Exhibit 99.1
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XXXXXXX XXXXX MORTGAGE LENDING, INC.,
SELLER
and
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of July 1, 2006
Xxxxxxx Xxxxx Mortgage Investors Trust
(Mortgage Loan Asset-Backed Certificates, Series 2006-HE4)
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TABLE OF CONTENTS
PAGE
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ARTICLE I CONVEYANCE OF MORTGAGE LOANS .................................. 1
Section 1.01. Sale of Mortgage Loans ................................. 2
Section 1.02. Delivery of Documents .................................. 2
Section 1.03. Review of Documentation ................................ 2
Section 1.04. Representations and Warranties of the Sponsor .......... 3
Section 1.05. Grant Clause ........................................... 6
Section 1.06. Assignment by Depositor ................................ 6
ARTICLE II MISCELLANEOUS PROVISIONS ..................................... 6
Section 2.01. Binding Nature of Agreement; Assignment ................ 6
Section 2.02. Entire Agreement ....................................... 6
Section 2.03. Amendment .............................................. 7
Section 2.04. Governing Law .......................................... 7
Section 2.05. Severability of Provisions ............................. 8
Section 2.06. Indulgences; No Waivers ................................ 8
Section 2.07. Headings Not to Affect Interpretation .................. 8
Section 2.08. Benefits of Agreement .................................. 8
Section 2.09. Counterparts ........................................... 8
EXHIBITS
EXHIBIT A TRANSFER AGREEMENTS ........................................... A-1
EXHIBIT B TRANSFERORS ................................................... B-1
SCHEDULE
SCHEDULE A MORTGAGE LOAN SCHEDULE ....................................... S-1
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This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of July 1, 2006
(the "Agreement"), is executed by and between Xxxxxxx Xxxxx Mortgage Lending,
Inc. ("MLML" or the "Sponsor") and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the
"Depositor").
All capitalized terms not defined herein shall have the same meanings
assigned to such terms in that certain Pooling and Servicing Agreement (the
"Pooling Agreement"), dated as of July 1, 2006, among the Depositor, LaSalle
Bank National Association, as trustee (the "Trustee"), and Wilshire Credit
Corporation, as servicer ("Servicer").
WITNESSETH:
WHEREAS, pursuant to certain master mortgage loan purchase and interim
servicing agreements listed on Exhibit A hereto (collectively, the "Transfer
Agreements") between MLML, as purchaser, and each of the originators listed on
Exhibit B hereto (collectively, the "Transferors"), Sponsor has purchased or
received certain mortgage loans identified on the Mortgage Loan Schedule
attached hereto as Schedule A (the "Mortgage Loans");
WHEREAS, each Transfer Agreement is supplemented by a related letter, each
dated as of July 25, 2006, between each related Transferor and the Sponsor
(each, a "Bring Down Letter");
WHEREAS, the Sponsor desires to sell, without recourse, all of its rights,
title and interest in the Mortgage Loans to the Depositor, to assign all of its
rights and interest under the Transfer Agreements and the Bring Down Letters,
and to delegate all of its obligations thereunder, to the Depositor; and
WHEREAS, the Sponsor and the Depositor acknowledge and agree that the
Depositor will assign all of its rights and delegate all of its obligations
hereunder to the Trustee, and that each reference herein to the Depositor is
intended, unless otherwise specified, to mean the Depositor or the Trustee, as
assignee, whichever is the owner of the Mortgage Loans from time to time.
NOW, THEREFORE, in consideration of the mutual agreements herein set forth,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Sponsor and the Depositor agree as follows:
ARTICLE I
CONVEYANCE OF MORTGAGE LOANS
Section 1.01. Sale of Mortgage Loans. Concurrently with the execution and
delivery of this Agreement, the Sponsor does hereby transfer, assign, set over,
deposit with and otherwise convey to the Depositor, without recourse, subject to
Sections 1.03 and 1.04, all the right, title and interest of the Sponsor in and
to the Mortgage Loans identified on Schedule A hereto, having an aggregate
principal balance as of the Cut-off Date of $501,792,413. Such conveyance
includes, without limitation, the right to all distributions of principal and
interest received on or
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with respect to the Mortgage Loans on or after July 1, 2006, other than payments
of principal and interest due on or before such date, and all such payments due
after such date but received prior to such date and intended by the related
Mortgagors to be applied after such date, together with all of the Sponsor's
right, title and interest in and to each related account and all amounts from
time to time credited to and the proceeds of such account, any REO Property and
the proceeds thereof, the Sponsor's rights under any Insurance Policies related
to the Mortgage Loans, and the Sponsor's security interest in any collateral
pledged to secure the Mortgage Loans, including the Mortgaged Properties.
