EXECUTION
GREENWICH CAPITAL ACCEPTANCE,
INC.,
as Purchaser
and
GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC.,
as Seller
MORTGAGE LOAN PURCHASE
AGREEMENT
Dated as of October 1, 2005
Adjustable-Rate Mortgage Loans
HarborView Mortgage Loan Trust
2005-15
Mortgage Loan Pass-Through Certificates,
Series 2005-15
Table of Contents
Page
ARTICLE I DEFINITIONS AND
SCHEDULES
2
Section 1.01. Definitions
.
2
ARTICLE II SALE OF MORTGAGE LOANS;
PAYMENT OF PURCHASE PRICE
3
Section 2.01. Sale of Mortgage
Loans
3
Section 2.02. Obligations of
the Seller Upon Sale
3
Section 2.03. Payment of
Purchase Price for the Mortgage Loans
4
ARTICLE III REPRESENTATIONS AND
WARRANTIES; REMEDIES FOR BREACH
4
Section 3.01. Reserved
.
4
Section 3.02. Seller’s
Representations and Warranties
4
Section 3.03. Remedies for
Breach of Representations and Warranties
6
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
7
Section 7.01.
Amendment
7
Section 7.02. Governing
Law
7
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
Schedule I :
Mortgage Loan Schedule
Schedule II :
Assignment 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
following servicing agreements (each a “ Servicing
Agreement ,” collectively, the “ Servicing
Agreements ”) pursuant to which the Mortgage Loans are to
be initially serviced by certain servicers as indicated below (each
a “ Servicer ,” collectively, the “
Servicers ”):
1.
Master Interim Servicing Agreement, dated
as of March 26, 2003, between Greenwich Capital Financial Products,
Inc. (“ GCFP ”) and GMAC Mortgage Corporation
(“ GMACM ”), as servicer, as reconstituted
pursuant to a Reconstituted Servicing Agreement, dated as of
October 1, 2005, between GCFP and GMACM, and acknowledged by
Deutsche Bank National Trust Company, as trustee (in such capacity,
the “ Trustee ”) and Wells Fargo Bank, N.A., as
master servicer (in such capacity, the “ Master
Servicer ”);
2.
Master Flow Sale and Servicing Agreement,
dated and effective as of April 1, 2004 (Adjustable Rate
Conventional Mortgage Loans, Group No. 2004-NC1), as amended by
Amendment Number One, dated as of September 29, 2005, and as
amended by Amendment Number Two, dated as of September 29, 2005, as
reconstituted pursuant to a Reconstituted Servicing Agreement,
dated as of October 1, 2005, between GCFP and GMACM, and
acknowledged by the Trustee and the Master Servicer;
3.
Mortgage Loan Purchase and Sale
Agreement, dated as of June 1, 2005, among GCFP, Washington Mutual
Bank, formerly known as Washington Mutual Bank, FA, (“
WMB ”), Washington Mutual Bank FSB and Washington
Mutual Bank, as amended by the Term Sheet dated July 26, 2005,
between GCFP and WMB and as further amended by the Term Sheet dated
August 26, 2005, between GCFP and WMB, as reconstituted pursuant to
a Reconstituted Servicing Agreement, dated as of October 1, 2005,
between GCFP and WMB, and acknowledged by the Trustee and the
Master 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 October 1, 2005
(the “ Pooling and Servicing Agreement ”), among
the Purchaser, as depositor, the Seller, as seller, the Master
Servicer and 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 .
“ Assignment Agreements
”: Each of the assignment and recognition agreements or
reconstituted servicing agreements identified on Schedule II
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.
“ Servicing Fee ”:
With respect to each Servicer and each Mortgage Loan serviced
by the applicable Servicer and for any calendar month, the fee
payable to the applicable Servicer determined pursuant to the
related Servicing Agreement.
“ Servicing Rights ”:
With respect to any SRO Mortgage Loan, shall mean any and all
of the following: (a) the right to terminate the SRO Servicer 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 SRO 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 Owner ”:
GCFP, as owner of the Servicing Rights with respect to the
SRO Mortgage Loans.
“ SRO Servicer ”:
GMACM, in its respective capacity as Servicer of the related
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 27, 2005, as supplemented by the supplement dated October
31, 2005 (the “Prospectus Supplement”), as
applicable.
ARTICLE
II
SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE
PRICE
Section
2.01.
Sale of Mortgage Loans
. 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) the
Servicing Rights with respect to the SRO 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 Agreements and the Assignment
Agreements (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 . 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 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
$996,466,899 (which amount includes accrued interest) (the “
Purchase Price ̶
