SUBSEQUENT TRANSFER INSTRUMENT
EXHIBIT
99.1
Pursuant
to this Subsequent Transfer Instrument, dated June 29, 2006 (the “Instrument”),
between Argent Securities Inc. as seller (the “Depositor”) and Deutsche Bank
National Trust Company as trustee (the “Trustee”) of the Argent Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2006-M1, and pursuant to the
Pooling and Servicing Agreement, dated June 1, 2006 (the “Pooling and Servicing
Agreement”), among the Depositor as depositor, Ameriquest Mortgage Company as
master servicer and the Trustee, the Depositor and the Trustee agree to the
sale
by the Depositor and the purchase by the Trustee, on behalf of the Trust Fund,
of the Mortgage Loans listed on the attached Schedule of Mortgage Loans (the
“Subsequent Mortgage Loans”).
Capitalized
terms used but not otherwise defined herein shall have the meanings set forth
in
the Pooling and Servicing Agreement.
Section
1. Conveyance
of Subsequent Mortgage Loans.
(a) The
Depositor does hereby sell, transfer, assign, set over and convey to the Trustee
on behalf of the Trust Fund, without recourse, all of its right, title and
interest in and to the Subsequent Mortgage Loans, and including all amounts
due
on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date,
and
all items with respect to the Subsequent Mortgage Loans to be delivered pursuant
to Section 2.01 of the Pooling and Servicing Agreement; provided, however that
the Depositor reserves and retains all right, title and interest in and to
amounts due on the Subsequent Mortgage Loans on or prior to the related
Subsequent Cut-off Date. The
Depositor, contemporaneously with the delivery of this Agreement, has delivered
or caused to be delivered to the Trustee each item set forth in Section 2.01
of
the Pooling and Servicing Agreement. The transfer to the Trustee by the
Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan
Schedule shall be absolute and is intended by the Depositor, the Master
Servicer, the Trustee and the Certificateholders to constitute and to be treated
as a sale by the Depositor to the Trust Fund.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trustee without recourse
for the benefit of the Certificateholders all the right, title and interest
of
the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement,
dated the date hereof, between the Depositor as purchaser and Ameriquest
Mortgage Company as seller, to the extent of the Subsequent Mortgage
Loans.
(c) Additional
terms of the sale are set forth on Attachment A hereto.
Section
2. Representations
and Warranties; Conditions Precedent.
(a) The
Depositor hereby confirms that each of the conditions precedent and the
representations and warranties set forth in Section 2.09
of
the Pooling and Servicing Agreement are satisfied as of the date
hereof.
(b) All
terms
and conditions of the Pooling and Servicing Agreement are hereby ratified and
confirmed; provided, however, that in the event of any conflict, the provisions
of this Instrument shall control over the conflicting provisions of the Pooling
and Servicing Agreement.
Section
3. Recordation
of Instrument.
To
the
extent permitted by applicable law, this Instrument, or a memorandum thereof
if
permitted under applicable law, is subject to recordation in all appropriate
public offices for real property records in all of the counties or other
comparable jurisdictions in which any or all of the properties subject to the
Mortgages are situated, and in any other appropriate public recording office
or
elsewhere, such recordation to be effected by the Master Servicer at the
Certificateholders' expense on direction of the related Certificateholders,
but
only when accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders or is necessary for the administration or servicing of the
Mortgage Loans.
Section
4. Governing
Law.
This
Instrument 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 giving effect to principles
of
conflicts of law.
Section
5. Counterparts.
This
Instrument may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed, shall
be deemed to be an original; such counterparts, together, shall constitute
one
and the same instrument.
Section
6. Successors
and Assigns.
This
Instrument shall inure to the benefit of and be binding upon the Depositor,
the
Trustee and their respective successors and assigns.
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ARGENT
SECURITIES INC.
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By:
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Name:
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Title:
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DEUTSCHE
BANK NATIONAL TRUST COMPANY, as Trustee
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By:
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Name:
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Title:
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ATTACHMENTS
A. Additional
terms of sale.
B. Schedule
of Subsequent Mortgage Loans.
