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EXHIBIT 99.12
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This
is an Assignment, Assumption and Recognition Agreement (the
"Agreement") made this 1st day of September, 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 CitiMortgage, Inc., having an address at
750
Washington Blvd., Stamford, Connecticut 06901 ("CitiMortgage").
In
consideration of the mutual promises contained herein the parties
hereto
agree that the mortgage loans (the "Mortgage Loans") listed on
Attachment 1
annexed hereto (the "Mortgage Loan Schedule") now serviced by
CitiMortgage for
Assignor and its successors and assigns pursuant to the Mortgage
Servicing
Purchase and Sale Agreement dated as of September 1, 2006, between
Assignor and
CitiMortgage (the "Servicing Agreement") shall be subject to the
terms of this
Agreement. Capitalized terms used herein but not defined shall have
the meanings
ascribed to them in the Servicing Agreement.
ASSIGNMENT AND ASSUMPTION
1.
Assignor hereby grants, transfers and assigns to Assignee all of
the
right, title and interest of Assignor in the Mortgage Loans and, to
the extent
of the Mortgage Loans, all of its right, title and interest in, to
and under the
Servicing Agreement.
MODIFICATIONS OF CERTAIN PROVISIONS OF THE SERVICING AGREEMENT
2.
For purposes of servicing the Mortgage Loans hereunder, the
parties
hereto agree that the provisions of the Servicing Agreement shall
be modified in
the manner set forth on Exhibit A hereto.
WARRANTIES
3.
Assignor warrants and represents to, and covenants with, the
Assignee as
of the date hereof that:
(a)
Attached hereto as Attachment 2 is a true and accurate copy of
the
Servicing Agreement which agreement is in full force and effect as
of the date
hereof and the provisions of which have not been waived, amended or
modified in
any respect, nor has any notice of termination been given
thereunder;
(b)
Assignor is 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 Servicing Agreement to the extent of the
Mortgage Loans
free and clear from any and all claims and encumbrances whatsoever
and upon the
transfer of the Mortgage Loans to Assignee as contemplated herein,
Assignee
shall have good title to each and every Mortgage Loan, as well
as
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any and all of Assignee's interests, rights and obligations under
the Servicing
Agreement to the extent of the Mortgage Loans, free and clear of
all liens,
claims and encumbrances;
(c)
There are no offsets, counterclaims or other defenses available
to
Assignor with respect to the Mortgage Loans or the Servicing
Agreement;
(d)
Assignor has no knowledge of, and has not received notice of,
any
waivers under, or any modification of, the Mortgage Loans;
(e)
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)
Assignor has full corporate power and authority to execute, deliver
and
perform its obligations under this Agreement, and to consummate the
transactions
set forth herein. The consummation of the transactions contemplated
by this
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 Agreement and the consummation
by it of the
transactions contemplated hereby, have been duly authorized by all
necessary
corporate action on part of Assignor. This Agreement has been duly
executed and
delivered by Assignor and, upon the due authorization, execution
and delivery by
Assignee and CitiMortgage, will constitute the valid and legally
binding
obligation of Assignor enforceable against Assignor in accordance
with its terms
except as enforceability may be limited by bankruptcy,
reorganization,
insolvency, moratorium or other similar laws now or hereafter in
effect relating
to creditors' rights generally, and by general principles of equity
regardless
of whether enforceability is considered in a proceeding in equity
or at law; 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 Assignor in connection with the execution, delivery or
performance by
Assignor of this Agreement, or the consummation by it of the
transactions
contemplated hereby.
4.
