ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

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                                                                    EXHIBIT 99.3

                                                                  EXECUTION COPY

                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

            This is an Assignment, Assumption and Recognition Agreement (this
"FRB AAR Agreement") made as of April 1, 2006, by and among Merrill Lynch
Mortgage Lending, Inc., having an address at 4 World Financial Center, New York,
New York 10080, as assignor (the "Assignor"), Merrill Lynch Mortgage Investors,
Inc., having an address at 4 World Financial Center, 10th Floor, New York, New
York 10080, as assignee (the "Assignee"), and First Republic Bank, having an
address at One Eleven Pine Street, San Francisco, California 94111, as servicer
(the "Servicer"), and acknowledged and agreed to by Wells Fargo Bank, N.A., as
master servicer (the "Master Servicer").

            WHEREAS, Merrill Lynch Bank, USA ("MLBUSA") acquired the mortgage
loans set forth on Attachment 1 annexed hereto (the "Assigned Loans") from the
Servicer, and the Servicer agreed to service the Mortgage Loans, pursuant to
that certain Mortgage Loan Purchase and Servicing Agreement, dated as of
December 1, 2005, by and between MLBUSA and the Servicer (the "Purchase and
Servicing Agreement");

            WHEREAS, MLBUSA assigned all of its right, title, interest and
obligations in, to and under the Purchase and Servicing Agreement to Assignor
pursuant to the Assignment, Assumption and Recognition Agreement, dated April 1,
2006, by and among MLBUSA, the Servicer and the Assignor (the "MLBUSA AAR
Agreement") (except for obligations that arise prior to the date hereof which
were retained by MLBUSA);

            WHEREAS, the Servicer is currently servicing the Assigned Loans for
the benefit of the Assignor in accordance with the terms and conditions of the
Purchase and Servicing Agreement;

            In consideration of the mutual promises contained herein the parties
hereto agree that the Assigned Loans shall be subject to the terms of this FRB
AAR Agreement. Capitalized terms used herein but not defined shall have the
meanings ascribed to them in the Purchase and Servicing Agreement.

Assignment and Assumption

      1. Assignor hereby grants, transfers and assigns to Assignee all of the
right, title, interest and obligations of Assignor in the Assigned Loans and, as
they relate to the Assigned Loans, all of its right, title, interest and
obligations in, to and under the MLBUSA AAR Agreement (except for those
obligations that are retained by the Assignor as set forth in the MLBUSA AAR
Agreement). Assignor specifically reserves and does not assign to Assignee any
right, title and interest in, to or under any Mortgage Loans subject to the
MLBUSA AAR Agreement and the Purchase and Servicing Agreement other than those
set forth on Attachment 1.

Representations; Warranties and Covenants

      2. Assignor warrants and represents to Assignee and Servicer as of the
date hereof:

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            a. Attached hereto as Attachment 2 are true and accurate copies of
the MLBUSA AAR Agreement and the Purchase and Servicing Agreement, which
agreements are 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 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 MLBUSA AAR Agreement as they relate 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 MLBUSA AAR Agreement as
they relate 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 Servicer with respect to
the Assigned Loans or the MLBUSA AAR Agreement or the Purchase and Servicing
Agreement;

            d. Assignor has not waived or agreed to any waiver under, or agreed
to any amendment or other modifications of, the MLBUSA AAR Agreement or the
Purchase and Servicing Agreement. 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 MLBUSA AAR Agreement or the
Purchase and Servicing Agreement;

            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 FRB AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this FRB 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 FRB 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 FRB AAR
Agreement has been duly executed and delivered by Assignor and, upon the due
authorization, execution and delivery by Assignee and Servicer, 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;

            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

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Assignor in connection with the execution, delivery or performance by Assignor
of this FRB 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 "1993 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 Servicer, and has delivered to the
Custodian, on behalf of the Assignee, all documents required to be delivered to
Assignor by Servicer prior to the date hereof pursuant to Section 6.03 of the
Purchase and Servicing Agreement with respect to the Assigned Loans.

