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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
Sequoia Residential
Funding, Inc. (the "Assignor"), Merrill Lynch Mortgage
Investors, Inc. (the
"Assignee"), and Merrill Lynch Credit Corporation, as the seller
(the "Seller").
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 to
Assignor 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 its
rights under the Master Purchase Agreement with respect to the
Specified
Mortgage Loans; and
WHEREAS, Assignor has agreed to sell, assign and transfer to
Assignee
all of its right, title and interest in the Specified Mortgage
Loans and its
rights under the Master Purchase Agreement with respect to the
Specified
Mortgage Loans; 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
sells, assigns and transfers to the Assignee all of its right,
title and
interest in the Specified Mortgage Loans and all of its rights
and obligations
provided under the Master Purchase Agre
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