<PAGE>

                                                                     Exhibit 4.1

          MERRILL LYNCH MORTGAGE BACKED SECURITIES TRUST, SERIES 2007-2

                                 Issuing Entity,

                             WELLS FARGO BANK, N.A.

                            Securities Administrator

                                       and

                       HSBC BANK USA, NATIONAL ASSOCIATION

                                Indenture Trustee

                                   ----------

                                    INDENTURE

                            Dated as of June 27, 2007

                                   ----------

                        MORTGAGE LOAN ASSET-BACKED NOTES,

                                  Series 2007-2

                                   ----------

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
ARTICLE I Definitions....................................................     2
   Section 1.01  Definitions.............................................     2
   Section 1.02  Incorporation by Reference of Trust Indenture Act.......     2
   Section 1.03  Rules of Construction...................................     2
   Section 1.04  Calculations of Interest................................     3
ARTICLE II Original Issuance of Notes....................................     3
   Section 2.01  Form....................................................     3
   Section 2.02  Execution, Authentication and Delivery..................     3
ARTICLE III Covenants....................................................     4
   Section 3.01  Payment Account.........................................     4
   Section 3.02  Existence...............................................     4
   Section 3.03  Payment of Principal and Interest.......................     4
   Section 3.04  Protection of Trust Estate..............................     6
   Section 3.05  Opinions as to Trust Estate.............................     7
   Section 3.06  Performance of Obligations..............................     7
   Section 3.07  Negative Covenants......................................     8
   Section 3.08  Annual Statement as to Compliance.......................     8
   Section 3.09  [Reserved]..............................................     9
   Section 3.10  Representations and Warranties Concerning the Mortgage
                 Loans...................................................     9
   Section 3.11  Investment Company Act..................................     9
   Section 3.12  Issuing Entity May Consolidate, etc.....................     9
   Section 3.13  Successor or Transferee.................................    11
   Section 3.14  No Other Business.......................................    11
   Section 3.15  No Borrowing............................................    11
   Section 3.16  Guarantees, Loans, Monthly Advances and Other
                 Liabilities.............................................    11
   Section 3.17  Capital Expenditures....................................    11
   Section 3.18  Determination of One-Year CMT...........................    12
   Section 3.19  Restricted Payments.....................................    12
   Section 3.20  Notice of Events of Default.............................    12
</TABLE>


                                        i

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 3.21  Further Instruments and Acts............................    12
   Section 3.22  [Reserved]..............................................    12
   Section 3.23  Certain Representations Regarding the Trust Estate......    12
   Section 3.24  Allocation of Realized Losses...........................    13
   Section 3.25  Permitted Withdrawals and Transfers from the Payment
                 Account.................................................    14
ARTICLE IV The Notes; Satisfaction and Discharge of Indenture............    16
   Section 4.01  The Notes...............................................    16
   Section 4.02  Registration of and Limitations on Transfer and
                 Exchange of Notes; Appointment of Note Registrar and
                 Certificate Registrar...................................    17
   Section 4.03  Mutilated, Destroyed, Lost or Stolen Notes..............    19
   Section 4.04  Persons Deemed Owners...................................    20
   Section 4.05  Cancellation............................................    20
   Section 4.06  Form of Notes...........................................    20
   Section 4.07  Notices to Depository...................................    21
   Section 4.08  Definitive Notes........................................    21
   Section 4.09  Tax Treatment...........................................    22
   Section 4.10  Satisfaction and Discharge of Indenture.................    22
   Section 4.11  Application of Trust Money..............................    23
   Section 4.12  [Reserved]..............................................    23
   Section 4.13  Repayment of Monies Held by Paying Agent................    23
   Section 4.14  Temporary Notes.........................................    24
   Section 4.15  Representation Regarding ERISA..........................    24
ARTICLE V Default and Remedies...........................................    25
   Section 5.01  Events of Default.......................................    25
   Section 5.02  Acceleration of Maturity; Rescission and Annulment......    25
   Section 5.03  Collection of Indebtedness and Suits for Enforcement by
                 Indenture Trustee.......................................    26
   Section 5.04  Remedies; Priorities....................................    28
   Section 5.05  Optional Preservation of the Trust Estate...............    30
   Section 5.06  Limitation of Suits.....................................    30
   Section 5.07  Unconditional Rights of Noteholders To Receive Principal
                 and Interest............................................    31
   Section 5.08  Restoration of Rights and Remedies......................    31
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 5.09  Rights and Remedies Cumulative..........................    31
   Section 5.10  Delay or Omission Not a Waiver..........................    31
   Section 5.11  Control By Noteholders..................................    31
   Section 5.12  Waiver of Past Defaults.................................    32
   Section 5.13  Undertaking for Costs...................................    32
   Section 5.14  Waiver of Stay or Extension Laws........................    33
   Section 5.15  Sale of Trust Estate....................................    33
   Section 5.16  Action on Notes.........................................    34
ARTICLE VI The Indenture Trustee and The Securities Administrator........    35
   Section 6.01  Duties of Indenture Trustee and Securities
                 Administrator...........................................    35
   Section 6.02  Rights of Indenture Trustee and Securities
                 Administrator...........................................    36
   Section 6.03  Individual Rights of Indenture Trustee..................    39
   Section 6.04  [Reserved]..............................................    39
   Section 6.05  Indenture Trustee's and Securities Administrator's
                 Disclaimer..............................................    39
   Section 6.06  Notice of Event of Default..............................    39
   Section 6.07  Reports to Holders and Tax Administration...............    39
   Section 6.08  Compensation............................................    39
   Section 6.09  Replacement of Indenture Trustee and the Securities
                 Administrator...........................................    40
   Section 6.10  Successor Indenture Trustee and Securities Administrator
                 by Merger...............................................    41
   Section 6.11  Appointment of Co-Indenture Trustee or Separate
                 Indenture Trustee.......................................    42
   Section 6.12  Eligibility; Disqualification...........................    43
   Section 6.13  [Reserved]..............................................    43
   Section 6.14  Representations and Warranties..........................    43
   Section 6.15  Directions to Indenture Trustee and the Securities
                 Administrator...........................................    43
   Section 6.16  The Agents..............................................    44
ARTICLE VII Noteholders' Lists and Reports...............................    44
   Section 7.01  Issuing Entity To Furnish Securities Administrator
                 Trustee Names and Addresses of Noteholders..............    44
   Section 7.02  Preservation of Information; Communications to
                 Noteholders.............................................    44
   Section 7.03  Financial Information...................................    44
</TABLE>


                                       iii

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 7.04  Statements to Noteholders...............................    45
ARTICLE VIII Accounts, Disbursements and Releases........................    47
   Section 8.01  Collection of Money.....................................    47
   Section 8.02  Officer's Certificate...................................    47
   Section 8.03  Termination Upon Distribution to Noteholders............    47
   Section 8.04  Release of Trust Estate.................................    47
   Section 8.05  Surrender of Notes Upon Final Payment...................    48
   Section 8.06  Optional Redemption of the Mortgage Loans...............    48
ARTICLE IX Supplemental Indentures.......................................    48
   Section 9.01  Supplemental Indentures Without Consent of Noteholders..    48
   Section 9.02  Supplemental Indentures With Consent of Noteholders.....    50
   Section 9.03  Execution of Supplemental Indentures....................    51
   Section 9.04  Effect of Supplemental Indenture........................    52
   Section 9.05  Conformity with Trust Indenture Act.....................    52
   Section 9.06  Reference in Notes to Supplemental Indentures...........    52
ARTICLE X Miscellaneous..................................................    52
   Section 10.01 Compliance Certificates and Opinions, etc...............    52
   Section 10.02 Form of Documents Delivered to Indenture Trustee........    54
   Section 10.03 Acts of Noteholders.....................................    54
   Section 10.04 Notices etc., to Indenture Trustee Issuing Entity,
                 Securities Administrator and Rating Agencies............    55
   Section 10.05 Notices to Noteholders; Waiver..........................    56
   Section 10.06 Conflict with Trust Indenture Act.......................    56
   Section 10.07 Effect of Headings......................................    56
   Section 10.08 Successors and Assigns..................................    57
   Section 10.09 Separability............................................    57
   Section 10.10 Legal Holidays..........................................    57
   Section 10.11 GOVERNING LAW...........................................    57
   Section 10.12 Counterparts............................................    57
   Section 10.13 Recording of Indenture..................................    57
   Section 10.14 Issuing Entity Obligation...............................    57
   Section 10.15 No Petition.............................................    58
   Section 10.16 Inspection..............................................    58
</TABLE>


