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EXHIBIT 99.14
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this
"AAR
Agreement") made as of September 1, 2006, among Merrill Lynch
Mortgage Lending,
Inc., having an address at World Financial Center, South Tower, New
York, New
York 10281 (the "Assignor"), Merrill Lynch Mortgage Investors,
Inc., having an
address at 4 World Financial Center, 10th Floor, New York, New York
10281 (the
"Assignee") and GreenPoint Mortgage Funding, Inc. (the
"Company").
WHEREAS, Merrill Lynch Mortgage Holdings Inc. ("MLMH") acquired
the
mortgage loans set forth on Attachment 1 annexed hereto (the
"Assigned Loans")
from the Company pursuant to that certain Master Mortgage Loan
Purchase and
Servicing Agreement (the "Agreement"), dated as of April 1, 2003,
among MLMH,
Terwin Advisors, LLC ("Terwin") and the Company, as amended by
Amendment No. 1,
dated as of August 20, 2003 among MLMH, Terwin and the Company;
WHEREAS, MLMH assigned all of its right, title and interest in, to
and
under the Assigned Loans and the Agreement to Assignor pursuant to
the
Assignment, Assumption and Recognition Agreement, dated September
1, 2006, among
MLMH, the Company and Assignor (the "Assignment, Assumption and
Recognition
Agreement"; together with the Agreement, the "Agreements").
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 Pooling and Servicing Agreement (as defined
below).
Assignment and Assumption
1. Assignor hereby
grants, sells, transfers and assigns to Assignee all of
the right, title and interest of Assignor in the Assigned Loans
and, as they
relate to the Assigned Loans, all of its right, title and interest
in, to and
under the Agreements. Assignor specifically reserves and does not
assign to
Assignee any right, title and interest in, to or under any Mortgage
Loans
subject to the Agreements other than those set forth on Attachment
l.
Notwithstanding anything to the contrary contained herein, the
Assignor
specifically reserves and does not assign to the Assignee any
right, title and
interest in, to or under the representations and warranties
contained in Section
7.01 and Section 7.02 of the Agreement and the Assignor is
retaining the right
to enforce the representations and warranties set forth in those
sections
against the Company. In addition, the Assignor specifically
reserves and does
not assign to the Assignee any right, title and interest in, to or
under Section
7.04 of the Agreement.
Representations, Warranties and Covenants
2.
Assignor warrants and represents to, and covenants with, Assignee
and
Company that as of the date hereof:
a. Attached
hereto as Attachment 2 are true and accurate copies of
the Agreements, which agreements are in full force and effect
as
of the date
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hereof and the respective provisions of which have not been
waived, amended or modified in any respect, nor has any notice
of
termination been given thereunder;
b. Assignor was
the lawful owner of the Assigned Loans with full
right to transfer the Assigned Loans and any and all of its
interests, rights and obligations under the Agreements as 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
Agreements 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 Company
with respect to the Assigned Loans or the Agreements;
d. Assignor has
not waived or agreed to any waiver under, or agreed
to any amendment or other modifications of, the Agreements.
Assignor has no knowledge of, and has not received notice of,
any
waivers under or any amendments or other modifications of, or
assignment of rights or obligations under the Agreements;
e. Assignor is a
corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its
formation, and has all requisite power and authority to
acquire,
own and sell the Assigned Loans;
f. Assignor has
full power and authority to execute, deliver and
perform
its obligations under this AAR Agreement, and to
consummate the transactions set forth herein. The consummation
of
the transactions contemplated by this AAR Agreement is in the
ordinary course of Assignor's business and will not conflict
with, or result in a breach of, any of the terms, conditions or
provisions of Assignor's charter or by-laws or any legal
restriction, or any material agreement or instrument to which
Assignor is now a party or by which it is bound, or result in
the
violation of any law, rule, regulation, order, judgment or
decree
to which Assignor or its property is subject. The execution,
delivery and performance by Assignor of this AAR Agreement and
the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary action on the part
of
Assignor. This AAR Agreement has been duly executed and
delivered
by Assignor and, upon the due authorization, execution and
delivery by Assignee and Company, 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
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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
h. Assignor has
received from Company, and has delivered to
Assignee, all documents required to be delivered to Assignor by
Company prior to the date hereof pursuant to Section 6.03 of
the
Agreement with respect to the Assigned Loans.
