<PAGE>
EXHIBIT 99.1
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MERRILL LYNCH MORTGAGE LENDING, INC.,
SELLER
and
MERRILL LYNCH MORTGAGE INVESTORS, INC.,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of December 1, 2005
First Franklin Mortgage Loan Trust
Mortgage Loan Asset-Backed Certificates, Series 2005-FF12
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TABLE OF CONTENTS
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Page
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ARTICLE I
CONVEYANCE OF MORTGAGE LOANS................................
5
Section 1.01.
Sale of Mortgage
Loans................................ 5
Section 1.02.
Delivery of
Documents................................. 6
Section 1.03.
Review of
Documentation............................... 6
Section 1.04.
Representations
and Warranties of the Seller.......... 6
Section 1.05.
Grant
Clause.......................................... 19
Section 1.06.
Assignment by
Depositor............................... 19
ARTICLE II
MISCELLANEOUS PROVISIONS....................................
20
Section 2.01.
Binding Nature
of Agreement; Assignment............... 20
Section 2.02.
Entire
Agreement...................................... 20
Section 2.03.
Amendment............................................. 20
Section 2.04.
Governing
Law......................................... 20
Section 2.05.
Severability of
Provisions............................ 21
Section 2.06.
Indulgences; No
Waivers............................... 21
Section 2.07.
Headings Not to
Affect Interpretation................. 21
Section 2.08.
Benefits of
Agreement................................. 21
Section 2.09.
Counterparts.......................................... 21
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SCHEDULES
SCHEDULE A
Mortgage Loan Schedule
<PAGE>
This
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of December
1,
2005 (the "Agreement"), is executed by and between Merrill Lynch
Mortgage
Lending, 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 December 1, 2005, among the
Depositor, LaSalle
Bank National Association, as master servicer (the "Master
Servicer") and
securities administrator (the "Securities Administrator"),
Citibank, N.A., as
trustee (the "Trustee"), National City Home Loan Services, Inc., as
servicer
(the "Servicer") and Wilshire Credit Corporation, as special
servicer (the
"Special Servicer").
WITNESSETH:
WHEREAS, the Seller has acquired certain mortgage loans identified
on the
Mortgage Loan Schedule attached hereto as Schedule A (the "Mortgage
Loans") from
First Franklin Financial Corporation (the "Originator"), pursuant
to the Master
Mortgage Loan Purchase and Interim Servicing Agreement, between the
Seller and
the Originator, dated as of April 1, 2005 (the "Transfer
Agreement");
WHEREAS, the Seller desires to sell, without recourse, all of its
rights,
title and interest in the Mortgage Loans 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 approximately
$1,965,157,627. 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 December 1, 2005, 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 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.
<PAGE>
Concurrently with the execution hereof, the Depositor tenders the
purchase
price of [INTENTIONALLY OMITTED].
