MERRILL LYNCH MORTGAGE LENDING INC.,



                                     SELLER





                                       and





                     MERRILL LYNCH MORTGAGE INVESTORS, INC.,



                                    PURCHASER







                   MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT



                            Dated as of June 1, 2006







                            Ownit Mortgage Loan Trust

            (Mortgage Loan Asset-Backed Certificates, Series 2006-4)





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         This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of June 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 June 1, 2006, among the Depositor, LaSalle

Bank National Association, as trustee (the "Trustee"), and Litton Loan Servicing

LP, as servicer (the "Servicer").



                              W I T N E S S E T H:

                              - - - - - - - - - -



         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 June 26, 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 $806,348,249. 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 June 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 and the Bring Down Letter, other than any servicing rights

retained pursuant to the provisions of the Transfer Agreement and the Bring Down

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