<PAGE>
EXHIBIT 99.1
EXECUTION COPY
MERRILL LYNCH MORTGAGE INVESTORS TRUST
SERIES MLCC 2004-G
MORTGAGE PASS-THROUGH CERTIFICATES
MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
Between
MERRILL LYNCH CREDIT CORPORATION
and
MERRILL LYNCH MORTGAGE INVESTORS, INC.
dated as of December 1, 2004
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S>
<C>
Section 1.
Definitions..................................................................................
1
Section 2. Representations and Warranties
of MLCC and MLMI..............................................
2
Section 3. Additional Representations,
Warranties and Agreements of MLCC................................
3
Section 4. Conveyance of Mortgage
Loans.................................................................
9
Section 5. Intention of
Parties.........................................................................
10
Section 6. Servicing of Additional
Collateral Mortgage
Loans............................................ 10
Section 7.
Termination..................................................................................
11
Section 8.
Miscellaneous................................................................................
12
</TABLE>
i
<PAGE>
MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
This
Mortgage Loan Purchase and Sale Agreement (the "Agreement") is
made
as of December 1, 2004, by and between
Merrill Lynch Credit Corporation, a
Delaware corporation ("MLCC") and Merrill
Lynch Mortgage Investors, Inc., a
Delaware corporation ("MLMI").
WHEREAS,
the parties hereto desire to provide for the purchase and sale
of
the Mortgage Loans on the Closing Date (as
defined in the Pooling and Servicing
Agreement, dated as of December 1, 2004
(the "Pooling and Servicing Agreement")
among MLMI, as depositor, Wells Fargo Bank,
N.A., as trustee (the "Trustee"),
Cendant Mortgage Corporation, as servicer
(the "Servicer") and acknowledged by
MLCC, as seller (the "Seller")) (the
"Mortgage Loans"), in accordance with the
terms and conditions set forth in this
Agreement.
NOW,
THEREFORE, the parties in consideration of good and valuable
consideration, the receipt and sufficiency
of which is hereby acknowledged, and
intending to be legally bound, hereby agree
as follows:
Section 1.
Definitions.
Whenever
used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have
the following meanings specified in
this Article. Capitalized terms not
otherwise defined herein have the meanings
ascribed to such terms in the Pooling and
Servicing Agreement.
Additional
Collateral: (i) With respect to any Mortgage 100(sm) Loan, the
Securities Account and the financial assets
held therein subject to a security
interest pursuant to the related Mortgage
100(sm) Pledge Agreement, or (ii) with
respect to any Parent Power(R) Mortgage
Loan, the related Parent Power(R)
Agreement.
Additional
Collateral Mortgage Loan: Each Mortgage Loan, as identified on
the Mortgage Loan Schedule, as to which
Additional Collateral was required to be
provided at the closing thereof.
Control
Agreement: With respect to each Mortgage 100(sm) Loan, the
Merrill
Lynch Pledged Collateral Account Control
Agreement between the Guarantor or
Mortgagor, as applicable, the Seller and
Merrill Lynch, Pierce, Fenner & Smith
Incorporated, pursuant to which the
Guarantor or Mortgagor, as applicable, has
granted a security interest to the Seller
in a Securities Account.
Guarantor:
Any Person who has guaranteed payment of a Mortgage Loan
pursuant to a Parent Power(R)
Agreement.
Mortgage
100(sm) Loan: A Mortgage Loan secured by Additional Collateral
in
the form of a security interest in the
Securities Account and the financial
assets held therein and having a value, as
of the date of origination of such
Mortgage Loan, of at least equal to the
related Original Additional Collateral
Requirement.
<PAGE>
Mortgage
100(sm) Pledge Agreement: With respect to each Mortgage 100(sm)
Loan, the Pledge Agreement for Securities
Account between the related Mortgagor
and MLCC pursuant to which such Mortgagor
granted a security interest in the
related securities and other financial
assets held therein.
Original
Additional Collateral Requirement: With respect to any
Additional
Collateral Mortgage Loan, generally 30
percent of the original principal balance
of such Mortgage Loan or such lesser
percentage thereof as is specified by MLCC
in connection with the origination of such
Additional Collateral Mortgage Loan.
