EXECUTION
MORTGAGE LOAN PURCHASE
AGREEMENT
among
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
as Seller
and
GREENWICH CAPITAL ACCEPTANCE,
INC.
as Purchaser
Dated as of
August 1, 2006
TABLE OF
CONTENTS
|
|
|
Page
|
|
ARTICLE I.
DEFINITIONS AND SCHEDULES
|
1
|
|
|
|
1
|
|
ARTICLE II.
SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
|
1
|
|
|
|
1
|
|
|
Obligations of
the Seller Upon Sale and Assignment
|
2
|
|
|
Payment of
Purchase Price for the Mortgage Loans
|
3
|
|
ARTICLE III.
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
|
3
|
|
|
Seller
Representations and Warranties Relating to the Mortgage
Loans
|
3
|
|
|
Seller
Representations and Warranties
|
3
|
|
|
Remedies for
Breach of Representations and Warranties
|
5
|
|
ARTICLE IV.
SELLER’S COVENANTS
|
5
|
|
|
|
5
|
|
ARTICLE V.
INDEMNIFICATION
|
6
|
|
|
|
6
|
|
ARTICLE VI.
TERMINATION
|
6
|
|
|
|
6
|
|
ARTICLE VII.
MISCELLANEOUS PROVISIONS
|
6
|
|
|
|
6
|
|
|
|
6
|
|
|
|
6
|
|
|
Severability of
Provisions
|
7
|
|
|
|
7
|
|
|
|
7
|
|
|
|
7
|
|
|
Successors and
Assigns: Assignment of Purchase Agreement
|
8
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Representations
and Warranties
|
|
MORTGAGE LOAN PURCHASE
AGREEMENT
This MORTGAGE LOAN PURCHASE AGREEMENT, dated as
of August 1, 2006 (this “ Agreement
”), by and among GREENWICH CAPITAL FINANCIAL PRODUCTS, a New
York corporation (the “ Seller ”) and
GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware corporation (the
“ Purchaser ”).
WHEREAS, the Seller is the owner of the notes or
other evidence of indebtedness (the “ Mortgage
Notes ”) so indicated on Schedule I hereto, and the
other documents or instruments constituting the Mortgage File
(collectively, the “ Mortgage Loans
”); and
WHEREAS, the Seller, as of the date hereof, owns
the mortgages or deeds of trust (the “
Mortgages ”) on the properties (the “
Mortgaged Properties ”) securing such
Mortgage Loans, including rights to (a) any property acquired by
foreclosure or deed in lieu of foreclosure or otherwise and (b) the
proceeds of any insurance policies covering the Mortgage Loans or
the Mortgaged Properties or the obligors on the Mortgage Loans;
and
WHEREAS, the parties hereto desire that the
Seller sell the Mortgage Loans, including the Mortgages;
and
WHEREAS, pursuant to the terms of that certain
Pooling and Servicing Agreement dated as of August 1, 2006 (the
“ Pooling and Servicing Agreement ”)
among Greenwich Capital Acceptance, Inc., as depositor (the
“Depositor”), Greenwich Capital Financial Products,
Inc., as seller (the “Seller”), Wells Fargo Bank, N.A.,
as master servicer (in such capacity, the “Master
Servicer”) and as securities administrator (in such capacity,
the “Securities Administrator”), Clayton Fixed Income
Services Inc., as credit risk manager (the “Credit Risk
Manager”) and Deutsche Bank National Trust Company, as
trustee and custodian (the “Trustee”).
NOW, THEREFORE, in consideration of the mutual
covenants herein contained, the parties hereto agree as
follows:
ARTICLE I.
DEFINITIONS AND SCHEDULES
Section 1.01. Definitions . Any
capitalized term used but not defined herein and below shall have
the meaning assigned thereto in the Pooling and Servicing Agreement
and the related Prospectus Supplement dated September 11, 2006 (the
“Prospectus Supplement”) to the Prospectus dated August
10, 2006 (the “Prospectus”).
ARTICLE II.
SALE OF MORTGAGE LOANS; PAYMENT OF
PURCHASE PRICE
Section 2.01. Sale of Mortgage Loans .