Notwithstanding anything to the contrary in this Agreement, the Sponsor hereby
assigns to the Servicer the right to collect from any Transferor the Excess
Repurchase Price. The "Excess Repurchase Price" with respect to any Mortgage
Loan shall be an amount equal to the excess of (a) the applicable Repurchase
Price owed by a Transferor under the applicable Transfer Agreement in the event
of a breach of a representation, warranty or covenant (including those regarding
early payment defaults and premium recapture for early payments) over (b) the
applicable Purchase Price owed to the Trust, if any, as defined in the Pooling
Agreement. Notwithstanding anything to the contrary in this Agreement, the
Servicer shall be a third-party beneficiary of this Agreement to the same extent
as if it were a party hereto with respect to the limited assignment of rights
described in this Section 1.01 and shall have full power and authority as an
assignee of the Sponsor under the applicable Transfer Agreements to enforce such
rights against the applicable Transferor.
Concurrently with the execution and delivery of this Agreement, the Sponsor
hereby assigns to the Depositor all of its rights and interest under the
Transfer Agreements and the Bring Down Letters, other than any servicing rights
retained pursuant to the provisions of the Transfer Agreements and the Bring
Down Letters, to the extent relating to the Mortgage Loans. Concurrently with
the execution hereof, the Depositor tenders the purchase price of $501,792,416.
The Depositor hereby accepts such assignment, and shall be entitled to exercise
all such rights of the Sponsor under the Transfer Agreements and the Bring Down
Letters, as if the Depositor had been a party to such agreements.
Section 1.02. Delivery of Documents. In connection with such transfer and
assignment of the Mortgage Loans hereunder, the Sponsor does hereby deliver, or
cause to be delivered, to the Depositor (or its designee) the documents or
instruments with respect to each Mortgage Loan (each a "Mortgage File") so
transferred and assigned, as specified in the Transfer Agreements.
(a) For Mortgage Loans (if any) that have been prepaid in full after the
Cut-off Date and prior to the Closing Date, the Sponsor, in lieu of delivering
the related Mortgage Files, herewith delivers to the Depositor an Officer's
Certificate which shall include a statement to the effect that all amounts
received in connection with such prepayment that are required to be deposited in
the account maintained by the Servicer for such purpose have been so deposited.
Section 1.03. Review of Documentation. The Depositor, by execution and
delivery hereof, acknowledges receipt of the Mortgage Files pertaining to the
Mortgage Loans listed on the Mortgage Loan Schedule, subject to review thereof
by the Trustee for the Mortgage Loans for the Depositor. The Trustee is required
to review, within 45 days following the Closing Date, each applicable Mortgage
File. If in the course of such review the Trustee identifies any material
defect, the Sponsor shall be obligated to cure such defect or to repurchase the
related Mortgage Loan from the Depositor (or, at the direction of and on behalf
of the Depositor, from the Trust
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Fund), or to substitute a Replacement Mortgage Loan therefor, in each case to
the same extent and in the same manner as the Depositor is obligated to the
Trustee and the Trust Fund under the Pooling Agreement.
Section 1.04. Representations and Warranties of the Sponsor.
