MERRILL LYNCH MORTGAGE INVESTORS, INC.,
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2006-C1

                             UNDERWRITING AGREEMENT

                                  May 16, 2006

Merrill Lynch, Pierce, Fenner & Smith Incorporated
As Representative of the several
Underwriters listed on Schedule I hereto
c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
250 Vesey Street, 15th Floor
New York, New York 10080

Ladies and Gentlemen:

     Merrill Lynch Mortgage Investors, Inc., a Delaware corporation (the
"Depositor"), proposes to cause the issuance of, and to sell to the several
Underwriters listed on Schedule I (together, the "Underwriters"), for whom
Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative
(in such capacity, the "Representative"), the Commercial Mortgage Pass-Through
Certificates identified in Schedule I hereto (the "Certificates") pursuant to
this Underwriting Agreement, dated May 16, 2006 (this "Agreement"), between the
Depositor and the Underwriters. Merrill Lynch, Pierce, Fenner & Smith
Incorporated is acting as sole bookrunning manager with respect to the offering
of the Offered Certificates (in such capacity, the "Lead Underwriter"). Merrill
Lynch, Pierce, Fenner & Smith Incorporated and LaSalle Financial Services, Inc.
will act as co-lead managers. PNC Capital Markets LLC, Goldman Sachs & Co. and
Morgan Stanley & Co. Incorporated will act as co-managers. The Certificates will
evidence beneficial ownership interests in a trust fund (the "Trust Fund") to be
formed by the Depositor and consisting primarily of a segregated pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans").

     Certain of the Mortgage Loans (the "Merrill Mortgage Loans") will be
acquired by the Depositor from Merrill Lynch Mortgage Investors, Inc.
("Merrill") pursuant to the mortgage loan purchase agreement, dated May 16, 2006
(the "Merrill Mortgage Loan Purchase Agreement") between the Depositor and
Merrill. Certain of the Mortgage Loans (the "LaSalle Mortgage Loans") will be
acquired by the Depositor from LaSalle Bank National Association ("LaSalle")
pursuant to the mortgage loan purchase agreement, dated May 16, 2006 (the
"LaSalle Loan Purchase Agreement") between the Depositor and LaSalle. Certain of
the Mortgage Loans (the "PNC Mortgage Loans") will be acquired by the Depositor
from PNC Bank, National Association ("PNC") pursuant to the mortgage loan
purchase agreement, dated May 16, 2006 (the "PNC Mortgage Loan Purchase
Agreement") between the Depositor and PNC. Certain of the Mortgage Loans (the
"Artesia Mortgage Loans") will be acquired by the Depositor from



Artesia Mortgage Capital Corporation ("Artesia") pursuant to the mortgage loan
purchase agreement, dated May 16, 2006 (the "Artesia Mortgage Loan Purchase
Agreement") between the Depositor and PNC. Merrill, LaSalle, PNC and Artesia
collectively constitute the "Mortgage Loan Sellers"; and the Merrill Mortgage
Loan Purchase Agreement, the LaSalle Mortgage Loan Purchase Agreement, the PNC
Mortgage Loan Purchase Agreement and the Artesia Mortgage Loan Purchase
Agreement collectively constitute the "Mortgage Loan Purchase Agreements."

     The Trust is to be created and the Certificates are to be issued under a
pooling and servicing agreement, dated as of May 1, 2006 (the "Pooling and
Servicing Agreement"), between the Depositor, as depositor, Wells Fargo Bank,
National Association and Midland Loan Services, Inc., as master servicers,
Midland Loan Services, Inc., as special servicer, LaSalle Bank National
Association, as certificate administrator, and U.S. Bank National Association,
as trustee.

     Capitalized terms used herein, but not otherwise defined herein shall have
the meanings set forth in the Mortgage Loan Purchase Agreements.

