BILL 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-HE7, Mortgage Pass-Through
Certificates, Series 2006-HE7, Class X Certificates and Class P Certificates,
issued pursuant to the Pooling and Servicing Agreement, dated as of October
1,
2006, among the Purchaser, Countrywide Home Loans Servicing LP, New
Century Mortgage Corporation,
NC
Capital Corporation, WMC Mortgage Corp., Decision One Mortgage Company, LLC,
Xxxxx Fargo Bank, N.A., LaSalle Bank National Association and Deutsche Bank
National Trust Company, does as of October 31, 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
Bill
of Sale shall be governed by, and construed in accordance with, the substantive
laws of the State of New York.
DATED:
October 31, 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:
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Managing
Director
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Agreed
and Accepted:
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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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Name:
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Xxxxxx
Xxxxxxx
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Title:
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Managing
Director
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EXHIBIT
A
MORTGAGE
LOAN SCHEDULE
As
filed
on November 7, 2006
