SUBSEQUENT TRANSFER AGREEMENT
EXECUTION
This
SUBSEQUENT TRANSFER AGREEMENT dated as of November 9, 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
(“Deutsche Bank” or the “Trustee”);
WHEREAS,
the parties hereto are also among the parties to the Pooling and Servicing
Agreement dated as of September 1, 2007, among the Depositor, the Seller, Xxxxx
Fargo Bank, N.A., as securities administrator and master servicer, Xxxxxxx
Fixed
Income Services Inc., as credit risk manager, and the Trustee (the “Pooling
Agreement”), in relation to the HarborView Mortgage Loan Trust 2007-7 (the
“Trust”);
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 (i) convey such Subsequent
Mortgage Loans
to the
Trustee and (ii) assign the Depositor’s rights under the assignment, assumption
and recognition agreements identified on Schedule B hereto (the “Subsequent
Assignment Agreements”) to the Trustee, for the benefit of the
Certificateholders, and the Trustee desires to accept such conveyance and
assignment; 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:
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1.
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The
parties hereto agree as follows:
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(i)
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The
“Subsequent Transfer Date” with respect to this Subsequent Transfer
Agreement shall be November 9, 2007, and the “Subsequent Cut-off Date”
with respect to this Subsequent Transfer Agreement and the Subsequent
Mortgage Loans transferred hereby shall be the Close of Business
in New
York City on (i) solely with respect to the Subsequent Mortgage Loans
originated by Xxxxxx Savings and Loan Association, F.A., October 1,
2007 and (ii) solely with respect to the Subsequent Mortgage Loans
originated by American Home Mortgage Corp., First Federal Bank of
California and Xxxx Financial LLC, November 1,
2007.
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(ii)
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The
“Aggregate Subsequent Purchase Amount” with respect to this Subsequent
Transfer Agreement shall be $45,676,779.90; provided,
however,
that such amount shall not exceed the amount on deposit in the Prefunding
Account. The Aggregate Subsequent Purchase Amount shall be used to
purchase Subsequent Mortgage Loans for Loan Group
2.
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(iii)
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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.
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(iv)
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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.
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| 2. |
The
Seller hereby agrees to the
following:
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(i)
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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.
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(ii)
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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.
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(iii)
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The
Seller hereby makes the representations and warranties as set forth
in
Section 2.05 of the Pooling Agreement to the Trustee on behalf of
the
Certificateholders with respect to any Subsequent Mortgage Loans
that were
originated by the Supported
Originator.
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(iv)
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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 as of the Subsequent Transfer Date with respect
to the
Subsequent Mortgage Loans.
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(v)
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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 as of the Subsequent Transfer
Date.
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| 3. |
The
Depositor hereby agrees to the
following:
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(i)
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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 (a) 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 and (b) all of the Depositor’s rights and interest (but none of
its obligations) under the Subsequent Assignment
Agreements.
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(ii)
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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 as of the Subsequent Transfer
Date.
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| 4. |
It
is expressly understood and agreed by the parties hereto that
(a) this letter agreement is executed and delivered by Deutsche Bank,
not individually or personally but solely as the trustee, in the
exercise
of the powers and authority conferred and vested in it, (b) the
representations, undertakings and agreements herein made on the part
of
the Trust are made and intended not as personal representations,
undertakings and agreements by Deutsche Bank but are made and intended
for
the purpose of binding only the Trust, (c) nothing herein contained
shall be construed as creating any liability on Deutsche Bank,
individually or personally, to perform any covenant either expressed
or
implied contained herein, all such liability, if any, being expressly
waived by the parties who are signatories to this letter agreement
and by
any person claiming by, through or under such parties and (d) under
no circumstances shall Deutsche Bank be personally liable for the
payment
of any indebtedness or expenses of the Trust or be liable for the
breach
or failure of any obligation, representation, warranty or covenant
made or
undertaken by the Trust under this letter agreement.
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5.
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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.
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6.
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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.
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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.
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GREENWICH
CAPITAL ACCEPTANCE, INC.,
as
Depositor
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| By: | /s/ Xxx Xxxxxxxxxx | |
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Name:
Xxx Xxxxxxxxxx
Title:
Vice President
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GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.,
as
Seller
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| By: | /s/ Xxx Xxxxxxxxxx | |
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Name:
Xxx Xxxxxxxxxx
Title:
Vice President
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DEUTSCHE
BANK NATIONAL TRUST COMPANY,
not
in its individual capacity, but solely as Trustee on behalf of the
Trust
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| By: | /s/ Hang Xxx | |
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Name:
Hang Xxx
Title:
Authorized Signer
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SCHEDULE
A
SUBSEQUENT
MORTGAGE LOAN SCHEDULE
[To
be
retained in a separate closing binder entitled “HarborView 2007-7 Mortgage
Loan
Schedule”
at the Washington DC office of XxXxx Xxxxxx LLP]
SCHEDULE
B
LIST
OF
SUBSEQUENT ASSIGNMENT AGREEMENTS
1. Subsequent
Transfer Agreement, dated November 9, 2007, among GCFP, GCA and Deutsche Bank
National Trust Company
2. Assignment
and Recognition Agreement, dated November 9, 2007, among GCFP, GCA and Xxxxxx
Savings and Loan Association, F.A.
3. Assignment
and Recognition Agreement, dated November 9, 2007, among GCFP, GCA and First
Federal Bank of California
4. Assignment
and Recognition Agreement, dated November 9, 2007, among GCFP, GCA and Xxxx
Financial LLC
