<PAGE>
Exhibit 99.2
Execution Copy
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this
"AAR
Agreement") made as of March 1, 2007, among Merrill Lynch Mortgage
Lending,
Inc., having an address at 250 Vesey Street, 4 World Financial
Center, 10th
Floor, New York, New York 10080 (the "Assignor"), Merrill Lynch
Mortgage
Investors, Inc., having an address at 250 Vesey Street, 4 World
Financial
Center, 10th Floor, New York, New York 10080 (the "Assignee"), and
IndyMac Bank,
F.S.B., as seller (the "Seller") and servicer (the "Servicer"),
having an
address at 3465 East Foothill Boulevard, Pasadena, California
91107.
WHEREAS, the Assignor acquired the mortgage loans set forth on
Attachment 1 annexed hereto (the "Assigned Loans") from the Seller
pursuant to
that certain Master Seller's Warranties and Servicing Agreement,
dated as of May
1, 2006, between the Assignor and the Seller (the "Purchase and
Servicing
Agreement");
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 Purchase and 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
Purchase and Servicing Agreement. Assignor specifically reserves
and does not
assign to Assignee any right, title and interest in, to or under
any Mortgage
Loans subject to the Purchase and Servicing Agreement other than
those set forth
on Attachment l. Notwithstanding anything to the contrary contained
herein, the
Assignor is retaining the right to enforce the representations and
warranties
made by the Seller and the Servicer prior to the date hereof with
respect to the
Assigned Loans and the Seller and the Servicer.
Representations; Warranties and Covenants
2.
Assignor warrants and represents to Assignee and Servicer as of the
date
hereof:
a. Attached hereto as Attachment 2 is a true and accurate copy of
the
Purchase and Servicing Agreement, which 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;
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 Purchase and Servicing Agreement as it
relates 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
Purchase and
Servicing
<PAGE>
Agreement as it relates 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 Purchase and Servicing Agreement;
d. Assignor has not waived or agreed to any waiver under, or agreed
to
any amendment or other modifications of, the Purchase and Servicing
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 Purchase and Servicing Agreement;
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 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
2
<PAGE>
h. Assignor has received from Seller, and has delivered to
Assignee,
all documents required to be delivered to Assignor by Seller prior
to the date
hereof pursuant to Section 2.01 of the Purchase and Servicing
Agreement 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 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
3
<PAGE>
and will not result in non-exempt prohibited transaction under
Section 406 of
ERISA or Section 4975 of the Code.
4.
IndyMac Bank, F.S.B. ("IndyMac") warrants and represents to,
and
covenants with, Assignor and Assignee that as of the date
hereof:
a. IndyMac is a corporation duly organized, validly existing and
in
good standing under the laws of the jurisdiction of its
incorporation;
b. IndyMac 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 IndyMac's
business and will
not conflict with, or result in a breach of, any of the terms,
conditions or
provisions of IndyMac's charter or by-laws or any legal
restriction, or any
material agreement or instrument to which IndyMac 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 IndyMac or its property is subject. The
execution,
delivery and performance by IndyMac 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 IndyMac. This AAR Agreement
has been duly
executed and delivered by IndyMac and, upon the due authorization,
execution and
delivery by Assignor and Assignee, will constitute the valid and
legally binding
obligation of IndyMac enforceable against IndyMac 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
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 IndyMac in connection with the execution, delivery or
performance by
IndyMac of this AAR Agreement, or the consummation by it of the
transactions
contemplated hereby.
5.
The Servicer hereby restates, as of the date hereof, the
representations
and warranties contained in Section 3.02 of the Purchase and
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
6.
(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
Purchase and Servicing Agreement for the benefit of the Assignee,
and shall look
solely to the Assignee for performance of the obligations of the
Purchaser under
the Purchase and 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 Purchaser contained in
the Purchase
and 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
4
<PAGE>
Assigned Loans pursuant to the Pooling and Servicing Agreement,
dated as of
March 1, 2007, 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 Purchase and Servicing Agreement to:
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Merrill Lynch Mortgage Backed Securities Trust,
Series 2007-1
(c) The Servicer hereby acknowledges that the Master Servicer has
the
right to enforce all obligations of the Servicer under the Purchase
and
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 Purchase and 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 Purchase and Servicing Agreement,
the right to
receive all monthly reports and other data required to be delivered
by the
Servicer under the Purchase and 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 Section
7A.07 and Article 9 of the Purchase and 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 its
obligations
under the Purchase and Servicing Agreement, to the extent that the
Master
Servicer has such obligations. In addition, the Assignee shall
indemnify the
Servicer and hold it harmless against any and all claims, losses,
damages,
penalties, fines, forfeitures, reasonable and necessary legal fees
and related
costs, judgments, and any other costs, fees and expenses that the
Servicer may
sustain in any way related to (a) actions or inactions of the
Servicer which
were taken or omitted upon the instruction or direction of the
Trustee or Master
Servicer, as applicable, or (b) the failure of the Trustee or the
Master
Servicer, as applicable, to perform its obligations under the
Purchase and
Servicing Agreement and this AAR Agreement.