                                       iv
<PAGE>

EXHIBITS

Exhibit A-1 -- Form of Class I-A1 and Class I-A2 Notes
Exhibit A-2 -- Form of REIT-Restricted Class X-A Notes
Exhibit A-3 -- Form of REIT-Restricted Class M Notes
Exhibit A-4 -- Form of REIT-Restricted Class B Notes
Exhibit B   -- Mortgage Loan Schedule
Exhibit C   -- Form of Rule 144A Investment Representation Letter
Exhibit D   -- Form of Transferee Letter
Exhibit E   -- Form of Transferor Certificate
Exhibit F   -- Form of Transferee Letter (REIT)


                                        v

<PAGE>

Exhibit G   -- Form of Transferor Letter
Exhibit H   -- Form of Mortgage Loan Purchase Agreement
Exhibit I   -- Tax Transfer Certificate
Appendix A  -- Definitions


                                       vi

<PAGE>

                 RECONCILIATION AND TIE BETWEEN TRUST INDENTURE
                      ACT OF 1939 AND INDENTURE PROVISIONS*

Act Section   Indenture Section

<TABLE>
<CAPTION>
                                  Indenture
Trust Indenture Act Section        Section
---------------------------   -----------------
<S>                           <C>
310(a)(1)                                  6.11
................(a)(2)                      6.11
................(a)(3)                      6.10
................(a)(4)            Not Applicable
................(a)(5)                      6.11
................(b)                   6.08, 6.11
................(c)               Not Applicable
311(a).........                            6.12
................(b)                         6.12
................(c)               Not Applicable
312(a).........                   7.01, 7.02(a)
................(b)                      7.02(b)
................(c)                      7.02(c)
313(a).........                  Not Applicable
</TABLE>


                                       vii

<PAGE>

<TABLE>
<CAPTION>
                                  Indenture
Trust Indenture Act Section        Section
---------------------------   -----------------
<S>                           <C>
................(b)               Not Applicable
................(c)               Not Applicable
................(d)               Not Applicable
314(a).........                            3.10
................(b)                         3.07
................(c)(1)         8.05(c), 10.01(a)
................(c)(2)         8.05(c), 10.01(a)
................(c)(3)            Not Applicable
................(d)(1)         8.05(c), 10.01(b)
................(d)(2)         8.05(c), 10.01(b)
................(d)(3)         8.05(c), 10.01(b)
................(e)                     10.01(a)
315(a).........                         6.01(b)
................(b)                         6.05
</TABLE>


                                      viii

<PAGE>

<TABLE>
<CAPTION>
                                  Indenture
Trust Indenture Act Section        Section
---------------------------   -----------------
<S>                           <C>
................(c)                      6.01(a)
................(d)                      6.01(c)
................(d)(1)                   6.01(c)
................(d)(2)                   6.01(c)
................(d)(3)                   6.01(c)
................(e)                         5.13
316(a)(1)(A)...                            5.11
316(a)(1)(B)...                            5.12
316(a)(2)......                  Not Applicable
316(b).........                            5.07
317(a)(1)......                            5.04
317(a)(2)......                         5.03(d)
317(b).........                      3.03(a)(i)
318(a).........                           10.07
</TABLE>


                                       ix
<PAGE>

     This Indenture, dated as of June 27, 2007, is entered into among Merrill
Lynch Mortgage Backed Securities Trust, Series 2007-2, a Delaware statutory
trust, as issuing entity (the "Issuing Entity"), Wells Fargo Bank, N.A., as
Securities Administrator (the "Securities Administrator") and HSBC Bank USA,
National Association, as Indenture Trustee (the "Indenture Trustee").

                                WITNESSETH THAT:

     Each party hereto agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Issuing Entity's
Mortgage Loan Asset-Backed Notes, Series 2007-2 (the "Notes").

                                 GRANTING CLAUSE

     The Issuing Entity hereby Grants to the Indenture Trustee at the Closing
Date, as trustee for the benefit of the Holders of the Notes, a security
interest in all of the Issuing Entity's right, title and interest in and to,
whether now existing or hereafter created, (a) the Mortgage Loans and all
proceeds thereof and all rights under the Related Documents; (b) all funds on
deposit from time to time in the Master Servicer Collection Account, excluding
any investment income from such funds; (c) all funds on deposit from time to
time in the Payment Account and all proceeds thereof; (d) any REO Property; (e)
all rights under (I) the Mortgage Loan Purchase Agreement and the Assignment
Agreement as assigned to the Issuing Entity, to the extent provided in Section
2.03(a) of the Sale and Servicing Agreement, (II) the Required Insurance
Policies and any amounts paid or payable by the insurer under any Insurance
Policy (to the extent the mortgagee has a claim thereto) and (III) the rights
with respect to the Servicing Agreement as assigned to the Issuing Entity by the
Assignment Agreement; and (f) all present and future claims, demands, causes and
choses in action in respect of any or all of the foregoing and all payments on
or under, and all proceeds of every kind and nature whatsoever in respect of,
any or all of the foregoing and all payments on or under, and all proceeds of
every kind and nature whatsoever in the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, checks, deposit accounts,
rights to payment of any and every kind, and other forms of obligations and
receivables, instruments and other property which at any time constitute all or
part of or are included in the proceeds of any of the foregoing (collectively,
the "Trust Estate" or the "Collateral").

     The foregoing Grant is made in trust to secure the payment of principal of
and interest on, and any other amounts owing in respect of, the Notes, subject
to the priority set forth herein, and to secure compliance with the provisions
of this Indenture, all as provided in this Indenture.

     The Indenture Trustee, as trustee on behalf of the Holders of the Notes,
acknowledges such Grant, accepts the trust under this Indenture in accordance
with the provisions hereof and each of the Indenture Trustee and the Securities
Administrator agree to perform their respective duties as Indenture Trustee and
Securities Administrator as required herein.

<PAGE>

                                   ARTICLE I

                                  DEFINITIONS

     Section 1.01 Definitions. For all purposes of this Indenture, except as
otherwise expressly provided herein or unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the meanings assigned
to such terms in the Definitions attached hereto as Appendix A which is
incorporated by reference herein. All other capitalized terms used herein shall
have the meanings specified herein.

     Section 1.02 Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the Trust Indenture Act (the "TIA"), the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

     "Commission" means the Securities and Exchange Commission.

     "indenture securities" means the Notes.

     "indenture security holder" means a Noteholder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Indenture Trustee.

     "obligor" on the indenture securities means the Issuing Entity and any
other obligor on the indenture securities.

     All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rules have
the meanings assigned to them by such definitions.

     Section 1.03 Rules of Construction. Unless the context otherwise requires:

          (i) a term has the meaning assigned to it;

          (ii) an accounting term not otherwise defined has the meaning assigned
to it in accordance with generally accepted accounting principles as in effect
from time to time;

          (iii) "or" is not exclusive;

          (iv) "including" means including without limitation;

          (v) words in the singular include the plural and words in the plural
include the singular;

          (vi) the term "proceeds" has the meaning ascribed thereto in the UCC;
and

          (vii) any agreement, instrument or statute defined or referred to
herein or in any instrument or certificate delivered in connection herewith
means such agreement, instrument or


                                       2

<PAGE>

statute as from time to time amended, modified or supplemented and includes (in
the case of agreements or instruments) references to all attachments thereto and
instruments incorporated therein; references to a Person are also to its
permitted successors and assigns.

     Section 1.04 Calculations of Interest. All calculations of interest on the
Notes and the Class R Certificate shall be made on the basis of the actual
number of days in the Accrual Period and a year assumed to consist of 360 days.
All dollar amounts calculated hereunder shall be rounded up to the nearest penny
with one-half of one penny being rounded up.

                                   ARTICLE II

                           ORIGINAL ISSUANCE OF NOTES

     Section 2.01 Form. The Class I-A1, Class I-A2, Class X-A, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Notes, together with the
Securities Administrator's certificate of authentication, shall be in
substantially the form set forth in Exhibits A-1, A-2, A-3 and A-4 to this
Indenture, as applicable, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture.

     The Notes shall be typewritten, printed, lithographed or engraved or
produced by any combination of these methods (with or without steel engraved
borders).

     The terms of the Notes set forth in Exhibits A-1, A-2, A-3 and A-4 to this
Indenture are part of the terms of this Indenture.

     Section 2.02 Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuing Entity by an Authorized Officer. The signature
of any such Authorized Officer on the Notes may be manual or facsimile.