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; provided, 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 for the Mortgage Loans for the Depositor. The
Trustee is required
to review, within 60 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 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 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; neither the execution and delivery of this Agreement, nor
the
consummation of the transactions herein contemplated, nor
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
<PAGE>
(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 Seller hereby represents and warrants to the Depositor the
following with respect to the Mortgage Loans as of the Closing
Date. Other than
"Seller," "Depositor" and "Originator," capitalized terms used in
this Section
1.04(b) shall have the meanings assigned to such terms in the
Transfer
Agreement. To the extent that any fact, condition or event with
respect to a
Mortgage Loan constitutes a breach of a representation or warranty
of Seller
under this Agreement, the only right or remedy of the Depositor
shall be the
right to enforce the obligations of the Seller under any
applicable
representation or warranty made by it:
(i) The information set forth with respect to the Mortgage Loans
on
the
Mortgage Loan Schedule provides an accurate listing of the
Mortgage
Loans, and the information with respect to each Mortgage Loan on
the
Mortgage Loan Schedule is true and correct in all material respects
at the
date
or dates respecting which such information is given;
(ii) As of the Closing Date, no Mortgage Loan is in
foreclosure;
(iii) As
of the Closing Date, the Seller would not, based on
delinquencies as of such date, institute foreclosure proceeding
with
respect to any Mortgage Loan before the next scheduled payment date
on such
Mortgage Loan;
(iv) There are no delinquent taxes, ground rents, water charges,
sewer
rents, assessments, insurance premiums, leasehold payments,
including
assessments payable in future installments or other outstanding
charges
affecting the related Mortgaged Property;
(v) The terms of the Mortgage Note and the Mortgage have not
been
impaired, waived, altered or modified in any respect, except by
written
instruments, recorded in the applicable public recording office
if
necessary to maintain the lien priority of the Mortgage, and which
have
been
delivered to the Custodian; the substance of any such waiver,
alteration or modification has been approved by the insurer under
the
Primary Insurance Policy, if any, and the title insurer, to the
extent
required by the related policy, and is reflected on the Mortgage
Loan
Schedule. No instrument of waiver, alteration or modification has
been
executed, and no Mortgagor has been released, in whole or in part,
except
in connection with an
assumption agreement approved by the insurer under
the
Primary Insurance Policy, if any, the title insurer, to the
extent
required by the policy, and which assumption agreement has been
delivered
to
the Custodian and the terms of which are reflected in the Mortgage
Loan
Schedule;
(vi) The Mortgage Note and the Mortgage are not 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 no
such
right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto;
<PAGE>
(vii) All buildings upon the Mortgaged Property are insured by
a
generally acceptable insurer in accordance with the
Originator's
underwriting guidelines against loss by fire, hazards of extended
coverage
and
such other hazards as are customary in the area where the
Mortgaged
Property is located. All such insurance policies contain a
standard
mortgagee clause naming the Originator, its successors and assigns
as
mortgagee and all premiums thereon have been paid. If the
Mortgaged
Property is in an area identified on a "Flood Hazard Map" or
"Flood
Insurance Rate Map" issued by the Federal Emergency Management
Agency as
having special flood hazards (and such flood insurance has been
made
available) a flood insurance policy meeting the requirements of the
current
guidelines of the Federal Insurance Administration is in effect
which
policy conforms to the guidelines of the Originator. The Mortgage
obligates
the
Mortgagor thereunder to maintain all such insurance at the
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;
(viii) Any and all requirements of any federal, state or local
law
including, without limitation, applicable laws governing
prepayment
penalties, usury, truth in lending, real estate settlement
procedures,
consumer credit protection, equal credit opportunity, fair
housing,
disclosure laws and all applicable predatory and abusive lending
laws
applicable to the origination and servicing of mortgage loans of a
type
similar to the Mortgage Loans have been complied with and the
consummation
of
the transactions contemplated hereby will not involve the violation
of
any
such laws;
(ix) The Mortgage has not been satisfied, cancelled, subordinated
or
rescinded, in whole or in part, and the Mortgaged Property has not
been
released from the lien of the Mortgage, in whole or in part, nor
has any
instrument been executed that would effect any such
satisfaction,
cancellation, subordination, rescission or release;
(x) The related Mortgage is properly recorded and is a valid,
existing
and
enforceable first lien and first priority security interest on
the
Mortgaged Property, including all improvements on the Mortgaged
Property
subject only to (a) the lien of current real property taxes and
assessments
not
yet due and payable, (b) covenants, conditions and restrictions,
rights
of
way, easements and other matters of the public record as of the
date of
recording being acceptable to mortgage lending institutions
generally and
specifically referred to in the lender's title insurance policy
delivered
to
the Originator of the Mortgage Loan and which do not adversely
affect
the
Appraised Value of the Mortgaged Property and (c) other matters
to
which like properties are commonly subject which do not
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, existing and enforceable first
lien and
first priority security interest on the property described therein
and the
Seller has full right to sell and assign the same to the Depositor.
