POOLING AND SERVICING AGREEMENT

TABLE OF CONTENTS

SCHEDULES

EXHIBITS

This Pooling and Servicing Agreement, dated as of September 1, 2006, among IndyMac MBS, Inc., a Delaware corporation, as depositor (the “ Depositor ”), IndyMac Bank, F.S.B. (“ IndyMac ”), a federal savings bank, as seller (in that capacity, the “ Seller ”) and as servicer (in that capacity, the “ Servicer ”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “ Trustee ”).

In consideration of the mutual agreements herein contained, the parties agree as follows:

The Depositor intends to sell pass-through certificates (collectively, the “ Certificates ”), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement.

As provided herein, the Trustee will elect to treat the pool of assets consisting of the Mortgage Loans and certain other related assets (other than the Supplemental Interest Trust, the Excess Reserve Fund Account, the Swap Agreement and the Pool Policy Account) subject to this Agreement as a REMIC for federal income tax purposes, and such pool of assets will be designated as REMIC I. The Class R-I Interest will evidence the sole class of residual interests in REMIC I for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests will be certificated.

________________

⁽¹⁾   For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations.

⁽²⁾   Calculated in accordance with the definition of “REMIC I Remittance Rate” herein.

As provided herein, the Trustee will elect to treat the pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such pool of assets will be designated as REMIC II. The Class R-II Interest will evidence the sole class of residual interests in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the REMIC II Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC II Regular Interests (as defined herein). None of the REMIC II Regular Interests will be certificated.

_______________

⁽¹⁾   For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii).

⁽²⁾   Calculated in accordance with the definition of REMIC II Remittance Rate herein.

⁽³⁾   REMIC II Regular Interest LTIO will not have an Uncertificated Balance, but will accrue interest on its Uncertificated Notional Amount, as defined herein.

As provided herein, the Trustee will elect to treat the pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such pool of assets will be designated as REMIC III. The Class R-III Interest will evidence the sole class of residual interests in REMIC III for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Class Certificate Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for the indicated Classes of Certificates. The Class IO Interest shall represent uncertificated regular interests in REMIC III.

Each of the Class A Certificates generally represents ownership of a regular interest in REMIC III and also represents (i) the right to receive payments with respect to the Net WAC Cap Carry Forward Amount and (ii) the obligation to pay the Class IO Distribution Amount (as defined herein). The entitlement to principal of each REMIC III Regular Interest ownership of which is represented by a regular interest which corresponds to each Certificate shall be equal in amount and timing to the entitlement to principal of such Certificate.

________________

⁽¹⁾   For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii).

⁽²⁾   Calculated in accordance with the definition of Pass-Through Rate herein.

⁽³⁾   The Class C Certificates will accrue interest at their variable Pass-Through Rate on the Notional Amount of the Class C Certificates outstanding from time to time, which shall equal the aggregate

     Uncertificated Balance of the REMIC II Regular Interests. The Class C Certificates will not accrue interest on their Uncertificated Balance.

⁽⁴⁾   For federal income tax purposes, the Class IO Interest will not have a Pass-Through Rate, but will be entitled to 100% of the amounts distributed on REMIC II Regular Interest LTIO.

⁽⁵⁾   For federal income tax purposes, the Class IO Interest will not have an Uncertificated Balance, but will have a notional amount equal to the Uncertificated Notional Amount of REMIC II Regular Interest

     LTIO.

Set forth below are designations of Classes of Certificates to the categories used herein:

Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations in respect of interest on the Class A Certificates shall be made on the basis of the actual number of days elapsed and a 360-day year and all calculations in respect of interest on the Class C Certificates, REMIC I Regular Interests, REMIC II Regular Interests and all other calculations of interest described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months. The Residual Certificates are not entitled to distributions in respect of interest and, accordingly, will not accrue interest.

Accrued Certificate Interest Distribution Amount : For any Distribution Date and the Class A Certificates, the amount of interest accrued during the related Interest Accrual Period at the Pass-Through Rate on the Class Certificate Balance immediately before the Distribution Date reduced by any Net Interest Shortfalls for such Distribution Date allocated to such Class pursuant to Section 4.04.

Adjusted Mortgage Rate : As to each Mortgage Loan and at any time, the per annum rate equal to (x) the Mortgage Rate less (y) the Servicing Fee Rate.

Adjusted Premium Rate : The per annum rate equal to the Premium Rate multiplied by a fraction, the numerator of which is the Class Certificate Balance of the Class A Certificates immediately prior to the related Distribution Date and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans as of the first day of the related Remittance Period, adjusted to reflect unscheduled principal payments made thereafter that were included in the Principal Distribution Amount on the immediately preceding Distribution Date.

Advance : The payment required to be made by the Servicer for any Distribution Date pursuant to Section 4.01 (other than any amounts advanced pursuant to Section 4.01(d)), the amount of that payment being equal to the aggregate of payments of principal and interest (net of the Servicing Fee and any net proceeds in the case of any REO Properties) on the Mortgage Loans that were due during the related Remittance Period and not received as of the close of business on the related Determination Date, plus an amount equivalent to interest on each REO Property less the aggregate amount of any delinquent payments that the Servicer has determined would constitute a Nonrecoverable Advance if advanced.

Affected Party : As defined in the Swap Agreement.

Affiliate : With respect to any Person, any other Person controlling, controlled or under common control with such Person. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract, or otherwise and “controlling” and “controlled” shall have meanings correlative to the foregoing. Affiliates also include any entities consolidated within the requirements of generally accepted accounting principles.

Agreement : This Pooling and Servicing Agreement and all amendments and supplements hereto.

Amount Held for Future Distribution : For any Distribution Date, the aggregate amount held in the Certificate Account at the close of business on the related Determination Date on account of (i) Principal Prepayments received after the end of the related Prepayment Period and Liquidation Proceeds and Subsequent Recoveries on the Mortgage Loans, in each case, received after the end of the preceding calendar month and (ii) all Scheduled Payments on the Mortgage Loans due after the end of the related Remittance Period.

Appraised Value : With respect to any Mortgaged Property, the value thereof as determined by an independent appraisal made at the time of the origination of the related Mortgage Loan or the sale price, if the appraisal is not available; except that, with respect to any Mortgage Loan that is a purchase money mortgage loan, the lesser of (i) the value thereof as determined by an independent appraisal made at the time of the origination of such Mortgage Loan, if any, and (ii) the sales price of the related Mortgaged Property.