     Notes bearing the manual or facsimile signature of individuals who were at
any time Authorized Officers of the Issuing Entity shall bind the Issuing
Entity, notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the authentication and delivery of such Notes or did not
hold such offices at the date of such Notes.

     The Securities Administrator shall upon Issuing Entity Request authenticate
and deliver each Class of Notes for original issue in an aggregate initial
principal amount equal to the Initial Note Principal Balance or Initial Notional
Amount, as applicable, for such Class of Notes.

     Each of the Notes shall be dated the date of its authentication. The Notes
shall be issuable as registered Notes in book-entry form and shall be issuable
in the minimum initial Note Principal Balances or Note Notional Balances of
$25,000 and in integral multiples of $1 in excess thereof.

     No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose, unless there appears on such Note a certificate
of authentication substantially in the form provided for herein executed by the
Securities Administrator by the manual signature of one of its authorized
signatories, and such certificate upon any Note shall be conclusive evidence,
and the only evidence, that such Note has been duly authenticated and delivered
hereunder.


                                       3

<PAGE>

                                  ARTICLE III

                                   COVENANTS

     Section 3.01 Payment Account. (a) On or prior to the Closing Date, the
Issuing Entity shall cause the Securities Administrator to establish and
maintain, in the name of the Securities Administrator, for the benefit of the
Noteholders and the Certificate Paying Agent, on behalf of the
Certificateholders, the Payment Account.

     (b) The Securities Administrator shall, subject to the terms of this
paragraph, deposit in the Payment Account, on the same day as it is received
from the Master Servicer, each remittance received by the Securities
Administrator on each Payment Date. On each Payment Date, the Securities
Administrator shall distribute all amounts on deposit in the Payment Account in
the order of priority set forth in Section 3.03 (except as otherwise provided in
Section 5.04(b)).

     (c) All monies deposited from time to time in the Payment Account pursuant
to the Sale and Servicing Agreement and all deposits therein pursuant to this
Indenture are for the benefit of the Noteholders and the Certificate Paying
Agent, on behalf of the Certificateholders.

     Section 3.02 Existence. The Issuing Entity will keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuing Entity hereunder
is or becomes, organized under the laws of any other state or of the United
States of America, in which case the Issuing Entity will keep in full effect its
existence, rights and franchises under the laws of such other jurisdiction) and
will obtain and preserve its qualification to do business in each jurisdiction
in which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes and each other instrument or
agreement included in the Trust Estate.

     Section 3.03 Payment of Principal and Interest. (a) On each Payment Date,
and to the extent of the funds in the Payment Account available therefor, the
Available Funds will be distributed by the Securities Administrator as follows:

On each Payment Date, the Available Funds for such Payment Date will be
distributed as follows:

          (1) from the Interest Funds, to the Class A Notes, pro rata, the
     Accrued Note Interest on such classes for such Payment Date; provided,
     however, that on each Payment Date, the amount of the Accrued Note Interest
     that would otherwise be payable to the Class X-A Notes will be paid to the
     Publicly Offered Notes to the extent of any Basis Risk Shortfall Amounts
     for such Classes of Notes as of such Payment Date, pro rata, based on the
     respective Note Principal Balances thereof;

          (2) from the Interest Funds, to the Class A Notes, pro rata, any
     Accrued Note Interest thereon remaining unpaid from previous Payment Dates,
     any shortfall in available amounts being allocated to the Class A Notes in
     proportion to the amount of such Accrued Note Interest remaining unpaid for
     each such class of Notes for such Payment Date;


                                       4

<PAGE>

          (3) from the Principal Funds, to the Class I-A1 and Class I-A2 Notes,
     pro rata, in reduction of the Note Principal Balances thereof, the Senior
     Principal Payment Amount for such Payment Date, until the Note Principal
     Balance of each such Class has been reduced to zero;

          (4) the remaining Available Funds will be paid sequentially, in the
     following order, to the Class M-1, Class M-2, Class M-3, Class B-1, Class
     B-2 and Class B-3 Notes, in each case up to an amount equal to and in the
     following order: (a) the Accrued Note Interest thereon for such Payment
     Date, (b) any Accrued Note Interest thereon remaining unpaid from previous
     Payment Dates and (c) such Class' Subordinated Principal Payment Amount for
     such Payment Date, in each case to the extent of the remaining Available
     Funds; and

          (5) to the extent of any remaining Available Funds, to the Certificate
     Paying Agent for distribution to the Trust Certificates as set forth in the
     Trust Agreement.

     (b) [Reserved].

     (c) No Accrued Note Interest will be payable with respect to any Class of
Notes after the Payment Date on which the Note Principal Balance or Note
Notional Amount of such Note has been reduced to zero.

     (d) If on any Payment Date the amount of the Interest Funds is less than
the Accrued Note Interest on the Publicly Offered Notes for such Payment Date,
prior to reduction for Net Interest Shortfalls and the interest portion of
Realized Losses, the shortfall will be allocated among the holders of each Class
of Class A Notes in proportion to the respective amounts of Accrued Note
Interest that would have been allocated thereto in the absence of such Net
Interest Shortfalls and/or Realized Losses for such Payment Date.

     (e) Each distribution with respect to a Book-Entry Note shall be paid to
the Depository, as Holder thereof, and the Depository shall be responsible for
crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the Note
Owners that it represents and to each indirect participating brokerage firm (a
"brokerage firm" or "indirect participating firm") for which it acts as agent.
Each brokerage firm shall be responsible for disbursing funds to the Note Owners
that it represents. None of the Securities Administrator, the Note Registrar,
the Paying Agent, the Depositor or the Master Servicer shall have any
responsibility therefor.

     (f) On each Payment Date, the Certificate Paying Agent shall deposit in the
Certificate Distribution Account all amounts it received pursuant to this
Section 3.03 for the purpose of distributing such funds to the
Certificateholders. The Certificate Paying Agent shall make distributions to the
Certificateholders under the Trust Agreement as directed by the Securities
Administrator hereunder.

     (g) Any installment of interest or principal, if any, payable on any Note
that is punctually paid or duly provided for by the Issuing Entity on the
applicable Payment Date shall, if such Holder shall have so requested at least
five Business Days prior to the related Record Date, be paid to each Holder of
record on the preceding Record Date, by wire transfer to an


                                       5

<PAGE>

account specified in writing by such Holder as of the preceding Record Date or
in all other cases or if no such instructions have been delivered to the
Securities Administrator, by check to such Noteholder mailed to such Holder's
address as it appears in the Note Register in the amount required to be
distributed to such Holder on such Payment Date pursuant to such Holder's Notes;
provided, however, that the Securities Administrator shall not pay to such
Holders any amount required to be withheld from a payment to such Holder by the
Code.

     (h) The Note Principal Balance of each Note shall be due and payable in
full on the Final Scheduled Payment Date for such Note as provided in the forms
of Note set forth in Exhibits A-1, A-2, A-3 and A-4 to this Indenture. All
principal payments on the Notes shall be made to the Noteholders entitled
thereto in accordance with the Percentage Interests represented by such Notes.
Upon notice to the Securities Administrator by the Issuing Entity, the
Securities Administrator shall notify the Person in whose name a Note is
registered at the close of business on the Record Date preceding the Final
Scheduled Payment Date or other final Payment Date (including any final Payment
Date resulting from any redemption pursuant to Section 8.06 hereof). Such notice
shall to the extent practicable be mailed no later than five Business Days prior
to such Final Scheduled Payment Date or other final Payment Date and shall
specify that payment of the principal amount and any interest due with respect
to such Note at the Final Scheduled Payment Date or other final Payment Date
will be payable only upon presentation and surrender of such Note and shall
specify the place where such Note may be presented and surrendered for such
final payment. No interest shall accrue on the Notes on or after the Final
Scheduled Payment Date or any such other final Payment Date.

     Section 3.04 Protection of Trust Estate. (a) The Issuing Entity will from
time to time prepare, execute and deliver all such supplements and amendments
hereto and all such financing statements, continuation statements, instruments
of further assurance and other instruments, and will take such other action
necessary or advisable to:

          (i) maintain or preserve the lien and security interest (and the
priority thereof) of this Indenture or carry out more effectively the purposes
hereof;

          (ii) perfect, publish notice of or protect the validity of any Grant
made or to be made by this Indenture;

          (iii) cause the Issuing Entity or the Indenture Trustee to enforce any
of the rights to the Mortgage Loans; or

          (iv) preserve and defend title to the Trust Estate and the rights of
the Indenture Trustee and the Noteholders in such Trust Estate against the
claims of all persons and parties.

