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Exhibit 4.2
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EXECUTION COPY
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MORTGAGE LOAN PURCHASE AGREEMENT
This
Mortgage Loan Purchase Agreement (this "Agreement"), dated August 30,
2007, is between Banc of America Funding Corporation, a Delaware corporation
(the "Purchaser") and Bank of America, National Association,
a national banking
association (the "Seller").
WHEREAS, pursuant to
(i) that certain
Master Mortgage
Loan Purchase and
Servicing Agreement,
dated as of April 1,
2003, by and between
the Seller (as
successor in interest to Banc of America Mortgage Capital
Corporation ("BAMCC"))
and Countrywide Home Loans, Inc. ("Countrywide") (as amended (a) by
that certain
Amendment No. 1, dated
as of May 1, 2003, by
and among the Seller,
BAMCC and
Countrywide, (b) that
certain Amendment No. 2, dated as of June 1, 2003, by and
among the Seller, BAMCC and Countrywide, (c) that certain Amendment
No. 3, dated
as of September 1, 2003, by and among the Seller, BAMCC, and Countrywide, (d)
that certain
Amendment No. 4, dated as of April 14, 2004, by and among the
Seller, BAMCC and Countrywide, (e) that certain Amendment No. 5,
dated as of May
18, 2004, by and among the Seller,
BAMCC and Countrywide, (f) that certain
Amendment No. 6, dated as of June 30, 2004, by and among the Seller,
BAMCC and
Countrywide and (g)
that certain Amendment
Reg AB to the Master
Mortgage Loan
Purchase and Servicing
Agreement,
dated January 1, 2006, by and between the
Seller and
Countrywide), (ii)
that certain Purchase
Confirmation dated as
of
June 30, 2004 by and between Countrywide and the Seller, and
(iii) that certain
Purchase Confirmation
dated as of July 30,
2004, by and between the Seller and
Countrywide (collectively, the "Countrywide Agreements"),
the Seller
purchased
the mortgage loans listed on Exhibit I hereto (the "Countrywide
Mortgage Loans")
from Countrywide;
WHEREAS, pursuant to
that certain
Assignment, Assumption
and Recognition
Agreement, dated
August 4, 2004, by and among UBS Real Estate Securities Inc.
("UBS"), the Seller,
GMAC Mortgage, LLC
("GMACM") and ABN AMRO Mortgage Group,
Inc. ("ABN AMRO") (the "UBS Agreement"), the Seller purchased the
mortgage loans
listed on Exhibit II hereto (the "UBS Mortgage Loans") from
UBS;
WHEREAS,
pursuant to
(i) that certain Assignment, Assumption and
Recognition Agreement,
dated June 30, 2004,
among DLJ Mortgage
Capital, Inc.
("DLJMC"), Washington Mutual Mortgage Securities Corp. ("WMMSC"),
the Seller and
Washington Mutual
Bank, formerly known
as Washington Mutual
Bank, FA ("WMB"),
(ii) that certain Assignment, Assumption and Recognition
Agreement, dated
July
30, 2004, among DLJMC,
WMMSC and the Seller,
(iii) that certain
Mortgage Loan
Purchase and Sale Agreement (Amended and Restated), dated as of
July 1, 2003, by
and among WMB, Washington Mutual Bank fsb, Washington Mutual Bank
and the Seller
(as successor
in interest to BAMCC) (as
amended by (a) that
certain Master
Assignment, Assumption
and Recognition Agreement, dated as of July 1, 2004, by
and among BAMCC, the Seller, Washington Mutual Bank fsb,
Washington Mutual Bank
and WMB, and (b) that
certain Regulation
AB Amendment to the Mortgage Loan
Purchase and Sale Agreement (Amended and Restated), dated as of
January 1, 2006,
by and among Washington Mutual Bank fsb, WMB and the
Seller, (iv) that
certain
Term Sheet, dated May 17, 2007, by and between WMB and the Seller
(collectively,
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the "WMB Agreements"), the Seller purchased the mortgage loans
listed on Exhibit
III hereto (the "WMB Mortgage Loans") from DLJMC and WMB,
respectively;
WHEREAS, pursuant
to (i) that
certain Master Seller's Warranties and
Servicing Agreement,
dated as of September
1, 2003, by and
between the Seller
(as successor in interest to BAMCC) and National City Mortgage Co. ("National