Available Funds :   For any Distribution Date, the sum of (i) all scheduled installments of interest (net of the Expense Fees) and principal due on the Due Date on the Mortgage Loans in the related or any prior Remittance Period and received by the related Determination Date, together with any related Advances; (ii) all Insurance Proceeds with respect to the Mortgage Loans, including those received with respect to the Pool Policy, but excluding Insurance Proceeds included in Liquidation Proceeds, Liquidation Proceeds and Subsequent Recoveries received during the preceding calendar month with respect to the Mortgage Loans (in each case, net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and net of the related Excess Proceeds); (iii) all partial or full Principal Prepayments on the Mortgage Loans received during the related Prepayment Period together with all Compensating Interest on those Mortgage Loans and interest paid by the Mortgagors (other than Prepayment Interest Excess) and any Prepayment Charges collected on the Mortgage Loans during the related Prepayment Period or required to be paid by the Servicer in accordance with Section 3.21 hereof after the Required Pool Policy Account Deposit has been satisfied in accordance with Section 4.10 hereof and (iv) amounts received by the Trustee for such Distribution Date as the Substitution Adjustment Amount or the Purchase Price of a Deleted Mortgage Loan or a Mortgage Loan repurchased by the Seller or the Servicer as of the Distribution Date including proceeds received with respect to the termination of the Trust Fund pursuant to Section 9.01 minus (v) amounts in reimbursement for Advances previously made and other expenses reimbursable to the Servicer with respect to the Mortgage Loans pursuant to this Agreement (other than amounts included in clause (vi) below); (vi) amounts reimbursable or payable to the Servicer, Depositor or the Seller with respect to the Mortgage Loans for such Distribution Date pursuant to Section 6.03 and (vii) any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Supplemental Interest Trust Trustee and other than Swap Termination Payments resulting from a Swap Provider Trigger Event). In addition, Available Funds for any Distribution Date shall include any amounts paid to the Trustee by the Pool Insurer which represent a return of the premium paid to the Pool Insurer on the Closing Date for Covered Mortgage Loans that has been rescinded by the Pool Insurer in accordance with the Pool Policy.

Bankruptcy Code : The United States Bankruptcy Reform Act of 1978, as amended.

Book-Entry Certificates : As specified in the Preliminary Statement.

Business Day : Any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in the City of New York, New York, the State of California or the city in which the Corporate Trust Office of the Trustee is located are authorized or obligated by law or executive order to be closed.

Certificate : Any one of the Certificates issued by the Trust Fund and executed by the Trustee, in substantially the forms attached as exhibits.

Certificate Account : The separate Eligible Account or Accounts created and maintained by the Servicer pursuant to Section 3.06(d) with a depository institution in the name of the Servicer for the benefit of the Trustee on behalf of Certificateholders and designated “IndyMac Bank, F.S.B., in trust for the registered holders of Home Equity Mortgage Loan Asset-Backed Certificates, Series INDS 2006-2B.”

Certificate Balance : With respect to the Class A Certificates at any date, the maximum dollar amount of principal to which the Holder of the Certificate is then entitled, such amount being equal to the Certificate’s Denomination minus all distributions of principal previously made with respect thereto. With respect to the Class C Certificates as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Balance of the REMIC II Regular Interests over (B) the then aggregate Certificate Balance of the Class A Certificates then outstanding. The Residual Certificates have no Certificate Balance.

Certificate Insurer : Financial Guaranty Insurance Company, a New York stock insurance corporation or its successors in interest.

Certificate Insurer Default : The failure by the Certificate Insurer to make a payment required under the Policy in accordance with its terms.

Certificate Owner : With respect to a Book-Entry Certificate, the Person who is the beneficial owner of the Book-Entry Certificate. For purposes of this Agreement, in order for a Certificate Owner to enforce any of its rights under this Agreement, it shall first have to provide evidence of its beneficial ownership interest in a Certificate that is reasonably satisfactory to the Trustee, the Depositor and/or the Servicer, as applicable.

Certificate Register and Certificate Registrar : The register maintained and registrar appointed pursuant to Section 5.02.

Certificateholder or Holder : The person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Seller, the Depositor or its Affiliate shall not be eligible to vote or be considered Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect a consent has been obtained unless the Seller, the Depositor or its Affiliates own 100% of the Percentage Interests evidenced by a Class of Certificates, in which case the Certificates shall be Outstanding for purposes of any provision of this Agreement requiring the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action. The Trustee is entitled to rely conclusively on a certification of the Depositor or any Affiliate of the Depositor in determining which Certificates are registered in the name of an Affiliate of the Depositor.

Charge-off Amount : On any Distribution Date, for any Charged-Off Mortgage Loan, the Stated Principal Balance of that Mortgage Loan that has been written down.

Charged-Off Mortgage Loan : A Mortgage Loan with (i) a Stated Principal Balance that has been written down on the Servicer’s servicing system in accordance with its policies and procedures and (ii) any Mortgage Loan that is more than 180 days past due.

Class : All Certificates bearing the same class designation, as specified in the Preliminary Statement.

Class A Certificates : Any one of the Class A Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive payments with respect to the Net WAC Cap Carry Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

Class Certificate Balance : For any Class as of any date of determination, the aggregate of the Certificate Balances of all Certificates of such Class as of that date.

Class C Certificates : Any one of the Class C Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and (i) a REMIC Regular Interest in REMIC III, (ii) beneficial ownership of the Excess Reserve Fund Account and (iii) beneficial ownership of the Supplemental Interest Trust.

Class C Distributable Amount : On any Distribution Date, the amount that has accrued on the Class C Certificates but that has not been distributed on the Class C Certificates on prior Distribution Dates.

Class IO Distribution Amount : As defined in Section 4.05 hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Supplemental Interest Trust on such Distribution Date in excess of the amount payable on the Class IO Interest on such Distribution Date, all as further provided in Section 4.05 hereof.

Class IO Interest : An uncertificated interest in the Trust Fund held by the Trustee, evidencing a REMIC Regular Interest in REMIC III for purposes of the REMIC Provisions.

Class R Certificate : A certificate representing the beneficial ownership of the Class R-I Interest, the Class R-II Interest and the Class R-III Interest.

Class R-I Interest: The uncertificated residual interest in REMIC I.

Class R-II Interest: The uncertificated residual interest in REMIC II.

Class R-III Interest: The uncertificated residual interest in REMIC III.

Closing Date : September 18, 2006.