The Seller, concurrently with the execution and delivery of this
Agreement, does hereby sell, assign, set over, and otherwise convey
to the Purchaser, without recourse, all of its right, title and
interest in, to and under (i) each Mortgage Loan, including the
related Cut-off Date Principal Balance, all interest due thereon
after the Cut-off Date and all collections in respect of interest
and principal due after the Cut-off Date (and all principal
received before the Cut-off Date to the extent such principal
relates to a Monthly Payment due after the Cut-off Date); (ii)
property which secured such Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure; (iii) its
interest in any insurance policies in respect of the
Mortgage Loans; and (iv) all
proceeds of any of the foregoing.
Section 2.02. Obligations of the Seller Upon
Sale and Assignment . In connection with the transfer pursuant
to Section 2.01 hereof, the Seller further agrees, at its own
expense, on or prior to the Closing Date, (a) to indicate in its
books and records that the Mortgage Loans have been sold to the
Purchaser or the Purchaser’s assignee pursuant to this
Agreement and (b) to deliver to the Purchaser or the
Purchaser’s assignee and the Trustee a computer file
containing a true and complete list of all such Mortgage Loans
specifying for each such Mortgage Loan the information required to
be set forth on the Mortgage Loan Schedule, which forms a part of
Schedule A to the Pooling and Servicing Agreement, shall also be
marked as Schedule I to this Agreement and is hereby incorporated
into and made a part of this Agreement.
In connection with such conveyance by the
Seller, the Seller shall on behalf of the Purchaser deliver to, and
deposit with the Trustee, as assignee of the Purchaser, on or
before the Closing Date, the documents described in Section 2.01 of
the Pooling and Servicing Agreement as being required to be
delivered to the Trustee, including, but not limited to, the
Servicing Agreement.
The Seller hereby confirms to the Purchaser and
the Trustee that it has made the appropriate entries in its general
accounting records, to indicate that the Mortgage Loans have been
transferred to the Trustee as assignee of the Purchaser, or a
custodian appointed pursuant to the Pooling and Servicing Agreement
to act on behalf of the Trustee, and that the Mortgage Loans
constitute part of the Trust in accordance with the terms of the
Pooling and Servicing Agreement.
The Purchaser hereby acknowledges its acceptance
of all right, title and interest in, to and under the Mortgage
Loans and other property now existing or hereafter created,
conveyed to it pursuant to Section 2.01 hereof.
The parties hereto intend that the transaction
set forth herein be a non-recourse sale by the Seller to the
Purchaser of all of the Seller’s right, title and interest
in, to and under the Mortgage Loans and other property described in
Section 2.01. Nonetheless, in the event the transaction set forth
herein is deemed not to be a sale, the Seller hereby grants to the
Purchaser and its assignees a security interest in all of the
Seller’s right, title and interest in, to and under the
Mortgage Loans and other property described in Section 2.01,
whether now existing or hereafter created, to secure all of the
Seller’s obligations hereunder; and this Agreement shall
constitute a security agreement under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the
Mortgage Loans, such security interest would be deemed to be a
perfected security interest of first priority under applicable law
and will be maintained as such throughout the term of the Pooling
and Servicing Agreement.
Section 2.03. Payment of Purchase Price for
the Mortgage Loans . In consideration of the sale of the
Mortgage Loans from the Seller to the Purchaser on the Closing
Date, the Purchaser agrees to pay to the Seller on the Closing Date
by transfer of immediately available funds, an amount equal to
$1,247,590,209.37 (which amount includes accrued interest) and to
transfer to the Seller or its designees on the Closing Date the
Class R, Class C and Class P Certificates (the
“Purchase Price”). The Seller shall pay, and be billed
directly for, all reasonable expenses incurred by the Purchaser in
connection with the issuance of the Certificates, including,
without limitation, printing fees incurred in connection with the
Prospectus Supplement relating to the Certificates, fees and
expenses of Purchaser’s counsel, fees of the rating agencies
requested to rate the Certificates, accountant’s fees and
expenses and the fees and expenses of the Trustee and other
out-of-pocket costs, if any.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
Section 3.01. Seller Representations and
Warranties Relating to the Mortgage Loans . The Seller hereby
makes the representations and warranties set forth in Schedule II
hereto applicable to the Mortgage Loans to the Purchaser, the
Issuing Entity and the Trustee, as of the Closing Date or, if
applicable, such other date as may be specified therein.