Assignee warrants and represents to, and covenants with, Assignor
and
CitiMortgage that as of the date hereof:
(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)
Assignee has full corporate power and authority to execute, deliver
and
perform its obligations under this Agreement, and to consummate the
transactions
set forth herein. The consummation of the transactions contemplated
by this
Agreement is in the ordinary course of
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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 Agreement
and the consummation by it of the transactions contemplated hereby,
have been
duly authorized by all necessary corporate action on part of
Assignee. This
Agreement has been duly executed and delivered by Assignee and,
upon the due
authorization, execution and delivery by Assignor and CitiMortgage,
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 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 Agreement, or the consummation by it of the
transactions
contemplated hereby; and
(d)
Assignee agrees to be bound, as "Seller" (as such term is defined
under
the Servicing Agreement), by all of the terms, covenants and
conditions of the
Servicing Agreement and the Mortgage Loans, and from and after the
date hereof,
the Assignee assumes for the benefit of each of Assignor and
CitiMortgage all of
Assignor's obligations as Seller thereunder.
5.
CitiMortgage warrants and represents to, and covenants with,
Assignor
and Assignee that as of the date hereof:
(a)
CitiMortgage is a corporation duly organized, validly existing and
in
good standing under the laws of the jurisdiction of its
incorporation;
(b)
CitiMortgage has full corporate power and authority to execute,
deliver
and perform its obligations under this Agreement, and to consummate
the
transactions set forth herein. The consummation of the transactions
contemplated
by this Agreement is in the ordinary course of CitiMortgage's
business and will
not conflict with, or result in a breach of, any of the terms,
conditions or
provisions of CitiMortgage's charter or by-laws or any legal
restriction, or any
material agreement or instrument to which CitiMortgage 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 CitiMortgage or its property is
subject. The
execution, delivery and performance by CitiMortgage of this
Agreement and the
consummation by it of the transactions contemplated hereby, have
been duly
authorized by all necessary corporate action on part of
CitiMortgage. This
Agreement has been duly executed and delivered by CitiMortgage and,
upon the due
authorization, execution and delivery by Assignor and Assignee,
will constitute
the valid and legally binding obligation of CitiMortgage
enforceable against
CitiMortgage 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,
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and by general principles of equity regardless of whether
enforceability is
considered in a proceeding in equity or at law; and
(c)
No consent, approval, order or authorization of, or declaration,
filing
or registration with, any governmental entity is required to be
obtained or made
by CitiMortgage in connection with the execution, delivery or
performance by
CitiMortgage of this Agreement, or the consummation by it of the
transactions
contemplated hereby.
RECOGNITION OF ASSIGNEE
6.
From and after the date hereof, CitiMortgage shall recognize
Assignee as
owner of the Mortgage Loans and will service the Mortgage Loans in
accordance
with the Servicing Agreement, as if Assignee and CitiMortgage had
entered into a
separate servicing agreement for the servicing of the Mortgage
Loans in the form
of the Servicing Agreement, the terms of which are incorporated
herein by
reference. It is the intention of Assignor, CitiMortgage and
Assignee that the
Agreement will constitute a separate and distinct servicing
agreement, and the
entire agreement, between CitiMortgage and Assignee 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.
7.
The Mortgage Loans shall be serviced by CitiMortgage for Assignee
in
accordance with all applicable state, federal and local laws as
well as in
conformity with the provisions of the applicable Mortgages and
Mortgage Notes,
and pursuant to the terms and conditions of this Agreement.
8.
CitiMortgage acknowledges that Wells Fargo Bank, N.A. (the
"Master
Servicer" and "Securities Administrator") has been appointed as the
master
servicer of the Assigned Loans pursuant to the Pooling and
Servicing Agreement,
dated as of September 1, 2006, by and among the Assignee, the
Master Servicer,
the Securities Administrator and HSBC Bank USA, National
Association (the
"Pooling and Servicing Agreement"). CitiMortgage shall deliver all
reports
required to be delivered under the Servicing Agreement to:
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia,
Maryland 21045
Attention: Merrill Lynch Mortgage Investors, Inc., Series
2006-AF1
9.