Closing Date Mortgage Loan: Each Mortgage Loan sold and assigned by the Seller to the Trust Fund on the Closing Date.

Code : The United States Internal Revenue Code of 1986, including any successor or amendatory provisions.

Collateral Value : For any Mortgage Loan, the Collateral Value of the related Mortgaged Property shall be, other than for Refinance Loans, the lesser of (i) the appraised value determined in an appraisal obtained by the originator at origination of the Mortgage Loan and (ii) the sales price for the related Mortgaged Property. In the case of a Refinance Loan, the Collateral Value of the related Mortgaged Property is its appraised value determined in an appraisal obtained at the time of refinancing.

Collection Account : The separate Eligible Account or Accounts created and maintained by the Servicer pursuant to Section 3.06(c) with a depository institution in the name of the Servicer for the benefit of the Trustee on behalf of the Certificateholders and designated “IndyMac Bank, F.S.B., in trust for the registered holders of Home Equity Mortgage Loan Asset-Backed Certificates, Series INDS 2006-2B.”

Commission . The United States Securities and Exchange Commission.

Compensating Interest : For any Distribution Date, the lesser of (i) any Prepayment Interest Shortfalls with respect to such Distribution Date and the Mortgage Loans and (ii) 0.125% multiplied by one-twelfth multiplied by the aggregate Stated Principal Balance of the Mortgage Loans , as of the first day of the related Remittance Period.

Corporate Trust Office : The designated office of the Trustee and the Supplemental Interest Trust Trustee in the State of California at which at any particular time its corporate trust business with respect to this Agreement is administered, which office at the date of the execution of this Agreement is located at 1761 East St. Andrew Place, Santa Ana, California 92705, Attn: Corporate Trust Administration IN06G2 (IndyMac MBS, Inc., Home Equity Mortgage Loan Asset-Backed Trust, Series INDS 2006-2B), facsimile no. (714) 656-2626 and which is the address to which notices to and correspondence with the Trustee or the Supplemental Interest Trust Trustee should be directed or, with respect to the Certificate Registrar, the designated office for presentment and surrender of Certificates for registration, transfer or exchange thereof located at DB Services Tennessee, 646 Grassmere Park Road, Nashville, Tennessee 37211, Attention: Transfer Unit.

Corresponding Certificate :   With respect to each REMIC II Regular Interest, as follows:

Covered Mortgage Loan : Any Mortgage Loan covered by the Pool Policy as identified on the Mortgage Loan Schedule.

Cut-off Date : September 1, 2006.

Cut-off Date Principal Balance : As to any Mortgage Loan, its Stated Principal Balance as of the close of business on the related Cut-off Date without giving effect to Principal Prepayments received after such Cut-off Date.

Debt Service Reduction : For any Mortgage Loan, a reduction by a court of competent jurisdiction, in a proceeding under the Bankruptcy Code, in the Scheduled Payment for the Mortgage Loan that became final and non-appealable, but not including a reduction (i) resulting from a Deficient Valuation or (ii) that results in a permanent forgiveness of principal.

Defaulting Party : As defined in the Swap Agreement.

Deferred Premium Release Date: The date which is three (3) Business Days immediately following the earliest of: (i) the date, if any, that the Pool Insurer delivers written notice to the Trustee (with a copy to the Certificate Insurer and the Servicer) that the Maximum Aggregate Liability (as defined in the Pool Policy) has been paid by the Pool Insurer under the terms of the Pool Policy, (ii) the date, if any, that the Pool Insurer delivers written notice to the Trustee (with a copy to the Certificate Insurer and the Servicer), that the aggregate Class Certificate Balance of the Class A Certificates exceeds the remaining deductible under the Pool Policy, (iii) the date that the Trust Fund is terminated pursuant to Article IX, and (iv) the maturity or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property. Within two (2) Business Days after the receipt of any notice referenced in clause (i) or (ii) above, the Servicer shall confirm the calculations of the amounts referenced in such clauses. To the extent that Servicer determines that (i) the Maximum Aggregate Liability (as defined in the Pool Policy) has not been paid by the Pool Insurer under the Pool Policy or (ii) that the aggregate principal balance of the Class A Certificates does not exceed the remaining deductible under the Pool Policy, as applicable to the respective notice, then the Servicer shall notify the Trustee in writing of the same and the Deferred Premium Release Date shall be deemed not to have occurred.

Deficiency Amount : With respect to any Distribution Date and the Class A Certificates, an amount, if any, equal to the sum of (1) the amount by which the Accrued Certificate Interest Distribution Amount allocable to the Class A Certificates for such Distribution Date exceeds the Interest Remittance Amount for such Distribution Date (less the Premium payable to the Certificate Insurer on such Distribution Date) and (b) any amounts paid or payable under the Swap Agreement and available to pay the Accrued Certificate Distribution Amount allocable to the Class A Certificates pursuant to Section 4.02 of this Agreement; and (2) either (a) with respect to any Distribution Date that is not the Final Distribution Date, the aggregate amount, if any, by which the Class Certificate Balance of the Class A Certificates, after distribution of Available Funds on such Distribution Date exceeds the sum of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Remittance Period; or (b) on the Final Distribution Date, the Class Certificate Balance of the Class A Certificates to the extent otherwise not distributed on such date.

Deficient Valuation : For any Mortgage Loan, a valuation by a court of competent jurisdiction of the related Mortgaged Property in an amount less than the then outstanding indebtedness under such Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any Scheduled Payment, that results in a permanent forgiveness of principal, which valuation or reduction results from an order of the court that is final and non-appealable in a proceeding under the Bankruptcy Code.

Definitive Certificates : As specified in the Preliminary Statement.

Delayed Delivery Certification : A certification substantially in the form of Exhibit G-2.

Delayed Delivery Mortgage Loans : The Closing Date Mortgage Loans identified as such on the Mortgage Loan Schedule, for which neither a related Mortgage File nor the Mortgage Note (or lost note affidavit for a lost Mortgage Note) has been delivered to the Trustee by the Closing Date.

Deleted Mortgage Loan : As defined in Section 2.03(c).

Denomination : For each Certificate, the amount appearing on the face of the Certificate as the “Initial Certificate Balance of this Certificate” or the Percentage Interest appearing on the face of the Certificate.

Depositor : IndyMac MBS, Inc., a Delaware corporation, or its successor in interest.

Depository : The initial Depository shall be The Depository Trust Company, the nominee of which is Cede & Co., as the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York.

