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Exhibit 4.2
EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
This
Mortgage Loan Purchase Agreement (this "Agreement"), dated January
30,
2007, 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 (a) that certain Mortgage Loan Flow Purchase,
Sale and
Servicing Agreement,
dated as of August 1,
2005, by and among the
Seller, as
purchaser, PHH
Mortgage Corporation ("PHH") and Bishop's Gate Residential
Mortgage Trust
("Bishop's
Gate"), each as sellers, as amended by (b) that
certain Amendment
No. 1 to Mortgage
Loan Flow Purchase, Sale and Servicing
Agreement, dated
January 30, 2006,
by and among the
Seller, PHH and
Bishop's
Gate, (c) that certain
Regulation AB Compliance Addendum to Mortgage Loan Flow
Purchase, Sale and
Servicing Agreement, dated as of January 1, 2006,
by and
among the Seller, PHH
and Bishop's Gate, and (d) that certain related Warranty
Bill of Sale, dated
August 31, 2005 and September 29, 2005, respectively
(collectively, the
"PHH Agreements"),
the Seller purchased
the mortgage loans
listed on Exhibit I (the "PHH Mortgage Loans") from PHH or Bishop's
Gate, as
applicable, and PHH currently services the PHH Mortgage Loans;
WHEREAS, pursuant to
(a) that certain
Mortgage Loan Purchase, Warranties
and Servicing
Agreement, dated
August 1, 2004,
between Chase Home Finance LLC
(as successor
by merger to Chase Manhattan Mortgage Corporation, "CHF"),
JPMorgan Chase Bank,
National Association,
(as successor in
interest to Chase
Manhattan Mortgage Corporation, "Chase Bank"), and the Seller, as
amended by (b)
the Amendment Reg AB
to the Mortgage Loan
Purchase, Warranties
and Servicing
Agreement, dated
October 16, 2006 by and among the Seller, CHF, and Chase Bank
(collectively, the
"Chase Agreements"), the Seller purchased the mortgage loans
listed on Exhibit II (the "Chase Mortgage Loans") from Chase Bank and CHF and
Chase Bank currently services the Chase Mortgage Loans;
WHEREAS, pursuant to
(a) 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")), as
purchaser,
and Countrywide Home Loans, Inc., as seller
("Countrywide"), as
amended by (b) that
certain Amendment
No. 1, dated as of
July 1, 2003, by and among BAMCC, Countrywide and the Seller,
(c) that certain
Amendment No. 2, dated as of September 1, 2004, by and among BAMCC,
Countrywide
and the Seller, (d)
that certain Amendment
Reg AB to the Master
Mortgage Loan
Purchase and Servicing
Agreement,
dated as of January 1,
2006, by and between
Countrywide and the Seller, and (e) that certain Purchase
Confirmation,
dated
September 29, 2004, by and between Countrywide and the Seller
(collectively, the
"Countrywide
Agreements"), the
Seller purchased the
mortgage loans listed
on
Exhibit III (the "Countrywide Mortgage Loans") from Countrywide
and Countrywide
currently services the Countrywide Mortgage Loans;
WHEREAS, pursuant
to (a) 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), as purchaser, and National City Mortgage,
as seller ("National
City Mortgage"), as
amended by (b) that certain Amendment
No. 1, dated as of July 1, 2004, by and among BAMCC, National City Mortgage and
the Seller, (c) that
certain Master
Assignment,
Assumption
and Recognition
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Agreement, dated as of July 1, 2004, by and among BAMCC, National
City Mortgage,
the Seller and
Wachovia Bank, National Association ("Wachovia"), (d) that
certain Amendment No.
