ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

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                                                                   EXHIBIT 99.17

                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

     THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "Assignment") is
dated as of September 1, 2006, 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, Bishop's Gate Residential Mortgage Trust ("Bishop's
Gate") and Merrill Lynch Mortgage Capital, Inc. ("MLMC"), as Purchaser entered
into that certain Mortgage Loan Flow Purchase, Sale and Servicing Agreement,
dated as of March 27, 2001 (the "Purchase, Sale and Servicing Agreement"), among
MLMC, the Servicer and Bishop's Gate;

     WHEREAS, the Servicer has agreed to service those mortgage loans identified
on Exhibit A attached hereto (the "Mortgage Loans") in accordance with the
servicing provisions contained in the Purchase, Sale and Servicing Agreement;

     WHEREAS MLMC assigned its rights under the Purchase, Sale and Servicing
Agreement to Assignor pursuant to that certain Assignment Agreement dated as of
September 1, 2006 among MLMC, Assignor and the Servicer (the "MLMC AAR
Agreement"); and

     WHEREAS, the Assignor wishes to assign to Assignee all of its right, title
and interest with respect to the Mortgage Loans and all of its right, title and
interest under the Purchase, Sale and Servicing Agreement and the MLMC AAR
Agreement, 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 Purchase, Sale and Servicing Agreement and the MLMC AAR
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 have the meaning set forth in the Purchase, Sale and Servicing Agreement.

     2. 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
Purchase, Sale and Servicing Agreement and the MLMC AAR Agreement which are not
the Mortgage Loans set forth on Exhibit A attached hereto and are not the
subject of this Agreement.


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

     (a)  Attached hereto as Exhibit B are true and accurate copies of the
          Purchase, Sale and Servicing Agreement and the MLMC AAR Agreement,
          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 Purchase, Sale and Servicing
          Agreement and the MLMC AAR Agreement 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 Purchase, Sale and
          Servicing Agreement and the MLMC AAR Agreement 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 Purchase, Sale and
          Servicing Agreement or the MLMC AAR Agreement;

     (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 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


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          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 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


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          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 Purchase, Sale and Servicing Agreement and
          the MLMC AAR Agreement with respect to the Mortgage Loans listed on
          Exhibit A, including the right to enforce the obligations of the
          Servicer under the Purchase, Sale and 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 is a true and accurate copy of the
          Purchase, Sale and 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;

     (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 power and authority to service the Mortgage
          Loans and the Servicer has all requisite power and authority to
          perform its obligations under the Purchase, Sale and Servicing
          Agreement;

     (c)  The Servicer has full corporate power and authority to execute,
          deliver and


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          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 under the Purchase, Sale and Servicing Agreement
          in favor of Assignee with respect to the Mortgage Loans separate from
          the Collection Account and Escrow Account previously established under
          the Purchase, Sale and Servicing Agreement in favor of MLMC.

     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 September 1,
2006, 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 Purchase, Sale and
Servicing Agreement to:

     Wells Fargo Bank, N.A.

     9062 Old Annapolis Road


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     Columbia, Maryland 21045

     Attention: Merrill Lynch Mortgage Investors, Inc., Series 2006-AF1

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 Purchase, Sale and 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 Purchase, Sale and
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 Purchase, Sale and Servicing Agreement. Such right will include,
without limitation, the right to terminate the Servicer under the Purchase, Sale
and 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 Purchase, Sale and Servicing Agreement, the right to receive all monthly
reports and other data required to be delivered by the Servicer under the
Purchase, Sale and 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 Purchase, Sale and 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


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     For Further Credit to: MLMI 2006-AF1, Account # 50948000

     Applicable statements should be mailed to Wells Fargo Bank, National
Association, 9062 Old Annapolis Road, Columbia, Maryland, 21045, Attention:
Merrill Lynch Mortgage Investors, Inc., Series 2006-AF1.

     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
Purchase, Sale and 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 Purchase, Sale and Servicing Agreement:

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

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

          Commission: The United States Securities and Exchange Commission.

          Closing Date: September 28, 2006.

          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.

          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


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          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 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 Purchase, Sale and 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


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          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:

     "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 Trustee 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 or Fannie Mae. Eligible Accounts may bear
interest, and may include, if otherwise qualified under this definition,
accounts maintained with the Trustee."

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


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     "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.

     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
Purchase, Sale and 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 Purchase, Sale and 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 preceding
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 September 1, 2006,


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among Merrill Lynch Mortgage Lending, Inc., Merrill Lynch Mortgage Investors,
Inc. and the Servicer (or such other content and format, with respect to Exhibit
C, 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 Purchase, Sale and 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]."

     (k) The following shall be added as Section 12.12 of the Purchase, Sale and
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."

     (l) 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.

(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


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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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<PAGE>

(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, (C) such party's assessment of
compliance with the Relevant Servicing Criteria as of and for the fiscal year
covered by the most recent Form 10-K required to be filed in connection with the
Merrill Lynch Mortgage Investors Trust, Series 2006-AF1, including, if there has
been any material instance of noncompliance with the Relevant Servicing
Criteria, a discussion of each such failure and the nature and status thereof,
which assessment shall be based on the


                                                                              13

<PAGE>

activities it performs with respect to asset-backed securities transactions
taken as a whole involving such party that are backed by the same asset type as
the Mortgage Loans, and (D) a statement that a registered public accounting firm
has issued an attestation report on such party's assessment of compliance with
the Relevant Servicing Criteria as of and for such period.

(b) 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 cause, and shall cause any Subservicer or Subcontractor engaged by it to
cause (unless in the case of a Subcontractor, the Servicer has notified the
Depositor and the Master Servicer in writing that such report is not required
for the Subcontractor) a nationally or regionally recognized firm of independent
registered public accountants (who may also render other services to the
Servicer, the Master Servicer or any affiliate thereof) which is a member of the
American Institute of Certified Public Accountants to furnish a report (the
"Accountant's Attestation") to the Master Servicer, the Securities Administrator
and the Depositor to the effect that (i) it has obtained a representation
regarding certain matters from the management of such party, which includes an
assertion that such party has complied with the Relevant Servicing Criteria, and
(ii) on the basis of an examination conducted by such firm in accordance with
standards for attestation engagements issued or adopted by the Public Servicer
Accounting Oversight Board, it is expressing an opinion as to whether such
party's compliance with the Relevant Servicing Criteria was fairly stated in all
material respects, or it cannot express an overall opinion regarding such
party's assessment of compliance with the Relevant Servicing Criteria. In the
event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an
opinion. Such report must be available for general use and not contain
restricted use language. Such Accountant's 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.

In the event the Servicer or any Subservicer or Subcontractor engaged by the
Servicer is terminated, assigns its rights and duties under, or resigns pursuant
to the terms of, this Assignment, the Purchase, Sale and Servicing Agreement or
any sub-servicing agreement, as the case may be, such party shall cause a
registered public accounting firm to provide an attestation pursuant to this
Section 7A.05(b), or such other applicable agreement, notwithstanding any such
termination, assignment or resignation.

On or before March 1 of each calendar year, commencing in 2007, the Servicer
shall deliver, and cause each Subservicer and Subcontractor 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 Servicer, in the form attached hereto as Exhibit Z.

The Servicer acknowledges that the parties identified in the paragraph
immediately preceding this may rely on the certification provided by the
Servicer pursuant to such clause in signing a Sarbanes Certification and filing
such with the Commission.


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<PAGE>

Section 7A.06 Use of Subservicers and Subcontractors.

     The Servicer shall not hire or otherwise utilize the services of any
Subservicer to fulfill any of the obligations of the Servicer as servicer under
the Purchase, Sale and Servicing Agreement or this Assignment unless the
Servicer complies with the provisions of paragraph (a) of this Section. The
Servicer 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 Servicer as
servicer under the Purchase, Sale and Servicing Agreement or this Assignment
unless the Servicer complies with the provisions of paragraph (b) of this
Section.

(a) It shall not be necessary for the Servicer to seek the consent of any Master
Servicer or the Depositor to the utilization of any Subservicer. The Servicer
shall cause any Subservicer used by the Servicer (or by any Subservicer) for the
benefit of the Purchaser and the Depositor to comply with the provisions of this
Section and with Sections 7A.03, 7A.04, 7A.05 and 7A.07 of the Purchase, Sale
and Servicing Agreement to the same extent as if such Subservicer were the
Servicer and to provide the information required with respect to such
Subservicer under Section 7A.03 of this Agreement. The Servicer shall be
responsible for obtaining from each Subservicer and delivering to the Depositor
any servicer compliance statement required to be delivered by such Subservicer
under Section 7A.04, any assessment of compliance and attestation required to be
delivered by such Subservicer under Section 7A.05 and any certification required
to be delivered to the Person that will be responsible for signing the Sarbanes
Certification under Section 7A.05 as and when required to be delivered.

