EXECUTION
LEHMAN BROTHERS HOLDINGS
INC.,
SELLER
and
STRUCTURED ASSET
SECURITIES CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND
ASSIGNMENT AGREEMENT
Dated as of October 1,
2006
Structured Asset
Securities Corporation Mortgage Loan Trust
Mortgage Pass-Through
Certificates, Series 2006-BC3
TABLE OF
CONTENTS
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Page
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ARTICLE I. CONVEYANCE OF MORTGAGE
LOANS
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5
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5
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7
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7
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Representations and Warranties of
the Seller.
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8
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22
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22
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ARTICLE II. MISCELLANEOUS
PROVISIONS
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22
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Binding Nature of Agreement;
Assignment.
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23
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Severability of
Provisions.
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23
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23
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Headings Not to Affect
Interpretation.
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24
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24
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24
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SCHEDULE A-1
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Transferred Mortgage Loan Schedule
(including Prepayment Charge Schedule)
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SCHEDULE A-2
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Bank Originated Mortgage Loan
Schedule (including Prepayment Charge Schedule)
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SCHEDULE B
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Mortgage Loan Schedule for First
Payment Default Mortgage Loans
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SCHEDULE C
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Mortgage Loan Schedule for
Seller-paid First Payment Default Mortgage Loans
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SCHEDULE D
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Mortgage Loan Schedule for
Delinquent Loans as of the Cut-off Date
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EXHIBIT A
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Certain Defined Terms
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EXHIBIT B
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Form of Terms Letter
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This MORTGAGE LOAN SALE AND
ASSIGNMENT AGREEMENT, dated as of October 1, 2006 (the
“Agreement”), is executed by and between Lehman
Brothers Holdings Inc. (“LBH” or the
“Seller”) and Structured Asset Securities Corporation
(the “Depositor”).
All capitalized terms not defined
herein or in Exhibit A attached hereto shall have the same meanings
assigned to such terms in that certain trust agreement (the
“Trust Agreement”) dated as of October 1, 2006, among
the Depositor, Wells Fargo Bank, N.A., as master servicer (in such
capacity, the “Master Servicer”) and securities
administrator (in such capacity, the “Securities
Administrator”), Clayton Fixed Income Services Inc., as
credit risk manager and U.S. Bank National Association, as trustee
(the “Trustee”).
WITNESSETH
:
WHEREAS, pursuant to the following
specified mortgage loan purchase and warranties agreement (each, a
“LBH Transfer Agreement”), the Seller has purchased or
received from certain transferors identified below (each, a
“LBH Transferor”) certain mortgage loans, each as
identified on the Mortgage Loan Schedule attached hereto as part of
Schedule A-1 (collectively, the “LBH Transferred Mortgage
Loans”):
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1.
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Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Capital, A Division of
Lehman Brothers Holdings Inc. and FMF Capital LLC and FMF Capital
Group Ltd. dated as of May 1, 2006
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WHEREAS, Lehman Brothers Bank, FSB
(the “Bank”), pursuant to the following specified
mortgage loan purchase and warranties agreements (each, a
“Bank Transfer Agreement,” and together with the LBH
Transfer Agreements, the “Transfer Agreements”), has
purchased or received from certain transferors identified below
(each, a “Bank Transferor,” and together with the LBH
Transferors, the “Transferors”) certain mortgage loans,
each identified on the Mortgage Loan Schedule attached hereto as
part of Schedule A-1 (collectively, the “Bank Transferred
Mortgage Loans” and, together with the LBH Transferred
Mortgage Loans, the “Transferred Mortgage
Loans”):
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1.
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Amended and Restated Flow Mortgage
Loan Purchase and Warranties Agreement by and between Lehman
Brothers Bank, FSB and Accredited Home Lenders, Inc. dated as of
June 22, 2006
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2.
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Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
Mortgage Access Corp. d/b/a Weichert Financial Services dated as of
May 23, 2005 and amended as of January 18, 2006
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3.
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Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
Accredited Home Lenders, Inc. dated as of December 1, 2001, amended
as of June 10, 2002, November 19, 2003, January 2, 2004, September
28, 2004
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4.