      3. Assignee warrants and represents to, and covenants with, Assignor and
Servicer 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 FRB AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this FRB 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 FRB 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 FRB AAR
Agreement has been duly executed and delivered by Assignee and, upon the due
authorization, execution and delivery by Assignor and Servicer, 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 FRB AAR Agreement, or the consummation by it of
the transactions contemplated hereby;

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            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 FRB AAR
Agreement, or the Assignee's ability to perform its obligations under this FRB
AAR Agreement;

            e. The Assignee agrees to be bound, as purchaser, by all of the
terms, covenants, and conditions of the Purchase Agreement, including but not
limited to Section 15 (Termination) and Section 28 (Nonsolicitation) with
respect to the Assigned Loans, and from and after the date hereof, the Assignee
assumes, for the benefit of each of the Servicer and the Assignor, all of the
Assignor's obligations, as purchaser, thereunder, with respect to the Assigned
Loans.

            f. 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; and

            g. 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.

      4. The Servicer hereby restates, as of the date hereof, the
representations and warranties contained in Section 7.01 (except with respect to
Section 7.01(xiii), (xv), and (xvi)) and Section 7.02 (modified to the extent
necessary to accurately reflect the pool characteristics of the Mortgage Loans
as of the date hereof and any events or circumstances existing subsequent to the
related Closing Date) of the Purchase and Servicing Agreement, to and for the
benefit of the Assignee, and by this reference incorporates such representations
and warranties herein, as of the date hereof.

Recognition of Assignee

      5. (a) From and after the date hereof, the Servicer shall recognize the
Assignee as the owner of the Assigned Loans, and the Servicer will service the
Assigned Loans in accordance with the servicing provisions contained in the
Purchase and Servicing Agreement, as modified by this FRB AAR Agreement, for the
benefit of the Assignee, and shall look solely to the Assignee for performance
of the obligations of Purchaser under the Purchase and Servicing Agreement with
respect to the Assigned Loans. The Assignee hereby acknowledges and agrees that
it shall uphold, or shall require its agents to uphold, the obligations of the
Purchaser contained in the Purchase and Servicing Agreement.

         (b) The Servicer 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 April 1, 2006, by and among the Assignee, the Master Servicer, the
Securities Administrator, HSBC Bank USA,

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National Association, as trustee (the "Trustee"), and PHH Mortgage Corporation,
as a servicer (the "Pooling and Servicing Agreement").

            The Servicer shall provide monthly reports to the Master Servicer as
required under the Purchase and Servicing Agreement, which reports shall contain
the data specified in the forms attached as Attachment 3 hereto as is mutually
agreed by the Master Servicer and the Servicer and may be in such format as is
mutually agreed by the Master Servicer and the Servicer.

            The Servicer shall deliver, with respect to the Assigned Loans, all
reports required to be delivered under the Purchase and Servicing Agreement to:

            Wells Fargo Bank, N.A.
            9062 Old Annapolis Road
            Columbia, Maryland 21045
            Attention: Merrill Lynch Mortgage Investors Trust, Series MLCC
            2006-2

            (c) The Servicer hereby acknowledges that the Master Servicer has
the right to enforce all obligations of the Servicer under the Purchase and
Servicing Agreement, with respect to the Assigned Loans, acting on behalf of the
Assignee, as owner of the Assigned Loans. Such rights will include, without
limitation, the right to terminate the Servicer, with respect to the Assigned
Loans, under the Purchase and Servicing Agreement upon the occurrence of an
event of default thereunder, the right to receive all remittances required to be
made by the Servicer, with respect to the Assigned Loans, under the Purchase and
Servicing Agreement, the right to receive all monthly reports and other data
required to be delivered by the Servicer, with respect to the Assigned Loans,
under the Purchase and Servicing Agreement, the right to examine the books and
records of the Servicer, with respect to the Assigned Loans, and the right to
exercise certain rights of consent and approval of the "Purchaser," with respect
to the Assigned Loans, under the Purchase and Servicing Agreement.
Notwithstanding the foregoing, it is understood that the Servicer 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 the Servicer, with respect to the Assigned Loans, 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 "Purchaser,"
with respect to the Assigned Loans, under the Purchase and Servicing Agreement
and this FRB AAR Agreement only to the extent that the Master Servicer has any
obligations of the "Purchaser". In addition, the Assignee shall indemnify the
Servicer, with respect to the Assigned Loans, 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 the Servicer may sustain in any way related to (a) actions or
inactions of the Servicer, with respect to the Assigned Loans, 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 "Purchaser," with respect to the
Assigned Loans, under the Purchase and Servicing Agreement and this FRB AAR
Agreement. The Servicer shall, with respect to the Assigned Loans, make all
distributions

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under the Purchase and 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:  MLCC 2006-2
            Distribution Account Number: 50913100

            (d) For purposes of Section 11.13 and Section 11.29 of the Purchase
and Servicing Agreement, the Servicer is hereby notified, and the Servicer
hereby acknowledges receipt of such notification, that a REMIC election has been
made with respect to the Assigned Loans.

