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Exhibit 99.4
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This Assignment, Assumption and Recognition Agreement (this
"Assignment Agreement"), dated as of March 1, 2007, among Merrill
Lynch Mortgage
Lending, Inc., a Delaware corporation having an address of 250
Vesey Street, 4
World Financial Center, 10th Floor, New York, New York 10080 (the
"Assignor"),
Merrill Lynch Mortgage Investors, Inc., a Delaware corporation
having an address
of 250 Vesey Street, 4 World Financial Center, 10th Floor, New
York, New York
10080 (the "Assignee"), and Wachovia Mortgage Corporation, a North
Carolina
corporation having an address of 401 South Tryon Street, Suite
2200, Charlotte,
North Carolina 28202 (the "Seller"), and acknowledged and agreed to
by Wells
Fargo Bank, N.A., a national banking association having an address
of 9062 Old
Annapolis Road, Columbia, Maryland 21045-1951 (the "Master
Servicer"):
For good and valuable consideration the receipt and sufficiency
of
which hereby are acknowledged, and of the premises and mutual
covenants herein
contained, the parties hereto hereby agree as follows:
1. The Assignor hereby grants, transfers and assigns to Assignee
all
of the right, title and interest of Assignor, as Purchaser, in, to
and under (a)
those certain mortgage loans listed on Exhibit A attached hereto
(the "Mortgage
Loans"); and (b) the Seller's Purchase, Warranties and Servicing
Agreement,
dated as of December 1, 2006, between the Assignor and the Seller,
as amended by
that certain Regulation AB Compliance Addendum to Seller's
Purchase, Warranties
and Servicing Agreement, dated as of December 1, 2006 (the
"Purchase
Agreement"), but only to the extent of the Mortgage Loans. For
purposes of this
Assignment Agreement, the term "Purchase Agreement" includes any
separate
Assignment and Conveyance pursuant to which Seller and Assignor
effectuated the
purchase and sale of any Mortgage Loan following the execution and
delivery of
the Purchase Agreement.
The Assignor specifically reserves and does not assign to the
Assignee
hereunder any and all right, title and interest in, to and under
any and all
obligations of the Assignor with respect to any mortgage loans
subject to the
Purchase Agreement which are not the Mortgage Loans set forth on
Exhibit A
attached hereto and are not the subject of this Assignment
Agreement.
The Seller hereby agrees to service the Mortgage Loans in
accordance
with the Purchase Agreement, as amended by this Assignment
Agreement.
2. Each of the Seller and the Assignor represent and warrant to
the
Assignee that (a) the copy of the Purchase Agreement, attached
hereto as Exhibit
B, provided to the Assignee, is a true, complete and accurate copy
of the
Purchase Agreement, (b) the Purchase Agreement is in full force and
effect as of
the date hereof, (c) the provisions thereof have not been waived,
amended or
modified in any respect, nor have any notices of termination been
given
thereunder, (d) the Purchase Agreement contains all of the terms
and conditions
governing the sale of the Mortgage Loans by Seller to Assignor and
the purchase
of the Mortgage Loans by
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Assignor from Seller, and (e) Seller sold, conveyed and transferred
each
Mortgage Loan to Assignor pursuant to the Purchase Agreement.
3. The Assignor warrants and represents to, and covenants with,
the
Assignee and the Seller that:
(a) As of the date hereof, the Assignor is not in default under
the
Purchase Agreement;
(b) The Assignor is the lawful owner of the Mortgage Loans with
the
full right to transfer the Mortgage Loans and any and all of its
interests,
rights and obligations under the Purchase Agreement, free from any
and all
claims and encumbrances arising out of the Assignor's ownership
thereof, and the
Mortgage Loans, as well as the Purchase Agreement, upon the
transfer thereof to
the Assignee as contemplated herein, shall be free and clear of all
such liens,
claims and encumbrances or any lien claim or encumbrance arising
out of the
ownership of the Mortgage Loans by any person at any time after
Assignor first
acquired any Mortgage Loan from the Seller;
(c) The Assignor has not received notice of, and has no knowledge
of,
any offsets, counterclaims or other defenses available to the
Seller with
respect to the Purchase Agreement or the Mortgage Loans;
(d) The Assignor has not waived or agreed to any waiver under,
or
agreed to any amendment or other modification of, the Purchase
Agreement or the
Mortgage Loans. The Assignor has no knowledge of, and has not
received notice
of, any waivers under or amendments or other modifications of, or
assignments of
rights or obligations under or defaults under, the Purchase
Agreement, or the
Mortgage Loans;
(e) The Assignor is a corporation duly organized, validly existing
and
in good standing under the laws of the jurisdiction of its
incorporation, and
has all requisite corporate power and authority to sell, transfer
and assign the
Mortgage Loans;
(f) The Assignor has full corporate power and authority to
execute,
deliver and perform under this Assignment Agreement, and to
consummate the
transactions set forth herein. The consummation of the transactions
contemplated
by this Assignment 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 the
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 the Assignor
or its
property is subject. The execution, delivery and performance by the
Assignor of
this Assignment Agreement, and the consummation by it of the
transactions
contemplated hereby, have been duly authorized by all necessary
corporate action
of the Assignor. This Assignment Agreement has been duly executed
and delivered
by the Assignor and constitutes the valid and legally binding
obligation of the
Assignor enforceable against the Assignor in accordance with its
respective
terms except as enforceability thereof may be limited
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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; and
(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 the Assignor in connection with the
execution, delivery
or performance by the Assignor of this Assignment Agreement, or the
consummation
by it of the transactions contemplated hereby.
