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Exhibit 99.3
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "MLMH AAR")
is
dated as of March 1, 2007, by and among Merrill Lynch Mortgage
Holdings, Inc.,
250 Vesey Street, 4 World Financial Center, 10th Floor, New York,
New York 10080
(the "Assignor"), Merrill Lynch Mortgage Lending, Inc., having an
address at 250
Vesey Street, 4 World Financial Center, 10th Floor, New York, New
York 10080
(the "Assignee") and GreenPoint Mortgage Funding, Inc. (the
"Servicer").
WHEREAS, the Servicer, Terwin Advisors, LLC ("Terwin") and the
Assignor, as
Purchaser entered into that certain Master Mortgage Loan Purchase
and Servicing
Agreement, dated as of April 1, 2003 (the "Purchase and Servicing
Agreement");
and
WHEREAS, the Assignor wishes to assign to the Assignee all of its
right,
title and interest with respect to those certain mortgage loans set
out on
Exhibit A to the Assignment, Assumption and Recognition Agreement
(the
"GreenPoint AAR"), dated as of March 1, 2007, among the Assignee,
Merrill Lynch
Mortgage Investors, Inc. ("MLMI") and the Servicer (the "Mortgage
Loans") under
the Purchase and Servicing Agreement, with respect to the Mortgage
Loans, and
Assignee wishes to assume all of Assignor's right, title and
interest in and to
such Mortgage Loans as provided in the Purchase and Servicing
Agreement.
NOW,
THEREFORE, for good and 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.
Definitions. Defined terms used in this Assignment and not
otherwise
defined herein shall have the meaning set forth in the Purchase and
Servicing
Agreement.
2.
Assignment. The Assignor hereby assigns all of its right, title
and
interest with respect to the Mortgage Loans, under the Purchase and
Servicing
Agreement, to the Assignee.
3.
Assumption. The Assignee hereby accepts such assignment and assumes
all
of the rights, title and interest of the Assignor with respec