2, dated as of October 1, 2004, by and between National
City Mortgage and the Seller, (e) that certain Amendment No. 3,
dated August 11,
2005, by and between
National City
Mortgage and the
Seller, (f) 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, (g) that certain Assignment and Conveyance
Agreement,
dated December 12,
2006, by and between
National City Mortgage and the Seller,
and (h) that certain Assignment and Conveyance Agreement, dated
January 8, 2007,
by and between
National City Mortgage and the Seller (collectively, the
"National City Mortgage Agreements"), the Seller purchased the mortgage loans
listed on Exhibit IV (the "National City Mortgage Loans") from National City
Mortgage and National
City Mortgage currently services the National City
Mortgage Loans;
WHEREAS, pursuant to
(a) that certain Flow Sale and Servicing Agreement,
dated as of February
1, 2004, by and between the Seller (as successor in
interest to BAMCC),
as purchaser, and SunTrust Mortgage, Inc., as seller
("SunTrust"), as
amended by (b) that certain Amendment No. 1, dated as of
June
1, 2004, by and
between the Seller and SunTrust, (c) that certain Master
Assignment, Assumption
and Recognition
Agreement, dated
September 1, 2004, by
and among BAMCC,
SunTrust, the Seller
and Wachovia, (d) that certain Amendment
No. 2, dated as of November 1, 2004, by and between the Seller and
SunTrust, (e)
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,
(f) that certain
Memorandum of Sale,
dated May 25,
2006, by and between the
Seller and SunTrust,
(g) that certain
Memorandum of Sale, dated July 25, 2006,
by and between the Seller and SunTrust, (h) that certain Memorandum of Sale,
dated August 25,
2006, by and between the Seller and
SunTrust, and (i) that
certain Memorandum of
Sale, dated December
15, 2006, by and between the Seller
and SunTrust (collectively, the "SunTrust Agreements"), the Seller
purchased the
mortgage loans listed on Exhibit V (the "SunTrust Mortgage Loans")
from SunTrust
and SunTrust currently services the SunTrust Mortgage Loans;
WHEREAS, pursuant to
(a) that certain
Mortgage Loan Purchase and Sale
Agreement (Amended
and Restated), dated as of July 1, 2003, by and among
Washington Mutual Bank
fsb ("WMB fsb"),
Washington Mutual Bank ("WMB") and the
Seller (as successor in interest to BAMCC), as purchaser (as
amended by (i) that
certain Master
Assignment, Assumption
and Recognition
Agreement, dated as
of
July 1, 2004 (the "MAAR"), by and among BAMCC, the Seller and WMB,
and (ii) that
certain Regulation
AB Amendment to the Mortgage Loan Purchase and Sale
Agreement, dated as of
January 1, 2006, by and among WMB fsb, WMB and the
Seller), (b) the Servicing Agreement (Amended and Restated), dated
as of July 1,
2003, by and between the Seller and WMB, as servicer (as amended by
(i) the MAAR
and (ii) that certain Regulation AB Amendment to the Servicing
Agreement, dated
as of January 1, 2006, by and between WMB and the Seller), (c) that
certain Term
Sheet, dated
October 26, 2005,
by and among the
Seller, WMB and WMB
fsb, (d)
that certain Term
Sheet, dated April 25,
2006, by and between the Seller and
WMB, (e) that certain Term Sheet, dated June 21, 2006, by and
between the Seller
and WMB, (f) that certain Term Sheet, dated August 24, 2006, by and
between the
Seller and WMB, and (g) that certain Term Sheet, dated December 22,
2006, by and
between the Seller and WMB (collectively, the "WAMU Agreements"), the Seller
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purchased the mortgage
loans listed on Exhibit VI (the "WAMU Mortgage Loans")
from WMB or WMB fsb, as applicable, and WMB currently services the
WAMU Mortgage
Loans;
WHEREAS, pursuant
to (a) that
certain Master Seller's Warranties and
Servicing Agreement,
dated as of March 1,
2005, by and between the Seller, as
purchaser, and Wells
Fargo Bank, National
Association, as seller
and servicer
("Wells Fargo Bank"
and together with PHH,
Bishop's Gate,
CHF, Countrywide,
National City Mortgage, SunTrust, WMB and WMB fsb, the
"Underlying Transferors"
and each, an "Underlying Transferor"), (b) that certain Master Mortgage Loan
Purchase Agreement,
dated as of March
1, 2005, by and between Seller, as
purchaser, and Wells
Fargo Bank, as seller, (c) that certain Second Amended and
Restated Master Seller's Warranties and Servicing Agreement,
dated as of May 1,
2006, by and between Seller, as purchaser, and Wells Fargo Bank, as seller
and
servicer, (d) that
certain Second
Amended and Restated
Master Mortgage Loan
Purchase Agreement,
dated as of May 1, 2006, by and between Seller, as
purchaser, and Wells
Fargo Bank, as seller,
(e) that certain
Assignment
and
Conveyance Agreement,
dated April 26, 2005,
(f) that certain
Assignment
and
Conveyance Agreement,
dated August 26, 2005,
(g) that certain
Assignment and
Conveyance Agreement, dated September 27, 2005, and (h) those
certain Assignment
and Conveyance
Agreements (2006-W103
and 2006-W113),
each dated December
20,
2006, each by and between Seller and Wells Fargo Bank
(collectively, the
"Wells
Fargo Agreements" and
together with the PHH Agreements, the Chase Agreements,
the Countrywide Agreements, the National City Mortgage
Agreements, the SunTrust
Agreements and the
WAMU Agreements,
the "Transfer Agreements"), the Seller
purchased the mortgage
loans listed on
Exhibit VII (the "Wells Fargo Mortgage
Loans" and together with the PHH Mortgage Loans, the Chase Mortgage Loans,
the
Countrywide Mortgage
Loans, the National City Mortgage Loans, the SunTrust
Mortgage Loans and the WAMU Mortgage Loans, the "Assigned
Mortgage Loans")
from
Wells Fargo and Wells Fargo currently services the Wells Fargo
Mortgage Loans;
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; and
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
January 30, 2007 (the "Pooling and Servicing Agreement"), among the Purchaser,
as depositor, U.S.
