GREENWICH CAPITAL ACCEPTANCE, INC., as Purchaser and MAIA MORTGAGE FINANCE STATUTORY TRUST, as Seller and LUMINENT MORTGAGE CAPITAL, INC. as Sponsor MORTGAGE LOAN PURCHASE AGREEMENT Dated as of February 1, 2006 Adjustable-Rate Mortgage Loans Luminent...
EXHIBIT
4.2
GREENWICH
CAPITAL ACCEPTANCE, INC.,
as
Purchaser
and
MAIA
MORTGAGE FINANCE STATUTORY TRUST,
as
Seller
and
LUMINENT
MORTGAGE CAPITAL, INC.
as
Sponsor
Dated
as
of February 1, 2006
Adjustable-Rate
Mortgage Loans
Mortgage
Loan Pass-Through Certificates, Series 2006-2
Table
of Contents
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Page
|
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ARTICLE
I DEFINITIONS
|
2
|
|
Section
1.01. Definitions
|
2
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ARTICLE
II SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
|
2
|
|
Section
2.01. Sale of Mortgage Loans; Assignment of the Servicing
Agreements
|
2
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|
Section
2.02. Obligations of the Seller Upon Sale and Assignment
|
3
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Section
2.03. Payment of Purchase Price for the Mortgage Loans
|
4
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|
ARTICLE
III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
|
4
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Section
3.01 Sponsor Representations and Warranties Relating to the Mortgage
Loans
|
4
|
|
Section
3.02. Representations and Warranties
|
5
|
|
Section
3.03. Remedies for Breach of Representations and
Warranties
|
7
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ARTICLE
IV SELLER’S COVENANTS
|
8
|
|
Section
4.01. Covenants of the Seller
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8
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ARTICLE
V ATTORNEYS’ FEES
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8
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Section
5.01. Attorneys' Fees
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8
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ARTICLE
VI TERMINATION
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8
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|
Section
6.01. Termination
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8
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|
ARTICLE
VII MISCELLANEOUS PROVISIONS
|
9
|
|
Section
7.01. Amendment
|
9
|
|
Section
7.02. Governing Law
|
9
|
|
Section
7.03. Notices
|
9
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|
Section
7.04. Severability of Provisions
|
10
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|
Section
7.05. Counterparts
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10
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Section
7.06. Further Agreements
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10
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Section
7.07. Intention of the Parties
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11
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Section
7.08. Successors and Assigns: Assignment of Purchase
Agreement
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11
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Section
7.09. Survival
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11
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| Schedule I: Mortgage Loan Schedule |
THIS
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of February 1, 2006 (the
“Agreement”),
is
made and entered into among Luminent Mortgage Capital, Inc. (the “Sponsor”),
Maia
Mortgage Finance Statutory Trust (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 and the Sponsor are parties to the Flow Sale and Servicing Agreement
dated as of January 24, 2006, among the Sponsor, Mercury Mortgage Finance
Statutory Trust and the Seller, as purchasers, and Xxxx Financial, LLC
(“PF”),
as
company (the “FSSA”),
as
reconstituted by that certain reconstituted servicing agreement dated as of
February 1, 2006, between Greenwich Capital Acceptance, Inc., as depositor,
the
Seller, the Sponsor, PF, as servicer, and Xxxxx Fargo Bank, N.A., as master
servicer and securities administrator, and acknowledged by HSBC Bank U.S.A.
