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Exhibit 99.1
MERRILL LYNCH MORTGAGE INVESTORS, INC.
Purchaser
MERRILL LYNCH MORTGAGE LENDING, INC.
Seller
SUBSEQUENT MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of November 14, 2006
$35,833,571.20
SPECIALTY UNDERWRITING AND RESIDUAL FINANCE TRUST
Mortgage Loan Asset-Backed Certificates, Series SURF 2006-AB3
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Subsequent Mortgage Loan Purchase Agreement (this "Agreement"),
dated as of
November 14, 2006, between Merrill Lynch Mortgage Investors, Inc.,
as purchaser
(the "Purchaser"), and Merrill Lynch Mortgage Lending, Inc., as
seller (the
"Seller").
The
Seller agrees to sell, and the Purchaser agrees to purchase,
certain
mortgage loans listed in Exhibit A hereto (the "Subsequent Mortgage
Loans") as
described herein on November 14, 2006 (the "Subsequent Transfer
Date"). The
Purchaser, a Delaware corporation, intends to deposit the
Subsequent Mortgage
Loans into a trust fund (the "Trust Fund") evidenced by Specialty
Underwriting
and Residential Finance Trust, Asset-Backed Certificates, Series
2006-AB3 (the
"Certificates"). The Certificates were issued pursuant to a Pooling
and
Servicing Agreement, dated as of September 1, 2006 (the "Cut-Off
Date"), among
the Purchaser, Wilshire Credit Corporation, as servicer, and U.S.
Bank National
Association, as trustee (the "Pooling and Servicing
Agreement").
The
Certificates are described more fully in the related prospectus
dated
September 8, 2006, as supplemented by the Prospectus Supplement,
dated September
22, 2006 (as supplemented, the "Prospectus").
All
capitalized terms not otherwise defined herein have the meanings
set
forth in the Pooling and Servicing Agreement. The following terms
are defined as
follows:
Subsequent Cut-Off Date: November 1, 2006
Subsequent Transfer Date: November 14, 2006
Now,
therefore, in consideration of the premises and the mutual
agreements
set forth herein, the parties agree as follows:
ARTICLE I
SALE AND
CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS
SECTION 1.01. Sale and Conveyance of Mortgage; Possession of
Mortgage File.
The Seller does hereby sell, transfer, assign, set over and convey
to the
Purchaser, without recourse, all right, title, and interest, other
than the
servicing rights, of the Seller in and to $35,833,571.20 of
Subsequent Mortgage
Loans and each of the documents and records maintained by the
Seller with
respect to the origination or servicing of a particular Subsequent
Mortgage Loan
(each, a "Mortgage File") including all principal and interest due
on or with
respect to the Subsequent Mortgage Loans after the Subsequent
Cut-off Date. All
documents relating to the Subsequent Mortgage Loans not delivered
to the
Purchaser are and shall be held in trust by the Seller for the
benefit of the
Purchaser as the owner thereof or the Purchaser's assignee or
designee and the
Seller's possession of the contents of each such document so
retained is at the
will of the Purchaser or the Purchaser's assignee or designee and
such retention
and possession by the Seller is in a custodial capacity only. Upon
sale of the
Subsequent Mortgage Loans, the ownership of each related Mortgage
Note, the
Mortgage and the contents of the related Mortgage File will be
vested in the
Purchaser and the ownership of all records and documents with
respect to the
related Subsequent Mortgage Loan prepared by or which come into the
possession
of the Seller shall immediately vest in the Purchaser and shall be
retained and
maintained, in trust, by the Seller at the will of the Purchaser in
such
custodial capacity only. The Seller's records will accurately
reflect the sale
of each Subsequent Mortgage Loan to the Purchaser. The Seller shall
release its
custody of the contents of any Mortgage File only in accordance
with written
instructions from the Purchaser or the Purchaser's
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assignee or designee, except that where such release is required as
incidental
to a repurchase of any such Subsequent Mortgage Loan pursuant to
Section 1.04 or
2.02 hereof, such written instructions shall not be required. The
ownership of
each Mortgage Note, the Mortgage and the contents of the related
Mortgage File
will be vested in the Trustee, as assignee of the Purchaser. The
Seller shall
not take any action inconsistent with such ownership and shall not
claim any
ownership interest therein. The Seller shall respond to any third
party
inquiries with respect to ownership of the Subsequent Mortgage
Loans by stating
that such ownership is held by the Trustee and the
Certificateholders.
