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Exhibit 99.1
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MERRILL LYNCH MORTGAGE LENDING, INC.,
SELLER
and
MERRILL LYNCH MORTGAGE INVESTORS, INC.,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of September 1, 2005
Merrill Lynch Mortgage Investors Trust
(Mortgage Loan Asset-Backed Certificates, Series 2005-AR1)
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This MORTGAGE
LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of September 1,
2005 (the "Agreement"), is executed by and
between Merrill Lynch Mortgage
Lending, 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 September
1, 2005, among the Depositor,
Deutsche Bank National Trust Company, as
trustee (the "Trustee") and Wilshire
Credit Corporation, as servicer (the
"Servicer").
WITNESSETH:
WHEREAS,
pursuant to the Mortgage Loan Purchase and Interim Servicing
Agreement, dated as of June 24, 2005, as
amended, by and between the Seller, as
purchaser, Merrill Lynch Mortgage Capital
Inc, purchaser, and Ameriquest
Mortgage Company ("Ameriquest" 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,
dated as of September 29, 2005 provided by
Ameriquest to the Seller (the "Bring
Down Letter") and by those certain terms
agreements between the Seller and the
Transferor, dated as of June 24, 2005, June
24, 2005 and June 30, 2005
(collectively, the "Term Sheets");
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, the Bring Down Letter and the
Term Sheets, 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
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an aggregate principal balance as of the
Cut-off Date of $1,108,279,648. 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 September 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, the Bring Down Letter
and the Term Sheets, other than any
servicing rights retained pursuant to the
provisions of the Transfer Agreement,
the Bring Down Letter and the Term Sheets,
to the extent relating to the
Mortgage Loans. Concurrently with the
execution hereof, the Depositor tenders
the purchase price of $1,058,459,485.22.
The Depositor hereby accepts such
assignment, and shall be entitled to
exercise all such rights of the Seller
under the Transfer Agreement, the Bring
Down Letter and the Term Sheets, as if
the Depositor had been a party to such
agreements.
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 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 representation or warranty
of the Transferor under the Transfer
Agreement, Bring Down Letter or the Term
Sheets and (ii) a representation or
warranty of the Seller under
