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Exhibit 99.1
EXECUTION COPY
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MERRILL LYNCH MORTGAGE LENDING, INC.,
SPONSOR
and
MERRILL LYNCH MORTGAGE INVESTORS, INC.,
DEPOSITOR
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of August 1, 2007
Merrill Lynch Mortgage Investors Trust
(Mortgage Pass-Through Certificates Series MLCC 2007-3)
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THIS MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of
August 1,
2007 (the "Agreement"), is executed by and between Merrill Lynch
Mortgage
Lending, Inc. (the "Sponsor") and Merrill Lynch Mortgage
Investors, Inc. (the
"Depositor").
All capitalized terms not defined herein shall have the same
meanings
assigned to such terms in that certain Pooling and Servicing
Agreement, dated as
of August 1, 2007 (the "Pooling and Servicing Agreement"), by
and among Merrill
Lynch Mortgage Investors, Inc., as depositor (the "Depositor"),
HSBC Bank USA,
National Association, as trustee (the "Trustee"), Wells Fargo
Bank, N.A., as
master servicer and securities administrator ("Master
Servicer"), and PHH
Mortgage Corporation, as servicer.
WITNESSETH:
WHEREAS, pursuant to the Transfer Agreement (as defined in
Schedule A), the
Sponsor has purchased or received from the Transferor (as
defined in Schedule A)
certain mortgage loans identified on the Mortgage Loan Schedule
attached hereto
as Schedule B (the "Mortgage Loans");
WHEREAS, the Sponsor desires to sell, without recourse, all of
its rights,
title and interest in the Mortgage Loans to the Depositor, to
assign all of its
rights and interest under the Transfer Agreement and delegate
all of its
obligations thereunder to the Depositor; and
WHEREAS, the Sponsor and the Depositor acknowledge and agree
that the
Depositor will assign all of its rights and delegate all of its
obligations
hereunder to the Trustee, 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 Sponsor and the Depositor agree as
follows:
ARTICLE I
CONVEYANCE OF MORTGAGE LOANS
Section 1.01. Sale of Mortgage Loans. Concurrently with the
execution and
delivery of this Agreement, the Sponsor 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
Sponsor in and
to the Mortgage Loans identified on Schedule B hereto, having an
aggregate
stated principal balance as of the Cut-off Date of approximately
$293,596,173.
Such conveyance includes, without limitation, the right to all
distributions of
principal and interest received on or with respect to the
Mortgage Loans on or
after August 1, 2007, 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, together with all of the Sponsor'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
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REO Property and the proceeds thereof, the Sponsor's rights
under any Insurance
Policies related to the Mortgage Loans, and the Sponsor's
security interest in
any collateral pledged to secure the Mortgage Loans, including
the Mortgaged
Properties.
Concurrently with the execution and delivery of this Agreement,
the Sponsor
hereby assigns to the Depositor all of its rights and interest
under the
Transfer Agreement, other than any servicing rights retained
pursuant to the
provisions of each Transfer Agreement, to the extent relating to
the Mortgage
Loans. Concurrently with the execution hereof, the Depositor
tenders the
purchase price of $293,596,173. The Depositor hereby accepts
such assignment,
and shall be entitled to exercise all such rights of the Sponsor
under the
Transfer Agreement, as if the Depositor had been a party to such
agreement.
Section 1.02. Delivery of Documents. In connection with such
transfer and
assignment of the Mortgage Loans hereunder, the Sponsor does
hereby 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 Transfer
Agreement.
For Mortgage Loans (if any) that have been prepaid in full after
the
Cut-off Date and prior to the Closing Date, the Sponsor, 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 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 the Trustee, for the Mortgage Loans for the Depositor. The
Trustee is
required to review, within 45 days following the Closing Date,
each applicable
Mortgage File. If in the course of such review the Trustee
identifies any
material defect, the Sponsor shall be obligated to cure such
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
Replacement 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 the Pooling and Servicing Agreement.
Section 1.04. Representations and Warranties of the Sponsor.
(a) The Sponsor hereby represents and warrants to the Depositor
that as of
the date hereof that:
(i) The Sponsor is a Delaware 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,
to carry on its business as presently conducted and to enter
into and
perform its obligations under this Agreement;
(ii) The execution and delivery by the Sponsor of this Agreement
have
been duly authorized by all necessary corporate action on the
part of the
Sponsor; none of the execution and delivery of this Agreement,
the
consummation of the transactions herein contemplated or
compliance with the
provisions hereof will conflict with or result in a
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breach of, or constitute a default under, any of the provisions
of any law,
governmental rule, regulation, judgment, decree or order binding
on the
Sponsor or its properties or the federal stock charter or bylaws
of the
Sponsor;
(iii) The execution, delivery and performance by the Sponsor of
this
Agreement and the consummation of the transactions contemplated
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) This Agreement has been duly executed and delivered by
the
Sponsor and, assuming due authorization, execution and delivery
by the
Depositor, constitutes a valid and binding obligation of the
Sponsor
enforceable against it in accordance with its 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 Sponsor, threatened or likely to be asserted
against or
affecting the Sponsor, before or by any court, administrative
agency,
arbitrator or governmental body (A) with respect to any of the
transactions
contemplated by this Agreement or (B) with respect to any other
matter
which in the judgment of the Sponsor will be determined
adversely to the
Sponsor and will if determined adversely to the Sponsor
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 this Agreement.
