ASSIGNMENT ASSUMPTION AND RECOGNITION AGREEMENT

<PAGE>

Exhibit 99.4

Execution Copy

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

This is an Assignment, Assumption and Recognition Agreement (this "AAR
Agreement") made as of January 1, 2007, among Merrill Lynch Mortgage Lending,
Inc., having an address at World Financial Center, South Tower, New York, New
York 10281 (the "Assignor"), Merrill Lynch Mortgage Investors, Inc., having an
address at 4 World Financial Center, 10th Floor, New York, New York 10281 (the
"Assignee") and GreenPoint Mortgage Funding, Inc. (the "Company").

WHEREAS, Merrill Lynch Mortgage Holdings Inc. ("MLMH") acquired the
mortgage loans set forth on Attachment 1 annexed hereto (the "Assigned Loans")
from the Company pursuant to that certain Master Mortgage Loan Purchase and
Servicing Agreement (the "Agreement"), dated as of April 1, 2003, among MLMH,
Terwin Advisors, LLC ("Terwin") and the Company, as amended by Amendment No. 1,
dated as of August 20, 2003 among MLMH, Terwin and the Company;

WHEREAS, MLMH assigned all of its right, title and interest in, to and
under the Assigned Loans and the Agreement to Assignor pursuant to the
Assignment, Assumption and Recognition Agreement, dated January 1, 2007, among
MLMH, the Company and Assignor (the "Assignment, Assumption and Recognition
Agreement"; together with the Agreement, the "Agreements").

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

Assignment and Assumption

1. Assignor hereby grants, sells, transfers and assigns to Assignee all of
the right, title and interest of Assignor in the Assigned Loans and, as they
relate to the Assigned Loans, all of its right, title and interest in, to and
under the Agreements. Assignor specifically reserves and does not assign to
Assignee any right, title and interest in, to or under any Mortgage Loans
subject to the Agreements other than those set forth on Attachment l.
Notwithstanding anything to the contrary contained herein, the Assignor
specifically reserves and does not assign to the Assignee any right, title and
interest in, to or under the representations and warranties contained in Section
7.01 and Section 7.02 of the Agreement and the Assignor is retaining the right
to enforce the representations and warranties set forth in those sections
against the Company. In addition, the Assignor specifically reserves and does
not assign to the Assignee any right, title and interest in, to or under Section
7.04 of the Agreement.

Representations, Warranties and Covenants

2. Assignor warrants and represents to, and covenants with, Assignee and
Company that as of the date hereof:

a. Attached hereto as Attachment 2 are true and accurate copies of
the Agreements, which agreements are in full force and effect as
of the date

MANA 2007-A1
Greenpoint AAR
<PAGE>

hereof and the respective 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 Agreements as it
relates 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
Agreements as it relates 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 Company
with respect to the Assigned Loans or the Agreements;

d. Assignor has not waived or agreed to any waiver under, or agreed
to any amendment or other modifications of, the Agreements.
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 Agreements;

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


2

<PAGE>

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 Assignor in connection with
the execution, delivery or performance by Assignor of this 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 "1933 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 Company, and has delivered to
Assignee, all documents required to be delivered to Assignor by
Company prior to the date hereof pursuant to Section 6.03 of the
Agreement with respect to the Assigned Loans.

3. Assignee warrants and represents to, and covenants with, Assignor and
Company that 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 AAR Agreement, and to
consummate the transactions set forth herein. The consummation of
the transactions contemplated by this 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 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 AAR Agreement has been


3

<PAGE>

duly executed and delivered by Assignee and, upon the due
authorization, execution and delivery by Assignor and Company,
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 AAR
Agreement, or the consummation by it of the transactions
contemplated hereby;

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

e. 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;

f. 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;

g. Assignee assumes all of the rights of the Assignor under the
Agreements with respect to the Assigned Loans including the right
to enforce the representations and warranties of the Company
contained in the Agreements; and

h. A registration statement on Form S-3 (File No. 333-130545),
including the Base Prospectus (the "Registration Statement") has
been filed with the Securities and Exchange Commission (the
"Commission") and has become effective under the Securities Act
of 1933, as amended (the "Securities Act") and no stop order
suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that


4

<PAGE>

purpose have been initiated, or to the Assignee's knowledge,
threatened, by the Commission.

