Specialty Underwriting & Residential Finance Trust Series 2006-AB3
SUBSEQUENT TRANSFER INSTRUMENT DATED AS OF 11/14/06
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<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>y27634exv10w2.txt
<DESCRIPTION>SUBSEQUENT TRANSFER INSTRUMENT DATED AS OF 11/14/06
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                                                                    Exhibit 10.2

                                                                  EXECUTION COPY

                         SUBSEQUENT TRANSFER INSTRUMENT

          This Subsequent Transfer Instrument, dated November 14, 2006 (the
"Instrument"), is between Merrill Lynch Mortgage Investors, Inc., as seller (the
"Depositor"), and U.S. Bank National Association, as trustee of the Specialty
Underwriting and Residential Finance Trust, Mortgage Loan Asset-Backed
Certificates, Series 2006-AB3, as purchaser (the "Trustee"), and relates to the
transfer pursuant to the Pooling and Servicing Agreement, dated as of September
1, 2006 (the "Pooling and Servicing Agreement"), among Merrill Lynch Mortgage
Investors, Inc., as depositor, Wilshire Credit Corporation, as servicer, and
U.S. Bank National Association, as trustee, on behalf of the Trust Fund, of the
mortgage loans listed on the attached Schedule of Mortgage Loans (the
"Subsequent Mortgage Loans").

          Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement.

          Section 1. Conveyance of Subsequent Mortgage Loans.

          (a) The Depositor does hereby sell, transfer, assign, set over and
convey to the Trustee, on behalf of the Trust Fund, without recourse, all of its
right, title and interest in and to the Subsequent Mortgage Loans, and including
all amounts due on the Subsequent Mortgage Loans after the related Subsequent
Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be
delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement;
provided, however, that the Depositor reserves and retains all right, title and
interest in and to amounts due on the Subsequent Mortgage Loans on or prior to
the related Cut-off Date. The Depositor, contemporaneously with the delivery of
this Instrument, has delivered or caused to be delivered to the Trustee each
item set forth in Section 2.01 of the Pooling and Servicing Agreement. The
transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule attached hereto as Attachment B shall
be absolute and is intended by the Depositor, the Servicer, the Master Servicer,
the Trustee and the Certificateholders to constitute and to be treated as a sale
by the Depositor to the Trust Fund.

          (b) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, in, to and under the Subsequent
Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor
as purchaser and the Servicer as seller, to the extent of the Subsequent
Mortgage Loans, a copy of which agreement is annexed hereto as Attachment G.

          (c) Additional terms of the sale are set forth on Attachment A hereto.

          Section 2. Representations and Warranties; Conditions Precedent.

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          (a) The Depositor hereby confirms that each of the conditions
precedent and the representations and warranties set forth in Sections 2.03 and
2.10 of the Pooling and Servicing Agreement are satisfied as of the date hereof
with respect to the Subsequent Mortgage Loans.

          (b) All terms and conditions of the Pooling and Servicing Agreement
are hereby ratified and confirmed; provided, however, that in the event of any
conflict, the provisions of this Instrument shall control over the conflicting
provisions of the Pooling and Servicing Agreement.

          Section 3. Recordation of Instrument.

          To the extent permitted by applicable law, this Instrument, or a
memorandum thereof if permitted under applicable law, is subject to recordation
in all appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Servicer
at the Certificateholders' expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.

          Section 4. Governing Law.

          This Instrument shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.

          Section 5. Counterparts.

          This Instrument may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.

          Section 6. Successors and Assigns.

          This Instrument shall inure to the benefit of and be binding upon the
Depositor and the Trustee and their respective successors and assigns.

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                                        MERRILL LYNCH MORTGAGE
                                        INVESTORS, INC.


