ASSIGNMENT ASSUMPTION AND RECOGNITION AGREEMENT

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Exhibit 99.6

Execution Copy

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "Assignment") is
dated as of January 1, 2007, by and among Merrill Lynch Mortgage Lending, Inc.,
having an address at World Financial Center, South Tower, New York, New York
10281 ("Assignor"), Merrill Lynch Mortgage Investors, Inc., having an address at
4 World Financial Center, 10th Floor, New York, New York 10281 ("Assignee") and
PHH Mortgage Corporation, formerly known as Cendant Mortgage Corporation, having
an address at 3000 Leadenhall Rd, Mt. Laurel, New Jersey 08054 (the "Servicer").

WHEREAS, the Servicer and Merrill Lynch Credit Corporation ("MLCC"),
entered into that certain Portfolio Servicing Agreement, dated January 28, 2000,
that certain Loan Sub-Servicing Agreement, dated January 28, 2000, that certain
Securitized Loan Primary Servicing Agreement, dated January 28, 2000, and that
certain Servicing Rights Purchase, and Sale Agreement, dated January 28, 2000
(collectively, and as amended by that certain Amendment Agreement No. 1, dated
as of January 2, 2001, the "Merrill Lynch Ops Guide") attached hereto as Exhibit
F;

WHEREAS MLCC assigned its rights under the Merrill Lynch Ops Guide to the
Assignor pursuant to that certain Assignment and Assumption Agreement, dated as
of January 1, 2007, among MLCC, Assignor and the Servicer (the "MLCC AAR")
attached hereto as Exhibit B-2; and

WHEREAS, the Assignor wishes to assign to Assignee all of its right, title
and interest with respect to the those mortgage loans identified on Exhibit A
attached hereto (the "Mortgage Loans") and all of its right, title and interest
under the Merrill Lynch Ops Guide and the MLCC AAR, 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 Merrill Lynch Ops Guide and the
MLCC AAR.

WHEREAS, the Servicer shall service the Mortgage Loans in accordance with
the servicing provisions contained in the Mortgage Loan Flow Purchase, Sale and
Servicing Agreement, dated as of March 27, 2001 (the "Servicing Agreement")
attached hereto as Exhibit B-1, among Merrill Lynch Mortgage Capital, Inc.
("MLMC"), the Servicer and Bishop's Gate Residential Mortgage Trust ("Bishop's
Gate");

WHEREAS the Servicer and the Assignee hereto agree that Assignee will have
all the duties, rights, obligations and privileges of Purchaser under the
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. Defined terms used in this Assignment and not otherwise defined herein
shall

MANA 2007-A1
PHH AAR

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have the meaning set forth in the Servicing Agreement.

2. Assignor hereby grants, sells, transfers and assigns to Assignee all of
the right, title and interest of Assignor in the Mortgage Loans and, as they
relate to the Mortgage Loans, all of its right, title and interest in, to and
under the Merrill Lynch Ops Guide and the MLCC AAR. The Assignor specifically
reserves and does not assign to the Assignee hereunder any and all right, title
and interest in, to and under and all obligations of the Assignor with respect
to any mortgage loans subject to the Merrill Lynch Ops Guide and the MLCC AAR
which are not the Mortgage Loans set forth on Exhibit A attached hereto and are
not the subject of this Agreement.

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

(a) Attached hereto as Exhibit B-1, Exhibit B-2 and Exhibit F are true and
accurate copies of the Servicing Agreement, the MLCC AAR and the
Merrill Lynch Ops Guide, respectively, 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) The Assignor was the lawful owner of the Mortgage Loans with full
right to transfer the Mortgage Loans and any and all of its interests,
rights and obligations under the Merrill Lynch Ops Guide and the MLCC
AAR as they relate to the Mortgage Loans, free and clear from any and
all claims and encumbrances; and upon the transfer of the Mortgage
Loans to the Assignee as contemplated herein, the Assignee shall have
good title to each and every Mortgage Loan, as well as any and all of
the Assignor's interests, rights and obligations under the Merrill
Lynch Ops Guide and the MLCC AAR as they relate to the Mortgage Loans,
free and clear of any and all liens, claims and encumbrances;

