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Exhibit 99.6
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT is dated as of
March
1, 2007, by and among Merrill Lynch Bank, USA, 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 National
City
Mortgage Co., having an address at 3232 Newmark Drive, Miamisburg,
Ohio 45342
(the "Company").
WHEREAS, the Company and the Assignor, as Purchaser, entered into
that
certain Master Seller's Warranties and Servicing Agreement, dated
as of May 1,
2004 (as amended and in effect on the date hereof, the "Warranties
and Servicing
Agreement"); and
WHEREAS, the Assignor wishes to assign to the Assignee all of its
right,
title, interest and obligations with respect to those certain
mortgage loans set
out on Schedule A to the Pooling and Servicing Agreement, dated as
of March 1,
2007 (the "Pooling and Servicing Agreement"), among Merrill Lynch
Mortgage
Investors, Inc. ("MLMI"), Wells Fargo Bank, N.A. and HSBC Bank USA,
National
Association (the "Mortgage Loans") under the Warranties and
Servicing Agreement,
with respect to the Mortgage Loans (except for the obligations that
arise prior
to the date hereof, which shall be retained by Assignor), and
Assignee wishes to
assume all of Assignor's right, title, interest and obligations in
and to such
Mortgage Loans as provided in the Warranties and Servicing
Agreement and as set
forth herein.
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 Warranties
and Servicing
Agreement.
2.
Assignment. Assignor hereby assigns all of its right, title,
interest
and obligations with respect to the Mortgage Loans, under the
Warranties and
Servicing Agreement, to Assignee (except with respect to the
obligations that
arise prior to the date hereof which shall be retained by
Assignor).
3.
Assumption. Assignee hereby accepts such a