Section 3.02. Seller’s Representations
and Warranties . a) The Seller represents, warrants and
covenants to the Purchaser as of the Closing Date or as of such
other date specifically provided herein:
(i) the Seller is duly organized, validly existing
and in good standing as a corporation under the laws of the State
of New York and is and will remain in compliance with the laws of
each state in which any Mortgaged Property is located to the extent
necessary to fulfill its obligations hereunder;
(ii) the Seller has the power and authority to hold
each Mortgage Loan and to sell each Mortgage Loan. The Seller has
the power and authority to execute, deliver and perform, and to
enter into and consummate, all transactions contemplated by this
Agreement. The Seller has duly authorized the execution, delivery
and performance of this Agreement, has duly executed and delivered
this Agreement and this Agreement, assuming due authorization,
execution and delivery by the Purchaser, constitutes a legal, valid
and binding obligation of the Seller, enforceable against it in
accordance with its terms except as the enforceability thereof may
be limited by bankruptcy, insolvency or reorganization or other
similar laws in relation to the rights of creditors
generally;
(iii) the execution and delivery of this Agreement by
the Seller and the performance of and compliance with the terms of
this Agreement will not violate the Seller’s articles of
incorporation or by-laws, respectively, or constitute a default
under or result in a material breach or acceleration of, any
material contract, agreement or other instrument to which the
Seller is a party or which may be applicable to the Seller or its
assets;
(iv) the Seller is not in violation of, and the
execution and delivery of this Agreement by the Seller and its
respective performance and compliance with the terms of this
Agreement will not constitute a violation with respect to, any
order or decree of any court or any order or regulation of any
federal, state, municipal or governmental agency having
jurisdiction over the Seller or its assets, which violation might
have consequences that would materially and adversely affect the
condition (financial or otherwise) or the operation of the Seller
or its assets or might have consequences that would materially and
adversely affect the performance of its obligations and duties
hereunder;
(v) the Seller does not believe, nor does it have
any reason or cause to believe, that it cannot perform each and
every covenant contained in this Agreement;
(vi) the Seller has good, equitable and indefeasible
title to the Mortgage Loans, free and clear of any and all liens,
pledges, charges or security interests of any nature encumbering
the Mortgage Loans and upon the payment of the Purchase Price by
the Purchaser, the Purchaser will have good and marketable title to
the Mortgage Notes and Mortgage Loans, free and clear of all liens
or encumbrances;
(vii) the Mortgage Loans are not being transferred by
the Seller with any intent to hinder, delay or defraud any
creditors of the Seller;
(viii) there are no actions or proceedings against, or
investigations known to, the Seller before any court,
administrative or other tribunal (A) that might prohibit the seller
from entering into this Agreement, (B) seeking to prevent the sale
of the Mortgage Loans or the consummation of the transactions
contemplated by this Agreement or (C) that might prohibit or
materially and adversely affect the performance by the Seller of
its obligations under, or validity or enforceability of, this
Agreement or the Pooling and Servicing Agreement;
(ix) no consent, approval, authorization or order of
any court or governmental agency or body is required for the
execution, delivery and performance by the Seller of, or compliance
by the Seller with, this Agreement or the consummation of the
transactions contemplated by this Agreement, except for such
consents, approvals, authorizations or orders, if any, that have
been obtained;
(x) no certificate of an officer, written statement
or written report delivered pursuant to the terms hereof of the
Seller contains any untrue statement of a material fact or omits to
state any material fact necessary to make the certificate,
statement or repot not misleading;
(xi) the consummation of the transactions
contemplated by this Agreement are in the ordinary course of
business of the Seller, and the transfer, assignment and conveyance
of the Mortgage Notes and the Mortgages by the Seller pursuant to
this Agreement are not subject to the bulk transfer or any similar
statutory provisions; and
(xii) the Seller is not insolvent, nor will the
Seller be made insolvent by the transfer of the Mortgage Loans to
the Depositor, nor is the Seller aware of any pending insolvency of
the Seller.
(b) On the Closing Date, the Seller shall deliver
to the Purchaser a certificate of an authorized officer of the
Seller to the effect that, as of the Closing Date, the information
set forth in the Prospectus Supplement, and the
information