The
Mortgaged Property was not, as of the date of origination of the
Mortgage
Loan, subject to a mortgage, deed of trust, deed to secure debt or
other
security instrument creating a lien subordinate to the lien of
the
Mortgage;
(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;
(xii) All parties to the Mortgage Note and the Mortgage had
legal
capacity to enter into the Mortgage Loan and to execute and deliver
the
Mortgage Note and the Mortgage, and the Mortgage Note and the
Mortgage have
been
duly and properly executed by such parties. The
<PAGE>
Mortgagor is a natural person, the identity of such natural person
was
fully verified by the Seller and such Mortgagor is not in violation
of any
laws
regarding identity theft;
(xiii) The proceeds of the Mortgage Loan have been fully disbursed
to
or for the account of the
Mortgagor and there is no obligation for the
Mortgagee to advance additional funds thereunder and any and
all
requirements as to completion of any on-site or off-site
improvement and as
to
disbursements of any escrow funds therefor have been complied with.
All
costs, fees and expenses incurred in making or closing the Mortgage
Loan
and
the recording of the Mortgage have been paid, and the Mortgagor is
not
entitled to any refund of any amounts paid or due to the Mortgagee
pursuant
to
the Mortgage Note or Mortgage;
(xiv) The Seller is the sole legal, beneficial and equitable owner
of
the
Mortgage Note and the Mortgage. The Seller has full right and
authority
under all governmental and regulatory bodies having jurisdiction
over such
Seller, subject to no interest or participation of, or agreement
with, any
party, to transfer and sell the Mortgage Loan to the Depositor
pursuant to
this
Agreement free and clear of any encumbrance or right of others,
equity, lien, pledge, charge, mortgage, claim, participation
interest or
security interest of any nature (collectively, a "Lien"); and
immediately
upon
the transfers and assignments herein contemplated, the Seller
shall
have
transferred and sold all of its right, title and interest in and
to
each
Mortgage Loan and the Depositor will hold good, marketable and
indefeasible title to, and be the owner of, each Mortgage Loan
subject to
no
Lien;
(xv) All parties which have had any interest in the Mortgage
Loan,
whether as Originator, mortgagee, assignee, pledgee or otherwise,
are (or,
during the period in which they held and disposed of such interest,
were):
(A)
organized under the laws of such state, or (B) qualified to do
business
in
such state, or (C) federal savings and loan associations or
national
banks having principal offices in such state, or (D) not doing
business in
such
state so as to require qualification or licensing, or (E) not
otherwise required to be licensed in such state. All parties which
have had
any
interest in the Mortgage Loan were in compliance with any and
all
applicable "doing business" and licensing requirements of the laws
of the
state wherein the Mortgaged Property is located or were not
required to be
licensed in such state;
(xvi) The Mortgage Loan is covered by an ALTA lender's title
insurance
policy (which, in the case of an Adjustable Rate Mortgage Loan has
an
adjustable rate mortgage endorsement in the form of ALTA 6.0 or
6.1)
acceptable to Fannie Mae and Freddie Mac, issued by a title
insurer
acceptable to Fannie Mae and Freddie Mac and qualified to do
business in
the
jurisdiction where the Mortgaged Property is located, insuring
(subject
to
the exceptions contained above in clause (x)(a), (b) and (d))
the
Seller, its successors and assigns as to the first priority lien of
the
Mortgage in the original principal amount of the Mortgage Loan and,
with
respect to any Adjustable Rate Mortgage Loan, against any loss by
reason of
the
invalidity or unenforceability of the lien resulting from the
provisions of the Mortgage providing for adjustment in the
Mortgage
Interest Rate and Monthly Payment. Additionally, such lender's
title
insurance policy affirmatively insures ingress and egress to and
from the
Mortgaged Property, and against encroachments by or upon the
Mortgaged
Property or any interest therein. The Seller is the sole insured of
such
lender's title insurance policy, and such lender's title insurance
policy
is
in full force and effect and will be in full force and effect upon
the
consummation of the transactions contemplated by this Agreement. No
claims
have
been made under such lender's title insurance policy, and no
prior
holder of the related Mortgage, including the Seller, has done, by