     (b) Except as otherwise provided in this Indenture, the Indenture Trustee
shall not remove any portion of the Trust Estate that consists of money or is
evidenced by an instrument, certificate or other writing from the jurisdiction
in which it was held at the date of the most recent Opinion of Counsel delivered
pursuant to Section 3.05 hereof (or from the jurisdiction in which it was held
as described in the Opinion of Counsel delivered on the Closing Date pursuant to
Section 3.05(a) hereof, if no Opinion of Counsel has yet been delivered pursuant
to Section 3.05(b) hereof), unless the Indenture Trustee shall have first
received an Opinion of


                                       6

<PAGE>

Counsel to the effect that the lien and security interest created by this
Indenture with respect to such property will continue to be maintained after
giving effect to such action or actions.

     The Issuing Entity hereby designates the Indenture Trustee its agent and
attorney-in-fact to sign any financing statement, continuation statement or
other instrument required to be signed pursuant to this Section 3.04 upon the
Issuing Entity's preparation thereof and delivery to the Indenture Trustee.

     Section 3.05 Opinions as to Trust Estate. (a) On the Closing Date, the
Issuing Entity shall furnish to the Indenture Trustee and the Owner Trustee an
Opinion of Counsel either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording and filing of this
Indenture, any indentures supplemental hereto, and any other requisite
documents, and with respect to the execution and filing of any financing
statements and continuation statements, as are necessary to perfect and make
effective the lien and first priority security interest in the Collateral and
reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such lien and first priority
security interest effective.

     (b) On or before December 31st in each calendar year, beginning in 2007,
the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel
at the expense of the Issuing Entity either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
rerecording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and with respect to the execution and filing
of any financing statements and continuation statements as is necessary to
maintain the lien and security interest in the Collateral and reciting the
details of such action or stating that in the opinion of such counsel no such
action is necessary to maintain such lien and security interest. Such Opinion of
Counsel shall also describe the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest in the Collateral until December 31
in the following calendar year. Notwithstanding anything to the contrary
contained herein or in the Basic Documents, the Indenture Trustee shall have no
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder.

     Section 3.06 Performance of Obligations. (a) The Issuing Entity will
punctually perform and observe all of its obligations and agreements contained
in this Indenture, the Basic Documents and in the instruments and agreements
included in the Trust Estate.

     (b) The Issuing Entity may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee in an Officer's Certificate of
the Issuing Entity shall be deemed to be action taken by the Issuing Entity.

     (c) The Issuing Entity will not take any action or permit any action to be
taken by others that would release any Person from any of such Person's
covenants or obligations under any of the documents relating to the Mortgage
Loans or under any instrument included in the


                                       7

<PAGE>

Trust Estate, or that would result in the amendment, hypothecation,
subordination, termination or discharge of, or impair the validity or
effectiveness of, any of the documents relating to the Mortgage Loans or any
such instrument, except such actions as the Master Servicer is expressly
permitted to take in the Servicing Agreement.

     (d) The Issuing Entity may retain an administrator and may enter into
contracts with other Persons for the performance of the Issuing Entity's
obligations hereunder, and performance of such obligations by such Persons shall
be deemed to be performance of such obligations by the Issuing Entity.

     Section 3.07 Negative Covenants. So long as any Notes are Outstanding, the
Issuing Entity shall not:

          (i) except as expressly permitted by this Indenture, sell, transfer,
exchange or otherwise dispose of the Trust Estate.

          (ii) claim any credit on, or make any deduction from the principal or
interest payable in respect of, the Notes (other than amounts properly withheld
from such payments under the Code) or assert any claim against any present or
former Noteholder, by reason of the payment of the taxes levied or assessed upon
any part of the Trust Estate;

          (iii) (A) permit the validity or effectiveness of this Indenture to be
impaired, or permit the lien of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released from
any covenants or obligations with respect to the Notes under this Indenture
except as may be expressly permitted hereby, (B) permit any lien, charge,
excise, claim, security interest, mortgage or other encumbrance (other than the
lien of this Indenture) to be created on or extend to or otherwise arise upon or
burden the Trust Estate or any part thereof or any interest therein or the
proceeds thereof or (C) permit the lien of this Indenture not to constitute a
valid first priority security interest in the Trust Estate; or

          (iv) waive or impair, or fail to assert rights under, the Mortgage
Loans, or impair or cause to be impaired the Issuing Entity's interest in the
Mortgage Loans, the Mortgage Loan Purchase Agreement, the Assignment Agreement
or in any Basic Document, if any such action would materially and adversely
affect the interests of the Noteholders.

     Section 3.08 Annual Statement as to Compliance. The Issuing Entity will
deliver to the Indenture Trustee, by March 1 of each year commencing with the
calendar year 2008, an Officer's Certificate stating, as to the Authorized
Officer signing such Officer's Certificate, that:

          (i) a review of the activities of the Issuing Entity during the
previous calendar year and of its performance under this Indenture and the Trust
Agreement has been made under such Authorized Officer's supervision; and

          (ii) to the best of such Authorized Officer's knowledge, based on such
review, the Issuing Entity has complied with all conditions and covenants under
this Indenture and the provisions of the Trust Agreement throughout such year,
or, if there has been a default in its compliance with any such condition or
covenant, specifying each such default known to such Authorized Officer and the
nature and status thereof.


                                       8

<PAGE>

     Section 3.09 [Reserved].

     Section 3.10 Representations and Warranties Concerning the Mortgage Loans.
The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the
representations and warranties made by the Seller or assigned by the Seller to
the Depositor in the Sale and Servicing Agreement concerning the Mortgage Loans
and the right to enforce the remedies against the Seller provided in such
Section 5 or Section 7 to the same extent as though such representations and
warranties were made directly to the Indenture Trustee. If a Responsible Officer
of the Indenture Trustee has actual knowledge of any breach of any
representation or warranty made by the Seller in the Sale and Servicing
Agreement, the Indenture Trustee shall promptly notify the Seller of such
finding and of the Seller's obligation to cure such defect or repurchase or
substitute for the related Mortgage Loan.

     Section 3.11 Investment Company Act. The Issuing Entity shall not become an
"investment company" or be under the "control" of an "investment company" as
such terms are defined in the Investment Company Act of 1940, as amended (or any
successor or amendatory statute), and the rules and regulations thereunder
(taking into account not only the general definition of the term "investment
company" but also any available exceptions to such general definition);
provided, however, that the Issuing Entity shall be in compliance with this
Section 3.11 if it shall have obtained an order exempting it from regulation as
an "investment company" so long as it is in compliance with the conditions
imposed in such order.

     Section 3.12 Issuing Entity May Consolidate, etc. (a) The Issuing Entity
shall not consolidate or merge with or into any other Person, unless:

          (i) the Person (if other than the Issuing Entity) formed by or
surviving such consolidation or merger shall be (1) a Person organized and
existing under the laws of the United States of America or any state or the
District of Columbia and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Indenture Trustee, in form reasonably
satisfactory to the Indenture Trustee, the due and punctual payment of the
principal of and interest on all Notes, and all amounts payable to the Indenture
Trustee and the Securities Administrator, the payment to the Certificate Paying
Agent of all amounts due to the Certificateholders, and the performance or
observance of every agreement and covenant of this Indenture on the part of the
Issuing Entity to be performed or observed, all as provided herein and (2) a
real estate investment trust ("REIT") within the meaning of Section 856(a) of
the Code or a qualified REIT subsidiary ("QRS") within the meaning of Section
856(i) of the Code or an entity disregarded as an entity separate from a REIT or
a QRS;

          (ii) immediately after giving effect to such transaction, no Default
or Event of Default shall have occurred and be continuing;

          (iii) each of the Rating Agencies shall have notified the Issuing
Entity that such transaction shall not cause the rating of the Notes to be
reduced, qualified, suspended or withdrawn or to be considered by either Rating
Agency to be below investment grade;

          (iv) the Issuing Entity shall have received an Opinion of Counsel (and
shall have delivered a copy thereof to the Indenture Trustee and the Securities
Administrator) to the effect that such transaction will not (A) result in a
"substantial modification" of the Class A


                                       9

<PAGE>

Notes or any other Classes of Notes with respect to which a "will be debt"
opinion has been rendered by nationally recognized tax counsel and furnished to
the Securities Administrator under Treasury Regulation Section 1.1001-3, or
adversely affect the indebtedness status of such Notes, and (B) cause the Trust
to be subject to an entity level tax for federal income tax purposes;

          (v) any action that is necessary to maintain the lien and security
interest created by this Indenture shall have been taken;

          (vi) the Issuing Entity shall have delivered to the Indenture Trustee
an Officer's Certificate and an Opinion of Counsel each stating that such
consolidation or merger and such supplemental indenture comply with this Article
III and that all conditions precedent herein provided for or relating to such
transaction have been complied with (including any filing required by the
Exchange Act), and that such supplemental indenture is enforceable.

