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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 March 1, 2005
Ownit Mortgage Loan Trust
(Mortgage Loan Asset-Backed Certificates, Series 2005-2)
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This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of
March 1,
2005 (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 March 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 March 1, 2004, 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 March 1, 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 $882,028,636. 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 March 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 $[
]. 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 constitutes a breach of a repres
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