(c) There are no offsets, counterclaims or other defenses available to the
Assignor with respect to the Mortgage Loans, the Merrill Lynch Ops
Guide and the MLCC AAR;

(d) The Assignor has no knowledge of, and has not received notice of, any
waivers under, or any modification of, any Mortgage Loan;

(e) The Assignor is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, and has all
requisite power and authority to acquire, own and sell the Mortgage
Loans;

(f) The Assignor has full corporate power and authority to execute,
deliver and perform its obligations under this Assignment, and to
consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Assignment is in the ordinary course
of the Assignor's business and will not conflict with, or result in a
breach of, any of the terms, conditions or


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provisions of the 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
the Assignor of this Assignment and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all
necessary corporate action on part of the Assignor. This Assignment
has been duly executed and delivered by the Assignor and, upon the due
authorization, execution and delivery by the Assignee and the
Servicer, will constitute the valid and legally binding obligation of
the Assignor enforceable against the 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; and

(g) No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required to be
obtained or made by the Assignor in connection with the execution,
delivery or performance by the Assignor of this Assignment, or the
consummation by it of the transactions contemplated hereby. Neither
the Assignor nor anyone acting on its behalf has offered, transferred,
pledged, sold or otherwise disposed of the Mortgage Loans or any
interest in the Mortgage Loans, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Mortgage Loans,
or any interest in the Mortgage Loans or otherwise approached or
negotiated with respect to the Mortgage Loans, or any interest in the
Mortgage 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
Mortgage Loans under the Securities Act of 1933, as amended (the "1933
Act") or which would render the disposition of the Mortgage Loans a
violation of Section 5 of the 1933 Act or require registration
pursuant thereto.

4. The Assignee represents, warrants and covenants with the Assignor and
the Servicer that:

(a) The Assignee is a corporation, duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to acquire, own and purchase
the Mortgage Loans;

(b) The Assignee has full power and authority to execute, deliver and
perform under this Assignment, and to consummate the transactions set
forth herein. The consummation of the transactions contemplated by
this Assignment is in the ordinary course of the Assignee's business
and will not conflict with, or result in a breach of, any of the
terms, conditions or provisions of the Assignee's charter or


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bylaws, or any legal restriction, or any material agreement or
instrument to which the 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 the Assignee or its property is subject.
The execution, delivery and performance by the Assignee of this
Assignment and the consummation by it of the transactions contemplated
hereby, have been duly authorized by all necessary corporate action of
the Assignee. This Assignment has been duly executed and delivered by
the Assignee and, upon the due authorization, execution and delivery
by the Assignor and the Servicer, will constitute the valid and
legally binding obligation of the Assignee enforceable against the
Assignee in accordance with its terms, except as enforceability
thereof may be limited by bankruptcy, insolvency, or reorganization or
other similar laws now or hereinafter in effect relating to creditor's
rights generally and by general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or
in 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 the Assignee in connection with the
execution, delivery or performance by the Assignee of this Assignment,
or the consummation by it of the transactions contemplated hereby;

(d) There is no action, suit, proceeding, investigation or litigation
pending or, to the Assignee's knowledge, threatened, which either in
any instance or in the aggregate, if determined adversely to the
Assignee, would adversely affect the Assignee's execution or delivery
of, or the enforceability of, this Assignment, or the Assignee's
ability to perform its obligations under this Assignment; and

(e) The Assignee assumes for the benefit of the Trust, all of the rights
of the Purchaser under the Merrill Lynch Ops Guide and the MLCC AAR
with respect to the Mortgage Loans listed on Exhibit A, including the
right to enforce the obligations of the Servicer under the Servicing
Agreement as they relate to the servicing of the Mortgage Loans.

