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-NC3, Mortgage Pass-Through
Certificates, Series 2006-NC3, Class X Certificates, Class R Certificates and
Class P Certificates, issued pursuant to the Pooling and Servicing Agreement,
dated as of April 1, 2006, among the Purchaser, Xxxxx Fargo Bank, N.A., HomEq
Servicing Corporation, NC Capital Corporation and Deutsche Bank National Trust
Company, does as of April 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:
April 28, 2006
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
Available
upon request