ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

This is an Assignment, Assumption and Recognition Agreement ("AAR

Agreement") made as of June 1, 2007, among Merrill Lynch Mortgage Lending, Inc.,

("Assignor"), Merrill Lynch Mortgage Investors, Inc., ("Assignee") and Wells

Fargo Bank, N.A., (the "Company").

WITNESSETH

WHEREAS, pursuant to that certain Servicing Rights Purchase and Sale

Agreement, dated as of January 1, 2007 (the "Purchase Agreement"), by and

between the Assignor and Wells Fargo Bank, the Assignor has sold, and Wells

Fargo Bank has purchased, the servicing rights related certain mortgage loans

(the "Serviced Mortgage Loans");

WHEREAS, the Company and Merrill Lynch Bank, USA ("MLBUSA"), as

purchaser, entered into the Seller's Warranties and Servicing Agreement (WFHM

Mortgage Loan Series 2006-W90), dated as of November 1, 2006 (the "Wells Fargo

Servicing Agreement"), between MLBUSA and the Company;

WHEREAS, the Company hereby agrees to service the mortgage loans

listed on Attachment 1 hereto (the "Transferred Mortgage Loans") as of the date

hereof and in accordance with the servicing provisions contained in the Wells

Fargo Servicing Agreement, as amended by this AAR Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained

herein, the parties hereto agree that the Transferred Mortgage 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 Wells Fargo

Servicing Agreement.

Assignment and Assumption

1. Assignor hereby grants, sells, transfers and assigns to Assignee all of

the right, title and interest of Assignor in the Transferred Mortgage Loans.

Notwithstanding anything to the contrary contained herein, Assignor is retaining

the right to enforce the representations and warranties made by the Company

prior to the date hereof with respect to the Transferred Mortgage Loans and the

Company.

Representations, Warranties and Covenants

2. The following representations and warranties are hereby made by the

Assignor to the Company and the Assignee as of the date hereof:

(a) Attached hereto as Attachment 2 is a true and accurate copy

of the Wells Fargo Servicing Agreement, which agreement is 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;

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(b) The Assignor was the lawful owner of the Transferred Mortgage

Loans with full right to transfer the Transferred Mortgage Loans free and

clear from any and all claims and encumbrances; and upon the transfer of

the Transferred Mortgage Loans to the Assignee as contemplated herein, the

Assignee shall have good title to each and every Transferred Mortgage Loan

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 Wells Fargo Servicing

Agreement;

(d) The Assignor has no knowledge of, and has not received notice

of, any waivers under, or any modification of, any Transferred 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 Transferred

Mortgage Loans;

(f) The Assignor 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 the Assignor's business and will not conflict with, or result in a

breach of, any of the terms, conditions or 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 AAR Agreement 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

AAR Agreement has been duly executed and delivered by the Assignor and,

upon the due authorization, execution and delivery by the Assignee and the

Company, 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 Transferred Mortgage Loans or any

interest in the Transferred Mortgage Loans, or solicited any offer to buy

or accept a transfer, pledge or other disposition of the Transferred

Mortgage Loans, or any interest in the Transferred Mortgage Loans or

otherwise approached or negotiated with respect to the Transferred Mortgage

Loans, or any interest in the Transferred Mortgage Loans with any Person in

any manner, or made any general solicitation by means of general

advertising or in any

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other manner, or taken any other action which would constitute a

distribution of the Transferred Mortgage Loans under the Securities Act of

1933, as amended (the "1933 Act") or which would render the disposition of

the Transferred Mortgage Loans a violation of Section 5 of the 1933 Act or

require registration pursuant thereto.

3. The Assignee represents, warrants and covenants with the Assignor and

the Company that:

(a) The Assignee is duly organized and is validly existing as a

corporation in good standing under the laws of the jurisdiction of its

formation and has full power and authority (corporate and other) necessary

to acquire, own or purchase the Transferred Mortgage Loans and to conduct

its business as now conducted by it and to enter into and perform its

obligations under this AAR Agreement.

(b) It has the full corporate power and authority to execute,

deliver and perform, and to enter into and consummate the transactions

contemplated by this AAR Agreement and has duly authorized by all necessary

corporate action on its part the execution, delivery and performance of

this AAR Agreement; and this AAR Agreement, assuming the due authorization,

execution and delivery hereof by the other parties hereto, constitutes its

legal, valid and binding obligation, enforceable against it in accordance

with its terms, except that (1) the enforceability hereof may be limited by

bankruptcy, insolvency, moratorium, receivership and other similar laws

relating to creditors' rights generally and (2) the remedy of specific

performance and injunctive and other forms of equitable relief may be

subject to equitable defenses and to the discretion of the court before

which any proceeding therefor may be brought and further subject to public

policy with respect to indemnity and contribution under applicable

securities law.

(c) The execution and delivery of this AAR Agreement by it, the

consummation of any other of the transactions contemplated by this AAR

Agreement, and the fulfillment of or compliance with the terms hereof are

in its ordinary course of business and will not (1) result in a material

breach of any term or provision of its charter or by-laws, (2) materially

conflict with, result in a material breach, violation or acceleration of,

or result in a material default under, the terms of any other material

agreement or instrument to which it is a party or by which it may be bound,

or (3) constitute a material violation of any statute, order or regulation

applicable to it of any court, regulatory body, administrative agency or

governmental body having jurisdiction over it; and it is not in breach or

violation of any material indenture or other material agreement or

instrument, or in violation of any statute, order or regulation of any

court, regulatory body, administrative agency or governmental body having

jurisdiction over it which breach or violation may impair its ability to

perform or meet any of its obligations under this AAR Agreement.

(d) No litigation is pending or, to the best of its knowledge,

threatened, against it that would materially and adversely affect the

execution, delivery or enforceability of this AAR Agreement or its ability

to perform any of its obligations under this AAR Agreement in accordance

with the terms hereof.

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(e) No consent, approval, authorization or order of any court or

governmental agency or body is required for its execution, delivery and

performance of, or compliance with, this AAR Agreement or the consummation

of the transactions contemplated hereby, or if any such consent, approval,

authorization or order is required, it has obtained the same.

4. The following representations, warranties and covenants are hereby made

by the Company to the Assignor and the Assignee as of the date hereof:

(a) The Company is duly organized, validly existing and in good

standing under the laws of the United States of America, and has all

requisite power and authority to service and administer the Transferred

Mortgage Loans and otherwise to perform the obligations with respect to the

Transferred Mortgage Loans set forth in the Wells Fargo Servicing

Agreement.

(b) The Company 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 the

Company's business and will not conflict with, or result in a breach of,

any of the terms, conditions or provisions of the Company's charter or

by-laws or any legal restriction, or any material agreement or instrument

to which the 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 the Company or its property is subject. The execution, delivery and

performance by the Company 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 the Company. This AAR Agreement has been

duly executed and delivered by the Company, and, upon the due

authorization, execution and delivery by the other parties hereto, will

constitute the valid and legally binding obligation of the Company,

enforceable against the Company in accordance with its terms except as

enforceability may be limited by bankruptcy, reorganization, insolvency,

moratorium or other similar laws administered by the FDIC affecting the

contract obligations of insured banks now or hereafter in effect, and by

general principles of equity regardless of whether enforceability is

considered in a proceeding in equity or at law.

(c) 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 Company in connection with the

execution, delivery or performance by the Company of this AAR Agreement, or

the consummation by it of the transactions contemplated hereby.

(d) The Company shall service the Transferred Mortgage Loans in

accordance with the terms and provisions of the Wells Fargo Servicing

Agreement, as modified by this AAR Agreement, for the exclusive benefit of

the Trustee (as defined below), on behalf of the holders of the Merrill

Lynch Alternative Note Asset Trust, Series 2007-A3, Mortgage Pass-Through

Certificates (the "Certificateholders"). The Company shall establish a

Custodial Account and an Escrow Account under the Wells Fargo

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Servicing Agreement with respect to the Transferred Mortgage Loans in favor

of the Trustee on behalf of the Certificateholders, and shall remit

collections received on the Transferred Mortgage Loans to the appropriate

account as required by the Wells Fargo Servicing Agreement. The Custodial

Account and the Escrow Account each shall be entitled "Wells Fargo Bank, N.

A., as Servicer, in trust for Wells Fargo Bank, N. A., as Securities

Administrator for Merrill Lynch Alternative Note Asset Trust, Series

2007-A3, Mortgage Pass-Through Certificates" and shall be an Eligible

Account.

(e) (1) No default or servicing related performance trigger has

occurred as to any other securitization due to any act or failure to act of

the Company; (2) except as indicated on the Company's 2006 Certification

Regarding Compliance with Applicable Servicing Criteria, no material

noncompliance with applicable servicing criteria as to any other

securitization has been disclosed or reported by the Company; (3) the

Company has not been terminated as servicer in a residential mortgage loan

securitization, either due to a servicing default or to application of a

servicing performance test or trigger; (4) no material changes to the

Company's servicing policies and procedures for similar loans has occurred

in the preceding three years; (5) there are no aspects of the Company's

financial condition that could reasonably be expected to have a material

adverse impact on the performance by the Company of its obligations

hereunder; (6) there are no legal proceedings pending, or known to be

contemplated by governmental authorities, against the Company that could be

material to investors in the securities issued; and (7) there are no

affiliations, relationships or transactions relating to the Company of a

type that are described under Item 1119 of Regulation AB (other than with

respect to the Company's affiliation with the Custodian, the Master

Servicer (as defined below) and the Securities Administrator).

Recognition of Assignee

5. From and after June 1, 2007, the Company shall recognize the Trustee, on

behalf of the Certificateholders, as owner of the Transferred Mortgage Loans and

will service the Transferred Mortgage Loans in accordance with the Wells Fargo

Servicing Agreement (as modified herein), the terms of which are incorporated

herein by reference. The Company hereby acknowledges that the Transferred

Mortgage Loans are part of a REMIC. In no event will the Company service the

Transferred 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).