4. Company warrants and represents to, and covenants with, Assignor and
Assignee that as of the date hereof:

a. Attached hereto as Attachment 2 are true and accurate copies of
the Agreements, which agreements are in full force and effect as
of the date hereof and the respective provisions of which have
not been waived, amended or modified in any respect, nor has any
notice of termination been given thereunder;

b. Company 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 service the Assigned Loans;

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

e. Company shall establish a Custodial Account (entitled "GreenPoint
Mortgage Funding, Inc., as Servicer, in trust for Wells Fargo
Bank, N.A. as Securities Administrator for Merrill Lynch
Alternative Note Asset


5

<PAGE>

Trust, Series 2007-A1 Mortgage Pass-Through Certificates") and an
Escrow Account (entitled "GreenPoint Mortgage Funding, Inc., as
Servicer, in trust for Wells Fargo Bank, N.A., as Securities
Administrator for Merrill Lynch Alternative Note Asset Trust,
Series 2007-A1 Mortgage Pass-Through Certificates") with respect
to the Assigned Loans, which accounts shall be separate from the
Custodial Account and Escrow Account previously established under
the Agreement in favor of the Assignor; and

f. Each of the representations and warranties made by Company in
Section 7.01 and Section 7.02 of the Agreement are true and
correct in all material respects as of the date hereof provided,
however, that the representations made in Section 7.02(v) are
made as of the date of the Agreement.

Recognition of Assignee

5. From and after the date hereof, Company shall recognize Assignee as
owner of the Assigned Loans and will service the Assigned Loans for Assignee in
accordance with the Agreement (as modified herein), the terms of which are
incorporated herein by reference. The Company hereby acknowledges that the
Mortgage Loans will be part of a REMIC. In no event will the Company service the
Mortgage Loans 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). In addition, Company hereby acknowledges that from
and after the date hereof, the Assigned Loans will be subject to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of January
1, 2007, by and among Merrill Lynch Mortgage Investors, Inc., Wells Fargo Bank,
N.A. (the "Master Servicer" and "Securities Administrator") and HSBC Bank USA,
National Association. Pursuant to the Pooling and Servicing Agreement, the
Master Servicer is required to monitor the Company's performance of its
servicing obligations under the Agreement. Such right will include, without
limitation, the right to terminate the Company under the Agreement upon the
occurrence of an event of default thereunder, the right to receive all
remittances required to be made by the Company under the Agreement, the right to
receive all monthly reports and other data required to be delivered by the
Company under the Agreement, the right to examine the books and records of the
Company, indemnification rights, and the right to exercise certain rights of
consent and approval relating to actions taken by the Company.

6. In connection therewith, Company hereby agrees that all remittances
required to be made with respect to the Assigned Loans pursuant to the Agreement
will be made in accordance with the following wire transfer instructions:

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


6

<PAGE>

and Company shall deliver all reports required to be delivered under the
Agreement to Assignee and to the Master Servicer at:

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: MANA 2007-A1

Provided, however, that the parties hereby acknowledge that the Company
will remit an amount in excess of the required remittance amount on the first
Remittance Date (such excess amount, the "Extra Remittance Amount") which shall
be wired from the Master Servicer to the Assignor and that the Company shall not
be liable for (i) calculating the required remittance amount for the first
Remittance Date or (ii) any errors, delays or omissions in the wire of the Extra
Remittance Amount from the Master Servicer to the Assignor.

It is the intention of Assignor, Company and Assignee that this AAR
Agreement shall be binding upon and for the benefit of the respective successors
and assigns of the parties hereto. Neither Company nor Assignor shall amend or
agree to amend, modify, waive, or otherwise alter any of the terms or provisions
of the Agreement which amendment, modification, waiver or other alteration would
in any way affect the Assigned Loans without the prior written consent of
Assignee.

Modification of the Agreement

7. The Assignor, Assignee and Company hereby amend the Agreement as
follows:

(a) The Assignor, Assignee and Company hereby amend the definition of
"Remittance Date" by deleting the words "immediately following such" and
replacing them with ""immediately preceding such".

