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Exhibit 99.3
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement
(this "AAR
Agreement") made as of June 27, 2007, among Taberna Realty
Holdings Trust,
having an office at Cira Center, 2929 Arch Street, 17th Floor
Philadelphia,
Pennsylvania 19104 (the "Assignor"), and Merrill Lynch Mortgage
Investors, Inc.,
having an office at 250 Vesey Street, 4 World Financial Center,
10th Floor, New
York, New York 10081 (the "Assignee"), and Wells Fargo Bank,
N.A., having an
office at 1 Home Campus, Des Moines, Iowa 50328-0001 (the
"Company"):
WHEREAS, Assignor acquired a mortgage loan listed on Attachment
1
annexed hereto that has been serviced pursuant to a certain
Seller's Warranties
and Servicing Agreement (WFHM 2005-W82) (the "2005 Underlying
Agreement"), dated
as of October 1, 2005, between Citigroup Global Markets Realty
Corp. and the
Company, and, for the purposes of this AAR Agreement, such
mortgage loan will be
included in the definition of Assigned Loans (as defined below)
and will be,
upon execution of this AAR Agreement, serviced pursuant to the
Underlying
Agreement (as defined below) as modified by this AAR
Agreement;
WHEREAS Merrill Lynch Mortgage Lending, Inc. ("MLML") acquired
the
mortgage loans set forth on Attachment 1 annexed hereto (the
"Assigned Loans")
from the Company pursuant to that certain Seller's Warranties
and Servicing
Agreement (WFHM Mortgage Loan Series 2006-W60) (the "Underlying
Agreement"),
dated as of July 1, 2006, by and between MLML, as purchaser, and
the Company;
WHEREAS MLML assigned all of its right, title and interest in,
to and
under the Underlying Agreement with respect to the Assigned
Loans to the
Assignor pursuant to that certain Assignment, Assumption and
Recognition
Agreement, dated as of August 8, 2006, between MLML and the
Assignor and
acknowledged by the Company (the "2006 AAR Agreement" and,
together with the
Underlying Agreement, the "Agreements");
WHEREAS the Assignor wishes to assign to Assignee all of its
right,
title and interest with respect to the Assigned Loans and all of
its right,
title and interest under the Agreements, with respect to the
Assigned Loans, and
Assignee wishes to assume all of Assignor's right, title and
interest in and to
such Assigned Loans;
WHEREAS the Assignor will sell and the Assignee will purchase
all of
the Assignor's right, title and interest with respect to the
Assigned Loans
pursuant to the Mortgage Loan Purchase Agreement, dated June 27,
2007, between
the Assignor and the Assignee, and the Assignee will in turn
transfer its right,
title and interest with respect to the Assigned Loans to Merrill
Lynch Mortgage
Backed Securities Trust, Series 2007-2 (the "Issuing Entity")
pursuant to the
Sale and Servicing Agreement (the "Sale and Servicing
Agreement"), dated as of
June 1, 2007, by and among the Assignor, as seller, the
Assignee, as depositor,
the Issuing Entity, Wells Fargo Bank, N.A., as master servicer
(in such
capacity, the "Master Servicer") and securities administrator,
and HSBC Bank
USA, National Association, as indenture trustee; and
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WHEREAS the Company hereby agrees to service the Assigned Loans
in
accordance with the servicing provisions contained in the
Underlying Agreement,
as amended by this AAR Agreement and, upon the transfer of the
Assigned Loans
pursuant to the Sale and Servicing Agreement, to acknowledge the
Issuing Entity
as the owner of the Assigned Loans with the authority to enforce
the Underlying
Agreement, as amended by this AAR Agreement;
NOW, THEREFORE, in consideration of the mutual promises
contained
herein the parties hereto agree that the Assigned Loans shall be
subject to the
terms of this AAR Agreement. Capitalized terms used herein but
not defined shall
have the meanings ascribed to them in the Sale and Servicing
Agreement.
1. Assignment and Assumption.
Assignor hereby grants, sells, transfers and assigns to Assignee
all
of the right, title and interest of Assignor in the Assigned
Loans and, as they
relate to the Assigned Loans, all of its right, title and
interest in, to and
under the Agreements. Assignor specifically reserves and does
not assign to
Assignee any right, title and interest in, to or under any
Mortgage Loans
subject to the Underlying Agreement or the 2006 AAR Agreement
other than those
set forth on Attachment l. Notwithstanding anything to the
contrary contained
herein, Assignor is retaining the right to enforce the
representations and
warranties made by the Company prior to the date hereof with
respect to the
Assigned Loans and the Company.