     (b) The Issuing Entity shall not convey or transfer any of its properties
or assets, including those included in the Trust Estate, to any Person, unless:

          (i) the Person that acquires by conveyance or transfer the properties
and assets of the Issuing Entity, the conveyance or transfer of which is hereby
restricted, shall (A) be a United States citizen or a Person organized and
existing under the laws of the United States of America or any state thereof,
(B) expressly assume, by an indenture supplemental hereto, executed and
delivered to the Indenture Trustee, in form satisfactory to the Indenture
Trustee, the due and punctual payment of the principal of and interest on all
Notes and the performance or observance of every agreement and covenant of this
Indenture on the part of the Issuing Entity to be performed or observed, all as
provided herein, (C) expressly agree by means of such supplemental indenture
that all right, title and interest so conveyed or transferred shall be subject
and subordinate to the rights of the Holders of the Notes, (D) unless otherwise
provided in such supplemental indenture, expressly agree to indemnify, defend
and hold harmless the Issuing Entity and the Indenture Trustee against and from
any loss, liability or expense arising under or related to this Indenture and
the Notes and (E) expressly agree by means of such supplemental indenture that
such Person (or if a group of Persons, then one specified Person) shall make all
filings with the Commission (and any other appropriate Person) required by the
Exchange Act in connection with the Notes;

          (ii) immediately after giving effect to such transaction, no Default
or Event of Default shall have occurred and be continuing;

          (iii) each of the Rating Agencies shall have notified the Issuing
Entity that such transaction shall not cause the ratings of the Notes to be
reduced, qualified, suspended or withdrawn;

          (iv) the Issuing Entity shall have received an Opinion of Counsel (and
shall have delivered a copy thereof to the Indenture Trustee) to the effect that
such transaction will not (A) result in a "substantial modification" of the
Class A Notes or any other Classes of Notes with respect to which a "will be
debt" opinion has been rendered by nationally recognized tax counsel and
furnished to the Securities Administrator under Treasury Regulation Section
1.1001-3, or


                                       10

<PAGE>

adversely affect the indebtedness status of such Notes and (B) cause the Trust
to be subject to an entity level tax for federal income tax purposes;

          (v) any action that is necessary to maintain the lien and security
interest created by this Indenture shall have been taken;

          (vi) the Issuing Entity shall have delivered to the Indenture Trustee
an Officer's Certificate and an Opinion of Counsel each stating that such
conveyance or transfer and such supplemental indenture comply with this Article
III and that all conditions precedent herein provided for relating to such
transaction have been complied with (including any filing required by the
Exchange Act).

     Section 3.13 Successor or Transferee. (a) Upon any consolidation or merger
of the Issuing Entity in accordance with Section 3.12(a), the Person formed by
or surviving such consolidation or merger (if other than the Issuing Entity)
shall, following the Issuing Entity's satisfaction of all of the conditions
precedent set forth therein with respect thereto, succeed to, and be substituted
for, and may exercise every right and power of, the Issuing Entity under this
Indenture with the same effect as if such Person had been named as the Issuing
Entity herein.

     (b) Upon a conveyance or transfer of all the assets and properties of the
Issuing Entity pursuant to Section 3.12(b), the Issuing Entity, following its
satisfaction of all of the conditions precedent set forth herein with respect
thereto, will be released from every covenant and agreement of this Indenture to
be observed or performed on the part of the Issuing Entity with respect to the
Notes immediately upon the delivery of written notice to the Indenture Trustee
of such conveyance or transfer.

     Section 3.14 No Other Business. The Issuing Entity shall not engage in any
business other than as set forth with respect thereto in the Trust Agreement and
other than financing, purchasing, owning and selling and managing the Mortgage
Loans and the issuance of the Certificates in the manner contemplated by this
Indenture and the Basic Documents and all activities incidental thereto.

     Section 3.15 No Borrowing. The Issuing Entity shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes under this Indenture.

     Section 3.16 Guarantees, Loans, Monthly Advances and Other Liabilities.
Except as contemplated by this Indenture or the Basic Documents, the Issuing
Entity shall not make any loan or advance or credit to, or guarantee (directly
or indirectly or by an instrument having the effect of assuring another's
payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or own,
purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.

     Section 3.17 Capital Expenditures. The Issuing Entity shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).


                                       11

<PAGE>

     Section 3.18 Determination of One-Year CMT. On each Interest Determination
Date, the Securities Administrator will determine One-Year CMT for the related
Accrual Period based on the weekly average yield on U.S. Treasury securities
adjusted to a constant maturity of one year as reported in the Release on such
Interest Determination Date or, if not so available, as most recently available
immediately prior to such Interest Determination Date.

     The establishment of One-Year CMT on each Interest Determination Date by
the Securities Administrator and the Securities Administrator's calculation of
the rate of interest applicable to the related Class of Notes for the related
Accrual Period shall (in the absence of manifest error) be final and binding.

     Section 3.19 Restricted Payments. The Issuing Entity shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuing Entity or otherwise with respect to any ownership or equity interest or
security in or of the Issuing Entity, (ii) redeem, purchase, retire or otherwise
acquire for value any such ownership or equity interest or security or (iii) set
aside or otherwise segregate any amounts for any such purpose; provided,
however, that the Issuing Entity may make, or cause to be made, (x)
distributions and payments to the Owner Trustee, the Indenture Trustee, the
Securities Administrator, the Master Servicer, the Servicer, the Certificate
Registrar, the Certificate Paying Agent, the Noteholders and the
Certificateholders as contemplated by, and to the extent funds are available for
such purpose under this Indenture and the Basic Documents and (y) payments to
the Master Servicer and the Servicer pursuant to the terms of the Sale and
Servicing Agreement and the Servicing Agreement. The Issuing Entity will not,
directly or indirectly, make payments to or distributions from the Master
Servicer Collection Account or the Payment Account except in accordance with
this Indenture and the Basic Documents.

     Section 3.20 Notice of Events of Default. The Issuing Entity shall give the
Indenture Trustee, the Securities Administrator and each Rating Agency prompt
written notice of each Event of Default hereunder.

     Section 3.21 Further Instruments and Acts. Upon request of the Indenture
Trustee, the Issuing Entity will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.

     Section 3.22 [Reserved].

     Section 3.23 Certain Representations Regarding the Trust Estate.

     (a) With respect to that portion of the Collateral described in clauses (a)
through (c) of the definition of Trust Estate, the Issuing Entity represents to
the Indenture Trustee that:

          (i) This Indenture creates a valid and continuing security interest
(as defined in the applicable UCC) in the Collateral in favor of the Indenture
Trustee, which security interest is prior to all other liens, and is enforceable
as such as against creditors of and purchasers from the Issuing Entity.

          (ii) The Collateral constitutes "deposit accounts," "instruments" or
"certificated securities," as applicable within the meaning of the applicable
UCC.


                                       12

<PAGE>

          (iii) The Issuing Entity owns and has good and marketable title to the
Collateral, free and clear of any lien, claim or encumbrance of any Person.

          (iv) The Issuing Entity has caused or will have caused, within ten
days of the Closing Date, the filing of all appropriate financing statements in
the proper filing office in the appropriate jurisdictions under applicable law
in order to perfect the security interest in the Collateral granted to the
Indenture Trustee hereunder.

          (v) Other than the security interest granted to the Indenture Trustee
pursuant to this Indenture, the Issuing Entity has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the Collateral. The
Issuing Entity has not authorized the filing of and is not aware of any
financing statements against the Issuing Entity that include a description of
collateral covering the Collateral other than any financing statement relating
to the security interest granted to the Indenture Trustee hereunder or that has
been terminated.

          (vi) The Collateral is not in the name of any Person other than the
Issuing Entity or the Indenture Trustee. The Issuing Entity has in its
possession all original copies of the security certificates that constitute or
evidence the Collateral. The security certificates that constitute or evidence
the Collateral do not have any marks or notations indicating that they have been
pledged, assigned or otherwise conveyed to any Person other than the Indenture
Trustee. The Issuing Entity has not consented to the bank maintaining the
Collateral to comply with instructions of any Person other than the Indenture
Trustee.

