MORTGAGE LOAN PURCHASE AGREEMENT

EXECUTION COPY

GREENWICH CAPITAL ACCEPTANCE, INC.,

as Purchaser,

PROVIDENT FUNDING ASSOCIATES, L.P.,

as a Seller

and

PROVIDENT ASSET MANAGEMENT, L.P.,

as a Seller

MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of October 1, 2005

Adjustable-Rate Mortgage Loans

Provident Funding Mortgage Loan Trust 2005-2

Mortgage Pass-Through Certificates, Series 2005-2

Table of Contents

Page

ARTICLE I.
DEFINITIONS AND SCHEDULES

Section 1.01.

Definitions.

1

ARTICLE II.
SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

Section 2.01.

Sale of Mortgage Loans.

1

Section 2.02.

Obligations of the Sellers Upon Sale.

2

Section 2.03.

Payment of Purchase Price for the Mortgage Loans.

2

ARTICLE III.
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

Section 3.01.

Seller Representations and Warranties Relating to the

   Mortgage Loans.

3

Section 3.02.

Sellers’ Representations and Warranties.

12

Section 3.03.

Remedies for Breach of Representations and Warranties.

13

ARTICLE IV.
SELLERS’ COVENANTS

Section 4.01.

Covenants of the Sellers.

13

ARTICLE V.

INDEMNIFICATION

Section 5.01.

Indemnification.

14

ARTICLE VI.
TERMINATION

Section 6.01.

Termination.

14

ARTICLE VII.
MISCELLANEOUS PROVISIONS

Section 7.01.

Amendment.

14

Section 7.02.

Governing Law.

14

Section 7.03.

Notices.

15

Section 7.04.

Severability of Provisions.

15

Section 7.05.

Counterparts.

15

Section 7.06.

Further Agreements.

15

Section 7.07.

Intention of the Parties.

16

Section 7.08.

Successors and Assigns: Assignment of Purchase Agreement.

16

Schedule I:

Mortgage Loan Schedule - PFA.

I-1

Schedule II:

Mortgage Loan Schedule - PAM.

II-1

THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of October 1, 2005 (the “Agreement”), is made and entered into between Provident Funding Associates, L.P. (“PFA”), as a seller (a “Seller”), Provident Asset Management, L.P. (“PAM”), as a seller (a “Seller” and together with PFA, the “Sellers”) and Greenwich Capital Acceptance, Inc. the “Purchaser”).

W I T N E S S E T H

WHEREAS, PFA 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 “PFA Mortgage Loans”); and

WHEREAS, PAM is the owner of the notes or other evidence of indebtedness (the “Mortgage Notes”) so indicated on Schedule II hereto referred to below, and the other documents or instruments constituting the Mortgage File (collectively, the “PAM Mortgage Loans” and together with the PFA Mortgage Loans, the “Mortgage Loans”); and

WHEREAS, the Sellers, as of the date hereof, own the mortgages (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 Sellers sell the Mortgage Loans 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, PAM, as a seller (in such capacity, a “Seller”), PFA, as a seller and servicer (in its capacity as a seller, a “Seller” and in its capacity, as servicer, the “Servicer”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), and Deutsche Bank National Trust Company, as trustee and custodian (in its capacity as trustee, the “Trustee” and in its capacity as custodian, the “Custodian”), the Purchaser will convey the Mortgage Loans to Provident Funding Mortgage Loan Trust 2005-2 (the “Trust”).

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 or the related Prospectus Supplement.

ARTICLE II.

SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

Section 2.01.

Sale of Mortgage Loans . The Sellers, concurrently with the execution and delivery of this Agreement, do hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of their right, title and interest in, to and under (i) each Mortgage Loan, including the related Cut-Off Date Principal Balance, all interest and principal due thereon after the Cut-Off Date, but excluding payments of interest and principal due on or before 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) their 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 Sellers Upon Sale . In connection with the transfer pursuant to Section 2.01 hereof, each Seller further agrees, at its own expense, on or prior to the Closing Date, (a) to indicate in its books and records that the related 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 I or Schedule II, as applicable, to the Pooling and Servicing Agreement, shall also be marked as Schedule I or Schedule II, respectively, to this Agreement and is hereby incorporated into and made a part of this Agreement.

In connection with such conveyance by the Sellers, each Seller shall on behalf of the Purchaser deliver to, and deposit with the Trustee, as long as it is the Custodian under the Pooling and Servicing Agreement, or the custodian appointed pursuant to the Pooling and Servicing Agreement to act on behalf of the Trustee, on or before the Closing Date, the documents described in Section 2.01 of the Pooling and Servicing Agreement.