     The Depositor has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (No. 333-130408) on Form S-3 for the
registration of the Certificates under the Securities Act of 1933, as amended
(the "1933 Act"), which registration statement has become effective. The
Depositor proposes to file with the Commission pursuant to Rule 424(b) under the
1933 Act a supplement to the form of prospectus included in such registration
statement relating to the Certificates and the plan of distribution thereof.
Such registration statement, including the exhibits thereto, and information
that is contained in the Prospectus (as defined below) and is deemed to be part
of and included in such registration statement as it may have been amended or
supplemented at the date of the Prospectus, is hereinafter referred to as the
"Registration Statement"; the prospectus first required to be filed to satisfy
the condition set forth in Rule 172(c) and pursuant to Rule 424(b) under the
1933 Act, is hereinafter referred to as the "Base Prospectus"; such supplement
to the Base Prospectus relating to the Certificates, in the form first required
to be filed to satisfy the condition set forth in Rule 172(c) and pursuant to
Rule 424(b) under the 1933 Act (including the Base Prospectus as so
supplemented) is hereinafter referred to as the "Prospectus Supplement"; and the
Base Prospectus and the Prospectus Supplement, together, are hereinafter
referred to as the "Prospectus". A "free writing prospectus" (as defined
pursuant to Rule 405 under the 1933 Act) relating to the Certificates is
hereinafter referred to as a "Free Writing Prospectus".

     At or prior to the time when sales to purchasers of the Certificates were
first made, which was approximately 1:30 p.m. on May 16, 2006 (the "Time of
Sale"), the Depositor had prepared or caused the preparation of the following
information (collectively, the "Time of Sale Information"): the Depositor's Free
Writing Prospectus dated May 5, 2006 (the "Offering Prospectus") (the cover page
of which is attached hereto as Annex A); the Depositor's Free Writing Prospectus
dated May 12, 2006 (attached hereto as Annex B); the Depositor's prospectus
dated May 5, 2006, relating to the Certificates and previously filed as part of
the Registration Statement; the Term Sheet dated May 5, 2006 relating to the
Certificates (the first page of which is attached hereto as Annex C); and the
pricing information annex attached hereto as Annex D. If, subsequent to the date
of this Agreement, the Depositor and the Lead Underwriter determine that such
information included an untrue statement of material fact or omitted to state a
material fact necessary in order to make the statements therein, in the light of


                                       2




the circumstances under which they were made, not misleading and terminate their
old purchase contracts and enter into new purchase contracts with one or more
purchasers of the Certificates, then "Time of Sale Information" as to any such
purchaser will refer to the information conveyed to such purchaser at the time
of entry into the first such new purchase contract, including any information
that corrects such material misstatements or omissions ("Corrective
Information") and "Time of Sale" as to such purchaser will refer to the time and
date on which such new purchase contract was entered into.

     1.   Representations and Warranties.

          (a)  The Depositor represents and warrants to the Underwriters as
               follows:

          (i) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect, and no
proceedings for such purpose are pending or, to the Depositor's knowledge,
threatened by the Commission; the Registration Statement as of its effective
date or deemed effective date pursuant to Rule 430B under the 1933 Act (the
"Effective Date"), and the Prospectus, as of the date of the Prospectus
Supplement, complied in all material respects with the applicable requirements
of the 1933 Act and the rules and regulations thereunder (the "1933 Act
Regulations"); and the information in the Registration Statement, as of the
Effective Date, did not contain any untrue statement of a material fact and did
not omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, and the information in the
Prospectus, as of the date of the Prospectus Supplement, did not, and as of the
Closing Date (as hereinafter defined) will not, contain an untrue statement of a
material fact and did not and will not omit to state a material fact necessary
in order to make the information therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the
Depositor makes no representations, warranties or agreements as to (A) the
information furnished in writing to the Depositor by such Underwriter through
the Lead Underwriter specifically for use in connection with the preparation of
the Time of Sale Information and the Prospectus or any revision or amendment
thereof or supplement thereto and other information in conformity therewith and
in reliance thereon (the "Underwriter Information"), (B) any information for
which the Mortgage Loan Sellers are obligated to indemnify the Underwriters
under the Indemnification Agreements, each dated as of May 16, 2006, between the
respective Mortgage Loan Seller, the Depositor and the Underwriters (the
"Mortgage Loan Seller Information") or (C) any information for which the
Trustee, Certificate Administrator, Master Servicers or Special Servicer is

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