(b) The Assignor, Assignee and Company hereby amend Section 1 of the
Agreement by deleting the definition of "Business Day" in its entirety and
replacing it with the following:

"Business Day: Any day other than a Saturday or Sunday, or a day on
which banking and savings and loan institutions in the State of New York,
State of Maryland, State of Minnesota or State of California are authorized
or obligated by law or executive order to be closed."

(c) The Assignor, Assignee and Company hereby amend Section 1 of the
Agreement by deleting the definition of "Whole Loan Transfer" in its entirety
and replacing it with the following:

"Whole Loan Transfer: Any sale or transfer of some or all of the
Mortgage Loans, other than a Pass-Through Transfer or Securitization
Transaction."


7

<PAGE>

(d) The Assignor, Assignee and Company hereby amend Section 1 of the
Agreement by adding the following definitions in alphabetical order:

"Commission: The United States Securities and Exchange Commission."

"Depositor: The depositor, as such term is defined in Regulation AB,
with respect to any Securitization Transaction."

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

"Master Servicer: Wells Fargo Bank, N.A."

"Pooling and Servicing Agreement: The pooling and servicing agreement
dated as of January 1, 2007, by and among Merrill Lynch Mortgage Investors,
Inc., the Master Servicer, the Securities Administrator and HSBC Bank USA,
National Association, as trustee."

"Qualified Correspondent: Any Person from which the Seller purchased
Mortgage Loans, provided that the following conditions are satisfied: (i)
such Mortgage Loans were originated pursuant to an agreement between the
Seller and such Person that contemplated that such Person would underwrite
mortgage loans from time to time, for sale to the Seller, in accordance
with underwriting guidelines designated by the Seller ("Designated
Guidelines") or guidelines that do not vary materially from such Designated
Guidelines; (ii) such Mortgage Loans were in fact underwritten as described
in clause (i) above and were acquired by the Seller within 180 days after
origination; (iii) either (x) the Designated Guidelines were, at the time
such Mortgage Loans were originated, used by the Seller in origination of
mortgage loans of the same type as the Mortgage Loans for the Seller's own
account or (y) the Designated Guidelines were, at the time such Mortgage
Loans were underwritten, designated by the Seller on a consistent basis for
use by lenders in originating mortgage loans to be purchased by the Seller;
and (iv) the Seller employed, at the time such Mortgage Loans were acquired
by the Seller, pre-purchase or post-purchase quality assurance procedures
(which may involve, among other things, review of a sample of mortgage
loans purchased during a particular time period or through particular
channels) designed to ensure that Persons from which it purchased mortgage
loans properly applied the underwriting criteria designated by the Seller."

"Reconstitution: Any Securitization Transaction or Whole Loan
Transfer."

"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."

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

"Securities Administrator: Wells Fargo Bank, N.A."


8

<PAGE>

"Securitization Transaction: Any transaction involving either (1) a
sale or other transfer of some or all of the Mortgage Loans directly or
indirectly to an issuing entity in connection with an issuance of publicly
offered or privately placed, rated or unrated mortgage-backed securities or
(2) an issuance of publicly offered or privately placed, rated or unrated
securities, the payments on which are determined primarily by reference to
one or more portfolios of residential mortgage loans consisting, in whole
or in part, of some or all of the Mortgage Loans."

"Seller Information: As defined in Subsection 12.05(a)."

"Servicer: As defined in Subsection 12.04(c)."

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

"Static Pool Information: Static pool information as described in Item
1105(a)(1)-(3) and 1105(c) of Regulation AB."

"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 functions identified in
Item 1122(d) of Regulation AB with respect to Mortgage Loans under the
direction or authority of the Seller or a Subservicer."

"Subservicer: Any Person that services Mortgage Loans on behalf of the
Seller 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
Seller under this Agreement or any Reconstitution Agreement that are
identified in Item 1122(d) of Regulation AB."

"Third-Party Originator: Each Person, other than a Qualified
Correspondent, that originated Mortgage Loans acquired by the Seller."