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Flow Mortgage Loan Purchase
Agreement by and between Lehman Brothers Bank, FSB and Fieldstone
Mortgage Company dated as of July 1, 2000 and Amendment No. 1 dated
as of July 20, 2001 and further amended by Amendment No. 2 dated as
of October 31, 2002 and reg AB amendment dated as of September 8,
2005
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5.
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Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
Aames Capital Corporation dated as of April 21, 2003, amended as of
September 28, 2004 and as of January 30, 2006
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6.
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Flow Loan Purchase and Warranties
Agreement by and between Lehman Brothers Bank, FSB and Residential
Mortgage Assistance Enterprise, LLC dated as of May 1, 2003 and
amended as of December 29, 2005
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7.
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Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
NC Capital Corporation dated as of May 18, 2004
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8.
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Flow Mortgage Loan Purchase,
Warranties and Servicing Agreement by and between Lehman Brothers
Bank, FSB and Countrywide Home Loans, Inc. dated as of March 1,
2006
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9.
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Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
Metrocities Mortgage Corp. dated as of May 1, 2006
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10.
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Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
National City Mortgage, Co. dated as of May 9, 2005 and amended as
of February 14, 2006
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11.
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Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
Wilmington Finance, Inc. and Wilmington Finance, A Division of AIG
Federal Savings Bank dated as of November 23, 2004 and amended as
of February 1, 2006
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12.
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Amended and Restated Flow Mortgage
Loan Purchase and Warranties Agreement by and between Lehman
Brothers Bank, FSB and Equifirst Corporation and Equifirst Mortgage
Corporation of Minnesota dated as of February 1, 2006
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13.
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Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
Mortgage IT, Inc. dated as of January 6, 2004 and amended for Reg
AB as of February 28, 2006
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WHEREAS, the Bank Transferred
Mortgage Loans, the “Bank Mortgage Loans,” and the Bank
Mortgage Loans, together with the LBH Transferred Mortgage Loans,
collectively referred to hereinafter as the “Mortgage
Loans”;
WHEREAS, pursuant to an assignment
and assumption agreement (the “Assignment and Assumption
Agreement”) dated as of October 1, 2006, between the Bank, as
assignor, and LBH, as assignee, the Bank has assigned all of its
right, title and interest in and to the foregoing Bank Transfer
Agreements, certain of its rights (as described below) under each
PPTL (as defined below) and related Bank Mortgage Loans as listed
on Schedule A-1, in the case of Bank Transferred Mortgage Loans, or
Schedule A-2, in the case of the Bank Originated Mortgage Loans,
and LBH has accepted the rights and benefits of, and assumed the
obligations of the Bank under, the Bank Transfer
Agreements;
WHEREAS, LBH is a party to the
following servicing agreements (collectively, the “Servicing
Agreements”) pursuant to which the Mortgage Loans are to be
initially serviced by certain servicers as indicated below (each, a
“Servicer,” and collectively, the
“Servicers”):
1. Securitization Servicing Agreement
dated as of October 1, 2006, by and among LBH, JPMorgan Chase Bank,
National Association, as servicer, and the Master Servicer, and
acknowledged by the Trustee;
2. Securitization Servicing Agreement
dated as of October 1, 2006, by and among LBH, HomEq Servicing
Corporation, as servicer, and the Master Servicer, and acknowledged
by the Trustee;
3. Securitization Subservicing
Agreement dated as of October 1, 2006, by and among LBH, Wells
Fargo Bank, N.A., as servicer, and the Master Servicer, and
acknowledged by the Trustee;
4. Reconstituted Servicing Agreement
dated as of October 1, 2006, by and between LBH and Countrywide
Home Loans Servicing LP, as servicer, Countrywide Home Loans, Inc.,
and acknowledged by the Master Servicer and the Trustee;
5. Securitization Subservicing
Agreement dated as of October 1, 2006, by and among LBH, Option One
Mortgage Corporation, as servicer, and the Master Servicer, and
acknowledged by the Trustee; and
6. Securitization Servicing Agreement
dated as of October 1, 2006, by and among LBH, Aurora Loan Services
LLC, as servicer, and the Master Servicer, and acknowledged by the
Trustee;
WHEREAS, the Seller desires to
sell, without recourse, all of its rights, title and interest in
and to the Mortgage Loans to the Depositor, assign all of its
rights and interest under each Transfer Agreement, the PPTLs and
each Servicing Agreement relating to the Mortgage Loans referred to
above, and delegate all of its obligations thereunder, to the
Depositor; and
WHEREAS, the Seller and the
Depositor acknowledge and agree that the Depositor will convey the
Mortgage Loans on the Closing Date to a Trust Fund created pursuant
to the Trust Agreement, assign all of its rights and delegate all
of its obligations hereunder to the Trustee for the benefit of the
Certificateholders, and that each reference herein to the Depositor
is intended, unless otherwise specified, to mean the Depositor or
the Trustee, as assignee, whichever is the owner of the Mortgage
Loans from time to time.