Depository Participant : A broker, dealer, bank, or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

Determination Date : As to any Distribution Date, the 18 ^th day of each month or, if that day is not a Business Day, the next Business Day, except that if the next Business Day is less than two (2) Business Days before the related Distribution Date, then the Determination Date shall be the Business Day preceding the 18 ^th day of the month.

Distribution Account : The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.06(f) in the name of the Trustee for the benefit of the Certificateholders and designated “Deutsche Bank National Trust Company in trust for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed Certificates, Series INDS 2006-2B.” Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

Distribution Account Deposit Date : As to any Distribution Date, 12:30 p.m. (Pacific time) on the Business Day preceding the Distribution Date.

Distribution Date : The 25 ^th day of each calendar month after the initial issuance of the Certificates, or if that day is not a Business Day, the next Business Day, commencing in October 2006.

Due Date : For any Mortgage Loan and Distribution Date, the first day of the month in which the Distribution Date occurs.

Eligible Account : Any of (i) an account maintained with a federal or state chartered depository institution or trust company, the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of the holding company, but only if Moody’s is not a Rating Agency) have the highest short-term ratings of each Rating Agency at the time any amounts are held on deposit therein, or (ii) a trust account or accounts maintained with the trust department of a federal or state chartered depository institution or trust company, acting in its fiduciary capacity, or (iii) any other account acceptable to each Rating Agency without reduction or withdrawal of their then current ratings of the Certificates (without regard to the Policy), as evidenced by a letter from each Rating Agency to the Trustee. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.

ERISA : The Employee Retirement Income Security Act of 1974, as amended.

ERISA-Qualifying Underwriting : A best efforts or firm commitment underwriting or private placement that meets the requirements of an Underwriter’s Exemption.

ERISA-Restricted Certificate : As specified in the Preliminary Statement.

Escrow Account : The Eligible Account or Accounts established and maintained pursuant to Section 3.07(a).

Estimated Swap Termination Payment : As defined in the Swap Agreement.

Event of Default : As defined in Section 7.01.

Excess Proceeds : For any Liquidated Mortgage Loan, the excess of (a) all Liquidation Proceeds from the Mortgage Loan received in the calendar month in which the Mortgage Loan became a Liquidated Mortgage Loan, net of any amounts previously reimbursed to the Servicer as Nonrecoverable Advances with respect to the Mortgage Loan pursuant to Section 3.09(a)(ii), over (b) the sum of (i) the unpaid principal balance of the Liquidated Mortgage Loan as of the Due Date in the month in which the Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage Rate from the Due Date for which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the Due Date applicable to the Distribution Date following the calendar month during which the liquidation occurred.

Excess Reserve Fund Account : The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.06(d) in the name of the Trustee for the benefit of the Certificateholders and designated “Deutsche Bank National Trust Company in trust for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series INDS 2006-2B.” Funds in the Excess Reserve Fund Account shall be held in trust for the Certificateholders of the Class A Certificates for the uses and purposes set forth in this Agreement. The Excess Reserve Fund Account will not be an asset of any REMIC.

Exchange Act : The Securities Exchange Act of 1934, as amended.

Expense Adjusted Net Mortgage Rate :   For any Distribution Date and a Mortgage Loan, the per annum rate equal to the Mortgage Rate of that Mortgage Loan as of the first day of the month preceding the month in which that Distribution Date occurs minus the Expense Fee Rate.

Expense Fees : As to each Mortgage Loan, the sum of the Servicing Fee and Trustee Fee for such Mortgage Loan.

Expense Fee Rate : The sum of the Servicing Fee Rate and the Trustee Fee Rate.

FDIC : The Federal Deposit Insurance Corporation, or any successor thereto.

FHLMC : The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto..

Final Distribution Date : The Distribution Date in October 2036.

FNMA : The Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

Indirect Participant : A broker, dealer, bank, or other financial institution or other Person that clears through or maintains a custodial relationship with a Depository Participant.

Insurance Account : As defined in Section 3.31(b).

Insurance Agreement : The Insurance and Indemnity Agreement, dated as of the Closing Date, among the Certificate Insurer, the Trustee, the Servicer, the Seller and the Depositor.

Insurance Policy : For any Mortgage Loan included in the Trust Fund, any insurance policy, including all its riders and endorsements in effect, including any replacement policy or policies for any Insurance Policies.

Insurance Proceeds : Proceeds paid by an insurer pursuant to any Insurance Policy, in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses or released to the Mortgagor.

Insured Amount :   With respect to (a) any Distribution Date (1) any Deficiency Amount and (2) any Preference Amount and (b) any other date, any Preference Amount.

Insured Expenses : Expenses covered by an Insurance Policy, including the Pool Policy, or any other insurance policy with respect to the Mortgage Loans.

Interest Accrual Period : With respect to the Class A Certificates and each Distribution Date, the period commencing on the preceding Distribution Date (or in the case of the first such Interest Accrual Period, commencing on the Closing Date) and ending on the day preceding such Distribution Date. With respect to the Class C Certificates and the Class IO Interest and each Distribution Date, the calendar month prior to the month of such Distribution Date.

Interest Remittance Amount: For any Distribution Date, the portion of clauses (i) through (iv) of Available Funds that is attributable to interest minus the sum of the amounts included in clauses (v) (insofar as such amounts relate to reimbursement for advances of delinquent interest), (vi) and (vii) of Available Funds.

Late Payment Rate : With respect to the Policy, the lesser of (a) the greater of (i) the per annum rate of interest published in the Wall Street Journal from time to time as the “prime rate” plus 3%, and (ii) the then applicable highest rate of interest on the Class A Certificates and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates, as determined by the Certificate Insurer. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days.

Lender PMI Loan : Any Mortgage Loan with respect to which the related lender rather than the related borrower acquired primary mortgage guaranty insurance and charged the related borrower an interest premium.

LIBOR : For any Interest Accrual Period for the Class A Certificates, the rate determined by the Trustee on the related LIBOR Determination Date on the basis of the offered rate for one-month U.S. dollar deposits that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on that date. If the rate does not appear on Telerate Page 3750, the rate for that date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by the Reference Banks at approximately 11:00 a.m. (London time) on that date to prime banks in the London interbank market. In that case, the Trustee will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two quotations are so provided, the rate for that date will be the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Servicer, at approximately 11:00 a.m. (New York City time) on that date for one-month U.S. dollar loans to leading European banks.

LIBOR Determination Date :   For any Interest Accrual Period for the Class A Certificates, the second London Business Day preceding the commencement of the Interest Accrual Period.

