MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

 

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                                                                    Exhibit 99.1

 

                     MERRILL LYNCH MORTGAGE INVESTORS TRUST

                               SERIES MLCC 2005-A

 

                       MORTGAGE PASS-THROUGH CERTIFICATES

 

                    MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

 

                                     Between

 

                        MERRILL LYNCH CREDIT CORPORATION

 

                                       and

 

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

 

                          dated as of February 1, 2005

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                                TABLE OF CONTENTS

 

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                                                                                PAGE

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<S>           <C>                                                                 <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

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                    MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

 

     This Mortgage Loan Purchase and Sale Agreement (the "Agreement") is made as

of February 1, 2005, 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 February 1, 2005 (the "Pooling and Servicing Agreement")

among MLMI, as depositor, Wells Fargo Bank, N.A., as trustee (the "Trustee"),

PHH 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.

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     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.

 

 

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     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

 

 

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     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;

 

 

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          (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 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, co