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Exhibit 99.1
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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 October 1, 2006
Ownit Mortgage Loan Trust
(Mortgage Loan Asset-Backed Certificates, Series 2006-7)
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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 "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, LaSalle
Bank National Association, as trustee (the "Trustee"), and Litton
Loan Servicing
LP, as servicer (the "Servicer").
WITNESSETH:
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 November 3, 2006 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 $685,334,867. 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
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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 (except with respect to the first paragraph of
subsection
7.04 of 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 $[____________]. 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 (except with respect to the first paragraph of subsection
7.04 of the
Transfer 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, LaSalle Bank National Association (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 Transferor 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
Transferor 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 Loan constitutes a breach of a representation or
warranty of the
Transferor under the Transfer Agreement or Bring Down Letter
(whether or not
such fact, condition or event would also constitute a
representation or warranty
of the Seller under this Agreement) the only rights or remedies of
the Depositor
with respect to a breach by the Seller of such representation and
warranty shall
be first, the right to enforce the obligations of the Transferor
under such
applicable representation or warranty made by it and, second, only
if the
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Transferor is unable or unwilling to fulfill its obligation to cure
or
repurchase such Mortgage Loan, the Deposito