Liquidated Mortgage Loan : For any Distribution Date, a defaulted Mortgage Loan (including any REO Property) that was liquidated in the calendar month preceding the month of the Distribution Date and as to which the Servicer has certified (in accordance with this Agreement) that it has received all amounts it expects to receive in connection with the liquidation of the Mortgage Loan, including the final disposition of an REO Property.

Liquidation Proceeds : Amounts, including Insurance Proceeds regardless of when received, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s sale, foreclosure sale, or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property, and any other proceeds received in connection with an REO Property, less the sum of related unreimbursed Servicing Fees, Servicing Advances and Advances.

Loan-to-Value Ratio : For any Mortgage Loan and as of any date of determination, the fraction whose numerator is the principal balance of the related Mortgage Loan at that date of determination and whose denominator is the Collateral Value of the related Mortgaged Property.

London Business Day :   Any day on which dealings in deposits of United States dollars are transacted in the London interbank market.

Lost Mortgage Note : Any Mortgage Note the original of which was permanently lost or destroyed and has not been replaced.

Majority in Interest : As to any Class of Regular Certificates, the Holders of Certificates of such Class evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced by all Certificates of such Class.

Marker Rate : With respect to the Class C Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the REMIC II Remittance Rates for each REMIC II Regular Interest (other than REMIC II Regular Interest LTAA and LTIO) subject to a cap (for each such REMIC II Regular Interest other than REMIC II Regular Interest LTZZ) equal to the Pass-Through Rate for the Corresponding Certificate for the purpose of this calculation: with the rate on REMIC II Regular Interest LTZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, calculations of the REMIC II Remittance Rate and the related caps with respect to each such REMIC II Regular Interest, other than REMIC II Regular Interest LTZZ, shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

MERS : Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

MERS Mortgage Loan : Any Mortgage Loan registered with MERS on the MERS® System.

MERS® System : The system of recording transfers of mortgages electronically that is maintained by MERS.

MIN : The mortgage identification number for any MERS Mortgage Loan.

MOM Loan : Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such Mortgage Loan and its successors and assigns.

Monthly Statement : The statement prepared by the Trustee pursuant to Section 4.03.

Moody’s : Moody’s Investors Service, Inc., or its successors in interest. If Moody’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: Residential Loan Monitoring Group, or any other address that Moody’s furnishes to the Depositor and the Servicer.

Mortgage : The mortgage, deed of trust, or other instrument creating a lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note.

Mortgage File : The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents delivered to the Trustee to be added to the Mortgage File pursuant to this Agreement.

Mortgage Loans : Such of the Closing Date Mortgage Loans transferred and assigned to the Trustee pursuant to this Agreement (including the Delayed Delivery Mortgage Loans), as from time to time are held as a part of the Trust Fund (including any REO Property), the Mortgage Loans so held being identified on the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property.

Mortgage Loan Schedule : As of any date, the list of Mortgage Loans in Schedule I included in the Trust Fund on such date . The Mortgage Loan Schedule shall be prepared by the Seller and shall contain the following information with respect to each Mortgage Loan:

The schedule shall also state the total of amounts described under (v) above for all of the Mortgage Loans.

Mortgage Note : The original executed note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan .

Mortgage Rate : The annual rate of interest borne by a Mortgage Note from time to time minus   any interest premium if the applicable Mortgage Note relates to a Lender PMI Loan, if any.

Mortgaged Property : The underlying property securing a Mortgage Loan.

Mortgagor : The obligors on a Mortgage Note.

Net Interest Shortfalls : As defined in Section 4.04 hereof.

Net Prepayment Interest Shortfall : For any Distribution Date, the excess of the Prepayment Interest Shortfalls for such Distribution Date over the Compensating Interest for such Distribution Date.

Net Swap Payment : With respect to each Distribution Date, the net payment required to be made pursuant to the terms of the Swap Agreement by either the Swap Provider or the Supplemental Interest Trust, which net payment shall not take into account any Swap Termination Payment.

Net WAC Cap : With respect to any Distribution Date, a per annum rate equal to the product of (x) the weighted average of the Expense Adjusted Net Mortgage Rates of the Mortgage Loans (weighted based on the Stated Principal Balances of the Mortgage Loans as of the first day of the related Remittance Period and adjusted to reflect unscheduled principal payments made thereafter that were included in the Principal Distribution Amount on the immediately preceding Distribution Date), minus the sum of (i) the Adjusted Premium Rate and (ii) the Swap Expense Fee Rate and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Interest Accrual Period . For federal income tax purposes, the economic equivalent of such rate shall be expressed as the product of (x) the weighted average of the REMIC II Remittance Rates on the REMIC II Regular Interests, weighted on the basis of the Uncertificated Balance of each such REMIC II Regular Interest for such Distribution Date and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Interest Accrual Period.

Net WAC Cap Carry Forward Amount : For the Class A Certificates and any Distribution Date, an amount equal to the aggregate amount of Net WAC Shortfall for such Distribution Date, plus any unpaid Net WAC Shortfall from prior Distribution Dates (and interest accrued thereon at the then applicable Pass-Through Rate on the Class A Certificates, without giving effect to the Net WAC Cap).

Net WAC Shortfall : For the Class A Certificates and any Distribution Date on which the Pass-Through Rate is the Net WAC Cap, an amount equal to excess of (x) the amount of interest the Class A Certificates would have accrued for such Distribution Date had such Pass-Through Rate not been limited by the Net WAC Cap over (y) the amount of interest the Class A Certificates accrued for such Distribution Date at the Net WAC Cap.

Nonrecoverable Advance : Any portion of an Advance previously made or proposed to be made by the Servicer, that, in the good faith judgment of the Servicer, will not be ultimately recoverable by the Servicer from the related Mortgagor or related Liquidation Proceeds or otherwise from collections related to the Mortgage Loan.

Notice of Final Distribution : The notice to be provided pursuant to Section 9.02, to the effect that final distribution on any of the Certificates shall be made only on its presentation and surrender.

Notional Amount : With respect to the Class C Certificate and any Distribution Date, the aggregate Uncertificated Balance of the REMIC II Regular Interests immediately prior to Distribution Date.

Offered Certificates : As specified in the Preliminary Statement.

Officer’s Certificate : A certificate (i) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Servicer, or (ii) if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor and the Trustee as required by this Agreement.

