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Exhibit 99.1
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement
("AAR
Agreement") made as of June 1, 2007, among Merrill Lynch
Mortgage Lending, Inc.,
("Assignor"), Merrill Lynch Mortgage Investors, Inc.,
("Assignee") and Wells
Fargo Bank, N.A., (the "Company").
WITNESSETH
WHEREAS, pursuant to that certain Servicing Rights Purchase and
Sale
Agreement, dated as of January 1, 2007 (the "Purchase
Agreement"), by and
between the Assignor and Wells Fargo Bank, the Assignor has
sold, and Wells
Fargo Bank has purchased, the servicing rights related certain
mortgage loans
(the "Serviced Mortgage Loans");
WHEREAS, the Company and Merrill Lynch Bank, USA ("MLBUSA"),
as
purchaser, entered into the Seller's Warranties and Servicing
Agreement (WFHM
Mortgage Loan Series 2006-W90), dated as of November 1, 2006
(the "Wells Fargo
Servicing Agreement"), between MLBUSA and the Company;
WHEREAS, the Company hereby agrees to service the mortgage
loans
listed on Attachment 1 hereto (the "Transferred Mortgage Loans")
as of the date
hereof and in accordance with the servicing provisions contained
in the Wells
Fargo Servicing Agreement, as amended by this AAR Agreement.
NOW, THEREFORE, in consideration of the mutual promises
contained
herein the parties hereto agree that the Transferred Mortgage
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
Wells Fargo
Servicing Agreement.
Assignment and Assumption
1. Assignor hereby grants, sells, transfers and assigns to
Assignee all of
the right, title and interest of Assignor in the Transferred
Mortgage Loans.
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 Transferred
Mortgage Loans and the
Company.
Representations, Warranties and Covenants
2. The following representations and warranties are hereby made
by the
Assignor to the Company and the Assignee as of the date
hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy
of the
Wells Fargo Servicing Agreement, which agreement is 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;
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(b) The Assignor was the lawful owner of the Transferred
Mortgage
Loans with full right to transfer the Transferred Mortgage Loans
free and clear
from any and all claims and encumbrances; and upon the transfer
of the
Transferred Mortgage Loans to the Assignee as contemplated
herein, the Assignee
shall have good title to each and every Transferred Mortgage
Loan 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 Wells Fargo Servicing
Agreement;
(d) The Assignor has no knowledge of, and has not received
notice of,
any waivers under, or any modification of, any Transferred
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
Transferred Mortgage
Loans;
(f) The Assignor 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 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, 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 AAR
Agreement 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 AAR Agreement has been duly executed and
delivered by the
Assignor and, upon the due authorization, execution and delivery
by the Assignee
and the Company, 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
Transferred Mortgage Loans or any interest in the Transferred
Mortgage Loans, or
solicited any offer to buy or accept a transfer, pledge or other
disposition of
the Transferred Mortgage Loans, or any interest in the
Transferred Mortgage
Loans or otherwise approached or negotiated with respect to the
Transferred
Mortgage Loans, or any interest in the Transferred 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 Transferred Mortgage Loans
under the Securities
Act of 1933, as amended (the "1933 Act") or
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which would render the disposition of the Transferred Mortgage
Loans a violation
of Section 5 of the 1933 Act or require registration pursuant
thereto.
3. The Assignee represents, warrants and covenants with the
Assignor and
the Company that:
(a) The Assignee is duly organized and is validly existing as
a
corporation in good standing under the laws of the jurisdiction
of its formation
and has full power and authority (corporate and other) necessary
to acquire, own
or purchase the Transferred Mortgage Loans and to conduct its
business as now
conducted by it and to enter into and perform its obligations
under this AAR
Agreement.
(b) It has the full corporate power and authority to execute,
deliver
and perform, and to enter into and consummate the transactions
contemplated by
this AAR Agreement and has duly authorized by all necessary
corporate action on
its part the execution, delivery and performance of this AAR
Agreement; and this
AAR Agreement, assuming the due authorization, execution and
delivery hereof by
the other parties hereto, constitutes its legal, valid and
binding obligation,
enforceable against it in accordance with its terms, except that
(1) the
enforceability hereof may be limited by bankruptcy, insolvency,
moratorium,
receivership and other similar laws relating to creditors'
rights generally and
(2) the remedy of specific performance and injunctive and other
forms of
equitable relief may be subject to equitable defenses and to the
discretion of
the court before which any proceeding therefor may be brought
and further
subject to public policy with respect to indemnity and
contribution under
applicable securities law.