CitiMortgage hereby acknowledges that the Master Servicer has the
right
to enforce all obligations of CitiMortgage under the Servicing
Agreement acting
on behalf of the Assignee, as owner of the Assigned Loans. Such
rights will
include, without limitation, the right to terminate CitiMortgage,
as purchaser
under the Servicing Agreement upon the occurrence of an event of
default
thereunder, the right to receive all remittances required to be
made by
CitiMortgage under the Servicing Agreement, the right to receive
all monthly
reports and other data required to be delivered by CitiMortgage
under the
Servicing Agreement, the right to
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examine the books and records of CitiMortgage and the right to
exercise certain
rights of consent and approval of the "Seller" under the Servicing
Agreement.
Notwithstanding the foregoing, it is understood that CitiMortgage
shall not be
obligated to defend and indemnify and hold harmless the Master
Servicer, the
Assignee and the Assignor from and against any losses, damages,
penalties,
fines, forfeitures, judgments and any related costs including,
without
limitation, reasonable and necessary legal fees, resulting from (i)
actions or
inactions of CitiMortgage which were taken or omitted upon the
instruction or
direction of the Master Servicer or (ii) the failure of the Master
Servicer to
perform the obligations of the "Seller" under the Servicing
Agreement and this
Agreement only to the extent that the Master Servicer has any
obligations of the
"Seller". In addition, the Assignee shall indemnify CitiMortgage
and hold it
harmless against any and all claims, losses, damages, penalties,
fines,
forfeitures, reasonable and necessary legal fees and related costs,
judgments,
and any other costs, fees and expenses that CitiMortgage may
sustain in any way
related to (a) actions or inactions of CitiMortgage which were
taken or omitted
upon the instruction or direction of the Trustee or Master
Servicer, as
applicable, or (b) the failure of the Trustee or the Master
Servicer, as
applicable, to perform the obligations of the "Seller" under the
Servicing
Agreement and this Agreement. CitiMortgage shall make all
distributions under
the Servicing Agreement to the Master Servicer by wire transfer of
immediately
available funds to:
Wells Fargo Bank, N.A.
ABA Number: #121-000-248
Account Name: Corporate Trust Clearing
Account number: 3970771416
For further credit to: MLMI 2006-AF1
Distribution Account Number: 50948000
10.
For purposes of both Section L and Section AA of Exhibit M of
the
Servicing Agreement, CitiMortgage is hereby notified, and
CitiMortgage hereby
acknowledges receipt of such notification, that a REMIC election
has been made
with respect to the Assigned Loans.
MISCELLANEOUS
11.
All demands, notices and communications related to the Mortgage
Loans,
the Servicing Agreement and this Agreement shall be in writing and
shall be
deemed to have been duly given if personally delivered at or mailed
by
registered mail, postage prepaid, as follows:
(a)
In the case of
CitiMortgage,
CitiMortgage, Inc.
1000 Technology Drive, MS 55,
O'Fallon, Missouri 63368
Attention: Capital Markets
with a copy to
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Investor Reporting Department, MS 314
(b)
In the case of
Assignee,
Merrill Lynch Mortgage Investors, Inc.
4 World Financial Center, 10th Floor
New York, New York 10281
Attention: MLMI 2006-AF1
(c)
In the case of
Assignor,
Merrill
Lynch Mortgage Lending, Inc.
4 World Financial Center, South Tower
New York, New York 10281
Attention: MLMI 2006-AF1
12.
This Agreement shall be construed in accordance with the laws of
the
State of New York, except to the extent preempted by Federal law,
and the
obligations, rights and remedies of the parties hereunder shall be
determined in
accordance with such laws.
13.
No term or provision of this 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.
14.
This Agreement shall inure to the benefit of the successors and
assigns
of the parties hereto. Any entity into which the Assignor, Assignee
or
CitiMortgage may be merged or consolidated shall, without the
requirement for
any further writing, be deemed the Assignor, Assignee or
CitiMortgage,
respectively, hereunder.
15.
This Agreement shall survive the conveyance of the Mortgage Loans,
the
assignment of the Servicing Agreement to the extent of the Mortgage
Loans by the
Assignor to the Assignee and the termination of the Servicing
Agreement.
16.
This Agreement shall termin
