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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Assignment Agreement

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT | Document Parties: Merrill Lynch Mortgage Investors, Inc | Merrill Lynch Mortgage Lending, Inc | PHH Mortgage Corporation | Servicer and Merrill Lynch Credit Corporation | WELLS FARGO BANK, NA You are currently viewing:
This Assignment Agreement involves

Merrill Lynch Mortgage Investors, Inc | Merrill Lynch Mortgage Lending, Inc | PHH Mortgage Corporation | Servicer and Merrill Lynch Credit Corporation | WELLS FARGO BANK, NA

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Title: ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Governing Law: New York     Date: 8/15/2007

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Exhibit 99.6

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "Assignment") is

dated as of July 1, 2007, by and among Merrill Lynch Mortgage Lending, Inc.,

having an address at 250 Vesey Street, 4 World Financial Center, 10th Floor, New

York, New York 10080 ("Assignor"), Merrill Lynch Mortgage Investors, Inc.,

having an address at 250 Vesey Street, 4 World Financial Center, 10th Floor, New

York, New York 10080 ("Assignee") and PHH Mortgage Corporation, formerly known

as Cendant Mortgage Corporation, having an address at 3000 Leadenhall Rd, Mt.

Laurel, New Jersey 08054 (the "Servicer").

WHEREAS, the Servicer and Merrill Lynch Credit Corporation ("MLCC"),

entered into that certain Portfolio Servicing Agreement, dated January 28, 2000

(as amended by that certain Amendment Agreement No. 1, dated as of January 2,

2001, the "Merrill Lynch Ops Guide") attached hereto as Exhibit F;

WHEREAS, the Assignor purchased the mortgage loans identified on Exhibit A

attached hereto (the "Mortgage Loans") from MLCC pursuant to that certain Master

Mortgage Loan Purchase Agreement, dated as of August 1, 2004, between the

Assignor and MLCC;

WHEREAS, MLCC assigned its rights with respect to the Mortgage Loans under

the Merrill Lynch Ops Guide to the Assignor pursuant to that certain Assignment,

Assumption and Recognition Agreement, dated as of September 1, 2004, among MLCC,

Assignor and Servicer (the "MLCC AAR") attached hereto as Exhibit B-2; and

WHEREAS, the Assignor wishes to assign to Assignee all of its right, title

and interest with respect to the Mortgage Loans and all of its right, title and

interest under the Merrill Lynch Ops Guide and the MLCC AAR, with respect to the

Mortgage Loans, and Assignee wishes to assume all of Assignor's right, title and

interest in and to such Mortgage Loans as provided in the Merrill Lynch Ops

Guide and the MLCC AAR.

WHEREAS, the Servicer shall service the Mortgage Loans in accordance with

the servicing provisions contained in the Mortgage Loan Flow Purchase, Sale and

Servicing Agreement, dated as of March 27, 2001 (the "Servicing Agreement")

attached hereto as Exhibit B-1, among Merrill Lynch Mortgage Capital, Inc.

("MLMC"), the Servicer and Bishop's Gate Residential Mortgage Trust;

WHEREAS, the Servicer and the Assignee hereto agree that Assignee will have

all the duties, rights, obligations and privileges of Purchaser under the

Servicing Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which hereby are acknowledged, and of the mutual covenants herein

contained, the parties hereto hereby agree as follows:

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1. Defined terms used in this Assignment and not otherwise defined herein shall

have the meaning set forth in the Servicing Agreement.

2. Assignor hereby grants, sells, transfers and assigns to Assignee all of the

right, title and interest of Assignor in the Mortgage Loans and, as they relate

to the Mortgage Loans, all of its right, title and interest in, to and under the

Merrill Lynch Ops Guide and the MLCC AAR. The Assignor specifically reserves and

does not assign to the Assignee hereunder any and all right, title and interest

in, to and under and all obligations of the Assignor with respect to any

mortgage loans subject to the Merrill Lynch Ops Guide and the MLCC AAR which are

not the Mortgage Loans set forth on Exhibit A attached hereto and are not the

subject of this Agreement.