(a) The Sponsor hereby represents and warrants to the Depositor that as of
the date hereof that:
(i) The Sponsor is a Delaware corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and has full corporate power and authority to own its property,
to carry on its business as presently conducted and to enter into and
perform its obligations under this Agreement;
(ii) The execution and delivery by the Sponsor of this Agreement have
been duly authorized by all necessary corporate action on the part of the
Sponsor; none of the execution and delivery of this Agreement, the
consummation of the transactions herein contemplated or compliance with the
provisions hereof will conflict with or result in a breach of, or
constitute a default under, any of the provisions of any law, governmental
rule, regulation, judgment, decree or order binding on the Sponsor or its
properties or the federal stock charter or bylaws of the Sponsor;
(iii) The execution, delivery and performance by the Sponsor of this
Agreement and the consummation of the transactions contemplated hereby do
not require the consent or approval of, the giving of notice to, the
registration with, or the taking of any other action in respect of, any
state, federal or other governmental authority or agency, except such as
has been obtained, given, effected or taken prior to the date hereof;
(iv) This Agreement has been duly executed and delivered by the
Sponsor and, assuming due authorization, execution and delivery by the
Depositor, constitutes a valid and binding obligation of the Sponsor
enforceable against it in accordance with its terms except as such
enforceability may be subject to (A) applicable bankruptcy and insolvency
laws and other similar laws affecting the enforcement of the rights of
creditors generally and (B) general principles of equity regardless of
whether such enforcement is considered in a proceeding in equity or at law;
and
(v) There are no actions, suits or proceedings pending or, to the
knowledge of the Sponsor, threatened or likely to be asserted against or
affecting the Sponsor, before or by any court, administrative agency,
arbitrator or governmental body (A) with respect to any of the transactions
contemplated by this Agreement or (B) with respect to any other matter
which in the judgment of the Sponsor will be determined adversely to the
Sponsor and will if determined adversely to the Sponsor materially and
adversely affect it or its business, assets, operations or condition,
financial or otherwise, or adversely affect its ability to perform its
obligations under this Agreement.
(b) The representations and warranties of each Transferor with respect to
the Mortgage Loans contained in the applicable Transfer Agreement were made as
of the date of
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such Transfer Agreement and are brought forward to the Closing Date pursuant to
the applicable Bring Down Letter. The representations and warranties of each
Transferor with respect to the Mortgage Loans contained in the applicable Bring
Down Letter are being made as of the Closing Date. To the extent that any fact,
condition or event with respect to a Mortgage Loan constitutes a breach of both
(i) a representation or warranty of a Transferor under the applicable Transfer
Agreement or Bring Down Letter and (ii) a representation or warranty of the
Sponsor under this Agreement, the sole right or remedy of the Depositor with
respect to a breach by the Sponsor of such representation and warranty (other
than a breach by the Sponsor of the representations and warranties made pursuant
to Sections 1.04(b)(ix) and 1.04(b)(x)) shall be the right to enforce the
obligations of the applicable Transferor under any applicable representation or
warranty made by it; provided, however, that to the extent any of (a) First
Horizon Home Loan Corporation ("First Horizon"), (b) First NLC Financial
Services, LLC ("First NLC"), (c) First Street Financial, Inc. ("First Street"),
(d) Fremont Investment & Loan ("Fremont") or (e) Lenders Direct Capital
Corporation ("LDCC") fails to fulfill its contractual obligations under the
applicable Transfer Agreement, then the Depositor shall have the right to
enforce such obligations of First Horizon, First NLC, First Street, Fremont or
LDCC, as applicable, against the Sponsor. The representations made by the
Sponsor pursuant to Sections 1.04(b)(ix) and 1.04(b)(x) shall be direct
obligations of the Sponsor. The Depositor acknowledges and agrees that the
representations and warranties of the Sponsor in this Section 1.04(b) (other
than the representations and warranties made pursuant to Sections 1.04(b)(ix)