5. The Servicer warrants and represents to, and covenants with, Assignor
and Assignee as of the date hereof:

(a) Attached hereto as Exhibit B-1 and Exhibits F are a true and accurate
copies of the Servicing Agreement and the Merrill Lynch Ops Guide
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 other than by the MLCC AAR, nor has any notice of
termination been given thereunder;

(b) The Servicer is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, and the
Servicer has all requisite


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power and authority to service the Mortgage Loans and the Servicer has
all requisite power and authority to perform its obligations under the
Merrill Lunch Ops Guide and the Servicing Agreement;

(c) The Servicer has full corporate power and authority to execute,
deliver and perform its obligations under this Assignment, and to
consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Assignment is in the ordinary course
of the Servicer's business and will not conflict with, or result in a
breach of, any of the terms, conditions or provisions of its charter
or by-laws or any legal restriction, or any material agreement or
instrument to which it 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 the Servicer or its property is subject. The
execution, delivery and performance by the Servicer of this Assignment
and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action on the
part of the Servicer. This Assignment has been duly executed and
delivered by the Servicer, and, upon the due authorization, execution
and delivery by Assignor and Assignee, will constitute the valid and
legally binding obligation of the Servicer, enforceable against the
Servicer 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;

(d) No 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 the Servicer of this Assignment, or the
consummation by it of the transactions contemplated hereby; and

(e) The Servicer shall establish a Collection Account and an Escrow
Account, as described in the Servicing Agreement, in favor of Assignee
with respect to the Mortgage Loans and which accounts are separate
from the Collection Account and Escrow Account previously established
under the Merrill Lynch Ops Guide in favor of MLCC.

6. The Servicer hereby acknowledges that Wells Fargo Bank, N.A. (the
"Master Servicer" and "Securities Administrator") has been appointed as the
master servicer of the Mortgage Loans pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of February 1, 2007,
among the Assignee, HSBC Bank USA, National Association and Wells Fargo Bank,
N.A. as the master servicer and securities administrator. The Servicer shall
deliver all reports required to be delivered under the Merrill Lynch Ops Guide
and the Servicing Agreement to:


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Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Merrill Lynch Alternative Note Asset Trust, Series 2007-A1

Recognition of Assignee

7. From and after the date hereof the Servicer shall recognize the Assignee
as owner of the Mortgage Loans, and acknowledges that the Mortgage Loans will be
part of a REMIC. The Servicer will service the Mortgage Loans in accordance with
the servicing provisions contained in the Servicing Agreement, but in no event
in a manner that would (i) cause the REMIC to fail to qualify as a REMIC or (ii)
result in the imposition of a tax upon the REMIC (including but not limited to
the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code). It is the intention of the Assignor, the Servicer and the Assignee that
this Assignment shall be binding upon and for the benefit of the respective
successors and assigns of the parties hereto. Neither the Servicer nor the
Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of
the terms or provisions of the Merrill Lynch Ops Guide or the Servicing
Agreement, which amendment, modification, waiver or other alteration would in
any way affect the Mortgage Loans without the prior written consent of the
Assignee.

In addition, the Servicer hereby acknowledges that from and after the date
hereof, the Mortgage Loans will be subject to the terms and conditions of the
Pooling and Servicing Agreement pursuant to which the Master Servicer has the
right to monitor the performance by the Servicer of its servicing obligations
under the Servicing Agreement. Such right will include, without limitation, the
right to terminate the Servicer under the Servicing Agreement upon the
occurrence of an event of default thereunder, the right to receive all
remittances required to be made by the Servicer under the Servicing Agreement,
the right to receive all monthly reports and other data required to be delivered
by the Servicer under the Servicing Agreement, the right to examine the books
and records of the Servicer, indemnification rights, and the right to exercise
certain rights of consent and approval relating to actions taken by the
Servicer. In connection therewith, the Servicer hereby agrees to make all
remittances required under the Servicing Agreement with respect to the Mortgage
Loans to the Master Servicer for the benefit of the Assignee in accordance with
the following wire transfer instructions:

