAC MBS, INC. (Depositor) INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES 2006-H3 (Trust) andSale and Servicing Agreement • October 13th, 2006 • Indymac MBS Inc • Asset-backed securities • New York
between INDYMAC MBS, INC., as Depositor,Trust Agreement • October 13th, 2006 • Indymac MBS Inc • Asset-backed securities • Delaware
INDENTURE Between INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES 2006-H3, Issuer andIndenture • October 13th, 2006 • Indymac MBS Inc • Asset-backed securities • New York
Exhibit 1.1 IndyMac MBS, INC. Mortgage Pass-Through Certificates, Series [ ] [IndyMac INDX Mortgage Loan Trust] [Residential Asset Securitization Trust] [ ] UNDERWRITING AGREEMENTUnderwriting Agreement • February 24th, 2006 • Indymac MBS Inc • Asset-backed securities • New York
RESIDENTIAL ASSET SECURITIZATION TRUST Series 2003-A3 MORTGAGE PASS-THROUGH CERTIFICATES Series 2003-CPooling and Servicing Agreement • May 14th, 2003 • Indymac MBS Inc • Asset-backed securities • New York
INDENTURE amongIndenture • February 24th, 2006 • Indymac MBS Inc • Asset-backed securities • New York
December 17, 2004 Standard & Poor's, UBS Securities LLC a division of The McGraw-Hill 1285 Avenue of the Americas, 11th Floor Companies, Inc. New York, New York 10019 55 Water Street New York, New York 10041-0003 Moody's Investors Service, Inc....Indymac MBS Inc • December 17th, 2004 • Asset-backed securities
Standard & Poor's, Credit Suisse First Boston Corporation a division of The McGraw-Hill Companies, Inc. Eleven Madison Avenue 55 Water Street New York, NY 10010 New York, NY 10041-0003 Moody's Investors Service, Inc. Lehman Brothers Inc. 99 Church...Pooling and Servicing Agreement • August 29th, 2002 • Indymac MBS Inc • Mortgage bankers & loan correspondents
Class II-A-1, Class II-X-A-1 and Class A-R Certificates (the "Publicly Offered Senior Certificates"), the Class B-1, Class B-2 and Class B-3 Certificates (the "Publicly Offered Subordinate Certificates" and, together with the Publicly Offered Senior Certificates, the "Publicly Offered Certificates") and the Class B-4, Class B-5 and Class B-6 Certificates (the "Non-Publicly Offered Certificates" and, together with the Publicly Offered Certificates, the "Certificates"). A trust (the "Trust") is being formed and the Certificates are being issued pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2002 (the "Pooling and Servicing Agreement"), among the Depositor, as depositor, IndyMac Bank, as seller and master servicer, and the Trustee. A "Mortgage Loan" means a conventional adjustable-rate mortgage loan secured by a first lien on a one-to four-family residential property sold on the Closing Date pursuant to the Pooling and Servicing Agreement. Capitalized terms not other
EXHIBIT 1.1 INDYMAC MBS, INC. Mortgage Pass-Through Certificates UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 1999 • Indymac MBS Inc • New York
between INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES 2006-H3, as IssuerAdministration Agreement • October 13th, 2006 • Indymac MBS Inc • Asset-backed securities • New York
INDEMNIFICATION AND CONTRIBUTION AGREEMENTIndemnification and Contribution Agreement • February 24th, 2006 • Indymac MBS Inc • Asset-backed securities • New York
XL CAPITAL ASSURANCE INC., as Insurer,Insurance and Indemnity Agreement • October 13th, 2006 • Indymac MBS Inc • Asset-backed securities • New York
Deutsche Bank National Trust Company 1761 East St. Andrew Place Santa Ana, California 92705-4934 Re: IndyMac MBS, Inc. Residential Asset Securitization Trust, Series 2003-A12 Mortgage-Pass Through Certificates, Series 2003-L...Pooling and Servicing Agreement • September 26th, 2003 • Indymac MBS Inc • Asset-backed securities
May 6, 2005 Standard & Poor's, UBS Securities LLC a division of The McGraw-Hill 1285 Avenue of the Americas, 11th Floor Companies, Inc. New York, New York 10019 55 Water Street New York, New York 10041-0003 Moody's Investors Service, Inc. IndyMac...Indymac MBS Inc • May 6th, 2005 • Asset-backed securities
Standard & Poor's, UBS Securities LLC a division of The McGraw-Hill Companies, Inc. 1285 Avenue of the Americas, 11th Floor 55 Water Street New York, New York 10019 New York, New York 10041-0003 Fitch, Inc. Deutsche Bank National Trust Company One...Indymac MBS Inc • October 28th, 2004 • Asset-backed securities
AMENDED AND RESTATED TRUST AGREEMENT between INDYMAC MBS, INC., as Depositor, WILMINGTON TRUST COMPANY, as Owner Trustee and DEUTSCHE BANK NATIONAL TRUST COMPANY as Administrator Dated as of June 27, 2006 INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED...Trust Agreement • July 12th, 2006 • Indymac MBS Inc • Asset-backed securities • Delaware
NEITHER THIS CLASS L CERTIFICATE, NOR ANY BENEFICIAL INTEREST IN THIS CLASS L CERTIFICATE, MAY BE TRANSFERRED, SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS PRIOR TO SUCH DISPOSITION, THE PROPOSED TRANSFEREE DELIVERS TO THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR AN AFFIDAVIT STATING (A) THAT THE PROPOSED TRANSFEREE IS NOT A “DISQUALIFIED ORGANIZATION” WITHIN THE MEANING OF SECTION 860E(E)(5) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND IS NOT PURCHASING THE CLASS L CERTIFICATE ON BEHALF OF A DISQUALIFIED ORGANIZATION AND (B) THAT NO PURPOSE OF SUCH TRANSFER IS TO AVOID OR IMPEDE THE ASSESSMENT OR COLLECTION OF TAX.
