Contract

EXHIBIT 99.1 ———— The Subsequent Transfer Agreement SUBSEQUENT TRANSFER AGREEMENT Subsequent Transfer Agreement, dated as of April 18, 2006, among IndyMacMBS, Inc., a Delaware corporation, as depositor (the “Depositor”), IndyMacBank, F.S.B., a federal savings bank (“IndyMac Bank”), in its capacity asseller under the Pooling and Servicing Agreement referred to below (the”Seller”), and Deutsche Bank National Trust Company, a national bankingassociation, as trustee (the “Trustee”). WITNESSETH: WHEREAS, the Depositor, IndyMac Bank (in its capacity as Seller and inits capacity as Master Servicer) and the Trustee, are parties to the poolingand servicing agreement dated as of March 1, 2006 (the “Pooling and ServicingAgreement”) relating to the Residential Asset Securitization Trust 2006-A2Mortgage Pass Through Certificates, Series 2006-B; and WHEREAS, as contemplated in the Pooling and Servicing Agreement, theSeller desires to convey certain Subsequent Mortgage Loans to the Depositor,and the Depositor desires to simultaneously convey the Subsequent MortgageLoans to the Trustee for the benefit of the Certificateholders; NOW, THEREFORE, the parties hereto hereby agree as follows:Section 1.01. Defined Terms. Capitalized terms used herein that are not otherwise defined have themeanings given to them in Pooling and Servicing Agreement. “Agreement” means this Subsequent Transfer Agreement and all amendmentshereof and supplements hereto. “Subsequent Mortgage Loans” means the Mortgage Loans identified on theMortgage Loan Schedule specified in Section 1.02 of this Agreement. “Subsequent Transfer Date” means, with respect to this Agreement, April18, 2006. “Cut-off Date” means, with respect to each of the Subsequent MortgageLoans, the later of April 1, 2006 and its date of origination.Section 1.02. Mortgage Loan Schedule. Annexed hereto is a supplement to Schedule I to the Pooling and ServicingAgreement listing the Subsequent Mortgage Loans to be conveyed by the Sellerto the Depositor and simultaneously by the Depositor to the Trustee pursuantto the Pooling and Servicing Agreement and this Agreement on the SubsequentTransfer Date.Section 1.03. Conveyance of Subsequent Mortgage Loans by the Seller. Subject to the conditions set forth in Section 1.05 and Section 1.06 ofthis Agreement, in consideration of the Trustee’s delivery to or upon theorder of the Seller of $86,320,424.70(i.e., an amount not greater than the aggregate Cut-off Date Principal Balanceof the Subsequent Mortgage Loans), the Seller does hereby sell, transfer,assign and otherwise convey to the Depositor, without recourse (subject to theSeller’s obligations hereunder) all of the Seller’s interest in the SubsequentMortgage Loans, including all interest and principal received or receivable bythe Seller on or with respect to each Subsequent Mortgage Loan after therelated Cut-off Date and all interest and principal payments on eachSubsequent Mortgage Loan received before such related Cut-off Date in respectof installments of interest and principal due thereafter, but not includingpayments of principal and interest due and payable on each Subsequent MortgageLoan by such related Cut-off Date, and the Depositor simultaneously doeshereby sell, transfer, assign, set over and otherwise convey to the Trusteefor the benefit of the Certificateholders, without recourse, all the interestof the Depositor in each Subsequent Mortgage Loan, including all interest andprincipal received or receivable by the Depositor on or with respect to eachSubsequent Mortgage Loan after the related Cut-off Date and all interest andprincipal payments on each Subsequent Mortgage Loan received before suchrelated Cut-off Date in respect of installments of interest and principal duethereafter, but not including payments of principal and interest due andpayable on each Subsequent Mortgage Loan by such related Cut-off Date.Section 1.04. Allocation of the Amounts to be Released from the Pre-FundingAccount. Of the $86,320,424.70 (i.e., an amount not greater than the aggregateCut-off Date Principal Balance of the Subsequent Mortgage Loans), released bythe Trustee pursuant to Section 1.03, the Trustee shall release the sum of$86,320,424.70 (i.e., an amount not greater than the aggregate Cut-off DatePrincipal Balance of the Subsequent Mortgage Loans).Section 1.05. Representations and Warranties of Seller. The Seller does hereby reaffirm the representations and warranties setforth in Section 2.03 and on Schedule II of the Pooling and ServicingAgreement for the benefit of the Depositor and the Trustee as purchasershereunder are true with respect to the Subsequent Mortgage Loans. Suchrepresentations and warranties shall survive the sale, transfer and assignmentof the Subsequent Mortgage Loans to the Depositor and the simultaneous sale,transfer and assignment of such Subsequent Mortgage Loans to the Trustee.Section 1.06. Representations and Warranties of Depositor. The Depositor does hereby reaffirm the representations and warranties setforth in Section 2.04 of the Pooling and Servicing Agreement for the benefitof the Trustee as purchaser hereunder are true with respect to the SubsequentMortgage Loans. Such representations and warranties shall survive the sale,transfer and assignment of the Subsequent Mortgage Loans to the Trustee. 2Section 1.07. Conditions Precedent. The obligation of the Trustee to acquire the Subsequent Mortgage Loanshereunder is subject to the satisfaction, by the Subsequent Transfer Date, ofthe conditions precedent identified in Section 2.08(d). The Trustee shall not be required to investigate or otherwise verifysatisfaction of the conditions listed above, but shall be entitled toconclusively rely upon Opinions of Counsel and Officer’s Certificatesconfirming such fulfillment.Section 1.08. Reaffirmation of Agreement. All terms, conditions and provisions of the Pooling and ServicingAgreement are hereby reaffirmed and incorporated by reference by the Seller asto the Subsequent Mortgage Loans.Section 1.09. Governing Law. This Agreement shall be construed in accordance with the laws of theState of New York and the obligations, rights and remedies of the partiesunder this Agreement shall be determined in accordance with such laws; exceptthat, the immunities, authority, and standard of care of the Trustee shall begoverned by the jurisdiction in which its Corporate Trust Office is located. 3 IN WITNESS WHEREOF, the Depositor, the Seller and the Trustee have causedthis Agreement to be duly executed and delivered by their respective dulyauthorized officers as of the day and the year first above written. INDYMAC BANK, F.S.B. as Seller By: /s/ Dan Kammer ——————————– Name: Dan Kammer Title: First Vice President INDYMAC MBS, INC. as Depositor By: /s/ Dan Kammer ——————————– Name: Dan Kammer Title: First Vice President DEUTSCHE BANK NATIONAL TRUST COMPANY not in its individual capacity, but solely as Trustee By: /s/ Jennifer Hermansader ——————————– Name: Jennifer Hermansader Title: Associate By: /s/ Marion Hogan ——————————- Name: Marion Hogan Title: Associate 4