GREENWICH CAPITAL ACCEPTANCE,
INC.,
as Purchaser
and
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.,
as Seller
MORTGAGE LOAN PURCHASE
AGREEMENT
Dated as of October 1,
2006
Adjustable-Rate Mortgage
Loans
HarborView Mortgage Loan
Trust
Mortgage Loan Pass-Through
Certificates, Series 2006-10
Table of
Contents
Page
|
ARTICLE I
DEFINITIONS AND SCHEDULES
|
1
|
|
|
|
|
|
Section
1.01.
|
Definitions
|
1
|
|
|
|
|
ARTICLE II SALE
OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
|
2
|
|
|
|
|
|
Section
2.01.
|
Sale of
Mortgage Loans; Assignment of the Servicing
Agreements
|
2
|
|
Section
2.02.
|
Obligations
of the Seller Upon Sale and Assignment
|
3
|
|
Section
2.03.
|
Payment of
Purchase Price for the Mortgage Loans
|
3
|
|
|
|
|
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
|
4
|
|
|
|
|
|
Section
3.01.
|
Seller’s Representations and Warranties
Relating to the Mortgage Loans
|
4
|
|
Section
3.02.
|
Seller’s Representations and
Warranties
|
4
|
|
Section
3.03.
|
Remedies for
Breach of Representations and Warranties
|
5
|
|
|
|
|
ARTICLE IV
SELLER’S COVENANTS
|
6
|
|
|
|
|
|
Section
4.01.
|
Covenants of
the Seller
|
6
|
|
|
|
|
ARTICLE V
[Reserved]
|
6
|
|
|
|
|
ARTICLE VI
TERMINATION
|
6
|
|
Section
6.01.
|
Termination
|
6
|
|
|
|
|
ARTICLE VII
MISCELLANEOUS PROVISIONS
|
6
|
|
|
|
|
|
Section
7.01.
|
Amendment
|
6
|
|
Section
7.02.
|
Governing
Law
|
6
|
|
Section
7.03.
|
Notices
|
7
|
|
Section
7.04.
|
Severability
of Provisions
|
7
|
|
Section
7.05.
|
Counterparts
|
7
|
|
Section
7.06.
|
Further
Agreements
|
7
|
|
Section
7.07.
|
Intention of
the Parties
|
8
|
|
Section
7.08.
|
Successors
and Assigns: Assignment of Purchase Agreement
|
8
|
|
Section
7.09.
|
Survival
|
8
|
|
Section
7.10.
|
Third-Party
Beneficiary
|
8
|
|
Schedule
I :
|
Mortgage Loan
Schedule
|
|
Schedule
II :
|
List of
Servicing Agreements
|
|
Schedule
III :
|
List of
Assignment Agreements
|
|
Schedule
V:
|
Representations
and Warranties
|
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as
of October 1, 2006 (the “ Agreement
”), is made and entered into between Greenwich Capital
Financial Products, Inc. (the “ Seller
” or “ GCFP ”) and Greenwich
Capital Acceptance, Inc. (“ GCA ” or
the “ Purchaser ”).
WITNESSETH
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 is a party to the servicing
agreement identified on Schedule II hereto (the “
Servicing Agreement ”) pursuant to which the
Mortgage Loans are to be serviced by the servicer identified
therein (the “ Servicer ”):
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 assign
the Seller’s rights under the Servicing Agreement and the
Assignment Agreements to the Purchaser pursuant to the terms of
this Agreement; and
WHEREAS, pursuant to the terms of that certain
Pooling and Servicing Agreement dated as of October 1, 2006 (the
“ Pooling and Servicing Agreement ”),
among the Purchaser, as depositor, the Seller, Wells Fargo Bank,
N.A., as trustee (the “ Trustee ”) and
Clayton Fixed Income Services Inc., as credit risk manager, the
Purchaser will convey the Mortgage Loans to 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 .
“ Assignment Agreements
”: Each of the assignment and recognition agreements
identified on Schedule III hereto.
“ Reserved Rights
”: With respect to each Mortgage Loan, any rights identified
in the related Assignment Agreement as being reserved by the Seller
and not assigned to the Purchaser pursuant to such Assignment
Agreement.
“ Servicer ”: GMAC
Mortgage, LLC, in its respective capacity as Servicer of the
Mortgage Loans.
“ Servicing Fee ”:
With respect to the Servicer and each Mortgage Loan serviced by the
Servicer and for any calendar month, the fee payable to the
Servicer determined pursuant to the Servicing Agreement.