3.
Assignee warrants and represents to, and covenants with, Assignor
and
Company that 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
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duly executed and delivered by Assignee and, upon the due
authorization, execution and delivery by Assignor and Company,
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 Assignee's
ability to perform its obligations under this AAR Agreement;
e. Assignee
understands that the Assigned Loans have not been
registered under the Securities Act of 1934 (the "Securities
Act") or the securities laws of any state;
f. Assignee is
either (i) not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or Section 4975 of the Internal Revenue
Code of 1986 (the "Code")(a "Plan") and not a Person acting,
directly or indirectly, on behalf of or investing with "plan
assets" of any such Plan or (ii) an employee benefit plan that
is
subject to ERISA and the assignment contemplated herein does
not
constitute and will not result in non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the
Code;
g. Assignee
assumes all of the rights of the Assignor under the
Agreements with respect to the Assigned Loans including the
right
to enforce the representations and warranties of the Company
contained in the Agreements; and
h. A
registration statement on Form S-3 (File No. 333-130545),
including the Base Prospectus (the "Registration Statement")
has
been
filed with the Securities and Exchange Commission (the
"Commission") and has become effective under the Securities Act
of 1933, as amended (the "Securities Act") and no stop order
suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that
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<PAGE>
purpose have been initiated, or to the Assignee's knowledge,
threatened, by the Commission.
4.
Company warrants and represents to, and covenants with, Assignor
and
Assignee that as of the date hereof:
a. Attached
hereto as Attachment 2 are true and accurate copies of
the Agreements, which agreements are in full force and effect
as
of the date hereof and the respective provisions of which have
not been waived, amended or modified in any respect, nor has
any
notice of termination been given thereunder;
b. Company 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 service the Assigned
Loans;
c. Company 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 Company's business and will not conflict
with,
or result in a breach of, any of the terms, conditions or
provisions of Company's charter or by-laws or any legal
restriction, or any material agreement or instrument to which
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 Company or its property is subject. The execution,
delivery and performance by Company of this AAR Agreement and
the
consummation by it of the transactions contemplated hereby,
have
been duly authorized by all necessary corporate action on the
part of Company. This AAR Agreement has been duly executed and
delivered by Company, and, upon the due authorization,
execution
and delivery by Assignor and Assignee, will constitute the
valid
and legally binding obligation of Company, enforceable against
Company 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 Company in connection with the
execution, delivery or performance by Company of this AAR
Agreement, or the consummation by it of the transactions
contemplated hereby;
e. Company shall
establish a Custodial Account (entitled "GreenPoint
Mortgage Funding, Inc., as Servicer, in trust for Wells Fargo
Bank, N.A. as Securities Administrator for Merrill Lynch
Mortgage
Investors Trust
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MLMI Series 2006-AF1 Mortgage Pass-Through Certificates") and
an
Escrow Account (entitled "GreenPoint Mortgage Funding, Inc., as
Servicer, in trust for
Wells Fargo Bank, N.A., as Securities
Administrator for Merrill Lynch Mortgage Investors Trust MLMI
Series 2006-AF1 Mortgage Pass-Through Certificates") with
respect
to the Assigned Loans, which accounts shall be separate from
the
Custodial Account and Escrow Account previously established
under
the Agreement in favor of the Assignor; and
f. Each of the
representations and warranties made by Company in
Section 7.01 and Section 7.02 of the Agreement are true and
correct in all material respects as of the date hereof
provided,
however, that the representations made in Section 7.02(v) are
made as of the date of the Agreement.
Recognition of Assignee
5.
From and after the date hereof, Company shall recognize Assignee
as
owner of the Assigned Loans and will service the Assigned Loans for
Assignee in
accordance with the Agreement (as modified herein), the terms of
which are
incorporated herein by reference. The Company hereby acknowledges
that the
Mortgage Loans will be part of a REMIC. In no event will the
Company service the
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). In addition, Company hereby
acknowledges that from
and after the date hereof, the Assigned Loans will be subject to
the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of
September 1, 2006, by and among Merrill Lynch Mortgage Investors,
Inc., Wells
Fargo Bank, N.A. (the "Master Servicer" and "Securities
Administrator") and HSBC
Bank USA, National Association. Pursuant to the Pooling and
Servicing Agreement,
the Master Servicer is required to monitor the Company's
performance of its
servicing obligations under the Agreement. Such right will include,
without
limitation, the right to terminate the Company under the Agreement
upon the
occurrence of an event of default thereunder, the right to receive
all
remittances required to be made by the Company under the Agreement,
the right to
receive all monthly reports and other data required to be delivered
by the
Company under the Agreement, the right to examine the books and
records of the
Company, indemnification rights, and the right to exercise certain
rights of
consent and approval relating to actions taken by the Company.
6.
In connection therewith, Company hereby agrees that all
remittances
required to be made with respect to the Assigned Loans pursuant to
the 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: MLMI Series 2006-AF1, acct# 50948000
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and Company shall deliver all reports required to be delivered
under the
Agreement to Assignee and to the Master Servicer at:
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: MLMI 2006-AF1
It
is the intention of Assignor, Company and Assignee that this
AAR
Agreement shall be binding upon and for the benefit of the
respective successors
and assigns of the parties hereto. Neither Company nor Assignor
shall amend or
agree to amend, modify, waive, or otherwise alter any of the terms
or provisions
of the Agreement which amendment, modification, waiver or other
alteration would
in any way affect the Assigned Loans without the prior written
consent of
Assignee.
Modification of the Agreement
7. The Assignor, Assignee and Company hereby amend the Agreement
as
follows:
(a) The Assignor, Assignee and Company hereby amend the definition
of
"Remittance Date" by deleting the words "immediately following
such" and
replacing them with ""immediately preceding such".
(b) The Assignor, Assignee and Company hereby amend Section 1 of
the
Agreement by deleting the definition of "Business Day" in its
entirety and
replacing it with the following:
"Business Day: Any day other than a Saturday or Sunday, or a day
on
which banking and savings and loan institutions in the State of New
York,
State of Maryland, State of Minnesota or State of California are
authorized
or
obligated by law or executive order to be closed."
(c) The Assignor, Assignee and Company hereby amend Section 1 of
the
Agreement by deleting the definition of "Whole Loan Transfer" in
its entirety
and replacing it with the following:
"Whole Loan Transfer: Any sale or transfer of some or all of
the
Mortgage Loans, other than a Pass-Through Transfer or
Securitization
Transaction."
(d) The Assignor, Assignee and Company hereby amend Section 1 of
the
Agreement by adding the following definitions in alphabetical
order:
"Commission: The United States Securities and Exchange
Commission."
"Depositor: The depositor, as such term is defined in Regulation
AB,
with
respect to any Securitization Transaction."
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"Exchange Act: The Securities Exchange Act of 1934, as
amended."
"Master Servicer: Wells Fargo Bank, N.A."
"Pooling and Servicing Agreement: The pooling and servicing
agreement
dated as of September 1, 2006, by and among Merrill Lynch
Mortgage
Investors, Inc., the Master Servicer, the Securities Administrator
and HSBC
Bank
USA, National Association, as trustee."
