EXECUTION
GREENWICH CAPITAL ACCEPTANCE,
INC.,
as Purchaser
and
GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC.,
as Seller
MORTGAGE LOAN PURCHASE
AGREEMENT
Dated as of November 1, 2005
Adjustable-Rate Mortgage Loans
HarborView Mortgage Loan Trust
2005-16
Mortgage Loan Pass-Through Certificates,
Series 2005-16
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
2
Section 2.03.
Payment of Purchase Price for the
Mortgage Loans
3
ARTICLE III REPRESENTATIONS AND
WARRANTIES; REMEDIES FOR BREACH
3
Section 3.02.
Seller’s Representations and
Warranties
3
Section 3.03.
Remedies for Breach of Representations
and Warranties
5
ARTICLE IV SELLER’S
COVENANTS
5
Section 4.01.
Covenants of the Seller
5
ARTICLE V [RESERVED]
5
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
6
Section 7.05.
Counterparts
7
Section 7.06.
Further Agreements
7
Section 7.07.
Intention of the Parties
7
Section 7.08.
Successors and Assigns: Assignment of
Purchase
Agreement
7
Section 7.09.
Survival
8
Schedule I :
Mortgage Loan Schedule
Schedule II :
List of Servicing Agreements
THIS MORTGAGE LOAN PURCHASE AGREEMENT,
dated as of November 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, 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 servicers identified
therein; and
WHEREAS, the Seller is a party to the
letter agreement dated November 1, 2005 between Countrywide Home
Loans, Inc. and the Seller (the “ Letter Agreement
”); 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 Agreement dated as of November 1, 2005 (the “
Pooling Agreement ”), among the Purchaser, as
depositor, the Seller, as seller, and U.S. Bank National
Association, 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 Agreement or the Prospectus Supplement dated November 28,
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 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 and the Letter 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 and the
Letter 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, (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 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 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 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 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 and the Letter 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
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
$1,718,920,812.55 (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 ot