“ Servicing Rights
”: With respect to any Mortgage Loan, any and all of the
following: (a) the right, under Section 7.01 of the Pooling and
Servicing Agreement, to terminate the Servicer as servicer of the
Mortgage Loan, with or without cause, (b) the right, under the
Servicing Agreement, to transfer the Servicing Rights and/or all
servicing obligations with respect to such Mortgage Loan; (c) the
right to the Servicing Fee, less an amount to be retained by the
Servicer, as its servicing compensation as agreed to by the
Servicing Rights Owner and the Servicer and (d) all powers and
privileges incident to any of the foregoing.
Any capitalized term used but not defined herein
and below shall have the meaning assigned thereto in the Pooling
and Servicing Agreement or the Prospectus Supplement dated November
10, 2006 (the “ Prospectus Supplement
”), as applicable.
ARTICLE II
SALE OF MORTGAGE LOANS; PAYMENT OF
PURCHASE PRICE
Section 2.01. Sale of Mortgage Loans; Assignment of the
Servicing Agreement .
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 related Cut-Off Date
and all collections in respect of interest and principal due after
the related Cut-Off Date (and all principal received before the
related Cut-Off Date to the extent such principal relates to a
Monthly Payment due after the related Cut-Off Date) (other than (a)
the Servicing Rights with respect to the Mortgage Loans and (b) any
Reserved Rights with respect to the Mortgage Loans); (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.
Concurrently with the execution and delivery of
this Agreement, the Seller hereby assigns to the Purchaser all of
its rights and interest (but none of its obligations) under the
Servicing Agreement and the Assignment Agreements to the extent
relating to the Mortgage Loans (other than (a) the Servicing Rights
with respect to the Mortgage Loans and (b) the Reserved Rights with
respect to the Mortgage Loans). The Purchaser hereby accepts such
assignment, and shall be entitled to exercise all such rights of
the Seller under the Servicing Agreement and the Assignment
Agreements as if the Purchaser had been a party to such
agreement.
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 pursuant to this Agreement and (b) to deliver to the
Purchaser 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 and such file, 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 (or a custodian as its designated agent),
as assignee of the Purchaser, on or before the Closing Date, the
documents described in Section 2.01 of the Pooling and Servicing
Agreement 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, 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, and its rights under the Servicing
Agreement and the Assignment Agreements, 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 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
$1,795,800,093.02 (which amount includes accrued interest) (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 and the Private
Placement Memorandum 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 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 .
With respect to the mortgage loans set forth on Schedule IV hereto
acquired from Metrocities Mortgage LLC, Plaza Home Mortgage, Inc.
and NetBank (collectively the “ GCFP Loans
”), the Seller hereby makes the related representations and
warranties set forth in Schedule V hereto 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 . 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 Delaware 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, to sell each Mortgage Loan, 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 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
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, marketable 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 it of, the Seller before any court,
administrative or other tribunal (A) that might prohibit its
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;
(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; and
(x) 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.
Section 3.03. Remedies for Breach of Representations and
Warranties . It is understood and agreed that (i) the
representations and warranties set forth in Sections 3.01 and 3.02
shall survive the sale of the Mortgage Loans to the Purchaser and
shall inure to the benefit of the Purchaser and the Trustee,
notwithstanding any restrictive or qualified endorsement on any
Mortgage Note or Assignment or the examination or lack of
examination of any Mortgage File and (ii) the remedies for the
breach of such representations and warranties and for the failure
to deliver the documents referred to in Section 2.02 hereof shall
be as set forth in Section 2.03 of the Pooling and Servicing
Agreement. Upon discovery by either the Seller or the Purchaser of
a breach of any of the representations and warranties set forth in
Sections 3.01 or 3.02 that adversely and materially affects the
value of the related Mortgage Loan or the interest therein of the
Certificateholders or the Certificate Insurer, the party
discovering such breach shall give prompt written notice to the
other party. Within 90 days of the discovery of any such breach,
the Seller shall either (a) cure such breach in all material
respects, (b) repurchase such Mortgage Loan or any property
acquired in respect thereof from the Purchaser at the applicable
Purchase Price (as defined in the Pooling and Servicing Agreement)
or (c) within the two-year period following the Closing Date, as
applicable, substitute a Qualifying Substitute Mortgage Loan for
the affected Mortgage Loan, each as set forth in Section 2.03 of
the Pooling and Servicing Agreement.