Wells Fargo Bank, N.A.
ABA #121-000-248
Account Name: Corporate Trust Clearing
Account # 3970771416
For Further Credit to: MANA 2007-A1, Account # 50980700

Applicable statements should be mailed to Wells Fargo Bank, National
Association, 9062 Old Annapolis Road, Columbia, Maryland, 21045, Attention:
Merrill Lynch Alternative Note Asset Trust, Series 2007-A1.


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It is the intention of the Assignor, the Servicer and the Assignee that
this Assignment will be a separate and distinct servicing agreement between the
Assignee and the Servicer, to the extent of the Mortgage Loans, and shall be
binding upon and for the benefit of the respective successors and assigns of the
parties hereto. Neither the Servicer nor the Assignor shall amend or agree to
amend, modify, waive, or otherwise alter any of the terms or provisions of the
Merrill Lynch Ops Guide or the Servicing Agreement which amendment,
modification, waiver or other alteration would in any way affect the Mortgage
Loans without the prior written consent of the Assignee.

8. Modification of the Servicing Agreement:

The Servicer and the Assignor hereby amend the Servicing Agreement as
follows:

(a) The following definitions are added to Section 1.01:

Commission: The United States Securities and Exchange Commission.

Closing Date: February 9, 2007.

Depositor: Merrill Lynch Mortgage Investors, Inc.

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

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

Prepayment Interest Shortfall: With respect to any Remittance Date,
for each Mortgage Loan that was the subject of a Principal Prepayment
in full during the related Monthly Period, an amount equal to the
excess of one month's interest at the applicable Note Rate on the
amount of such Principal Prepayment over the amount of interest
(adjusted to the Note Rate) actually paid by the related Mortgagor
with respect to such Monthly Period.

Purchaser: Merrill Lynch Credit Corporation, or its successors in
interest.

Regulation AB: Subpart 229.1100 -- Asset Backed Securities (Regulation
AB), 17 C.F.R. Sections 229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as
have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed.
Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission,
or as may be provided by the Commission or its staff from time to
time.

Relevant Servicing Criteria: as defined in Section 7A.05.

REMIC Provisions: The provisions of the federal income tax law
relating to


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REMICs, which appear at Sections 860A through 860G of the Code, and
related provisions and regulations promulgated thereunder, as the
foregoing may be in effect from time to time.

Responsible Officer: means any vice president, any managing director,
any director, any associate, any assistant vice president, any
assistant secretary, any assistant treasurer or any other officer or
employee of the Servicer customarily performing functions similar to
those performed by any of the above designated officers and also to
whom, with respect to a particular matter, such matter is referred
because of such officer's or employee's knowledge of and familiarity
with the particular subject and in each case who shall have direct
responsibility for the administration of the Agreement.

Securities Act: The Securities Act of 1933, as amended.

Securities Administrator: Wells Fargo Bank, N.A.

Servicer Information: As provided in Section 7A.07(a)(i)(A).

Servicing Criteria: The "servicing criteria" set forth in Item 1122(d)
of Regulation AB, as such may be amended from time to time.

Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing (as "servicing" is commonly
understood by participants in the mortgage-backed securities market)
of Mortgage Loans but performs one or more discrete material functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage
Loans under the direction or authority of the Servicer or a
Subservicer.

Subservicer: Any Person that services Mortgage Loans on behalf of the
Servicer or any Subservicer and is responsible for the performance
(whether directly or through Subservicers or Subcontractors) of a
substantial portion of the material servicing functions required to be
performed by the Servicer under the Servicing Agreement or this
Assignment that are identified in Item 1122(d) of Regulation AB;
provided, however, that the term "Subservicer" shall not include any
master servicer, or any special servicer engaged at the request of the
Depositor, Assignor or investor, nor any "back-up servicer" or trustee
performing servicing functions in connection with this Assignment or
under the Purchase Sale and Servicing Agreement.