(e) The Assignor, Assignee and Company hereby amend Section 11.02 of
the Servicing Addendum to the Agreement by deleting the fifth, sixth and seventh
sentences of the first paragraph in their entirety and replacing them with the
following:

"In the event that any payment due under any Mortgage Loan remains
delinquent for a period of ninety (90) days or more, the Seller shall
provide written notice to the Master Servicer in the event the Seller
intends to proceed with foreclosure. In connection with any foreclosure
proceedings, the Seller shall be responsible for all costs and expenses
incurred by it in any such foreclosure proceedings; provided, however, that
it shall be entitled to reimbursement thereof from the related Mortgaged
Property, as contemplated in Section 11.05."

(f) The Assignor, Assignee and Company hereby amend each of the second
and fifth paragraphs of Section 11.02 of the Servicing Addendum to the Agreement
by deleting the section reference "(a)" at the beginning thereof.


9

<PAGE>

(g) The Assignor, Assignee and Company hereby amend Section 11.14 of
the Servicing Addendum to the Agreement by deleting the first and second
sentences of the third paragraph in its entirety and replacing it with the
following:

"With respect to any remittance received by the Purchaser on or after the
Business Day following the Business Day on which such payment was due, the
Seller shall pay to the Purchaser interest on any such late payment at an
annual rate equal to the rate of interest as is publicly announced from
time to time by The Chase Manhattan Bank, New York, New York, at its
principal office as its prime lending rate, adjusted as of the date of each
change, plus three percentage points, but in no event greater than the
maximum amount permitted by applicable law. Such interest shall be paid by
the Seller to the Purchaser on the date such late payment is made and shall
cover the period commencing with the date on which such payment was due and
ending with the date on which such payment is made, both inclusive."

(h) The Assignor, Assignee and Company hereby amend Section 11.15 of
the Servicing Addendum to the Agreement by deleting the first sentence of such
section and replacing it with the following:

"No later than the fifth Business Day of each month, the Seller shall
furnish to the Purchaser and the Master Servicer a file via computer tape,
email or modem containing, and a hard copy of, the monthly data and the
Seller shall also furnish to the Purchaser and the Master Servicer a report
in the format set forth in Attachment 3, Attachment 4 and Attachment 5 to
the Assignment, Assumption and Recognition Agreement, dated as of January
1, 2007 among Merrill Lynch Mortgage Lending, Inc., Merrill Lynch Mortgage
Investors, Inc. and the Seller, with respect to monthly remittance advice,
defaulted Mortgage Loans and Realized Loss Calculations."

(i) The Assignor, Assignee and Company hereby amend Section 11.18 of
the Servicing Addendum to the Agreement, 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
Seller shall submit to the Purchaser and the Master Servicer a liquidation
report in the format set forth in Attachment 4 to the Assignment,
Assumption and Recognition Agreement, dated as of January 1, 2007 among
Merrill Lynch Mortgage Lending, Inc., Merrill Lynch Mortgage Investors,
Inc. and the Seller, with respect to such Mortgaged Property and all
supporting documentation reasonably required by the Master Servicer."

(j) The Assignor, Assignee and Company hereby amend Section 11.21 of
the Servicing Addendum to the Agreement, by deleting the second paragraph of
such section in its entirety and replacing it with the following:

"The obligation of the Seller to make such Monthly Advances is
mandatory, notwithstanding any other provision of this Agreement, and, with
respect to any Mortgage Loan or REO Property, will continue through the
last Monthly Payment due


10

<PAGE>

prior to the payment in full of the Mortgage Loan, or through the last
Remittance Date prior to the Remittance Date for the distribution of all
Liquidation Proceeds and other payments or recoveries (including REO
Disposition proceeds, Insurance Proceeds and Condemnation Proceeds) with
respect to the Mortgage Loan; provided that, notwithstanding anything
herein to the contrary, no Monthly Advance shall be required to be made
hereunder by the Seller if such Monthly Advance would, if made, constitute
a Nonrecoverable Monthly Advance. The determination by the Seller that it
has made a Nonrecoverable Monthly Advance or that any proposed Monthly
Advance, if made, would constitute a Nonrecoverable Monthly Advance, shall
be evidenced by an Officers' Certificate delivered to the Purchaser and
Master Servicer."