ARTICLE IV
SELLER’S COVENANTS
Section 4.01. Covenants of the Seller . The
Seller hereby covenants that, except for the transfer hereunder, it
will not sell, pledge, assign or transfer to any other Person, or
grant, create, incur, assume or suffer to exist any Lien on any
Mortgage Loan, or any interest therein; it will notify the Trustee,
as assignee of the Purchaser, of the existence of any Lien on any
Mortgage Loan immediately upon discovery thereof; and it will
defend the right, title and interest of the Trust, as assignee of
the Purchaser, in, to and under the Mortgage Loans, against all
claims of third parties claiming through or under the Seller;
provided , however , that nothing in this Section
4.01 shall prevent or be deemed to prohibit the Seller from
suffering to exist upon any of the Mortgage Loans any Liens for
municipal or other local taxes and other governmental charges if
such taxes or governmental charges shall not at the time be due and
payable or if the Seller shall currently be contesting the validity
thereof in good faith by appropriate proceedings and shall have set
aside on its books adequate reserves with respect
thereto.
ARTICLE V
[Reserved]
ARTICLE VI
TERMINATION
Section 6.01. Termination . The
respective obligations and responsibilities of the Seller and the
Purchaser created hereby shall terminate, except for the
Seller’s indemnity obligations as provided herein, upon the
termination of the Trust as provided in Article X of the Pooling
and Servicing Agreement.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01. Amendment . This
Agreement may be amended from time to time by the Seller and the
Purchaser by written agreement signed by the parties
hereto.
Section 7.02. Governing Law . This
Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without reference to its conflict of
law provisions (other than Section 5-1401 of the General
Obligations Law), and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such
laws.
Section 7.03. Notices . All
demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered
at or mailed by registered mail, postage prepaid, addressed as
follows:
Greenwich
Capital Financial Products, Inc.
Greenwich,
Connecticut 06830
Attention:
Legal Department
or such other
address as may hereafter be furnished to the Purchaser in writing
by the Seller.
Greenwich
Capital Acceptance, Inc.
Greenwich,
Connecticut 06830
Attention:
Legal Department
or such other
address as may hereafter be furnished to the Seller in writing by
the Purchaser.
Section 7.04. Severability of Provisions
. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be held
invalid for any reason whatsoever, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity of enforceability of the other
provisions of this Agreement.
Section 7.05. Counterparts . This
Agreement may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, which may be
transmitted by telecopier each of which, when so executed, shall be
deemed to be an original and such counterparts, together, shall
constitute one and the same agreement.
Section 7.06. Further Agreements . The
parties hereto each agree to execute and deliver to the other such
additional documents, instruments or agreements as may be necessary
or reasonable and appropriate to effectuate the purposes of this
Agreement or in connection with the issuance of the Certificates
representing interests in the Trust Fund, including the Mortgage
Loans.
Without limiting the generality of the
foregoing, as a further inducement for the Purchaser to purchase
the Mortgage Loans from the Seller, the Seller will cooperate with
the Purchaser in connection with the sale of the Certificates. In
that connection, the Seller will provide to the Purchaser any and
all information and appropriate verification of information,
whether through letters of its auditors and counsel or otherwise,
as the Purchaser shall reasonably request and will provide to the
Purchaser such additional representations and warranties,
covenants, opinions of counsel, letters from auditors, and
certificates of public officials or officers of the Seller as are
reasonably required in connection with the offering of the
Certificates.
Section 7.07. Intention of the Parties . It is
the intention of the parties that the Purchaser is purchasing, and
the Seller is selling, the Mortgage Loans rather than pledging such
Mortgage Loans to secure a loan by the Purchaser to the Seller.
Accordingly, the parties hereto each intend to treat the
transaction as a sale by the Seller, and a purchase by the
Purchaser, of the Mortgage Loans. The Purchaser will have the right
to review the Mortgage Loans and the related Mortgage Files to
determine the characteristics of the Mortgage Loans which will
affect the Federal income tax consequences of owning the Mortgage
Loans and the Seller will cooperate with all reasonable requests
made by the Purchaser in the course of such review.
Section 7.08. Successors and Assigns: Assignment of Purchase
Agreement . This Agreement shall bind and inure to
the benefit of and be enforceable by the Seller, the Purchaser and
the Trustee. The obligations of the Seller under this Agreement
cannot be assigned or delegated to a third party without the
consent of the Purchaser which consent shall be at the
Purchaser’s sole discretion, except that the Purchaser
acknowledges and agrees that the Seller may assign its obligations
hereunder to any Person into which the Seller is merged or any
corporation resulting from any merger, conversion or consolidation
to which the Seller is a party or any Person succeeding to the
business of the Seller. The parties hereto acknowledge that the
Purchaser is acquiring the Mortgage Loans and the rights of the
Seller under the Servicing Agreement and the Assignment Agreements
for the purpose of contributing them to a trust that will issue the
Certificates representing undivided interests in such Mortgage
Loans. As an inducement to the Purchaser to purchase the Mortgage
Loans, the Seller acknowledges and consents to the assignment by
the Purchaser to the Trustee of all of the Purchaser’s rights
against the Seller pursuant to this Agreement insofar as such
rights relate to Mortgage Loans transferred to the Trustee and to
the enforcement or exercise of any right or remedy against the
Seller pursuant to this Agreement by the Trustee. Such enforcement
of a right or remedy by the Trustee shall have the same force and
effect as if the right or remedy had been enforced or exercised by
the Purchaser directly.
