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Execution Copy
MERRILL LYNCH MORTGAGE INVESTORS TRUST
SERIES MLCC 2003-H
MORTGAGE PASS-THROUGH CERTIFICATES
MORTGAGE LOAN PURCHASE AGREEMENT
Among
RWT HOLDINGS, INC.,
SEQUOIA RESIDENTIAL FUNDING, INC.
and
MERRILL LYNCH MORTGAGE INVESTORS, INC.
dated as of December 1, 2003
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TABLE OF CONTENTS
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PAGE
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Section 1. Representations and Warranties of all
Parties............................................. 1
Section 2. Additional Representations, Warranties and
Agreements of RWT and
Sequoia.........................................................
1
Section 3. Conveyance of Mortgage
Loans..............................................................
2
Section 4. Intention of
Parties......................................................................
3
Section 5.
Termination...............................................................................
4
Section 6.
Miscellaneous.............................................................................
5
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MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (the "Agreement") is
made as of December 1, 2003, by and among RWT Holdings, Inc., a
Delaware
corporation ("RWT"), Sequoia Residential Funding, Inc., a
Delaware corporation
("Sequoia"), and Merrill Lynch Mortgage Investors, Inc.
("MLMI"), a Delaware
corporation.
Section 1. Representations and Warranties of all
Parties. Sequoia, RWT and MLMI, each as to itself and not the
other, hereby
represents, warrants and agrees that:
(a) Authorization. The execution, delivery and
performance of this Agreement by it are within its respective
powers
and have been duly authorized by all necessary action on its
part.
(b) No Conflict. The execution, delivery and performance
of this Agreement will not violate or conflict with (i) its
charter or
bylaws, (ii) any resolution or other corporate action by it,
(iii) any
decisions, statutes, ordinances, rulings, directions, rules,
regulations, orders, writs, decrees, injunctions, permits,
certificates
or other requirements of any court or other governmental or
public
authority in any way applicable to or binding upon it, and (iv)
will
not result in or require the creation, except as provided in
or
contemplated by this Agreement, of any lien, mortgage, pledge,
security
interest, charge or encumbrance of any kind upon the Mortgage
Loans.
(c) Binding Obligation. This Agreement has been duly
executed by it and is its legally valid and binding
obligation,
enforceable against it in accordance with this Agreement's
terms,
except as enforceability may be limited by bankruptcy,
insolvency,
reorganization, moratorium or similar laws affecting creditors'
rights
generally, and by general principles of equity.
Section 2. Additional Representations, Warranties and
Agreements of RWT and Sequoia.
(a) RWT represents and warrants to, and agrees with,
Sequoia and MLMI that (i) RWT has good and valid title to the
mortgage
loans identified in Schedule A to the Trust Agreement (the
"Mortgage
Loans") and holds the right, title and interest assigned to it
in each
Mortgage 100(sm) Pledge Agreement and Parent Power(R)
Agreement
relating to the Mortgage Loans, in each case free and clear of
all
liens, mortgages, deeds of trust, pledges, security interests,
charges,
encumbrances or other claims; and (ii) upon transfer to
Sequoia,
Sequoia will receive good, valid and marketable title to all of
the
Mortgage Loans and will receive all of RWT's right, title and
interest
in each such Mortgage 100(sm) Agreement and Parent Power(R)
Agreement,
in each case free and clear of any liens, mortgages, deeds of
trust,
pledges, security interests, charges, encumbrances or other
claims.
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(b) Sequoia represents and warrants to, and agrees with,
MLMI that upon transfer of the Mortgage Loans from RWT to
Sequoia, it
will have good and valid title to the Mortgage Loans and will
hold the
right, title and interest assigned to it in each Mortgage
100(sm)
Pledge Agreement and Parent Power(R) Agreement relating to the
Mortgage
Loans, in each case free and clear of all liens, mortgages,
deeds of
trust, pledges, security interests, charges, encumbrances or
other
claims, and, upon transfer to MLMI, MLMI will receive good,
valid and
marketable title to all of the Mortgage Loans and will receive
all of
Sequoia's right, title and interest in each such Mortgage
100(sm)
Pledge Agreement and Parent Power(R) Agreement, in each case
free and
clear of any liens, mortgages, deeds of trust, pledges,
security
interests, charges, encumbrances or other claims.
(c) RWT will make the representations and warranties as
to the Mortgage Loans that will be set forth as an Exhibit to
the Trust
Agreement, for the benefit of Sequoia, MLMI, and the
Trustee.
(d) RWT hereby agrees that it will comply with the
provisions of Section 2.01 of the Trust Agreement in respect of
a
breach of any of the representations and warranties set forth in
this
Section 2.
Section 3. Conveyance of Mortgage Loans. RWT,
concurrently with the execution and delivery hereof, hereby
sells, transfers,
assigns, sets over and otherwise conveys to Sequoia, without
recourse, all of
RWT's right, title and interest in and to (a) the Mortgage
Loans, including the
related Mortgage Documents and all interest and principal
received or receivable
by RWT on or with respect to the Mortgage Loans after the
Cut-off Date and all
interest and principal payments on the Mortgage Loans received
prior to the
Cut-off Date in respect of installments of interest and
principal due
thereafter, but not including payments of interest and principal
due and payable
on the Mortgage Loans on or before the Cut-off Date, and all
other proceeds
received in respect of such Mortgage Loans, (b) RWT's rights
under this
Agreement, the Mortgage Loan Servicing Agreement, the Master
Mortgage Loan
Purchase Agreement, each as amended to date and modified by the
related
Acknowledgements, (c) the pledge, control and guaranty
agreements and the
Limited Purpose Surety Bond relating to the Additional
Collateral Mortgage
Loans, (d) the Insurance Policies, (e) all cash, instruments or
other property
held or required to be deposited in the Certificate Account or
the Distribution
Account, (f) property that secured a Mortgage Loan that has
become an REO
Property and (g) all proceeds of the conversion, voluntary or
involuntary, of
any of the foregoing into cash or other liquid assets,
including, without
limitation, all Insurance Proceeds, Liquidation Proceeds and
condemnation
awards. On or prior to the Closing Date, RWT shall deliver to
Sequoia or, at
Sequoia's direction, to the Trustee, the Mortgage File for each
Mortgage Loan in
the manner set forth in Section 2.01 of the Trust Agreement.
Such delivery of
the Mortgage Files shall be made against payment by Sequoia of
the purchase
price for the Mortgage Loans and related assets, which shall be
cash wired to
RWT's account. The amount of the cash payment by Sequoia shall
be set forth in
writing in a separate lette
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