4. The Assignee warrants and represents to, and covenants with,
the
Assignor and the Seller 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 corporate power and authority to acquire, own and
purchase the
Mortgage Loans;
(b) The Assignee has full corporate power and authority to
execute,
deliver and perform under this Assignment Agreement, and to
consummate the
transactions set forth herein. The consummation of the transactions
contemplated
by this Assignment Agreement is in the ordinary course of the
Assignee's
business and will not conflict with, or result in a breach of, any
of the terms,
conditions or provisions of the Assignee's charter or by-laws, 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 Agreement, and the consummation by it of the
transactions
contemplated hereby, have been duly authorized by all necessary
corporate action
of the Assignee. This Assignment Agreement has been duly executed
and delivered
by the Assignee and constitutes the valid and legally binding
obligation of the
Assignee enforceable against the Assignee in accordance with its
respective
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 Agreement, or the
consummation
by it of the transactions contemplated hereby; and
(d) The Assignee agrees to be bound, as Purchaser, by all of
the
terms, covenants and conditions of the Purchase Agreement and the
Mortgage
Loans, and from and after the date hereof, the Assignee assumes for
the benefit
of the Assignor all of the Assignor's obligations as "Purchaser"
thereunder,
solely with respect to the Mortgage Loans.
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(e) The Assignee considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and
business matters that it is capable of evaluating the merits and
risks of
investment in the Mortgage Loans;
5. The Seller warrants and represents to, and covenants with,
the
Assignor and the Assignee that:
(a) The Seller is not a natural person or a general partnership and
is
duly organized, validly existing and in good standing under the
laws of the
jurisdiction of its formation, and has all requisite power and
authority to
service the Mortgage Loans. The Assignor is a corporation duly
organized,
validly existing and in good standing under the laws of the
jurisdiction of its
incorporation;
(b) The Seller has full power and authority to execute, deliver
and
perform under this Assignment Agreement, and to consummate the
transactions set
forth herein. The consummation of the transactions contemplated by
this
Assignment Agreement is in the ordinary course of the Seller's
business and will
not conflict with, or result in a breach of, any of the terms,
conditions or
provisions of the Seller's charter or by-laws, or any legal
restriction, or any
material agreement or instrument to which the Seller 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 Seller or its property is subject.
The
execution, delivery and performance by the Seller of this
Assignment Agreement,
and the consummation by it of the transactions contemplated hereby,
have been
duly authorized by all necessary corporate action of the Seller.
This Assignment
Agreement has been duly executed and delivered by the Seller and
constitutes the
valid and legally binding obligation of the Seller enforceable
against the
Seller in accordance with its respective terms except as
enforceability thereof
may be limited by bankruptcy, insolvency, or reorganization or
other similar
laws now or hereinafter in effect relating to creditors' rights
generally and by
general principles of equity, regardless of whether such
enforceability is
considered in a proceeding in equity or in law;
(d) 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 Seller in connection with the execution,
delivery or
performance by the Seller of this Assignment Agreement, or the
consummation by
it of the transactions contemplated hereby;
(e) As of the date hereof, the Seller is not in default under
the
Purchase Agreement; and
(f) The Seller hereby makes the representations and warranties
set
forth in Section 3.01 of the Purchase Agreement to the Assignee as
of the date
hereof. The remedies set forth in Section 3.03 shall apply in the
event of a
breach of any such representations and warranties. No event has
occurred or has
failed to occur, during the period commencing on date on which
Assignor acquired
the Mortgage Loans and ending on the date hereof, inclusive, which
would make
the representations and warranties set forth in Section 3.01 of the
Purchase
4
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Agreement untrue if such representations and warranties were made
with respect
to the Mortgage Loans effective as of the date hereof.
(g) The Seller hereby acknowledges and agrees that the remedies
available to the Assignee in connection with any breach of the
representations
and warranties made by the Seller set forth in Section 5(f) hereof
shall be as
set forth in Section 3.03 of the Purchase Agreement as if they were
set forth
herein (including without limitation the repurchase and indemnity
obligations
set forth therein).