Section 7.09. Survival . The
representations and warranties set forth in Sections 3.01 and 3.02
hereof shall survive the purchase of the Mortgage Loans
hereunder.
Section 7.10. Third-Party Beneficiary . Financial Security Assurance, Inc. is an
intended third-party beneficiary of this Agreement.
IN WITNESS WHEREOF, the Seller and the Purchaser
have caused their names to be signed to this Mortgage Loan Purchase
Agreement by their respective officers thereunto duly authorized as
of the day and year first above written.
GREENWICH CAPITAL ACCEPTANCE,
INC.,
as Purchaser
By:
/s/ Shakti Radhakishun
Name: Shakti Radhakishun
Title: Senior Vice President
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
as Seller
By:
/s/ Shakti Radhakishun
Name: Shakti Radhakishun
Title: Senior Vice President
SCHEDULE I
MORTGAGE LOAN SCHEDULE
[To be retained in a
separate closing binder entitled “Harborview 2006-10 Mortgage
Loan Schedule” at the Washington, DC offices of McKee Nelson
LLP]
SCHEDULE II
LIST OF SERVICING
AGREEMENTS
1. Amended and Restated Master Interim Servicing
Agreement between the Servicing Rights Owner and the Servicer,
dated as of January 1, 2006, by and between Greenwich Capital
Financial Products, Inc. (“GCFP”) and GMAC Mortgage
Corporation (“GMACM”), as reconstituted pursuant to a
Reconstituted Servicing Agreement, dated as of October 1, 2006,
between GCFP and GMAC Mortgage, LLC (successor to GMACM), as
servicer and acknowledged by the Trustee.
SCHEDULE III
LIST OF ASSIGNMENT
AGREEMENTS
1. Assignment and Recognition Agreement, dated
November 13, 2006, among Greenwich Capital Financial Products,
Inc., Greenwich Capital Acceptance, Inc. and BankUnited,
FSB.
2. Assignment and Recognition Agreement, dated
November 13, 2006, among Greenwich Capital Financial Products,
Inc., Greenwich Capital Acceptance, Inc. and ComUnity Lending,
Inc.
3. Assignment and Recognition Agreement, dated
November 13, 2006, among Greenwich Capital Financial Products,
Inc., Greenwich Capital Acceptance, Inc. and First Federal Bank of
California.
4. Assignment and Recognition Agreement, dated
November 13, 2006, among Greenwich Capital Financial Products,
Inc., Greenwich Capital Acceptance, Inc. and New Century Mortgage
Corporation.
5. Assignment and Recognition Agreement, dated
November 13, 2006, among Greenwich Capital Financial Products,
Inc., Greenwich Capital Acceptance, Inc. and Just Mortgage,
Inc.
6. Assignment and Recognition Agreement, dated
November 13, 2006, among Greenwich Capital Financial Products,
Inc., Greenwich Capital Acceptance, Inc. and Loan Center of
California, Inc.
7. Assignment and Recognition Agreement, dated
November 13, 2006, among Greenwich Capital Financial Products,
Inc., Greenwich Capital Acceptance, Inc. and Loan Link Financial
Services.
8. Assignment and Recognition Agreement, dated
November 13, 2006, among Greenwich Capital Financial Products,
Inc., Greenwich Capital Acceptance, Inc. and NetBank.
9. Assignment and Recognition Agreement, dated
November 13, 2006, among Greenwich Capital Financial Products,
Inc., Greenwich Capital Acceptance, Inc. and Paul Financial,
LLC.
10. Assignment and Recognition Agreement, dated
November 13, 2006, among Greenwich Capital Financial Products,
Inc., Greenwich Capital Acceptance, Inc. and Pinnacle Financial
Corporation.
11. Assignment and Recognition Agreement, dated
November 13, 2006, among Greenwich Capital Financial Products,
Inc., Greenwich Capital Acceptance, Inc. and Residential Mortgage
Capital.
12. Assignment and Recognition Agreement, dated
November 13, 2006, among Greenwich Capital Financial Products,
Inc., Greenwich Capital Acceptance, Inc. and NL Inc. dba
Residential Pacific Mortgage.
