<PAGE>
EXHIBIT 99.1
EXECUTION COPY
MERRILL LYNCH MORTGAGE CAPITAL INC.,
SELLER
and
MERRILL LYNCH MORTGAGE INVESTORS, INC.,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of January 1, 2005
Merrill Lynch Mortgage Investors Trust
(Mortgage Loan Asset-Backed Certificates, Series 2005-WMC1)
<PAGE>
This
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of January
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 January
1, 2005, 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,
pursuant to the Master Mortgage Loan Purchase and Interim
Servicing Agreement, dated as of January 1,
2004, by and between the Seller and
WMC Mortgage Corp. ("WMC" 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 January 27, 2005
among WMC 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
<PAGE>
an aggregate principal balance as of the
Cut-off Date of $1,852,807,586. 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 January 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 $1,852,807,586.
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, 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:
<PAGE>
(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 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
both (i) a representatio