                                        By:
                                            ------------------------------------
                                        Name: Paul Park
                                        Title: Authorized Signatory


                                        U.S. BANK NATIONAL ASSOCIATION,
                                        not in its individual capacity but
                                        solely as Trustee for Specialty
                                        Underwriting and Residential Finance
                                        Trust, Series 2006-AB3


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

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ATTACHMENTS

A.   Additional terms of sale

B.   Schedule of Subsequent Mortgage Loans

C.   Depositor's Officer's Certificate

D.   Opinions of Depositor's counsel

E.   Trustee's Certificate

F.   Opinion of Trustee's Counsel

G.   Subsequent Mortgage Loan Purchase Agreement

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                                  ATTACHMENT A

                            ADDITIONAL TERMS OF SALE

     A.   General

          1.   Subsequent Cut-off Date: November 1, 2006

          2.   Subsequent Transfer Date: November 14, 2006

          3.   Aggregate Stated Principal Balance of the Subsequent Mortgage
               Loans as of the Subsequent Cut-off Date: $35,833,571.20.

               a.   Aggregate Stated Principal Balance as of the Subsequent
                    Cut-off Date of the Subsequent Mortgage Loans to be added to
                    Group One: $18,339,793.50.

               b.   Aggregate Stated Principal Balance as of the Subsequent
                    Cut-off Date of the Subsequent Mortgage Loans to be added to
                    Group Two: $17,493,777.70.

          4.   Purchase Price: 100.00%

     B. The following representations and warranties with respect to each
Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date (or such
other date as is specified herein) shall be true and correct: (i) the Subsequent
Mortgage Loan satisfies each of the conditions set forth in Sections 2.10(b)(i)
through (viii) of the Pooling and Servicing Agreement; (ii) the Subsequent
Mortgage Loan will be underwritten in accordance with the criteria set forth
under the section "Underwriting Guidelines" in the Prospectus Supplement, (iii)
as of both the Subsequent Cut-off Date and Subsequent Transfer Date for such
Subsequent Mortgage Loan, the Subsequent Mortgage Loan must provide for monthly
interest payments which are due on the first day of each calendar month, (iv) as
of the Subsequent Transfer Date for such Subsequent Mortgage Loan, the
Subsequent Mortgage Loan must be a "qualified mortgage" within the meaning of
Section 860G of the Code and Treasury Regulations Section 1.860G-2 (as
determined without regard to Treasury Regulations Section 1.860G-2(a)(3) or any
similar provision that treats a defective obligation as a qualified mortgage for
a temporary period), (v) as of the Subsequent Transfer Date for such Subsequent
Mortgage Loan, the Subsequent Mortgage Loan does not provide for interest other
than at either (a) a single fixed rate in effect throughout the term of the
Subsequent Mortgage Loan or (b) a "variable rate" (within the meaning of
Treasury Regulations Section 1.860G-1(a)(3)) in effect throughout the term of
the Subsequent Mortgage Loan, (vi) as of the Subsequent Transfer Date for such
Subsequent Mortgage Loan, the Depositor would not, based on the delinquency
status of such Subsequent Mortgage Loan, institute foreclosure proceedings prior
to the next scheduled payment date for such Subsequent Mortgage Loan and (vii)
as of the Subsequent Transfer Date for such Subsequent Mortgage Loan, the
Subsequent Mortgage Loan was not the subject of pending or final foreclosure
proceedings.

     C. Following the purchase of the Subsequent Mortgage Loans by the Trust
Fund, the Mortgage Loans (including the related Subsequent Mortgage Loans) will
satisfy the conditions set forth in Section 2.10(b) of the Pooling and Servicing
Agreement. Notwithstanding the

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foregoing, any Subsequent Mortgage Loan may be rejected by either Rating Agency
if the inclusion of such Subsequent Mortgage Loan would adversely affect the
ratings on any class of Offered Certificates.

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                                        Very truly yours,

                                        MERRILL LYNCH MORTGAGE
                                        INVESTORS, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

Acknowledged and Agreed:
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Trustee


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------

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                                  ATTACHMENT B

                        SUBSEQUENT MORTGAGE LOAN SCHEDULE

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                                  ATTACHMENT C

                     OFFICER'S CERTIFICATE OF THE DEPOSITOR

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                                  ATTACHMENT D

                         OPINIONS OF DEPOSITOR'S COUNSEL

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                                  ATTACHMENT E

                              TRUSTEE'S CERTIFICATE

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                                  ATTACHMENT F

                          OPINION OF TRUSTEE'S COUNSEL

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                                  ATTACHMENT G

                   SUBSEQUENT MORTGAGE LOAN PURCHASE AGREEMENT
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