Modification of the Purchase and Servicing Agreement

      6. The Assignee and the Servicer hereby amend the definition of "Company
Information" in Section 1 of the Purchase and Servicing Agreement be deleting
the word "Company" and replacing it with the word "Seller".

      7. The Assignee and the Servicer hereby amend Section 1 of the Purchase
and Servicing Agreement, as it pertains to the Assigned Loans, by:

            (a) deleting the definition of "Business Day" in its entirety and
replacing it with the following:

            "Business Day: Any day other than (i) a Saturday or Sunday, or (ii)
a day on which the Federal Reserve is closed, or (iii) a day on which banking
institutions in the jurisdiction in which the Master Servicer or the Servicer
are authorized or obligated by law or executive order to be closed."

            (b) deleting the definition of "Master Servicer" in its entirety and
replacing it with the following:

            "Master Servicer: Wells Fargo Bank, N.A., or its successors in
interest."

            and

            (c) adding the following definitions in alphabetical order:

            "Assignment and Assumption Agreement: The assignment and assumption
agreement, , dated as of April 1, 2006, among Merrill Lynch Mortgage Lending,
Inc., Merrill Lynch Mortgage Investors, Inc., and First Republic Bank, as the
servicer."

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            "Exchange Act: The Securities Exchange Act of 1934, as amended."

            "Subservicer: Any Person that services Mortgage Loans on behalf of
the Servicer, and is responsible for the performance (whether directly or
through sub-servicers or Subcontractors) of a substantial portion of material
servicing functions required to be performed by the Servicer under this
Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB."

            "Trustee: The party named as trustee in any agreement pursuant to a
Securitization Transaction."

      8. The Assignee and the Servicer hereby amend Exhibit 7 of the Purchase
and Servicing Agreement by replacing the phrase "First Republic Bank in trust
for the Purchaser and various Mortgagors, Fixed and Adjustable Rate Mortgage
Loans" with "First Republic Bank in trust for Wells Fargo Bank, N.A., as master
servicer on behalf of the Merrill Lynch Mortgage Investors Trust, Series MLCC
2006-2."

      9. The Assignee and the Servicer hereby amend Exhibit 8 of the Purchase
and Servicing Agreement by replacing the phrase "First Republic Bank in trust
for the Purchaser and various Mortgagors, Fixed and Adjustable Rate Mortgage
Loans" with "First Republic Bank in trust for Wells Fargo Bank, N.A., as master
servicer on behalf of the Merrill Lynch Mortgage Investors Trust, Series MLCC
2006-2."

      10. The Assignee and the Servicer hereby amend Section 11.13 of the
Servicing Addendum to the Purchase and Servicing Agreement, attached to the
Purchase and Servicing Agreement as Exhibit 9 (the "Servicing Addendum"), by
deleting the reference in the last sentence of the second paragraph to "two
years" and replacing it with "three years."

      11. The Assignee and the Servicer hereby amend Section 11.15 of the
Servicing Addendum by deleting the last sentence thereof and adding the
following sentence at the end thereof:

      "In addition, no later than the tenth (10th) calendar day of each month
      (or if such tenth day is not a Business Day, the Business Day immediately
      preceding such tenth day), the Servicer shall furnish to the Purchaser and
      the Master Servicer a report containing the data set forth in Attachment
      3-A, Attachment 3-B and Attachment 3-C to the Assignment, Assumption and
      Recognition Agreement, with respect to monthly remittance advice,
      defaulted Mortgage Loans and Realized Loss Calculations, respectively, in
      such format as is mutually agreed by the Master Servicer and the
      Servicer."

      12. The Assignee and the Servicer hereby amend Section 11.18 of the
Servicing Addendum 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 Servicer shall submit to the Purchaser and the Master
      Servicer a liquidation report in the format mutually agreed upon by the
      Servicer and the Master Servicer, with respect to such Mortgaged Property

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      and all supporting documentation which is readily available and reasonably
      requested by the Master Servicer."

