Mortgage Loan Sale and Assignment Agreement (2007)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 December 1, 2006

                     Merrill Lynch Mortgage Investors Trust
           (Mortgage Loan Asset-Backed Certificates, Series 2006-HE6)

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                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE I  CONVEYANCE OF MORTGAGE LOANS..................................      1
   Section 1.01. Sale of Mortgage Loans..................................      2
   Section 1.02. Delivery of Documents...................................      2
   Section 1.03. Review of Documentation.................................      2
   Section 1.04. Representations and Warranties of the Sponsor...........      3
   Section 1.05. Grant Clause............................................      6
   Section 1.06. Assignment by Depositor.................................      6

ARTICLE II MISCELLANEOUS PROVISIONS......................................      6
   Section 2.01. Binding Nature of Agreement; Assignment.................      6
   Section 2.02. Entire Agreement........................................      6
   Section 2.03. Amendment...............................................      7
   Section 2.04. Governing Law...........................................      7
   Section 2.05. Severability of Provisions..............................      8
   Section 2.06. Indulgences; No Waivers.................................      8
   Section 2.07. Headings Not to Affect Interpretation...................      8
   Section 2.08. Benefits of Agreement...................................      8
   Section 2.09. Counterparts............................................      8

                                    EXHIBITS
EXHIBIT A  TRANSFER AGREEMENTS...........................................    A-1
EXHIBIT B  TRANSFERORS...................................................    B-1

                                    SCHEDULE
SCHEDULE A MORTGAGE LOAN SCHEDULE........................................    S-1



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     This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of December 1,
2006 (the "Agreement"), is executed by and between Merrill Lynch Mortgage
Lending, Inc. ("MLML" or 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 (the
"Pooling Agreement"), dated as of December 1, 2006, among the Depositor, LaSalle
Bank National Association, as trustee (the "Trustee"), and Wilshire Credit
Corporation, as servicer ("Servicer").

                                   WITNESSETH:

     WHEREAS, pursuant to certain master mortgage loan purchase and interim
servicing agreements listed on Exhibit A hereto (collectively, the "Transfer
Agreements") between MLML, as purchaser, and each of the originators listed on
Exhibit B hereto (collectively, the "Transferors"), Sponsor has purchased or
received certain mortgage loans identified on the Mortgage Loan Schedule
attached hereto as Schedule A (the "Mortgage Loans");

     WHEREAS, each Transfer Agreement is supplemented by a related letter, each
dated as of December 28, 2006, between each related Transferor and the Sponsor
(each, a "Bring Down Letter");

     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 the Bring Down Letters,
and to 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

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