6. The Seller 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, as depositor, HSBC Bank USA, National
Association, as
trustee, and Wells Fargo Bank, N.A. as the master servicer and
securities
administrator. The Seller shall deliver all reports required to be
delivered
under the Purchase Agreement to:
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Merrill Lynch Alternative Note Asset Trust, Series
2007-F1
7. From and after the date hereof, the Seller shall recognize
the
Assignee as the owner of the Mortgage Loans, and shall look solely
to the
Assignee for performance from and after the date hereof of the
Assignor's
obligations with respect to the Mortgage Loans. From and after the
date hereof
the Seller acknowledges that the Mortgage Loans will be part of a
REMIC. The
Seller will service the Mortgage Loans in accordance with the
servicing
provisions contained in the Purchase 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
Internal Revenue
Code of 1986, as amended (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 Seller 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 Seller nor the Assignor shall amend or agree to amend,
modify,
waive, or otherwise alter any of the terms or provisions of the
Purchase
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 Seller 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 Seller of its servicing
obligations
under the Purchase Agreement. Such right will include, without
limitation, the
right to terminate the Seller under the Purchase Agreement upon the
occurrence
of an event of default thereunder, the right to receive all
remittances required
to be made by the Seller under the Purchase Agreement, the right to
receive all
monthly reports and
5
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other data required to be delivered by the Seller under the
Purchase Agreement,
the right to examine the books and records of the Seller,
indemnification
rights, and the right to exercise certain rights of consent and
approval
relating to actions taken by the Seller. In connection therewith,
the Seller
hereby agrees to make all remittances required under the Purchase
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 Old Annapolis Road, Columbia, Maryland, 21045,
Attention:
Merrill Lynch Alternative Note Asset Trust, Series 2007-F1.
It is the intention of the Assignor, the Seller and the Assignee
that
this Assignment will be a separate and distinct servicing agreement
between the
Assignee and the Seller, 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 Seller nor the Assignor shall amend or
agree to
amend, modify, waive, or otherwise alter any of the terms or
provisions of the
Purchase 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. For the purposes of servicing the Mortgage Loans hereunder,
the
parties hereto agree that the provisions of the Purchase Agreement
shall be
modified in the manner set forth in Exhibit C hereto.
9. Notice Addresses.
(a) The Assignee's address for purposes of all notices and
correspondence related to the Mortgage Loans and this Assignment
Agreement is:
Merrill Lynch Mortgage Lending, Inc.
250 Vesey Street
4 World Financial Center, 10th Floor
New York, New York 10080
Attention: MANA 2007-F1
(b) The Assignor's address for purposes for all notices and
correspondence related to the Mortgage Loans and this Assignment
Agreement is:
Merrill Lynch Mortgage Investors, Inc.
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250 Vesey Street
4 World Financial Center, 10th Floor
New York, New York 10080
Attention: MANA 2007-F1
(c) The Seller's address for purposes of all notices and
correspondence related to the Mortgage Loans and this Assignment
Agreement is:
Wachovia Mortgage Corporation
1100 Corporate Center Drive
Raleigh, North Carolina 27607
Attention: Tom Fowler
10. This Assignment Agreement shall be construed in accordance
with
the substantive laws of the State of New York (without regard to
conflict of
laws principles) and the obligations, rights and remedies of the
parties
hereunder shall be determined in accordance with such laws, except
to the extent
preempted by federal law.
11. This Assignment Agreement shall inure to the benefit of the
successors and assigns of the parties hereto. Any entity into which
the Seller,
the Assignor or the Assignee may be merged or consolidated shall,
without the
requirement for any further writing, be deemed the Seller, the
Assignor or the
Assignee, respectively, hereunder.
12. No term or provision of this Assignment Agreement may be waived
or
modified unless such waiver or modification is in writing and
signed by the
party against whom such waiver or modification is sought to be
enforced.
13. This Assignment Agreement shall survive the conveyance of
the
Mortgage Loans and the assignment of the Purchase Agreement by the
Assignor.
14. Notwithstanding the assignment of the Purchase Agreement by
either
the Assignor or Assignee, this Assignment Agreement shall not be
deemed assigned
by the Seller or the Assignor unless assigned by separate written
instrument.
15. For the purpose for facilitating the execution of this
Assignment
Agreement as herein provided and for other purposes, this
Assignment Agreement
may be executed simultaneously in any number of counterparts, each
of which
counterparts shall be deemed to be an original, and such
counterparts shall
constitute and be one and the same instrument.
16. The Seller shall deliver to the Master Servicer a list of
servicing officers in the form of Exhibit D by the Closing
Date.