     Section 3.24 Allocation of Realized Losses. (a) On or prior to each Payment
Date, the Master Servicer shall determine, based solely on information provided
to it by the Servicer the amount of any Realized Loss in respect of each
Mortgage Loan that occurred during the immediately preceding calendar month.

     (b) With respect to any Notes on any Payment Date, the principal portion of
each Realized Loss on a Mortgage Loan shall be allocated as follows:

     first, to the Class B-3 Notes until the Note Principal Balance thereof has
been reduced to zero;

     second, to the Class B-2 Notes until the Note Principal Balance thereof has
been reduced to zero;

     third, to the Class B-1 Notes until the Note Principal Balance thereof has
been reduced to zero;

     fourth, to the Class M-3 Notes until the Note Principal Balance thereof has
been reduced to zero;

     fifth, to the Class M-2 Notes until the Note Principal Balance thereof has
been reduced to zero;

     sixth, to the Class M-1 Notes until the Note Principal Balance thereof has
been reduced to zero;


                                       13

<PAGE>

     seventh, to the Class I-A2 Notes until the Note Principal Balance thereof
has been reduced to zero; and

     eighth, to the Class I-A1 Notes until the Note Principal Balance thereof
has been reduced to zero.

     (c) Notwithstanding the foregoing clause (b), no such allocation of any
Realized Loss shall be made on a Payment Date to any Class or Classes of Notes
to the extent that such allocation would result in the reduction of the
aggregate Note Principal Balance of all of the Classes of Notes as of such
Payment Date, after giving effect to all distributions and prior allocations of
Realized Losses on such date, to an amount less than the aggregate Scheduled
Principal Balance of the Mortgage Loans as of the related Due Date (such
limitation, the "Loss Allocation Limitation").

     (d) The principal portion of any Realized Losses allocated to a Class of
Notes shall be allocated among the Notes of such Class in proportion to their
respective Note Principal Balances. Any allocation of Realized Losses shall be
accomplished by reducing the Note Principal Balance of the Notes on the related
Payment Date.

     (e) Realized Losses shall be allocated on the Payment Date in the month
following the month in which such loss was incurred and, in the case of the
principal portion thereof, after giving effect to distributions made on such
Payment Date.

     (f) [Reserved].

     (g) The interest portion of any Realized Losses with respect to the
Mortgage Loans will be allocated to the Notes in the same order and manner as
set forth in subsection (b) of this Section 3.24.

     (h) In addition, in the event that the Securities Administrator receives
any Subsequent Recoveries from the Servicer or Master Servicer, the Securities
Administrator shall deposit such funds into the Payment Account pursuant to
Section 3.01 of this Indenture. If, after taking into account such Subsequent
Recoveries, the amount of a Realized Loss is reduced, the amount of such
Subsequent Recoveries will be applied to increase the Note Principal Balance of
the Notes with the highest payment priority to which Realized Losses have been
allocated, but not by more than the amount of Realized Losses previously
allocated to that Class or Classes of Notes pursuant to this Section 3.24. The
amount of any Subsequent Recoveries following the application set forth in the
immediately preceding sentence will be applied to sequentially increase the Note
Principal Balance of the Notes, beginning with the Class of Notes with the next
highest payment priority, up to the amount of such Realized Losses previously
allocated to such Class or Classes of Notes pursuant to this Section 3.24.
Holders of such Notes will not be entitled to any payments in respect of Accrued
Note Interest on the amount of such increases for any Interest Accrual Period
preceding the Payment Date on which such increase occurs. Any such increases
shall be applied to the Note Principal Balance of the Notes of such Class in
accordance with its respective Percentage Interest.

     Section 3.25 Permitted Withdrawals and Transfers from the Payment Account.
(a) The Securities Administrator will, from time to time on demand of the Master
Servicer, make or cause to be made such withdrawals or transfers from the
Payment Account as the Master


                                       14

<PAGE>

Servicer has designated for such transfer or withdrawal pursuant to the Sale and
Servicing Agreement or as the Securities Administrator has instructed hereunder
for the following purposes (limited in the case of amounts due the Master
Servicer to those not withdrawn from the Master Servicer Collection Account) but
not in any order of priority:

          (i) to reimburse the Master Servicer or the Servicer for any Monthly
Advance of its own funds, the right of the Master Servicer or the Servicer to
reimbursement pursuant to this subclause (i) being limited to amounts received
on a particular Mortgage Loan (including, for this purpose, the Repurchase Price
therefor, Insurance Proceeds and Liquidation Proceeds) which represent late
payments or recoveries of the principal of or interest on such Mortgage Loan
respecting which such Monthly Advance was made;

          (ii) to reimburse the Master Servicer or the Servicer from Insurance
Proceeds or Liquidation Proceeds relating to a particular Mortgage Loan for
amounts expended by the Master Servicer or the Servicer in good faith in
connection with the restoration of the related Mortgaged Property which was
damaged by an Uninsured Cause or in connection with the liquidation of such
Mortgage Loan;

          (iii) to reimburse the Master Servicer or the Servicer from Insurance
Proceeds relating to a particular Mortgage Loan for insured expenses incurred
with respect to such Mortgage Loan and to reimburse the Master Servicer or the
Servicer from Liquidation Proceeds from a particular Mortgage Loan for
Liquidation Expenses incurred with respect to such Mortgage Loan; provided that
the Master Servicer shall not be entitled to reimbursement for Liquidation
Expenses with respect to a Mortgage Loan to the extent that (i) any amounts with
respect to such Mortgage Loan were paid as Excess Liquidation Proceeds pursuant
to clause (viii) of this Subsection 3.25 (a) to the Master Servicer; and (ii)
such Liquidation Expenses were not included in the computation of such Excess
Liquidation Proceeds;

          (iv) to reimburse the Master Servicer or the Servicer for advances of
funds (other than Monthly Advances) made with respect to the Mortgage Loans, and
the right to reimbursement pursuant to this subclause being limited to amounts
received on the related Mortgage Loan (including, for this purpose, the
Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which
represent late recoveries of the payments for which such advances were made;

          (v) to reimburse the Master Servicer or the Servicer for any Monthly
Advance or advance, after a Realized Loss has been allocated with respect to the
related Mortgage Loan if the Monthly Advance or advance has not been reimbursed
pursuant to clauses (i) and (iv);

          (vi) to pay the Master Servicer as set forth in Section 3.13 of the
Sale and Servicing Agreement; provided however, that the Master Servicer shall
be obligated to pay from its own funds any amounts which it is required to pay
under Section 5.03 of the Sale and Servicing Agreement;

          (vii) to reimburse the Master Servicer for expenses, costs and
liabilities incurred by and reimbursable to it pursuant to Sections 3.02,
5.04(c) and (d) of the Sale and Servicing Agreement, to the extent that the
Master Servicer has not already reimbursed itself for such amounts from the
Master Servicer Collection Account;


                                       15

<PAGE>

          (viii) to pay to the Master Servicer, as additional servicing
compensation, any Excess Liquidation Proceeds to the extent not retained by the
Servicer;

          (ix) to reimburse or pay the Servicer any such amounts as are due
thereto under the Servicing Agreement and have not been retained by or paid to
the Servicer, to the extent provided in the Servicing Agreement;

          (x) to reimburse or pay the Indenture Trustee, the Owner Trustee, the
Securities Administrator and the Master Servicer any amounts due or expenses,
costs and liabilities incurred by or reimbursable to such Persons pursuant to
this Indenture or any other Basic Documents, to the extent such amounts have not
already been previously paid or reimbursed to such party from the Master
Servicer Collection Account;

          (xi) to remove amounts deposited in error; and

          (xii) to pay to the Holder of the Trust Certificates any investment
income due and payable to it pursuant to this Indenture.

                                   ARTICLE IV

               THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

     Section 4.01 The Notes. Each Class of Notes shall be registered in the name
of a nominee designated by the Depository. Beneficial Owners will hold interests
in the Notes through the book-entry facilities of the Depository in minimum
initial Note Principal Balances or Note Notional Balances of $25,000 and
integral multiples of $1 in excess thereof.