ATTACHMENT
A
ADDITIONAL
TERMS OF SALE
A. General
| 1. | Subsequent Cut-off Date: June 1, 2006 |
| 2. | Subsequent Transfer Date: June 29, 2006 |
| 3. |
Aggregate
Principal Balance of the Subsequent Mortgage Loans as of the Subsequent
Cut-off Date: $ 538,240,881.65
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| 4. | Purchase Price: 100.00% |
B. The
following representations and warranties with respect to such Subsequent
Mortgage Loan determined as of the related Subsequent Cut-off Date are true
and
correct: (i) the Mortgage Loan may not be 30 or more days delinquent as of
the
related Subsequent Cut-off Date; provided, however that the Subsequent Mortgage
Loans may have a first payment date occurring on or after the Subsequent Cut-off
Date and, therefore, such Mortgage Loans could not have been delinquent as
of
the Subsequent Cut-off Date; (ii) the remaining term to stated maturity of
the
Mortgage Loan will not be less than 113 months and will not exceed 360 months
from its first payment date; (iii) the Mortgage Loan will not provide for
negative amortization; (iv) the Mortgage Loan will not have a loan-to-value
ratio greater than 100.00%; (v) the Mortgage Loans will have, as of the related
Subsequent Cut-off Date, a weighted average age since origination not in excess
of 5 months;
(vi) no
Mortgage Loan will have a mortgage rate less than 6.000% or greater than
13.500%;
(vii)
the Mortgage Loan will have been serviced by the Master Servicer since
origination or purchase by the Seller in accordance with its standard servicing
practices; (viii) the Mortgage Loan will have a first payment date occurring
on
or before September 1, 2006; (ix) the Mortgage Loan will have a principal
balance no greater than $1,688,695 and (x) the Subsequent Mortgage Loan shall
have been underwritten in accordance with the criteria set forth under the
section “The Mortgage Pool—Underwriting Standards of the Originator” in the
Prospectus Supplement.
C. Following
the purchase of any Subsequent Group I Mortgage Loan by the Trust, the Group
I
Mortgage Loans (including the Subsequent Group I Mortgage Loans) will as of
the
related Subsequent Cut-off Date: (i) have a weighted average original term
to
stated maturity of not more than 360 months from the first payment date thereon;
(ii) have a weighted average Mortgage Rate of not
less
than 8.681% and
not
more than 8.781%;
(iii)
have a weighted average loan-to-value ratio of not more than 79.71%,
(iv)
have no Mortgage Loan with a principal balance in excess of Xxxxxxx Mac loan
limits, (v) consist of Mortgage Loans with prepayment charges representing
no
less than approximately 55.94%
of the
Group I Mortgage Loans, (vi) with respect to the adjustable-rate Group I
Mortgage Loans, have a weighted average Gross Margin of not less than
5.907%,
(vii)
have a weighted average FICO score of not less than 599 and (viii) have no
more
than 18.54%
of the
Group I Mortgage Loans with a FICO score of less than 540. For purposes of
the
calculations described in this paragraph, percentages of the Group I Mortgage
Loans will be based on the principal balance of the Initial Mortgage Loans
in
loan group I as of the Cut-off Date and the principal balance of the Subsequent
Group I Mortgage Loans as of the related Subsequent Cut-off Date.
D. Following
the purchase of any Subsequent Group II Mortgage Loan by the Trust, the Group
II
Mortgage Loans (including the Subsequent Group II Mortgage Loans) will as of
the
related Subsequent Cut-off Date: (i) have a weighted average original term
to
stated maturity of not more than 360 months from the first payment date thereon;
(ii) have a weighted average Mortgage Rate of not less than
8.388%
and not
more than 8.488%;
(iii)
have a weighted average loan-to-value ratio of not more than 82.38%,
(iv)
have no Mortgage Loan with a principal balance in excess of $1,688,695,
(v)
consist of Mortgage Loans with prepayment charges representing no less than
approximately 64.79%
of the
Group II Mortgage Loans (vi) with respect to the adjustable-rate Group II
Mortgage Loans, have a weighted average Gross Margin of not less than
5.967%,
(vii)
have a weighted average FICO score of not less than 632
and
(viii) have no more than 6.46%
of the
Group II Mortgage Loans with a FICO score of less than 540. For purposes of
the
calculations described in this paragraph, percentages of the Group II Mortgage
Loans will be based on the principal balance of the Initial Mortgage Loans
in
loan group II as of the Cut-off Date and the principal balance of the Subsequent
Group II Mortgage Loans as of the related Subsequent Cut-off Date.
ATTACHMENT
B
SCHEDULE
OF SUBSEQUENT MORTGAGE LOANS
AVAILABLE
UPON REQUEST