3. The Assignor warrants and represents to the Assignee and to the Servicer as

of the date hereof:

(a) Attached hereto as Exhibit B-2 and Exhibit F are true and accurate

copies of the MLCC AAR and the Merrill Lynch Ops Guide, respectively, which

agreements are in full force and effect as of the date hereof and the provisions

of which have not been waived, amended or modified in any respect, nor has any

notice of termination been given thereunder, and that attached hereto as Exhibit

B-1 is a true and accurate copy of the Servicing Agreement;

(b) The Assignor was the lawful owner of the Mortgage Loans with full right

to transfer the Mortgage Loans and any and all of its interests, rights and

obligations under the Merrill Lynch Ops Guide and the MLCC AAR as they relate to

the Mortgage Loans, free and clear from any and all claims and encumbrances; and

upon the transfer of the Mortgage Loans to the Assignee as contemplated herein,

the Assignee shall have good title to each and every Mortgage Loan, as well as

any and all of the Assignor's interests, rights and obligations under the

Merrill Lynch Ops Guide and the MLCC AAR as they relate to the Mortgage Loans,

free and clear of any and all liens, claims and encumbrances;

(c) There are no offsets, counterclaims or other defenses available to the

Assignor with respect to the Mortgage Loans, the Merrill Lynch Ops Guide and the

MLCC AAR;

(d) The Assignor has no knowledge of, and has not received notice of, any

waivers under, or any modification of, any Mortgage Loan;

(e) The Assignor is duly organized, validly existing and in good standing

under the laws of the jurisdiction of its incorporation, and has all requisite

power and authority to acquire, own and sell the Mortgage Loans;

(f) The Assignor has full corporate power and authority to execute, deliver

and perform its obligations under this Assignment, and to consummate the

transactions set forth herein. The consummation of the transactions contemplated

by this Assignment is in the ordinary course of the Assignor's business and will

not conflict with, or result in a breach of, any of the terms, conditions or

provisions of the Assignor's charter or by-laws or any legal restriction, or any

material agreement or instrument to which Assignor is now a party or by which it

is bound,

 

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or result in the violation of any law, rule, regulation, order, judgment or

decree to which Assignor or its property is subject. The execution, delivery and

performance by the Assignor of this Assignment and the consummation by it of the

transactions contemplated hereby, have been duly authorized by all necessary

corporate action on part of the Assignor. This Assignment has been duly executed

and delivered by the Assignor and, upon the due authorization, execution and

delivery by the Assignee and the Servicer, will constitute the valid and legally

binding obligation of the Assignor enforceable against the Assignor in

accordance with its terms except as enforceability may be limited by bankruptcy,

reorganization, insolvency, moratorium or other similar laws now or hereafter in

effect relating to creditors' rights generally, and by general principles of

equity regardless of whether enforceability is considered in a proceeding in

equity or at law; and

(g) No consent, approval, order or authorization of, or declaration, filing

or registration with, any governmental entity is required to be obtained or made

by the Assignor in connection with the execution, delivery or performance by the

Assignor of this Assignment, or the consummation by it of the transactions

contemplated hereby. Neither the Assignor nor anyone acting on its behalf has

offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans

or any interest in the Mortgage Loans, or solicited any offer to buy or accept a

transfer, pledge or other disposition of the Mortgage Loans, or any interest in

the Mortgage Loans or otherwise approached or negotiated with respect to the

Mortgage Loans, or any interest in the Mortgage Loans with any Person in any

manner, or made any general solicitation by means of general advertising or in

any other manner, or taken any other action which would constitute a

distribution of the Mortgage Loans under the Securities Act of 1933, as amended

(the "1933 Act") or which would render the disposition of the Mortgage Loans a

violation of Section 5 of the 1933 Act or require registration pursuant thereto.

4. The Assignee represents, warrants and covenants with the Assignor and the

Servicer that:

(a) The Assignee is a corporation, duly organized, validly existing and in

good standing under the laws of the jurisdiction of its incorporation, and has

all requisite power and authority to acquire, own and purchase the Mortgage

Loans;

(b) The Assignee has full power and authority to execute, deliver and

perform under this Assignment, and to consummate the transactions set forth

herein. The consummation of the transactions contemplated by this Assignment is

in the ordinary course of the Assignee's business and will not conflict with, or

result in a breach of, any of the terms, conditions or provisions of the

Assignee's charter or bylaws, or any legal restriction, or any material

agreement or instrument to which the Assignee is now a party or by which it is

bound, or result in the violation of any law, rule, regulation, order, judgment

or decree to which the Assignee or its property is subject. The execution,

delivery and performance by the Assignee of this Assignment and the consummation

by it of the transactions contemplated hereby, have been duly authorized by all

necessary corporate action of the Assignee. This Assignment has been duly

executed and delivered by the Assignee and, upon the due authorization,

execution and delivery by the Assignor and the Servicer, will constitute the

valid and legally binding obligation of the

 