(k) The Assignor, Assignee and Company hereby amend Section 11.24 of
the Servicing Addendum to the Agreement, by deleting such section in its
entirety and replacing it with the following:

Section 11.24 Servicer Compliance Statement. On or before March 1 of
each calendar year, commencing in 2008, the Seller shall deliver to the
Purchaser, any Master Servicer and any Depositor a statement of compliance
addressed to the Purchaser, such Master Servicer and such Depositor and
signed by an authorized officer of the Seller, to the effect that (i) a
review of the Seller's activities during the immediately preceding calendar
year (or applicable portion thereof) and of its performance under this
Agreement and any applicable Reconstitution Agreement during such period
has been made under such officer's supervision, and (ii) to the best of
such officers' knowledge, based on such review, the Seller has fulfilled
all of its obligations under this Agreement and any applicable
Reconstitution Agreement in all material respects throughout such calendar
year (or applicable portion thereof) or, if there has been a failure to
fulfill any such obligation in any material respect, specifically
identifying each such failure known to such officer and the nature and the
status thereof.

(l) The Assignor, Assignee and Company hereby amend Section 11.25 of
the Servicing Addendum to the Agreement, by deleting such section in its
entirety and replacing it with the following:

"Section 11.25 [Reserved]."

(m) The Assignor, Assignee and Company hereby amend the Servicing
Addendum to the Agreement by adding the following paragraphs immediately after
Section 11.31 of such Servicing Addendum to the Agreement:

"Section 11.32. Report on Assessment of Compliance and Attestation.

(a) On or before March 1 of each calendar year, commencing in 2008,
the Seller shall:

(i) deliver to the Purchaser, any Master Servicer and any
Depositor a report (in form and substance reasonably satisfactory to
the Purchaser, such Master Servicer and such Depositor) regarding the
Seller's assessment of compliance with the Servicing Criteria during
the immediately preceding calendar


11

<PAGE>

year, as required under Rules 13a-18 and 15d-18 of the Exchange Act
and Item 1122 of Regulation AB. Such report shall be addressed to the
Purchaser, such Master Servicer and such Depositor and signed by an
authorized officer of the Seller, and shall address each of the
"Applicable Servicing Criteria" specified on Attachment 7 to the
Assignment, Assumption and Recognition Agreement, dated as of January
1, 2007 among Merrill Lynch Mortgage Lending, Inc., Merrill Lynch
Mortgage Investors, Inc., and the Seller;

(ii) deliver to the Purchaser, any Master Servicer and any
Depositor a report of a registered public accounting firm reasonably
acceptable to the Purchaser, such Master Servicer and such Depositor
that attests to, and reports on, the assessment of compliance made by
the Seller and delivered pursuant to the preceding paragraph. Such
attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g)
of Regulation S-X under the Securities Act and the Exchange Act;

(iii) cause each Subservicer, and each Subcontractor determined
by the Seller pursuant to Section 11.33(b) to be "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB
and deliver to the Purchaser, any Master Servicer and any Depositor an
assessment of compliance and accountants' attestation as and when
provided in paragraphs (a) and (b) of this Section; and

(iv) deliver, and cause each Subservicer and Subcontractor
described in clause (iii) to provide, to the Purchaser, any Depositor,
any Master Servicer and any other Person that will be responsible for
signing the certification (a "Sarbanes Certification") required by
Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an
asset-backed issuer with respect to a Securitization Transaction a
certification, signed by the appropriate officer of the Seller, in the
form attached as Attachment 6 to the Assignment, Assumption and
Recognition Agreement, dated as of January 1, 2007 among Merrill Lynch
Mortgage Lending, Inc., Merrill Lynch Mortgage Investors, Inc., and
the Seller.

The Seller acknowledges that the parties identified in clause (a)(iv) above
may rely on the certification provided by the Seller pursuant to such
clause in signing a Sarbanes Certification and filing such with the
Commission.

(b) Each assessment of compliance provided by a Subservicer pursuant
to Section 11.32(a)(i) shall address each of the Servicing Criteria
specified on a certification, substantially in the form of Attachment 7 to
the Assignment, Assumption and Recognition Agreement, dated as of January
1, 2007 among Merrill Lynch Mortgage Lending, Inc., Merrill Lynch Mortgage
Investors, Inc., and the Seller, delivered to the Purchaser concurrently
with the execution of this Agreement or, in the case of a Subservicer
subsequently appointed as such, on or prior to the date of such
appointment. An assessment of compliance provided by a Subcontractor
pursuant to Section


12

<PAGE>

11.32(a)(iii) need not address any elements of the Servicing Criteria other
than those specified by the Seller pursuant to Section 11.33.