SALE AND SERVICING AGREEMENT Dated as of June 19, 2006 among INDYMAC BANK, F.S.B. (Seller and Servicer) INDYMAC MBS, INC. (Depositor) INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES 2006-H2 (Trust) and DEUTSCHE BANK NATIONAL TRUST COMPANY...Sale and Servicing Agreement • July 12th, 2006 • Indymac MBS Inc • Asset-backed securities • New York
This Sale and Servicing Agreement (the “Agreement”) is entered into effective as of June 19, 2006, among INDYMAC BANK, F.S.B., a federal savings bank, as seller (in such capacity, the “Seller”), and as servicer (in such capacity, the “Servicer”), INDYMAC MBS, INC., a Delaware corporation, as the depositor (the “Depositor”), INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES 2006-H2, a Delaware statutory trust (the “Trust”), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as Indenture Trustee on behalf of the Class A Noteholders (in such capacity, the “Indenture Trustee”).
INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES 2006-H2 $486,654,000 INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED NOTES, SERIES 2006-H2 INDYMAC MBS, INC. (DEPOSITOR) INDYMAC BANK, F.S.B. (SPONSOR/SELLER) UNDERWRITING AGREEMENT June 26, 2006Underwriting Agreement • July 12th, 2006 • Indymac MBS Inc • Asset-backed securities • New York
IndyMac Securities Corporation (“IndyMac”) as an Underwriter (a “Underwriter”) named herein 155 N. Lake Avenue, 6th Floor Pasadena, California 91101
ADMINISTRATION AGREEMENT between INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES 2006-H2, as Issuer DEUTSCHE BANK NATIONAL TRUST COMPANY, as Administrator WILMINGTON TRUST COMPANY, as Owner Trustee and INDYMAC MBS, INC., as Depositor...Administration Agreement • July 12th, 2006 • Indymac MBS Inc • Asset-backed securities • New York
This Administration Agreement (the “Agreement”) is entered into as of June 27, 2006, among INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES 2006-H2, a Delaware statutory trust (the “Issuer”), DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, not in its individual capacity but solely as administrator (the “Administrator”), WILMINGTON TRUST COMPANY, not in its individual capacity but solely as owner trustee of the Issuer (the “Owner Trustee”), and INDYMAC MBS, INC., as depositor (the “Depositor”).
INDENTURE Between INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES 2006-H2, Issuer and DEUTSCHE BANK NATIONAL TRUST COMPANY, Indenture Trustee Dated as of June 19, 2006Indenture • July 12th, 2006 • Indymac MBS Inc • Asset-backed securities • New York
AMBAC ASSURANCE CORPORATION as Insurer, INDYMAC MBS, INC. as Depositor, INDYMAC BANK, F.S.B. as Sponsor, Seller and Servicer, INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES 2006-H2 as Issuing Entity, and DEUTSCHE BANK NATIONAL TRUST...Insurance and Indemnity Agreement • July 12th, 2006 • Indymac MBS Inc • Asset-backed securities • New York
INSURANCE AND INDEMNITY AGREEMENT (as may be amended, modified or supplemented from time to time, this “Insurance Agreement”), dated as of June 27, 2006, by and among AMBAC ASSURANCE CORPORATION, as Insurer, INDYMAC MBS, INC., as Depositor, INDYMAC BANK, F.S.B., as Sponsor, Seller and Servicer, INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES 2006-H2, as Issuing Entity and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee.
