|
<PAGE>
Exhibit 99.1
Execution Copy
MORTGAGE LOAN PURCHASE AGREEMENT
between
MERRILL LYNCH MORTGAGE LENDING, INC.
as Seller
and
MERRILL LYNCH MORTGAGE INVESTORS, INC.
as Purchaser
Dated as of
October 1, 2007
Relating to the Mortgage Loans in the
Merrill Lynch Alternative Note Asset Trust, Series 2007-OAR5
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 1.
DEFINITIONS.................................................. 1
SECTION 2. PURCHASE AND SALE OF THE MORTGAGE LOANS AND RELATED
RIGHTS... 3
SECTION 3. MORTGAGE LOAN
SCHEDULES...................................... 4
SECTION 4. MORTGAGE LOAN
TRANSFER....................................... 4
SECTION 5. EXAMINATION OF MORTGAGE
FILES................................ 5
SECTION 6. SALE
TREATMENT............................................... 6
SECTION 7. REPRESENTATIONS AND WARRANTIES OF SELLER CONCERNING
THE
MORTGAGE LOANS...............................................
7
SECTION 8. REPRESENTATIONS AND WARRANTIES CONCERNING THE
SELLER......... 10
SECTION 9. REPRESENTATIONS AND WARRANTIES CONCERNING THE
PURCHASER...... 11
SECTION 10. CONDITIONS TO
CLOSING........................................ 12
SECTION 11.
NOTICES......................................................
14
SECTION 12. TRANSFER OF MORTGAGE
LOANS................................... 14
SECTION 13. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO
SURVIVE
DELIVERY.....................................................
15
SECTION 14. MANDATORY DELIVERY; GRANT OF SECURITY
INTEREST............... 15
SECTION 15.
SEVERABILITY.................................................
15
SECTION 16.
COUNTERPARTS.................................................
16
SECTION 17.
AMENDMENT....................................................
16
SECTION 18. GOVERNING
LAW................................................ 16
SECTION 19. FURTHER
ASSURANCES........................................... 16
SECTION 20. SUCCESSORS AND
ASSIGNS....................................... 16
SECTION 21. THE
SELLER................................................... 17
SECTION 22. ENTIRE
AGREEMENT............................................. 17
SECTION 23. NO
PARTNERSHIP............................................... 17
</TABLE>
i
<PAGE>
EXHIBITS AND SCHEDULE TO
MORTGAGE LOAN PURCHASE AGREEMENT
Exhibit 1 Contents of Mortgage File
Exhibit 2 Mortgage Loan Schedule Information
Exhibit 3 Schedule of Lost Notes
Exhibit 4 S&P Appendix
Schedule A Mortgage Loan Schedule
ii
<PAGE>
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of October 1, 2007,
as amended
and supplemented by any and all amendments hereto (collectively,
the
"Agreement"), by and between MERRILL LYNCH MORTGAGE LENDING,
INC., a Delaware
corporation (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
conventional,
adjustable rate, negative amortization alt-A hybrid option
mortgage loans
secured by first liens on one- to four-family residential
properties,
townhouses, individual condominiums, modular housing and units
in planned unit
developments (collectively, the "Mortgage Loans") as described
herein. The
Purchaser intends to deposit the Mortgage Loans into a trust
fund (the "Trust
Fund") and create Merrill Lynch Alternative Note Asset Trust,
Series 2007-OAR5
Mortgage Pass-Through Certificates (the "Certificates"), under a
pooling and
servicing agreement, to be dated as of October 1, 2007 (the
"Pooling and
Servicing Agreement"), by and among the Purchaser, as depositor
(the
"Depositor"), HSBC Bank USA, National Association, as trustee
(the "Trustee"),
and Wells Fargo Bank, N.A., as master servicer and securities
administrator (the
"Master Servicer" and "Securities Administrator").
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 Pass-Through Certificates and the offering of
certain series
thereof (including certain classes of the Certificates) 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 Certificates by the Purchaser, 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
October 30, 2007, to the Prospectus relating to the offering the
Class A-1,
Class A-2, Class M-1, Class M-2, Class M-3, Class X and Class
A-R Certificates
(the "Publicly Offered Certificates"). The "Private Placement
Memorandum" shall
mean that confidential private placement memorandum, dated
October 31, 2007
relating to the offering of the Class B-1, Class B-2 and Class
B-3 Certificates
(the "Privately Offered Certificates" and together with the
Publicly Offered
Certificates, the "Offered Certificates"). With respect to the
Publicly Offered
Certificates, the Purchaser and Merrill Lynch, Pierce, Fenner
& Smith
Incorporated ("Merrill Lynch") have entered into a Terms
Agreement dated as of
October 29, 2007 to an underwriting agreement dated February 28,
2003, between
the Purchaser and Merrill Lynch (together, the "Underwriting
Agreement"). With
respect to the Privately Offered, the Purchaser and Merrill
Lynch have entered
into a Purchase Agreement dated October 31, 2007 (the "Purchase
Agreement").