NOW, THEREFORE, in consideration of
the mutual agreements herein set forth, and for other good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Seller and the Depositor agree as
follows:
ARTICLE I.
CONVEYANCE OF MORTGAGE
LOANS
Section 1.01. Sale of Mortgage Loans
.
(a) Sale of Mortgage Loans
. Concurrently with the
execution and delivery of this Agreement, the Seller does hereby
transfer, assign, set over, deposit with and otherwise convey to
the Depositor, without recourse, subject to Sections 1.03 and 1.04,
all the right, title and interest of the Seller in and to the
Mortgage Loans identified on Schedules A-1 and A-2 hereto, having
an aggregate principal balance of $1,320,154,968.17. Such
conveyance includes, without limitation, the right to all
distributions of principal and interest received on or with respect
to the Mortgage Loans on and after the Cut-off Date, other than
payments of principal and interest due on or before such date, and
all such payments due after such date but received prior to such
date and intended by the related Mortgagors to be applied after
such date, all Prepayment Charges received on or with respect to
the Mortgage Loans on or after the Cut-off Date, together with all
of the Seller’s right, title and interest in and to each
related account and all amounts from time to time credited to and
the proceeds of such account, any REO Property and the proceeds
thereof, the Seller’s rights under any Insurance Policies
relating to the Mortgage Loans, the Seller’s security
interest in any collateral pledged to secure the Mortgage Loans,
including the Mortgaged Properties, and any proceeds of the
foregoing.
Concurrently with the execution and
delivery of this Agreement, the Seller hereby assigns to the
Depositor all of its rights and interest under each Transfer
Agreement (except for any rights against the related Transferor
with respect to (i) first payment date defaults or early payment
date defaults or (ii) reimbursement of any amount in excess of the
Purchase Price for a breach of a representation or warranty;
provided, however, that the Seller hereby assigns to the
Depositor all of its rights and interest against Countrywide Home
Loans, Inc., and Fieldstone Mortgage Company with respect to first
payment date defaults or early payment date defaults on the
Mortgage Loans set forth in Schedule B hereto (the “First
Payment Default Mortgage Loans”), assigned to the Seller
under:
(i) Section 6 of the Purchase Price and
Terms Letter between Lehman Brothers Bank, FSB and Countrywide Home
Loans, Inc. dated as of February 22, 2006,
(ii) Section 6 of the Purchase Price and
Terms Letter between Lehman Brothers Bank, FSB and Countrywide Home
Loans, Inc. dated as of July 19, 2006,
(iii) Section 6 of the Purchase Price and
Terms Letter between Lehman Brothers Bank, FSB and Fieldstone
Mortgage Company dated as of April 6, 2006,
The Seller and the Depositor
further agree that this Agreement incorporates the terms and
conditions of any assignment and assumption agreement or other
assignment document required to be entered into under any of the
Transfer Agreements (any such document, an “Assignment
Agreement”) and that this Agreement constitutes an Assignment
Agreement under such Transfer Agreement, and the Depositor hereby
assumes the obligations of the assignee under each such Assignment
Agreement. Concurrently with the execution hereof, the Depositor
tenders the purchase price set forth in that certain Terms Letter
dated as of the date hereof, the form of which is attached as
Exhibit B hereto (the “Purchase Price”). The Depositor
hereby accepts such assignment and delegation, and shall be
entitled to exercise all the rights of the Seller under each
Transfer Agreement, each PPTL and each Servicing Agreement, other
than any servicing rights thereunder, as if the Depositor had been
a party to each such agreement.