      13. The Assignee and the Servicer hereby amend Sections 11.24 and 11.25 of
the Servicing Addendum by deleting each such section in its entirety and
replacing each such section with "[Reserved]."

      14. The Assignee and the Servicer hereby amend Section 11.29 of the
Servicing Addendum by deleting such section in its entirety and replacing it
with the following:

            "Notwithstanding anything in this Agreement to the contrary, the
      Servicer (a) shall not permit any modification with respect to any
      Mortgage Loan that would change the Mortgage Interest Rate and (b) shall
      not (unless the Mortgagor is in default with respect to the Mortgage Loan
      or such default is, in the judgment of the Servicer, reasonably
      foreseeable) make or permit any modification, waiver or amendment of any
      term of any Mortgage Loan that would cause any trust fund created pursuant
      to a Securitization Transaction to fail to qualify as a REMIC under the
      Code or the imposition of any tax on "prohibited transactions" or
      "contributions" after the startup date under the REMIC Provisions unless
      the Servicer has received an Opinion of Counsel (at the expense of the
      party seeking to take such action) to the effect that the contemplated
      action will not endanger such REMIC status or result in the imposition of
      any such tax.

      15. The Assignee and the Servicer hereby amend Section 12A.03 of the
Purchase and Servicing Agreement by replacing the phrase "(a), (b), (c) and (g)"
with the phrase "(a), (b), (c), (f) and (g)" in the first paragraph.

      16. The Assignee and the Servicer hereby amend Section 12A.03(e) of the
Purchase and Servicing Agreement by adding the phrase ", any Master Servicer"
between the words "Purchaser" and "and any Depositor" in clause (ii).

      17. The Assignee and the Servicer hereby amend Section 12A.03(g) of the
Purchase and Servicing Agreement by adding the phrase ", copies or other
evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy,"
between the phrases "certification or statement," and "financial information and
reports."

      18. The Assignee and the Servicer hereby amend Section 12A.04 of the
Purchase and Servicing Agreement by adding the phrase "in a form substantially
similar to that which is attached to the Assignment and Assumption Agreement as
Attachment 4," directly prior to the phrase "to the effect that (i)."

      19. The Assignee and the Servicer hereby amend Section 12A.05(a)(i) of the
Purchase and Servicing Agreement by adding the phrase "(a form of which is
attached to the Assignment and Assumption Agreement as Attachment 5)" directly
after the phrase "Such report" in the last sentence.

      20. The Assignee and the Servicer hereby amend Section 12A.05(a)(ii) of
the Purchase and Servicing Agreement by adding the following phrase to the end
of the first sentence:

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            ", to the effect that (i) it has obtained a representation regarding
      certain matters from the management of such party, which includes an
      assertion that such party has complied with the applicable Servicing
      Criteria, and (ii) on the basis of an examination conducted by such firm
      in accordance with standards for attestation engagements issued or adopted
      by the Public Company Accounting Oversight Board, it is expressing an
      opinion as to whether such party's compliance with the applicable
      Servicing Criteria was fairly stated in all material respects, or it
      cannot express an overall opinion regarding such party's assessment of
      compliance with the applicable Servicing Criteria. In the event that an
      overall opinion cannot be expressed, such registered public accounting
      firm shall state in such report why it was unable to express such an
      opinion. Such report must be available for general use and not contain
      restricted use language."

      21. The Assignee and the Servicer hereby amend Section 12A.05(a)(iv) of
the Purchase and Servicing Agreement by:

            (a) deleting the phrase "If requested by the Purchaser or any
Depositor not later than February 1 of the calendar year in which such
certification is to be delivered, deliver" and replacing it with the phrase
"deliver, and cause each Subservicer and Subcontractor described in clause (iii)
to deliver,"

            and

            (b) adding the phrase ", any Master Servicer" between the words
"Depositor" and "and any other Person."

      22. The Assignee and the Servicer hereby amend Section 12A.06(b) of the
Purchase and Servicing Agreement by:

            (a) adding the phrase "and the other certifications" between the
words "attestation" and "required" in the last sentence of the last paragraph.

            and

            (b) adding the phrase "and such Subservicer" between the phrases "by
such Subcontractor" and "under Section 12A.05."

      23. The Assignee and the Servicer hereby amend Section 12A.07(b)(ii) in
the Purchase and Servicing Agreement by deleting the first paragraph in its
entirety and replacing it with the following: