<PAGE>
Exhibit 99.8
Execution Copy
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this
"AAR
Agreement") made as of January 1, 2007, among Merrill Lynch
Mortgage Lending,
Inc., ("Assignor"), Merrill Lynch Mortgage Investors, Inc.,
("Assignee") and
Wells Fargo Bank, N.A., (the "Company").
WITNESSETH
WHEREAS, pursuant to that certain Flow Servicing Rights Purchase
and
Sale Agreement, dated as of January 1, 2007 (the "Purchase
Agreement"), by and
between the Assignor and Wells Fargo Bank, the Assignor has sold,
and Wells
Fargo Bank has purchased, the servicing rights related to the
mortgage loans
listed on Attachment 1 hereto (the "Subject Mortgage Loans");
WHEREAS, the Company, and Merrill Lynch Bank, USA ("MLBUSA"),
as
purchaser, entered into that certain Seller's Warranties and
Servicing Agreement
(WFHM Mortgage Loan Series 2006-W90), dated as of November 1, 2006
(the "Wells
Fargo Servicing Agreement"), between MLBUSA and the Company;
WHEREAS, under that certain Reconstituted Servicing Agreement
(the
"RSA"), dated as of January 1, 2007, between Assignor and the
Company, the
Company is servicing the Subject Mortgage Loans in accordance with
the servicing
provisions contained in the Wells Fargo Servicing Agreement and the
RSA, and the
parties hereby agree that the Company shall service the Subject
Mortgage Loans
in accordance with the Wells Fargo Servicing Agreement, as amended
by this AAR
Agreement;
WHEREAS MLBUSA assigned all of its right, title and interest in,
to
and under the Wells Fargo Servicing Agreement with respect to the
Subject
Mortgage Loans to Assignor pursuant to that certain Assignment,
Assumption and
Recognition Agreement dated as of January 1, 2007 among MLBUSA,
Assignor and the
Company (the "MLBUSA AAR Agreement"); and
WHEREAS, the Assignor wishes to assign to Assignee all of its
right,
title and interest with respect to the Mortgage Loans and all of
its right,
title and interest under the Wells Fargo Servicing Agreement and
the MLBUSA AAR
Agreement, with respect to the Subject Mortgage Loans, and Assignee
wishes to
assume all of Assignor's right, title and interest in and to such
Subject
Mortgage Loans as provided in the Pooling and Servicing Agreement
and the Wells
Fargo Servicing Agreement and the MLBUSA AAR Agreement.
NOW, THEREFORE, in consideration of the mutual promises
contained
herein the parties hereto agree that the Subject Mortgage Loans
shall be subject
to the terms of this AAR Agreement. Capitalized terms used herein
but not
defined shall have the meanings ascribed to them in the Wells Fargo
Servicing
Agreement.
MANA 2007-A1
Wells Fargo AAR
<PAGE>
Assignment and Assumption
1.
Assignor hereby grants, sells, transfers and assigns to Assignee
all of
the right, title and interest of Assignor in the Subject Mortgage
Loans and, as
they relate to the Subject Mortgage Loans, all of its right, title
and interest
in, to and under the Wells Fargo Servicing Agreement and the MLBUSA
AAR
Agreement. Assignor specifically reserves and does not assign to
Assignee any
right, title and interest in, to or under any Subject Mortgage
Loans subject to
the Wells Fargo Servicing other than those set forth on Attachment
l hereto.
Notwithstanding anything to the contrary contained herein, Assignor
is retaining
the right to enforce the representations and warranties made by the
Company
prior to the date hereof with respect to the Subject Mortgage Loans
and the
Company.
Representations, Warranties and Covenants
2.
The following representations and warranties are hereby made by
the
Assignor to the Company and the Assignee as of the date hereof:
(a) Attached hereto as Attachment 2 are true and accurate
copies
of
the Wells Fargo Servicing Agreement and the MLBUSA AAR Agreement,
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) The Assignor was
the lawful owner of the Subject Mortgage
Loans with full right to transfer the Subject Mortgage Loans and
any and
all
of its interests, rights and obligations under the Wells Fargo
Servicing Agreement and the MLBUSA AAR Agreement as they relate to
the
Subject Mortgage Loans, free and clear from any and all claims
and
encumbrances; and upon the transfer of the Subject Mortgage Loans
to the
Assignee as contemplated herein, the Assignee shall have good title
to each
and
every Subject Mortgage Loan, as well as any and all of the
Assignor's
interests, rights and obligations under the Wells Fargo Servicing
Agreement
and
the MLBUSA AAR Agreement as they relate to the Subject 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 Wells Fargo
Servicing
Agreement and the MLBUSA AAR Agreement;
(d) The Assignor has no knowledge of, and has not received
notice
of,
any waivers under, or any modification of, any Subject 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
Subject
Mortgage Loans;
2
<PAGE>
(f) The Assignor has full corporate power and authority to
execute, deliver and perform its obligations under this AAR
Agreement, and
to
consummate the transactions set forth herein. The consummation of
the
transactions contemplated by this AAR Agreement is in the ordinary
course
of
the Assignor's business and will not conflict with, or result in
a
breach of, any of the terms, conditions or provisions of the
Assignor's
charter or by-laws or any legal restriction, or any material
agreement or
instrument to which Assignor is now a party or by which it is
bound, or
result in the violation of any law, rule, regulation, order,
judgment or
decree to which Assignor or its property is subject. The
execution,
delivery and performance by the Assignor of this AAR Agreement and
the
consummation by it of the transactions contemplated hereby, have
been duly
authorized by all necessary corporate action on part of the
Assignor. This
AAR
Agreement has been duly executed and delivered by the Assignor
and,
upon
the due authorization, execution and delivery by the Assignee and
the
Company, will constitute the valid and legally binding obligation
of the
Assignor enforceable against the Assignor in accordance with its
terms
except as enforceability may be limited by bankruptcy,
reorganization,
insolvency, moratorium or other similar laws now or hereafter in
effect
relating to creditors' rights generally, and by general principles
of
equity regardless of whether enforceability is considered in a
proceeding
in
equity or at law; and
(g) No consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity
is
required to be obtained or made by the Assignor in connection with
the
execution, delivery or performance by the Assignor of this
Assignment, or
the
consummation by it of the transactions contemplated hereby. Neither
the
Assignor nor anyone acting on its behalf has offered, transferred,
pledged,
sold
or otherwise disposed of the Subject Mortgage Loans or any interest
in
the
Subject Mortgage Loans, or solicited any offer to buy or accept
a
transfer, pledge or other disposition of the Subject Mortgage
Loans, or any
interest in the Subject Mortgage Loans or otherwise approached
or
negotiated with respect to the Subject Mortgage Loans, or any
interest in
the
Subject 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
Subject Mortgage Loans under the Securities Act of 1933, as
amended
(the
"1933 Act") or which would render the disposition of the
Subject
Mortgage Loans a violation of Section 5 of the 1933 Act or
require
registration pursuant thereto.
3.
The Assignee represents, warrants and covenants with the Assignor
and
the Company that:
(a) The Assignee is duly organized and is validly existing as a
corporation in good standing under the laws of the jurisdiction of
its
formation and has full power and authority (corporate and other)
necessary
to
acquire, own or purchase the Subject Mortgage Loans and to conduct
its
business as now conducted by it and to enter into and perform
its
obligations under this AAR Agreement.
(b) It has the full corporate power and authority to execute,
deliver and perform, and to enter into and consummate the
transactions
contemplated by this AAR Agreement and has duly authorized by all
necessary
corporate action on its part the
3
<PAGE>
execution, delivery and performance of this AAR Agreement; and this
AAR
Agreement, assuming the due authorization, execution and delivery
hereof by
the
other parties hereto, constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms,
except
that
(1) the enforceability hereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws
relating to
creditors' rights generally and (2) the remedy of specific
performance and
injunctive and other forms of equitable relief may be subject to
equitable
defenses and to the discretion of the court before which any
proceeding
therefor may be brought and further subject to public policy with
respect
to
indemnity and contribution under applicable securities law.
(c) The execution and delivery of this AAR Agreement by it, the
consummation of any other of the transactions contemplated by this
AAR
Agreement, and the fulfillment of or compliance with the terms
hereof are
in
its ordinary course of business and will not (1) result in a
material
breach of any term or provision of its charter or by-laws, (2)
materially
conflict with, result in a material breach, violation or
acceleration of,
or
result in a material default under, the terms of any other
material
agreement or instrument to which it is a party or by which it may
be bound,
or
(3) constitute a material violation of any statute, order or
regulation
applicable to it of any court, regulatory body, administrative
agency or
governmental body having jurisdiction over it; and it is not in
breach or
violation of any material indenture or other material agreement
or
instrument, or in violation of any statute, order or regulation of
any
court, regulatory body, administrative agency or governmental body
having
jurisdiction over it which breach or violation may impair its
ability to
perform or meet any of its obligations under this AAR
Agreement.
