8-K 1 y22311e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 31, 2006 MERRILL LYNCH MORTGAGE INVESTORS TRUST, SERIES 2006-A3 (Issuing Entity) MERRILL LYNCH MORTGAGE INVESTORS, INC. (Exact Name of Depositor as Specified in its Charter) MERRILL LYNCH MORTGAGE LENDING, INC. (Exact Name of Sponsor as Specified in its Charter) MERRILL LYNCH MORTGAGE INVESTORS, INC. (Exact name of registrant specified in Charter) Delaware 333-130545 13-3416059 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)

250 Vesey Street 4 World Financial Center 28th Floor New York, New York 10080 (Address of principal executive offices) Zip Code

REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: (212) 449-0357 No Change (Former name and former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01. Other Events. The Registrant registered issuances of Merrill Lynch Mortgage Investors, Inc. Mortgage Loan Asset-Backed Certificates on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Act"), by a Registration Statement on Form S-3 (Registration File No. 333-130545 (the "Registration Statement")). Pursuant to the Registration Statement, the Registrant issued $551,584,100 in aggregate principal amount Class I-A, Class II-A-1, Class II-A-2, Class III-A-1, Class III-A-2, Class IV-A-1, Class IV-A-2, Class V-A-1, Class V-A-2, Class VI-A-1, Class VI-A-2, Class A-R, Class M-1, Class M-2, and Class M-3 of its Merrill Lynch Mortgage Investors Trust, Series 2006-A3 Mortgage Pass-Through Certificates on May 26, 2006. This Current Report on Form 8-K is being filed to satisfy an undertaking, contained in the definitive Prospectus, dated March 31, 2006, as supplemented by the Prospectus Supplement, dated May 26, 2006 (collectively, the "Prospectus Supplement"), to file a copy of the Pooling and Servicing Agreement (as defined below), executed in connection with the issuance of the Certificates, a form of which was filed as an exhibit to the Registration Statement. The Certificates (as defined below) were issued pursuant to a Pooling and Servicing Agreement, attached hereto as Exhibit 4.1, dated as of May 1, 2006, among Merrill Lynch Mortgage Investors, Inc., as depositor, HSBC Bank USA, National Association, as trustee, and Wells Fargo Bank, N.A., as master servicer and securities administrator. The Certificates consist of the following Classes: the Class I-A, Class II-A-1, Class II-A-2, Class III-A-1, Class III-A-2, Class IV-A-1, Class IV-A-2, Class V-A-1, Class V-A-2, Class VI-A-1, Class VI-A-2, Class A-R, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class P Certificates (collectively, the "Certificates"). The Certificates evidence all the beneficial ownership interest in a trust fund (the "Trust Fund") that consists primarily of six pools of certain adjustable rate, first lien residential mortgage loans (the "Mortgage Loans") with an aggregate outstanding principal balance of approximately $558,850,114 as of May 1, 2006. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Pooling and Servicing Agreement. ITEM 9.01. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits: 4.1 Pooling and Servicing Agreement, dated as of May 1, 2006, among Merrill Lynch Mortgage Investors, Inc., as depositor, HSBC Bank USA, National Association, as trustee, and Wells Fargo Bank, N.A., as master servicer and securities administrator. 99.1 Mortgage Loan Purchase Agreement, dated as of May 1, 2006, between Merrill Lynch Mortgage Lending, Inc., as seller, and Merrill Lynch Mortgage Investors, Inc., as purchaser. 99.2 Assignment, Assumption and Recognition Agreement, dated as of May 1, 2006, among Merrill Lynch Mortgage Lending, Inc., Merrill Lynch Mortgage Investors, Inc., Countrywide Home Loans Servicing LP and Countrywide Home Loans, Inc. 99.3 Assignment, Assumption and Recognition Agreement, dated May 1, 2006 among Merrill Lynch Bank, USA, Countrywide Home Loans Servicing LP, Countrywide Home Loans, Inc. and Merrill Lynch Mortgage Lending, Inc. 99.4 Master Mortgage Loan Purchase and Servicing Agreement, dated as of November 1, 2004, between Merrill Lynch Bank, USA and Countrywide Home Loans, Inc. 99.5 Assignment, Assumption and Recognition Agreement, dated as of May 1, 2006, among Merrill Lynch Mortgage Lending, Inc., Merrill Lynch Mortgage Investors, Inc. and National City Mortgage Co. 99.6 Assignment, Assumption and Recognition Agreement, dated as of May 1, 2006, among Merrill Lynch Bank, USA, Merrill Lynch Mortgage Lending, Inc. and National City Mortgage Co. 99.7 Master Seller's Warranties and Servicing Agreement, dated as of May 1, 2004, between Merrill Lynch Bank, USA and National City Mortgage Co., as amended by Amendment Number One, dated as of March 22, 2006 99.8 Assignment, Assumption and Recognition Agreement, dated as of May 1, 2006, among Merrill Lynch Mortgage Lending, Inc., Merrill Lynch Mortgage Investors, Inc. and Wells Fargo Bank, N.A. 99.9 Seller's Warranties and Servicing Agreement, dated as of October 1, 2005, between Merrill Lynch Mortgage Lending, Inc. and Wells Fargo Bank, N.A. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MERRILL LYNCH MORTGAGE INVESTORS, INC. By: /s/ Alan Chan ------------------------------------ Name: Alan Chan Title: Authorized Signatory Date: June 15, 2006 INDEX TO EXHIBITS

99.7 Master Seller's Warranties and Servicing Agreement, dated as of May 1, 2004, between Merrill Lynch Bank, USA and National City Mortgage Co., as amended by Amendment Number One dated as of March 22, 2006 99.8 Assignment, Assumption and Recognition Agreement, dated as of May 1, 2006, among Merrill Lynch Mortgage Lending, Inc., Merrill Lynch Mortgage Investors, Inc. and Wells Fargo Bank, N.A. 99.9 Seller's Warranties and Servicing Agreement, dated as of October 1, 2005, between Merrill Lynch Mortgage Lending, Inc. and Wells Fargo Bank, N.A.

MERRILL LYNCH MORTGAGE INVESTORS TRUST SERIES 2006-A3 8-K