"Qualified Correspondent: Any Person from which the Seller
purchased
Mortgage Loans, provided that the following conditions are
satisfied: (i)
such
Mortgage Loans were originated pursuant to an agreement between
the
Seller and such Person that contemplated that such Person would
underwrite
mortgage loans from time to time, for sale to the Seller, in
accordance
with
underwriting guidelines designated by the Seller ("Designated
Guidelines") or guidelines that do not vary materially from such
Designated
Guidelines; (ii) such Mortgage Loans were in fact underwritten as
described
in
clause (i) above and were acquired by the Seller within 180 days
after
origination; (iii) either (x) the Designated Guidelines were, at
the time
such
Mortgage Loans were originated, used by the Seller in origination
of
mortgage loans of the same type as the Mortgage Loans for the
Seller's own
account or (y) the Designated Guidelines were, at the time such
Mortgage
Loans were underwritten, designated by the Seller on a consistent
basis for
use
by lenders in originating mortgage loans to be purchased by the
Seller;
and
(iv) the Seller employed, at the time such Mortgage Loans were
acquired
by
the Seller, pre-purchase or post-purchase quality assurance
procedures
(which may involve, among other things, review of a sample of
mortgage
loans purchased during a particular time period or through
particular
channels) designed to
ensure that Persons from which it purchased mortgage
loans properly applied the underwriting criteria designated by the
Seller."
"Reconstitution: Any Securitization Transaction or Whole Loan
Transfer."
"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."
"Securities Act: The Securities Act of 1933, as amended."
"Securities Administrator: Wells Fargo Bank, N.A."
"Securitization Transaction: Any transaction involving either (1)
a
sale
or other transfer of some or all of the Mortgage Loans directly
or
indirectly to an issuing entity in connection with an issuance of
publicly
offered or privately placed, rated or unrated mortgage-backed
securities or
(2)
an issuance of publicly offered or privately placed, rated or
unrated
securities, the payments on which are determined primarily by
reference to
one
or more portfolios of residential mortgage loans consisting, in
whole
or
in part, of some or all of the Mortgage Loans."
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"Seller Information: As defined in Subsection 12.05(a)."
"Servicer: As defined in Subsection 12.04(c)."
"Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to
time."
"Static Pool Information: Static pool information as described in
Item
1105(a)(1)-(3) and 1105(c) of Regulation AB."
"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 functions
identified in
Item
1122(d) of Regulation AB with respect to Mortgage Loans under
the
direction or authority of the Seller or a Subservicer."
"Subservicer: Any Person that services Mortgage Loans on behalf of
the
Seller 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
Seller under this Agreement or any Reconstitution Agreement that
are
identified in Item 1122(d) of Regulation AB."
"Third-Party Originator: Each Person, other than a Qualified
Correspondent, that originated Mortgage Loans acquired by the
Seller."
(e) The Assignor, Assignee and Company hereby amend Section 11.02
of
the Servicing Addendum to the Agreement by deleting the fifth,
sixth and seventh
sentences of the first paragraph in their entirety and replacing
them with the
following:
"In the event that any payment due under any Mortgage Loan
remains
delinquent for a period of ninety (90) days or more, the Seller
shall
provide written notice to the Master Servicer in the event the
Seller
intends to proceed with foreclosure. In connection with any
foreclosure
proceedings, the Seller shall be responsible for all costs and
expenses
incurred by it in any such foreclosure proceedings; provided,
however, that
it
shall be entitled to reimbursement thereof from the related
Mortgaged
Property, as contemplated in Section 11.05."
(f) The Assignor, Assignee and Company hereby amend each of the
second
and fifth paragraphs of Section 11.02 of the Servicing Addendum to
the Agreement
by deleting the section reference "(a)" at the beginning
thereof.
(g) The Assignor, Assignee and Company hereby amend Section 11.14
of
the Servicing Addendum to the Agreement by deleting the first and
second
sentences of the third paragraph in its entirety and replacing it
with the
following:
"With respect to any remittance received by the Purchaser on or
after the
Business Day following the Business Day on which such payment was
due, the
Seller shall pay to the Purchaser interest on any such late payment
at an
annual rate equal to the rate of interest
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as
is publicly announced from time to time by The Chase Manhattan
Bank, New
York, New York, at its principal office as its prime lending rate,
adjusted
as
of the date of each change, plus three percentage points, but in
no
event greater than the maximum amount permitted by applicable law.