     The Indenture Trustee and Securities Administrator may for all purposes
(including the making of payments due on the Notes) deal with the Depository as
the authorized representative of the Beneficial Owners with respect to the Notes
for the purposes of exercising the rights of Holders of the Notes hereunder.
Except as provided in the next succeeding paragraph of this Section 4.01, the
rights of Beneficial Owners with respect to the Notes shall be limited to those
established by law and agreements between such Beneficial Owners and the
Depository and Depository Participants. Except as provided in Section 4.08
hereof, Beneficial Owners shall not be entitled to definitive certificates for
the Notes as to which they are the Beneficial Owners. Requests and directions
from, and votes of, the Depository as Holder of the Notes shall not be deemed
inconsistent if they are made with respect to different Beneficial Owners. The
Securities Administrator may establish a reasonable record date in connection
with solicitations of consents from or voting by Noteholders and give notice to
the Depository of such record date. Without the consent of the Issuing Entity
and the Securities Administrator, no Note may be transferred by the Depository
except to a successor Depository that agrees to hold such Note for the account
of the Beneficial Owners.

     In the event the Depository Trust Company resigns or is removed as
Depository, the Depositor may appoint a successor Depository. If no successor
Depository has been appointed within 30 days of the effective date of the
Depository's resignation or removal, each Beneficial Owner shall be entitled to
certificates representing the Notes it beneficially owns in the manner
prescribed in Section 4.08.


                                       16

<PAGE>

     The Notes shall, on original issue, be executed on behalf of the Issuing
Entity by the Securities Administrator, not in its individual capacity but
solely as Securities Administrator, authenticated by the Securities
Administrator and delivered by the Securities Administrator on behalf of the
Owner Trustee to or upon the order of the Issuing Entity.

     Section 4.02 Registration of and Limitations on Transfer and Exchange of
Notes; Appointment of Note Registrar and Certificate Registrar. The Issuing
Entity shall cause to be kept at the Corporate Trust Office of the Securities
Administrator a Note Register in which, subject to such reasonable regulations
as it may prescribe, the Note Registrar shall provide for the registration of
Notes and of transfers and exchanges of Notes as herein provided.

     Subject to the restrictions and limitations set forth below, upon surrender
for registration of transfer of any Note at the Corporate Trust Office of the
Securities Administrator, the Issuing Entity shall execute and the Note
Registrar shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes in authorized initial Note
Principal Balances evidencing the same Class and aggregate Percentage Interests.

     No transfer, sale, pledge or other disposition of any Privately Offered
Note or interest therein shall be made unless that transfer, sale, pledge or
other disposition is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws, or
is otherwise made in accordance with the Securities Act and such state
securities laws. If a transfer of any Privately Offered Note is to be made
without registration under the Securities Act (other than in connection with the
initial issuance thereof or a transfer thereof to the Depositor or one of its
Affiliates), then the Note Registrar shall refuse to register such transfer
unless (i) it receives (and upon receipt, may conclusively rely upon) a
certificate substantially in the form attached as Exhibit C hereto (provided,
however, that in the case of the Book-Entry Notes, the Noteholder and the
Noteholder's prospective transferee will be deemed to have made the
representations set forth in such certification and the Note Registrar will not
be required to receive such certification) or (ii) (a) it receives a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Note Registrar and the Securities Administrator that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from the Securities Act and any applicable state securities laws or is
being made pursuant to the Securities Act and any applicable state securities
laws, which Opinion of Counsel shall not be an expense of the Issuing Entity,
the Seller, the Owner Trustee, the Indenture Trustee, the Securities
Administrator, the Master Servicer or the Servicer and (b) the transferee
executes a representation letter, substantially in the form of Exhibit D
attached hereto, and transferor executes a representation letter, substantially
in the form of Exhibit E hereto, each acceptable to and in form and substance
satisfactory to the Note Registrar and the Securities Administrator certifying
the facts surrounding such transfer, which representation letters shall not be
an expense of the Issuing Entity, the Seller, the Owner Trustee, the Indenture
Trustee, the Securities Administrator, the Master Servicer or the Servicer. None
of the Issuing Entity, the Depositor, the Indenture Trustee, the Securities
Administrator or the Note Registrar is obligated to register or qualify any
Notes under the Securities Act or any other securities law or to take any action
not otherwise required under this Indenture to permit the transfer of any Note
or interest therein without registration or qualification. Any Noteholder
desiring to effect a transfer of Notes or interests therein shall, and does
hereby agree to, indemnify the Issuing Entity, the Sponsor, the Depositor, the
Owner Trustee, the Indenture Trustee, the Securities Administrator and the Note
Registrar against any liability that may result


                                       17

<PAGE>

if the transfer is not so exempt or is not made in accordance with such federal
and state laws or in accordance with any restrictions on transfer set forth in
this Indenture. Notwithstanding the foregoing, the provisions of this paragraph
shall not apply to the initial transfer of the Notes to the Depositor or any
Affiliate thereof.

     No transfer, sale, pledge or other disposition of any Class I-A1 or Class
I-A2 Note or Privately Offered Notes (other than (A) (i) an Initial Transfer of
a Class I-A1 or Class I-A2 Note with respect to which (x) a certificate
substantially in the form of Exhibit I hereto (a "Tax Transfer Certificate") has
been furnished to the Securities Administrator or (y) a "will be debt" opinion
has been rendered by nationally recognized tax counsel and furnished to the
Securities Administrator, or (ii) an Initial Transfer of a Privately Offered
Note with respect to which a "will be debt" opinion has been rendered by
nationally recognized tax counsel and furnished to the Securities Administrator
or (B) a Subsequent Transfer of a Class I-A1 or Class I-A2 Note or Privately
Offered Note) or interest therein shall be made, and the Note Registrar shall
refuse to register any such transfer, sale, pledge or other disposition, unless
the transferee shall have delivered to the Note Registrar and the Securities
Administrator a certificate substantially in the form of Exhibit F hereto
certifying that (i) it is a real estate investment trust ("REIT") within the
meaning of Section 856(a), or a qualified REIT subsidiary ("QRS") within the
meaning of Section 856(i) of the Code, or an entity disregarded as an entity
separate from a REIT or a QRS and (ii) following the transfer, 100% of the Class
X-A Notes, Subordinate Notes and Certificates (other than Class X-A Notes or
Subordinate Notes, with respect to which a "will be debt" opinion has been
rendered by nationally recognized tax counsel and furnished to the Securities
Administrator) will be owned by a single REIT, directly or indirectly through
one or more QRSs of such REIT or one or more entities disregarded as entities
separate from such REIT or such QRSs; provided that, notwithstanding the
foregoing, (x) any Class I-A1 or Class I-A2 Notes or Privately Offered Notes may
be pledged to secure indebtedness and may be the subject of repurchase
agreements treated by the Issuing Entity as secured indebtedness for federal
income tax purposes, and (y) any Class I-A1 or Class I-A2 Notes or Privately
Offered Notes may be transferred by the related lender under any such related
loan agreement or repurchase agreement upon a default under any such
indebtedness, in which case the transferor shall deliver to the Note Registrar
and the Securities Administrator a certificate substantially in the form
attached hereto as Exhibit G certifying to such effect.

     Subject to the foregoing, and Section 4.08, Notes may be exchanged for
other Notes of like tenor and in authorized initial Note Principal Balances
evidencing the same Class and aggregate Percentage Interests upon surrender of
the Notes to be exchanged at the Corporate Trust Office of the Note Registrar.
Whenever any Notes are so surrendered for exchange, the Issuing Entity shall
execute and the Securities Administrator shall authenticate and deliver the
Notes which the Noteholder making the exchange is entitled to receive. Each Note
presented or surrendered for registration of transfer or exchange shall (if so
required by the Note Registrar) be duly endorsed by, or be accompanied by a
written instrument of transfer in form reasonably satisfactory to the Note
Registrar duly executed by the Holder thereof or his attorney duly authorized in
writing with such signature guaranteed by a commercial bank or trust company
located or having a correspondent located in the city of New York. Notes
delivered upon any such transfer or exchange will evidence the same obligations,
and will be entitled to the same rights and privileges, as the Notes
surrendered.


                                       18

<PAGE>

     No service charge shall be made for any registration of transfer or
exchange of Notes, but the Note Registrar shall require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes.

     The Issuing Entity hereby appoints the Securities Administrator as (i)
Certificate Registrar to keep at its Corporate Trust Office a Certificate
Register pursuant to Section 3.08 of the Trust Agreement in which, subject to
such reasonable regulations as it may prescribe, the Certificate Registrar shall
provide for the registration of Certificates and of transfers and exchanges
thereof pursuant to Section 3.04 of the Trust Agreement and (ii) Note Registrar
under this Indenture. The Securities Administrator hereby accepts such
appointments.

