|
<PAGE>
FORM
EXHIBIT 99.1
================================================================================
MERRILL LYNCH MORTGAGE CAPITAL INC.,
SELLER
and
MERRILL LYNCH MORTGAGE INVESTORS, INC.,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of June 1, 2004
Merrill Lynch Mortgage Investors Trust
(Mortgage Loan Asset-Backed Certificates, Series 2004-WMC4)
================================================================================
<PAGE>
This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of
June 1,
2004 (the "Agreement"), is executed by and between Merrill Lynch
Mortgage
Capital Inc. (the "Seller") 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 (the
"Pooling Agreement"), dated as of June 1, 2004, among the
Depositor, Wells Fargo
Bank, National Association, as trustee (the "Trustee") and HomEq
Servicing
Corporation, as servicer (the "Servicer").
WITNESSETH:
WHEREAS, pursuant to the Master Mortgage Loan Purchase and
Interim
Servicing Agreement, dated as of January 1, 2004, by and between
the Seller and
WMC Mortgage Corp. ("WMC" or the "Transferor") (the "Transfer
Agreement"), the
Seller has purchased or received certain mortgage loans
identified on the
Mortgage Loan Schedule attached hereto as Schedule A (the
"Mortgage Loans");
WHEREAS, the Transfer Agreement is supplemented by that certain
letter
agreement, dated as of June 15, 2004 among WMC and the Seller
(the "Bring Down
Letter");
WHEREAS, the Seller 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 the
Bring Down
Letter, and to delegate all of its obligations thereunder, to
the Depositor; and
WHEREAS, the Seller 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 Seller 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 Seller 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
Seller in and to the Mortgage Loans identified on Schedule A
hereto, having an
aggregate principal balance as of the Cut-off Date of
$________________. 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 June 1, 2004, other than payments of principal
<PAGE>
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 Seller'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 REO Property
and the proceeds
thereof, the Seller's rights under any Insurance Policies
related to the
Mortgage Loans, and the Seller'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
Seller hereby assigns to the Depositor all of its rights and
interest under the
Transfer Agreement and the Bring Down Letter, other than any
servicing rights
retained pursuant to the provisions of the Transfer Agreement
and the Bring Down
Letter, to the extent relating to the Mortgage Loans.
Concurrently with the
execution hereof, the Depositor tenders the purchase price
of
$_________________. The Depositor hereby accepts such
assignment, and shall be
entitled to exercise all such rights of the Seller under the
Transfer Agreement
and the Bring Down Letter, 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 Seller 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.
(a) For Mortgage Loans (if any) that have been prepaid in
full
after the Cut-off Date and prior to the Closing Date, the
Seller, 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 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, Wells Fargo Bank, N.A. (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 Seller 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 Agreement.
Section 1.04. Representations and Warranties of the Seller.
(a) The Seller hereby represents and warrants to the
Depositor
that as of the date hereof that:
(i) The Seller is a Delaware corporation duly organized,
validly existing and in good standing under the laws governing
its
creation and existence and has full
<PAGE>
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 Seller of this
Agreement have been duly authorized by all necessary corporate
action
on the part of the Seller; 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
breach of, or constitute a default under, any of the provisions
of any
law, governmental rule, regulation, judgment, decree or order
binding
on the Seller or its properties or the federal stock charter or
bylaws
of the Seller;
(iii) The execution, delivery and performance by the Seller
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 Seller and, assuming due authorization, execution and
delivery
by the Depositor, constitutes a valid and binding obligation of
the
Seller 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 Seller, threatened or likely to be
asserted
against or affecting the Seller, 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 Seller will be
determined
adversely to the Seller and will if determined adversely to the
Seller
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 representations and warranties of the Transferor
with
respect to the Mortgage Loans contained in the Transfer
Agreement were made as
of the date of the Transfer Agreement and brought forward to the
Closing Date
pursuant to the Bring Down Letter. The representations and
warranties of the
Transferor with respect to the Mortgage Loans contained in the
Bring Down Letter
were made as of the Closing Date. To the extent that any fact,
condition or
event with respect to a Mortgage Loan constitutes a
| 