Such
interest shall be paid by the Seller to the Purchaser on the date
such late
payment is made and shall cover the period commencing with the date
on
which such payment was due and ending with the date on which such
payment
is
made, both inclusive."
(h) The Assignor, Assignee and Company hereby amend Section 11.15
of
the Servicing Addendum to the Agreement by deleting the first
sentence of such
section and replacing it with the following:
"No
later than the fifth Business Day of each month, the Seller
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
Seller shall also furnish to the Purchaser and the Master Servicer
a report
in
the format set forth in Attachment 3, Attachment 4 and Attachment 5
to
the
Assignment, Assumption and Recognition Agreement, dated as of
September
1,
2006 among Merrill Lynch Mortgage Lending, Inc., Merrill Lynch
Mortgage
Investors, Inc. and the Seller, with respect to monthly remittance
advice,
defaulted Mortgage Loans and Realized Loss Calculations."
(i) The Assignor, Assignee and Company hereby amend Section 11.18
of
the Servicing Addendum to the Agreement, by deleting such section
in its
entirety and replacing it with the following:
"Upon the foreclosure sale of any Mortgaged Property or the
acquisition
thereof by the Purchaser pursuant to a deed-in-lieu of foreclosure,
the
Seller shall submit to the Purchaser and the Master Servicer a
liquidation
report in the format set
forth in Attachment 4 to the Assignment,
Assumption and Recognition Agreement, dated as of September 1, 2006
among
Merrill Lynch Mortgage Lending, Inc., Merrill Lynch Mortgage
Investors,
Inc.
and the Seller, with respect to such Mortgaged Property and all
supporting documentation reasonably required by the Master
Servicer."
(j) The Assignor, Assignee and Company hereby amend Section 11.21
of
the Servicing Addendum to the Agreement, by deleting the second
paragraph of
such section in its entirety and replacing it with the
following:
"The obligation of the Seller to make such Monthly Advances is
mandatory, notwithstanding any other provision of this Agreement,
and, with
respect to any Mortgage Loan or REO Property, will continue through
the
last
Monthly Payment due prior to the payment in full of the Mortgage
Loan,
or
through the last Remittance Date prior to the Remittance Date for
the
distribution of all Liquidation Proceeds and other payments or
recoveries
(including REO Disposition proceeds, Insurance Proceeds and
Condemnation
Proceeds) with respect to the Mortgage Loan; provided that,
notwithstanding
anything herein to the contrary, no Monthly Advance shall be
required to be
made
hereunder by the Seller if such Monthly Advance would, if made,
constitute a Nonrecoverable Monthly Advance. The determination by
the
Seller that it has made a
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Nonrecoverable Monthly Advance or that any proposed Monthly
Advance, if
made, would constitute a Nonrecoverable Monthly Advance, shall be
evidenced
by
an Officers' Certificate delivered to the Purchaser and Master
Servicer."
(k) The Assignor, Assignee and Company hereby amend Section 11.24
of
the Servicing Addendum to the Agreement, by deleting such section
in its
entirety and replacing it with the following:
Section 11.24 Servicer Compliance Statement. On or before March 1
of
each
calendar year, commencing in 2007, the Seller shall deliver to
the
Purchaser, any Master Servicer and any Depositor a statement of
compliance
addressed to the Purchaser, such Master Servicer and such Depositor
and
signed by an authorized officer of the Seller, to the effect that
(i) a
review of the Seller's activities during the immediately preceding
calendar
year
(or applicable portion thereof) and of its performance under
this
Agreement and any applicable Reconstitution Agreement during such
period
has
been made under such officer's supervision, and (ii) to the best
of
such
officers' knowledge, based on such review, the Seller has
fulfilled
all
of its obligations under this Agreement and any applicable
Reconstitution Agreement in all material respects throughout such
calendar
year
(or applicable portion thereof) or, if there has been a failure
to
fulfill any such obligation in any material respect,
specifically
identifying each such failure known to such officer and the nature
and the
status thereof.
(l) The Assignor, Assignee and Company hereby amend Section 11.25
of
the Servicing Addendum to the Agreement, by deleting such section
in its
entirety and replacing it with the following:
"Section 11.25 [Reserved]."
(m) The Assignor, Assignee and Company hereby amend the
Servicing
Addendum to the Agreement by adding the following paragraphs
immediately after
Section 11.31 of such Servicing Addendum to the Agreement:
"Section 11.32. Report on Assessment of Compliance and
Attestation.
(a) On or before March 1 of each calendar year, commencing in
2007,
the
Seller shall:
(i) deliver to the Purchaser, any Master Servicer and any
Depositor a report (in form and substance reasonably satisfactory
to
the Purchaser, such Master Servicer and such Depositor) regarding
the
Seller's assessment of compliance with the Servicing Criteria
during
the immediately preceding calendar year, as required under
Rules
13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB.
Such report shall be addressed to the Purchaser, such Master
Servicer
and such Depositor and signed by an authorized officer of the
Seller,
and shall address each of the "Applicable Servicing Criteria"
specified on Attachment 7 to the Assignment, Assumption and
Recognition Agreement, dated as of September 1, 2006 among
Merrill
Lynch Mortgage Lending, Inc., Merrill Lynch Mortgage Investors,
Inc.,
and the Seller;
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<PAGE>
(ii) deliver to the Purchaser, any Master Servicer and any
Depositor a report of a registered public accounting firm
reasonably
acceptable to the Purchaser, such Master Servicer and such
Depositor
that attests to, and reports on, the assessment of compliance made
by
the Seller and delivered pursuant to the preceding paragraph.
Such
attestation shall be in accordance with Rules 1-02(a)(3) and
2-02(g)
of Regulation S-X under the Securities Act and the Exchange
Act;
(iii) cause each Subservicer, and each Subcontractor determined
by the Seller pursuant to Section 11.33(b) to be "participating in
the
servicing function" within the meaning of Item 1122 of Regulation
AB
and deliver to the Purchaser, any Master Servicer and any Depositor
an
assessment of compliance and accountants' attestation as and
when
provided in paragraphs (a) and (b) of this Section; and
(iv) deliver, and cause each Subservicer and Subcontractor
described in clause (iii) to provide, to the Purchaser, any
Depositor,
any Master Servicer and any other Person that will be responsible
for
signing the certification (a "Sarbanes Certification") required
by
Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant
to
Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an
asset-backed issuer with respect to a Securitization Transaction
a
certification, signed by the appropriate officer of the Seller, in
the
form attached as Attachment 6 to the Assignment, Assumption and
Recognition Agreement, dated as of September 1, 2006 among
Merrill
Lynch Mortgage Lending, Inc., Merrill Lynch Mortgage Investors,
Inc.,
and the Seller.
The
Seller acknowledges that the parties identified in clause (a)(iv)
above
may
rely on the certification provided by the Seller pursuant to
such
clause in signing a Sarbanes Certification and filing such with
the
Commission.
(b) Each assessment of compliance provided by a Subservicer
pursuant
to
Section 11.32(a)(i) shall address each of the Servicing
Criteria
specified on a certification, substantially in the form of
Attachment 7 to
the
Assignment, Assumption and Recognition Agreement, dated as of
September
1,
2006 among Merrill Lynch Mortgage Lending, Inc., Merrill Lynch
Mortgage
Investors, Inc., and the Seller, delivered to the Purchaser
concurrently
with
the execution of this Agreement or, in the case of a
Subservicer
subsequently appointed as such, on or prior to the date of such
appointment. An assessment of compliance provided by a
Subcontractor
pursuant to Section 11.32(a)(iii) need not address any elements of
the
Servicing Criteria other than those specified by the Seller
pursuant to
Section 11.33.
Section 11.33. Use of Subservicers and Subcontractors.
