EXECUTION
GREENWICH CAPITAL ACCEPTANCE,
INC.,
as Purchaser
and
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.,
as Seller
MORTGAGE LOAN PURCHASE
AGREEMENT
Dated as of December 1,
2006
Adjustable-Rate Mortgage
Loans
HARBORVIEW MORTGAGE LOAN
TRUST
Mortgage Loan Pass-Through
Certificates, Series 2006-14
Table of
Contents
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Page
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ARTICLE I
DEFINITIONS AND SCHEDULES
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1
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1
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ARTICLE II SALE
OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
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2
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Sale of
Mortgage Loans; Assignment of the Servicing
Agreements
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2
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Obligations
of the Seller Upon Sale and Assignment
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3
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Payment of
Purchase Price for the Mortgage Loans
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3
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ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
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4
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4
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Seller’s Representations and
Warranties
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4
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Remedies for
Breach of Representations and Warranties
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5
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ARTICLE IV
SELLER’S COVENANTS
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6
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6
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ARTICLE V
[RESERVED]
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6
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ARTICLE VI
TERMINATION
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6
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6
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ARTICLE VII
MISCELLANEOUS PROVISIONS
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6
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6
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6
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6
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Severability
of Provisions
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7
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7
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7
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7
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Successors
and Assigns: Assignment of Purchase Agreement
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8
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8
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8
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Schedule
I :
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Mortgage Loan
Schedule
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List of
Servicing Agreements
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List of
Assignment Agreements
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This MORTGAGE LOAN PURCHASE AGREEMENT dated as
of December 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
agreements identified on Schedule II hereto (the “
Servicing Agreements ”) pursuant to which
the Mortgage Loans are to be serviced by the respective 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 Agreements 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 December 1, 2006 (the
“ Pooling and Servicing Agreement ”),
among the Purchaser, as depositor, the Seller, Wells Fargo Bank,
N.A., as master servicer (the “ Master
Servicer ”) and securities administrator (the
“ Securities Administrator ”),
Deutsche Bank National Trust Company, 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 ”: Each
of GMAC Mortgage, LLC (“GMACM”), American Home Mortgage
Servicing, Inc. and IndyMac Bank, F.S.B., each in its respective
capacity as Servicer of the Mortgage Loans.
“ Servicing Fee ”:
With respect to each Servicer and each Mortgage Loan serviced by
such Servicer and for any calendar month, the fee payable to such
Servicer determined pursuant to the Servicing
Agreements.
“ Servicing Rights
”: With respect to any Mortgage Loan serviced by GMACM, any
and all of the following: (a) the right, under the related
Servicing Agreement, to terminate GMACM as servicer of the Mortgage
Loan, with or without cause, (b) the right, under the related
Servicing Agreement, to transfer the Servicing Rights and/or all
servicing obligations with respect to such Mortgage Loan; (c) the
right to the related Servicing Fee, less an amount to be retained
by GMACM, as its servicing compensation as agreed to by the
Servicing Rights Owner and GMACM 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 December
20, 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 Agreements .
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 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) (other than (a) the Servicing Rights with respect to the SRO
Mortgage Loans (each as defined in the Pooling and Servicing
Agreement) 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.
valign
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 Agreements and the Assignment Agreements to the extent
relating to the Mortgage Loans (other than (a) the Servicing Rights
with respect to the SRO 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 Agreements 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
Agreements.
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
Agreements 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
$1,463,295,828.97 (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