Exhibit 99.1
EXECUTION
GREENWICH CAPITAL ACCEPTANCE, INC.,
as Purchaser
and
GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.,
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of September 1, 2006
Adjustable-Rate Mortgage Loans
HarborView Mortgage Loan Trust
Mortgage Loan
Pass-Through Certificates, Series 2006-9
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.
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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.
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Sale of Mortgage Loans; Assignment of the Servicing Agreements
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2
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Section 2.02.
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Obligations of the Seller Upon Sale and Assignment
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2
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Section 2.03.
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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.
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Seller’s Representations and Warranties
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3
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Section 3.03.
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Remedies for Breach of Representations and Warranties
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5
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ARTICLE IV SELLER’S COVENANTS
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5
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Section 4.01.
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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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6
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Section 6.01.
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Termination
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6
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ARTICLE VII MISCELLANEOUS PROVISIONS
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6
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Section 7.01.
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Amendment
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6
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Section 7.02.
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Governing Law
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6
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Section 7.03.
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Notices
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6
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Section 7.04.
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Severability of Provisions
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6
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Section 7.05.
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Counterparts
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7
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Section 7.06.
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Further Agreements
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7
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Section 7.07.
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Intention of the Parties
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7
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Section 7.08.
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Successors and Assigns: Assignment of Purchase Agreement
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7
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Section 7.09.
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Survival
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8
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Section 7.10.
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Third-Party Beneficiary
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8
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i
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Schedule I :
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Mortgage Loan
Schedule
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Schedule II
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List of Servicing
Agreements
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ii
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of September 1,
2006 (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 servicer identified therein; and
WHEREAS, the Seller is a party to the letter agreement dated
September 1, 2006 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 and the Letter
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 September 1, 2006 (the “
Pooling Agreement ”), among the Purchaser, as
depositor, the Seller, as seller, and Deutsche Bank National Trust
Company, 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.
1
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 October 3, 2006 (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 each 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 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 as assignee of the Purchaser, 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.
2
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 $2,958,462,507.53
(which amount includes accrued interest) and to transfer to the
Seller or its designees on the Closing Date the Class C, Class P
and Class R Certificates (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, the
fees and expenses of the Trustee 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 Purcha