The Seller shall not hire or otherwise utilize the services of
any
Subservicer to fulfill any of the obligations of the Seller as
servicer
under this Agreement or any Reconstitution Agreement unless the
Seller
complies with the provisions of paragraph (a) of this Section. The
Seller
shall not hire or otherwise utilize the services of any
12
<PAGE>
Subcontractor, and shall not permit any Subservicer to hire or
otherwise
utilize the services of any Subcontractor, to fulfill any of
the
obligations of the Seller as servicer under this Agreement or
any
Reconstitution Agreement unless the Seller complies with the
provisions of
paragraph (b) of this Section.
(a) It shall not be necessary for the Seller to seek the consent
of
the
Purchaser, any Master Servicer or any Depositor to the utilization
of
any
Subservicer. The Seller shall cause any Subservicer used by the
Seller
(or
by any Subservicer) for the benefit of the Purchaser and any
Depositor
to
comply with the provisions of this Section, Section 11.24 and 11.32
and
Subsections 12.03, 12.04(c), (e), (f) and (g), and 12.05 of the
Agreement
to
the same extent as if such Subservicer were the Seller, and to
provide
the
information required with respect to such Subservicer under
Subsection
12.04(d) of this Agreement. The Seller shall be responsible for
obtaining
from
each Subservicer and delivering to the Purchaser and any Depositor
any
servicer compliance statement required to be delivered by such
Subservicer
under Section 11.24, any assessment of compliance and attestation
required
to
be delivered by such Subservicer under Section 11.32 and any
certification required to be delivered to the Person that will
be
responsible for signing the Sarbanes Certification under Section
11.32 as
and
when required to be delivered.
(b) It shall not be necessary for the Seller to seek the consent
of
the
Purchaser, any Master Servicer or any Depositor to the utilization
of
any
Subcontractor. The Seller shall promptly upon request provide to
the
Purchaser, any Master Servicer and any Depositor (or any designee
of the
Depositor, such as an administrator) a written description (in form
and
substance satisfactory to the Purchaser, such Depositor and such
Master
Servicer) of the role and function of each Subcontractor utilized
by the
Seller or any Subservicer, specifying (i) the identity of each
such
Subcontractor, (ii) which (if any) of such Subcontractors are
"participating in the servicing function" within the meaning of
Item 1122
of
Regulation AB, and (iii) which elements of the Servicing Criteria
will
be
addressed in assessments of compliance provided by each
Subcontractor
identified pursuant to clause (ii) of this paragraph.
As a condition to the utilization of any Subcontractor determined
to
be "participating in
the servicing function" within the meaning of Item
1122
of Regulation AB, the Seller shall cause any such Subcontractor
used
by
the Seller (or by any Subservicer) for the benefit of the Purchaser
and
any
Depositor to comply with the provisions of Section 11.32 and
Subsection
12.05 of the Agreement to the same extent as if such Subcontractor
were the
Seller. The Seller shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor
any
assessment of compliance and attestation and the other
certifications
required to be delivered by such Subservicer and such Subcontractor
under
Section 11.32, in each case as and when required to be
delivered."
(n) The Assignor, Assignee and Company hereby amend the first
paragraph of Section 12 of the Agreement by adding the section
reference
"Subsection 12.01" at the beginning thereof.
13
<PAGE>
(o) The Assignor, Assignee and Company hereby amend Section 12 of
the
Agreement by adding to the following paragraphs at the end of such
Section 12:
"Subsection 12.02. Intent of the Parties; Reasonableness.
The
Purchaser and the Seller acknowledge and agree that the purpose
of
Subsections 12.02 through 12.06 of this Agreement or Sections
11.24, 11.32
or
11.33 of the Servicing Addendum to this Agreement is to
facilitate
compliance by the Purchaser and any Depositor with the provisions
of
Regulation AB and related rules and regulations of the Commission.