[signatures on following page]
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IN WITNESS WHEREOF, the parties have caused this Assignment
Agreement
to be executed by their duly authorized officers as of the date
first above
written.
Merrill Lynch Mortgage Lending, Inc as
Assignor
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Merrill Lynch Mortgage Investors, Inc.
as Assignee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Wachovia Mortgage Corporation Seller
By:
------------------------------------
Name:
---------------------------------
Title:
-------------------------------
<PAGE>
Acknowledged and Agreed:
WELLS FARGO BANK, N.A.
Master Servicer
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
<PAGE>
EXHIBIT A
Mortgage Loan Schedule
[Intentionally Omitted]
<PAGE>
EXHIBIT B
Seller's
Purchase, Warranties and Interim Servicing Agreement, dated
as of
December 1, 2006, between Merrill Lynch Mortgage Lending, Inc.
and
Wachovia Mortgage Corporation and the Regulation AB Compliance
Addendum to Seller's Purchase, Warranties and Servicing
Agreement,
dated as of December 1, 2006
[Intentionally Omitted]
<PAGE>
EXHIBIT C
AMENDMENT OF THE PURCHASE AGREEMENT
1.
The Seller's Purchase, Warranties and Interim Servicing Agreement,
dated
as of December 1, 2006, shall be amended as follows:
(a) The following changes are made to the definitions in Section
1.01:
(i) The definition of Business Day is deleted in its entirety
and
replaced with the following:
"Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii) a
legal holiday in the States of Maryland, Minnesota, New York or
North
Carolina, or (iii) a day on which banks in the States of New York
or North
Carolina are authorized or obligated by law or executive order to
be
closed."
(ii) The definition of Closing Date is deleted in its entirety
and replaced with the following:
"Closing Date: March 26, 2007."
(iii) The definition of Custodial Account is deleted in its
entirety and replaced with the following:
"Custodial Account: Each separate demand account or accounts
created and
maintained pursuant to Section 4.04 which shall be entitled
"Wachovia
Mortgage Corporation, in trust for Wells Fargo Bank, N.A. as
Securities
Administrator on behalf of the Certificate holders of the Merrill
Lynch
Alternative Note Asset Trust, Series 2007-F1 Mortgage
Pass-Through
Certificates" and shall be established as an Eligible Account, in
the name
of
the Person that is the "Purchaser" with respect to the related
Mortgage
Loans."
(b) The following sentence is hereby added to the end of the
third
paragraph of section 4.01:
"Notwithstanding anything to the contrary, the Servicer shall not
make or
permit any modification, waiver or amendment of any term of any
Mortgage
Loan
that would cause any REMIC created under the Pooling and
Servicing,
dated as of March 1, 2007, among Merrill Lynch Mortgage Investors,
Inc.,
Wells Fargo Bank, N.A. and HSBC Bank USA, National Association, to
fail to
qualify as a REMIC or result in the imposition of any tax under
Section
860F(a) or Section 860G(d) of the Code."
(c) The following paragraph is hereby added to the end of
Section
5.02:
C-1
<PAGE>
"No
later than the fifth (5th) Business Day of each month, the Seller
shall
forward to the Master Servicer reports in the format set forth in
Exhibits
L,
Exhibit M and Exhibit N hereto, with respect to monthly
remittances,
defaulted Mortgage Loans and realized loss calculations,
respectively."
(d) Exhibit L, Exhibit M and Exhibit N attached hereto are
hereby
added to the Purchase Agreement immediately following Exhibit K
thereto.
2.
The Regulation AB Compliance Addendum to Seller's Purchase,
Warranties
and Servicing Agreement, dated as of December 1, 2006, shall be
amended as
follows:
(a) The word "substantially" immediately preceding the words "in
the
form of Exhibit B hereto," is hereby deleted from the definition of
Servicing
Criteria in Section 1.01.
(b) The word "material" is hereby inserted immediately preceding
the
words "legal or governmental proceedings" in Subsection
2.03(a)(C).
(c) The words "that would be material to securityholders"
immediately
following the word "Subservicer" is hereby deleted from Subsection
2.03(a)(C).
(d) The word "material" is hereby inserted immediately preceding
the
words "legal or governmental proceedings" in Subsection
2.03(c)(I).
(e) The words "that would be material to securityholders"
immediately
following the word "Subservicer" is hereby deleted from Subsection
2.03(c)(I).
(f) Subsection 2.03(d) is deleted in its entirety and replaced
with
the following:
"(d)
For the purpose of satisfying the reporting obligation under
the
Exchange Act with respect to any class of asset-backed securities,
the
Company shall (or shall cause each Subservicer and Third-Party
Originator
to)
(i) provide prompt notice to the Purchaser, any Master Servicer and
any
Depositor in writing of (a) any material litigation or
governmental
proceedi