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Assignee enforceable against the Assignee in accordance with its terms, except

as enforceability thereof may be limited by bankruptcy, insolvency, or

reorganization or other similar laws now or hereinafter in effect relating to

creditor's rights generally and by general principles of equity, regardless of

whether such enforceability is considered in a proceeding in equity or in law;

(c) No material consent, approval, order or authorization of, or

declaration, filing or registration with, any governmental entity is required to

be obtained or made by the Assignee in connection with the execution, delivery

or performance by the Assignee of this Assignment, or the consummation by it of

the transactions contemplated hereby;

(d) There is no action, suit, proceeding, investigation or litigation

pending or, to the Assignee's knowledge, threatened, which either in any

instance or in the aggregate, if determined adversely to the Assignee, would

adversely affect the Assignee's execution or delivery of, or the enforceability

of, this Assignment, or the Assignee's ability to perform its obligations under

this Assignment; and

(e) The Assignee assumes for the benefit of the Trust, all of the rights of

Merrill Lynch Credit Corporation under the Merrill Lynch Ops Guide and the MLCC

AAR with respect to the Mortgage Loans listed on Exhibit A, including the right

to enforce the obligations of the Servicer under the Servicing Agreement as they

relate to the servicing of the Mortgage Loans.

5. The Servicer warrants and represents to, and covenants with, Assignor and

Assignee as of the date hereof:

(a) Attached hereto as Exhibit B-1 and Exhibit F are true and accurate

copies of the Servicing Agreement and the Merrill Lynch Ops Guide which

agreements are in full force and effect as of the date hereof and the provisions

of which have not been waived, amended or modified in any respect other than by

the MLCC AAR, nor has any notice of termination been given thereunder;

(b) The Servicer is duly organized, validly existing and in good standing

under the laws of the jurisdiction of its incorporation, and the Servicer has

all requisite power and authority to service the Mortgage Loans and the Servicer

has all requisite power and authority to perform its obligations under the

Merrill Lynch Ops Guide and the Servicing Agreement;

(c) The Servicer has full corporate power and authority to execute, deliver

and perform its obligations under this Assignment, and to consummate the

transactions set forth herein. The consummation of the transactions contemplated

by this Assignment is in the ordinary course of the Servicer's business and will

not conflict with, or result in a breach of, any of the terms, conditions or

provisions of its charter or by-laws or any legal restriction, or any material

agreement or instrument to which it is now a party or by which it is bound, or

result in the violation of any law, rule, regulation, order, judgment or decree

to which the Servicer or its property is subject. The execution, delivery and

performance by the Servicer of this Assignment and the consummation by it of the

transactions contemplated hereby, have been duly authorized by all necessary

corporate action on the part of the Servicer. This Assignment has been duly

 

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executed and delivered by the Servicer, and, upon the due authorization,

execution and delivery by Assignor and Assignee, will constitute the valid and

legally binding obligation of the Servicer, enforceable against the Servicer in

accordance with its terms except as enforceability may be limited by bankruptcy,

reorganization, insolvency, moratorium or other similar laws now or hereafter in

effect relating to creditors' rights generally, and by general principles of

equity regardless of whether enforceability is considered in a proceeding in

equity or at law;

(d) No consent, approval, order or authorization of, or declaration, filing

or registration with, any governmental entity is required to be obtained or made

by Assignee in connection with the execution, delivery or performance by the

Servicer of this Assignment, or the consummation by it of the transactions

contemplated hereby; and

(e) The Servicer shall establish a Collection Account and an Escrow

Account, as described in the Servicing Agreement, in favor of Assignee with

respect to the Mortgage Loans and which accounts are separate from the

Collection Account and Escrow Account previously established under the Merrill

Lynch Ops Guide in favor of MLCC.