Now, therefore, in consideration of the premises and the mutual
agreements
set forth herein, the parties hereto agree as follows:
<PAGE>
Section 1. Definitions.
Certain terms are defined herein. Capitalized terms used herein
but not
defined herein shall have the meanings specified in the Pooling
and Servicing
Agreement. The following other terms are defined as follows:
Closing Date: October 31, 2007.
Custodial Agreement: An agreement, dated as of the Closing Date,
among
the Depositor, the Master Servicer, the Trustee and the
Custodian in
substantially the form of Exhibit G to the Pooling and Servicing
Agreement.
Custodian: Wells Fargo Bank, N.A., including any successors
in
interest, or any successor custodian appointed pursuant to the
provisions hereof
and of the Custodial Agreement.
Cut-off Date: October 1, 2007.
Cut-off Date Balance: $564,765,703.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced by a
Substitute Mortgage Loan.
Due Date: With respect to each Mortgage Loan, the first day in
each
month.
Fannie Mae: Fannie Mae or any successor thereto.
Fitch: Fitch, Inc. or any successor thereto.
Freddie Mac: The Federal Home Loan Mortgage Corporation of
any
successor thereto.
Master Servicer: Wells Fargo Bank, N.A.
Merrill Lynch: Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
Moody's: Moody's Investors Service, Inc. or its successor
thereto.
Mortgage: The mortgage or deed of trust creating a first lien on
an
interest in real property securing a Mortgage Note.
Mortgage File: The items referred to in Exhibit 1 and Exhibit
2
pertaining to a particular Mortgage Loan and any additional
documents required
to be added to such documents pursuant to this Agreement.
Mortgage Interest Rate: The annual rate of interest borne by
a
Mortgage Note as stated therein.
Mortgage Loan Schedule: The Schedule of Mortgage Loans to be
annexed
hereto as Schedule A on the Closing Date setting forth the
information contained
on Exhibit 2 hereto.
2
<PAGE>
Mortgagor: The obligor(s) on a Mortgage Note.
Offered Certificates: Shall mean the Class A-1, Class A-2, Class
M-1,
Class M-2, Class M-3, Class X and Class A-R Certificates issued
pursuant to the
Pooling and Servicing Agreement.
Opinion of Counsel: A written opinion of counsel, who may be
counsel
for the Seller or the Purchaser, reasonably acceptable to the
Trustee.
Person: Any legal person, including any individual,
corporation,
partnership, joint venture, association, joint stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
Purchase Price: With respect to any Mortgage Loan or REO
Property to
be purchased pursuant to or as contemplated by this Agreement,
and as confirmed
by an Officers' Certificate from the Master Servicer to the
Trustee, an amount
equal to the sum of (i) 100% of the Stated Principal Balance
thereof as of the
date of purchase (or such other price as provided herein), (ii)
accrued interest
on such Stated Principal Balance at the applicable Mortgage
Interest Rate in
effect from time to time from the Due Date as to which interest
was last covered
by a payment by the Mortgagor or an advance by the applicable
Servicer or Master
Servicer, which payment or advance had as of the date of
purchase been
distributed to Certificateholders, through the end of the
calendar month in
which the purchase is to be effected less any unreimbursed
advances and any
unpaid Servicing Fees payable to the purchaser of the Mortgage
Loan and (iii)
any costs and damages incurred by the Issuing Entity in
connection with any
violation by such Mortgage Loan or REO Property of any predatory
or
abusive-lending law.
Rating Agencies: S&P, Moody's and Fitch, each a "Rating
Agency."
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc.,
or its successors in interest.
Securities Act: The Securities Act of 1933, as amended.
Security: As used herein, the term shall refer to the Trust Fund
and
the Certificates created thereby.
Substitute Mortgage Loan: A mortgage loan substituted for a
Deleted
Mortgage Loan which must meet on the date of such substitution
the requirements
stated herein and in the Pooling and Servicing Agreement; upon
such
substitution, such mortgage loan shall be a "Mortgage Loan"
hereunder.
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.
3
<PAGE>
(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 $564,765,703.
(b) The closing for the purchase and sale of the Mortgage Loans
and the
closing for the issuance of the Certificates 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 (i) pay to the Seller an amount equal to the net
sale proceeds
of the Offered Certificates plus accrued interest in immediately
available funds
by wire transfer to such account or accounts as shall be
designated by the
Seller and (ii) deliver to the Seller the Class P
Certificates.