(c) The execution and delivery of this AAR Agreement by it,
the
consummation of any other of the transactions contemplated by
this AAR
Agreement, and the fulfillment of or compliance with the terms
hereof are in its
ordinary course of business and will not (1) result in a
material breach of any
term or provision of its charter or by-laws, (2) materially
conflict with,
result in a material breach, violation or acceleration of, or
result in a
material default under, the terms of any other material
agreement or instrument
to which it is a party or by which it may be bound, or (3)
constitute a material
violation of any statute, order or regulation applicable to it
of any court,
regulatory body, administrative agency or governmental body
having jurisdiction
over it; and it is not in breach or violation of any material
indenture or other
material agreement or instrument, or in violation of any
statute, order or
regulation of any court, regulatory body, administrative agency
or governmental
body having jurisdiction over it which breach or violation may
impair its
ability to perform or meet any of its obligations under this AAR
Agreement.
(d) No litigation is pending or, to the best of its
knowledge,
threatened, against it that would materially and adversely
affect the execution,
delivery or enforceability of this AAR Agreement or its ability
to perform any
of its obligations under this AAR Agreement in accordance with
the terms hereof.
(e) No consent, approval, authorization or order of any court
or
governmental agency or body is required for its execution,
delivery and
performance of, or compliance with,
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this AAR Agreement or the consummation of the transactions
contemplated hereby,
or if any such consent, approval, authorization or order is
required, it has
obtained the same.
4. The following representations, warranties and covenants are
hereby made
by the Company to the Assignor and the Assignee as of the date
hereof:
(a) The Company is duly organized, validly existing and in
good
standing under the laws of the United States of America, and has
all requisite
power and authority to service and administer the Transferred
Mortgage Loans and
otherwise to perform the obligations with respect to the
Transferred Mortgage
Loans set forth in the Wells Fargo Servicing Agreement.
(b) The Company 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 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 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 the other parties
hereto, 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 administered by the FDIC affecting the contract obligations
of insured
banks now or hereafter in effect, and by general principles of
equity regardless
of whether enforceability is considered in a proceeding in
equity or at law.
(c) 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.
(d) The Company shall service the Transferred Mortgage Loans
in
accordance with the terms and provisions of the Wells Fargo
Servicing Agreement,
as modified by this AAR Agreement, for the exclusive benefit of
the Trustee (as
defined below), on behalf of the holders of the Merrill Lynch
Mortgage Backed
Securities Trust, Series 2007-1, Mortgage Pass-Through
Certificates (the
"Certificateholders"). The Company shall establish a Custodial
Account and an
Escrow Account under the Wells Fargo Servicing Agreement with
respect to the
Transferred Mortgage Loans in favor of the Trustee on behalf of
the
Certificateholders, and shall remit collections received on the
Transferred
Mortgage Loans to the appropriate account as required by the
Wells Fargo
Servicing Agreement. The Custodial Account and the Escrow
Account each shall be
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 2007-1, Mortgage Pass-Through Certificates" and
shall be an
Eligible Account.
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(e) (1) No default or servicing related performance trigger
has
occurred as to any other securitization due to any act or
failure to act of the
Company; (2) except as indicated on the Company's 2006
Certification Regarding
Compliance with Applicable Servicing Criteria, no material
noncompliance with
applicable servicing criteria as to any other securitization has
been disclosed
or reported by the Company; (3) the Company has not been
terminated as servicer
in a residential mortgage loan securitization, either due to a
servicing default
or to application of a servicing performance test or trigger;
(4) no material
changes to the Company's servicing policies and procedures for
similar loans has
occurred in the preceding three years; (5) there are no aspects
of the Company's
financial condition that could reasonably be expected to have a
material adverse
impact on the performance by the Company of its obligations
hereunder; (6) there
are no legal proceedings pending, or known to be contemplated by
governmental
authorities, against the Company that could be material to
investors in the
securities issued; and (7) there are no affiliations,
relationships or
transactions relating to the Company of a type that are
described under Item
1119 of Regulation AB (other than with respect to the Company's
affiliation with
the Custodian, the Master Servicer (as defined below) and the
Securities
Administrator).
Recognition of Assignee
5. From and after June 1, 2007, the Company shall recognize the
Trustee, on
behalf of the Certificateholders, as owner of the Transferred
Mortgage Loans and
will service the Transferred Mortgage Loans in accordance with
the Wells Fargo
Servicing Agreement (as modified herein), the terms of which are
incorporated
herein by reference. The Company hereby acknowledges that the
Transferred
Mortgage Loans are part of a REMIC. In no event will the Company
service the
Transferred Mortgage Loans 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).