National Association, as trustee (the “Xxxx
Financial Reconstituted Servicing Agreement,”
together with the FSSA, the “Xxxx
Financial Servicing Agreement”);
and
WHEREAS,
the Seller is the assignee of all rights and obligations of the purchaser under
the Master Mortgage Loan Purchase and Servicing Agreement dated as of April
1,
2003, between Greenwich Capital Financial Products, Inc., as purchaser, and
Countrywide Home Loans, Inc. (“CHL”),
as
seller and servicer (the “MMLPSA”),
as
amended by that certain Amendment Number One dated as of November 1, 2004,
between Greenwich Capital Financial Products, Inc. (“GCFP”)
and
CHL (the “Amendment
Number One”),
as
further amended on December 1, 2005 by that certain Amendment Reg AB to the
Master Mortgage Loan Purchase and Servicing Agreement dated as of December
1,
2005 (the “Amendment
Reg AB”),
between GCFP and CHL, and as further amended by a certain assignment and
recognition agreement dated January 31, 2006, among the Seller, GCFP and CHL
(the “ARA,”
together with the MMLPSA, Amendment Number One and the Amendment Reg AB, the
“Servicing
Agreement”),
and a
party to that certain reconstituted servicing agreement dated as of February
1,
2006, between the Purchaser, as depositor, the Seller, the Sponsor, CHL,
Countrywide Home Loans Servicing LP (“Countrywide”),
as
servicer, and Xxxxx Fargo Bank, N.A., as master servicer and securities
administrator, and acknowledged by HSBC Bank U.S.A. National Association, as
trustee (the “Reconstituted
Countrywide Servicing Agreement,”
together with the Servicing Agreement, the “Countrywide
Servicing Agreement,”
and
the Countrywide Servicing Agreement, together with the Xxxx Financial Servicing
Agreement, the “Servicing
Agreements”);
and
WHEREAS,
the Mortgage Loans are currently being serviced under the Servicing Agreements
by the related servicers identified therein; and
-1-
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 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 February 1, 2006 (the “Pooling
and Servicing Agreement”),
among
the Purchaser, the Sponsor, Xxxxx Fargo Bank, N.A., as master servicer and
securities administrator, and HSBC Bank USA, National Association, as trustee
(the “Trustee”),
the
Purchaser will convey the Mortgage Loans to the Trustee on behalf of the trust
fund created by the Pooling and Servicing Agreement (the “Trust
Fund”).
NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01. Definitions.
“Servicing
Fee”:
With
respect to each Servicer and the Mortgage Loans serviced by such 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 and Servicing Agreement.
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 (other than any premium amounts paid by the Seller in connection
with the purchase of any Mortgage Loan) and the related Mortgage File, 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 that has become an REO Property;
(iii) its interest in any insurance policies in respect of the Mortgage Loans
(including any insurance proceeds) and (iv) all proceeds of any of the
foregoing.
-2-
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
each Servicing 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 each Servicing Agreement as if the Purchaser
had
been a party to each 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, 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, cause the Custodian to deliver 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 original Mortgage Notes
and the Servicing Agreements. Notwithstanding the foregoing, the Seller will
not
be under any obligation to deliver, indirectly through a custodian, any mortgage
loan that is not a Mortgage Loan as defined herein.
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, including, without limitation, Articles 8 and 9 of the Uniform
Commercial Code in effect in the applicable state). The Seller authorizes the
Purchaser, to the extent consistent with this Agreement, to take such actions
with respect to the filing and continuation of UCC financing statements 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.
Without limiting the generality of the foregoing, the Seller hereby agrees
to
take such actions on the Closing Date required of the Seller by Section 2.01
of
the Pooling and Servicing Agreement as are necessary under applicable law
(including but not limited to the relevant UCC) in order to perfect the interest
of the Trustee in the related Mortgaged Property.
-3-
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 $[[819,501,970.08]]
(which amount includes accrued interest), and transfer of the Class X, Class
PO,
Class A-R Certificates and the Subordinate Certificates to the Seller (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, 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. Sponsor
Representations and Warranties Relating to the Mortgage Loans.
(a) The
Sponsor hereby makes the representations and warranties set forth in Section
3.02 of the Xxxx Financial Servicing Agreement with respect to the related
Mortgage Loans and by this reference incorporated herein, to the Depositor
and
the Trustee, as of the Closing Date or, if applicable, such other date as may
be
specified therein.
(b) The
Sponsor hereby makes the representation that with respect to each representation
and warranty with respect to any Mortgage Loan made by the Originator in the
Countrywide Servicing Agreement that is made as of the related Closing Date
(as
defined in the Countrywide Servicing Agreement), no event has occurred since
the
related Closing Date (as defined in the Countrywide Servicing Agreement) in
respect of the sale of the Mortgage Loans from CHL to GCFP that would render
such representations and warranties to be untrue in any material respect as
of
the Closing Date.
-4-
(c) With
respect to any breach of representation or warranty set forth in this Section
3.01, the Sponsor shall cure, repurchase or substitute the related Mortgage
Loan
in accordance with and in the manner specified in the Pooling and Servicing
Agreement. In any event, however, the Sponsor shall not be responsible for
any
delinquencies on the Mortgage Loans after the related Cut-off Date. Further,
the
Sponsor shall not have any obligation to cure, repurchase or substitute for
a
Mortgage Loan due to a breach of representation or warranty of Countrywide
that
occurred at or prior to the related Closing Date (as defined in the Countrywide
Servicing Agreement).
