MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT

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EXHIBIT 99.1

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MERRILL LYNCH MORTGAGE CAPITAL INC.,

SELLER

and

MERRILL LYNCH MORTGAGE INVESTORS, INC.,

PURCHASER

MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT

Dated as of December 1, 2004

First Franklin Mortgage Loan Trust

Mortgage Loan Asset-Backed Certificates, Series 2004-FFC

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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

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This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of December 1,

2004 (the "Agreement"), is executed by and between Merrill Lynch Mortgage

Capital 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, 2004, among the Depositor, Wells

Fargo Bank, N.A., as master servicer (the "Master Servicer") and securities

administrator (the "Securities Administrator"), HSBC Bank USA, National

Association, as trustee (the "Trustee") and Wilshire Credit Corporation, as

servicer (the "Servicer").

W I T N E S S E T H:

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 August 1, 2003, as amended (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 $397,867,023. 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, 2004, 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.

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Concurrently with the execution hereof, the Depositor tenders the purchase

price of $397,867,023.

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

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(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;

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(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 second lien and second 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, (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 and (d) a first lien on

the 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

second lien and second 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

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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;

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(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

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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