EXECUTION
GREENWICH CAPITAL ACCEPTANCE,
INC.,
as Purchaser
and
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.,
as Seller
MORTGAGE LOAN PURCHASE
AGREEMENT
Dated as of February 1,
2007
Adjustable-Rate Mortgage
Loans
HarborView Mortgage Loan
Trust
Mortgage Loan Pass-Through
Certificates, Series 2007-1
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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Section
1.01. Definitions
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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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Section
2.01. Sale of Mortgage Loans; Assignment of the Servicing
Agreements
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2
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Section
2.02. Obligations of the Seller Upon Sale and
Assignment
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2
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Section
2.03. 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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3
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Section
3.02. Seller’s Representations and
Warranties
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3
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Section
3.03. Remedies for Breach of Representations and
Warranties
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4
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ARTICLE IV
SELLER’S COVENANTS
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5
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Section
4.01. Covenants of the Seller
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5
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ARTICLE V
[RESERVED]
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5
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ARTICLE VI
TERMINATION
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5
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Section
6.01. Termination
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5
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ARTICLE VII
MISCELLANEOUS PROVISIONS
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6
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6
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Section
7.02. Governing Law
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6
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6
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Section
7.04. Severability of Provisions
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6
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Section
7.05. Counterparts
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6
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Section
7.06. Further Agreements
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7
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Section
7.07. Intention of the Parties
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7
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Section
7.08. Successors and Assigns: Assignment of Purchase
Agreement
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7
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7
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Schedule
I : Mortgage Loan Schedule
Schedule
II : List of Servicing Agreements
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as
of February 1, 2007 (the “ Agreement
”), is made and entered into between Greenwich Capital
Financial Products, Inc. (the “ Seller
”) and Greenwich Capital Acceptance, Inc. (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 ”), and the Mortgage
Loans are currently being serviced thereunder by the servicer
identified therein; 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 assign
the Seller’s rights under the Servicing Agreement 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 February 1, 2007 (the
“ Pooling and Servicing Agreement ”),
among the Purchaser, as depositor, the Seller, as seller, and Wells
Fargo Bank, N.A., as trustee (the “ Trustee
”), 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 .
“ 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 related Servicing
Agreement.
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 March
7, 2007 (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
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.
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 to the extent relating 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 as if the Purchaser had been a party to the
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, as of the Cut-Off Date, 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 (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, 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
$1,858,075,070.92 (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 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 3.02. 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 la