Section 3. Mortgage Loan Schedules.
The Seller agrees to provide to the Purchaser as of the Closing
Date
the Mortgage Loan Schedule. The Mortgage Loan Schedule shall be
delivered to the
Purchaser on the Closing Date, shall be attached to this
Agreement on the
Closing Date by the parties hereto and shall be in form and
substance mutually
agreed to by the Seller and the Purchaser.
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 the Pooling and Servicing Agreement, the
Purchaser will
assign on the Closing Date all of its right, title and interest
in and to the
Mortgage Loans to the Trustee for the benefit of the
Certificateholders. In
connection with the transfer and assignment of the Mortgage
Loans, the Seller
has delivered or will deliver or cause to be delivered to the
Trustee (or the
Custodian on its behalf) by the Closing Date, the items of each
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 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 applicable
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 Trustee or intervening
assignments thereof, if
the
4
<PAGE>
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 Trustee on the
Closing Date and
attached hereto as Exhibit 3 the Seller may deliver lost note
affidavits and
indemnities of the Seller; and provided further, 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 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 Trustee promptly after they are received. The Seller
shall cause the
Mortgage and intervening assignments, if any, and the assignment
of the Mortgage
to be recorded not later than 180 days after the Closing Date,
or, in lieu of
such assignments, shall provide an Opinion of Counsel pursuant
to Section 6(a)
hereof to the effect that the recordation of such assignment is
not necessary to
protect the Trustee's interest in the related Mortgage Loan.
Upon the request of
the Purchaser, the Seller will assist the Purchaser in effecting
the assignment
referred to above.
(c) The Seller and the Purchaser acknowledge hereunder that all
of the
Mortgage Loans and the related servicing will ultimately be
assigned to HSBC
Bank USA, National Association, as Trustee for the
Certificateholders, on the
date hereof.
Section 5. Examination of Mortgage Files.
(a) On or before the Closing Date, the Seller will have made the
Mortgage
Files available to the Purchaser or its agent for examination
which may be at
the offices of the Trustee (or the Custodian on its behalf) or
the Seller. The
fact that the Purchaser or its agent has conducted or has failed
to conduct any
partial or complete examination of the 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 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 and recordation requirements of this Agreement and the
Pooling and
Servicing Agreement. In addition, upon request of the Purchaser,
the Seller
agrees to provide to the Purchaser, Merrill Lynch and to any
investors or
prospective investors in the Certificates information regarding
the Mortgage
Loans and their servicing, to make the Mortgage Files available
to the
Purchaser, Merrill Lynch and to such investors or prospective
investors (which
may be at the offices of the Seller and/or the Seller's
custodian) and to make
available personnel knowledgeable about the Mortgage Loans for
discussions with
the Purchaser, Merrill Lynch and such investors or prospective
investors, upon
reasonable request during regular business hours, sufficient to
permit the
Purchaser, Merrill Lynch and such investors or potential
investors to conduct
such due diligence as any such party reasonably believes is
appropriate.
(b) Pursuant to the Pooling and Servicing Agreement, on the
Closing Date
the Trustee (or the Custodian), for the benefit of the
Certificateholders, will
review items of the
5
<PAGE>
Mortgage Files as set forth on Exhibit 1 and will deliver to the
Seller an
initial certification in the form attached as Exhibit One to the
Custodial
Agreement.
(c) Pursuant to the Pooling and Servicing Agreement, the Trustee
or the
Custodian, as its agent, will review the Mortgage Files within
180 days of the
Closing Date and will deliver to the Purchaser a final
certification
substantially in the form of Exhibit Two to the Custodial
Agreement. If the
Trustee or the Custodian, as its agent, is unable to deliver a
final
certification with respect to the items listed in Exhibit 2 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
Trustee or the Custodian, as its agent, 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 Trustee or the Custodian, as
applicable, 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 Certificateholders in the related Mortgage
Loan, the Seller
will, in accordance with the terms of the Pooling and Servicing
Agreement,
within 90 days of the date of notice, provide the Trustee with a
Substitute
Mortgage Loan (if within two years of the Closing Date) or
purchase the related
Mortgage Loan at the applicable Purchase Price; 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 Trustee or the Custodian, as its agent, 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 Mortgage
File and any
other documents and payments required to be delivered in
connection with a
substitution pursuant to the Pooling and Servicing Agreement. At
the time of any
purchase or substitution, the Trustee shall (i) assign to the
Seller and release
or cause the Custodian, as its agent, to release the documents
(including, but
not limited to, the Mortgage, Mortgage Note and other contents
of the Mortgage
File) in the possession of the Trustee or 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.
