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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
Ownit Mortgage Loan Trust
(Mortgage Loan Asset-Backed Certificates, Series 2005-5)
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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, HSBC
Bank USA, National Association, as trustee (the "Trustee"), Wells
Fargo Bank,
N.A. as master servicer and securities administrator, and Litton
Loan Servicing
LP, as servicer (the "Servicer").
W I T N E S S E T H:
WHEREAS,
pursuant to the Master Mortgage Loan Purchase and Interim
Servicing Agreement, dated as of April 1, 2005, by and between the
Seller and
Ownit Mortgage Solutions Inc. ("Ownit" 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 December 28, 2005 among Ownit 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 $465,328,742. Such
conveyance
includes, without limitation, the right to all distributions of
principal and
interest received on or
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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.
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
$[INTENTIONALLY
OMITTED]. 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, HSBC Bank USA, National Association (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
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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 const