Each Seller hereby confirms to the Purchaser and the Trustee that it has, at the direction of the Purchaser, made the appropriate entries in its general accounting records, to indicate that the Mortgage Loans have been transferred to the Trustee, as long as it is the Custodian under the Pooling and Servicing Agreement, or the 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.

The parties hereto intend that the transaction set forth herein be a non-recourse sale by each Seller to the Purchaser of all of each 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, each Seller hereby grants to the Purchaser a security interest in all of each 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 such Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law.  The Sellers 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 Sellers to the Purchaser on the Closing Date, the Purchaser agrees to pay to PFA and PAM on the Closing Date by transfer of immediately available funds, an amount equal to $409,064,336.61 and to transfer to (i) PFA, the Class A-R Certificates, (ii) PAM, the Class 3-A and Class 4-A Certificates and (iii) the Sellers or their designees on the Closing Date the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates (the “Purchase Price”).  The Sellers 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, blue sky registration fees and expenses, fees of the rating agencies requested to rate the Certificates, the fees and expenses of the Trustee and other out-of-pocket costs, if any, printing fees and expenses incurred in connection with the prospectus and Private Placement Memorandum relating to the Certificates, accountant’s fees and expenses, and fees and expenses of the Purchaser’s counsel incurred in connection with the issuance and sale of the Certificates.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

Section 3.01.

Sellers Representations and Warranties Relating to the Mortgage Loans . Each Seller hereby represents and warrants to the Purchaser with respect to each Mortgage Loan sold by it hereunder that as of the Closing Date or as of such date specifically provided herein:

(a)

Each Mortgage Loan has an original term to maturity of no more than 360 months, each Mortgage Loan is an adjustable rate Mortgage Loan and has payments due on the first day of the month and each such Mortgage Loan is fully amortizing, effective with the first payment due after each Adjustment Date, the Monthly Payment for each Mortgage Loan will be adjusted to an amount which would amortize fully the outstanding Principal Balance of such Mortgage Loan over its remaining term and pay interest at the Loan Rate so adjusted on the first Adjustment Date and on each Adjustment Date thereafter the Loan Rate on each Mortgage Loan will be adjusted to equal the sum of the Index and the related Margin, rounded to the nearest multiple of 0.125% (subject to the limitations set forth in the related Mortgage Note);

(b)

PFA represents and warrants that the information set forth on Schedule I hereto, and PAM represents and warrants that the information set forth on Schedule II hereto, is true and correct in all material respects as of the Cut-Off Date or such other date as may be indicated in each such schedule.

(c)

Each PFA Mortgage Loan has been originated or purchased by PFA and each PAM Mortgage Loan has been originated or purchased by PFA and purchased from PFA by PAM, and each Mortgage Loan has been serviced, collected and otherwise dealt with by PFA and any affiliate of PFA in compliance with all applicable federal, state and local laws and regulations and the terms of the related Mortgage Note and related Mortgage.

(d)

Each 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 except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equity principles (irrespective of whether such enforcement is considered in a proceeding of equity or at law).

(e)

Each Mortgage is a valid and enforceable first priority lien on the related Mortgaged Property, which Mortgaged Property is free and clear of all encumbrances and liens (including mechanics’ liens) having priority over the first lien of the Mortgage except for:  (i) liens for real estate taxes and assessments not yet due and payable; (ii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally or specifically reflected or considered in the lender’s title insurance policy delivered to the originator of the related Mortgage Loan and referred to in the appraisal made in connection with the origination of the related Mortgage Loan and (iii) other liens and matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage.

(f)

Any security agreement, chattel mortgage or equivalent document related to such Mortgage Loan establishes and creates a valid and enforceable first lien on the related Mortgaged Property.

(g)

As of the Cut-Off Date, each scheduled Monthly Payment required to be made in respect of each Mortgage Loan on or prior to September 1, 2005 has been paid and no Mortgage Loan has been dishonored.  As of the Cut-Off Date, none of the Mortgage Loans was thirty or more days delinquent.

(h)

Neither Seller has advanced funds, or induced, solicited or knowingly received any advance of funds in respect of a Mortgage Loan by a person other than the related Mortgagor, directly or indirectly, for the payment of any amount required under such Mortgage Loan.

(i)

Neither Seller has impaired, waived, altered or modified any Mortgage or the related Mortgage Note in any material respect (except that the related Mortgage Loan may have been modified by a written instrument, a copy of which has been delivered to the Trustee as part of the Mortgage File).

(j)

As of the Cut-Off Date, no Mortgage has been satisfied (except as otherwise disclosed in the Certificate provided to the purchaser pursuant to Section 2.04 of the PSA), canceled or subordinated, in whole or in part, or rescinded, and no Mortgaged Property has been released from the lien of the related Mortgage, in whole or in part (except for a release that does not materially impair the security of the related Mortgage Loan or a release the effect of which is reflected in the Loan-to-Value Ratio for the Mortgage Loan as set forth in the applicable Schedule of Mortgage Loans), nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission.