2. Representations, Warranties and Covenants of Assignor.
Assignor warrants and represents to, and covenants with,
Assignee and
the Company that, as of the date hereof:
a. Attached hereto as Attachment 2 is a true and accurate copy
of
the Underlying Agreement, and attached hereto as Attachment 3
is
a true and accurate copy of the 2006 AAR Agreement, which
agreements are in full force and effect as of the date hereof
and
the respective provisions of which have not been waived,
amended
or modified in any respect (other than the modifications of
the
Underlying Agreement contained in the 2006 AAR Agreement),
nor
has any notice of termination been given thereunder;
b. Assignor was the lawful owner of the Assigned Loans with
full
right to transfer the Assigned Loans and any and all of its
interests, rights and obligations under the Agreements as
they
relate to the Assigned Loans, free and clear of any and all
liens, claims and encumbrances; and upon the transfer of the
Assigned Loans to Assignee as contemplated herein, Assignee
shall
have good title to each and every Assigned Loan, as well as
any
and all of Assignor's interests, rights and obligations under
the
Agreements as they relate to the Assigned Loans, free and
clear
of any and all liens, claims and encumbrances;
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c. Assignor has not received notice of, and has no knowledge of,
any
offsets, counterclaims or other defenses available to the
Company
with respect to the Assigned Loans or the Agreements;
d. Assignor has not waived or agreed to any waiver under, or
agreed
to any amendment or other modifications of, the Agreements
(other
than the modifications of the Underlying Agreement contained
in
the 2006 AAR Agreement). Assignor has no knowledge of, and
has
not received notice of, any waivers under or any amendments
or
other modifications of, or assignment of rights or
obligations
under the Agreements;
e. Assignor is duly organized, validly existing and in good
standing
under the laws of the jurisdiction of its formation, and has
all
requisite power and authority to acquire, own and sell the
Assigned Loans;
f. Assignor has full power and authority to execute, deliver
and
perform its obligations under this AAR Agreement and to
consummate the transactions set forth herein. The consummation
of
the transactions contemplated by this AAR Agreement is in
the
ordinary course of Assignor's business and will not conflict
with, or result in a breach of, any of the terms, conditions
or
provisions of 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, 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 Assignor of this AAR Agreement
and
the consummation by it of the transactions contemplated
hereby,
have been duly authorized by all necessary action on the part
of
Assignor. This AAR Agreement has been duly executed and
delivered
by Assignor and, upon the due authorization, execution and
delivery by Assignee and the Company, will constitute the
valid
and legally binding obligation of Assignor enforceable
against
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;
g. 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 Assignor in connection
with
the execution, delivery or performance by Assignor of this
AAR
Agreement, or the consummation by it of the transactions
contemplated hereby. Neither Assignor nor anyone acting on
its
behalf has offered, transferred, pledged, sold or otherwise
disposed of the Assigned Loans or any interest in the
Assigned
Loans, or solicited any offer to buy or accept transfer,
pledge
or other disposition of the Assigned Loans, or any interest
in
the Assigned Loans, or otherwise approached or negotiated
with
respect to the Assigned Loans,
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or any interest in the Assigned 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
that would constitute a distribution of the Assigned Loans
under
the Securities Act of 1933, as amended (the "1933 Act") or
that
would render the disposition of the Assigned Loans a violation
of
Section 5 of the 1933 Act or require registration pursuant
thereto;
h. Assignor has received from the Company, and has delivered
to
Assignee, all documents required to be delivered to Assignor
by
the Company prior to the date hereof pursuant to Section 7.01
of
the Underlying Agreement with respect to the Assigned Loans;