The Servicer shall make all distributions under the Purchase
and
Servicing Agreement to the Master Servicer by wire transfer of
immediately
available funds to:
Wells Fargo Bank, N.A.
ABA Number: #121-000-248
Account Name: Corporate Trust Clearing
Account number: 3970771416
For further credit to: MLMBS 2007-1
Distribution Account Number: 50995500
5
<PAGE>
(d) The Servicer shall deliver all reports required to be
delivered
under the Purchase and Servicing Agreement to the Master Servicer
at the
following address:
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Merrill Lynch Mortgage Backed Securities Trust,
Series 2007-1
Modification of the Purchase and Servicing Agreement
7.
IndyMac is hereby notified, and IndyMac hereby acknowledges receipt
of
such notification, that a REMIC election has been made with respect
to the
Assigned Loans.
8.
The Assignee and the Servicer hereby amend Article 1 of the
Purchase and
Servicing Agreement, as it pertains to the Assigned Loans, by:
(a) 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 Federal Reserve is closed, or (iii) a day on which
banking
institutions in the jurisdiction in which the Master Servicer or
the Servicer
are authorized or obligated by law or executive order to be
closed.";
(b) deleting the definition of "First Remittance Date" in its
entirety
and replacing it with the following:
"First Remittance Date: April 18, 2007.";
(c) deleting the definition of "Remittance Date" in its entirety
and
replacing it with the following:
"Remittance Date: The 18th day (or if such 18th day is not a
Business
Day, the preceding Business Day) of any month, beginning with the
First
Remittance Date.";
(d) deleting the definition of "Subservicer" in its entirety
and
replacing it with the following:
"Subservicer: Any
Person that services Mortgage Loans on behalf of the
Company 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
Company under
this Agreement or any Reconstitution Agreement that are identified
in Item
1122(d) of Regulation AB."; and
(e) adding the following definitions in alphabetical order:
"Exchange Act: The Securities Exchange Act of 1934, as
amended."
6
<PAGE>
"Master Servicer: Wells Fargo Bank, N.A., or its successors in
interest."
"Reconstitution: Any Securitization Transaction or Whole Loan
Transfer."
"Securities Act: The Securities Act of 1933, as amended."
"Trustee: The party named as trustee in any agreement pursuant to
a
Securitization Transaction."
9.
The Assignee and the Servicer hereby amend the Purchase and
Servicing
Agreement, as it pertains to the Assigned Loans, by:
(a) deleting in its entirety the second sentence of the second
paragraph of Section 5.01 and replacing it with the following:
"Such interest shall be deposited in the Custodial Account by
the
Company on the date such late payment is made and shall cover the
period
commencing with the Business Day on which such payment is due and
ending with
the Business Day on which such payment is made, both
inclusive.";
(b) adding the following language at the end of Section 5.02:
"In
addition, no later than the fifth Business Day of each month,
the
Company shall furnish to the Purchaser and the Master Servicer a
file via
computer tape, email or modem containing, and a hard copy of, the
monthly
data
and the Company shall also furnish to the Purchaser and the
Master
Servicer a report in the format set forth in Exhibit F, Exhibit G
and
Exhibit H attached hereto, with respect to monthly remittance
advice,
defaulted Mortgage Loans and Realized Loss Calculations.";
(c) deleting in its entirety Section 6.04;
(d) deleting in its entirety Section 6.05;
(e) deleting in its entirety clause (ii) of Section 7A.03(e)
and
replacing it with the following:
"(ii) which may be appointed as successor to the Company or any
Subservicer, the Company shall provide to the Purchase, any Master
Servicer
and
any Depositor, at least 15 calendar days prior to the effective
date of
such
succession or appointment, (x) written notice to the Purchase and
any
Depositor of such succession or appointment and (y) in writing and
in form
and
substance reasonably satisfactory to the Purchase and such
Depositor,
all
information reasonably requested by the Purchase or any Depositor
in
order to comply with the Depositor's reporting obligation under
Item 6.02
of
Form 8-K with respect to any class of asset-backed
securities.";
(f) [Reserved];
(g) delete in its entirety Section 7A.05(a)(iv) and replace it
with
the following:
7
<PAGE>
"(iv) deliver, and cause each Subservicer and Subcontractor
described in
clau