Trustee: HSBC Bank USA, National Association.

(b) The definition of Business Day is deleted in its entirety and replaced
with the following:


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"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 is authorized or
obligated by law or executive order to be closed."

(c) The definition of Eligible Account is deleted in its entirety and
replaced with the following:

"Eligible Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company, the
long-term unsecured debt obligations and short-term unsecured debt obligations
of which (or, in the case of a depository institution or trust company that is
the principal subsidiary of a holding company, the debt obligations of such
holding company, so long as Moody's is not a Rating Agency) are rated by each
Rating Agency in one of its two highest long-term and its highest short-term
rating categories respectively, at the time any amounts are held on deposit
therein, or (ii) an account or accounts in a depository institution or trust
company in which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered to
the Securities Administrator and to each Rating Agency, the Certificateholders
have a claim with respect to the funds in such account or a perfected first
priority security interest against any collateral (which shall be limited to
Permitted Investments) securing such funds that is superior to claims of any
other depositors or creditors of the depository institution or trust company in
which such account is maintained, or (iii) a trust account or accounts
maintained with the corporate trust department of a federal or state chartered
depository institution or trust company having capital and surplus of not less
than $50,000,000, acting in its fiduciary capacity or (iv) any other account
acceptable to the Rating Agencies. Eligible Accounts may bear interest, and may
include, if otherwise qualified under this definition, accounts maintained with
the Securities Administrator."

(d) The following is added as clause (10) to Section 5.04 of the Servicing
Agreement:

"(10) with respect to each Principal Prepayment in full, any Prepayment
Interest Shortfall, to the extent of the Servicer's aggregate Servicing Fee
received with respect to the related Monthly Period."

(e) The following paragraphs are added after the second paragraph of
Section 5.13 of the Servicing Agreement:

"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 with respect
to clause (i) only, 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 (i) effect an exchange or reissuance of such
Mortgage Loan under Section 1001 of the Code (or Treasury regulations
promulgated thereunder) or (ii) cause the Trust Fund 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.


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Prior to taking any action with respect to the Mortgage Loans which is not
contemplated under the terms of this Agreement, the Servicer will obtain an
Opinion of Counsel acceptable to the Trustee to the effect that such action will
not result in the imposition of a tax upon the REMIC (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code) (either such event, an "Adverse REMIC Event"), and the Servicer shall not
take any such action or cause the Trust Fund to take any such action as to which
it has been advised that an Adverse REMIC Event will occur.

The Servicer shall not permit the creation of any "interests" (within the
meaning of Section 860G of the Code) in the REMIC. The Servicer shall not enter
into any arrangement by which the REMIC will receive a fee or other compensation
for services nor permit the REMIC to receive any income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.

Any REO Property shall be disposed of by the Servicer before the close of
the third taxable year following the taxable year in which the Mortgage Loan
became an REO Property, unless the Servicer is otherwise directed by the
Assignee."

(f) The following sentence is added to the end of Section 6.01(1) of the
Servicing Agreement:

"Notwithstanding anything herein to the contrary, on each Remittance Date,
the Servicer shall remit Payoffs, with interest as set forth herein, collected
in the month prior to the Remittance Date."

(g) The following sentence is added to the end of the first paragraph of
Section 6.02 of the Servicing Agreement:

"In addition, no later than the fifth (5th) calendar day of each month (or
if such fifth day is not a Business Day, the Business Day immediately following
such fifth day), the Servicer shall forward to the Master Servicer reports in
the format set forth in Exhibit C, Exhibit D and Exhibit E to the Assignment,
Assumption and Recognition Agreement, dated as of February 1, 2007, among
Merrill Lynch Mortgage Lending, Inc., Merrill Lynch Mortgage Investors, Inc. and
the Servicer (or such other format, with respect to Exhibit C, Exhibit D and
Exhibit E as mutually agreed by the Servicer and the Master Servicer), with
respect to defaulted Mortgage Loans and realized loss calculations,
respectively."

