EXECUTION COPY
GREENWICH CAPITAL ACCEPTANCE,
INC.,
as Purchaser
and
GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC.,
as Seller
MORTGAGE LOAN PURCHASE
AGREEMENT
Dated as of October 1, 2005
Fixed Rate Mortgage Loans
Harborview Mortgage Loan Trust
2005-14
Mortgage Loan Pass-Through Certificates,
Series 2005-14
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
4
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES
FOR BREACH
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
6
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
Schedule I :
Mortgage Loan Schedule
Schedule II :
List of Servicing Agreements
THIS MORTGAGE LOAN PURCHASE AGREEMENT,
dated as of October 1, 2005 (the “ Agreement
”), is made and entered into between Greenwich Capital
Financial Products, Inc. (the “ Seller ”) and
Greenwich Capital Acceptance, Inc. (the “ Purchaser
”).
W I T N E S S E T
H
WHEREAS, the Seller is the owner of the
notes or other evidence of indebtedness (the “ Mortgage
Notes ”) so indicated on Schedule I hereto referred to
below, 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 (each, a “
Servicing Agreement ” and together, the “
Servicing Agreements ”), and certain of the Mortgage
Loans are currently being serviced thereunder by the servicers
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 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, 2005
(the “ Pooling and Servicing Agreement ”), among
the Purchaser, as depositor, the Seller, as seller, Wells Fargo
Bank, N.A., as master servicer (the “ Master Servicer
”) and as securities administrator, and Deutsche Bank
National Trust Company, as trustee (in such capacity, the “
Trustee ”) and custodian, 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 attached hereto.
“ Reserved Rights ”:
With respect to each Mortgage Loan, any rights identified in
the related Assignment Agreement as being reserved by Greenwich
Capital Financial Products, Inc. and not assigned to Greenwich
Capital Acceptance, Inc. pursuant to such Assignment
Agreement.
“ 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 related Servicing
Agreement.
“ Servicing Rights ”:
With respect to any Mortgage Loan, shall mean any and all of the
following: (a) the right to terminate the SRO Servicer (as defined
in the Pooling Agreement) as servicer of such Mortgage Loan, with
or without cause, subject to Section 3.03 of the Pooling Agreement;
(b) the right to transfer the Servicing Rights and/or all servicing
obligations with respect to such Mortgage Loan, subject to Section
3.03 of the Pooling Agreement; (c) the right to the Servicing Fee,
less an amount to be retained by the SRO Servicer, as its servicing
compensation as agreed to by the SRO Owner and the SRO Servicer and
(d) powers and privileges incident to any of the
foregoing..
“ SRO Mortgage Loans
”: Each Mortgage Loan identified as such on the
Mortgage Loan Schedule.
“ SRO Servicer ”:
GMAC Mortgage Corporation (“GMACM”) in its
capacity as Servicer of the SRO Mortgage Loans.
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
October 25, 2005 (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
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) (other
than (a) with respect to the SRO Mortgage Loans, the Servicing
Rights with respect to such SRO Mortgage Loans and (b) with respect
to any Mortgage Loan, the Reserved Rights with respect to such
Mortgage Loan); (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 each Servicing Agreement and Assignment
Agreement (other than (a) with respect to the SRO Mortgage Loans,
the Servicing Rights with respect to such SRO Mortgage Loans and
(b) with respect to any Mortgage Loan, the Reserved Rights with
respect to such Mortgage Loan) 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 each Servicing Agreement and Assignment Agreement as if the
Purchaser had been a party to each 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, as of the
Cut-Off Date, (i) its account number and (ii) the Cut-Off Date
Principal Balance 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, 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 $910,859,580.91 (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.
Reserved .
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
exis