13. Assignment and Recognition Agreement, dated
November 13, 2006, among Greenwich Capital Financial Products,
Inc., Greenwich Capital Acceptance, Inc. and Sierra Pacific
Mortgage Co., Inc.
SCHEDULE IV
GCFP LOANS
SCHEDULE V
REPRESENTATIONS AND
WARRANTIES
Metrocities Mortgage LLC
(i) The information set forth in the related
Mortgage Loan Schedule is complete, true and correct;
(ii) The Mortgage Loan is in compliance with all
requirements set forth in the related Confirmation, and the
characteristics of the related Mortgage Loan Package as set forth
in the related Confirmation are true and correct; provided,
however, that in the event of any conflict between the terms of any
Confirmation and this Agreement, the terms of this Agreement shall
control;
(iii) All payments required to be made up to the
close of business on the Closing Date for such Mortgage Loan under
the terms of the Mortgage Note have been made; the Seller has not
advanced funds, or induced, solicited or knowingly received any
advance of funds from a party other than the owner of the related
Mortgaged Property, directly or indirectly, for the payment of any
amount required by the Mortgage Note or Mortgage; no Mortgage Loan
is thirty (30) or more days delinquent as of the Closing Date and
there has been no delinquency, exclusive of any period of grace, in
any payment by the Mortgagor thereunder since the origination of
the Mortgage Loan;
(iv) There are no delinquent taxes, ground rents,
water charges, sewer rents, assessments, insurance premiums,
leasehold payments, including assessments payable in future
installments or other outstanding charges affecting the related
Mortgaged Property;
(v) The terms of the Mortgage Note and the Mortgage
have not been impaired, waived, altered or modified in any respect,
except by written instruments, recorded in the applicable public
recording office if necessary to maintain the lien priority of the
Mortgage, and which have been delivered to the Custodian; the
substance of any such waiver, alteration or modification has been
approved by the insurer under the Primary Insurance Policy, if any,
and has been approved by the title insurer, to the extent required
by the related policy, and is reflected on the related Mortgage
Loan Schedule. No instrument of waiver, alteration or modification
has been executed, and no Mortgagor has been released, in whole or
in part, except in connection with an assumption agreement approved
by the insurer under the Primary Insurance Policy, if any, and by
the title insurer, to the extent required by the policy, and which
assumption agreement has been delivered to the Custodian and the
terms of which are reflected in the related Mortgage Loan
Schedule;
(vi) The Mortgage Note and the Mortgage are not
subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, nor will the operation of
any of the terms of the Mortgage Note and the Mortgage, or the
exercise of any right thereunder, render the Mortgage
unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including the defense
of usury and no such right of rescission, set-off, counterclaim or
defense has been asserted with respect thereto. Each Prepayment
Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and
local law;
(vii) All buildings upon the Mortgaged Property are
insured by a Qualified Insurer acceptable to Fannie Mae and Freddie
Mac against loss by fire, hazards of extended coverage and such
other hazards as are customary in the area where the Mortgaged
Property is located, pursuant to insurance policies providing
coverage in an amount not less than the greatest of (i) 100% of the
replacement cost of all improvements to the Mortgaged Property,
(ii) either (A) the outstanding principal balance of the Mortgage
Loan with respect to each first lien Mortgage Loan or (B) with
respect to each second lien Mortgage Loan, the sum of the
outstanding principal balance of the related first lien mortgage
loan and the outstanding principal balance of the second lien
Mortgage Loan, or (iii) the amount necessary to avoid the operation
of any co-insurance provisions with respect to the Mortgaged
Property, and consistent with the amount that would have been
required as of the date of origination in accordance with the
Underwriting Guidelines. All such insurance policies contain a
standard mortgagee clause naming the Seller, its successors and
assigns as mortgagee and all premiums thereon have been paid. If
the Mortgaged Property is in an area identified on a Flood Hazard
Map or Flood Insurance Rate Map issued by the Federal Emergency
Management Agency as having special flood hazards (and such flood
insurance has been made available) a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the
requirements of Fannie Mae and Freddie Mac. The Mortgage obligates
the Mortgagor thereunder to maintain all such insurance at the
Mortgagor’s cost and expense, and on the Mortgagor’s
failure to do so, authorizes the holder of the Mortgage to maintain
such insurance at Mortgagor’s cost and expense and to seek
reimbursement therefor from the Mortgagor;
(viii) Any and all requirements of any federal, state
or local law including, without limitation, usury, truth in
lending, real estate settlement procedures, predatory and abusive
lending, consumer credit protection, equal credit opportunity, fair
housing or disclosure laws applicable to the origination and
servicing of mortgage loans of a type similar to the Mortgage Loans
and applicable to any prepayment penalty associated with the
Mortgage Loans at origination have been complied with;
(ix) The Mortgage has not been satisfied, cancelled,
subordinated or rescinded, in whole or in part, and the Mortgaged
Property has not been released from the lien of the Mortgage, in
whole or in part, nor has any instrument been executed that would
effect any such satisfaction, cancellation, subordination,
rescission or release;
(x) The Mortgage (including any Negative