City Mortgage")
(as amended by (a)
that certain Amendment
No. 1, dated as of
July 1, 2004, by and among BAMCC, National City Mortgage and the Seller,
(b)
that certain Master Assignment, Assumption and Recognition
Agreement, dated
as
of July 1, 2004, by
and among BAMCC,
National City
Mortgage, the Seller and
Wachovia Bank, National Association, (c) that certain Amendment No. 2,
dated as
of October 1, 2004, by and between National City Mortgage and the Seller,
(d)
that certain
Amendment No. 3, dated as of August
11, 2005, by and between
National City
Mortgage and the Seller, and (e) that certain Regulation AB
Compliance Addendum to the Master Seller's Warranties and Servicing
Agreement,
dated as of January 1, 2006, by and between National City Mortgage and the
Seller) and (ii) that certain Assignment and Conveyance
Agreement,
dated March
29, 2007, by and between National City Mortgage and the Seller
(collectively,
the "National City Agreements"), the Seller purchased the mortgage
loans listed
on Exhibit IV hereto (the "National City Mortgage Loans") from National City
Mortgage;
WHEREAS, pursuant to
(i) that certain Flow Sale and Servicing Agreement,
dated as of February
1, 2004, by and between the Seller (as successor in
interest to BAMCC) and SunTrust Mortgage Inc. ("SunTrust") (as amended by (a)
that certain
Amendment No. 1, dated as of June 1, 2004,
by and between the
Seller and
SunTrust, (b) that certain Master Assignment, Assumption and
Recognition Agreement,
dated September 1,
2004, by and among BAMCC, SunTrust,
the Seller and
Wachovia Bank,
(c) that certain
Amendment No. 2, dated as of
November 1, 2004, by and between the Seller and SunTrust, and (d) that certain
Regulation AB
Compliance
Addendum to the Flow
Sale and Servicing
Agreement,
dated as of January 1, 2006, by and between the Seller and
SunTrust), (ii)
that
certain Memorandum
of Sale, dated June 8, 2007, by and between
the Seller and
SunTrust and (iii) that certain Memorandum of Sale, dated July 9, 2007, by and
between the Seller and SunTrust (collectively, the "SunTrust Agreements"),
the
Seller purchased the
mortgage loans listed
on Exhibit V hereto (the "SunTrust
Mortgage Loans") from SunTrust;
WHEREAS, pursuant
to (i) that
certain Master Seller's Warranties and
Servicing Agreement,
dated as of January 1, 2003, by and between the Seller and
Wells Fargo Bank, N.A.
("Wells Fargo Bank") (as amended by (a) that
certain
Amendment No. 1 to the Master Seller's Warranties and Servicing
Agreement, dated
as of April 1, 2003,
by and between the
Seller and Wells Fargo Bank, (b) that
certain Amendment
No. 2 to the Master Seller's Warranties and Servicing
Agreement, dated as of
May 1, 2003, by and
between the Seller and
Wells Fargo
Bank, (c) that certain
Amendment No. 3 to the
Master Seller's
Warranties and
Servicing Agreement,
dated as of July 1,
2003, by and
between the Seller
and
Wells Fargo
Bank, (d) that certain Amendment No. 4 to the Master Seller's
Warranties and Servicing Agreement, dated as of October 1, 2003, by
and between
the Seller and Wells Fargo Bank, (e) that certain Amendment No. 5 to the Master
Seller's Warranties
and Servicing
Agreement, dated as of
May 10, 2004, by and
between the Seller and Wells Fargo Bank), (ii) that certain Master
Mortgage Loan
Purchase Agreement,
dated as of January 1,
2003, by and between the Seller and
Wells Fargo Bank, (iii) that certain Second Amended and Restated
Master Seller's
Warranties and Servicing Agreement, dated as of May 1, 2006, by and
between the
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Seller and Wells Fargo
Bank, (iv) that
certain Second Amended and Restated
Master Mortgage Loan Purchase Agreement, dated as of May 1, 2006,
by and between
the Seller and Wells Fargo Bank, (v) that certain Assignment and Conveyance
Agreement (WFHM
2004-W09),
dated as of February
26, 2004, by and
between the
Seller and Wells
Fargo Bank, (vi) that certain Assignment and Conveyance
