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EXHIBIT 99.4
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this
"AAR
Agreement") made as of September 1, 2006, among Merrill Lynch
Mortgage Lending,
Inc., having an address at 4 World Financial Center, New York, New
York 10080
(the "Assignor"), Merrill Lynch Mortgage Investors, Inc., having an
address at 4
World Financial Center, 10th Floor, New York, New York 10080 (the
"Assignee"),
Washington Mutual Bank ("WMB"), as the servicer (the "Servicer")
and as a seller
and Washington Mutual Mortgage Securities Corp. ("WMMSC"), as a
seller
(together, WMB and WMMSC are the "Sellers").
WHEREAS, the Assignor acquired the mortgage loans set forth on
Attachment A-1 annexed hereto (the "Assigned WMMSC Loans") from
WMMSC pursuant
to that certain Mortgage Loan Purchase Agreement, dated as of
November 1, 2005,
as amended by the Regulation AB Amendment dated as of March 1,
2006, between the
Assignor and WMMSC (the "WMMSC Purchase Agreement") and the
Assignor acquired
mortgage loans set forth on Attachment A-2 (the "Assigned WMB
Loans" and,
together with the Assigned WMMSC Loans, the "Assigned Loans") from
WMB pursuant
to a Mortgage Loan Purchase Agreement dated as of May 1, 2006,
between the
Assignor, WMB and Washington Mutual Bank fsb, as Sellers (the "WMB
Purchase
Agreement" and, together with the WMMSC Purchase Agreement, the
"Purchase
Agreements");
WHEREAS, the Assignor and the Servicer, have entered into a
Servicing
Agreement, dated as of November 1, 2005, as amended by the
Regulation AB
Amendment dated as of March 1, 2006, (the "Servicing Agreement" and
together
with the Purchase Agreements, the "Agreements") pursuant to which
the Servicer
has agreed to service mortgage loans on behalf of the Seller;
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 Servicing Agreement.
Assignment and Assumption
1.
Assignor hereby grants, 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
Agreements other than those set forth on Attachments A-l and
A-2.
Notwithstanding anything to the contrary contained herein, the
Assignor is
retaining the right to enforce the representations and warranties
made by the
Sellers and the Servicer prior to the date hereof with respect to
the Assigned
Loans and the Sellers and the Servicer.
Representations; Warranties and Covenants
2.
Assignor warrants and represents to Assignee and Servicer as of the
date
hereof:
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a. Attached hereto as Attachment 2 are true and accurate copies of
the
Agreements, 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;
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;
c. Assignor has not received notice of, and has no knowledge of,
any
offsets, counterclaims or other defenses available to Servicer with
respect to
the Assigned Loans or the Servicing Agreement;
d. Assignor has not waived or agreed to any waiver under, or agreed
to
any amendment or other modifications of, the Agreements. 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 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 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 Servicer, 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
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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, 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 which would constitute a distribution of the
Assigned
Loans under the Securities Act of 1933, as amended (the "1933 Act")
or which
would render the disposition of the Assigned Loans a violation of
Section 5 of
the 1933 Act or require registration pursuant thereto; and
h. Assignor has received from the Sellers, and has delivered to
Assignee, all documents required to be delivered to Assignor by the
Sellers
prior to the date hereof pursuant to Section 2.2 of the Purchase
Agreements with
respect to the Assigned Loans.
3.
Assignee warrants and represents to, and covenants with, Assignor
and
Servicer 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 Servicer, 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 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
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the enforceability of, this AAR Agreement, or the Assignee's
ability to perform
its obligations under this AAR Agreement;
e. Assignee understands that the Assigned Loans have not been
registered under the 1933 Act or the securities laws of any state;
and
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.
4.
The Servicer hereby restates, as of the date hereof, the
representations
and warranties contained in Section 5.7 of the Servicing Agreement,
to and for
the benefit of the Assignee, and by this reference incorporates
such
representations and warranties herein, as of the date hereof.
Recognition of Assignee
5.
(a) From and after the date hereof, the Servicer shall recognize
the
Assignee as the owner of the Assigned Loans, and the Servicer will
service the
Assigned Loans in accordance with the servicing provisions
contained in the
Servicing Agreement for the benefit of the Assignee, and shall look
solely to
the Assignee for performance of the obligations of the Owner under
the Servicing
Agreement with respect to the Assigned Loans. The Assignee hereby
agrees and
acknowledges that it shall uphold, or shall require its agents to
uphold, the
obligations of the Owner contained in the Servicing Agreement.
(b) The Servicer acknowledges that Wells Fargo Bank, N.A. (the
"Master
Servicer" and "Securities Administrator") has been appointed as the
master
servicer of the Assigned Loans pursuant to the Pooling and
Servicing Agreement,
dated as of September 1, 2006, by and among the Assignee, the
Master Servicer,
the Securities Administrator and HSBC Bank USA, National
Association (the
"Pooling and Servicing Agreement"). The Servicer shall deliver all
reports
required to be delivered under the Servicing Agreement to:
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Merrill Lynch Mortgage Investors, Inc., Series
2006-AF1
(c) The Servicer hereby acknowledges that the Master Servicer has
the
right to enforce all obligations of the Servicer under the
Servicing Agreement
acting on behalf of the Assignee, as owner of the Assigned Loans.
Such rights
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
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delivered by the Servicer under the Servicing Agreement, the right
to examine
the books and records of the Servicer and the right to exercise
certain rights
of consent and approval relating to actions taken by the Assignor.
The Master
Servicer shall be entitled to indemnification to the extent
provided in Article
8 of the Servicing Agreement. Notwithstanding the foregoing, it is
understood
that the Servicer shall not be obligated to defend and indemnify
and hold
harmless the Master Servicer, the Assignee and the Assignor from
and against any
losses, damages, penalties, fines, forfeitures, judgments and any
related costs
including, without limitation, reasonable and necessary legal fees,
resulting
from (i) actions or inactions of the Servicer which were taken or
omitted upon
the instruction or direction of the Master Servicer or (ii) the
failure of the
Master Servicer to perform the obligations of the "Owner" under the
Servicing
Agreement only to the extent that the Master Servicer has any
obligations of the
"Owner". In addition, the A