Section
3.02. Representations
and Warranties.
(a) 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 business
trust under the laws of the State of Maryland 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, and 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
Seller holds all necessary licenses, certificates and permits from all
governmental authorities necessary for conducting its business as it is
presently conducted. It is not required to obtain the consent of any other
party
or any consent, license, approval or authorization from, or registration or
declaration with, any governmental authority, bureau or agency in connection
with the execution, delivery, performance, validity or enforceability of this
Agreement, except for such consents, licenses, approvals or authorizations,
or
registrations or declarations, as the case may be, as should have been obtained
or filed, prior to the Closing Date.
(iv) 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;
(v) 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;
-5-
(vi) 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;
(vii) to
the
extent each Originator has delivered good, marketable and indefeasible title
to
the Mortgage Loans to the Seller, 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 other than any security interest
that is being released on the Closing Date and the Seller has not received
any
notice or otherwise has any actual knowledge of any title impairment with
respect to the Mortgage Loans;
(viii) the
Mortgage Loans are not being transferred by the Seller with any intent to
hinder, delay or defraud any creditors of the Seller;
(ix) 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;
(x) 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;
(xi) 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;
(xii) the
Seller is not insolvent, nor will the Seller be made insolvent by the transfer
of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending
insolvency.
-6-
(b) The
Sponsor represents, warrants and covenants to the Purchaser as of the Closing
Date or as of such other date specifically provided herein:
(i) the
Sponsor is duly organized, validly existing and in good standing as a
corporation under the laws of the State of Maryland 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
Sponsor has the power and authority to execute, deliver and perform, and to
enter into and consummate, all transactions contemplated by this Agreement.
The
Sponsor has duly authorized the execution, delivery and performance of this
Agreement, has duly executed and delivered this Agreement and this Agreement,
and assuming due authorization, execution and delivery by the Purchaser,
constitutes a legal, valid and binding obligation of the Sponsor, 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 Sponsor and the performance
of
and compliance with the terms of this Agreement will not violate the Sponsor’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 Sponsor is a party or which may be applicable to the
Sponsor or its assets;
(iv) the
Sponsor is not in violation of, and the execution and delivery of this Agreement
by the Sponsor 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 Sponsor or its assets, which
violation might have consequences that would materially and adversely affect
the
condition (financial or otherwise) or the operation of the Sponsor or its assets
or might have consequences that would materially and adversely affect the
performance of its obligations and duties hereunder;
(v) the
Sponsor 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) there
are
no actions or proceedings against, or investigations known to it of, the Sponsor
before any court, administrative or other tribunal (A) that might prohibit
its
entering into this Agreement or (B) that might prohibit or materially and
adversely affect the performance by the Sponsor of its obligations under, or
validity or enforceability of, this Agreement; and
(vii) no
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Sponsor
of,
or compliance by the Sponsor 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.
Section
3.03. Remedies
for Breach of Representations and Warranties.
It
is
understood and agreed that (i) the representations and warranties set forth
in
Sections 3.01 and 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.
-7-
It
is
understood and agreed that the representations and warranties set forth in
Section 3.01 hereof shall survive delivery of the respective Mortgage Files
to
the Trustee on behalf of the Purchaser.
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
or
assume any Lien on any Mortgage Loan, or any interest therein; it will notify
the Trustee, as assignee of the Purchaser, and the Certificate Insurer 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
ATTORNEYS’
FEES
Section
5.01. Attorneys’
Fees. If
any
action or proceeding arising under this Agreement is finally adjudicated by
a
court of competent jurisdiction, the unsuccessful party shall pay reasonable
attorneys’ fees and costs of the successful party.
ARTICLE
VI
TERMINATION
Section
6.01. Termination.
The
respective obligations and responsibilities of the Seller, the Sponsor and
the
Purchaser created hereby shall terminate, except for the obligations under
Section 5.01, upon the termination of the Trust as provided in Article X of
the
Pooling and Servicing Agreement.
-8-
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 and with the prior written
consent of the Certificate Insurer.
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:
Maia
Mortgage Finance Statutory Trust
One
Commerce Square,
0000
Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx,
XX 00000
Attention:
Luminent 2006-2
Telephone:
(000) 000-0000
or
such
other address as may hereafter be furnished to the Purchaser and the Sponsor
in
writing by the Seller.
if
to the
Sponsor:
Luminent
Mortgage Capital, Inc.