Parent
Power(R) Agreement: With respect to each Parent Power(R)
Mortgage
Loan, a Parent Power(R) Guaranty and
Security Agreement for Securities Account.
Parent
Power(R) Guaranty and Security Agreement for Securities
Account:
With respect to a Parent Power(R) Mortgage
Loan, an agreement between the Seller
and a guarantor on behalf of the Mortgagor
under such Parent Power(R) Mortgage
Loan pursuant to which such guarantor
guarantees the payment of certain losses
under such Parent Power(R) Mortgage Loan
and has granted a security interest to
the Seller in certain marketable securities
to collateralize such guaranty. The
required amount of such collateral is at
least equal to the Original Additional
Collateral Requirement for such Parent
Power(R) Mortgage Loan.
Parent
Power(R) Mortgage Loan: A Mortgage Loan having at the time of
origination a Loan-to-Value Ratio generally
in excess of the Seller's maximum
acceptable Loan-to-Value Ratio for such
Mortgage Loan as set forth in the
Underwriting Standards, which Mortgage Loan
is supported by a Parent Power(R)
Agreement.
Pledge
Agreement: Any Mortgage 100(sm) Pledge Agreement or Parent
Power(R)
Guaranty and Security Agreement for
Securities Account related to an Additional
Collateral Mortgage Loan.
Securities
Account: With respect to any Additional Collateral Mortgage
Loans, the account, together with the
financial assets held therein, that are
the subject of the related Pledge
Agreement.
Support
Agreement: That certain Support Agreement dated as of February
28,
1996 between Merrill Lynch & Co., Inc.
and the Seller and acknowledged by the
Surety Bond Issuer.
Surety
Agreement: That certain Surety Bond Reimbursement Agreement, as
amended, dated as of February 28, 1996
between the Seller and the Surety Bond
Issuer.
Surety
Bond means the limited purpose surety bond (Policy No.
AB0039BE),
dated February 28, 1996 in respect to
Mortgage Loans originated by the Seller,
issued by the Surety Bond Issuer for the
benefit of certain beneficiaries, but
only to the extent that such Surety Bond
covers any Additional Collateral
Mortgage Loan.
Surety
Bond Issuer: means Ambac Assurance Corporation (f/k/a Ambac
Indemnity Corporation), or any successor
thereto.
2
<PAGE>
Section 2.
Representations and Warranties of MLCC and MLMI. MLCC and MLMI,
each as to itself and not the other, hereby
represents, warrants and agrees for
the benefit of the other party 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, or (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 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 3.
Additional Representations, Warranties and Agreements of MLCC.
(a) MLCC
represents and warrants to, and agrees with, MLMI that (i) on
the
Closing Date, MLCC will have good, valid
and marketable title to the Mortgage
Loans that are identified in Schedule A to
the Pooling and Servicing Agreement
and the contractual rights with respect to
the Mortgage Loans under the
Servicing Agreement 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 MLMI, MLMI will
receive good, valid and marketable
title to all of the Mortgage Loans and will
receive all of MLCC's contractual
rights and obligations under the Servicing
Agreement, in each case free and
clear of any liens, mortgages, deeds of
trust, pledges, security interests,
charges, encumbrances or other claims.
(b) MLCC
hereby makes the representations and warranties as to the
Mortgage Loans for the benefit of MLMI and
the Trustee:
(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 related Closing Date, the Mortgage Loan is not
delinquent
in payment more than 30 days and the Mortgage Loan has not been
dishonored; there are no material defaults under the terms of the
Mortgage
Loan; MLCC
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) To the best of MLCC's knowledge, 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
3
<PAGE>
due, there
are no delinquent taxes, 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 MLCC'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 MLCC'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 MLCC, all such standard hazard policies
are
in effect.
On the date of origination, such standard hazard policies
contained
a standard mortgagee clause naming MLCC or the originator of
the
Mortgage
Loan and their respective successors in interest as mortgagee
and, to
the best knowledge of MLCC, such clause is still in effect and,
to
the best
of MLCC'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;
4
<PAGE>
(vii) To the best of MLCC's knowledge, 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 MLCC
as 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 MLCC'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
