<PAGE>
Exhibit 99.2
================================================================================
MERRILL LYNCH MORTGAGE LENDING INC.,
SELLER
and
MERRILL LYNCH MORTGAGE INVESTORS, INC.,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of October 1, 2006
Merrill Lynch Mortgage Investors Trust, Series 2006-AF2
(Mortgage Loan Asset-Backed Certificates, Series 2006-AF2)
================================================================================
<PAGE>
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 "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, 2006, among the
Depositor, HSBC
Bank USA, N.A. as trustee (the "Trustee"), and Wells Fargo Bank,
N.A., as
securities administrator and master servicer (the "Master
Servicer").
WITNESSETH:
WHEREAS, pursuant to the Master Mortgage Loan Sale and Servicing
Agreement,
dated as of October 1, 2005, by and between the Seller and ABN AMRO
Mortgage
Group, Inc.. (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 "Stack I Mortgage
Loans");
WHEREAS, the Transfer Agreement is supplemented by that certain
Assignment,
Assumption and Recognition Agreement, dated as of October 1, 2006
among the
Transferor, the Seller and the Depositor (the "AAR");
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 AAR, 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 Stack I Mortgage Loans identified on Schedule A hereto,
having an
aggregate principal balance as of the Cut-off Date of $305,315,589.
Such
conveyance includes, without limitation, the right to all
distributions of
principal and interest received on or with respect to the Stack I
Mortgage Loans
on or after October 1, 2006, other than payments of
<PAGE>
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 Stack I Mortgage Loans, and the Seller's security interest
in any
collateral pledged to secure the Stack I 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 AAR, other than any servicing rights
retained
pursuant to the provisions of the Transfer Agreement and the AAR,
to the extent
relating to the Stack I Mortgage Loans. Concurrently with the
execution hereof,
the Depositor tenders the purchase price of $305,315,588.57. The
Depositor
hereby accepts such assignment, and shall be entitled to exercise
all such
rights of the Seller under the Transfer Agreement and the AAR, 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 Stack I 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 Stack I 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
Stack I Mortgage Loans listed on the Mortgage Loan Schedule,
subject to review
thereof by the Trustee, for the Stack I Mortgage Loans for the
Depositor. The
Trustee is required to review, on or before 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:
(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
2
<PAGE>
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 Stack I 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 Section 10 of the AAR. The representations and
warranties of the
Transferor with respect to the Stack I Mortgage Loans contained in
Section 10 of
AAR 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 a
representation
or warranty of the Transferor under the