Neither
the
Purchaser nor any Depositor shall exercise its right to request
delivery of information or other performance under these provisions
other
than
in good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act and the rules and regulations of
the
Commission thereunder. The Seller acknowledges that interpretations
of the
requirements of Regulation
AB may change over time, whether due to
interpretive guidance provided by the Commission or its staff,
consensus
among participants in the asset-backed securities markets, advice
of
counsel, or otherwise, and agrees to comply with requests made by
the
Purchaser, any Master Servicer or any Depositor in good faith for
delivery
of
information under these provisions on the basis of evolving
interpretations of Regulation AB. In connection with any
Securitization
Transaction, the Seller shall cooperate fully with the Purchaser
and any
Master Servicer to deliver to the Purchaser (including any of its
assignees
or
designees), any Master Servicer and any Depositor, any and all
statements, reports, certifications, records and any other
information
necessary in the good faith determination of the Purchaser, the
Master
Servicer or any Depositor to permit the Purchaser, such Master
Servicer or
such
Depositor to comply with the provisions of Regulation AB,
together
with
such disclosures relating to the Seller, any Subservicer, any
Third-Party Originator and the Mortgage Loans, or the servicing of
the
Mortgage Loans, reasonably believed by the Purchaser or any
Depositor to be
necessary in order to effect such compliance.
Subsection 12.03. Additional Representations and Warranties of
the
Seller.
(a) The Seller hereby represents to the Purchaser, to any
Master
Servicer and to any Depositor, as of the date on which information
is first
provided to the Purchaser, any Master Servicer or any Depositor
under
Subsection 12.04 that, except as disclosed in writing to the
Purchaser,
such
Master Servicer or such Depositor prior to such date: (i) the
Seller
is
not aware and has not received notice that any default, early
amortization or other performance triggering event has occurred as
to any
other securitization due to any act or failure to act of the
Seller; (ii)
the Seller 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; (iii) no material
noncompliance
with
the applicable servicing criteria with respect to other
securitizations of residential mortgage loans involving the Seller
as
servicer has been disclosed or reported by the Seller; (iv) no
material
changes to the Seller's policies or procedures with respect to
the
servicing function it will perform under this Agreement and any
Reconstitution Agreement for mortgage loans of a type similar to
the
Mortgage Loans have occurred during the three-year period
immediately
preceding the related Securitization Transaction; (v) there are no
aspects
of
the Seller's financial condition that could have a material
adverse
effect on the
14
<PAGE>
performance by the Seller of its servicing obligations under this
Agreement
or
any Reconstitution Agreement; (vi) there are no material legal
or
governmental proceedings pending (or known to be contemplated)
against the
Seller, any Subservicer or any Third-Party Originator; and (vii)
there are
no
affiliations, relationships or transactions relating to the Seller,
any
Subservicer or any Third-Party Originator with respect to any
Securitization Transaction and any party thereto identified by the
related
Depositor of a type described in Item 1119 of Regulation AB.
(b) If so requested by the Purchaser, any Master Servicer or
any
Depositor on any date following the date on which information is
first
provided to the Purchaser, any Master Servicer or any Depositor
under
Subsection 12.04, the Seller shall, within five Business Days
following
such
request, confirm in writing the accuracy of the representations
and
warranties set forth in paragraph (a) of this Section or, if any
such
representation and warranty is not accurate as of the date of such
request,
provide reasonably adequate disclosure of the pertinent facts, in
writing,
to
the requesting party.
Subsection 12.04. Information to Be Provided by the Seller.
In connection with any Securitization Transaction the Seller shall
(i)
within five Business Days following request by the Purchaser or
any
Depositor, provide to the Purchaser and such Depositor (or, as
applicable,
cause each Third-Party Originator and each Subservicer to provide),
in
writing and in form and substance reasonably satisfactory to the
Purchaser
and
such Depositor, the information and materials specified in
paragraphs
(a),
(b), (c), (f) and (g) of this Section, and (ii) as promptly as
practicable following notice to or discovery by the Seller, provide
to the
Purchaser and any Depositor (in writing and in form and
substance
reasonably satisfac