(b) The Sponsor represents and warrants upon delivery of the
Mortgage Loans
to the Depositor hereunder, as to each, that as of the Closing
Date (except as
otherwise specified):
(i) The information set forth in the Mortgage Loan Schedule is
true
and correct in all material respects as of the Cut-off Date;
(ii) As of the Closing Date, the Mortgage Loan is not delinquent
in
payment more than 30 days and the Mortgage Loan has not been
dishonored;
the Mortgage Loan has never been delinquent in payment for more
than 60
days and has not more than once during the twelve months
preceding the
Cut-Off Date been delinquent in payment for more than 30 days;
there are no
material defaults under the terms of the Mortgage Loan; the
Sponsor has not
advanced funds, or induced, solicited or knowingly received any
advance of
funds from a party other than the owner of the Mortgaged
Property subject
to the Mortgage, directly or indirectly, for the payment of any
amount
required by the Mortgage Loan;
(iii) With respect to those Mortgage Loans as to which the
Mortgagors
are required to deposit funds into an escrow account for payment
of taxes,
assessments, insurance premiums and similar items as they become
due, there
are no delinquent taxes,
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ground rents, water charges, sewer rents, assessments or other
outstanding
charges which constitute a lien on the related Mortgaged
Property, and all
escrow deposits have been collected, are under the control of
the Servicer,
and have been applied to the payment of such items in a timely
fashion, in
accordance with such Mortgage. No escrow deposits or escrow
payments or
other charges or payments due the Servicer have been capitalized
under the
related Mortgage or Mortgage Note. With respect to those
Mortgage Loans for
which escrow deposits are not required, to the best of the
Sponsor's
knowledge, there are no delinquent taxes or other outstanding
charges
affecting the related Mortgaged Property which constitute a lien
on the
related Mortgaged Property;
(iv) The terms of the Mortgage Note and the Mortgage have not
been
impaired, waived, altered or modified in any respect, except by
written
instruments contained in the Mortgage File, approved, if
necessary, by the
insurer under any Primary Mortgage Insurance Policy and recorded
in all
places necessary to maintain the first priority of the lien, the
substance
of which waiver, alteration or modification is reflected on the
Mortgage
Loan Schedule. No Mortgagor has been released, in whole or in
part, except
in connection with an assumption agreement which assumption
agreement is
part of the Mortgage File and the terms of which are reflected
in the
Mortgage Loan Schedule;
(v) Neither the Mortgage Note nor the Mortgage is subject to any
right
of rescission, set-off, counterclaim or defense, including the
defense of
usury, nor will the operation of any of the terms of the
Mortgage Note and
the Mortgage, or the exercise of any right thereunder, render
the Mortgage
unenforceable, in whole or in part, or subject to any right of
rescission,
set-off, counterclaim or defense, including the defense of usury
and to the
best of the Sponsor's knowledge, no such right of rescission,
set-off,
counterclaim or defense has been asserted by any Person with
respect
thereto;
(vi) All buildings upon the Mortgaged Property are required to
be
insured by a generally acceptable insurer against loss by fire,
hazards of
extended coverage and such other hazards as are customarily
included in
extended coverage in the area where the Mortgaged Property is
located,
pursuant to standard hazard insurance policies in an amount
which is equal
to the lesser of (A) the replacement cost of the improvements
securing such
Mortgage Loan or (B) the principal balance owing on such
Mortgage Loan. To
the best knowledge of the Sponsor, all such standard hazard
policies are in
effect. On the date of origination, such standard hazard
policies contained
a standard mortgagee clause naming the Transferor or the
Originator of the
Mortgage Loan and their respective successors in interest as
mortgagee and,
to the best knowledge of the Sponsor, such clause is still in
effect and,
to the best of the Sponsor's knowledge, all premiums due thereon
have been
paid. If the Mortgaged Property is located in an area identified
by the
Federal Emergency Management Agency as having special flood
hazards under
the National Flood Insurance Act of 1994, as amended, such
Mortgaged
Property is covered by flood insurance in the amount required
under the
National Flood Insurance Act of 1994. The Mortgage obligates the
Mortgagor
thereunder to maintain all such insurance at Mortgagor's cost
and expense,
and on the Mortgagor's failure to do so, authorizes the holder
of the
Mortgage to maintain such insurance at Mortgagor's cost and
expense and to
seek reimbursement therefor from the Mortgagor;
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(vii) At the time of origination of such Mortgage Loan and
thereafter,
all requirements of any federal, state or local law including,