Amortization which may arise thereunder) is a valid, existing and
enforceable (A) first lien and first priority security interest
with respect to each Mortgage Loan which is indicated by the Seller
to be a first lien (as reflected on the Mortgage Loan Schedule), or
(B) second lien and second priority security interest with respect
to each Mortgage Loan which is indicated by the Seller to be a
second lien (as reflected on the Mortgage Loan Schedule), in either
case, on the Mortgaged Property, including all improvements on the
Mortgaged Property subject only to (a) the lien of current real
property taxes and assessments not yet due and payable, (b)
covenants, conditions and restrictions, rights of way, easements
and other matters of the public record as of the date of recording
being acceptable to mortgage lending institutions generally and
specifically referred to in the lender’s title insurance
policy delivered to the originator of the Mortgage Loan and which
do not adversely affect the Appraised Value of the Mortgaged
Property, (c) with respect to each Mortgage Loan which is indicated
by the Seller to be a second lien Mortgage Loan (as reflected on
the Mortgage Loan Schedule) a first lien on the Mortgaged Property;
and (d) other matters to which like properties are commonly subject
which do not materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment,
value or marketability of the related Mortgaged Property. Any
security agreement, chattel mortgage or equivalent document related
to and delivered in connection with the Mortgage Loan establishes
and creates a valid, existing and enforceable first or second lien
and first or second priority security interest (in each case, as
indicated on the Mortgage Loan Schedule) on the property described
therein and the Seller has full right to sell and assign the same
to the Purchaser. The Mortgaged Property was not, as of the date of
origination of the Mortgage Loan, subject to a mortgage, deed of
trust, deed to secure debt or other security instrument creating a
lien subordinate to the lien of the Mortgage;
(xi) The Mortgage Note and the related Mortgage are
genuine and each is the legal, valid and binding obligation of the
maker thereof, enforceable in accordance with its terms;
(xii) All parties to the Mortgage Note and the
Mortgage had legal capacity to enter into the Mortgage Loan and to
execute and deliver the Mortgage Note and the Mortgage, and the
Mortgage Note and the Mortgage have been duly and properly executed
by such parties. The Mortgagor is a natural person;
(xiii) The proceeds of the Mortgage Loan have been
fully disbursed to or for the account of the Mortgagor and there is
no obligation for the Mortgagee to advance additional funds
thereunder and any and all requirements as to completion of any
on-site or off-site improvement and as to disbursements of any
escrow funds therefor have been complied with. All costs, fees and
expenses incurred in making or closing the Mortgage Loan and the
recording of the Mortgage have been paid, and the Mortgagor is not
entitled to any refund of any amounts paid or due to the Mortgagee
pursuant to the Mortgage Note or Mortgage;
(xiv) The Seller is the sole legal, beneficial and
equitable owner of the Mortgage Note and the Mortgage and has full
right to transfer and sell the Mortgage Loan to the Purchaser free
and clear of any encumbrance, equity, lien, pledge, charge, claim
or security interest;
(xv) All parties which have had any interest in the
Mortgage Loan, whether as mortgagee, assignee, pledgee or
otherwise, are (or, during the period in which they held and
disposed of such interest, were) in compliance with any and all
applicable “doing business” and licensing requirements
of the laws of the state wherein the Mortgaged Property is
located;
(xvi) The Mortgage Loan is covered by an American
Land Title Association (“ALTA”) lender’s title
insurance policy (which, in the case of an Adjustable Rate Mortgage
Loan has an adjustable rate mortgage endorsement in the form of
ALTA 6.0 or 6.1) acceptable to Fannie Mae and Freddie Mac, issued
by a title insurer acceptable to Fannie Mae and Freddie Mac and
qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring (subject to the exceptions contained
in (x)(a) and (b), and with respect to any second lien Mortgage
Loan (c), above) the Seller, its successors and assigns as to the
first or second priority lien (as indicated on the Mortgage Loan
Schedule) of the Mortgage in the original principal amount of the
Mortgage Loan (including, if the Mortgage Loan provides for
Negative Amortization, the maximum amount of Negative Amortization
in accordance with the Mortgage) and, with respect to any
Adjustable Rate Mortgage Loan, against any loss by reason of the
invalidity or unenforceability of the lien resulting from the
provisions of the Mortgage providing for adjustment in the Mortgage
Interest Rate and Monthly Payment and Negative Amortization
provisions of the Mortgage Note. Additionally, such lender’s
title insurance policy affirmatively insures ingress and egress to
and from the Mortgaged Property, and against encroachments by or
upon the Mortgaged Property or any interest therein. The Seller is
the sole insured of such lender’s title insurance policy, and
such lender’s title insurance policy is in full force and
effect and will be in full force and effect upon the consummation
of the transactions contemplated by this Agreement. No claims have
been made under such lender’s title insurance policy, and no
prior holder of the related Mortgage, including the Seller, has
done, by act or omission, anything which would impair the coverage
of such lender’s title insurance policy;
(xvii) There is no default, breach, violation or event
of acceleration existing under the Mortgage or the Mortgage Note
and no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration, and the Seller has not
waived any default, breach, violation or event of acceleration.