act or
omission, anything which would impair the coverage of such lender's
title
insurance policy;
<PAGE>
(xvii) There is no default, breach, violation or event of
acceleration
existing under the Mortgage or the Mortgage Note and no event
which, with
the
passage of time or with notice and the expiration of any grace or
cure
period, would constitute a default, breach, violation or event
of
acceleration, and the Seller has not waived any default, breach,
violation
or
event of acceleration;
(xviii) There are no mechanics' or similar liens or claims which
have
been
filed for work, labor or material (and no rights are outstanding
that
under law could give rise to such lien) affecting the related
Mortgaged
Property which are or may be liens prior to, or equal or coordinate
with,
the
lien of the related Mortgage;
(xix) All improvements which were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly within
the
boundaries and building restriction lines of the Mortgaged
Property, and no
improvements on adjoining properties encroach upon the Mortgaged
Property;
(xx) At the time the Mortgage Loan was originated, the Originator
was
a
(i) mortgagee approved by the Secretary of Housing and Urban
Development
pursuant to Sections 203 and 211 of the National Housing Act or a
savings
and
loan association, a savings bank, a commercial bank or similar
banking
institution which is supervised and examined by a Federal or
State
authority, or (ii) a mortgage banker or broker licensed or
authorized to do
business in the jurisdiction in which the related Mortgaged
Property is
located, applying the same standards and procedures used by the
Seller in
originating Mortgage Loans directly. The Seller determined that
the
Mortgage Loans were originated in compliance with such standards
prior to
purchasing the Mortgage Loans;
(xxi) Principal payments on the Mortgage Loan shall commence
(with
respect to any newly originated Mortgage Loans) or commenced no
more than
sixty (60) days after the proceeds of the Mortgage Loan were
disbursed. The
Mortgage Loan bears interest at the Mortgage Interest Rate. With
respect to
each
Mortgage Loan, the Mortgage Note is payable on the first day of
each
month in Monthly Payments, which, (A) in the case of a Fixed Rate
Mortgage
Loan, are sufficient to fully amortize the original principal
balance over
the
original term thereof and to pay interest at the related
Mortgage
Interest Rate, (B) in the case of an Adjustable Rate Mortgage Loan,
are
changed on each Adjustment Date, and in any case, are sufficient to
fully
amortize the original principal balance over the original term
thereof and
to
pay interest at the related Mortgage Interest Rate and (C) in the
case
of a
Balloon Loan, are based on a twenty (20) or thirty (30) year
amortization schedule, as set forth in the related Mortgage Note,
and a
final Monthly Payment substantially greater than the preceding
Monthly
Payment which is sufficient to amortize the remaining principal
balance of
the
Balloon Loan and to pay interest at the related Mortgage Interest
Rate.
The
Index for each Adjustable Rate Mortgage Loan is as defined in
the
Mortgage Loan Schedule. The Mortgage Note does not permit
negative
amortization. No Mortgage Loan is a Convertible Mortgage Loan;
(xxii) The origination and collection practices used by the
Originator
with
respect to each Mortgage Note and Mortgage have been in all
respects
legal, proper, prudent and customary in the mortgage origination
and
servicing industry. The Mortgage Loan has been serviced by the
Servicer and
any
predecessor servicer in accordance with the terms of the Mortgage
Note.
With
respect to any Mortgage Loan which provides for an adjustable
interest
rate, all rate adjustments have been performed in accordance with
the terms
of
the related Mortgage Note or subsequent modifications, if any.
With
respect to escrow deposits and Escrow Payments, if any, all such
payments
are
in the possession of, or under the control of, the Seller or
the
Servicer and there exist no deficiencies in connection therewith
for which
customary arrangements for repayment
<PAGE>
thereof have not been made. No escrow deposits or Escrow Payments
or other
charges or payments due the Seller or the Servicer have been
capitalized
under any Mortgage or the related Mortgage Note and no such escrow
deposits
or
Escrow Payments are being held by the Seller or the Servicer for
any
work
on a Mortgaged Property which has not been completed;
(xxiii) The Mortgaged Property is free of damage and waste and
there
is
no proc