(b) Schedules of Mortgage
Loans . The
Depositor and the Seller have agreed upon which of the Mortgage
Loans owned by the Seller are to be purchased by the Depositor
pursuant to this Agreement and the Seller will prepare on or prior
to the Closing Date a final schedule describing such Mortgage Loans
(the “Mortgage Loan Schedule”). The Mortgage Loan
Schedule shall conform to the requirements of the Depositor as set
forth in this Agreement and to the definition of “Mortgage
Loan Schedule” under the Trust Agreement. The Mortgage Loan
Schedule attached hereto as Schedule A-1 specifies those Mortgage
Loans that are Transferred Mortgage Loans and the Mortgage Loan
Schedule attached hereto as Schedule A-2 specifies those Mortgage
Loans that are Bank Originated Loans each of which categories of
Bank Originated Mortgage Loans have been assigned by the Bank to
the Seller pursuant to the Assignment and Assumption
Agreement.
Section 1.02. Delivery of Documents
.
(a) In connection with such transfer and
assignment of the Mortgage Loans hereunder, the Seller shall, at
least three (3) Business Days prior to the Closing Date, deliver,
or cause to be delivered, to the Depositor (or its designee) the
documents or instruments with respect to each Mortgage Loan (each,
a “Mortgage File”) so transferred and assigned, as
specified in the related Transfer Agreements or Servicing
Agreements.
(b) For Mortgage Loans (if any) that
have been prepaid in full on or after the Cut-off Date and prior to
the Closing Date, the Seller, in lieu of delivering the related
Mortgage Files, herewith delivers to the Depositor an
Officer’s Certificate which shall include a statement to the
effect that all amounts received in connection with such prepayment
that are required to be deposited in the Collection Account
maintained by the Master Servicer for such purpose have been so
deposited.
Section 1.03. Review of Documentation
.
The Depositor, by execution and
delivery hereof, acknowledges receipt of the Mortgage Files
pertaining to the Mortgage Loans listed on the Mortgage Loan
Schedule, subject to review thereof by LaSalle Bank National
Association, Wells Fargo Bank, N.A., Deutsche Bank National Trust
Company and U.S. Bank National Association, as applicable (each, a
“Custodian” and, collectively, the
“Custodians”), for the Depositor. Each Custodian is
required to review, within 45 days following the Closing Date, each
applicable Mortgage File. If in the course of such review the
related Custodian identifies any Material Defect, the Seller shall
be obligated to cure such Material Defect or to repurchase the
related Mortgage Loan from the Depositor (or, at the direction of
and on behalf of the Depositor, from the Trust Fund), or to
substitute a Qualifying Substitute Mortgage Loan therefor, in each
case to the same extent and in the same manner as the Depositor is
obligated to the Trustee and the Trust Fund under Section 2.02(c)
of the Trust Agreement.
Section 1.04. Representations and Warranties of
the Seller .