Section 11.33. Use of Subservicers and Subcontractors.

The Seller shall not hire or otherwise utilize the services of any
Subservicer to fulfill any of the obligations of the Seller as servicer
under this Agreement or any Reconstitution Agreement unless the Seller
complies with the provisions of paragraph (a) of this Section. The Seller
shall not hire or otherwise utilize the services of any Subcontractor, and
shall not permit any Subservicer to hire or otherwise utilize the services
of any Subcontractor, to fulfill any of the obligations of the Seller as
servicer under this Agreement or any Reconstitution Agreement unless the
Seller complies with the provisions of paragraph (b) of this Section.

(a) It shall not be necessary for the Seller to seek the consent of
the Purchaser, any Master Servicer or any Depositor to the utilization of
any Subservicer. The Seller shall cause any Subservicer used by the Seller
(or by any Subservicer) for the benefit of the Purchaser and any Depositor
to comply with the provisions of this Section, Section 11.24 and 11.32 and
Subsections 12.03, 12.04(c), (e), (f) and (g), and 12.05 of the Agreement
to the same extent as if such Subservicer were the Seller, and to provide
the information required with respect to such Subservicer under Subsection
12.04(d) of this Agreement. The Seller shall be responsible for obtaining
from each Subservicer and delivering to the Purchaser and any Depositor any
servicer compliance statement required to be delivered by such Subservicer
under Section 11.24, any assessment of compliance and attestation required
to be delivered by such Subservicer under Section 11.32 and any
certification required to be delivered to the Person that will be
responsible for signing the Sarbanes Certification under Section 11.32 as
and when required to be delivered.

(b) It shall not be necessary for the Seller to seek the consent of
the Purchaser, any Master Servicer or any Depositor to the utilization of
any Subcontractor. The Seller shall promptly upon request provide to the
Purchaser, any Master Servicer and any Depositor (or any designee of the
Depositor, such as an administrator) a written description (in form and
substance satisfactory to the Purchaser, such Depositor and such Master
Servicer) of the role and function of each Subcontractor utilized by the
Seller or any Subservicer, specifying (i) the identity of each such
Subcontractor, (ii) which (if any) of such Subcontractors are
"participating in the servicing function" within the meaning of Item 1122
of Regulation AB, and (iii) which elements of the Servicing Criteria will
be addressed in assessments of compliance provided by each Subcontractor
identified pursuant to clause (ii) of this paragraph.

As a condition to the utilization of any Subcontractor determined to
be "participating in the servicing function" within the meaning of Item
1122 of Regulation AB, the Seller shall cause any such Subcontractor used
by the Seller (or by any Subservicer) for the benefit of the Purchaser and
any Depositor to comply with the provisions of Section 11.32 and Subsection
12.05 of the Agreement to the same extent as if such Subcontractor were the
Seller. The Seller shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any
assessment of


13

<PAGE>

compliance and attestation and the other certifications required to be
delivered by such Subservicer and such Subcontractor under Section 11.32,
in each case as and when required to be delivered."

(n) The Assignor, Assignee and Company hereby amend the first
paragraph of Section 12 of the Agreement by adding the section reference
"Subsection 12.01" at the beginning thereof.

(o) The Assignor, Assignee and Company hereby amend Section 12 of the
Agreement by adding to the following paragraphs at the end of such Section 12:

"Subsection 12.02. Intent of the Parties; Reasonableness.