Bank National Association, as trustee (the "Trustee"),
and
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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 2007-1 Trust (the
"Trust").
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 2007-1
(the "Certificates") or, if not defined therein, in the
underwriting agreement
dated January 29, 2007 (the "Underwriting Agreement"),
between the Purchaser
and Banc of America
Securities
LLC, or in the
purchase
agreement, dated
January 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 $851,851,089.98 (the "Purchase
Price").
Upon
payment of the Purchase Price, the Seller shall be deemed to have
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 and 3.05 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, Sections 3.04.03 and 3.04.06
of the Buyer'
Correspondent Direct
Seller Guide and the Correspondent Loan
Purchase and Sale
Agreement, dated
August 18, 2006, by
and between the Seller
and Baltimore American
Mortgage Corp., Inc.,
with respect to the BANA Mortgage
Loans purchased by the Seller from Baltimore American Mortgage Corp., Inc.,
the
remedy provisions of Part I: General Information, Sections 3.04.03 and 3.04.06
of the Buyer'
Correspondent Direct
Seller Guide and the Correspondent Loan
Purchase and Sale Agreement, dated November 20, 2006, by and
between the Seller
and Metrocities Mortgage, LLC, with respect to the BANA Mortgage
Loans purchased
by the Seller from Metrocities Mortgage, LLC, the remedy provisions of
Sections
3.04 and 3.05 of the Master Bulk Sale and Interim Servicing
Agreement, dated
as
4
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of December 1, 2005,
between the Seller and
MortgageIT, Inc., with
respect to
the BANA Mortgage
Loans purchased by the Seller from
MortgageIT,
Inc., the
remedy provisions
of Sections 3.04 and
3.05 of the SunTrust
Agreements, with
respect to the SunTrust Mortgage Loans purchased by the Seller from
SunTrust,
the remedy provisions
of Sections 3.04 and 3.05 of the Master
Bulk Sale and
Interim Servicing
Agreement, dated as of
December 1, 2005,
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 any fees payable by a Mortgagor for
the right to
cancel any portion of
principal or interest of a BPP Mortgage Loan). 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 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 January 30, 2007, by and among the Seller,
the
Purchaser, the
Trustee, Bishop's Gate
and PHH, (b) the Assignment, Assumption
and Recognition Agreement, dated January 30, 2007, by and
among the Seller, the
Purchaser, the
Trustee, CHF and Chase Bank, (c) the Assignment, Assumption and
Recognition Agreement,
dated January 30, 2007, by and among the Seller,
the
Purchaser, the Trustee, Countrywide Home Loans Servicing LP and
Countrywide, (d)
the Assignment, Assumption and Recognition Agreement, dated January
30, 2007, by
and among the Seller, the Purchaser, the Trustee and National City
Mortgage, (e)
the Assignment, Assumption and Recognition Agreement, dated January
30, 2007, by
and among the Seller, the Purchaser, the Trustee and SunTrust, (f) the
Assignment, Assumption and Recognition Agreement, dated January 30,
2007, by and
among the Seller, the
Purchaser,
the Trustee, WMB fsb and WMB, and (g) the
Assignment, Assumption and Recognition Agreement, dated January 30,
2007, by and
among the Seller, the Purchaser, the Trustee and Wells Fargo Bank.
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
under the related Transfer 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
under any applicable
representation
or warranty made by it. 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. 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
(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(o)
below), without
regard to whether such Underlying Transferor 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
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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 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, 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;
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(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,
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 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;
(p) 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;
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(q) 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 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
described therein and
the Seller has, and
the Purchaser
will have,
the full
right to sell and assign the same to the Trustee;
(r) With respect to any Assigned Mortgage Loan covered by a title
insurance policy,
the originator is the
sole insured of such
mortgagee title
insurance policy,
such mortgagee title
insurance policy is in full force and
effect and will inure to the benefit of the Purchaser upon the
consummation
of
the transactions
contemplated by this Agreement, no cla