without
limitation, usury, truth-in-lending, real estate settlement
procedures,
consumer credit protection, equal credit opportunity or
disclosure laws
required to be complied with by the Transferor or the Originator
of the
Mortgage Loan and applicable to the Mortgage Loan have been
complied with
in all material respects;
(viii) The Mortgage has not been satisfied as of the Closing
Date,
canceled or subordinated, in whole, or rescinded, and the
Mortgaged
Property has not been released from the lien of the Mortgage, in
whole or
in part (except for a release that does not materially impair
the security
of the Mortgage Loan or a release the effect of which is
reflected in the
Loan-to-Value Ratio for the Mortgage Loan as set forth in the
Mortgage Loan
Schedule), nor to the best of the Sponsor's knowledge has any
instrument
been executed that would effect any such release,
cancellation,
subordination or rescission;
(ix) Ownership of the Mortgaged Property is held in fee simple
or a
leasehold estate. With respect to Mortgage Loans that are
secured by a
leasehold estate, (i) the lease is valid, in full force and
effect, and
conforms to all of FNMA's requirements for leasehold estates;
(ii) all
rents and other payments due under the lease have been paid;
(iii) the
lessee is not in default under any provision of the lease; (iv)
the term of
the lease exceeds the maturity date of the related Mortgage Loan
by at
least five (5) years; and (v) the terms of the lease provide a
Mortgagee
with an opportunity to cure any defaults. Except as permitted by
the fourth
sentence of this paragraph (i), the Mortgage is a valid,
subsisting and
enforceable first lien on the Mortgaged Property, including all
buildings
on the Mortgaged Property and all installations and
mechanical.,
electrical, plumbing, heating and air conditioning systems
affixed to such
buildings, and all additions, alterations and replacements made
at any time
with respect to the foregoing securing the Mortgage Note's
original
principal balance. The Mortgage and the Mortgage Note do not
contain any
evidence on their face of any security interest or other
interest or right
thereto. Such lien is free and clear of all adverse claims,
liens and
encumbrances having priority over the first lien of the Mortgage
subject
only to (1) the lien of non-delinquent current real property
taxes and
assessments not yet due and payable, (2) covenants, conditions
and
restrictions, rights of way, easements and other matters of the
public
record as of the date of recording which are acceptable to
mortgage lending
institutions generally, or which are specifically referred to in
the
lender's title insurance policy delivered to the Originator of
the Mortgage
Loan and either (A) which are referred to or otherwise
considered in the
appraisal made for the Originator of the Mortgage Loan, or (B)
which do not
in the aggregate adversely affect the appraised value of the
Mortgaged
Property as set forth in such appraisal, and (3) other matters
to which
like properties are commonly subject which do not in the
aggregate
materially interfere with the benefits of the security intended
to be
provided by the Mortgage or the use, enjoyment, value or
marketability of
the related Mortgaged Property. Any security agreement, chattel
mortgage or
equivalent document related to and delivered in connection with
the
Mortgage Loan establishes and creates a valid, subsisting and
enforceable
first lien and first priority security interest on the property
described
therein. With respect to each Co-op Loan, the security
instruments create a
valid, enforceable and subsisting first priority security
interest in the
Co-op Lease and Co-op Stock securing the related Mortgage
Note
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subject to only to (a) the lien of the related cooperative for
unpaid
assessments representing the Mortgagor's pro rata share of
payments for a
blanket mortgage, if any, current and future real property
taxes, insurance
premiums, maintenance fees and other assessments to which like
collateral
is commonly subject, anal (b) other matters to which the
collateral is
commonly subject which do not materially interfere with the
benefits of the
security intended to be provided; provided, however, that the
related Co-op
Loan may be subordinated or otherwise subject to the lien of a
Mortgage on
the cooperative building;
(x) The Mortgage Note is not subject to a third party's
security
interest or other rights or interest therein;
(xi) The Mortgage Note and the related Mortgage are genuine and
each
is the legal, valid and binding obligation of the maker
thereof,
enforceable in accordance with its terms subject to bankruptcy,
insolvency
and other laws of general application affecting the rights of
creditors.
All parties to the Mortgage Note and the Mortgage had the legal
capacity to
enter into the Mortgage Loan and to execute and deliver the
Mortgage Note
and the Mortgage. The Mortgage Note and the Mortgage have been
duly and
properly ex
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