Opinion of Counsel : For the interpretation or application of the REMIC Provisions, counsel must (i) in fact be independent of the Depositor and the Servicer, (ii) not have any direct financial interest in the Depositor or the Servicer or in any affiliate of either, and (iii) not be connected with the Depositor or the Servicer as an officer, employee, promoter, underwriter, trustee, partner, director, or person performing similar functions. Otherwise, Opinion of Counsel is a written opinion of counsel, who may be counsel for the Depositor or the Servicer, including in-house counsel, reasonably acceptable to the Trustee and the Certificate Insurer.

Optional Termination : The termination of the Trust Fund created hereunder in connection with the purchase of the Mortgage Loans pursuant to Section 9.01(a).

Optional Termination Date : The Distribution Date following the last day of the related Remittance Period on which the aggregate Stated Principal Balance of the Mortgage Loans and any REO Property declines to less than 10% of the aggregate Stated Principal Balance of the Closing Date Mortgage Loans as of the Cut-off Date.

OTS : The Office of Thrift Supervision.

Outstanding : For the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except (i) Certificates theretofore canceled by the Trustee or delivered to the Trustee for cancellation and (ii) Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Trustee pursuant to this Agreement.

Outstanding Mortgage Loan : As of any Due Date, a Mortgage Loan with a Stated Principal Balance greater than zero that was not the subject of a Principal Prepayment in Full before the Due Date or during the Prepayment Period related to that Due Date and that did not become a Liquidated Mortgage Loan before the Due Date.

Overcollateralization Amount : For any Distribution Date, the excess of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution Date over (ii) the Class Certificate Balance of the Class A Certificates on such Distribution Date (assuming 100% of the Principal Remittance Amount is distributed to the Class A Certificates on such Distribution Date).

Ownership Interest : As to any Residual Certificate, any ownership interest in the Certificate, including any interest in the Certificate as its Holder and any other interest therein, whether direct or indirect, legal or beneficial.

Pass-Through Margin : With respect to the Class of Class A Certificates 0.1700% for the Interest Accrual Period for each Distribution Date on or prior to the Optional Termination Date and 0.3400% for each other Interest Accrual Period.

Pass-Through Rate:   With respect to the Class A Certificates and any Distribution Date, the lesser of (x) LIBOR plus the Pass-Through Margin for such Distribution Date and (y) the Net WAC Cap for such Distribution Date.

With respect to the Class C Certificate and any Distribution Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is (x) the sum of interest on the Uncertificated Balance of each REMIC II Regular Interest listed in clause (y) at a rate equal to the related REMIC II Remittance Rate minus the Marker Rate and the denominator of which is (y) the aggregate Uncertificated Balance of REMIC II Regular Interest LTAA, LTA and LTZZ.

The Class IO Interest will be entitled to 100% of the amounts distributed on REMIC II Regular Interest LTIO.

Percentage Interest : As to any Certificate, the percentage interest evidenced thereby in distributions required to be made on the related Class, such percentage interest being stated on its face or equal to the percentage obtained by dividing the Denomination of the Certificate by the aggregate of the Denominations of all Certificates of the same Class.

Permitted Investments : At any time, any of the following:

(i)    obligations of the United States or any agency thereof backed by the full faith and credit of the United States;

(ii)    general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency, or any   lower rating that will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(iii)    commercial or finance company paper that is then receiving the highest commercial or finance company paper rating of each Rating Agency, or any lower rating that will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies (without regard to the Policy), as evidenced by a signed writing delivered by each Rating Agency;

(iv)    certificates of deposit, demand or time deposits, or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal or state banking authorities; provided, that the commercial paper or long-term unsecured debt obligations of the depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of the holding company, but only if Moody’s is not a Rating Agency) are then rated one of the two highest long-term and the highest short-term ratings of each Rating Agency for the securities, or any lower rating that will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies (without regard to the Policy), as evidenced by a signed writing delivered by each Rating Agency;

(v)    demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that the deposits are fully insured by the FDIC;

(vi)    guaranteed reinvestment agreements issued by any bank, insurance company, or other corporation acceptable to the Rating Agencies at the time of the issuance of the agreements, as evidenced by a signed writing delivered by each Rating Agency;

(vii)    repurchase obligations with respect to any security described in clauses (i) and (ii) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (iv) above; provided, that such repurchase obligation would be accounted for as a financing arrangement under generally accepted accounting principles;

(viii)    securities (other than stripped bonds, stripped coupons, or instruments sold at a purchase price in excess of 115% of their face amount) bearing interest or sold at a discount, issued by any corporation incorporated under the laws of the United States or any state thereof, that, at the time of the investment, have one of the two highest ratings of each Rating Agency (except that if the Rating Agency is Moody’s, the rating shall be the highest commercial paper rating of Moody’s for the securities), or any lower rating that will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies (without regard to the Policy), as evidenced by a signed writing delivered by each Rating Agency;

(ix)    units of a taxable money-market portfolio having the highest rating assigned by each Rating Agency and restricted to obligations issued or guaranteed by the United States of America or entities whose obligations are backed by the full faith and credit of the United States of America and repurchase agreements collateralized by such obligations; and

(x)    any other investments bearing interest or sold at a discount acceptable to the Rating Agencies that will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies (without regard to the Policy), as evidenced by a signed writing delivered by each Rating Agency.

No Permitted Investment may (i) evidence the right to receive interest only payments with respect to the obligations underlying the instrument, (ii) be sold or disposed of before its maturity or (iii) be any obligation of the Seller or any of its Affiliates. Any Permitted Investment shall be relatively risk free and no options or voting rights shall be exercised with respect to any Permitted Investment. Any Permitted Investment shall be sold or disposed of in accordance with Statement of Financial Accounting Standards No. 140, paragraph 35c(6), in effect as of the Closing Date.

Permitted Transferee : Any Person other than (i) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing; (ii) a foreign government, International Organization, or any agency or instrumentality of either of the foregoing; (iii) an organization (except certain farmers’ cooperatives described in Section 521 of the Code) that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to any Residual Certificate; (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code; (v) an “electing large partnership” as defined in Section 775 of the Code; (vi) a Person that is not a U.S. Person and (vii) any other Person so designated by the Depositor based on an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual Certificate to the Person may cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “ United States ,” “ State ,” and “ International Organization ” have the meanings in Section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of the FHLMC, a majority of its board of directors is not selected by such government unit.

Person : Any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof.

Policy : The financial guaranty insurance policy (policy # 06030093) relating to the Class A Certificates dated the Closing Date and issued by the Certificate Insurer.