Nothwithstanding any provision herein or otherwise to the contrary,
the
assignment, transfer, sale and conveyance shall not include the
servicing rights
associated with the Subsequent Mortgage Loans.
SECTION 1.02. Books and Records. From and after the sale of the
Subsequent
Mortgage Loans to the Purchaser, record title to each Mortgage and
the related
Mortgage Note shall be transferred to the Purchaser or its assignee
in
accordance with this Agreement. All rights arising out of the
Subsequent
Mortgage Loans, including, but not limited to, all funds received
on or in
connection with a Subsequent Mortgage Loan, shall be received and
held by the
Seller in trust for the benefit of the Purchaser or its assignee as
the owner of
the Subsequent Mortgage Loans. The Seller shall be responsible for
maintaining,
and shall maintain, a set of records for each Subsequent Mortgage
Loan which
shall be clearly marked to reflect the ownership of each Subsequent
Mortgage
Loan by the Purchaser or its assignee pursuant to the Pooling and
Servicing
Agreement.
SECTION 1.03. Delivery of Subsequent Mortgage Loan Documents. The
Seller
has delivered or caused to be delivered to the Purchaser or its
designee in
accordance with the instructions of the Purchaser, each of the
documents
referred to in Section 2.01 of the Pooling and Servicing
Agreement.
If,
in connection with any Subsequent Mortgage Loan, the Seller
cannot
deliver the Mortgage with evidence of recording thereon
concurrently with the
execution and delivery of this Agreement solely because of a delay
caused by the
public recording office where such Mortgage has been delivered for
recordation,
the Seller shall deliver or cause to be delivered to the Purchaser
or its
designee an Officer's Certificate, with a photocopy of such
Mortgage attached
thereto, stating that such Mortgage has been delivered to the
appropriate public
recording official for recordation. The Seller shall promptly
deliver or cause
to be delivered to the Purchaser or its designee such Mortgage with
evidence of
recording indicated thereon upon receipt thereof from the public
recording
official. Notwithstanding the above, the Seller shall co-operate
with the
Servicer and use its best efforts to cause each original Mortgage
with evidence
of recording thereon to be delivered to the Purchaser or its
designee upon
receipt thereof from the public recording office.
SECTION 1.04. Review of Subsequent Mortgage Loans; Repurchase of
Subsequent
Mortgage Loans. The Trustee, or its designee shall review the
documents
delivered pursuant to Section 1.03 or Section 2.03 hereof in the
manner and
timeframe set forth in the Pooling and Servicing Agreement to
ascertain that all
required documents have been executed and received and that such
documents
relate to the mortgage loans identified on the Subsequent Mortgage
Loan
Schedule. If the Trustee discovers that any document or documents
constituting a
part of a Mortgage File is missing or defective in any material
respect, the
Trustee shall promptly notify the Seller. The Seller shall, in the
manner and
timeframe set forth in the Pooling and Servicing Agreement correct
or cure any
such omission or defect, substitute for the related Subsequent
Mortgage Loan or
repurchase the related Subsequent Mortgage Loan. In the case of
Seller's
repurchase of a Mortgage Loan in accordance with the
2
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terms of the Pooling and Servicing Agreement, the Trustee shall,
release
documents in its possession relating to such Subsequent Mortgage
Loan to the
Seller.
SECTION 1.05. Treatment as a Security Agreement. The Seller,
concurrently
with the execution and delivery hereof, has conveyed to the
Purchaser all of the
Seller's right, title and interest, other than the servicing
rights, in and to
the Subsequent Mortgage Loans. The parties intend that the
conveyance of the
Seller's right, title and interest, in and to the Subsequent
Mortgage Loans
pursuant to this Agreement shall constitute a purchase and sale and
not a loan.
If such conveyance is deemed to be a pledge and not a sale, then
the parties
also intend and agree that the Seller shall be deemed to have
granted, and in
such event does hereby grant, to th