Agreement (WFHM
2004-W33),
dated June 28, 2004,
by and between the Seller and
Wells Fargo Bank and (vii) that certain Assignment and Conveyance Agreement
(WFHM 2007-W12), dated April 26, 2007, by and between the Seller
and Wells Fargo
Bank (collectively,
the "Wells Fargo
Agreements"),
the Seller
purchased the
mortgage loans listed
on Exhibit VI hereto (the "Wells Fargo Mortgage Loans")
from Wells Fargo Bank;
WHEREAS, pursuant to
that certain Mortgage
Loan Purchase and
Warranties
Agreement, dated as of
May 1, 2004, by and
between the Seller (as successor in
interest to BAMCC) and Lehman Capital, a division of Lehman Brothers Holdings
Inc. ("Lehman" and,
together with Countrywide, UBS, WMB, DLJMC, National City
Mortgage, SunTrust
and Wells Fargo Bank,
the "Underlying Transferors"), as
seller (the "Lehman
Agreements" and, together with the Countrywide Agreements,
the UBS Agreement,
the WMB Agreements, the National City Agreements, the
SunTrust Agreements and the Wells Fargo Agreements, the "Transfer Agreements"),
the Seller purchased
the mortgage loans
listed on Exhibit VII attached hereto
(the "Lehman Mortgage Loans" and, together with the Countrywide
Mortgage Loans,
the UBS Mortgage
Loans, the WMB
Mortgage Loans,
the National
City Mortgage
Loans, the SunTrust
Mortgage Loans and the Wells Fargo
Mortgage Loans, the
"Assigned Mortgage Loans") from Lehman;
WHEREAS, the Seller is
the owner of the
mortgage loans listed
on Exhibit
VIII (the "BANA Mortgage Loans," and together with the Assigned
Mortgage Loans,
the "Mortgage Loans")
and the related notes or other evidence of indebtedness
(the "BANA Mortgage Notes" and, together with the notes of the
Assigned Mortgage
Loans, the
"Mortgage Notes") or other evidence of ownership, and the other
documents or
instruments
constituting
the related
mortgage file (the "BANA
Mortgage File");
WHEREAS, the
Seller, as of the date hereof, owns the mortgages (the
"Mortgages") on the
properties
(the "Mortgaged Properties") securing such
Mortgage Loans,
including rights (a) to any property acquired by foreclosure or
deed in lieu of
foreclosure
or otherwise, and (b) to the proceeds of any
insurance policies
covering the Mortgage
Loans or the Mortgaged
Properties or
the obligors on the Mortgage Loans;
WHEREAS, the parties
hereto desire that the Seller sell the Mortgage Loans
to the Purchaser and the Purchaser purchase the Mortgage Loans from the Seller
pursuant to the terms of this Agreement; and
WHEREAS, pursuant to the terms of a Pooling and Servicing
Agreement, dated
August 30, 2007 (the "Pooling and Servicing Agreement"), among the
Purchaser, as
depositor, U.S. Bank National Association, as trustee (the
"Trustee"), and Wells
Fargo Bank, as securities administrator (the "Securities
Administrator") and
as
master servicer (the "Master Servicer"), the Purchaser will convey the
Mortgage
Loans to Banc of America Funding 2007-7 Trust (the "Trust").
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NOW,
THEREFORE, in
consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
The
Purchaser and the Seller hereby recite and agree as follows:
1.
Defined Terms. Terms used without definition herein shall have the
respective meanings
assigned to them in
the Pooling and
Servicing Agreement
relating to the issuance of the Purchaser's Mortgage Pass-Through
Certificates,
Series 2007-7
(the "Certificates") or, if not defined therein, in the
underwriting
agreement, dated
August 30, 2007 (the "Underwriting Agreement"),
between the Purchaser
and Banc of America
Securities
LLC, or in the
purchase
agreement, dated
August 30, 2007 (the "Purchase Agreement"), between the
Purchaser and Banc of America Securities LLC.
2.
Purchase Price;
Purchase and Sale.
The Seller agrees to
sell, and the
Purchaser agrees to
purchase, 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, in immediately
available funds, an amount equal to $616,803,736.14 (the "Purchase
Price").
