ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

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                                                                   EXHIBIT 99.14

                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

          This is an Assignment, Assumption and Recognition Agreement (this "AAR
Agreement") made as of September 1, 2006, 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 September 1, 2006, 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

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               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


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               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


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               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


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               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 Mortgage
               Investors Trust


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               MLMI Series 2006-AF1 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 Mortgage Investors Trust MLMI
               Series 2006-AF1 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
September 1, 2006, 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: MLMI Series 2006-AF1, acct# 50948000


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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: MLMI 2006-AF1

     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."

          (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."


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          "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 September 1, 2006, 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."

          "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."


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          "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.

          (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


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     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 September
     1, 2006 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 September 1, 2006 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 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


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     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 2007, 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 2007,
     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 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 September 1, 2006 among Merrill
          Lynch Mortgage Lending, Inc., Merrill Lynch Mortgage Investors, Inc.,
          and the Seller;


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<PAGE>

               (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 September 1, 2006 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 September
     1, 2006 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 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


                                                                              12

<PAGE>

     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 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.


                                                                              13

<PAGE>

          (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 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


                                                                              14

<PAGE>

     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 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such
     information shall include, at a minimum:

               (i) the originator's form of organization;

               (ii) a description of the originator's origination program and
          how long the originator has been engaged in originating residential
          mortgage loans, which description shall include a discussion of the
          originator's experience in originating mortgage loans of a similar
          type as the Mortgage Loans; information regarding the size and
          composition of the originator's origination portfolio; and information
          that may be material, in the good faith judgment of the Purchaser or
          any Depositor, to an analysis of the performance of the Mortgage
          Loans, including the originators' credit-granting or underwriting
          criteria for mortgage loans of similar type(s) as the Mortgage Loans
          and such other information as the Purchaser or any


                                                                              15

<PAGE>

          Depositor may reasonably request for the purpose of compliance with
          Item 1110(b)(2) of Regulation AB;

               (iii) a description of any material legal or governmental
          proceedings that, in the good faith judgment of the Purchaser or any
          Depositor, would be material to holders of securities in a
          Securitization Transaction, pending (or known to be contemplated)
          against the Seller, each Third-Party Originator and each Subservicer;
          and

               (iv) a description of any affiliation or relationship between the
          Seller, each Third-Party Originator, each Subservicer and any of the
          following parties to a Securitization Transaction, as such parties are
          identified to the Seller by the Purchaser or any Depositor in writing
          in advance of such Securitization Transaction:

               (1)  the sponsor;

               (2)  the depositor;

               (3)  the issuing entity;

               (4)  any servicer;

               (5)  any trustee;

               (6)  any originator;

               (7)  any significant obligor;

               (8)  any enhancement or support provider; and

               (9)  any other material transaction party.

          (b) If so requested by the Purchaser or any Depositor, the Seller
     shall provide (or, as applicable, cause each Third-Party Originator to
     provide) Static Pool Information with respect to the mortgage loans (of a
     similar type as the Mortgage Loans, as reasonably identified by the
     Purchaser as provided below) serviced by the Servicer or any Third-Party
     Originator and originated by (i) the Seller, if the Seller is an originator
     of Mortgage Loans (including as an acquirer of Mortgage Loans from a
     Qualified Correspondent), and/or (ii) each Third-Party Originator. Such
     Static Pool Information shall be prepared by the Seller (or Third-Party
     Originator) on the basis of its reasonable, good faith interpretation of
     the requirements of Item 1105(a)(1)-(3) of Regulation AB for the period of
     time the Servicer (or Third-Party Originator) serviced such mortgage loans;
     provided, however, that the Servicer shall not be required to provide
     Static Pool Information with respect to mortgage loans originated prior to
     January 1, 2006 pursuant to Item 1105(f) of Regulation AB so long as the
     Servicer represents in writing to the Purchaser or any Depositor, as
     applicable, that such Static Pool Information is unknown and not available
     to the Servicer without unreasonable effort or expense. To the extent that
     there is reasonably available to the Seller (or Third-Party Originator)
     Static Pool Information with respect to more than one mortgage loan type,
     the Purchaser or any Depositor shall be entitled to specify whether some or
     all of such information shall be provided pursuant to this paragraph. The
     content of such Static Pool Information may be in the form customarily
     provided by the Seller, and need not be customized for the Purchaser or any
     Depositor. Such Information for each vintage origination year or prior
     securitized pool, as applicable, shall be presented in increments no less
     frequently than quarterly over the life


                                                                              16

<PAGE>

     of the mortgage loans included in the vintage origination year or prior
     securitized pool. The most recent periodic increment must be as of a date
     no later than 135 days prior to the date of the prospectus or other
     offering document in which the Static Pool Information is to be included or
     incorporated by reference. The Static Pool Information shall be provided in
     an electronic format that provides a permanent record of the information
     provided, such as a portable document format (pdf) file, or other such
     electronic format reasonably required by the Purchaser or the Depositor, as
     applicable.

          If so requested by the Purchaser or any Depositor, the Seller shall
     provide (or, as applicable, cause each Third-Party Originator to provide),
     at the expense of the requesting party (to the extent of any additional
     incremental expense associated with delivery pursuant to this Agreement),
     such statements and agreed-upon procedures letters of certified public
     accountants reasonably acceptable to the Purchaser or Depositor, as
     applicable, pertaining to Static Pool Information relating to prior
     securitized pools for securitizations closed on or after January 1, 2006
     or,