and 1.04(b)(x)) are applicable only to facts, conditions or events that do not
constitute a breach of any representation or warranty made by a Transferor in
the applicable Transfer Agreement or Bring Down Letter. Except with respect to
First Horizon, First NLC, First Street, Fremont, or LDCC, the Sponsor shall have
no obligation or liability with respect to any breach of a representation or
warranty made by it with respect to the Mortgage Loans if the fact, condition or
event constituting such breach also constitutes a breach of a representation or
warranty made by a Transferor in the applicable Transfer Agreement or Bring Down
Letter, without regard to whether such Transferor fulfills its contractual
obligations in respect of such representation or warranty; provided, however,
that if such Transferor fulfills its obligations under the provisions of the
applicable Transfer Agreement and the applicable Bring Down Letter by
substituting for the affected Mortgage Loan a mortgage loan which is not a
Replacement Mortgage Loan, the Sponsor shall, in exchange for such substitute
mortgage loan, provide the Depositor (a) with the applicable Purchase Price for
the affected Mortgage Loan or (b) within the two year period following the
Closing Date, with a Qualified Substitute Mortgage Loan for such affected
Mortgage Loan. Subject to the foregoing, the Sponsor represents and warrants
upon delivery of the Mortgage Loans to the Depositor hereunder, as to each, that
as of July 25, 2006:
(i) The information set forth with respect to the Mortgage Loans on
the Mortgage Loan Schedule provides an accurate listing of the Mortgage
Loans, and the information with respect to each Mortgage Loan on the
Mortgage Loan Schedule is true and correct in all material respects at the
date or dates respecting which such information is given;
(ii) As of the Closing Date, no Mortgage Loan is in foreclosure;
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(iii) As of the Closing Date, each Mortgage Loan is a "qualified
mortgage" within the meaning of Section 860G of the Code (as determined
without regard to Treas. Reg. Section 1.860G-2(a)(3) or any similar rule
that treats a defective obligation as a qualified mortgage for a temporary
period);
(iv) The representations and warranties contained in Subsections 7.02
(1) through (9), (16), (17), (19), (21), (22), (24), (25), (26), (31),
(34), (35), (36), (38), (42), (44), (71), (75), (81), (82), (87), (89),
(92), (93) and (94) of the Transfer Agreement between Xxxxxxx Xxxxx
Mortgage Lending, Inc. and Impac are hereby restated by the Sponsor as of
the Closing Date;
(v) The representations and warranties contained in Subsection 7.02
(other than Subsections 7.02 (3) and (44)) of (i) the Transfer Agreement
between First NLC and MLML, (ii) the Transfer Agreement between First
Street and MLML, (iii) the Transfer Agreement between Impac and MLML,
(iv) the Transfer Agreement between LDCC and MLML and (v) the Transfer
Agreement between Nova Star and MLML, each as described on Exhibit A
hereto, are hereby restated by the Sponsor as of the Closing Date;
(vi) The representations and warranties contained in Subsection 3.02
(other than Subsections 3.02 (c) and 3.02 (nn)) of the Transfer Agreement
between First Horizon and MLML, are hereby restated by the Sponsor as of
the Closing Date;
(vii) The representations and warranties contained in
Subsection 7.02(1) through (9), (19), (25), (26), (34), (36), (44) and
(49) of the Transfer Agreement between Xxxxxxx Xxxxx Mortgage Lending, Inc.
and Fremont are hereby restated by the Sponsor as of the Closing Date;
(viii) As of the Closing Date, no Mortgage Loan provides for interest
other than at either (i) a single fixed rate in effect throughout the term
of the Mortgage Loan or (ii) a "variable rate" (within the meaning of
Treas. Reg. Section 1.860G-1(a)(3)) in effect throughout the term of the
Mortgage Loan;
(ix) As of the Closing Date, the Sponsor would not, based on the
delinquency status of the Mortgage Loans, institute foreclosure proceedings
with respect to any of the Mortgage Loans prior to the next scheduled
payment for such Mortgage Loan;
(x) None of the Mortgage Loans are "high cost" as defined by
applicable predatory and abusive lending laws; no Mortgage Loan is a High
Cost Loan or Covered Loan, as applicable (as such terms are defined in the
current Standard & Poor's LEVELS(R) Glossary which is now Version 5.6(d)
Revised, Appendix E); and
(xi) Each Mortgage Loan at the time it was made complied with all
applicable local, state and federal lending laws, including, but not
limited to, all applicable predatory and abusive lending laws.
