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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