(h) All references in Section 7.02 of the Servicing Agreement to
"Purchaser" shall be deleted and replaced with "Purchaser or its designee."

(i) Section 7.04 shall be deleted and replaced and marked "[Reserved]."

(j) Section 7.05 shall be deleted, and marked "[Reserved]."


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(k) The following phrase is added to Section 11.01(1) of the Servicing
Agreement immediately before the word "hereof": "or in Section 11.01(4)."

(l) The following Subsection (4) is added to Section 11.01 of the Servicing
Agreement:

"(4) Notwithstanding anything to the contrary in this Agreement, the
Purchaser may elect to terminate this Agreement without cause and without
payment to the Servicer of any penalty upon notice to Servicer.

The Servicer acknowledges that in the event Wells Fargo Bank, N.A. is
terminated as the Master Servicer under the Pooling and Servicing Agreement,
dated as of January 1, 2007, among the Depositor, the Master Servicer and the
Trustee, the Securities Administrator or successor master servicer thereunder
has the option to terminate this Agreement and the rights of the Servicer to
service the Mortgage Loans, without cause and without penalty or payment of a
termination fee to the Servicer."

(m) The following shall be added as Section 12.12 of the Servicing
Agreement:

"Third Party Beneficiary. For purposes of this Agreement, any Master
Servicer shall be considered a third party beneficiary to this Agreement
entitled to all the rights and benefits accruing to any Master Servicer herein
as if it were a direct party to this Agreement."

(n) The following shall be inserted into the agreement as Article 7A,
entitled "Compliance with Regulation AB":

Section 7A.01 Compliance with Regulation AB.

Each of the parties hereto acknowledges and agrees that the purpose of this
Article 7A is to facilitate compliance by the Master Servicer and the Depositor
with the provisions of Regulation AB, as such may be amended or clarified from
time to time. Therefore, each of the parties agrees that the parties'
obligations hereunder will be supplemented and modified as necessary to be
consistent with any such amendments, interpretive advice or guidance, convention
or consensus among active participants in the asset-backed securities markets,
advice of counsel, or otherwise in respect of the requirements of Regulation AB
and the parties shall comply with requests made by the Master Servicer or
Depositor for delivery of additional or different information as the Master
Servicer or Depositor may determine in good faith is necessary to comply with
the provisions of Regulation AB. Any such supplementation or modification may
result in a change in the reports filed by the Securities Administrator on
behalf of the Issuing Entity under the Exchange Act.

Section 7A.02 [Reserved].

Section 7A.03 Notices to be Provided by the Servicer.


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(a) For the purpose of satisfying the reporting obligation under the Exchange
Act with respect to any class of asset-backed securities, the Servicer shall (or
shall cause each Subservicer to) (i) provide prompt notice to any Master
Servicer and any Depositor in writing of (A) any material litigation or
governmental proceedings involving the Servicer or any Subservicer, (B) any
affiliations or relationships that develop following the Closing Date between
the Servicer or any Subservicer and any of the sponsor, the depositor, the
issuing entity, any servicer, any trustee, any originator, any significant
obligor, any enhancement or support provider and any other material transaction
party (and any other parties identified in writing by the requesting party), (C)
any Event of Default under the terms of this Agreement or any applicable
agreement, (D) any merger, consolidation or sale of substantially all of the
assets of the Servicer, and (E) the Servicer's entry into an agreement with a
Subservicer to perform or assist in the performance of any of the Servicer's
obligations under this Agreement or any Reconstitution Agreement and (ii)
provide to the Depositor a description of such proceedings, affiliations or
relationships.