and
i. Assignor hereby affirms, as of the date hereof, each of
the
Representations and Warranties Regarding Individual Mortgage
Loans contained in Section 3.02 of the Underlying Agreement
(or,
in the case of the loan previously serviced pursuant to the
2005
Underlying Agreement, Section 3.02 of the 2005 Underlying
Agreement) insofar as they relate to the Assigned Loans as
if
such representations and warranties were set out in full
herein
3. Representations, Warranties and Covenants of Assignee.
Assignee warrants and represents to, and covenants with,
Assignor and
Company that as of the date hereof:
a. Assignee is a corporation duly organized, validly existing
and in
good standing under the laws of the jurisdiction of its
formation
and has all requisite power and authority to acquire, own
and
purchase the Assigned Loans;
b. Assignee has full power and authority to execute, deliver
and
perform its obligations under this AAR Agreement and to
consummate the transactions set forth herein. The consummation
of
the transactions contemplated by this AAR Agreement is in
the
ordinary course of Assignee's business and will not conflict
with, or result in a breach of, any of the terms, conditions
or
provisions of Assignee's charter or by-laws or any legal
restriction, or any material agreement or instrument to
which
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 Assignee or its property is subject. The execution,
delivery and performance by Assignee of this AAR Agreement
and
the consummation by it of the transactions contemplated
hereby,
have been duly authorized by all necessary action on the part
of
Assignee. This AAR Agreement has been duly executed and
delivered
by Assignee and, upon the due authorization, execution and
delivery by Assignor and the Company, will constitute the
valid
and legally binding obligation of Assignee enforceable
against
Assignee 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
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by general principles of equity regardless of whether
enforceability is considered in a proceeding in equity or at
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 Assignee in connection
with
the execution, delivery or performance by Assignee of this
AAR
Agreement, or the consummation by it of the transactions
contemplated hereby;
d. There is no action, suit, proceeding, investigation or
litigation
pending or, to Assignee's knowledge, threatened, which either
in
any instance or in the aggregate, if determined adversely to
Assignee, would adversely affect Assignee's execution or
delivery
of, or the enforceability of, this AAR Agreement, or
Assignee's
ability to perform its obligations under this AAR Agreement;
e. Assignee understands that the Assigned Loans have not
been
registered under the Securities Act of 1934 (the "Securities
Act") or the securities laws of any state;
f. Assignee is either (i) not an employee benefit plan that
is
subject to the Employee Retirement Income Security Act of
1974,
as amended ("ERISA"), or Section 4975 of the Internal
Revenue
Code of 1986 (the "Code")(a "Plan") and not a Person acting,
directly or indirectly, on behalf of or investing with "plan
assets" of any such Plan or (ii) an employee benefit plan that
is
subject to ERISA and the assignment contemplated herein does
not
constitute and will not result in non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of
the
Code;
g. Assignee assumes all of the rights of the Assignor under
the
Agreements with respect to the Assigned Loans including the
right
to enforce the representations and warranties of the Company
contained in the Agreements; and
h. A registration statement on Form S-3 (File No.
333-140436),
including the Base Prospectus (the "Registration Statement")
has
been filed with the Securities and Exchange Commission (the
"Commission") and has become effective under the Securities
Act
and no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings
for
that purpose have been initiated, or to the Assignee's
knowledge,
threatened, by the Commission.
4. Representations, Warranties and Covenants of the Company.
The Company warrants and represents to, and covenants with,
Assignor
and Assignee that as of the date hereof:
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a. Attached hereto as Attachment 2 is a true and accurate copy
of
the Underlying Agreement, and attached hereto as Attachment 3
is
a true and accurate copy of the 2006 AAR Agreement, which
agreements are in full force and effect as of the date hereof
and
the respective provisions of which have not been waived,
amended
or modified in any respect (other than the modifications of
the
Underlying Agreement contained in the 2006 AAR Agreement),
nor
has any notice of termination been given thereunder;
b. The Company is duly organized, validly existing and in
good
standing as a national banking association under the laws of
the
United States of America and has all requisite power and
authority to service the Assigned Loans;
c. The Company has full corporate power and authority to
execute,
deliver and perform its obligations under this AAR Agreement
and
to consummate the transactions set forth herein. The
consummation
of the transactions contemplated by this AAR Agreement is in
the
ordinary course of the Company's business and will not
conflict
with, or result in a breach of, any of the terms, conditions
or
provisions of the Company's charter or by-laws or any legal
restriction, or any material agreement or instrument to which
the
Company 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 Company or its property is subject. The
execution,
delivery and performance by the Company of this AAR Agreement
and
the consummation by it of the transactions contemplated
hereby,
have been duly authorized by all necessary corporate action
on
the part of the Company. This AAR Agreement has been duly
executed and delivered by the Company, and, upon the due
authorization, execution and delivery by Assignor and
Assignee,
will constitute the valid and legally binding obligation of
the
Company, enforceable against the Company 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 the Company in connection with the
execution, delivery or performance by the Company of this
AAR
Agreement or the consummation by it of the transactions
contemplated hereby;
e. The Company shall establish a Custodial Account (entitled
"Wells
Fargo Bank, N.A., as Servicer, in trust for Wells Fargo
Bank,
N.A. as Securities Administrator for Merrill Lynch Mortgage
Backed Securities Trust, Series 2007-2 Mortgage Loan
Asset-Backed
Notes") and an Escrow Account (entitled "Wells Fargo Bank,
N.A.,
as Servicer, in trust for Wells Fargo Bank, N.A., as
Securities
Administrator
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for Merrill Lynch Mortgage Backed Securities Trust, Series
2007-2
Mortgage Loan Asset-Backed Notes") with respect to the
Assigned
Loans, which accounts shall be separate from the Custodial
Account and Escrow Account previously established under the
Agreement in favor of the Assignor; and
f. Each of the representations and warranties made by Company
in
Section 3.01 of the Agreement (except Section 3.01(f)) are
true
and correct in all material respects as of the date hereof.
