BILL OF SALE
XXXX
OF
SALE
XXXXXX
XXXXXXX MORTGAGE CAPITAL INC. (the “Seller”),
in
consideration of (i) immediately available funds in an amount previously
agreed to between the Seller and XXXXXX XXXXXXX ABS CAPITAL I INC. (the
“Purchaser”)
and
(ii) the Xxxxxx Xxxxxxx ABS Capital I Inc. Trust 2006-WMC2, Mortgage
Pass-Through Certificates, Series 2006-WMC2, Class X Certificates, Class R
Certificates and Class P Certificates, issued pursuant to the Pooling and
Servicing Agreement, dated as of June 1, 2006, among the Purchaser, Xxxxx Fargo
Bank, N.A., WMC Mortgage Corp. and Deutsche Bank National Trust Company, does
as
of June 28, 2006, hereby sell, transfer, assign, set over and otherwise convey
to the Purchaser without recourse, all the Seller’s right, title and interest in
and to the Mortgage Loans described on Exhibit A attached hereto and made a
part
hereof, including all interest and principal with respect thereto received
on or
after the related Cut-off Date, other than such amounts which were due on the
Mortgage Loans on or prior to the related Cut-off Date. The Seller hereby agrees
that it will (i) deliver possession of the notes evidencing the Mortgage
Loans to, or at the direction of, the Purchaser and (ii) take in a timely
manner all necessary steps under all applicable laws to convey and to perfect
the conveyance of the Mortgage Loans to, or upon the direction of, the
Purchaser.
The
Seller represents that it has not (i) sold, assigned, transferred or granted
any
existing lien or encumbrance on the Mortgage Loans, or an interest therein,
to
any person except to the Purchaser hereunder or (ii) consented to any change
or
modification to the Mortgage Loans, or any interest therein, since the Seller
acquired such Mortgage Loans, except as such modifications are contained in
the
related loan file.
This
Xxxx
of Sale shall be governed by, and construed in accordance with, the substantive
laws of the State of New York.
DATED:
June 28, 2006
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XXXXXX
XXXXXXX MORTGAGE CAPITAL INC.
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By:
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/s/
Xxxxxx Xxxxxxx
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Name:
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Xxxxxx
Xxxxxxx
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Title:
|
Managing
Director
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Agreed
and Accepted:
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|||||||||||||
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XXXXXX
XXXXXXX ABS CAPITAL I INC.
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By:
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/s/
Xxxxxx Xxxxxxx
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||||||||||||
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Name:
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Xxxxxx
Xxxxxxx
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||||||||||||
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Title:
|
Managing
Director
|
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EXHIBIT
A
Mortgage
Loan Schedule
Available
upon request