(b) As a condition to the succession to the Servicer or any Subservicer as
servicer or subservicer under this Agreement or any Reconstitution Agreement by
any Person (i) into which the Servicer or such Subservicer may be merged or
consolidated, or (ii) which may be appointed as a successor to the Servicer or
any Subservicer, the Servicer shall provide to any Master Servicer, and the
Depositor, at least 15 calendar days prior to the effective date of such
succession or appointment, (x) written notice to the Depositor of such
succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to the Depositor, all information reasonably requested
by the Depositor in order to comply with its reporting obligation under Item
6.02 of Form 8-K with respect to any class of asset-backed securities.

(c) In addition to such information as the Servicer, as servicer, is obligated
to provide pursuant to other provisions of this Agreement, not later than ten
days prior to the deadline for the filing of any distribution report on Form
10-D, the Servicer or any Subservicer hired by the Servicer, as applicable,
shall, to the extent the Servicer or such Subservicer has knowledge, provide to
the Master Servicer notice of the occurrence of any of the following events
along with all information, data, and materials related thereto as may be
required to be included in the related distribution report on Form 10-D (as
specified in the provisions of Regulation AB referenced below):

(i) any material modifications, extensions or waivers of pool
asset terms, fees, penalties or payments during the distribution
period or that have cumulatively become material over time (Item
1121(a)(11) of Regulation AB);

(ii) material breaches of pool asset representations or
warranties or transaction covenants (Item 1121(a)(12) of Regulation
AB); and

(iii) information regarding new asset-backed securities issuances
backed by the same pool assets, any pool asset changes (such as,
additions, substitutions or repurchases), and any material changes in
origination, underwriting or other criteria for acquisition or
selection of pool assets (Item 1121(a)(14) of Regulation AB).


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(d) The Servicer shall provide to the Purchaser, any Master Servicer and any
Depositor, evidence of the authorization of the person signing any certification
or statement, copies or other evidence of Fidelity Bond Insurance and Errors and
Omission Insurance policy, financial information and reports, and such other
information related to the Servicer or any Subservicer or the Servicer or such
Subservicer's performance hereunder.

Section 7A.04 Servicer Compliance Statement.

Not later than March 1st for each calendar year (other than the calendar
year during which the Closing Date occurs), the Servicer shall deliver (or
otherwise make available) and the Servicer shall cause any Subservicer or
Subcontractor engaged by it to deliver to the Master Servicer, the Securities
Administrator and the Depositor an officer's certificate in the form attached
hereto as Exhibit Z-1 stating, as to each signatory thereof, that (i) a review
of the activities of such signatory during the preceding calendar year, or
portion thereof, and of the performance of such signatory under this Agreement
or such other applicable agreement in the case of a Subservicer or Subcontractor
has been made under such officer's supervision, and (ii) to the best of such
officer's knowledge, based on such review, such signatory has fulfilled all its
obligations under this Agreement or such other applicable agreement in all
material respects throughout such year or a portion thereof, or, if there has
been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status
thereof.

Section 7A.05 Report on Assessment of Compliance and Attestation.

(a) Not later than March 1st for each calendar year (other than the calendar
year during which the Closing Date occurs) the Servicer at its own expense,
shall furnish, and shall cause any Subservicer or Subcontractor engaged by it to
furnish (unless in the case of a Subcontractor, the Servicer has notified the
Depositor and the Master Servicer in writing that such compliance statement is
not required for the Subcontractor) to the Master Servicer, the Securities
Administrator and the Depositor an officer's assessment of its compliance with
the Servicing Criteria applicable to each such party set forth in Exhibit Y (the
"Relevant Servicing Criteria") during the preceding calendar year as required by
Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the
"Assessment of Compliance"), which assessment (a form of which is attached
hereto as Exhibit X) shall contain (A) a statement by such party of its
responsibility for assessing compliance with the Relevant Servicing Criteria,
(B) a statement that such party used the Relevant Servicing Criteria to assess
compliance with the Relevant Servicing Criteria