0000882377-06-003458 Sample Contracts

SUBSEQUENT TRANSFER INSTRUMENT
Subsequent Transfer Instrument • October 10th, 2006 • IndyMac MBS Home Equity Mortgage Loan Asset Backed Trust, Series INABS 2006-D • Asset-backed securities • New York

Pursuant to this Subsequent Transfer Instrument, dated September 29, 2006 (the “Instrument”), among IndyMac MBS, Inc. (the “Depositor”), IndyMac Bank, F.S.B. (the “Seller”) and Deutsche Bank National Trust Company (the “Trustee”), and pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2006 (the “Pooling and Servicing Agreement”), among the Depositor as depositor, the Seller as Servicer (in such capacity, the “Servicer”) and the Trustee as trustee and Supplemental Interest Trust Trustee of the IndyMac MBS, Inc., Home Equity Mortgage Loan Asset-Backed Certificates, Series INABS 2006-D, the Seller and Depositor agree to the sale by the Seller and the purchase by the Depositor, and the Depositor and Trustee agree to the sale by the Depositor and the purchase by the Trustee, on behalf of the Trust Fund, of the Mortgage Loans listed on the attached Schedule of Subsequent Mortgage Loans (the “Subsequent Mortgage Loans”).

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Contract
IndyMac MBS Home Equity Mortgage Loan Asset Backed Trust, Series INABS 2006-D • October 10th, 2006 • Asset-backed securities

The depositor has purchased mortgage loans from IndyMac Bank, F.S.B. (“IndyMac Bank”) pursuant to a pooling and servicing agreement, dated as of September 1, 2006, among IndyMac Bank, as seller and servicer, the depositor and the trustee, and assigned to the trustee for the benefit of holders of the certificates the mortgage loans (the “Closing Date Mortgage Loans”). Pursuant to each subsequent transfer instrument, the trust acquired subsequent mortgage loans (the “Subsequent Mortgage Loans” and together with the Closing Date Mortgage Loans, the “Mortgage Loans”) to be included in the mortgage pool. The Mortgage Loans have an aggregate principal balance as of the subsequent cut-off date of approximately $949,997,358. The Mortgage Loans included in loan group I have an aggregate principal balance equal to approximately $249,989,542 and the Mortgage Loans included in loan group II have an aggregate principal balance equal to approximately $700,007,816.

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