(k)

No condition exists which could give rise to any right of rescission, set off, counterclaim, or defense including, without limitation, the defense of usury, and no such right has been asserted.

(l)

There are no proceedings pending for the total or partial condemnation nor eminent domain proceedings pending affecting any Mortgaged Property.

(m)

Each Mortgage Loan is covered by either (i) a mortgage title insurance policy or other generally acceptable form of insurance policy customary in the jurisdiction where the related Mortgaged Property is located or (ii) if generally acceptable in the jurisdiction where the related Mortgaged Property is located, an attorney’s opinion of title given by an attorney licensed to practice law in the jurisdiction where the related Mortgaged Property is located.  All of the related Seller’s rights under such policies, opinions or other instruments shall be transferred and assigned to Purchaser upon sale and assignment of the Mortgage Loans hereunder.  Each title insurance policy has been issued by a title insurer licensed to do business in the jurisdiction where the related Mortgaged Property is located, insuring the original lender, its successor and assigns, as to the first priority lien of the related Mortgage in the original principal amount of the related Mortgage Loan, subject to the exceptions contained in such policy.  Each Seller is the sole insured of such mortgagee title insurance policy, and such mortgagee title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement.  Neither Seller nor any affiliate of a Seller has made, and no Seller has knowledge of, any claims under such mortgagee title insurance policy.  Neither Seller is aware of any action by a prior holder and neither Seller nor any affiliate of a Seller has, by act or omission, done anything which could impair the coverage or enforceability of such mortgagee title insurance policy or the accuracy of such attorney’s opinion of title, as applicable.

(n)

To the best of each Seller’s knowledge, there is no material default, breach, violation or event of acceleration existing under any Mortgage or the related 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 material default, breach, violation or event of acceleration, other than a payment delinquency that is for a payment due after the date specified in clause (g) above. Neither Seller nor any affiliate of a Seller has waived any default, breach, violation or event of acceleration under any Mortgage or the related Mortgage Note.

(o)

All rate adjustments have been performed in accordance with the material terms of the related Mortgage Note or subsequent modifications thereof, if any.

(p)

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 any Mortgaged Property.

(q)

No foreclosure proceedings are pending against any Mortgaged Property and no Mortgage Loan is subject to any pending bankruptcy or insolvency proceeding, and no material litigation or material lawsuit relating to any Mortgage Loan is pending.

(r)

Except in the case of Mortgage Loans secured by units in planned unit developments, and by condominium units, each Mortgage Loan obligates the mortgagor thereunder to maintain a hazard insurance policy (“Hazard Insurance”) in an amount at least equal to the lesser of (i) the maximum insurable value of such improvements or (ii) the Principal Balance of the Mortgage Loan with a standard mortgagee clause, in either case in an amount sufficient to avoid the application of any “co-insurance provisions”, and, if it was in place at origination of the Mortgage Loan, flood insurance, at the Mortgagor’s cost and expense.  If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency (“FEMA”) as having special flood hazards, a flood insurance policy is in effect which met the requirements of FEMA at the time such policy was issued.  Each Mortgage obligates the Mortgagor to maintain the Hazard Insurance and, if applicable, flood insurance policy at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at the Mortgagor’s cost and expense, and to seek reimbursement therefor from the Mortgagor.  Each Mortgaged Property is covered by Hazard Insurance.

(s)

No Mortgage Note is secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage.

(t)

Each Mortgage contains an enforceable provision for the acceleration of the payment of the Principal Balance of the related Mortgage Loan in the event that the related Mortgaged Property is sold or transferred without the prior written consent of the Mortgagee thereunder.  Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Mortgaged Property of the benefits of the security provided thereby, including (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale or judicial foreclosure and (ii) otherwise by judicial foreclosure.  The related Mortgaged Property is not subject to any bankruptcy proceeding or foreclosure proceeding and the related Mortgagor has not filed for protection under applicable bankruptcy laws.  There is no homestead or other exemption available to any Mortgagor that would interfere with the right to sell the related Mortgaged Property at a trustee’s sale or the right to foreclose the related Mortgage.  In the event a Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, as been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by Purchaser to the trustee under such deed of trust, except in connection with a trustee’s sale after default by the related Mortgagor.  No Mortgagor has notified a Seller or any affiliate of such Seller and neither Seller has any knowledge of any relief requested or allowed to any Mortgagor under the Servicemembers Civil Relief Act, as amended.

(u)

Each Mortgaged Property is free from damage caused by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect materially and adversely the value of such Mor