SUBSEQUENT TRANSFER AGREEMENT
EXHIBIT
99.1
THIS
SUBSEQUENT TRANSFER AGREEMENT (the “Agreement”),
is
dated as of December 1, 2006 (the “Cut-Off
Date”),
among
Equity One, Inc., a Delaware corporation (“Equity
One-Delaware”),
Equity One, Incorporated, a Pennsylvania corporation (“Equity
One-Pennsylvania”),
Equity One Consumer Loan Company, Inc., a New Hampshire corporation
(“Equity
One-New Hampshire”),
Popular Financial Services, LLC, a Delaware limited liability company
(“Popular
Financial”,
and
together with Equity One-Delaware, Equity One-Pennsylvania and Equity One-New
Hampshire, each a “Seller”,
and
collectively, the “Sellers”),
and
The Bank of New York, a New York banking corporation, as trustee for the
benefit
of the Certificateholders of the Popular ABS, Inc. Mortgage Pass-Through
Certificates, Series 2006-E (the “Trustee”);
WHEREAS,
the Sellers, the Trustee, Popular ABS, Inc., as Depositor, Equity One, Inc.,
as
Servicer, and certain other subsidiaries of Equity One, Inc., as Sellers,
have
entered into the Pooling and Servicing Agreement, dated as of November 1,
2006
(the “Pooling
and Servicing Agreement”),
in
relation to the Popular ABS, Inc. Mortgage Pass-Through Certificates, Series
2006-E;
WHEREAS,
Section 2.09 of the Pooling and Servicing Agreement provides for the parties
hereto to enter into this Agreement for the purpose of documenting the sale
by
the Sellers and the purchase by the Trustee of the mortgage loans listed
on the
Mortgage Loan Schedule attached hereto as Schedule A (the “Subsequent
Loans”)
having
an aggregate principal balance as of the Cut-off Date of $66,435,454.41,
in
accordance with the terms and conditions of the Pooling and Servicing
Agreement;
NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged the
parties hereto agree as follows:
1. As
of
January 10, 2007 (the “Subsequent
Transfer Date”),
subject to its substitution and repurchase obligation under the Pooling and
Servicing Agreement, the Sellers concurrently with the execution and delivery
hereof, hereby irrevocably sell, transfer, grant, bargain, assign, set over
and
otherwise convey to the Trustee for the benefit of the Certificateholders,
without recourse, all the right, title and interest of the Sellers in and
to
each related Subsequent Loan for inclusion in the Trust Fund, including (i)
all
interest and principal payments received or receivable by the Sellers on
or with
respect to such Subsequent Loan after the Cut-off Date, and all interest
and
principal payments on such Subsequent Loan received on or prior to the Cut-off
Date in respect of installments of interest and principal due thereafter,
but
not including payments of principal and interest due and payable on such
Subsequent Loan on or before the Cut-off Date; (ii) any real property that
secured any such Subsequent Loan and that has been acquired by foreclosure
or
deed in lieu of foreclosure; (iii) any interest in any insurance policies
in
respect of such Subsequent Loan; and (iv) all proceeds of the foregoing
(including, but not by way of limitation, all proceeds of any insurance policy
relating to the Subsequent Loans, cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights
to
payment of any and every kind, and other forms of obligations and receivables
which at any time constitute all or part of or are included in the proceeds
of
any of the foregoing). The Sellers shall deliver the original Mortgage Notes
relating to the Subsequent Loans and other required documentation in accordance
with the terms set forth in Section 2.09 of the Pooling and Servicing Agreement.
The costs relating to the delivery of the documents specified in this Agreement
and the Pooling and Servicing Agreement shall be borne by the
Sellers.
2. The
Sellers hereby affirm the representations and warranties set forth in the
Pooling and Servicing Agreement that relate to the Sellers and the Subsequent
Loans as of the Cut-off Date. In addition, the Sellers hereby represent and
warrant that the Subsequent Loans were selected in a manner
reasonably
believed not to be adverse to the interests of the Certificateholders. The
Sellers confirm that each of the conditions set forth in Section 2.09 to
the
Pooling and Servicing Agreement are satisfied as of the date hereof. All
terms
and conditions of the Pooling and Servicing Agreement are hereby ratified,
confirmed and incorporated herein.
3. Terms
capitalized herein and not defined herein shall have the respective meanings
set
forth in the Pooling and Servicing Agreement.
4. In
case
any provision of this Agreement shall be invalid, illegal or unenforceable,
the
validity, legality and enforceability of the remaining provisions or obligations
shall not in any way be affected or impaired thereby.
5. In
the
event of any conflict between the provisions of this Agreement and the Pooling
and Servicing Agreement, the provisions of the Pooling and Servicing Agreement
shall prevail.
6. THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES (OTHER
THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)
AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
7. It
is the
express intent of the parties hereto that the conveyance of the Subsequent
Loans
by the Sellers to the Trustee be, and be construed as, an absolute sale thereof
to the Trustee. It is, further, not the intention of the parties that such
conveyance be deemed a pledge thereof by the Sellers to the Trustee to secure
a
borrowing by the Sellers from the Trustee. However, in the event that,
notwithstanding the intent of the parties, such assets are held to be the
property of the Sellers, or if this Agreement is held or deemed to constitute
or
to have created a loan, lending transaction or an extension of credit by
the
Trustee to the Sellers, the Sellers hereby ratify and confirm their respective
grants, under the Pooling and Servicing Agreement, of a security interest
in the
Loans (which term expressly includes the Subsequent Loans conveyed
herein).
8. This
Agreement may be executed by facsimile and in one or more counterparts, each
of
which so executed and delivered shall be deemed an original and all of which
taken together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the parties to this Agreement have caused their names to
be
signed hereto by their respective officers thereunto duly authorized as of
the
day and year first above written.
EQUITY
ONE, INC., a Delaware corporation
EQUITY
ONE, INCORPORATED
EQUITY
ONE CONSUMER LOAN COMPANY, INC.
POPULAR
FINANCIAL SERVICES, LLC
as
Sellers
By:
/s/
Xxxxxx Xxxxxx
Name: Xxxxxx
Xxxxxx
Title:
Senior
Vice President
The
Bank
of New York, not in its individual capacity, but solely as Trustee
By:
/s/
Xxxxx
X. Xxxxxxxx
Name: Xxxxx
X.
Xxxxxxxx
Title:
Assistant
Vice President
Exhibit
A
MORTGAGE
LOAN SCHEDULE
See
attached.
