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Exhibit 99.2
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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 November 1, 2005
Merrill Lynch Mortgage Investors Trust
(Mortgage Loan Asset-Backed Certificates, Series 2005-NCB)
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This MORTGAGE
LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of November 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 November
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 April 1,
2005, 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 November 29, 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
$154,631,378.29. 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 November
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 $[INTENTIONALLY
OMITTED]. 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
respect to a Mortgage