Section 6. Sale Treatment.
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
6
<PAGE>
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 shall also be
deemed to be a security agreement within the meaning of Articles
8 and 9 of the
applicable Uniform Commercial Code; (ii) the transfer of the
Mortgage Loans
provided for herein shall be deemed to be a grant by the Seller
to the Purchaser
of a security interest in all of the Seller's right, title and
interest in and
to the Mortgage Loans and all amounts payable to the holders of
the Mortgage
Loans in accordance with the terms thereof and all proceeds of
the conversion,
voluntary or involuntary, of the foregoing into cash,
instruments, securities or
other property, to the extent the Purchaser would otherwise be
entitled to own
such Mortgage Loans and proceeds pursuant to Section 4 hereof,
including all
amounts, other than investment earnings, from time to time held
or invested in
any accounts created pursuant to the Pooling and Servicing
Agreement, whether in
the form of cash, instruments, securities or other property;
(iii) the
possession by the Purchaser or the Trustee of Mortgage Notes and
such other
items of property as constitute instruments, money, negotiable
documents or
chattel paper shall be deemed to be "possession by the secured
party" for
purposes of perfecting the security interest pursuant to Section
9-305 (or
comparable provision) of the applicable Uniform Commercial Code;
and (iv)
notifications to persons holding such property, and
acknowledgments, receipts or
confirmations from persons holding such property, shall be
deemed notifications
to, or acknowledgments, receipts or confirmations from,
financial
intermediaries, bailees or agents (as applicable) of the
Purchaser for the
purpose of perfecting such security interest under applicable
law. Any
assignment of the interest of the Purchaser pursuant to any
provision hereof or
pursuant to the Pooling and Servicing Agreement shall also be
deemed to be an
assignment of any security interest created hereby. The Seller
and the Purchaser
shall, to the extent consistent with this Agreement, take such
actions as may be
reasonably necessary to ensure that, if this Agreement were
deemed to create a
security interest in the Mortgage Loans, such security interest
would be deemed
to be a perfected security interest of first priority under
applicable law and
will be maintained as such throughout the term of the Pooling
and Servicing
Agreement.
Section 7. Representations and Warranties of Seller Concerning
the Mortgage
Loans.
The Seller hereby represents and warrants to the Purchaser as of
the
Closing Date or such other date as may be specified below with
respect to each
Mortgage Loan being sold by it:
(a) the information set forth in the Mortgage Loan Schedule
hereto is true
and correct in all material respects;
(b) immediately prior to the transfer to the Purchaser, the
Seller was the
sole owner of beneficial title and holder of each Mortgage and
Mortgage Note
relating to the Mortgage Loans and is conveying the same free
and clear of any
and all liens, claims, encumbrances, participation interests,
equities, pledges,
charges or security interests of any nature and the Seller has
full right and
authority to sell or assign the same pursuant to this
Agreement;
(c) no selection procedure reasonably believed by the Seller to
be adverse
to the interests of the Certificateholders was utilized in
selecting the
Mortgage Loans;
7
<PAGE>
(d) each Mortgage Loan constitutes a "qualified mortgage" under
Section
860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1);
(e) no Mortgage Loan is in foreclosure;
(f) no Mortgage Loan provides for interest other than at either
(i) a
single fixed rate in effect throughout the term of the Mortgage
Loan or (ii) a
"variable rate" (within the meaning of Treas. Reg. Section
1.860G-1(a)(3)) in
effect throughout the term of the Mortgage Loan;
(g) the Seller would not, based on the delinquency status of the
Mortgage
Loans, institute foreclosure proceedings with respect to any of
the Mortgage
Loans prior to the next scheduled payment for such Mortgage
Loan;
(h) the information set forth under the captions "Description of
the
Mortgage Pool--General," "--Tabular Characteristics of the
Mortgage Loans" and
in Annex II of the Prospectus Supplement is true and correct in
all material
respects;
(i) as of the Cut-off Date, no Mortgage Loan is more than 30
days past due.
The Seller has not advanced funds, or induced, solicited or
knowingly received
any advance of funds from a party other than the owner of the
related Mortgaged
Property, directly or indirectly, for the payment of any amount
required by the
Mortgage Note or Mortgage;
(j) to the best of the Seller's knowledge, there are no
delinquent taxes,
ground rents, water charges, sewer rents, assessments, insurance
premiums,
leasehold payments, including assessments payable in future
installments or
other outstanding charges affecting the related Mortgaged
Property;
(k) to the best of the Seller's knowledge, there is no default,
breach,
violation or event of acceleration existing under the Mortgage
or the Mortgage
Note and no event which, with the passage of time or with notice
and the
expiration of an
| 