With respect to each second lien Mortgage Loan (i) the first lien
mortgage loan is in full force and effect, (ii) there is no
default, breach, violation or event of acceleration existing under
such first lien mortgage or the related mortgage note, (iii) no
event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration thereunder, (iv) either
(A) the first lien mortgage contains a provision which allows or
(B) applicable law requires, the mortgagee under the second lien
Mortgage Loan to receive notice of, and affords such mortgagee an
opportunity to cure any default by payment in full or otherwise
under the first lien mortgage, (v) the related first lien does not
provide for or permit negative amortization under such first lien
Mortgage Loan, and (vi) either no consent for the Mortgage Loan is
required by the holder of the first lien or such consent has been
obtained and is contained in the Mortgage File;
(xviii) There are no mechanics’ or similar liens
or claims which have been filed for work, labor or material (and no
rights are outstanding that under law could give rise to such lien)
affecting the related Mortgaged Property which are or may be liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
(xix) All improvements which were considered in
determining the Appraised Value of the related Mortgaged Property
lay wholly within the boundaries and building restriction lines of
the Mortgaged Property, and no improvements on adjoining properties
encroach upon the Mortgaged Property;
(xx) The Mortgage Loan was originated by the Seller
or by a savings and loan association, a savings bank, a commercial
bank or similar banking institution which is supervised and
examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD;
(xxi) Principal payments on the Mortgage Loan
commenced no more than sixty (60) days after the proceeds of the
Mortgage Loan were disbursed. The Mortgage Loan bears interest at
the Mortgage Interest Rate. With respect to each Mortgage Loan
which is not a Negative Amortization Loan, the Mortgage Note is
payable on the first day of each month in Monthly Payments, which,
in the case of a Fixed Rate Mortgage Loans, are sufficient to fully
amortize the original principal balance over the original term
thereof (other than with respect to a Mortgage Loan identified on
the related Mortgage Loan Schedule as an interest-only Mortgage
Loan during the interest-only period or a Mortgage Loan which is
identified on the related Mortgage Loan Schedule as a Balloon
Mortgage Loan) and to pay interest at the related Mortgage Interest
Rate, and, in the case of an Adjustable Rate Mortgage Loan, are
changed on each Adjustment Date, and in any case, are sufficient to
fully amortize the original principal balance over the original
term thereof (other than with respect to a Mortgage Loan identified
on the related Mortgage Loan Schedule as an interest-only Mortgage
Loan during the interest-only period or a Mortgage Loan which is
identified on the related Mortgage Loan Schedule as a Balloon
Mortgage Loan) and to pay interest at the related Mortgage Interest
Rate. With respect to each Negative Amortization Mortgage Loan, the
related Mortgage Note requires a Monthly Payment which is
sufficient during the period following each Payment Adjustment
Date, to fully amortize the outstanding principal balance as of the
first day of such period (including any Negative Amortization) over
the then remaining term of such Mortgage Note and to pay interest
at the related Mortgage Interest Rate; provided, that the Monthly
Payment shall not increase to an amount that exceeds 107.5% of the
amount of the Monthly Payment that was due immediately prior to the
Payment Adjustment Date; provided, further, that the payment
adjustment cap shall not be applicable with respect to the
adjustment made to the Monthly Payment that occurs in a year in
which the Mortgage Loan has been outstanding for a multiple of five
(5) years and in any such year the Monthly Payment shall be
adjusted to fully amortize the Mortgage Loan over the remaining
term. With respect to each Mortgage Loan identified on the Mortgage
Loan Schedule as an interest-only Mortgage Loan, the interest-only
period shall not exceed ten (10) years (or such other period
specified on the Mortgage Loan Schedule) and following the
expiration of such interest-only period, the remaining Monthly
Payments shall be sufficient to fully amortize the original
principal balance over the remaining term of the Mortgage Loan and
to pay interest at the related Mortgage Interest Rate. With respect
to each Balloon Mortgage Loan, the Mortgage Note requires a monthly
payment which is sufficient to fully amortize the original