Pool Insurer : Radian Insurance Inc., a Pennsylvania domiciled and licensed insurer, or its successor in interest.

Pool Policy : The second mortgage pool insurance policy (policy # ----R0150080) with an effective date of September 1, 2006 and issued by the Pool Insurer.

Pool Policy Account : The separate and Eligible Account created and maintained by the Trustee pursuant to Section 4.10 in the name of the Trustee for the benefit of the Certificate Insurer and the Pool Insurer and designated “Deutsche Bank National Trust Company in trust for Financial Guaranty Insurance Company and Radian Insurance Inc.” Funds in the Pool Policy Account shall be held in trust for the Certificate Insurer and the Pool Insurer for the uses and purposes set forth in this Agreement. The Pool Policy Account will not be an asset of any REMIC.

Pool Stated Principal Balance : As to any Distribution Date, the aggregate Stated Principal Balance of the Outstanding Mortgage Loans on the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period related to that prior Due Date).

Preference Amount :   Any amount previously distributed to a Class A Certificateholder with respect to the Class A Certificates that is recoverable and sought to be recovered as a voidable preference by a trustee in bankruptcy pursuant to the United States Bankruptcy Code (11 U.S.C.), as amended from time to time, in accordance with a final nonappealable order of a court having competent jurisdiction.

Premium Rate : 0.225% per annum.

Prepayment Charge : As to a Mortgage Loan, any charge paid by a Mortgagor in connection with certain partial prepayments and all prepayments in full made within the related Prepayment Charge Period, the Prepayment Charges with respect to each applicable Mortgage Loan so held by the Trust Fund being identified in the Prepayment Charge Schedule.

Prepayment Charge Period : As to any Mortgage Loan, the period of time during which a Prepayment Charge may be imposed.

Prepayment Charge Schedule : As of any date, the list of Prepayment Charges included in the Trust Fund on that date (including the prepayment charge summary attached thereto). The Prepayment Charge Schedule shall contain the following information with respect to each Prepayment Charge:

(i)    the Mortgage Loan account number;

(ii)    a code indicating the type of Prepayment Charge;

(iii)    the state of origination in which the related Mortgaged Property is located;

(iv)    the first date on which a monthly payment is or was due under the related Mortgage Note;

(v)    the term of the Prepayment Charge;

(vi)    the original principal amount of the related Mortgage Loan; and

(vii)    the Cut-off Date Principal Balance of the related Mortgage Loan.

The Prepayment Charge Schedule shall be amended from time to time by the Servicer in accordance with this Agreement.

Prepayment Interest Excess: As to any Principal Prepayment received by the Servicer on a Mortgage Loan from the first day through the fifteenth day of any calendar month other than September 2006, all amounts paid by the related Mortgagor in respect of interest on such Principal Prepayment. All Prepayment Interest Excess shall be retained by the Servicer as additional servicing compensation.

Prepayment Interest Shortfall: As to any Distribution Date, Mortgage Loan and Principal Prepayment received on or after the sixteenth day of the month preceding the month of such Distribution Date (or, in the case of the first Distribution Date, on or after September 1, 2006) and on or before the last day of the month preceding the month of such Distribution Date, the amount, if any, by which one month’s interest at the related Mortgage Rate, net of the Servicing Fee Rate, on such Principal Prepayment exceeds the amount of interest paid in connection with such Principal Prepayment.

Prepayment Period : As to any Distribution Date, the period from and including the 16 ^th day of the month immediately prior to the month of such Distribution Date (or, in the case of the first Distribution Date, on September 1, 2006) to and including the 15 ^th day of the month of such Distribution Date.

Primary Insurance Policy : Each policy of primary mortgage guaranty insurance or any replacement policy therefor with respect to any Mortgage Loan.

Principal Distribution Amount : For each Distribution Date, the sum of (i) the excess of (x) the Principal Remittance Amount for such Distribution Date over the excess of, if any, of (x) the sum of any Net Swap Payment owed to the Swap Provider on that Distribution Date and any Swap Termination Payment or unpaid portion thereof owed to the Swap Provider on that Distribution Date (to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any replacement Interest Rate Swap Agreement that may be entered into by the Supplemental Interest Trust Trustee and other than a Swap Termination Payment resulting from a Swap Provider Trigger Event) over (y) the Interest Remittance Amount (without taking into account any reduction in he definition of “Interest Remittance Amount” for clause (vii) of the definition of “Available Funds”)

Principal Prepayment : Any payment of principal by a Mortgagor on a Mortgage Loan (including the Purchase Price of any modified Mortgage Loan purchased pursuant to Section 3.12(c)) that is received in advance of its scheduled Due Date and is not accompanied by an amount representing scheduled interest due on any date in any month after the month of prepayment. The Servicer shall apply partial Principal Prepayments in accordance with the related Mortgage Note.

Principal Prepayment in Full : Any Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan.

Principal Remittance Amount : For any Distribution Date, the sum of the following amounts (without duplication): (i) the principal portion of all Scheduled Payments on the Mortgage Loans due during the related Remittance Period that were received by the Servicer before the related Determination Date or were part of the Advance for the related Determination Date; (ii) each Principal Prepayment on a Mortgage Loan received by the Servicer during the related Prepayment Period; (iii) the Liquidation Proceeds on the Mortgage Loans allocable to principal and Subsequent Recoveries actually collected by the Servicer during the preceding calendar month; (iv) the principal portion of any Substitution Adjustment Amounts in connection with a substitution of a Mortgage Loan as of the Distribution Date; (v) the principal portion of the Purchase Price with respect to each Deleted Mortgage Loan, the repurchase obligation for which arose during the preceding calendar month and that was repurchased before the related Distribution Account Deposit Date; (vi) the principal portion of any proceeds from mortgage insurance or the Pool Policy and (vii) the proceeds received with respect to the termination of the Trust Fund pursuant to Section 9.01 (to the extent such proceeds relate to principal).

Private Certificates : As specified in the Preliminary Statement.

Prospectus Supplement : The Prospectus Supplement dated September 14, 2006 relating to the Offered Certificates.

PUD : Planned Unit Development.