5. Recognition of Assignee.
From and after the date hereof, the Company shall recognize
Assignee
as owner of the Assigned Loans and will service the Assigned
Loans for Assignee
in accordance with the Underlying Agreement (as modified
herein), the terms of
which are incorporated herein by reference. The Company hereby
acknowledges that
from and after the date hereof, the Assigned Loans will be
subject to the Sale
and Servicing Agreement. Pursuant to the Sale and Servicing
Agreement, the
Master Servicer is required to monitor the Company's performance
of its
servicing obligations under the Underlying Agreement (as
modified herein). Such
right will include, without limitation, the right to terminate
the Company under
the Underlying Agreement upon the occurrence of an event of
default thereunder,
the right to receive all remittances required to be made by the
Company under
the Underlying Agreement, the right to receive all monthly
reports and other
data required to be delivered by the Company under the
Underlying Agreement, the
right to examine the books and records of the Company,
indemnification rights,
and the right to exercise certain rights of consent and approval
relating to
actions taken by the Company.
In connection therewith, the Company hereby agrees that all
remittances required to be made with respect to the Assigned
Loans pursuant to
the Underlying Agreement will be made in accordance with the
following wire
transfer instructions:
Bank: Wells Fargo Bank, N.A.
ABA Routing Number: 121-000-248
Account Name: Corporate Trust Clearing
Account Number: 3970771416
For Credit to: MLMBS 2007-2, Acct# 50995600
and the Company shall deliver all reports required to be
delivered under the
Underlying Agreement to the Master Servicer at:
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager - MLMBS 2007-2
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It is the intention of Assignor, the Company and Assignee that
this
AAR Agreement shall be binding upon and for the benefit of the
respective
successors and assigns of the parties hereto. Neither the
Company nor Assignor
shall amend or agree to amend, modify, waive or otherwise alter
any of the terms
or provisions of the Agreement which amendment, modification,
waiver or other
alteration would in any way affect the Assigned Loans without
the prior written
consent of Assignee.
6. Modifications of the Underlying Agreement.
Assignor, Assignee and the Company hereby amend the
Underlying
Agreement as follows:
(a) The Assignor, Assignee and Company hereby amend the
definition of
"Remittance Date" in Article I of the Underlying Agreement by
deleting the words
"immediately following" and replacing them with ""immediately
preceding".
(b) The Assignor, Assignee and Company hereby amend Article I of
the
Underlying Agreement by deleting the definition of "Business
Day" in its
entirety and replacing it with the following:
"Business Day: Any day other than (i) a Saturday or Sunday, or
(ii) a
day on which the New York Stock Exchange or Federal Reserve is
closed or on
which banking and savings and loan institutions in the State of
Maryland,
State of Minnesota or City of New York are authorized or
obligated by law
or executive order to be closed."
(c) The Assignor, Assignee and Company hereby amend Article I of
the
Underlying Agreement by deleting the definition of "Whole Loan
Transfer" in its
entirety and replacing it with the following:
"Whole Loan Transfer: Any sale or transfer of some or all of
the
Mortgage Loans, other than a Securitization Transaction."
