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Exhibit 99.1
EXECUTION COPY
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MERRILL LYNCH MORTGAGE LENDING, INC.,
SPONSOR
and
MERRILL LYNCH MORTGAGE INVESTORS, INC.,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of October 1, 2006
Merrill Lynch Mortgage Investors Trust
(Mortgage Pass-Through Certificates Series MLCC 2006-3)
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THIS
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of October
1,
2006 (the "Agreement"), is executed by and between Merrill Lynch
Mortgage
Lending, Inc. (the "Sponsor") 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 dated as
of October 1, 2006 (the "Pooling and Servicing Agreement"), by and
among Merrill
Lynch Mortgage Investors, Inc., as depositor (the "Depositor"),
HSBC Bank USA,
National Association, as trustee (the "Trustee"), Wells Fargo Bank,
N.A., as
master servicer and securities administrator ("Master Servicer"),
and PHH
Mortgage Corporation, as a servicer.
WITNESSETH:
WHEREAS, pursuant to the Transfer Agreements (as defined in
Schedule A),
the Sponsor has purchased or received from the Transferors (as
defined in
Schedule A) certain mortgage loans identified on the Mortgage Loan
Schedule
attached hereto as Schedule B (the "Mortgage Loans");
WHEREAS, the Sponsor 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 Agreements and delegate all
of its
obligations thereunder to the Depositor; and
WHEREAS, the Sponsor 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 Sponsor 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 Sponsor 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
Sponsor in and
to the Mortgage Loans identified on Schedule B hereto, having an
aggregate
stated principal balance as of the Cut-off Date of approximately
$537,919,898.
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 October 1, 2006, 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 Sponsor'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,
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any REO Property and the proceeds thereof, the Sponsor's rights
under any
Insurance Policies related to the Mortgage Loans, and the Sponsor'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
Sponsor
hereby assigns to the Depositor all of its rights and interest
under the
Transfer Agreements, other than any servicing rights retained
pursuant to the
provisions of each Transfer Agreement, 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 Sponsor
under the Transfer Agreements, 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 Sponsor 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
Agreements.
For
Mortgage Loans (if any) that have been prepaid in full after
the
Cut-off Date and prior to the Closing Date, the Sponsor, 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 Master 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 Sponsor 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 Sponsor.
(a)
The Sponsor hereby represents and warrants to the Depositor that as
of
the date hereof that:
(i) The Sponsor 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 Sponsor of this Agreement
have
been
duly authorized by all necessary corporate action on the part of
the
Sponsor; 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
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breach of, or constitute a default under, any of the provisions of
any law,
governmental rule, regulation, judgment, decree or order binding on
the
Sponsor or its properties or the federal stock charter or bylaws of
the
Sponsor;
(iii) The execution, delivery and performance by the Sponsor 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
Sponsor and, assuming due authorization, execution and delivery by
the
Depositor, constitutes a valid and binding obligation of the
Sponsor
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 Sponsor, threatened or likely to be asserted
against or
affecting the Sponsor, 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 Sponsor will be determined adversely to the
Sponsor and will if determined adversely to the Sponsor 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
each Mortgage Loan contained in the related Transfer Agreements
were made as of
the date of the transfer of each such Mortgage Loan to the
Depositor. To the
extent that any fact, condition or event with respect to a Mortgage
Loan
constitutes a breach of both (i) the representations or warranties
of the
related Transferor under the related Transfer Agreement, and (ii)
a
representation or warranty of the Sponsor under this Agreement, the
sole right
or remedy of the Depositor with respect to a breach by the Sponsor
of such
representation and warranty (other than a breach by the Sponsor of
the
representations and warranties made pursuant to Sections
1.04(b)(vi) and
1.04(b)(vii)) shall be the right to enforce the obligations of the
Transfe
