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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 September 1, 2006
Merrill Lynch Mortgage Investors Trust
(Mortgage Loan Asset-Backed Certificates, Series 2006-OPT1)
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MLMI 2006-OPT1
Mortgage Loan Sale and Assignment Agreement
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This
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of September
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 September 1, 2006, among the
Depositor,
LaSalle Bank National Association, as trustee (the "Trustee"), and
Option One
Mortgage Corporation, as servicer (the "Servicer").
WITNESSETH:
WHEREAS, pursuant to the Master Mortgage Loan Purchase and
Servicing
Agreement, dated as of August 1, 2006, by and among the Seller,
Merrill Lynch
Mortgage Capital Inc. and Option One Owner Trust 2001-1A, Option
One Owner Trust
2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust
2002-3, Option
One Owner Trust 2003-4, Option One Owner Trust 2003-5, Option One
Owner Trust
2005-6, Option One Owner Trust 2005-7, Option One Owner Trust
2005-8 and Option
One Owner Trust 2005-9 (collectively, 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 September 26, 2006, between Option One
Mortgage
Corporation 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
MLMI 2006-OPT1
Mortgage Loan Sale and Assignment Agreement
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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
$929,589,091. 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 September 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 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
Letter, to the extent relating to the Mortgage Loans. Concurrently
with the
execution hereof, the Depositor tenders the purchase price of
$929,589,091. 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.
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 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
