Mortgage Loan Sale and Assignment Agreement (2006)Full Document 

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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



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

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