ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This Assignment, Assumption and Recognition Agreement (the "Agreement") is
made and entered into on October 1, 2006, by 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
("Assignee") and ABN AMRO Mortgage Group, Inc., having an address at 2600 West
Big Beaver Road, Troy, Michigan 48084 ("Seller").
WHEREAS, the Assignor has acquired certain mortgage loans set forth on
Exhibit A (the "Mortgage Loans") from the Seller pursuant to that certain Master
Mortgage Loan Sale and Servicing Agreement (the "Sale Agreement"), dated as of
October 1, 2006;
For and in consideration of the mutual promises and agreements contained
herein, and other valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, and of the mutual covenants herein contained, the
parties hereto hereby agree as follows:
1. Capitalized Terms. Defined terms used in this Agreement and not
otherwise defined herein shall have the meaning set forth in the Sale Agreement.
2. Assignment and Assumption. Except as expressly provided for herein, 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) the Mortgage
Loans and (b) the Sale Agreement with respect to the Mortgage Loans.
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
Sale Agreement which are not the Mortgage Loans set forth on Exhibit A attached
hereto and are not the subject of this Agreement.
Except as is otherwise expressly provided herein, Assignor makes no
representations, warranties or covenants to Assignee and Assignee acknowledges
that Assignor has no obligations to Assignee under the terms of the Sale
Agreement, or otherwise relating to the transaction contemplated herein,
including but not limited to, any obligation to repurchase any of the Mortgage
Loans or to indemnify Assignee.
3. Recognition of Assignee by the Seller. From and after the date hereof,
the Seller shall recognize Assignee as the owner of the Mortgage Loans and the
"Purchaser" under the Sale Agreement with respect to such Mortgage Loans.
4. Servicing of the Mortgage Loans. From and after the date hereof, the
Seller shall service the Mortgage Loans for Assignee in accordance with the Sale
Agreement as modified with respect to the servicing of the Mortgage Loans in
accordance with the terms of this Agreement. The
address of Assignee set forth in Section 15 of the Sale Agreement shall be
amended to read as follows:
Merrill Lynch Mortgage Investors, Inc.
4 World Financial Center, 10th Floor
New York, New York 10281
Phone: (212) 449-0357
Fax: (212) 449-1000
Attention: MLMI 2006-AF2
The wire transfer instructions for distributions to Assignee on the
remittance dates shall be as follows:
Bank: Wells Fargo Bank, N.A.
ABA Routing Number: 121-000-248
Account Name: Corporate Trust Clearing
Account No.: 3970771416
For further credit to: MLMI 2006-AF2
Distribution Account Number: 50961200
5. Master Servicer; Securitization.
a. Seller 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,
dated as of October 1, 2006, by and among the Assignee, the Master Servicer, the
Securities Administrator and HSBC Bank USA, National Association (the "Pooling
and Servicing Agreement") and as such is a Purchaser's Agent with respect to the
Mortgage Loans. Seller shall deliver all reports required to be delivered under
the Sale Agreement to:
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Phone: (410) 884-2000