SUBSEQUENT TRANSFER AGREEMENT
EXECUTION
This
SUBSEQUENT TRANSFER AGREEMENT dated as of April 23, 2007 (this “Subsequent
Transfer Agreement”), is among GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware
corporation, as depositor (the “Depositor”), GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC., a Delaware corporation, as seller (the “Seller”), and DEUTSCHE
BANK NATIONAL TRUST COMPANY, a national banking association, as trustee (the
“Trustee”);
WHEREAS,
the parties hereto are also among the parties to the Pooling and Servicing
Agreement dated as of March 1, 2007, among the Depositor, the Seller, Xxxxx
Fargo Bank, N.A., as master servicer and securities administrator, Xxxxxxx
Fixed
Income Services Inc., as credit risk manager and the Trustee (the “Pooling
Agreement”), in relation to the HarborView Mortgage Loan Trust Mortgage Loan
Pass-Through Certificates, Series 2007-2;
WHEREAS,
the Seller desires to sell the Subsequent Mortgage Loans set forth on Schedule
A
hereto, including the related Mortgages, to the Depositor and the Depositor
desires to purchase such Subsequent Mortgage Loans;
WHEREAS,
the Depositor desires to convey such Subsequent Mortgage Loans to the Trustee,
for the benefit of the Certificateholders, and the Trustee desires to accept
such conveyance; and
WHEREAS,
Sections 2.01(b) of the Pooling Agreement provides for the parties hereto to
enter into this Subsequent Transfer Agreement in accordance with the terms
and
conditions of the Pooling Agreement;
NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt and adequacy of which are hereby
acknowledged:
| 1. |
The
parties hereto agree as follows:
|
|
(i)
|
The
“Subsequent Transfer Date” with respect to this Subsequent Transfer
Agreement shall be April 23, 2007, and the “Subsequent Cut-off Date” with
respect to this Subsequent Transfer Agreement shall be the Close
of
Business in New York City on April 1,
2007.
|
|
(ii)
|
The
“Aggregate Subsequent Purchase Amount” with respect to this Subsequent
Transfer Agreement shall be $332,685,751.07, provided,
however,
that such amount shall not exceed the amount on deposit in the Prefunding
Account. From the Aggregate Subsequent Purchase Amount, $61,398,557.99
shall be used to purchase Subsequent Mortgage Loans for Loan Group
1 and
$271,287,193.08 shall be used to purchase Subsequent Mortgage Loans
for
Loan Group 2.
|
|
(iii)
|
In
case any provision of this Subsequent Transfer Agreement shall be
invalid,
illegal or unenforceable, the validity, legality and enforceability
of the
remaining provisions or obligations shall not in any way be affected
or
impaired thereby.
|
|
(iv)
|
In
the event of any conflict between the provisions of this Subsequent
Transfer Agreement and the Pooling Agreement, the provisions of the
Pooling Agreement shall prevail. Capitalized terms used herein and
not
otherwise defined have the meanings in the Pooling
Agreement.
|
| 2. |
The
Seller hereby agrees to the
following:
|
|
(i)
|
The
Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date
satisfy
the pool characteristics for the Trust Fund identified in Section
2.01(b)
of the Pooling Agreement.
|
|
(ii)
|
The
Seller hereby sells, transfers, assigns, sets over and otherwise
conveys
to the Depositor, without recourse, all right title and interest
in the
Subsequent Mortgage Loans identified in Schedule A, including all
interest
and principal due on or with respect to such Subsequent Mortgage
Loans
after the Subsequent Cut-off Date and all interest and principal
payments
on such Subsequent Mortgage Loans received prior to the Subsequent
Cut-off
Date in respect of installments of interest and principal due thereafter,
but not including principal and interest due on such Subsequent Mortgage
Loans prior to the Subsequent Cut-off Date, any insurance policies
in
respect of such Subsequent Mortgage Loans and all proceeds of any
of the
foregoing.
|
|
(iii)
|
The
Seller hereby makes the representations and warranties as set forth
in
Section 2.04 of the Pooling Agreement to the Trustee on behalf of
the
Certificateholders and the Certificate Insurer as of the Subsequent
Transfer Date with respect to the Subsequent Mortgage
Loans.
|
|
(iv)
|
The
Seller hereby makes the representations and warranties as set forth
in
Section 2.08 of the Pooling Agreement to the Trustee on behalf of
the
Certificateholders and the Certificate Insurer as of the Subsequent
Transfer Date.
|
| 3. |
The
Depositor hereby agrees to the
following:
|
|
(i)
|
The
Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey to the Trustee
without recourse for the benefit of the Certificateholders all the
right,
title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in and to each Subsequent
Mortgage Loan included on the Mortgage Loan Schedule, including the
related Cut-off Date Principal Balance, all interest due thereon
after the
Subsequent Cut-off Date, all collections in respect of interest and
principal due after the Subsequent Cut-off Date, any insurance proceeds
in
respect of such Subsequent Mortgage Loans and all proceeds of any
of the
foregoing;
|
|
(ii)
|
The
Depositor hereby makes the representations and warranties as set
forth in
Section 2.06 of the Pooling Agreement to the Trustee on behalf of
the
Certificateholders and the Certificate Insurer as of the Subsequent
Transfer Date.
|
|
4.
|
THIS
SUBSEQUENT TRANSFER 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.
|
|
5.
|
This
Subsequent Transfer Agreement may be executed in one or more counterparts,
each of which so executed and delivered shall be deemed an original,
but
all such counterparts together shall constitute but one and the same
instrument.
|
IN
WITNESS WHEREOF, the parties to this Subsequent Transfer Agreement have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.
GREENWICH
CAPITAL ACCEPTANCE, INC.,
as
Depositor
By:
/s/ Xxx
Xxxxxxxxxx
Name: Xxx
Xxxxxxxxxx
Title: Vice
President
GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.,
as
Seller
By:
/s/ Xxx
Xxxxxxxxxx
Name: Xxx
Xxxxxxxxxx
Title: Vice
President
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
not
in its individual capacity, but solely as Trustee
By:
/s/ Xxxxx
Xxxxxxxxxx
Name:
Xxxxx
Xxxxxxxxxx
Title:
Authorized
Signer
SCHEDULE
A
SUBSEQUENT
MORTGAGE LOAN SCHEDULE
[To
be
retained in a separate closing binder entitled “HarborView 2007-2 Mortgage Loan
Schedule” at the Washington DC office of XxXxx Xxxxxx LLP]
