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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
FOR
MASTER MORTGAGE LOAN PURCHASE AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as
of
December 22, 2003 (the "Assignment"), is entered into among
Merrill Lynch
Mortgage Investors, Inc. (the "Assignor"), Merrill Lynch Credit
Corporation, as
the seller (the "Seller"), and Wells Fargo Bank Minnesota,
National Association
(the "Assignee") as Trustee under a Trust Agreement dated as of
December 1, 2003
(the "Trust Agreement"), among the Assignor, as Depositor, and
the Assignee, as
Trustee.
RECITALS
WHEREAS, RWT Holdings, Inc. ("RWT Holdings") and the Seller
have
entered into a certain Master Mortgage Loan Purchase Agreement,
dated as of
April 1, 1998 (as amended or modified to the date hereof, the
"Master Purchase
Agreement"), and pursuant to the Purchase Price and Terms
Letter(s) and Warranty
Bill(s) of Sale issued under the Master Purchase Agreement and
listed in
Appendix A hereto (the "Purchase Price and Terms Letter(s)" and
"Bill(s) of
Sale," respectively) RWT Holdings has acquired from the Seller
certain Mortgage
Loans (the "Mortgage Loans"); and
WHEREAS, RWT Holdings has previously sold, assigned and
transferred all
of its right, title and interest in certain of the Mortgage
Loans (the
"Specified Mortgage Loans") which are listed on the mortgage
loan schedule
attached as Exhibit I hereto (the "Specified Mortgage Loan
Schedule") and
certain rights under the Master Purchase Agreement with respect
to the Specified
Mortgage Loans to Sequoia Residential Funding, Inc. ("Sequoia");
and
WHEREAS, Sequoia has previously sold, assigned and transferred
all of
its right, title and interest in the Specified Mortgage Loans
and certain rights
under the Master Purchase Agreement with respect to the
Specified Mortgage Loans
to Assignor; and
WHEREAS, the parties hereto have agreed that the Specified
Mortgage
Loans shall be subject to the terms of this Assignment.
NOW, THEREFORE, in consideration of the mutual promises
contained
herein and other good and valuable consideration (the receipt
and sufficiency of
which are hereby acknowledged), the parties agree as
follows:
1. Assignment and Assumption.
(a) Effective on and as of the date hereof, the Assignor
hereby pledges, assigns and transfers to the Assignee all of its
right, title
and interest in the Specified Mortgage Loans and all of its
rights (but none of
the Purchaser's representations, wa
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