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Exhibit 99.1
EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
between
TABERNA REALTY HOLDINGS TRUST
as Seller
and
MERRILL LYNCH MORTGAGE INVESTORS, INC.
as Purchaser
Dated as of
June 1, 2007
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TABLE OF CONTENTS
<TABLE>
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PAGE
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Section 1.
Definitions.................................................. 1
Section 2. Purchase and Sale of the Mortgage Loans and Related
Rights... 2
Section 3. Mortgage Loan
Schedule....................................... 3
Section 4. Mortgage Loan
Transfer....................................... 3
Section 5. Examination of Originator's Mortgage
Files................... 4
Section 6.
[Reserved]................................................... 6
Section 7. Representations and Warranties of Seller Concerning
the
Mortgage Loans...............................................
6
Section 8. Representations and Warranties Concerning the
Seller......... 7
Section 9. Representations and Warranties Concerning the
Purchaser...... 8
Section 10. Conditions to
Closing........................................ 9
Section 11.
[Reserved]...................................................
11
Section 12.
Notices......................................................
11
Section 13. Transfer of Mortgage
Loans................................... 11
Section 14. Representations, Warranties and Agreements to
Survive
Delivery.....................................................
12
Section 15. Mandatory Delivery; Grant of Security
Interest............... 12
Section 16.
Severability.................................................
12
Section 17.
Counterparts.................................................
13
Section 18.
Amendment....................................................
13
Section 19. Governing
Law................................................ 13
Section 20. Further
Assurances........................................... 13
Section 21. Successors and
Assigns....................................... 13
Section 22. The
Seller................................................... 13
Section 23. Entire
Agreement............................................. 14
Section 24. No
Partnership............................................... 14
</TABLE>
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EXHIBITS AND SCHEDULE TO
MORTGAGE LOAN PURCHASE AGREEMENT
Exhibit 1 Mortgage Loan Schedule Information
Exhibit 2 Schedule of Lost Notes
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MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of June 1, 2007, as
amended
and supplemented by any and all amendments hereto (collectively,
the
"Agreement"), by and between TABERNA REALTY HOLDINGS TRUST, a
Maryland business
trust (the "Seller"), and MERRILL LYNCH MORTGAGE INVESTORS,
INC., a Delaware
corporation (the "Purchaser").
Upon the terms and subject to the conditions of this Agreement,
the
Seller agrees to sell, and the Purchaser agrees to purchase,
certain first lien,
adjustable-rate mortgage loans secured by one- to four-family
residences,
individual condominiums, co-op units and units in planned unit
developments
(collectively, the "Mortgage Loans") as described herein. The
Purchaser intends
to sell the Mortgage Loans to Merrill Lynch Mortgage Backed
Securities Trust,
Series 2007-2 (the "Issuing Entity") pursuant to the Sale and
Servicing
Agreement, dated June 27, 2007, among the Seller, the Purchaser,
as depositor,
the Issuing Entity, Wells Fargo Bank, N.A., as master servicer
and securities
administrator (the "Securities Administrator") and HSBC Bank
USA, National
Association as indenture trustee (the "Indenture Trustee") (the
"Sale and
Servicing Agreement"). The Issuing Entity will issue Merrill
Lynch Mortgage
Backed Securities Trust, Series 2007-2 Mortgage Loan
Asset-Backed Notes pursuant
to an Indenture, dated as of June 27, 2007, among the Issuing
Entity, the
Securities Administrator and the Indenture Trustee (the
"Indenture").
The Purchaser has filed with the Securities and Exchange
Commission
(the "Commission") a registration statement on Form S-3 (Number
333-140436)
relating to its Mortgage Loan Asset-Backed Notes and the
offering of certain
series thereof (including certain classes of the Notes) from
time to time in
accordance with Rule 415 under the Securities Act of 1933, as
amended, and the
rules and regulations of the Commission promulgated thereunder
(the "Securities
Act"). Such registration statement, when it became effective
under the
Securities Act, and the prospectus relating to the public
offering of certain
classes of the Notes by the Purchaser (the "Public Offering"),
as from time to
time each is amended or supplemented pursuant to the Securities
Act or
otherwise, are referred to herein as the "Registration
Statement" and the
"Prospectus," respectively. The "Prospectus Supplement" shall
mean that
supplement, dated June 26, 2007 to the Prospectus, dated May 15,
2007, relating
to certain classes of the Notes. With respect to the Public
Offering of certain
classes of the Notes, the Purchaser and Merrill Lynch, Pierce,
Fenner & Smith
Incorporated ("Merrill Lynch") have entered into a terms
agreement dated as of
June 25, 2007, to an underwriting agreement dated February 28,
2003, between the
Purchaser and Merrill Lynch (together, the "Underwriting
Agreement").
Now, therefore, in consideration of the premises and the
mutual
agreements set forth herein, the parties hereto agree as
follows:
Section 1. Definitions.
Certain terms are defined herein. Capitalized terms used herein
but
not defined herein shall have the meanings specified in Appendix
A to the
Indenture. The following other terms are defined as follows:
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Merrill Lynch: Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
Originator's Mortgage File: The items provided in the
Transfer
Agreement pertaining to a particular Mortgage Loan and any
additional documents
required to be added to such documents pursuant to the Transfer
Agreement.
Purchase Price: With respect to any Mortgage Loan required to
be
purchased by the Seller pursuant to the applicable provisions of
this Agreement,
an amount equal to the sum of (i) 100% of the principal
remaining unpaid on such
Mortgage Loan as of the date of purchase (including if a
foreclosure has already
occurred, the principal balance of the related Mortgage Loan at
the time the
Mortgaged Property was acquired), and (ii) accrued and unpaid
interest thereon
at the Mortgage Interest Rate through and including the last day
of the month of
purchase (iii) any costs and damages incurred by the Issuing
Entity in
connection with any violation by such Mortgage Loan of any
predatory or
abusive-lending law.
Transfer Agreement: Collectively (1) the Seller's Warranties
and
Servicing Agreement, dated as of July 1, 2006, by and between
Merrill Lynch
Mortgage Lending, Inc., ("MLML") and Wells Fargo Bank, N.A.
("WFB") (the
"Underlying Agreement"); and (2) the Assignment, Assumption and
Recognition
Agreement, dated August 8, 2006, between MLML and the Seller
(the "AAR
Agreement").
Transferor: WFB.
Value: The value of the Mortgaged Property at the time of
origination
of the related Mortgage Loan, such value being the lesser of (i)
the value of
such property set forth in an appraisal accepted by the
Originator or (ii) the
sales price of such property at the time of origination.
Section 2. Purchase and Sale of the Mortgage Loans and Related
Rights.
(a) Upon satisfaction of the conditions set forth in Section
10
hereof, the Seller agrees to sell, and the Purchaser agrees to
purchase Mortgage
Loans having an aggregate Cut-off Date Balance of
$645,696,568.
(b) The closing for the purchase and sale of the Mortgage Loans
and
the closing for the issuance of the Notes will take place on the
Closing Date at
the office of the Purchaser's counsel in New York, New York or
such other place
as the parties shall agree.
(c) Upon the satisfaction of the conditions set forth in Section
10
hereof, on the Closing Date, in consideration of the purchase of
the Mortgage
Loans, the Purchaser shall pay to the Seller an amount equal to
the net sale
proceeds of the Notes plus accrued interest (the "Purchase
Price") in
immediately available funds by wire transfer to such account or
accounts as
shall be designated by the Seller.
(d) In addition to the foregoing, on the Closing Date the
Seller
assigns to the Purchaser without recourse all of its right,
title and interest
in the Transfer Agreement.
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Section 3. Mortgage Loan Schedule.
The Seller agrees to provide to the Purchaser on or prior to
the
Closing Date a schedule (the "Mortgage Loan Schedule") setting
forth the
information listed on Exhibit 1 to this Agreement with respect
to each of the
Mortgage Loans being sold by the Seller to the Purchaser. The
Purchaser confirms
that the Mortgage Loan Schedule includes the information
categories set forth on
Exhibit 1.
Section 4. Mortgage Loan Transfer.
(a) The Purchaser will be entitled to all scheduled payments
of
principal and interest on the Mortgage Loans due after the
Cut-off Date
(regardless of when actually collected) and all payments thereof
other than
scheduled principal and interest received after the Cut-off
Date. The Seller
will be entitled to all scheduled payments of principal and
interest on the
Mortgage Loans due on or before the Cut-off Date (including
payments collected
after the Cut-off Date) and all payments thereof other than
scheduled principal
and interest on the Mortgage Loans received on or before the
Cut-off Date. Such
principal amounts and any interest thereon belonging to the
Seller as described
above will not be included in the aggregate outstanding
principal balance of the
Mortgage Loans as of the Cut-off Date as set forth on the
Mortgage Loan
Schedule.
(b) Pursuant to various conveyancing documents to be executed on
the
Closing Date and pursuant to the Sale and Servicing Agreement
and the Indenture,
the Purchaser will assign on the Closing Date all of its right,
title and
interest in and to the Mortgage Loans to the Issuing Entity, and
the Issuing
Entity will assign on the Closing Date all of its right, title
in and to the
Mortgage Loans to the Indenture Trustee for the benefit of the
Noteholders. In
connection with the transfer and assignment of the Mortgage
Loans, the Seller
(at the request of the Purchaser) has delivered or will deliver
or cause to be
delivered to the Custodian, on behalf of the Issuing Entity, by
the Closing Date
or such later date as is agreed to by the Purchaser and the
Seller (each of the
Closing Date and such later date is referred to as a
"Originator's Mortgage File
Delivery Date"), the items of each Originator's Mortgage File,
provided,
however, that in lieu of the foregoing, the Seller may deliver
the following
documents, under the circumstances set forth below: (x) in lieu
of the original
Mortgage, assignments to the Indenture Trustee or intervening
assignments
thereof which have been delivered, are being delivered or will
upon receipt of
recording information relating to the Mortgage required to be
included thereon,
be delivered to recording offices for recording and have not
been returned in
time to permit their delivery as specified above, the Seller may
deliver a true
copy thereof with a certification by the Seller or the
Originator, on the face
of such copy, substantially as follows: "Certified to be a true
and correct copy
of the original, which has been transmitted for recording;" (y)
in lieu of the
Mortgage, assignments to the Indenture Trustee or intervening
assignments
thereof, if the applicable jurisdiction retains the originals of
such documents
or if the originals are lost (in each case, as evidenced by a
certification from
the Seller to such effect), the Seller may deliver photocopies
of such documents
containing an original certification by the judicial or other
governmental
authority of the jurisdiction where such documents were
recorded; and (z) in
lieu of the Mortgage Notes relating to the Mortgage Loans, each
identified in
the list delivered by the Purchaser to the Indenture Trustee on
the Closing Date
and attached hereto as Exhibit 2 the Seller may deliver lost
note affidavits and
indemnities of the Seller; and provided further,
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however, that in the case of Mortgage Loans which have been
prepaid in full
after the Cut-off Date and prior to the Closing Date, the
Seller, in lieu of
delivering the above documents, may deliver to the Indenture
Trustee a
certification by the Seller to such effect. The Seller shall
deliver such
original documents (including any original documents as to which
certified
copies had previously been delivered) or such certified copies
to the Custodian,
on behalf of the Issuing Entity, or the Indenture Trustee
promptly after they
are received.
(c) The Seller and the Purchaser acknowledge hereunder that all
of the
Mortgage Loans and the related servicing therefor will
ultimately be assigned to
HSBC Bank USA, National Association, as Indenture Trustee for
the Noteholders,
on the date hereof.
Section 5. Examination of Originator's Mortgage Files.
(a) On or before the Originator's Mortgage File Delivery Date,
the
Seller will have made the Originator's Mortgage Files available
to the Purchaser
or its agent for examination which may be at the offices of the
Indenture
Trustee, the Seller or the Custodian. The fact that the
Purchaser or its agent
has conducted or has failed to conduct any partial or complete
examination of
the Originator's Mortgage Files shall not affect the Purchaser's
rights to
demand cure, repurchase, substitution or other relief as
provided in this
Agreement. In furtherance of the foregoing, the Seller shall
make the
Originator's Mortgage Files available to the Purchaser or its
agent from time to
time so as to permit the Purchaser to confirm the Seller's
compliance with the
delivery requirements of this Agreement and the Sale and
Servicing Agreement. In
addition, upon request of the Purchaser, the Seller agrees to
provide to the
Purchaser and Merrill Lynch information regarding the Mortgage
Loans and their
servicing, to make the Originator's Mortgage Files available to
the Purchaser
and Merrill Lynch (which may be at the offices of the Seller
and/or the
Custodian) and to make available personnel knowledgeable about
the Mortgage
Loans for discussions with the Purchaser and Merrill Lynch, upon
reasonable
request during regular business hours, sufficient to permit the
Purchaser and
Merrill Lynch to conduct such due diligence as any such party
reasonably
believes is appropriate.
(b) Pursuant to the Sale and Servicing Agreement, on the Closing
Date
the Custodian, for the benefit of the Noteholders, will review
items of the
Originator's Mortgage Files and will deliver to the Seller a
certification in
the form attached as Exhibit One to the Custodial Agreement.
(c) Pursuant to the Sale and Servicing Agreement, the Custodian
will
review the Originator's Mortgage Files within 180 days of the
Closing Date and
will deliver to the Purchaser a final certification
substantially in the form of
Exhibit Three to the Custodial Agreement. If the Custodian is
unable to deliver
a final certification due to any document that is missing, has
not been
executed, is unrelated, determined on the basis of the Mortgagor
name, original
principal balance and loan number, to the Mortgage Loans
identified in the
Mortgage Loan Schedule (a "Material Defect"), the Custodian
shall notify the
Seller of such Material Defect. The Seller shall correct or cure
any such
Material Defect within 90 days from the date of notice from the
Custodian of the
Material Defect and if the Seller does not correct or cure such
Material Defect
within such period and such defect materially and adversely
affects the
interests of the Noteholders in the related Mortgage Loan, the
Seller will, in
accordance with the terms of
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the Sale and Servicing Agreement, within 90 days of the date of
notice, provide
the Indenture Trustee with a Substitute Mortgage Loan or
purchase the related
Mortgage Loan at the applicable Purchase Price, it being
understood and agreed
by the parties hereto that the Seller's obligation to repurchase
any Mortgage
Loan hereunder is no greater than the Seller's right to cause
the Transferor to
repurchase such Mortgage Loan pursuant to the Transfer
Agreement; provided,
however, that if such defect relates solely to the inability of
the Seller to
deliver the original security instrument or intervening
assignments thereof, or
a certified copy because the originals of such documents, or a
certified copy,
have not been returned by the applicable jurisdiction, the
Seller shall not be
required to purchase such Mortgage Loan if the Seller delivers
such original
documents or certified copy promptly upon receipt, but in no
event later than
360 days after the Closing Date. The foregoing repurchase
obligation shall not
apply in the event that the Seller cannot deliver such original
or copy of any
document submitted for recording to the appropriate recording
office in the
applicable jurisdiction because such document has not been
returned by such
office; provided that the Seller shall instead deliver a
recording receipt of
such recording office or, if such receipt is not available, a
certificate of the
Seller confirming that such documents have been accepted for
recording, and
delivery to the Indenture Trustee, or its designee, shall be
effected by the
Seller within thirty days of its receipt of the original
recorded document.
(d) At the time of any substitution, the Seller shall deliver or
cause
to be delivered the Substitute Mortgage Loan, the related
Originator's Mortgage
File and any other documents and payments required to be
delivered in connection
with a substitution pursuant to the Sale and Servicing
Agreement. At the time of
any purchase or substitution, the Indenture Trustee shall (in
accordance with
the terms of the Sale and Servicing Agreement) (i) assign to the
Seller and
cause the Custodian to release the documents (including, but not
limited to, the
Mortgage, Mortgage Note and other contents of the Originator's
Mortgage File) in
the possession of the Custodian relating to the Deleted Mortgage
Loan and (ii)
execute and deliver such instruments of transfer or assignment,
in each case
without recourse, as shall be necessary to vest in the Seller
title to such
Deleted Mortgage Loan.
(e) It is the express intent of the parties hereto that the
conveyance
of the Mortgage Loans by the Seller to the Purchaser, as
contemplated by this
Agreement be, and be treated as, a sale. It is, further, not the
intention of
the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the
Seller to the Purchaser to secure a debt or other obligation of
the Seller.
However, in the event that, notwithstanding the intent of the
parties, the
Mortgage Loans are held by a court of competent jurisdiction to
continue to be
property of the Seller, then (i) this Agreement sha
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