Purchase Price : For any Mortgage Loan required to be purchased by the Seller pursuant to Section 2.01, 2.02, 2.03 or 2.05 or purchased by the Servicer pursuant to Section 3.12, the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan on the date of the purchase; (ii) accrued interest on the Mortgage Loan at the applicable Mortgage Rate (or at the applicable Adjusted Mortgage Rate if (x) the purchaser is the Servicer or (y) if the purchaser is the Seller and the Seller is the Servicer) from the date through which interest was last paid by the Mortgagor to the Due Date in the month in which the Purchase Price is to be distributed to Certificateholders, net of any unreimbursed Advances made by the Servicer on the Mortgage Loan and (iii) any costs and damages incurred by the Trust Fund in connection with any violation by the Mortgage Loan of any predatory or abusive lending law.

If the Mortgage Loan is a Mortgage Loan to be repurchased pursuant to Section 3.12, the interest component of the Purchase Price shall be computed (i) on the basis of the applicable Adjusted Mortgage Rate before giving effect to the related modification and (ii) from the date to which interest was last paid to the date on which the Mortgage Loan is assigned to the Servicer pursuant to Section 3.12(c).

Qualified Pool Insurer: Means the Pool Insurer (i) is duly qualified as required under the applicable state laws as an insurance company, (ii) is duly authorized to write the insurance provided by the Pool Policy, (iii) has a financial strength rating of not lower than “A3” from Moody’s and “A-” from S&P. or their successors and (iv) is in material compliance with the terms of the Pool Policy.

Qualified Insurer : A mortgage guaranty insurance company duly qualified as such under the laws of the state of its principal place of business and each state having jurisdiction over the insurer in connection with the insurance policy issued by the insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by it, approved as an FNMA- or FHLMC-approved mortgage insurer or having a claims paying ability rating of at least “AA” or an equivalent rating by a nationally recognized statistical rating organization. Any replacement insurer with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it replaces had on the Closing Date.

Rating Agency : Each of the Rating Agencies specified in the Preliminary Statement. If any of them or a successor is no longer in existence, “ Rating Agency ” shall be the nationally recognized statistical rating organization, or other comparable Person, designated by the Depositor (and if rating the Class A Certificates, consented to in writing by the Certificate Insurer), notice of which designation shall be given to the Trustee. References to a given rating or rating category of a Rating Agency means the rating category without giving effect to any modifiers.

Realized Loss : The excess of the Stated Principal Balance of a defaulted Mortgage Loan over the net Liquidation Proceeds with respect thereto that are allocated to the principal balance of such Mortgage Loan.

Record Date : For the Class A Certificates held in book-entry form, the close of business on the Business Day before the related Distribution Date. For any Definitive Certificate, the close of business on the last Business Day of the month preceding the month of the related Distribution Date.

Reference Bank : As defined in Section 4.07.

Refinance Loan : Any Mortgage Loan the proceeds of which are used to refinance an existing Mortgage Loan.

Regular Certificates : Any Class A and Class C Certificate.

Regulation AB : Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be published by the Commission or its staff from time to time.

Reimbursement Amount : As to any Distribution Date, with respect to the Class A Certificates, the sum of (x) (i) all payments of Insured Amounts paid by the Certificate Insurer, but for which the Certificate Insurer has not been reimbursed prior to such Distribution Date pursuant to Section 4.01, plus (ii) interest accrued on such Insured Payments not previously repaid, calculated at the Late Payment Rate from the date the Trustee received the related payments from the Insured Amounts or the date such payments were made, and (y) without duplication (i) any other amounts then due and owing to the Certificate Insurer under the Insurance Agreement, as certified to the Trustee by the Certificate Insurer plus (ii) interest on such amounts at the Late Payment Rate.

Relief Act: The Servicemembers Civil Relief Act.

Relief Act Interest Shortfall : With respect to any Distribution Date and any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon for the most recently ended calendar month as a result of the application of the Relief Act or similar state laws, the amount, if any, by which (i) interest collectible on such Mortgage Loan for the most recently ended calendar month is less than (ii) interest accrued thereon for such month pursuant to the Mortgage Note.

REMIC : A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

REMIC I Regular Interest : Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a regular interest in REMIC I. Each REMIC I Regular Interest shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Remittance Rate: With respect to REMIC I Regular Interest I, a per annum rate equal to the weighted average of the Expense Adjusted Net Mortgage Rates of the Mortgage Loans minus the Adjusted Premium Rate. With respect to each REMIC I Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average of the Expense Adjusted Net Mortgage Rates of the Mortgage Loans minus the Adjusted Premium Rate multiplied by 2, subject to a maximum rate of 10.958. With respect to each REMIC I Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average of the Expense Adjusted Net Mortgage Rates of the Mortgage Loans minus the Adjusted Premium Rate over (ii) 10.958% and (y) 0.00%.

REMIC II Interest Loss Allocation Amount : With respect to any Distribution Date, an amount (subject to adjustment based on the actual number of days elapsed in the respective Interest Accrual Periods for the indicated Regular Interests for such Distribution Date) equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC II Remittance Rate for REMIC II Regular Interest LTAA minus the Marker Rate, divided by (b) 12.

REMIC II Overcollateralized Amount : With respect to any date of determination, (i) 1% of the aggregate Uncertificated Balance of the REMIC II Regular Interests minus   (ii) the Uncertificated Balance of REMIC II Regular Interest LTA in each case as of such date of determination.

REMIC II Principal Loss Allocation Amount : With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) one (1) minus a fraction, the numerator of which is two (2) times the Uncertificated Balance of REMIC II Regular Interest LTA, and the denominator of which is the aggregate Uncertificated Balance of REMIC II Regular Interest LTA and REMIC II Regular Interest LTZZ.

REMIC II Regular Interest : Any of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II. Each REMIC II Regular Interest shall accrue interest at the related REMIC II Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto. The REMIC II Regular Interests are as follows: REMIC II Regular Interest LTAA, REMIC II Regular Interest LTA, REMIC II Regular Interest LTZZ and REMIC II Regular Interest LTIO.

REMIC II Remittance Rate : With respect to REMIC II Regular Interest LTAA, REMIC II Regular Interest LTA and REMIC II Regular Interest LTZZ, a per annum rate (but not less than zero) equal to the weighted average of (w) with respect to REMIC I Regular Interest I, the REMIC I Remittance Rate for such REMIC I Regular Interest for each such Distribution Date, (x) with respect to REMIC I Regular Interests ending with the designation “B”, the weighted average of the REMIC I Remittance Rates for such REMIC I Regular Interests, weighted on the basis of the Uncertificated Balance of such REMIC I Regular Interests for each such Distribution Date and (y) with respect to REMIC I Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for each such REMIC I Regular Interest listed below, weighted on the basis of the Uncertificated Balance of each such REMIC I Regular Interest for each such Distribution Date: