GREENWICH CAPITAL ACCEPTANCE, INC., as Purchaser and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., as Seller MORTGAGE LOAN PURCHASE AGREEMENT Dated as of July 1, 2007 Fixed and Adjustable-Rate Mortgage Loans HarborView Mortgage Loan Trust Mortgage Loan...
EXECUTION
GREENWICH
CAPITAL ACCEPTANCE, INC.,
as
Purchaser
and
GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.,
as
Seller
Dated
as
of July 1, 2007
Fixed
and
Adjustable-Rate Mortgage Loans
HarborView
Mortgage Loan Trust
Mortgage
Loan Pass-Through Certificates, Series 2007-6
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
|
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
3.01.
|
[Reserved]
|
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
|
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:
|
List
of Servicing Agreements
|
This
MORTGAGE LOAN PURCHASE AGREEMENT dated as of July 1, 2007 (the “Agreement”),
is
made and entered into between Greenwich Capital Financial Products, Inc.
(the
“Seller”
or
“GCFP”)
and
Greenwich Capital Acceptance, Inc. (“GCA”
or
the
“Purchaser”).
WHEREAS,
the Seller is the owner of the notes or other evidence of indebtedness
(the
“Mortgage
Notes”)
so
indicated on Schedule I hereto (the “Mortgage Loan Schedule”), 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
hereto (the “Servicing
Agreements”)
pursuant to which the Mortgage Loans are to be serviced by the respective
servicer identified therein (the “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,
pursuant to the terms of that certain Pooling and Servicing Agreement dated
as
of July 1, 2007 (the “Pooling
and Servicing Agreement”),
among
the Purchaser, as depositor, the Seller, Xxxxx Fargo Bank, N.A., as master
servicer (the “Master
Servicer”)
and
securities administrator (the “Securities
Administrator”),
Deutsche Bank National Trust Company, as trustee (the “Trustee”)
and as
a custodian, and Xxxxxxx Fixed Income Services Inc., as credit risk manager,
the
Purchaser will convey the Mortgage Loans to the Trustee.
ARTICLE
I
DEFINITIONS
AND SCHEDULES
Section
1.01. Definitions.
“Servicer”:
Each
of GMAC Mortgage, LLC (“GMACM”), First Republic Bank, Countrywide Home Loans
Servicing LP, American Home Mortgage Servicing, Inc. and Central Mortgage
Company (“Central Mortgage”), each in its respective capacity as Servicer of the
Mortgage Loans.
“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 Servicing Agreements.
“Servicing
Rights”:
With
respect to any SRO Mortgage Loan serviced by GMACM or Central Mortgage,
any and
all of the following: (a) the right, under the related Servicing Agreement,
to
terminate GMACM or Central Mortgage, as applicable, as servicer of such
SRO
Mortgage Loan, with or without cause, (b) the right, under the related
Servicing
Agreement, to transfer the Servicing Rights and/or all servicing obligations
with respect to such SRO Mortgage Loan; (c) the right to determine the
Subservicing Fee with each SRO Servicer with respect to each SRO Mortgage
Loan
(provided
that
such Subservicing Fee shall not exceed the Servicing Fee) and (d) all powers
and
privileges incident to any of the foregoing.
“Servicing
Rights Owner”:
GCFP,
or any of its successors or assigns.
“SRO
Mortgage Loans”:
Any
Mortgage Loans for which Central Mortgage or GMACM is the related SRO Servicer
and GCFP is the Servicing Rights Owner, and which are identified in the
Mortgage
Loan Schedule.
“SRO
Servicer”:
Central Mortgage or GMACM, as applicable, in its capacity as Servicer of
the
related SRO Mortgage Loans.
“Subservicing
Fee”:
With
respect to each SRO Servicer and each SRO Mortgage Loan serviced by such
SRO
Servicer and for any calendar month, the subservicing fee payable to such
SRO
Servicer determined pursuant to the applicable Servicing Agreement.
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 July 30, 2007 (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 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 the Servicing Rights with respect to the
SRO
Mortgage Loans (each as defined in the Pooling and Servicing Agreement);
(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 to the extent relating to the Mortgage Loans (other
than the Servicing Rights with respect to the SRO Mortgage Loans). The
Purchaser
hereby accepts such assignment, and shall be entitled to exercise all such
rights of the Seller under the Servicing Agreements as if the Purchaser
had been
a party to 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 the information required to be set
forth
on the Mortgage Loan Schedule 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 $
703,128,117.00 (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 existing and in good standing as a corporation
under the laws of the State of Delaware and is and will remain in compliance
with the laws of each state in which any Mortgaged Property is located
to the
extent necessary to fulfill its obligations hereunder;
(ii) the
Seller has the power and authority to hold each Mortgage Loan, to sell
each
Mortgage Loan, to execute, deliver and perform, and to enter into and
consummate, all transactions contemplated by this Agreement. The Seller
has duly
authorized the execution, delivery and performance of this Agreement, has
duly
executed and delivered this Agreement and this Agreement, assuming due
authorization, execution and delivery by the Purchaser, constitutes a legal,
valid and binding obligation of the Seller, enforceable against it in accordance
with its terms except as the enforceability thereof may be limited by
bankruptcy, insolvency or reorganization or other similar laws in relation
to
the rights of creditors generally;
(iii) the
execution and delivery of this Agreement by the Seller and the performance
of
and compliance with the terms of this Agreement will not violate the Seller’s
articles of incorporation or by-laws or constitute a default under or result
in
a material breach or acceleration of, any material contract, agreement
or other
instrument to which the Seller is a party or which may be applicable to
the
Seller or its assets;
(iv) the
Seller is not in violation of, and the execution and delivery of this Agreement
by the Seller and its performance and compliance with the terms of this
Agreement will not constitute a violation with respect to, any order or
decree
of any court or any order or regulation of any federal, state, municipal
or
governmental agency having jurisdiction over the Seller or its assets,
which
violation might have consequences that would materially and adversely affect
the
condition (financial or otherwise) or the operation of the Seller or its
assets
or might have consequences that would materially and adversely affect the
performance of its obligations and duties hereunder;
(v) the
Seller does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant contained in this
Agreement;
(vi) the
Seller has good, marketable and indefeasible title to the Mortgage Loans,
free
and clear of any and all liens, pledges, charges or security interests
of any
nature encumbering the Mortgage Loans and upon the payment of the Purchase
Price
by the Purchaser, the Purchaser will have good and marketable title to
the
Mortgage Notes and Mortgage Loans, free and clear of all liens or
encumbrances;
(vii) the
Mortgage Loans are not being transferred by the Seller with any intent
to
hinder, delay or defraud any creditors of the Seller;
(viii) there
are
no actions or proceedings against, or investigations known to it of, the
Seller
before any court, administrative or other tribunal (A) that might prohibit
its
entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
Loans or the consummation of the transactions contemplated by this Agreement
or
(C) that might prohibit or materially and adversely affect the performance
by
the Seller of its obligations under, or validity or enforceability of,
this
Agreement;
(ix) no
consent, approval, authorization or order of any court or governmental
agency or
body is required for the execution, delivery and performance by the Seller
of,
or compliance by the Seller with, this Agreement or the consummation of
the
transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been obtained;
and
(x) the
consummation of the transactions contemplated by this Agreement are in
the
ordinary course of business of the Seller, and the transfer, assignment
and
conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
to
this Agreement are not subject to the bulk transfer or any similar statutory
provisions.
Section
3.03. Remedies
for Breach of Representations and Warranties.
It is
understood and agreed that (i) the representations and warranties set forth
in
Section 3.02 shall survive the sale of the Mortgage Loans to the Purchaser
and
shall inure to the benefit of the Purchaser and the Trustee, notwithstanding
any
restrictive or qualified endorsement on any Mortgage Note or Assignment
or the
examination or lack of examination of any Mortgage File and (ii) the remedies
for the breach of such representations and warranties and for the failure
to
deliver the documents referred to in Section 2.02 hereof shall be as set
forth
in Section 2.03 of the Pooling and Servicing Agreement. Upon discovery
by either
the Seller or the Purchaser of a breach of any of the representations and
warranties set forth in Section 3.02 that adversely and materially affects
the
value of the related Mortgage Loan or the interest therein of the
Certificateholders or the Certificate Insurer, the party discovering such
breach
shall give prompt written notice to the other party. Within 90 days of
the
discovery of any such breach, the Seller shall either (a) cure such breach
in
all material respects, (b) repurchase such Mortgage Loan or any property
acquired in respect thereof from the Purchaser at the applicable Purchase
Price
(as defined in the Pooling and Servicing Agreement) or (c) within the two-year
period following the Closing Date, as applicable, substitute a Qualifying
Substitute Mortgage Loan for the affected Mortgage Loan, each as set forth
in
Section 2.03 of the Pooling and Servicing Agreement.
ARTICLE
IV
SELLER’S
COVENANTS
Section
4.01. Covenants
of the Seller.
The
Seller hereby covenants that, except for the transfer hereunder, it will
not
sell, pledge, assign or transfer to any other Person, or grant, create,
incur,
assume or suffer to exist any Lien on any Mortgage Loan, or any interest
therein; it will notify the Trustee, as assignee of the Purchaser, of the
existence of any Lien on any Mortgage Loan immediately upon discovery thereof;
and it will defend the right, title and interest of the Trust, as assignee
of
the Purchaser, in, to and under the Mortgage Loans, against all claims of
third
parties claiming through or under the Seller; provided,
however,
that
nothing in this Section 4.01 shall prevent or be deemed to prohibit the
Seller
from suffering to exist upon any of the Mortgage Loans any Liens for municipal
or other local taxes and other governmental charges if such taxes or
governmental charges shall not at the time be due and payable or if the
Seller
shall currently be contesting the validity thereof in good faith by appropriate
proceedings and shall have set aside on its books adequate reserves with
respect
thereto.
ARTICLE
V
[Reserved]
ARTICLE
VI
TERMINATION
Section
6.01. Termination.
The
respective obligations and responsibilities of the Seller and the Purchaser
created hereby shall terminate, except for the Seller’s indemnity obligations as
provided herein, upon the termination of the Trust as provided in Article
X of
the Pooling and Servicing Agreement.
ARTICLE
VII
MISCELLANEOUS
PROVISIONS
Section
7.01. Amendment.
This
Agreement may be amended from time to time by the Seller and the Purchaser
by
written agreement signed by the parties hereto.
Section
7.02. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of New York, without reference to its conflict of law provisions
(other
than Section 5-1401 of the General Obligations Law), and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance
with
such laws.
Section
7.03. Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid, addressed as follows:
if
to the
Seller:
Greenwich
Capital Financial Products, Inc.
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
Attention:
Legal Department
or
such
other address as may hereafter be furnished to the Purchaser in writing
by the
Seller.
if
to the
Purchaser:
Greenwich
Capital Acceptance, Inc.
000
Xxxxxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxxxx 00000
Attention:
Legal Department
or
such
other address as may hereafter be furnished to the Seller in writing by
the
Purchaser.
Section
7.04. Severability
of Provisions.
If any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall
in no way
affect the validity of enforceability of the other provisions of this
Agreement.
Section
7.05. Counterparts.
This
Agreement may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, which may be transmitted by telecopier
each of which, when so executed, shall be deemed to be an original and
such
counterparts, together, shall constitute one and the same
agreement.
Section
7.06. Further
Agreements.
The
parties hereto each agree to execute and deliver to the other such additional
documents, instruments or agreements as may be necessary or reasonable
and
appropriate to effectuate the purposes of this Agreement or in connection
with
the issuance of the Certificates representing interests in the Trust Fund,
including the Mortgage Loans.
Without
limiting the generality of the foregoing, as a further inducement for the
Purchaser to purchase the Mortgage Loans from the Seller, the Seller will
cooperate with the Purchaser in connection with the sale of the Certificates.
In
that connection, the Seller will provide to the Purchaser any and all
information and appropriate verification of information, whether through
letters
of its auditors and counsel or otherwise, as the Purchaser shall reasonably
request and will provide to the Purchaser such additional representations
and
warranties, covenants, opinions of counsel, letters from auditors, and
certificates of public officials or officers of the Seller as are reasonably
required in connection with the offering of the Certificates.
Section
7.07. Intention
of the Parties.
It is
the intention of the parties that the Purchaser is purchasing, and the
Seller is
selling, the Mortgage Loans rather than pledging such Mortgage Loans to
secure a
loan by the Purchaser to the Seller. Accordingly, the parties hereto each
intend
to treat the transaction as a sale by the Seller, and a purchase by the
Purchaser, of the Mortgage Loans. The Purchaser will have the right to
review
the Mortgage Loans and the related Mortgage Files to determine the
characteristics of the Mortgage Loans which will affect the Federal income
tax
consequences of owning the Mortgage Loans and the Seller will cooperate
with all
reasonable requests made by the Purchaser in the course of such
review.
Section
7.08. Successors
and Assigns: Assignment of Purchase Agreement.
This
Agreement shall bind and inure to the benefit of and be enforceable by
the
Seller, the Purchaser and the Trustee. The obligations of the Seller under
this
Agreement cannot be assigned or delegated to a third party without the
consent
of the Purchaser which consent shall be at the Purchaser’s sole discretion,
except that the Purchaser acknowledges and agrees that the Seller may assign
its
obligations hereunder to any Person into which the Seller is merged or
any
corporation resulting from any merger, conversion or consolidation to which
the
Seller is a party or any Person succeeding to the business of the Seller.
The
parties hereto acknowledge that the Purchaser is acquiring the Mortgage
Loans
and the rights of the Seller under the Servicing Agreements for the purpose
of
contributing them to a trust that will issue the Certificates representing
undivided interests in such Mortgage Loans. As an inducement to the Purchaser
to
purchase the Mortgage Loans, the Seller acknowledges and consents to the
assignment by the Purchaser to the Trustee of all of the Purchaser’s rights
against the Seller pursuant to this Agreement insofar as such rights relate
to
Mortgage Loans transferred to the Trustee and to the enforcement or exercise
of
any right or remedy against the Seller pursuant to this Agreement by the
Trustee. Such enforcement of a right or remedy by the Trustee shall have
the
same force and effect as if the right or remedy had been enforced or exercised
by the Purchaser directly.
Section
7.09. Survival.
The
representations and warranties set forth in Section 3.02 hereof shall survive
the purchase of the Mortgage Loans hereunder.
IN
WITNESS WHEREOF, the Seller and the Purchaser have caused their names to
be
signed to this Mortgage Loan Purchase Agreement by their respective officers
thereunto duly authorized as of the day and year first above
written.
GREENWICH
CAPITAL ACCEPTANCE, INC.,
as
Purchaser
By: /s/
Xxxxxx Xxxxxxxxxxx
Name:
Xxxxxx Xxxxxxxxxxx
Title:
Senior Vice President
GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.,
as
Seller
By: /s/
Xxxxxx Xxxxxxxxxxx
Name:
Xxxxxx Xxxxxxxxxxx
Title:
Senior Vice President
SCHEDULE
I
MORTGAGE
LOAN SCHEDULE
[To
be retained in a separate closing binder entitled “Harborview 2007-6 Mortgage
Loan Schedule” at the Washington, DC offices of XxXxx Xxxxxx LLP]
I-1
SCHEDULE
II
LIST
OF
SERVICING AGREEMENTS
1. Amended
and Restated Master Interim Servicing Agreement dated as of January 1,
2006,
between GCFP and GMAC Mortgage, LLC (as successor by merger to GMAC Mortgage
Corporation) (“GMACM”), as reconstituted pursuant to a Reconstituted Servicing
Agreement dated as of July 1, 2007, by and between GCFP and GMACM, and
acknowledged by Xxxxx Fargo and Deutsche Bank.
2. Servicing
Agreement dated as of March 1, 2007, between GCFP and Central Mortgage
Company
(“CMC”), as reconstituted pursuant to a Reconstituted Servicing Agreement dated
as of July 1, 2007, by and between GCFP and CMC, and acknowledged by Xxxxx
Fargo
and Deutsche Bank.
3. Master
Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2003,
as
amended by Amendment Number One, dated as of November 1, 2004 and as further
amended by Amendment Regulation AB, dated as of December 1, 2005, between
GCFP
and Countrywide Home Loans Servicing LP (“Countrywide”), as reconstituted
pursuant to a Reconstituted Servicing Agreement dated as of July 1, 2007,
by and
between GCFP and Countrywide, and acknowledged by Xxxxx Fargo and Deutsche
Bank.
4. Master
Mortgage Loan Purchase and Servicing Agreement dated as of July 1, 2003,
as
amended and restated to and including February 1, 2006, between GCFP and
First
Republic Bank (“First Republic”), as reconstituted
pursuant to a Reconstitued Servicing Agreement dated as of July 1, 2007,
by and
between GCFP and First Republic, and
acknowledged by Xxxxx Fargo and Deutsche Bank.
5. Master
Mortgage Loan Purchase and Servicing Agreement dated as of February 1,
2006, by
and between GCFP and Xxxx Financial, LLC (“Xxxx Financial”), as reconstituted
pursuant
to a Reconstitued Servicing Agreement dated as of July 1, 2007, by and
among
GCFP, Xxxx Financial, and
acknowledged by Xxxxx Fargo and Deutsche Bank.
6. Master
Mortgage Loan Purchase and Servicing Agreement dated as of May 1, 2006,
as
amended by Amendment Number One, dated as of May 1, 2007, among GCFP, American
Home Mortgage Corp. (“American Home”) and American Home Mortgage Servicing, Inc.
(“American Home Servicing”), as reconstituted
pursuant to a Reconstitued Servicing Agreement dated as of July 1, 2007,
by and
among GCFP, American Home and American Home Servicing, and
acknowledged by Xxxxx Fargo and Deutsche Bank.
II-1