The Company hereby acknowledges that the Master Servicer,
acting
pursuant to the terms of the Pooling and Servicing Agreement,
dated as of March
1, 2007, among Merrill Lynch Mortgage Investors, Inc., as
depositor (the
"Depositor"), Wells Fargo Bank N.A., as master servicer (the
"Master Servicer")
and securities administrator (the "Securities Administrator"),
and HSBC Bank
USA, as trustee (the "Trustee") (the "Pooling and Servicing
Agreement"), has the
right to enforce all obligations of the Company, as they relate
to the
Transferred Mortgage Loans, under the Wells Fargo Servicing
Agreement, as
modified by this AAR Agreement. Such right will include, without
limitation, the
right to indemnification, the right to terminate the Company
under the Wells
Fargo Servicing Agreement upon the occurrence of an Event of
Default thereunder
and the right to exercise certain rights of consent and approval
relating to
actions taken by the Company under the Wells Fargo Servicing
Agreement. In
addition, any notice required to be given by the "Purchaser"
pursuant to Section
10.01 of the Wells Fargo Servicing Agreement shall be given by
the Master
Servicer. The Company further acknowledges that pursuant to the
terms of the
Pooling and Servicing Agreement, the Master Servicer is required
to monitor the
performance of the Company under the Wells Fargo Servicing
Agreement, as
modified by this AAR Agreement. The Master Servicer shall have
the right to
receive all remittances required to be made by the Company under
the Wells Fargo
Servicing Agreement, the right to receive all monthly reports
and other data
required to be delivered by the
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Company under the Wells Fargo Servicing Agreement, as modified
by this AAR
Agreement, the right to examine the books and records of the
Company pertaining
to the Transferred Mortgage Loans under the Wells Fargo
Servicing Agreement and
the right to indemnification under the Wells Fargo Servicing
Agreement. In
addition, if the Company shall fail to remit any payment
pursuant to the Wells
Fargo Servicing Agreement, as modified by this AAR Agreement,
the Master
Servicer shall notify the Company of such failure as set forth
in Section 10.01
of the Wells Fargo Servicing Agreement.
6. In connection therewith, the Company hereby agrees that all
remittances
required to be made with respect to the Transferred Mortgage
Loans pursuant to
the Wells Fargo Servicing 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 Series 2007-1, Acct# 50995500
and the Company shall deliver all reports required to be
delivered under the
Wells Fargo Servicing Agreement to the Master Servicer at:
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Services Manager - MLMBS 2007-1
It is the intention of the parties hereto that this AAR
Agreement shall be
binding upon and inure to the benefit of the respective
successors and assigns
of the parties hereto.
Modification of the Wells Fargo Servicing Agreement
7. In connection with the servicing and administration of the
Transferred
Mortgage Loans, the Wells Fargo Servicing Agreement shall be
modified as
follows:
(a) The definition of "Remittance Date" in Article I is modified
by
deleting the words "immediately following" and replacing them
with "immediately
preceding".
(b) Article I is modified 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 State of California are authorized or
obligated by
law or executive order to be closed."
(c) The following definition is added to Article I:
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"Prepayment Interest Shortfall: On any Remittance Date, the sum
of the
differences between (a) interest actually received in a Due
Period as a
result of a full principal prepayment or partial principal
prepayment or
other unscheduled receipt of principal (including as a result of
a
liquidation) on each Transferred Mortgage Loan as to which such
a payment
is received and (b) the scheduled interest portion of the
Monthly Payment
of such Transferred Mortgage Loan, adjusted to the applicable
Mortgage Loan
Remittance Rate."
(d) Article III (with the Company restating as of the date
hereof each
of the representations and warranties in Section 3.01) is hereby
amended as
follows:
(i) Section 3.01(b) shall be replaced with the following:
"The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Company,
who
is in the business of selling and servicing loans;"
(ii) Section 3.01(c) shall be replaced with the following:
"Neither the execution and delivery of this Agreement or the
transactions contemplated hereby, nor the fulfillment of or
compliance
with the terms and conditions of this Agreement will conflict
with or
result in a breach of any of the terms, articles of association
or
by-laws or any legal restriction or any agreement or instrument
to
which the Company is now a party or by which it is bound, or
constitute a default or result in the violation of any law,
rule,
regulation order, judgment or decree to which the Company or
its
property is subject, or impair the ability of the Purchaser to
realize
on the Mortgage Loans, or impair the value of the Mortgage
Loans;"
(iii) Section 3.01(f) shall be replaced with the following:
"The Company does not believe, nor does it have any reason
or
cause to believe, that it cannot perform each and every
covenant
contained in this Agreement. The Company is solvent;"
(iv) Section 3.01(h) shall be replaced with the following:
"No consent, approval, authorization or order of any court
or
governmental agency or body is required for the execution,
delivery
and performance by the Company of or compliance by the Company
with
this Agreement or if required, such approval has been obtained
prior
to the Transfer Date (as defined in the Purchase
Agreement);"
(v) Section 3.01 (i) - Selection Process, (k) - Sale
Treatment and (m) - No Broker's Fee shall be deleted in
their
entirety and replaced with the following:
"[Reserved]."
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