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Document Preview Mortgage Loan Purchase Agreement |
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Title: |
Mortgage Loan Purchase Agreement |
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Entities: |
CNL Retirement Properties Inc; Greenwich Capital Financial Products, Inc.; Luminent Mortgage Capital; Wells Fargo Bank, NA |
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Date: |
2006 |
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Size: |
40KB total |
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Price: |
$43 |
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ID: |
#2549844 |
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Start of Preview |
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Execution
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 May 1, 2006
Adjustable-Rate Mortgage Loans
Luminent Mortgage Trust 2006-4
Mortgage Loan Pass-Through Certificates, Series 2006-4
Table of Contents
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Page | |||
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ARTICLE I DEFINITIONS |
2 | |||
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Section 1.01. |
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Definitions |
2 |
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ARTICLE II SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE |
3 | |||
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Section 2.01. |
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Sale of Mortgage Loans; Assignment of the Servicing Agreements |
3 |
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Section 2.02. |
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Obligations of the Seller Upon Sale and Assignment |
3 |
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Section 2.03. |
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Payment of Purchase Price for the Mortgage Loans |
4 |
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ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH |
5 | |||
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Section 3.01 |
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Sponsor Representations and Warranties Relating to the Mortgage Loans |
5 |
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Section 3.02. |
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Representations and Warranties |
5 |
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Section 3.03. |
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Remedies for Breach of Representations and Warranties |
8 |
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ARTICLE IV SELLERS COVENANTS |
8 | |||
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Section 4.01. |
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Covenants of the Seller |
8 |
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ARTICLE V ATTORNEYS FEES |
9 | |||
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Section 5.01. |
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Attorneys Fees |
9 |
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ARTICLE VI TERMINATION |
9 | |||
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Section 6.01. |
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Termination |
9 |
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ARTICLE VII MISCELLANEOUS PROVISIONS |
9 | |||
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Section 7.01. |
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Amendment |
9 |
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Section 7.02. |
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Governing Law |
9 |
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Section 7.03. |
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Notices |
9 |
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Section 7.04. |
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Severability of Provisions |
10 |
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Section 7.05. |
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Counterparts |
10 |
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Section 7.06. |
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Further Agreements |
11 |
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Section 7.07. |
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Intention of the Parties |
11 |
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Section 7.08. |
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Successors and Assigns: Assignment of Purchase Agreement |
11 |
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Section 7.09. |
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Survival |
12 |
i
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Schedule I: |
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Mortgage Loan Schedule |
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Schedule II: |
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Assignment Agreements |
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ii
THIS MORTGAGE LOAN PURCHASE AGREEMENT, dated as of May 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);
WHEREAS, the Seller is a party to the following servicing agreements (each a Servicing Agreement, collectively, the Servicing Agreements) pursuant to which the Mortgage Loans are to be initially serviced by certain servicers as indicated below (each a Servicer, collectively, the Servicers):
1. Amended and Restated Master Interim Servicing Agreement, dated as of January 1, 2006, between Greenwich Capital Financial Products, Inc. (GCFP) and GMAC Mortgage Corporation (GMACM), as servicer, as reconstituted pursuant to a Reconstituted Servicing Agreement, dated as of May 1, 2006, between GCFP, GMACM, the Sponsor and the Seller, and acknowledged by HSBC Bank, National Association, as trustee (in such capacity, the Trustee) and Wells Fargo Bank, N.A., as master servicer (in such capacity, the Master Servicer);
2. Master Flow Sale and Servicing Agreement, dated and effective as of May 1, 2006 (Adjustable Rate Conventional Mortgage Loans, Group No. 2004-NC1), as reconstituted pursuant to a Reconstituted Servicing Agreement, dated as of May 1, 2006, between GCFP, GMACM, the Sponsor and the Seller, and acknowledged by the Trustee and the Master Servicer;
3. Master Mortgage Loan Purchase and Servicing Agreement, dated as of January 1, 2006, between GCFP and National City Mortgage Co. (National City), as servicer, as reconstituted pursuant to a Reconstituted Servicing Agreement, dated as of May 1, 2006, between GCFP, National City, the Sponsor and the Seller, and acknowledged by the Trustee and the Master Servicer;
4. Flow Sale and Servicing Agreement, dated as of January 24, 2006 (the Paul Financial Servicing Agreement), between the Sponsor, Mercury Mortgage Finance Statutory Trust, the Seller and Paul Financial, LLC (Paul Financial), as servicer, as reconstituted pursuant to a Reconstituted Servicing Agreement, dated as of May 1, 2006, between GCFP, Paul Financial, the Sponsor and the Seller, and acknowledged by the Trustee and the Master 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
1
WHEREAS, the parties hereto desire that the Seller sell the Mortgage Loans, including the Mortgages, and assign the Sellers rights under the Servicing Agreements and the Assignment Agreements (as defined herein) 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 May 1, 2006 (the Pooling and Servicing Agreement), among the Purchaser, the Sponsor, Wells Fargo Bank, N.A., as master servicer and securities administrator, and 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.
Assignment Agreements: Each of the assignment and recognition agreements or reconstituted servicing agreements identified on Schedule II hereto.
GCFP: Greenwich Capital Financial Products, Inc.
Reserved Rights: With respect to each Mortgage Loan, any rights identified in the related Assignment Agreement as being reserved by the Seller and not assigned to the Purchaser pursuant to such Assignment Agreement.
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.
Servicing Rights: With respect to any SRO Mortgage Loan, shall mean any and all of the following: (a) the right to terminate the SRO Servicer as servicer of such Mortgage Loan, with or without cause, subject to Section 3.03 of the Pooling Agreement; (b) the right to transfer the Servicing Rights and/or all servicing obligations with respect to such SRO Mortgage Loan, subject to Section 3.03 of the Pooling Agreement; (c) the right to the Servicing Fee, less an amount to be retained by the SRO Servicer, as its servicing compensation as agreed to by the SRO Owner and the SRO Servicer and (d) powers and privileges incident to any of the foregoing.
2
SRO Mortgage Loans: Each Mortgage Loan identified as such on the Mortgage Loan Schedule.
SRO Owner: GCFP, as owner of the Servicing Rights with respect to the SRO Mortgage Loans.
SRO Servicer: GMACM, in its respective capacity as Servicer of the related SRO Mortgage Loans.
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) (other than (a) the Servicing Rights with respect to the SRO Mortgage Loans and (b) any Reserved Rights with respect to the Mortgage Loans); (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.
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