(a) The Seller hereby represents and
warrants to the Depositor that as of the Closing Date:
(i) the Seller is a corporation duly
organized, validly existing and in good standing under the laws
governing its creation and existence and has full corporate power
and authority to own its property, carry on its business as
presently conducted and enter into and perform its obligations
under the Assignment and Assumption Agreement and this
Agreement;
(ii) the execution and delivery by the
Seller of the Assignment and Assumption Agreement and this
Agreement have been duly authorized by all necessary corporate
action on the part of the Seller; neither the execution and
delivery of the Assignment and Assumption Agreement or this
Agreement, nor the consummation of the transactions therein or
herein contemplated, nor compliance with the provisions thereof or
hereof, will conflict with or result in a breach of, or constitute
a default under, any of the provisions of any law, governmental
rule, regulation, judgment, decree or order binding on the Seller
or its properties or the certificate of incorporation or bylaws of
the Seller;
(iii) the execution, delivery and
performance by the Seller of the Assignment and Assumption
Agreement and this Agreement and the consummation of the
transactions contemplated thereby and hereby do not require the
consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, any state,
federal or other governmental authority or agency, except such as
has been obtained, given, effected or taken prior to the date
hereof;
(iv) each of the Assignment and
Assumption Agreement and this Agreement has been duly executed and
delivered by the Seller and, assuming due authorization, execution
and delivery by the Bank, in the case of the Assignment and
Assumption Agreement, and the Depositor, in the case of this
Agreement, constitutes a valid and binding obligation of the Seller
enforceable against it in accordance with its respective terms,
except as such enforceability may be subject to (A) applicable
bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally and (B) general
principles of equity regardless of whether such enforcement is
considered in a proceeding in equity or at law; and
(v) there are no actions, suits or
proceedings pending or, to the knowledge of the Seller, threatened
or likely to be asserted against or affecting the Seller, before or
by any court, administrative agency, arbitrator or governmental
body (A) with respect to any of the transactions contemplated by
the Assignment and Assumption Agreement or this Agreement or (B)
with respect to any other matter which in the judgment of the
Seller will be determined adversely to the Seller and will if
determined adversely to the Seller materially and adversely affect
it or its business, assets, operations or condition, financial or
otherwise, or adversely affect its ability to perform its
obligations under the Assignment and Assumption Agreement or this
Agreement.
(b) The representations and warranties
of each Transferor with respect to the Mortgage Loans in the
applicable Transfer Agreement were made as of the date of such
Transfer Agreement. To the extent that any fact, condition or event
with respect to a Transferred Mortgage Loan constitutes a breach of
both (i) a representation or warranty of a Transferor under the
applicable Transfer Agreement and (ii) a representation or warranty
of the Seller under this Agreement, the sole right or remedy of the
Depositor with respect to a breach by the Seller of such
representation and warranty (except in the case of a breach by the
Seller of the representations made by it pursuant to Sections
1.04(b)(xiii), (xiv), (xv), (xvi), (xvii), (xviii) and (xix)),
shall be the right to enforce the obligations of such Transferor
under any applicable representation or warranty made by it. The
representations made by the Seller pursuant to Sections
1.04(b)(xiii), (xiv), (xv), (xvi), (xvii), (xviii) and (xix) shall
be direct obligations of the Seller. The Depositor acknowledges and
agrees that the representations and warranties of the Seller in
this Section 1.04(b) (except in the case of those representations
and warranties made pursuant to Sections 1.04(b)(xiii), (xiv),
(xv), (xvi), (xvii), (xviii) and (xix)) are applicable only to
facts, conditions or events that do not constitute a breach of any
representation or warranty made by the related Transferor in the
applicable 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 Transferred Mortgage Loans
(except in the case of those representations and warranties made by
it pursuant to Sections 1.04(b)(xiii), (xiv), (xv), (xvi), (xvii),
(xviii) and (xix)) if the fact, condition or event constituting
such breach also constitutes a breach of a representation or
warranty made by the related Transferor in such Transfer Agreement,
without regard to whether the related Transferor fulfills its
contractual obligations in respect of such representation or
warranty; provided, however , that if the related
Transferor fulfills its obligations under the provisions of such
Transfer Agreement by substituting for the affected Mortgage Loan a
mortgage loan which is not a Qualifying Substitute Mortgage Loan,
the Seller shall, in exchange for such substitute mortgage loan,
provide the Depositor (a) with the applicable Purchase Price for
the affected Mortgage Loan or (b) within the two-year period
following the Closing Date, with a Qualified Substitute Mortgage
Loan for such affected Mortgage Loan.