Upon
payment of the
Purchase Price, the Seller shall be deemed to have
transferred, assigned,
set over and otherwise conveyed to the Purchaser all the
right, title and
interest of the Seller
in and to the Mortgage
Loans and all
Mortgage Files,
including all interest and principal received or receivable by
the Seller on or with respect to the Mortgage Loans after the Cut-off Date
(and
including scheduled
payments of
principal and interest due after the
Cut-off
Date but received
by the Seller on or
before the Cut-off
Date and Principal
Prepayments received
or applied on the Cut-off Date, but not including payments
of principal and
interest due on the Mortgage Loans on or before the Cut-off
Date), together
with the remedy
provisions
of Sections
3.04 of the
SunTrust
Agreements, with
respect to the SunTrust Mortgage Loans purchased by the Seller
from SunTrust, the remedy provisions of Section 3.04 of the Master
Bulk Sale and
Interim Servicing
Agreement,
dated as of May 1,
2006, between the
Seller and
American Home Mortgage Corp., with respect to the BANA Mortgage
Loans purchased
by the Seller from American Home Mortgage Corp., the remedy provisions of Part
I: General
Information, Section
3.04.03 of the Buyer's
Correspondent
Direct
Seller Guide and the Correspondent Loan Purchase and Sale
Agreement, dated March
23, 2006, by and
between the Seller and Pinnacle Financial Corporation, with
respect to the BANA
Mortgage Loans purchased by the Seller from Pinnacle
Financial Corporation,
the remedy
provisions of Part I:
General
Information,
Section 3.04.03
of the Buyer's Correspondent Direct Seller Guide and the
Correspondent Loan
Purchase and Sale Agreement, dated December 1, 2005, by and
between the Seller and Taylor, Bean & Whitaker Mortgage Corp., with respect
to
the BANA Mortgage
Loans purchased by the Seller from
Taylor, Bean &
Whitaker
Mortgage Corp. and all of the Seller's rights, title and interest in and to
all
Mortgaged Property and
any related title,
hazard, primary
mortgage, mortgage
pool policy or other insurance policies including all income,
payments, products
and proceeds of any of the foregoing (but excluding (i) any fees payable by
a
Mortgagor for the
right to cancel any portion of principal or interest of a BPP
Mortgage Loan and (ii)
any of the rights the
Seller may have with
respect to
premium recapture or
purchase price
protection). The
Purchaser hereby directs
the Seller,
and the Seller hereby agrees, to deliver to the Trustee all
documents, instruments
and agreements required to be delivered by the Purchaser
to the Trustee
under the Pooling and Servicing Agreement and such other
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documents, instruments
and agreements as the Purchaser or the Trustee shall
reasonably request.
3.
Representations
and Warranties as to
the Assigned Mortgage
Loans. The
representations and
warranties with
respect to the Assigned Mortgage Loans in
the related
Transfer Agreement were made as of the date specified in such
Transfer
Agreement. The
Seller's
right,
title
and interest in such
representations and
warranties
and the remedies in
connection therewith
have
been assigned to the Purchaser pursuant to (a) the Assignment, Assumption and
Recognition Agreement,
dated August 30, 2007, by and among the Seller,
the
Purchaser, the
Trustee and National City Mortgage, (b) the Assignment,
Assumption and
Recognition Agreement,
dated August 30, 2007,
by and among the
Seller, the Purchaser, the Trustee and SunTrust, (c) the
Assignment,
Assumption
and Recognition Agreements, dated August 30, 2007, by and
among the Seller, the
Purchaser, the Trustee and Wells Fargo Bank, (d) the Assignment,
Assumption and
Recognition Agreement,
dated August 30, 2007, by and among the Seller,
the
Purchaser, the Trustee, Countrywide and Countrywide Home Loans
Servicing LP, (e)
the Assignment,
Assumption and Recognition Agreement, dated August 30, 2007, by
and among the Seller,
the Purchaser, the
Trustee and WMB, (f) the Assignment,
Assumption and
Recognition Agreement,
dated August 30, 2007,
by and among the
Seller, the
Purchaser,
the Trustee and CitiMortgage, Inc. and (g) the
Assignment, Assumption
and Recognition Agreement, dated August 30, 2007, by and
among the Seller, the
Purchaser, the Trustee
and GMACM. To the extent that any
fact, condition or event with respect to a Mortgage Loan
constitutes a breach of
both (i) a
representation
or warranty of an Underlying Transferor or the
applicable originator under the related Transfer Agreement or
related underlying
sale agreement and
(ii) a representation
or warranty of the
Seller under this
Agreement, the only
right or remedy of the Purchaser shall be the right to