6. The Servicer hereby acknowledges that Wells Fargo Bank, N.A. (the "Master

Servicer" and "Securities Administrator") has been appointed as the master

servicer of the Mortgage Loans pursuant to the Pooling and Servicing Agreement

(the "Pooling and Servicing Agreement"), dated as of July 1, 2007, among the

Assignee, HSBC Bank USA, National Association and Wells Fargo Bank, N.A. as the

master servicer and securities administrator. The Servicer shall deliver all

reports required to be delivered under the Merrill Lynch Ops Guide and the

Servicing Agreement to:

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Merrill Lynch Mortgage Backed Securities Trust, Series 2007-3

Recognition of Assignee

7. From and after the date hereof the Servicer shall recognize the Assignee as

owner of the Mortgage Loans, and acknowledges that the Mortgage Loans will be

part of a REMIC. The Servicer will service the Mortgage Loans in accordance with

the servicing provisions contained in the Servicing Agreement, but in no event

in a manner that would (i) cause the REMIC to fail to qualify as a REMIC or (ii)

result in the imposition of a tax upon the REMIC (including but not limited to

the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code

and the tax on contributions to a REMIC set forth in Section 860G(d) of the

Code). It is the intention of the Assignor, the Servicer and the Assignee that

this Assignment shall be binding upon and for the benefit of the respective

successors and assigns of the parties hereto. Neither the Servicer nor the

Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of

the terms or provisions of the Merrill Lynch Ops Guide or the Servicing

Agreement, which amendment, modification, waiver or other alteration would in

any way affect the Mortgage Loans without the prior written consent of the

Assignee.

 

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In addition, the Servicer hereby acknowledges that from and after the date

hereof, the Mortgage Loans will be subject to the terms and conditions of the

Pooling and Servicing Agreement pursuant to which the Master Servicer has the

right to monitor the performance by the Servicer of its servicing obligations

under the Servicing Agreement. Such right will include, without limitation, the

right to terminate the Servicer under the Servicing Agreement upon the

occurrence of an event of default thereunder, the right to receive all

remittances required to be made by the Servicer under the Servicing Agreement,

the right to receive all monthly reports and other data required to be delivered

by the Servicer under the Servicing Agreement, the right to examine the books

and records of the Servicer, indemnification rights, and the right to exercise

certain rights of consent and approval relating to actions taken by the

Servicer. In connection therewith, the Servicer hereby agrees to make all

remittances required under the Servicing Agreement with respect to the Mortgage

Loans to the Master Servicer for the benefit of the Assignee in accordance with

the following wire transfer instructions:

Wells Fargo Bank, N.A.

ABA #121-000-248

Account Name: Corporate Trust Clearing

Account # 3970771416

For Further Credit to: MLMBS 2007-3, Account # 53168000

Applicable statements should be mailed to Wells Fargo Bank, National

Association, 9062 Old Annapolis Road, Columbia, Maryland, 21045, Attention:

Merrill Lynch Mortgage Backed Securities Trust, Series 2007-3.

A copy of all assessments, attestations, reports and certifications

required to be delivered by the Servicer under this Assignment and the Servicing

Agreement shall be delivered to the Master Servicer by the date(s) specified

herein or therein, and where such documents are required to be addressed to any

party, such addressees shall include the Master Servicer and the Master Servicer

shall be entitled to rely on such documents.

It is the intention of the Assignor, the Servicer and the Assignee that

this Assignment will be a separate and distinct servicing agreement between the

Assignee and the Servicer, to the extent of the Mortgage Loans, and shall be

binding upon and for the benefit of the respective successors and assigns of the

parties hereto. Neither the Servicer nor the Assignor shall amend or agree to

amend, modify, waive, or otherwise alter any of the terms or provisions of the

Merrill Lynch Ops Guide or the Servicing Agreement which amendment,

modification, waiver or other alteration would in any way affect the Mortgage

Loans without the prior written consent of the Assignee.

Modification of the Servicing Agreement

8. The Servicer and the Assignor hereby amend the Servicing Agreement as

follows:

 

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(a) The following definitions are added to Section 1.01:

Annual Independent Public Accountants' Servicing Report: A report of a

firm of independent public accountants which is a member of the

American Institute of Certified Public Accountants to the effect that

such firm has examined certain documents and records relating to the

servicing of the Mortgage Loans and that such firm is of the opinion

that the provisions of this Agreement have been complied with, and

that, on the basis of such examination conducted substantially in

compliance with the Uniform Single Attestation Program for Mortgage

Bankers, nothing has come to the attention of such firm which would

indicate that such servicing has not been conducted in compliance

therewith, except (i) such exceptions such firm shall believe to be

immaterial, and (ii) such other exceptions as shall be set forth in

such report. No Annual Independent Public Accountants' Servicing

Report shall contain any provision restricting the use of such report

by the Company, including any prohibition on the inclusion of any such

report in any filing with the Commission.