Subject to the foregoing, the
Seller represents and warrants upon delivery of the Transferred
Mortgage Loans to the Depositor hereunder, as to each, that, as of
the Closing Date:
(i) The information set forth with
respect to the Transferred Mortgage Loans on the Mortgage Loan
Schedule provides an accurate listing of the Transferred Mortgage
Loans, and the information with respect to each Transferred
Mortgage Loan on the Mortgage Loan Schedule is true and correct in
all material respects at the date or dates respecting which such
information is given;
(ii) There are no defaults (other than
delinquency in payment) in complying with the terms of any
Mortgage, and the Seller has no notice as to any taxes,
governmental assessments, insurance premiums, water, sewer and
municipal charges, leasehold payments or ground rents which
previously became due and owing but which have not been
paid;
(iii) Except in the case of Cooperative
Loans, if any, each Mortgage requires all buildings or other
improvements on the related Mortgaged Property to be insured by a
generally acceptable insurer against loss by fire, hazards of
extended coverage and such other hazards as are customary in the
area where the related Mortgaged Property is located pursuant to
insurance policies conforming to the requirements of the guidelines
of Fannie Mae or Freddie Mac. If upon origination of the
Transferred Mortgage Loan, the Mortgaged Property was in an area
identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards (and such flood
insurance has been made available), a flood insurance policy
meeting the requirements of the current guidelines of the Federal
Flood Insurance Administration is in effect, which policy conforms
to the requirements of the current guidelines of the Federal Flood
Insurance Administration. Each Mortgage obligates the related
Mortgagor thereunder to maintain the hazard insurance policy at the
Mortgagor’s cost and expense, and on the Mortgagor’s
failure to do so, authorizes the holder of the Mortgage to obtain
and maintain such insurance at such Mortgagor’s cost and
expense, and to seek reimbursement therefor from the Mortgagor.
Where required by state law or regulation, each Mortgagor has been
given an opportunity to choose the carrier of the required hazard
insurance, provided the policy is not a “master” or
“blanket” hazard insurance policy covering the common
facilities of a planned unit development. The hazard insurance
policy is the valid and binding obligation of the insurer, is in
full force and effect, and will be in full force and effect and
inure to the benefit of the Depositor upon the consummation of the
transactions contemplated by this Agreement;
(iv) Each Mortgage has not been
satisfied, cancelled, subordinated or rescinded, in whole or in
part, and the 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 release, cancellation,
subordination or rescission;
(v) In the case of approximately 95.97%
and 4.03% of the Mortgage Loans (by Scheduled Principal Balance as
of the Cut-off Date), the related Mortgage evidences a valid,
subsisting, enforceable and perfected first lien or second lien,
respectively, on the related Mortgaged Property (including all
improvements on the Mortgaged Property). The lien of the Mortgage
is subject only to: (1) the first Mortgage, in the case of a
Mortgaged Property that is secured by a perfected second lien, (2)
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, (3)
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 Transferred Mortgage Loan, and
(4) 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. In the case of approximately 95.97% of the
Mortgage Loans (by Scheduled Principal Balance as of the Cut-off
Date), any security agreement, chattel mortgage or equivalent
document related to, and delivered to the Trustee in connection
with, a Transferred Mortgage Loan establishes a valid, subsisting
and enforceable first lien on the property described therein and
the Depositor has full right to sell and assign the same to the
Trustee;
(vi) Immediately prior to the transfer
and assignment of the Transferred Mortgage Loans to the Depositor,
the Seller was the sole owner of record and holder of each
Transferred Mortgage Loan, and the Seller had good and marketable
title thereto, and has full right to transfer and sell each
Transferred Mortgage Loan to the Depositor free and clear, except
as described in paragraph (v) above, of any encumbrance, equity,
participation interest, lien, pledge, charge, claim or security
interest, and has full right and authority, subject to no interest
or participation of, or agreement with, any other party, to sell
and assign each Transferred Mortgage Loan pursuant to this
Agreement;
(vii) Each Transferred Mortgage Loan other
than any Cooperative Loan is covered by either (i) an
attorney’s opinion of title and abstract of title the form
and substance of which is generally acceptable to mortgage lending
institutions originating mortgage loans in the locality where the
related Mortgaged Property is located or (ii) an ALTA Mortgagee
Title Insurance Policy or other generally acceptable form of policy
of insurance, issued by a title insurer qualified to do business in
the jurisdiction where the Mortgaged Property is located, insuring
the originator of the Transferred Mortgage Loan, and its successors
and assigns, as to the first priority lien of the Mortgage in the
original principal amount of the Transferred Mortgage Loan (subject
only to the exceptions described in paragraph (v) above). If the
Mortgaged Pr