principal balance over the original term thereof and to pay
interest at the related Mortgage Interest Rate and requires a final
Monthly Payment substantially greater than the preceding monthly
payment which is sufficient to repay the remained unpaid principal
balance of the Balloon Mortgage Loan as the Due Date of such
monthly payment. The Index for each Adjustable Rate Mortgage Loan
is as set forth on the Mortgage Loan Schedule. No Mortgage Loan is
a Convertible Mortgage Loan. No Balloon Mortgage Loan has an
original stated maturity of less than seven (7) years;
(xxii) The origination, servicing and collection
practices used with respect to each Mortgage Note and Mortgage
including, without limitation, the establishment, maintenance and
servicing of the Escrow Accounts and Escrow Payments, if any, since
origination, have been in all respects legal, proper, prudent and
customary in the mortgage origination and servicing industry. The
Mortgage Loan has been serviced by the Seller and any predecessor
servicer in accordance with the terms of the Mortgage Note and
Accepted Servicing Practices. With respect to escrow deposits and
Escrow Payments, if any, all such payments are in the possession
of, or under the control of, the Seller and there exist no
deficiencies in connection therewith for which customary
arrangements for repayment thereof have not been made. No escrow
deposits or Escrow Payments or other charges or payments due the
Seller have been capitalized under any Mortgage or the related
Mortgage Note and no such escrow deposits or Escrow Payments are
being held by the Seller for any work on a Mortgaged Property which
has not been completed;
(xxiii) The Mortgaged Property is free of damage and
waste and there is no proceeding pending for the total or partial
condemnation thereof;
(xxiv) The Mortgage and related Mortgage Note contain
customary and enforceable provisions such as to render the rights
and remedies of the holder thereof adequate for the realization
against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage
designated as a deed of trust, by trustee’s sale, and (b)
otherwise by judicial foreclosure. The Mortgaged Property has not
been subject to any bankruptcy proceeding or foreclosure proceeding
and the Mortgagor has not filed for protection under applicable
bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor which would interfere with the right to sell the
Mortgaged Property at a trustee’s sale or the right to
foreclose the Mortgage. The Mortgagor has not notified the Seller
and the Seller has no knowledge of any relief requested or allowed
to the Mortgagor under the Servicemembers’ Civil Relief
Act;
(xxv) The Mortgage Loan was underwritten in
accordance with the Underwriting Guidelines in effect at the time
the Mortgage Loan was originated which underwriting standards
satisfy the standards of Fannie Mae and Freddie Mac; and the
Mortgage Note and Mortgage are on forms acceptable to Fannie Mae
and Freddie Mac;
(xxvi) The Mortgage Note is not and has not been
secured by any collateral except the lien of the corresponding
Mortgage on the Mortgaged Property and the security interest of any
applicable security agreement or chattel mortgage referred to in
(x) above;
(xxvii) The Mortgage File contains an appraisal of the
related Mortgaged Property which satisfied the standards of Fannie
Mae and Freddie Mac, was on appraisal form 1004 or form 2055 with
an interior inspection and was made and signed, prior to the
approval of the Mortgage Loan application, by a qualified
appraiser, duly appointed by the Seller, who had no interest,
direct or indirect in the Mortgaged Property or in any loan made on
the security thereof, whose compensation is not affected by the
approval or disapproval of the Mortgage Loan and who met the
minimum qualifications of Fannie Mae and Freddie Mac. Each
appraisal of the Mortgage Loan was made in accordance with the
relevant provisions of the Financial Institutions Reform, Recovery,
and Enforcement Act of 1989;
(xxviii) In the event the Mortgage constitutes a deed of
trust, a trustee, duly qualified under applicable law to serve as
such, has been properly designated and currently so serves and is
named in the Mortgage, and no fees or expenses are or will become
payable by the Purchaser to the trustee under the deed of trust,
except in connection with a trustee’s sale after default by
the Mortgagor;
(xxix) No Mortgage Loan contains provisions pursuant
to which Monthly Payments are (a) paid or partially paid with funds
deposited in any separate account established by the Seller, the
Mortgagor, or anyone on behalf of the Mortgagor, (b) paid by any
source other than the Mor