Commission: The United States Securities and Exchange Commission.

Closing Date: July 31, 2007.

Depositor: Merrill Lynch Mortgage Investors, Inc.

Exchange Act: The Securities Exchange Act of 1934, as amended.

Fitch: Fitch, Inc., or its successors in interest.

Master Servicer: Wells Fargo Bank, N.A. or its successors in interest.

Moody's: Moody's Investors Service, Inc., or its successors in

interest.

Prepayment Interest Shortfall: With respect to any Remittance Date,

for each Mortgage Loan that was the subject of a Principal Prepayment

in full during the related Monthly Period, an amount equal to the

excess of one month's interest at the applicable Note Rate on the

amount of such Principal Prepayment over the amount of interest

(adjusted to the Note Rate) actually paid by the related Mortgagor

with respect to such Monthly Period.

Purchaser: Merrill Lynch Mortgage Lending, Inc., or its successors in

interest.

Regulation AB: Subpart 229.1100 -- Asset Backed Securities (Regulation

AB), 17 C.F.R. Sections 229.1100-229.1123, as such may be amended from

time to time, and subject to such clarification and interpretation as

have been provided by the Commission in the adopting release

(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed.

Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of

 

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the Commission, or as may be provided by the Commission or its staff

from time to time.

Relevant Servicing Criteria: as defined in Section 7A.05.

REMIC Provisions: The provisions of the federal income tax law

relating to REMICs, which appear at Sections 860A through 860G of the

Code, and related provisions and regulations promulgated thereunder,

as the foregoing may be in effect from time to time.

Responsible Officer: means any vice president, any managing director,

any director, any associate, any assistant vice president, any

assistant secretary, any assistant treasurer or any other officer or

employee of the Servicer customarily performing functions similar to

those performed by any of the above designated officers and also to

whom, with respect to a particular matter, such matter is referred

because of such officer's or employee's knowledge of and familiarity

with the particular subject and in each case who shall have direct

responsibility for the administration of the Agreement.

S&P: Standard & Poor's Rating Services, a division of The McGraw-Hill

Companies, or its successors in interest.

Securities Act: The Securities Act of 1933, as amended.

Securities Administrator: Wells Fargo Bank, N.A.

Servicer Information: As provided in Section 7A.07(a)(i)(A).

Servicing Criteria: The "servicing criteria" set forth in Item 1122(d)

of Regulation AB, as such may be amended from time to time.

Subcontractor: Any vendor, subcontractor or other Person that is not

responsible for the overall servicing (as "servicing" is commonly

understood by participants in the mortgage-backed securities market)

of Mortgage Loans but performs one or more discrete material functions

identified in Item 1122(d) of Regulation AB with respect to Mortgage

Loans under the direction or authority of the Servicer or a

Subservicer.

Subservicer: Any Person that services Mortgage Loans on behalf of the

Servicer or any Subservicer and is responsible for the performance

(whether directly or through Subservicers or Subcontractors) of a

substantial portion of the material servicing functions required to be

performed by the Servicer under the Servicing Agreement or this

Assignment that are identified in Item 1122(d) of Regulation AB;

provided, however, that the term "Subservicer" shall not include any

master servicer, or any special servicer engaged at the request of the

Depositor, Assignor

 

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or investor, nor any "back-up servicer" or trustee performing

servicing functions in connection with this Assignment or under the

Purchase Sale and Servicing Agreement.

Trustee: HSBC Bank USA, National Association.

(b) The definition of Business Day is deleted in its entirety and replaced

with the following:

"Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a day

on which the Federal Reserve is closed, or (iii) a day on which banking

institutions in the jurisdiction in which the Master Servicer is authorized or

obligated by law or executive order to be closed."

