MERRILL LYNCH MORTGAGE LENDING INC.,



                                     SELLER



                                      and



                    MERRILL LYNCH MORTGAGE INVESTORS, INC.,



                                   PURCHASER



                  MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT



                          Dated as of October 1, 2005



                           Ownit Mortgage Loan Trust

            (Mortgage Loan Asset-Backed Certificates, Series 2005-4)



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      This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of October 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 October 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 April 1, 2005, 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 October 28, 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 $865,550,313.26. Such conveyance

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

interest received on or



{PAGE}



with respect to the Mortgage Loans on or after October 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

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