The Company hereby acknowledges that the Master Servicer, acting

pursuant to the terms of the Pooling and Servicing Agreement, dated as of March

1, 2007, among Merrill Lynch Mortgage Investors, Inc., as depositor (the

"Depositor"), Wells Fargo Bank N.A., as master servicer (the "Master Servicer")

and securities administrator (the "Securities Administrator"), and HSBC Bank

USA, as trustee (the "Trustee") (the "Pooling and Servicing Agreement"), has the

right to enforce all obligations of the Company, as they relate to the

Transferred Mortgage Loans, under the Wells Fargo Servicing Agreement, as

modified by this AAR Agreement. Such right will include, without limitation, the

right to indemnification, the right to terminate the Company under the Wells

Fargo Servicing Agreement upon the occurrence

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of an Event of Default thereunder and the right to exercise certain rights of

consent and approval relating to actions taken by the Company under the Wells

Fargo Servicing Agreement. In addition, any notice required to be given by the

"Purchaser" pursuant to Section 10.01 of the Wells Fargo Servicing Agreement

shall be given by the Master Servicer. The Company further acknowledges that

pursuant to the terms of the Pooling and Servicing Agreement, the Master

Servicer is required to monitor the performance of the Company under the Wells

Fargo Servicing Agreement, as modified by this AAR Agreement. The Master

Servicer shall have the right to receive all remittances required to be made by

the Company under the Wells Fargo Servicing Agreement, the right to receive all

monthly reports and other data required to be delivered by the Company under the

Wells Fargo Servicing Agreement, as modified by this AAR Agreement, the right to

examine the books and records of the Company pertaining to the Transferred

Mortgage Loans under the Wells Fargo Servicing Agreement and the right to

indemnification under the Wells Fargo Servicing Agreement. In addition, if the

Company shall fail to remit any payment pursuant to the Wells Fargo Servicing

Agreement, as modified by this AAR Agreement, the Master Servicer shall notify

the Company of such failure as set forth in Section 10.01 of the Wells Fargo

Servicing Agreement.

6. In connection therewith, the Company hereby agrees that all remittances

required to be made with respect to the Transferred Mortgage Loans pursuant to

the Wells Fargo Servicing 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-A3, Acct# 53138700

and the Company shall deliver all reports required to be delivered under the

Wells Fargo Servicing Agreement to the Master Servicer at:

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Client Services Manager - MANA 2007-A3

It is the intention of the parties hereto that this AAR Agreement shall be

binding upon and inure to the benefit of the respective successors and assigns

of the parties hereto.

Modification of the Wells Fargo Servicing Agreement

7. In connection with the servicing and administration of the Transferred

Mortgage Loans, the Wells Fargo Servicing Agreement shall be modified as

follows:

(a) The definition of "Remittance Date" in Article I is modified

by deleting the words "immediately following" and replacing them with

"immediately preceding".

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(b) Article I is modified by 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 New York Stock Exchange or Federal Reserve is

closed or on which banking and savings and loan institutions in the

State of Maryland, State of Minnesota or State of California are

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

(c) The following definition is added to Article I:

"Prepayment Interest Shortfall: On any Remittance Date, the sum

of the differences between (a) interest actually received in a Due

Period as a result of a full principal prepayment or partial principal

prepayment or other unscheduled receipt of principal (including as a

result of a liquidation) on each Transferred Mortgage Loan as to which

such a payment is received and (b) the scheduled interest portion of

the Monthly Payment of such Transferred Mortgage Loan, adjusted to the

applicable Mortgage Loan Remittance Rate."

(d) Article III (with the Company restating as of the date hereof

each of the representations and warranties in Section 3.01) is hereby

amended as follows:

i. Section 3.01(b) shall be replaced with the following:

"The consummation of the transactions contemplated by this

Agreement are in the ordinary course of business of the Company, who

is in the business of selling and servicing loans;"

ii. Section 3.01(c) shall be replaced with the following:

"Neither the execution and delivery of this Agreement or the

transactions contemplated hereby, nor the fulfillment of or compliance

with the terms and conditions of this Agreement will conflict with or

result in a breach of any of the terms, articles of association or

by-laws or any legal restriction or any agreement or instrument to

which the Company is now a party or by which it is bound, or

constitute a default or result in the violation of any law, rule,

regulation order, judgment or decree to which the Company or its

property is subject, or impair the ability of the Purchaser to realize

on the Mortgage Loans, or impair the value of the Mortgage Loans;"

iii. Section 3.01(f) shall be replaced with the following:

"The Company does not believe, nor does it have any reason or

cause to believe, that it cannot perform each and every covenant

contained in this Agreement. The Company is solvent;"

iv. Section 3.01(h) shall be replaced with the following:

"No consent, approval, authorization or order of any court or

governmental agency or body is required for the execution, delivery

and performance by the Company

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of or compliance by the Company with this Agreement or if required,

such approval has been obtained prior to the Transfer Date (as defined

in the Purchase Agreement);"

v. Sections 3.01(i) - Selection Process, (k) - Sale Treatment and

(m) - No Broker's Fee shall be deleted in their entirety and replaced

with the following:

"[Reserved]."

(e) Section 3.02 is modified by deleting such section in its

entirety and replacing