(d) No
litigation is pending or, to the best of its knowledge,
threatened, against it that would materially and adversely affect
the
execution, delivery or enforceability of this AAR Agreement or its
ability
to
perform any of its obligations under this AAR Agreement in
accordance
with
the terms hereof.
(e) No consent, approval, authorization or order of any court
or
governmental agency or body is required for its execution, delivery
and
performance of, or compliance with, this AAR Agreement or the
consummation
of
the transactions contemplated hereby, or if any such consent,
approval,
authorization or order is required, it has obtained the same.
4.
The following representations, warranties and covenants are hereby
made
by the Company to the Assignor and the Assignee as of the date
hereof:
(a) The Company is duly organized, validly existing and in good
standing under the laws of the United States of America, and has
all
requisite power and authority to service and administer the
Subject
Mortgage Loans and otherwise to perform the obligations with
respect to the
Subject Mortgage Loans set forth in the Wells Fargo Servicing
Agreement.
(b) The Company has full power and authority to execute,
deliver
and
perform its obligations under this AAR Agreement, and to consummate
the
transactions
4
<PAGE>
set
forth herein. The consummation of the transactions contemplated by
this
AAR
Agreement is in the ordinary course of the Company's business and
will
not
conflict with, or result in a breach of, any of the terms,
conditions
or
provisions of the Company's charter or by-laws or any legal
restriction,
or
any material agreement or instrument to which the Company is now a
party
or
by which it is bound, or result in the violation of any law,
rule,
regulation, order, judgment or decree to which the Company or its
property
is
subject. The execution, delivery and performance by the Company of
this
AAR
Agreement and the consummation by it of the transactions
contemplated
hereby, have been duly authorized by all necessary action on the
part of
the
Company. This AAR Agreement has been duly executed and delivered by
the
Company, and, upon the due authorization, execution and delivery by
the
other parties hereto, will constitute the valid and legally
binding
obligation of the Company, enforceable against the Company in
accordance
with
its terms except as enforceability may be limited by
bankruptcy,
reorganization, insolvency, moratorium or other similar laws
administered
by
the FDIC affecting the contract obligations of insured banks now
or
hereafter in effect,
and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or
at law.
(c) No consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity
is
required to be obtained or made by the Company in connection with
the
execution, delivery or performance by the Company of this AAR
Agreement, or
the
consummation by it of the transactions contemplated hereby.
(d) The Company shall service the Subject Mortgage Loans in
accordance with the terms and provisions of the Wells Fargo
Servicing
Agreement, as modified by this AAR Agreement, for the exclusive
benefit of
the
Trustee (as defined below), on behalf of the holders of the
Merrill
Lynch Alternative Note Asset Trust, Series 2007-A1, Mortgage
Pass-Through
Certificates (the "Certificateholders"). The Company shall
establish a
Custodial Account and an Escrow Account under the Wells Fargo
Servicing
Agreement with respect to the Subject Mortgage Loans in favor of
the
Trustee on behalf of the Certificateholders, and shall remit
collections
received on the Subject Mortgage Loans to the appropriate account
as
required by the Wells Fargo Servicing Agreement. The Custodial
Account and
the
Escrow Account each shall be entitled "Wells Fargo Bank, N. A.,
as
Servicer, in trust for Wells Fargo Bank, N. A., as Securities
Administrator
for
Merrill Lynch Alternative Note Asset Trust, Series 2007-A1,
Mortgage
Pass-Through Certificates" and shall be an Eligible Account.
(e) (1) No default or servicing related performance trigger has
occurred as to any other securitization due to any act or failure
to act of
the
Company; (2) no material noncompliance with applicable
servicing
criteria as to any other securitization has been disclosed or
reported by
the
Company; (3) the Company has not been terminated as servicer in
a
residential mortgage loan securitization, either due to a servicing
default
or
to application of a servicing performance test or trigger; (4)
no
material changes to the Company's servicing policies and procedures
for
similar loans has occurred in the preceding three years; (5) there
are no
aspects of the Company's financial condition that could reasonably
be
expected to have a material adverse impact on the performance by
the
Company of its obligations hereunder; (6) there are no legal
proceedings
pending, or
5
<PAGE>
known to be contemplated by governmental authorities, against the
Company
that
could be material to investors in the securities issued; and (7)
there
are
no affiliations, relationships or transactions relating to the
Company
of a
type that are described under Item 1119 of Regulation AB (other
than
with
respect to the Company's affiliation with the Custodian, the
Master
Servicer (as defined below) and the Securities Administrator).