(b) It shall not be necessary for the Servicer to seek the consent of any Master
Servicer or the Depositor to the utilization of any Subcontractor. The Servicer
shall promptly upon request provide to any Master Servicer and the Depositor (or
any designee of the Depositor, such as an administrator) a written description
(in form and substance satisfactory to the Depositor and such Master Servicer)
of the role and function of each Subcontractor utilized by the Servicer 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 Servicer shall cause any such Subcontractor used by the
Servicer (or by any Subservicer) for the benefit of the Depositor to comply with
the provisions of Sections 7A.05 and 7A.07 of this Agreement to the same extent
as if such Subcontractor were the Servicer. The Servicer shall be responsible
for obtaining from each Subcontractor and delivering to the Depositor any
assessment of compliance and attestation and the other certifications required
to be delivered by such Subservicer and such Subcontractor under Section 7A.05,
in each case as and when required to be delivered.

Section 7A.07 Indemnification; Remedies.


                                                                              15

<PAGE>

(a) The Servicer shall indemnify and hold harmless the Depositor, the Trustee,
the Securities Administrator and the Master Servicer and each of its officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
obligations of the Servicer under Sections 7A.03, 7A.04 or 7A.05 or the
Servicer's negligence, bad faith or willful misconduct in connection therewith.
In addition, the Servicer shall indemnify and hold harmless the Depositor and
each of its officers, directors and affiliates and the Master Servicer from and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in the Annual Statement of Compliance,
the Assessment of Compliance, the Accountant's Attestation, Sarbanes
Certification, Exchange Act report disclosure or other information provided by
or on behalf of the Servicer or on behalf of any subservicer or subcontractor of
the Servicer pursuant to Sections 7A.03, 7A.04 or 7A.05 (the "Servicer
Information"), or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading;
provided, by way of clarification, that clause (ii) of this paragraph shall be
construed solely by reference to the Servicer Information and not to any other
information communicated in connection with the Certificates, without regard to
whether the Servicer Information or any portion thereof is presented together
with or separately from such other information.

     If the indemnification provided for herein is unavailable or insufficient
to hold harmless the Depositor, the Trustee, the Securities Administrator or the
Master Servicer, as applicable, then the defaulting party, in connection with
any conduct for which it is providing indemnification for under this
Section7A.07, agrees that it shall contribute to the amount paid or payable by
the other parties as a result of the losses, claims, damages or liabilities of
the other party in such proportion as is appropriate to reflect the relative
fault and the relative benefit of the respective parties.

     The indemnification provisions set forth in this Section 7A.07 shall
survive the termination of the Purchase, Sale and Servicing Agreement or the
termination of any party to this Agreement.

     The indemnity provided in this Section 7A.07 shall remain in full force and
effect regardless of any investigation made by the Master Servicer, the Trustee,
the Securities Administrator, Merrill Lynch Mortgage Investors Trust, Series
2006-AF1 or the Depositor or its representatives. The provisions of this Section
7A.07 shall survive the termination of this Agreement.

     In the case of any failure of performance described in the first sentence
of this Section, the Servicer shall promptly reimburse the Depositor and the
Master Servicer for all costs reasonably incurred by each such party in order to
obtain the information, report, certification, accountants' letter or other
material not delivered as required by the Servicer, any Subservicer or any
Subcontractor.


                                                                              16

<PAGE>

(b) (i) Any failure by the Servicer, any Subservicer or any Subcontractor to
deliver any information, report, certification, accountants' letter or other
material when and as required under this Article 7A shall, except as provided in
clause (ii) of this paragraph, immediately and automatically, without notice or
grace period, constitute an Event of Default with respect to the Servicer under
this Agreement, and shall entitle the Depositor in its sole discretion to
terminate the rights and obligations of the Servicer as servicer under this
Agreement without payment (notwithstanding anything in this Agreement to the
contrary) of any compensation to the Servicer (and if the Servicer is servicing
any of the Mortgage Loans, appoint a successor servicer reasonably acceptable to
the Master Servicer); provided that to the extent that any provision of this
Agreement expressly provides for the survival of certain rights or obligations
following termination of the Servicer as servicer, such provision shall be given
effect.

     (ii) Any failure by the Servicer, any Subservicer or any Subcontractor to
deliver any information, report, certification or accountants' letter when and
as required under Section 7A.04 or 7A.05, including any failure by the Servicer
to identify pursuant to Section 7A.06(b) any Subcontractor "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, which
continues unremedied for ten calendar days after the date on which such
information, report, certification or accountants' letter was required to be
delivered shall constitute an Event of Default with respect to the Servicer
under this Agreement, and shall entitle the Master Servicer or the Depositor, as
applicable, in its sole discretion to terminate the rights and obligations of
the Servicer as servicer under this Agreement without payment (notwithstanding
anything in this Agreement to the contrary) of any compensation to the Servicer;
provided that to the extent that any provision of this Agreement expressly
provides for the survival of certain rights or obligations following termin