(c) The definition of Eligible Account is deleted in its entirety and

replaced with the following:

"Eligible Account: Any of (i) a segregated account maintained with a

federal or state chartered depository institution (A) the short-term obligations

of which are rated A-1 or better by S&P and P-1 by Moody's at the time of any

deposit therein or (B) the long term unsecured debt obligations of which are

rated at least "AA-" by S&P and "A+" by Fitch (if so rated) if the deposits are

to be held in the account more than 30 days; following a downgrade, withdrawal,

or suspension of such institution's rating, each account should promptly (and in

any case within not more than 60 calendar days) be moved to a qualifying

institution or to one or more segregated trust accounts in the trust department

of such institution, if permitted, (ii) a segregated trust account or accounts

maintained with a federal or state chartered depository institution or trust

company with trust powers acting in its fiduciary capacity or (iii) a segregated

account or accounts of a depository institution acceptable to the Rating

Agencies (as evidenced by a letter from each Rating Agency that use of any such

account as the Collection Account will not have an adverse effect on the

then-current ratings assigned to the Classes of the Certificates then rated by

the Rating Agencies). Eligible Accounts may bear interest."

(d) The following is added as clause (10) to Section 5.04 of the Servicing

Agreement:

"(10) with respect to each Principal Prepayment in full, any Prepayment

Interest Shortfall, to the extent of the Servicer's aggregate Servicing Fee

received with respect to the related Monthly Period."

(e) The following paragraphs are added after the second paragraph of

Section 5.13 of the Servicing Agreement:

"Notwithstanding anything in this Agreement to the contrary, the Servicer

(a) shall not permit any modification with respect to any Mortgage Loan that

would change the Mortgage Interest Rate and (b) shall not (unless with respect

to clause (i) only, the Mortgagor is in default with respect to the Mortgage

Loan or such default is, in the judgment of the Servicer, reasonably

foreseeable) make or permit any modification, waiver or amendment of any term of

any

 

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Mortgage Loan that would (i) effect an exchange or reissuance of such Mortgage

Loan under Section 1001 of the Code (or Treasury regulations promulgated

thereunder) or (ii) cause the Trust Fund to fail to qualify as a REMIC under the

Code or the imposition of any tax on "prohibited transactions" or

"contributions" after the startup date under the REMIC Provisions.

Prior to taking any action with respect to the Mortgage Loans which is not

contemplated under the terms of this Agreement, the Servicer will obtain an

Opinion of Counsel acceptable to the Trustee to the effect that such action will

not result in the imposition of a tax upon the REMIC (including but not limited

to the tax on prohibited transactions as defined in Section 860F(a)(2) of the

Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the

Code) (either such event, an "Adverse REMIC Event"), and the Servicer shall not

take any such action or cause the Trust Fund to take any such action as to which

it has been advised that an Adverse REMIC Event will occur.

The Servicer shall not permit the creation of any "interests" (within the

meaning of Section 860G of the Code) in the REMIC. The Servicer shall not enter

into any arrangement by which the REMIC will receive a fee or other compensation

for services nor permit the REMIC to receive any income from assets other than

"qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted

investments" as defined in Section 860G(a)(5) of the Code.

Any REO Property shall be disposed of by the Servicer before the close of

the third taxable year following the taxable year in which the Mortgage Loan

became an REO Property, unless the Servicer is otherwise directed by the

Assignee."

(f) The following sentence is added to the end of Section 6.01(1) of the

Servicing Agreement:

"Notwithstanding anything herein to the contrary, on each Remittance Date,

the Servicer shall remit Payoffs, with interest as set forth herein, collected

in the month prior to the Remittance Date."

(g) The following sentence is added to the end of the first paragraph of

Section 6.02 of the Servicing Agreement:

"In addition, no later than the fifth (5th) calendar day of each month (or

if such fifth day is not a Business Day, the Business Day immediately following

such fifth day), the Servicer shall forward to the Master Servicer a monthly

remittance advice in the form set forth in Exhibit C, a realized loss report in

the form set forth in Exhibit D and a delinquency report in the form set forth

in Exhibit E to the Assignment, Assumption and Recognition Agreement, dated as

of July 1, 2007, among Merrill Lynch Mortgage Lending, Inc., Merrill Lynch

Mortgage Investors, Inc. and the Servicer, each in a mutually agreeable

electronic format, or in such other format or, solely with respect to Exhibit C

and Exhibit E, such other content, as mutually agreed to by the Servicer and the

Master Servicer."

 

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(h) All references in Section 7.02 of the Servicing Agreement to

"Purchaser" shall be deleted and replaced with "Purchaser or its designee."

(i) Section 7.04 shall be deleted and replaced and marked "[Reserved]."

(j) Section 7.05 shall be deleted, and marked "[Reserved]."

