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Exhibit 99.2
Execution Copy
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "Assignment")
is
dated as of March 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,
that certain Loan Sub-Servicing Agreement, dated January 28, 2000,
that certain
Securitized Loan Primary Servicing Agreement, dated January 28,
2000, and that
certain Servicing Rights Purchase, and Sale Agreement, dated
January 28, 2000
(collectively, and 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, MLCC assigned its rights under the Merrill Lynch Ops Guide
to the
Assignor pursuant to that certain Assignment and Assumption
Agreement, dated as
of March 1, 2007, 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 those mortgage loans identified on
Exhibit A
attached hereto (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
("Bishop's
Gate");
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:
1.
Defined terms used in this Assignment and not otherwise defined
herein
shall
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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
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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 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
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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 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 the Purchaser 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
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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 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
March 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
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the Servicing Agreement to:
Wells Fargo Bank, N.A.
9062
Old Annapolis Road
Columbia, Maryland 21045
Attention: Merrill Lynch Alternative Note Asset Trust, Series
2007-F1
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.
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: SAS Clearing
Account # 3970771416
For
Further Credit to: 50989100
Reference: MANA 2007-F1
Applicable statements should be mailed to Wells Fargo Bank,
National
Association, 9062
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Old Annapolis Road, Columbia, Maryland, 21045, Attention: Merrill
Lynch
Alternative Note Asset Trust, Series 2007-F1.
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.
8.
Modification of the Servicing Agreement:
The
Servicer and the Assignor hereby amend the Servicing Agreement
as
follows:
(a)
The following
definitions are added to Section 1.01:
Commission: The United States Securities and Exchange
Commission.
Closing Date: March 26, 2007.
Depositor: Merrill Lynch Mortgage Investors, Inc.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: Wells Fargo Bank, N.A. 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 Credit Corporation, 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 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.
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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.
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 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:
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"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) an account or accounts maintained
with a
federal or state chartered depository institution or trust company,
the
long-term unsecured debt obligations and short-term unsecured debt
obligations
of which (or, in the case of a depository institution or trust
company that is
the principal subsidiary of a holding company, the debt obligations
of such
holding company, so long as Moody's is not a Rating Agency) are
rated by each
Rating Agency in one of its two highest long-term and its highest
short-term
rating categories respectively, at the time any amounts are held on
deposit
therein, or (ii) an account or accounts in a depository institution
or trust
company in which such accounts are insured by the FDIC (to the
limits
established by the FDIC) and the uninsured deposits in which
accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel
delivered to
the Securities Administrator and to each Rating Agency, the
Certificateholders
have a claim with respect to the funds in such account or a
perfected first
priority security interest against any collateral (which shall be
limited to
Permitted Investments) securing such funds that is superior to
claims of any
other depositors or creditors of the depository institution or
trust company in
which such account is maintained, or (iii) a trust account or
accounts
maintained with the corporate trust department of a federal or
state chartered
depository institution or trust company having capital and surplus
of not less
than $50,000,000, acting in its fiduciary capacity or (iv) any
other account
acceptable to the Rating Agencies. Eligible Accounts may bear
interest, and may
include, if otherwise qualified under this definition, accounts
maintained with
the Securities Administrator."
(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 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.
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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) Business Day of each month,
the
Servicer shall forward to the Master Servicer reports in the format
set forth in
Exhibit C, Exhibit D and Exhibit E to the Assignment, Assumption
and Recognition
Agreement, dated as of March 1, 2007, among Merrill Lynch Mortgage
Lending,
Inc., Merrill Lynch Mortgage Investors, Inc. and the Servicer (or
such other
format, with respect to Exhibit C, Exhibit D and Exhibit E as
mutually agreed by
the Servicer and the Master Servicer), with respect to defaulted
Mortgage Loans
and realized loss calculations, respectively."
(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]."
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(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 March 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
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.
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(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);
(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).
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<PAGE>
(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
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 Alternative Note Asset Trust, Series 2007-F1,
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
13
<PAGE>
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) t