Recognition of Assignee
5.
From and after the Closing Date, the Company shall recognize
the
Trustee, on behalf of the Certificateholders, as owner of the
Subject Mortgage
Loans and will service the Subject Mortgage Loans in accordance
with the Wells
Fargo Servicing Agreement (as modified herein), the terms of which
are
incorporated herein by reference. The Company hereby acknowledges
that the
Subject Mortgage Loans are part of a REMIC. In no event will the
Company service
the Subject Mortgage Loans in a manner that would (i) cause the
REMIC to fail to
qualify as a REMIC or (ii) result in the imposition of a tax upon
the REMIC
(including but not limited to the tax on prohibited transactions as
defined in
Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth
in Section 860G(d) of the Code).
The Company hereby acknowledges that the Master Servicer,
acting
pursuant to the terms of the Pooling and Servicing Agreement, dated
as of
January 1, 2007, among Merrill Lynch Mortgage Investors, Inc., as
depositor (the
"Depositor"), Wells Fargo Bank N.A., as master servicer (the
"Master Servicer")
and securities administrator (the "Securities Administrator"), and
HSBC Bank
USA, as trustee (the "Trustee") (the "Pooling and Servicing
Agreement"), has the
right to enforce all obligations of the Company, as they relate to
the Subject
Mortgage Loans, under the Wells Fargo Servicing Agreement, as
modified by this
AAR Agreement. Such right will include, without limitation, the
right to
indemnification, the right to terminate the Company under the Wells
Fargo
Servicing Agreement upon the occurrence of an Event of Default
thereunder and
the right to exercise certain rights of consent and approval
relating to actions
taken by the Company under the Wells Fargo Servicing Agreement. In
addition, any
notice required to be given by the "Purchaser" pursuant to Section
10.01 of the
Wells Fargo Servicing Agreement shall be given by the Master
Servicer. The
Company further acknowledges that pursuant to the terms of the
Pooling and
Servicing Agreement, the Master Servicer is required to monitor the
performance
of the Company under the Wells Fargo Servicing Agreement, as
modified by this
AAR Agreement. The Master Servicer shall have the right to receive
all
remittances required to be made by the Company under the Wells
Fargo Servicing
Agreement, the right to receive all monthly reports and other data
required to
be delivered by the Company under the Wells Fargo Servicing
Agreement, as
modified by this AAR Agreement, the right to examine the books and
records of
the Company pertaining to the Subject Mortgage Loans under the
Wells Fargo
Servicing Agreement and the right to indemnification under the
Wells Fargo
Servicing Agreement. In addition, if the Company shall fail to
remit any payment
pursuant to the Wells Fargo Servicing Agreement, as modified by
this AAR
Agreement, the Master Servicer shall notify the Company of such
failure as set
forth in Section 10.01 of the Wells Fargo Servicing Agreement.
6
<PAGE>
6.
In connection therewith, the Company hereby agrees that all
remittances
required to be made with respect to the Subject Mortgage Loans
pursuant to the
Wells Fargo Servicing Agreement will be made in accordance with the
following
wire transfer instructions:
Bank: Wells Fargo Bank, N.A.
ABA Routing Number: 121-000-248
Account Name: Corporate Trust Clearing
Account Number: 3970771416
For Credit to: MANA Series 2007-A1, Acct# 50980700
and the Company shall deliver all reports required to be delivered
under the
Wells Fargo Servicing Agreement to the Master Servicer at:
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Services Manager - MANA 2007-A1
It
is the intention of the parties hereto that this AAR Agreement
shall be
binding upon and inure to the benefit of the respective successors
and assigns
of the parties hereto.
Modification of the Wells Fargo Servicing Agreement
7.
In connection with the servicing and administration of the
Subject
Mortgage Loans, the Wells Fargo Servicing Agreement shall be
modified as
follows:
(a) The definition of "Remittance Date" in Article I of the
Wells
Fargo Servicing Agreement is modified by deleting the words
"immediately
following" and replacing them with "immediately preceding".
(b) Article I of the Wells Fargo Servicing Agreement is
modified
by
deleting the definition of "Business Day" in its entirety and
replacing
it
with the following:
"Business Day: Any day