(k) The following phrase is added to Section 11.01(1) of the Servicing

Agreement immediately before the word "hereof": "or in Section 11.01(4)."

(l) The following Subsection (4) is added to Section 11.01 of the Servicing

Agreement:

"(4) Notwithstanding anything to the contrary in this Agreement, the

Purchaser may elect to terminate this Agreement without cause and without

payment to the Servicer of any penalty upon notice to Servicer.

The Servicer acknowledges that in the event Wells Fargo Bank, N.A. is

terminated as the Master Servicer under the Pooling and Servicing Agreement,

dated as of July 1, 2007, among the Depositor, the Master Servicer and the

Trustee, the Securities Administrator or successor master servicer thereunder

has the option to terminate this Agreement and the rights of the Servicer to

service the Mortgage Loans, without cause and without penalty or payment of a

termination fee to the Servicer."

(m) The following shall be added as Section 12.12 of the Servicing

Agreement:

"Third Party Beneficiary. For purposes of this Agreement, any Master

Servicer shall be considered a third party beneficiary to this Agreement

entitled to all the rights and benefits accruing to any Master Servicer herein

as if it were a direct party to this Agreement."

(n) The following shall be inserted into the agreement as Article 7A,

entitled "Compliance with Regulation AB":

Section 7A.01 Compliance with Regulation AB.

Each of the parties hereto acknowledges and agrees that the purpose of this

Article 7A is to facilitate compliance by the Master Servicer and the Depositor

with the provisions of Regulation AB, as such may be amended or clarified from

time to time. Therefore, each of the parties agrees that the parties'

obligations hereunder will be supplemented and modified as necessary to be

consistent with any such amendments, interpretive advice or guidance, convention

or consensus among active participants in the asset-backed securities markets,

advice of counsel, or otherwise in respect of the requirements of Regulation AB

and the parties shall comply with requests made by the Master Servicer or

Depositor for delivery of additional or different information as the Master

Servicer or Depositor may determine in good faith is necessary to comply with

the provisions of Regulation AB. Any such supplementation or

 

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modification may result in a change in the reports filed by the Securities

Administrator on behalf of the Issuing Entity under the Exchange Act.

Section 7A.02 [Reserved].

Section 7A.03 Notices to be Provided by the Servicer.

(a) For the purpose of satisfying the reporting obligation under the Exchange

Act with respect to any class of asset-backed securities, the Servicer shall (or

shall cause each Subservicer to) (i) provide prompt notice to any Master

Servicer and any Depositor in writing of (A) any material litigation or

governmental proceedings involving the Servicer or any Subservicer, (B) any

affiliations or relationships that develop following the Closing Date between

the Servicer or any Subservicer and any of the sponsor, the depositor, the

issuing entity, any servicer, any trustee, any originator, any significant

obligor, any enhancement or support provider and any other material transaction

party (and any other parties identified in writing by the requesting party), (C)

any Event of Default under the terms of this Agreement or any applicable

agreement, (D) any merger, consolidation or sale of substantially all of the

assets of the Servicer, and (E) the Servicer's entry into an agreement with a

Subservicer to perform or assist in the performance of any of the Servicer's

obligations under this Agreement or any Reconstitution Agreement and (ii)

provide to the Depositor a description of such proceedings, affiliations or

relationships.

(b) As a condition to the succession to the Servicer or any Subservicer as

servicer or subservicer under this Agreement or any Reconstitution Agreement by

any Person (i) into which the Servicer or such Subservicer may be merged or

consolidated, or (ii) which may be appointed as a successor to the Servicer or

any Subservicer, the Servicer shall provide to any Master Servicer, and the

Depositor, at least 15 calendar days prior to the effective date of such

succession or appointment, (x) written notice to the Depositor of such

succession or appointment and (y) in writing and in form and substance

reasonably satisfactory to the Depositor, all information reasonably requested

by the Depositor in order to comply with its reporting obligation under Item

6.02 of Form 8-K with respect to any class of asset-backed securities.

