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 August 1, 2005

 

                     Merrill Lynch Mortgage Investors Trust

           (Mortgage Loan Asset-Backed Certificates, Series 2005-NCA)

 

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      This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of August 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 August 1, 2005, by and among the Depositor,

Wilshire Credit Corporation, as servicer (the "Servicer") and Deutsche Bank

National Trust Company, as trustee (the "Trustee").

 

                                   WITNESSETH:

 

     WHEREAS, pursuant to the Master Mortgage Loan Purchase and Interim

Servicing Agreement, dated as of August 1, 2004, by and between the Seller, NC

Capital Corporation. ("NC Capital") and New Century Mortgage Corporation ("NCMC"

and together with NC Capital, the "Transferors") (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 August 30, 2005 among NC Capital, NCMC 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 $244,749,252. Such conveyance

 

 

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includes, without limitation, the right to all distributions of principal and

interest received on or with respect to the Mortgage Loans on or after August 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 $243,910,160.32.

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:

 

 

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          (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 Transferors 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 Transferors

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

respec