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It is understood and agreed that the representations and warranties set
forth in Section 1.04(b) herein shall survive delivery of the Mortgage Files and
the Assignment of Mortgage of each Mortgage Loan to the Depositor. Upon
discovery by either the Sponsor or the Depositor of a breach of any of the
foregoing representations and warranties that adversely and materially affects
the value of the related Mortgage Loan, and, that does not also constitute a
breach of a representation or warranty of a Transferor in the applicable
Transfer Agreement, or Bring Down Letter, the party discovering such breach
shall give prompt written notice to the other party. Within 60 days of the
discovery of any such breach, the Sponsor shall either (a) cure such breach in
all material respects, (b) repurchase such Mortgage Loan or any property
acquired in respect thereof from the Depositor at the applicable Purchase Price
or (c) within the two year period following the Closing Date, substitute a
Replacement Mortgage Loan for the affected Mortgage Loan. The Sponsor
indemnifies and holds the Trust Fund, the Trustee, the Depositor, the Servicer
and each Certificateholder harmless against any and all taxes, claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments and any other costs, fees and expenses that the Trust Fund, the
Trustee, the Depositor, the Servicer and any Certificateholder may sustain in
connection with any actions of the Sponsor relating to a repurchase of a
Mortgage Loan other than in compliance with the terms of this Section 2.03 of
the Pooling Agreement and this Agreement, to the extent that any such action
causes (i) any federal or state tax to be imposed on the Trust Fund or any REMIC
provided for in the Pooling Agreement, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section 860(d)(1) of the Code,
or (ii) any REMIC created in the Pooling Agreement to fail to qualify as a REMIC
at any time that any Certificate is outstanding.
Section 1.05. Grant Clause. It is intended that the conveyance of the
Sponsor's right, title and interest in and to Mortgage Loans and other property
conveyed pursuant to this Agreement shall constitute, and shall be construed as,
a sale of such property and not a grant of a security interest to secure a loan.
However, if such conveyance is deemed to be in respect of a loan, it is intended
that: (1) the rights and obligations of the parties shall be established
pursuant to the terms of this Agreement; (2) the Sponsor hereby grants to the
Depositor a first priority security interest in all of the Sponsor's right,
title and interest in, to and under, whether now owned or hereafter acquired,
such Mortgage Loans and other property; and (3) this Agreement shall constitute
a security agreement under applicable law.
Section 1.06. Assignment by Depositor. The Depositor shall have the right,
upon notice to but without the consent of the Sponsor, to assign, in whole or in
part, its interest under this Agreement with respect to the Mortgage Loans to
the Trustee, and the Trustee then shall succeed to all rights of the Depositor
under this Agreement. All references to the Depositor in this Agreement shall be
deemed to include its assignee or designee, specifically including the Trustee.
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ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01. Binding Nature of Agreement; Assignment. This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
Section 2.02. Entire Agreement. This Agreement contains the entire
agreement and understanding among the parties hereto with respect to the subject
matter hereof, and supersedes all prior and contemporaneous agreements,
understandings, inducements and conditions, express or implied, oral or written,
of any nature whatsoever with respect to the subject matter hereof. The express
terms hereof control and supersede any course of performance and/or usage of the
trade inconsistent with any of the terms hereof.
Section 2.03. Amendment. This Agreement may be amended from time to time by
the Sponsor and the Depositor, without notice to or the consent of any of the
Holders, (i) to cure any ambiguity or correct any mistake, (ii) to cause the
provisions herein to conform to or be consistent with or in furtherance of the
statements made with respect to the Certificates, the Trust Fund, the Pooling
Agreement or this Agreement in any Offering Document; or to correct or
supplement any provision herein which may be inconsistent with any other
provisions herein, (iii) to make any other provisions with respect to matters or
questions arising under this Agreement or (iv) to modify, alter, amend, add to
or rescind any of the terms or provisions to the extent necessary or desirable
to comply with any requirements imposed by the Code and the REMIC Provisions. No
such amendment effected pursuant to clause (iii) of the preceding sentence shall
adversely affect in any material respect the interests of any Holder. Any such
amendment shall be deemed not to adversely affect in any material respect any
Holder, if the Trustee receives written confirmation from each Rating Agency
that such amendment will not cause such Rating Agency to reduce the then current
rating assigned to the Certificates (and any Opinion of Counsel requested by the
Trustee in connection with any such amendment may rely expressly on such
confirmation as the basis therefor).
