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Exhibit 99.2
EXECUTION COPY
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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 March 1, 2007
Merrill Lynch Mortgage Investors Trust
(Mortgage Loan Asset-Backed Certificates, Series 2007-HE2)
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This
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of March 1,
2007
(the "Agreement"), is executed by and between Merrill Lynch
Mortgage Lending,
Inc. ("MLML" or 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 March 1, 2007, among the
Depositor, Wilshire
Credit Corporation, as servicer, Option One Mortgage Corporation,
as servicer
("Option One"), Litton Loan Servicing LP, as servicer
(collectively, the
"Servicers"), LaSalle Bank National Association, as master servicer
and
securities administrator (the "Securities Administrator"), and
Citibank, N.A.,
as trustee (the "Trustee").
WITNESSETH:
WHEREAS, pursuant to the Amended and Restated Master Mortgage Loan
Purchase
and Servicing Agreement, dated as of November 1, 2006, by and among
the Seller,
Option One, as seller and servicer, Option One Mortgage Capital
Corporation, as
seller and obligor, Option One Owner Trust 2001-1A, Option One
Owner Trust
2001-1A, Option One Owner Trust 2001-1B, Option One Owner Trust
2001-2, Option
One Owner Trust 2002-3, Option One Owner Trust 2003-4, Option One
Owner Trust
2003-5, Option One Owner Trust 2005-6, Option One Owner Trust
2005-7, Option One
Owner Trust 2005-8 and Option One Owner Trust 2005-9 (collectively,
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 "Option One Mortgage Loans");
WHEREAS, the Transfer Agreement is supplemented by a letter, dated
as of
March 30, 2007, between the Transferor 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
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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 Option One Mortgage Loans identified on Schedule A hereto,
having an
aggregate principal balance as of the Cut-off Date of
$339,501,268.31. Such
conveyance includes, without limitation, the right to all
distributions of
principal and interest received on or with respect to the Option
One Mortgage
Loans on or after March 1, 2007, 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 Option
One Mortgage
Loans, and the Seller's security interest in any collateral pledged
to secure
the Option One 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 Option One Mortgage Loans.
Concurrently
with the execution hereof, the Depositor tenders the purchase price
of
$339,501,268.31. 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
agreements.
Section 1.02. Delivery of Documents. In connection with such
transfer and
assignment of the Option One 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 Option One Mortgage
Loan (each a
"Mortgage File") so transferred and assigned, as specified in the
Transfer
Agreement.
(a)
For Option One 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
Option One Mortgage Loans listed on the Mortgage Loan Schedule,
subject to
review thereof by the Trustee or one or more of its Custodians on
behalf of the
Depositor. The Trustee (or its Custodians) is required to review,
within sixty
(60) days following the Closing Date, each applicable Mortgage
File. If in the
course of such review the Trustee (or its Custodians) identifies
any material
defect, the Seller shall be obligated to cure such defect or to
repurchase the
related Option One 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
specified in the Pooling Agreement.
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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 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 Option One Mortgage Loans contained in the Transfer Agreement
were made as
of the date of (or a date specified in) the Transfer Agreement and
certain of
such representations and warranties have been brought forward to
the Closing
Date pursuant to the terms of the Bring Down Letter and the
Transfer Agreement.
The representations and warranties of the Transferor with respect
to the Option
One Mortgage Loans contained in the applicable Bring Down Letter or
Transfer
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Agreement are being made as of the Closing Date. To the extent that
any fact,
condition or event with respect to an Option One Mortgage Loan
constitutes a
breach of both (i) a representation or warranty of the Transferor
under the
Transfer Agreement or Bring Down Letter and (ii) a representation
or warranty of
the Seller under this Agreement, the sole right or remedy of the
Depositor with
respect to a breach of such representation and warranty (other than
a breach by
the Seller of the representations and warranties made pursuant to
Sections
1.04(b)(vii) and 1.04(b)(viii) hereof) shall be the right to
enforce the
obligations of the Transferor under such applicable representation
or warranty
made by the Transferor.
The
representations and warranties of the Seller with respect to the
Option
One Mortgage Loans pursuant to Sections 1.04(b)(vii) and
1.04(b)(viii) hereof
shall be direct obligations of the Seller. The Depositor
acknowledges and agrees
that the repr
