Mortgage Loan Purchase Agreement (2006)Full Document 

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                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

                                  as Purchaser

                                       and

               CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC

                                    as Seller

                        MORTGAGE LOAN PURCHASE AGREEMENT

                  Fixed-Rate and Adjustable-Rate Mortgage Loans

         C-BASS Mortgage Loan Asset-Backed Certificates, Series 2006-CB8

                           Dated as of October 1, 2006

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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
ARTICLE I   DEFINITIONS..................................................     1
   Section 1.01   Definitions............................................     1

ARTICLE II  SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE............     1
   Section 2.01   Sale of Mortgage Loans.................................     1
   Section 2.02   Obligations of Seller Upon Sale........................     2
   Section 2.03   Payment of Purchase Price for the Mortgage Loans.......     4

ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH..........     5
   Section 3.01   Seller Representations and Warranties Relating to
                  the Mortgage Loans.....................................     5
   Section 3.02   Seller Representations and Warranties..................    15

ARTICLE IV  SELLER'S COVENANTS...........................................    18
   Section 4.01   Covenants of the Seller................................    18

ARTICLE V   OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS................    19

ARTICLE VI  TERMINATION..................................................    19
   Section 6.01   Termination............................................    19

ARTICLE VII MISCELLANEOUS PROVISIONS.....................................    19
   Section 7.01   Amendment..............................................    19
   Section 7.02   Governing Law..........................................    19
   Section 7.03   Notices................................................    20
   Section 7.04   Severability of Provisions.............................    20
   Section 7.05   Counterparts...........................................    20
   Section 7.06   Further Agreements.....................................    20
   Section 7.07   Intention of the Parties...............................    21
   Section 7.08   Successors and Assigns; Assignment of this Agreement...    21
   Section 7.09   Survival...............................................    21

Schedule I Mortgage Loan Schedule

Exhibit A  Standard And Poor's Glossary For File Format For Levels(R)
           Version 5.7 Revised

Exhibit B  Early Pay Default Schedule



          MORTGAGE LOAN PURCHASE AGREEMENT, dated as of October 1, 2006 (the
"Agreement"), between CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC
("C-BASS" or the "Seller") and MERRILL LYNCH MORTGAGE INVESTORS, INC. (the
"Purchaser").

                                   WITNESSETH:

          WHEREAS, the Seller is the owner of either the notes or other evidence
of indebtedness (the "Mortgage Notes") or other evidence of ownership so
indicated on Schedule I hereto, and the other documents or instruments
constituting the Mortgage File (collectively, the "Mortgage Loans"); and

          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 as of October 1, 2006 (the "Pooling and Servicing Agreement"), among the
Seller, as sponsor, the Purchaser, as depositor, Litton Loan Servicing LP
("Litton"), as servicer and U.S. Bank National Association, as trustee (the
"Trustee"), the Purchaser will convey the Mortgage Loans to C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2006-CB8.

          NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.01 Definitions. All capitalized terms used but not defined herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

                                   ARTICLE II

                SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

     Section 2.01 Sale of Mortgage Loans. The Seller does hereby agree to and
does hereby sell, assign, set over, and otherwise convey to the Purchaser,
without recourse, on the Closing Date, (i) all of its right, title and interest
in and to each Mortgage Loan and the related Cut-off Date Principal Balance
thereof, including any Related Documents, (ii) all payments on or collections in
respect of the Mortgage Loans due after the Cut-off



Date; (iii) all property which secured such Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any
insurance policies in respect of the Mortgage Loans; and (v) all proceeds of any
of the foregoing.

     Section 2.02 Obligations of Seller Upon Sale.

          (a) In connection with any transfer pursuant to Section 2.01 hereof,
the Seller further agrees, at its own expense, on or prior to the Closing Date,

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