(a) This Agreement may also be amended from time to time by the Sponsor and
the Depositor with the consent of the Holders of not less than 66-2/3% of the
Class Certificate Principal Amount (or Percentage Interest) of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders; provided, however, that no
such amendment may (i) reduce in any manner the amount of, or delay the timing
of, payments received on Mortgage Loans which are required to be distributed on
any Certificate without the consent of the Holder of such Certificate or (ii)
reduce the aforesaid percentages of Class Principal Amount (or Percentage
Interest) of Certificates of each Class, the Holders of which are required to
consent to any such amendment without the consent of the Holders of 100% of the
Class Principal Amount (or Percentage Interest) of each Class of Certificates
affected thereby. For purposes of this paragraph, references to "Holder" or
"Holders" shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.
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(b) It shall not be necessary for the consent of Holders under this Section
2.03 to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution
thereof by Holders shall be subject to such reasonable regulations as the
Trustee may prescribe.
Section 2.04. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
Section 2.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.
Section 2.06. Indulgences; No Waivers. Neither the failure nor any delay on
the part of a party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.
Section 2.07. Headings Not to Affect Interpretation. The headings contained
in this Agreement are for convenience of reference only, and they shall not be
used in the interpretation hereof.
Section 2.08. Benefits of Agreement. Nothing in this Agreement, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder, any benefit or any legal or equitable right, power,
remedy or claim under this Agreement.
Section 2.09. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one and the same instrument.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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IN WITNESS WHEREOF, the Sponsor and the Depositor have caused their names
to be signed hereto by their respective duly authorized officers as of the date
first above written.
XXXXXXX XXXXX MORTGAGE LENDING, INC.
By:
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Name:
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Title:
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XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
By:
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Name:
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Title:
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EXHIBIT A
TRANSFER AGREEMENTS
1. Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of
March 1, 2005, between MLMHI, as purchaser, and First Horizon Home Loan
Corporation, as seller and interim servicer, as amended by Joinder to
Master Seller's Warranties and Servicing Agreement, dated October 6, 2005.
2. Master Mortgage Loan Purchase Agreement, dated as of April 1, 2006, between
MLML, as initial purchaser, and First NLC Financial Services, LLC, as
seller.
3. Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of
September 1, 2005, between MLML, as initial purchaser, and First Street
Financial, Inc., as seller and interim servicer, as amended by Amendment
Number 1 by and between MLML and First Street dated as of December 1, 2005,
and by Amendment Number 2 by and between MLML and First Street dated as of
March 1, 2006 and by Amendment Number 3 by and between MLML and first
Street, dated May 1, 2006.
4. Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of
March 1, 2005, as amended (the "Agreement"), among Xxxxxxx Xxxxx Mortgage
Capital Inc., Xxxxxxx Xxxxx Mortgage Lending, Inc. ("MLML"), each as
initial purchaser, and Fremont Investment & Loan ("Fremont"), as seller and
interim servicer, as amended by Amendment Number 1 by and between MLML and
Fremont, dated April 1, 2006.
5. Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of
May 1, 2005, between MLML, as initial purchaser, and Impac Funding
Corporation, as seller and interim servicer, as amended by Amendment Number
1 by and between MLML and Impac, dated as of February 1, 2006.
6. Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of
May 1, 2005, between MLML, as initial purchaser, and Lenders Direct Capital
Corporation, as seller and interim servicer, as amended by Amendment Number
1 by and between MLML and LDCC dated as of November 1, 2005, and by
Amendment Number 2, by and between MLML and LDCC dated as of February 1,
2006 and by Amendment Number 3 by and between MLMI and LDCC, dated as of
June 1, 2006.
7. Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of
August 1, 2005 (the "Agreement"), between Xxxxxxx Xxxxx Mortgage Lending,
Inc. ("MLML"), as initial purchaser, and NovaStar Mortgage, Inc., as seller
and interim servicer.
A-1
EXHIBIT B
TRANSFERORS
1. First Horizon Home Loan Corporation
2. First NLC Financial Services, LLC
3. First Street Financial, Inc.
4. Fremont Investment & Loan
5. Impac Funding Corporation
6. Lenders Direct Capital Corporation
7. NovaStar Mortgage Inc.
B-1
SCHEDULE A
MORTGAGE LOAN SCHEDULE
[ Intentionally Omitted]
S-1