(c) In addition to such information as the Servicer, as servicer, is obligated

to provide pursuant to other provisions of this Agreement, not later than ten

days prior to the deadline for the filing of any distribution report on Form

10-D, the Servicer or any Subservicer hired by the Servicer, as applicable,

shall, to the extent the Servicer or such Subservicer has knowledge, provide to

the Master Servicer notice of the occurrence of any of the following events

along with all information, data, and materials related thereto as may be

required to be included in the related distribution report on Form 10-D (as

specified in the provisions of Regulation AB referenced below):

(i) any material modifications, extensions or waivers of pool asset

terms, fees, penalties or payments during the distribution period or that

have cumulatively become material over time (Item 1121(a)(11) of Regulation

AB);

 

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(ii) material breaches of pool asset representations or warranties or

transaction covenants (Item 1121(a)(12) of Regulation AB); and

(iii) information regarding new asset-backed securities issuances

backed by the same pool assets, any pool asset changes (such as, additions,

substitutions or repurchases), and any material changes in origination,

underwriting or other criteria for acquisition or selection of pool assets

(Item 1121(a)(14) of Regulation AB).

(d) The Servicer shall provide to the Purchaser, any Master Servicer and any

Depositor, evidence of the authorization of the person signing any certification

or statement, copies or other evidence of Fidelity Bond Insurance and Errors and

Omission Insurance policy, financial information and reports, and such other

information related to the Servicer or any Subservicer or the Servicer or such

Subservicer's performance hereunder.

Section 7A.04 Servicer Compliance Statement.

Not later than March 1st for each calendar year (other than the calendar

year during which the Closing Date occurs), the Servicer shall deliver (or

otherwise make available) and the Servicer shall cause any Subservicer or

Subcontractor engaged by it to deliver to the Master Servicer, the Securities

Administrator and the Depositor an officer's certificate in the form attached

hereto as Exhibit Z-1 stating, as to each signatory thereof, that (i) a review

of the activities of such signatory during the preceding calendar year, or

portion thereof, and of the performance of such signatory under this Agreement

or such other applicable agreement in the case of a Subservicer or Subcontractor

has been made under such officer's supervision, and (ii) to the best of such

officer's knowledge, based on such review, such signatory has fulfilled all its

obligations under this Agreement or such other applicable agreement in all

material respects throughout such year or a portion thereof, or, if there has

been a failure to fulfill any such obligation in any material respect,

specifying each such failure known to such officer and the nature and status

thereof.

Section 7A.05 Report on Assessment of Compliance and Attestation.

 

(a) Not later than March 1st for each calendar year (other than the calendar

year during which the Closing Date occurs) the Servicer at its own expense,

shall furnish, and shall cause any Subservicer or Subcontractor engaged by it to

furnish (unless in the case of a Subcontractor, the Servicer has notified the

Depositor and the Master Servicer in writing that such compliance statement is

not required for the Subcontractor) to the Master Servicer, the Securities

Administrator and the Depositor an officer's assessment of its compliance with

the Servicing Criteria applicable to each such party set forth in Exhibit Y (the

"Relevant Servicing Criteria") during the preceding calendar year as required by

Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the

"Assessment of Compliance"), which assessment (a form of which is attached

hereto as Exhibit X) shall contain (A) a statement by such party of its

 

13

<PAGE>

responsibility for assessing compliance with the Relevant Servicing Criteria,

(B) a statement that such party used the Relevant Servicing Criteria to assess

compliance with the Relevant Servicing Criteria, (C) such party's assessment of

compliance with the Relevant Servicing Criteria as of and for the fiscal year

covered by the most recent Form 10-K required to be filed in connection with the

Merrill Lynch Mortgage Backed Securities Trust, Series 2007-3, including, if

there has been any material instance of noncompliance with the Relevant

Servicing Criteria, a discussion of each such failure and the nature and status

thereof, which assessment shall be based on the activities it performs with

respect to asset-backed securities transactions taken as a whole involving such

party that are backed by the same asset type as the Mortgage Loans, and (D) a

statement that a registered public accounting firm has issued an attestation

report on such party's assessment of compliance with the Relevant Servicing

Criteria as of and for such period.

(b) Not later than March 1st for each calendar year (other than the calendar

year during which the Closing Date occurs) the Servicer at its own expense,

shall cause, and shall cause any Subservicer or Subcontractor engaged by it to

cause (unless in the case of a Subcontractor, the Servicer has notified the

Depositor and the Master Servicer in writing that such report is not required

for the Subcontractor) a nationally or regionally recognized firm of independent

registered public accountants (who may also render other services to the

Servicer, the Master Servicer or any affiliate thereof) which is a member of the

American Institute of Certified Public Accountants to furnish a report (the

"Accountant's Attestation") to the Mast


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