enforce the
obligations of the
related Underlying
Transferor
or applicable
originator under any applicable representation or warranty made by the
related
Underlying Transferor or applicable originator. The Purchaser acknowledges and
agrees that the
representations and
warranties of the Seller in this Section 3
are applicable
only to facts,
conditions
or events that do not
constitute a
breach of any representation or warranty made by an Underlying
Transferor in the
related Transfer
Agreement or applicable originator in the related
underlying
sale agreement. The Seller shall have no obligation or liability
with respect to
any breach of a
representation
or warranty made by it with respect to the
Mortgage Loans if the
fact, condition or
event constituting
such breach also
constitutes a breach
of a representation
or warranty made by an Underlying
Transferor in the related Transfer Agreement or applicable originator in the
related
underlying sale
agreement
(other
than
with respect to the
representations
or warranties
in Section 3(k), to the extent such
representations and
warranties relate to
predatory or abusive
lending and the
representations and warranties in Section 3(p) below), without
regard to whether
such Underlying
Transferor or
applicable originator
fulfills its
contractual
obligations in
respect of such representation or warranty. Subject to the
foregoing, the Seller
represents
and warrants with respect to the Assigned
Mortgage Loans,
or each Assigned
Mortgage Loan, as the
case may be, as of the
date hereof or such other date set forth herein, that as of the
Closing Date:
(a)
The information set
forth with respect to the Assigned Mortgage Loans
on the mortgage loan schedules attached hereto as Exhibit I,
Exhibit II, Exhibit
III, Exhibit IV,
Exhibit V, Exhibit VI and Exhibit VII (the "Assigned Mortgage
Loan Schedules") provides an accurate listing of the Assigned
Mortgage Loans,
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and the information
with respect to each Assigned Mortgage Loan on the related
Assigned Mortgage Loan
Schedule is true and correct in all material respects at
the date or dates respecting which such information is given;
(b)
No Assigned Mortgage
Loan is more than 30
days delinquent
as of the
Cut-off Date. The Seller has not waived any default, breach, violation or event
of acceleration,
and the Seller has not
taken any action to waive any default,
breach, violation or even of acceleration, with respect to any
Assigned Mortgage
Loan;
(c)
There are no
delinquent taxes,
assessments
that could become a
lien
prior to the related
Mortgage or insurance premiums affecting the related
Mortgaged Property;
(d)
With respect to each Assigned Mortgage Loan, the related
Mortgage has
not been satisfied,
canceled, subordinated
or rescinded, in whole
or in part,
and the related
Mortgaged Property has
not been released from
the lien of the
Mortgage, in whole or
in part, nor has any instrument been executed that would
effect any
such satisfaction, cancellation, subordination, rescission or
release;
(e)
With respect to each
Assigned Mortgage Loan, there is no material
default, breach,
violation or event of acceleration existing under any Mortgage
or the related
Mortgage Note and no
event which,
with the passage of
time or
with notice and the expiration of any grace or cure period,
would constitute a
material default,
breach, violation or
event of acceleration,
and neither the
Seller nor its predecessors have waived any material default,
breach, violation
or event of acceleration;
(f)
With respect to each
Assigned Mortgage
Loan, the related Mortgaged
Property is free of material damage that would affect adversely the
value of the
Mortgaged Property as
security for the
Assigned Mortgage
Loan or the use
for
which the premises were intended;
(g)
With respect to each Assigned Mortgage Loan, to the best of the
Seller's knowledge,
there is no
proceeding
pending for the total or partial
condemnation of the Mortgaged Property;
(h)
With respect to each
Assigned Mortgage
Loan, the related Mortgaged
Property is lawfully
occupied under applicable law; all inspections, licenses
and certificates
required to be made or issued with
respect to all
occupied
portions of each
Mortgaged Property
and, with respect to the use and occupancy
of the same, including
but not limited to certificates of occupancy, have been
made or obtained from
the appropriate
authorities,
except where the failure
would not have a material adverse effect upon the Assigned Mortgage
Loan;
(i)
No Assigned Mortgage Loan is in foreclosure;
(j)
Each Assigned
Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G of the Code and Treas. Reg ss.