The Purchaser and the Seller acknowledge and agree that the purpose of
Subsections 12.02 through 12.06 of this Agreement or Sections 11.24, 11.32
or 11.33 of the Servicing Addendum to this Agreement is to facilitate
compliance by the Purchaser and any Depositor with the provisions of
Regulation AB and related rules and regulations of the Commission. Neither
the Purchaser nor any Depositor shall exercise its right to request
delivery of information or other performance under these provisions other
than in good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act and the rules and regulations of the
Commission thereunder. The Seller acknowledges that interpretations of the
requirements of Regulation AB may change over time, whether due to
interpretive guidance provided by the Commission or its staff, consensus
among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agrees to comply with requests made by the
Purchaser, any Master Servicer or any Depositor in good faith for delivery
of information under these provisions on the basis of evolving
interpretations of Regulation AB. In connection with any Securitization
Transaction, the Seller shall cooperate fully with the Purchaser and any
Master Servicer to deliver to the Purchaser (including any of its assignees
or designees), any Master Servicer and any Depositor, any and all
statements, reports, certifications, records and any other information
necessary in the good faith determination of the Purchaser, the Master
Servicer or any Depositor to permit the Purchaser, such Master Servicer or
such Depositor to comply with the provisions of Regulation AB, together
with such disclosures relating to the Seller, any Subservicer, any
Third-Party Originator and the Mortgage Loans, or the servicing of the
Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be
necessary in order to effect such compliance.

Subsection 12.03. Additional Representations and Warranties of the
Seller.

(a) The Seller hereby represents to the Purchaser, to any Master
Servicer and to any Depositor, as of the date on which information is first
provided to the Purchaser, any Master Servicer or any Depositor under
Subsection 12.04 that, except as disclosed in writing to the Purchaser,
such Master Servicer or such Depositor prior to such date: (i) the Seller
is not aware and has not received notice that any default, early
amortization or other performance triggering event has occurred as to any
other securitization due to any act or failure to act of the Seller; (ii)
the Seller has not been terminated as servicer in a residential mortgage
loan securitization, either due to a servicing default or to application


14

<PAGE>

of a servicing performance test or trigger; (iii) no material noncompliance
with the applicable servicing criteria with respect to other
securitizations of residential mortgage loans involving the Seller as
servicer has been disclosed or reported by the Seller; (iv) no material
changes to the Seller's policies or procedures with respect to the
servicing function it will perform under this Agreement and any
Reconstitution Agreement for mortgage loans of a type similar to the
Mortgage Loans have occurred during the three-year period immediately
preceding the related Securitization Transaction; (v) there are no aspects
of the Seller's financial condition that could have a material adverse
effect on the performance by the Seller of its servicing obligations under
this Agreement or any Reconstitution Agreement; (vi) there are no material
legal or governmental proceedings pending (or known to be contemplated)
against the Seller, any Subservicer or any Third-Party Originator; and
(vii) there are no affiliations, relationships or transactions relating to
the Seller, any Subservicer or any Third-Party Originator with respect to
any Securitization Transaction and any party thereto identified by the
related Depositor of a type described in Item 1119 of Regulation AB.

(b) If so requested by the Purchaser, any Master Servicer or any
Depositor on any date following the date on which information is first
provided to the Purchaser, any Master Servicer or any Depositor under
Subsection 12.04, the Seller shall, within five Business Days following
such request, confirm in writing the accuracy of the representations and
warranties set forth in paragraph (a) of this Section or, if any such
representation and warranty is not accurate as of the date of such request,
provide reasonably adequate disclosure of the pertinent facts, in writing,
to the requesting party.

Subsection 12.04. Information to Be Provided by the Seller.

In connection with any Securitization Transaction the Seller shall (i)
within five Business Days following request by the Purchaser or any
Depositor, provide to the Purchaser and such Depositor (or, as applicable,
cause each Third-Party Originator and each Subservicer to provide), in
writing and in form and substance reasonably satisfactory to the Purchaser
and such Depositor, the information and materials specified in paragraphs
(a), (b), (c), (f) and (g) of this Section, and (ii) as promptly as
practicable following notice to or discovery by the Seller, provide to the
Purchaser and any Depositor (in writing and in form and substance
reasonably satisfactory to the Purchaser and such Depositor) the
information specified in paragraph (d) of this Section.

(a) If so requested by the Purchaser or any Depositor, the Seller
shall provide such information regarding (i) the Seller, as originator of
the Mortgage Loans (including as an acquirer of Mortgage Loans from a
Qualified Correspondent), or (ii) each Third-Party Originator, and (iii) as
applicable, each Subservicer, as is requested for the purpose of compliance
with Items 110