(d) The Assignor, Assignee and Company hereby amend Article I of
the
Underlying Agreement by deleting the definition of "Commission"
in its entirety
and replacing it with the following:
"Commission: The United States Securities and Exchange
Commission."
(e) The Assignor, Assignee and Company hereby amend Article I of
the
Underlying Agreement by deleting the definition of "Company
Information" in its
entirety and replacing it with the following:
"Company Information: As defined in Section 9.01(f)(i)(A)."
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(f) The Assignor, Assignee and Company hereby amend Article I of
the
Underlying Agreement by deleting the definition of "Master
Servicer" in its
entirety and replacing it with the following:
"Master Servicer: Wells Fargo Bank, N.A."
(g) The Assignor, Assignee and Company hereby amend Article I of
the
Underlying Agreement by deleting the definition of
"Reconstitution" in its
entirety and replacing it with the following:
"Reconstitution: Any Securitization Transaction or Whole
Loan
Transfer."
(h) The Assignor, Assignee and Company hereby amend Article I of
the
Underlying Agreement by deleting the definition of "Servicer" in
its entirety
and replacing it with the following:
"Servicer: As defined in Section 9.01(h)(iii)."
(i) The Assignor, Assignee and Company hereby amend Article I of
the
Underlying Agreement by adding the following definitions in
alphabetical order:
"Sale and Servicing Agreement: The sale and servicing agreement
dated
as of June 1, 2007, by and among Taberna Realty Holdings Trust,
Merrill
Lynch Mortgage Backed Securities Trust, Series 2007-2, Merrill
Lynch
Mortgage Investors, Inc., the Master Servicer, the Securities
Administrator
and HSBC Bank USA, National Association."
"Securities Administrator: Wells Fargo Bank, N.A."
(j) The Assignor, Assignee and Company hereby amend Section 4.01
of
the Underlying Agreement by deleting the second sentence of the
second paragraph
and replacing it with the following:
"Notwithstanding the foregoing, in the event that any Mortgage
Loan is
in default or, in the judgment of the Company, such default is
reasonably
foreseeable, the Company, consistent with Accepted Servicing
Practices may
waive, modify or vary any term of such Mortgage Loan (including,
but not
limited to, modifications that change the Mortgage Interest
Rate, forgive
the payment of principal or interest or extend the final
maturity date of
such Mortgage Loan, accept payment from the related Mortgagor of
an amount
less than the scheduled principal balance in final satisfaction
of such
Mortgage Loan, or consent to the postponement of strict
compliance with any
such term or otherwise grant indulgence to any Mortgagor if in
the
Company's determination such waiver, modification, postponement
or
indulgence is not materially adverse to the interests of the
Purchaser."
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(k) The Assignor, Assignee and Company hereby amend Section 4.02
of
the Underlying Agreement by deleting the second and third
sentences of the first
paragraph and replacing them with the following:
"In the event that any payment due under any Mortgage Loan is
not
postponed pursuant to Section 4.01 and remains delinquent for a
period of
ninety (90) days or any other default continues for a period of
ninety (90)
days beyond the expiration of any grace or cure period, Taberna
Realty
Holdings Trust (or, upon notice to the Company, any successor
holder of a
majority interest in the owner trust certificates issued by the
Merrill
Lynch Mortgage Backed Securities Trust, Series 2007-2) shall
have the right
to instruct the Company to commence such foreclosure
proceedings, provided
that, regardless of whether or not such instruction has been
given, the
Company shall commence such foreclosure proceedings unless
Taberna Realty
Holdings Trust (or, upon notice to the Company, any successor
holder of a
majority interest in the owner trust certificates issued by the
Merrill
Lynch Mortgage Backed Securities Trust, Series 2007-2) objects
to such
foreclosure action no later than the third Business Day prior to
the
expiration of such ninety (90) day period. In the event that
Taberna Realty
Holdings Trust (or such successor) objects to such foreclosure
action, the
Company shall not commence any foreclosure action and shall not
be required
to make Monthly Advances with respect to such Mortgage Loan,
pursuant to
Section 5.03, and the Company's obligation to make such Monthly
Advances
shall terminate on the 90th day referred to above."
(l) The Assignor, Assignee and Company hereby amend Section 4.10
of
the Underlying Agreement by deleting the fourth paragraph in its
entirety and
replacing it with the followin
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