One
Commerce Square,
0000
Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx,
XX 00000
Attention:
Luminent 2006-2
Telephone:
(000) 000-0000
Fax:
(000) 000-0000
-9-
or
such
other address as may hereafter be furnished to the Purchaser and the Seller
in
writing by the Sponsor.
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 and the Sponsor in
writing by the Purchaser.
If
to the
Certificate Insurer:
Financial
Security Assurance Inc.
00
Xxxx
00xx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Surveillance Department
Telecopy
number: (000) 000-0000
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.
-10-
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. Further, and without limiting the foregoing,
the
transfer of the Mortgage Loans to the Depositor at the Closing Date will be
treated by the Seller for financial accounting and reporting purposes as a
sale.
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. The Certificate Insurer is an intended third party
beneficiary of this Agreement, entitled to enforce the provisions hereof as
if
it were a party hereto. The transfer of the Mortgage Loans to the Purchaser
at
the Closing Date will be treated by the Seller for financial accounting and
reporting purposes as a financing.
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 Sponsor, the Purchaser and the Trustee. The obligations of the
Seller and the Sponsor 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, and without the prior written consent of the
Certificate Insurer except that the Purchaser acknowledges and agrees that
the
Seller and the Sponsor may assign its obligations hereunder to any Person into
which the Seller or the Sponsor is merged or any corporation resulting from
any
merger, conversion or consolidation to which the Seller or the Sponsor is a
party or any Person succeeding to the business of the Seller or the Sponsor;
provided that such Person executes and an agreement of assumption to perform
every obligation of the Seller or the Sponsor, as applicable, under this
Agreement. 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 and the Sponsor 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 and the
Sponsor 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. The Seller
or
the Sponsor, as applicable, shall provide notice of any merger, conversion,
consolidation or succession pursuant to this Section 7.08 to the Trustee and
the
Certificate Insurer.
Section
7.09. Survival.
The
representations and warranties set forth in Sections 3.01 and 3.02 and the
provisions of Article V hereof shall survive the purchase of the Mortgage Loans
hereunder.
-11-
IN
WITNESS WHEREOF, the Seller, the Sponsor 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/ Xxxx Xxxxxxxx | |
|
Name: Xxxx Xxxxxxxx |
||
| Title: Senior Vice President | ||
|
MAIA
MORTGAGE FINANCE STATUTORY TRUST,
as
Seller
|
||
| |
|
|
| By: | /s/ Xxxxxxxxxxx Zyden | |
|
Name: Xxxxxxxxxxx Zyden |
||
| Title: Trustee & President | ||
|
LUMINENT
MORTGAGE CAPITAL, INC.,
as
Sponsor
|
||
| |
|
|
| By: | /s/ Xxxxxxxxxxx X. Zyden | |
|
Name: Xxxxxxxxxxx X. Zyden |
||
| Title: Chief Financial Officer | ||
-12-
| STATE OF | ) | |
| ) ss.: | ||
| COUNTY OF | ) |
On
the 22nd day of February 2006 before me, a Notary Public in and for said
State, personally appeared Xxxx Xxxxxxxx, known to me to be
a Senior VP of GREENWICH CAPITAL ACCEPTANCE, INC., the
corporation that executed the within instrument, and also known to me to be
the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
/s/
Xxxxxxxx X.
Xxxxxxxx
Notary
Public
My
Commission Expires on 6/30/09
-13-
| STATE OF | ) | |
| ) ss.: | ||
| COUNTY OF | ) |
On
the
23rd of February 2006 before me, a Notary Public in and for said State,
personally appeared Xxxxxxxxxxx X. Zyden, known to me to be a Trustee &
President MAIA MORTGAGE FINANCE STATUTORY TRUST, the company that executed
the within instrument, and also known to me to be the person who executed it
on
behalf of said business trust, and acknowledged to me that such corporation
executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
/s/
Xxxxx
Xxxx
Notary
Public
My
Commission Expires on 2/14/09
-14-
| STATE OF | ) | |
| ) ss.: | ||
| COUNTY OF | ) |
On
the 23rd day of February 2006 before me, a Notary Public in and for said
State, personally appeared Xxxxxxxxxxx X. Zyden, known to me to be
a Trustee & President LUMINENT MORTGAGE CAPITAL, INC. the company
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
/s/
Xxxxx
Xxxx
Notary
Public
My
Commission Expires on 2/14/09
-15-
SCHEDULE
I
MORTGAGE
LOAN SCHEDULE
On
file
with XxXxx Xxxxxx LLP
I-1