1.860G-2;
(k)
Any and all requirements of any federal, state or local law including,
without limitation,
usury, truth in lending, real estate settlement procedures,
consumer credit protections, all applicable predatory and
abusive lending laws,
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equal credit
opportunity or disclosure laws (inclusive of prepayment
charges)
applicable to the origination and servicing of each Assigned
Mortgage Loan have
been complied with;
(l)
Except with respect to each Assigned Mortgage Loan for which the
related Mortgage is
recorded in the name of MERS, the Seller is the sole owner
of record and
holder of the
Assigned Mortgage Loan. With respect to each
Assigned Mortgage
Loan, the related Mortgage Note and the Mortgage are not
assigned or pledged,
and the Seller has good and marketable title thereto and
has full right and authority to transfer and sell the Assigned
Mortgage Loan to
the Purchaser. The
Seller is transferring
the Assigned Mortgage
Loan free and
clear of any and all
encumbrances,
liens, pledges, equities, participation
interests, claims,
agreements with other
parties to sell or otherwise transfer
the Assigned
Mortgage Loan, charges or security interests of any nature
encumbering such Assigned Mortgage Loan;
(m)
With respect to each Assigned Mortgage Loan, the terms of the
Mortgage
Note and Mortgage have
not been impaired,
waived, altered or modified in any
respect, except by a
written instrument which has been recorded, if necessary,
to protect the
interests of the Purchaser and maintain the lien priority of
the
Mortgage and which has been delivered to the Purchaser or its designee. The
substance of any such waiver, alteration or modification has been approved by
the title insurer,
to the extent
required by the policy, and its terms are
reflected on the related Assigned Mortgage Loan Schedule. No instrument of
waiver, alteration or
modification has been executed, and no Mortgagor has been
released, in whole or in part, except in connection with an
assumption agreement
approved by the title insurer, to the extent required by the
policy, and which
assumption agreement
is part of the Mortgage File delivered to the Purchaser or
its designee
and the terms of which are reflected on the related Assigned
Mortgage Loan Schedule;
(n)
The Seller has not dealt with any broker, investment banker, agent or
other Person (other than the Purchaser and Banc of America
Securities
LLC) who
may be entitled to any commission or compensation in connection
with the sale of
the Assigned Mortgage Loans;
(o)
No Assigned Mortgage
Loan is a "high cost"
loan as defined under
any
federal, state or
local law applicable
to such Assigned
Mortgage Loan at
the
time of its origination;
(p)
No Assigned
Mortgage Loan is a High Cost Loan or
Covered Loan, as
applicable (as such terms are defined in S&P's LEVELS(R)
Glossary, which is
now
Version 5.7 Revised,
Appendix E) and no Assigned Mortgage Loan originated on or
after October 1, 2002
through March 6, 2003 is governed
by the Georgia
Fair
Lending Act;
(q)
The hazard insurance
policy on each
Assigned Mortgage Loan has been
validly issued and is
in full force and
effect, and will be in
full force and
effect and inure to the benefit of the Purchaser upon the consummation of the
transactions contemplated by this Agreement;
(r)
With respect to each Assigned Mortgage Loan, each Mortgage
evidences a
valid, subsisting, enforceable and perfected first lien on the
related Mortgaged
Property (including all improvements on the Mortgaged Property).
The lien of the
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Mortgage is
subject only to: (1) liens of current real property taxes and
assessments not yet due and payable and, if the related Mortgaged
Property is a
condominium unit,
any lien for common charges permitted by statute, (2)
covenants, conditions
and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such
Mortgage acceptable
to mortgage lending
institutions
in the area in which
the related
Mortgaged
Property is located and specifically referred to in the lender's
title insurance
policy or attorney's
opinion of title and
abstract of title
delivered to the
originator of such
Mortgage Loan, and (3) such other matters to which like
properties are commonly subject which do not, individually or in the
aggregate,
materially interfere
with the benefits of the security intended to be provided
by the Mortgage. Any security agreement, chattel mortgage or
equivalent document
related to, and
delivered to the Trustee in connection with, a Mortgage Loan
establishes a valid,
subsisting
and enforceable first lien on the property