     Section 4.03 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Securities Administrator, or the Securities
Administrator receives evidence to its satisfaction of the destruction, loss or
theft of any Note, and (ii) there is delivered to the Securities Administrator
such security or indemnity as may be required by it to hold the Issuing Entity
and the Securities Administrator harmless, then, in the absence of notice to the
Issuing Entity, the Note Registrar or the Securities Administrator that such
Note has been acquired by a bona fide purchaser, and provided that the
requirements of Section 8-405 of the UCC are met, the Securities Administrator
shall execute, and upon the written request of the Issuing Entity the Securities
Administrator shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Note, a replacement Note; provided,
however, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall have become or within seven days shall be due and payable, instead
of issuing a replacement Note, the Issuing Entity may pay such destroyed, lost
or stolen Note when so due or payable without surrender thereof. If, after the
delivery of such replacement Note or payment of a destroyed, lost or stolen Note
pursuant to the proviso to the preceding sentence, a bona fide purchaser of the
original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Issuing Entity and the Securities Administrator
shall be entitled to recover such replacement Note (or such payment) from the
Person to whom it was delivered or any Person taking such replacement Note from
such Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuing Entity, the Indenture Trustee or the
Securities Administrator in connection therewith.

     Upon the issuance of any replacement Note under this Section 4.03, the
Issuing Entity may require the payment by the Holder of such Note of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable expenses (including the fees and
expenses of the Securities Administrator) connected therewith.

     Every replacement Note issued pursuant to this Section 4.03 in replacement
of any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuing Entity, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

     The provisions of this Section 4.03 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.


                                       19

<PAGE>

     Section 4.04 Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuing Entity, the Securities
Administrator, the Paying Agent and any agent of the Issuing Entity or the
Securities Administrator or the Paying Agent may treat the Person in whose name
any Note is registered (as of the day of determination) as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and none of the Issuing Entity, the Indenture Trustee, the Securities
Administrator, the Paying Agent or any agent of the Issuing Entity, the
Securities Administrator, the Indenture Trustee or the Paying Agent shall be
affected by notice to the contrary.

     Section 4.05 Cancellation. All Notes surrendered for payment, registration
of transfer, exchange or redemption shall, if surrendered to any Person other
than the Securities Administrator, be delivered to the Securities Administrator
and shall be promptly cancelled by the Securities Administrator. The Issuing
Entity may at any time deliver to the Securities Administrator for cancellation
any Notes previously authenticated and delivered hereunder which the Issuing
Entity may have acquired in any manner whatsoever, and all Notes so delivered
shall be promptly cancelled by the Securities Administrator. No Notes shall be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this Section 4.05, except as expressly permitted by this Indenture. All
cancelled Notes may be held or disposed of by the Securities Administrator in
accordance with its standard retention or disposal policy as in effect at the
time unless the Issuing Entity shall direct by an Issuing Entity Request that
they be destroyed or returned to it; provided, however, that such Issuing Entity
Request is timely and the Notes have not been previously disposed of by the
Securities Administrator.

     Section 4.06 Form of Notes. The Notes, upon original issuance, will be
issued in the form of typewritten Notes representing the Book-Entry Notes, to be
delivered to The Depository Trust Company, the initial Depository, by, or on
behalf of, the Issuing Entity. The Notes shall initially be registered on the
Note Register in the name of Cede & Co., the nominee of the initial Depository,
and no Beneficial Owner will receive a Definitive Note representing such
Beneficial Owner's interest in such Note, except as provided in Section 4.08.
With respect to such Notes, unless and until definitive, fully registered Notes
(the "Definitive Notes") have been issued to Beneficial Owners pursuant to
Section 4.08:

          (i) the provisions of this Section 4.06 shall be in full force and
effect;

          (ii) the Note Registrar, the Paying Agent, the Indenture Trustee and
the Securities Administrator shall be entitled to deal with the Depository for
all purposes of this Indenture (including the payment of principal of and
interest on the Notes and the giving of instructions or directions hereunder) as
the sole holder of the Notes, and shall have no obligation to the Beneficial
Owners of the Notes;

          (iii) to the extent that the provisions of this Section 4.06 conflict
with any other provisions of this Indenture, the provisions of this Section 4.06
shall control;

          (iv) the rights of Beneficial Owners shall be exercised only through
the Depository and shall be limited to those established by law and agreements
between such Owners of Notes and the Depository and/or the Depository
Participants. Unless and until Definitive Notes are issued pursuant to Section
4.08, the initial Depository will make book-entry


                                       20

<PAGE>

transfers among the Depository Participants and receive and transmit payments of
principal of and interest on the Notes to such Depository Participants; and

          (v) whenever this Indenture requires or permits actions to be taken
based upon instructions or directions of Holders of Notes evidencing a specified
percentage of the Note Principal Balances of the Notes, the Depository shall be
deemed to represent such percentage with respect to the Notes only to the extent
that it has received instructions to such effect from Beneficial Owners and/or
Depository Participants owning or representing, respectively, such required
percentage of the beneficial interest in the Notes and has delivered such
instructions to the Securities Administrator and the Indenture Trustee.

     None of the Depositor, the Issuing Entity, the Master Servicer, the Seller,
the Securities Administrator, the Indenture Trustee, the Note Registrar and the
Owner Trustee shall have any liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in the Book-Entry
Notes or for maintaining, supervising or reviewing any records relating to
beneficial ownership interests or transfers thereof.

     Section 4.07 Notices to Depository. Whenever a notice or other
communication to the Note Holders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Beneficial Owners pursuant to
Section 4.08, the Indenture Trustee or Securities Administrator, as applicable,
shall give all such notices and communications specified herein to be given to
Holders of the Notes to the Depository, and shall have no obligation to the
Beneficial Owners.

     Section 4.08 Definitive Notes. If (i) the Depositor advises the Securities
Administrator in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to the Book-Entry Notes and
the Depositor is unable to locate a qualified successor within 30 days or (ii)
the Depositor, at its option (with the consent of the Securities Administrator,
such consent not to be unreasonably withheld) elects to terminate the book-entry
system through the Depository, then the Securities Administrator shall request
that the Depository notify all Beneficial Owners of the occurrence of any such
event and of the availability of Definitive Notes to Beneficial Owners
requesting the same. Upon surrender to the Securities Administrator of the
typewritten Notes representing the Book-Entry Notes by the Depository,
accompanied by registration instructions, the Issuing Entity shall execute and
the Securities Administrator shall authenticate the Definitive Notes in
accordance with the instructions of the Depository. None of the Issuing Entity,
the Note Registrar or the Securities Administrator shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Securities Administrator shall recognize the Holders of the
Definitive Notes as Noteholders.

     In addition, if an Event of Default has occurred and is continuing, each
Note Owner materially adversely affected thereby may at its option request a
Definitive Note evidencing such Noteholder's interest in the related Class of
Notes. In order to make such request, such Noteholder shall, subject to the
rules and procedures of the Depository, provide the Depository or the related
Depository Participant with directions for the Securities Administrator to
exchange or cause the exchange of the Noteholder's interest in such Class of
Notes for an equivalent interest in fully registered definitive form. Upon
receipt by the Securities Administrator of


                                       21

<PAGE>

instructions from the Depository directing the Securities Administrator to
effect such exchange (such instructions to contain information regarding the
Class of Notes and the Note Principal Balance being exchanged, the Depository
Participant account to be debited with the decrease, the registered holder of
and delivery instructions for the Definitive Note, and any other information
reasonably required by the Securities Administrator), (i) the Securities
Administrator shall instruct the Depository to reduce the related Depository
Participant's account by the aggregate Note Principal Balance of the Definitive
Note, (ii) the Securities Administrator shall execute, authenticate and deliver,
in accordance with the registration and delivery instructions provided by the
Depository, a Definitive Note evidencing such Noteholder's interest in such
Class of Notes and (iii) the Issuing Entity shall execute and the Securities
Administrator shall authenticate a new Book-Entry Note reflecting the reduction
in the Note Principal Balance of such Class of Notes by the amount of the
Definitive Notes.

     Section 4.09 Tax Treatment. The Issuing Entity has entered into this
Indenture, and the Class 1-A-1 and Class I-A2 Notes will be issued with the
intention that, for federal, state and local income, single business and
franchise tax purposes, such Classes of Notes will qualify as indebtedness at
any time at which such Notes are treated as issued and outstanding for federal
income tax purposes. The Issuing Entity and the Securities Administrator (in
accordance with Section 6.07 hereof), by entering into this Indenture, and each
Class I-A1 and Class I-A2 Noteholder, by its acceptance of its Note (and each
Beneficial Owner by its acceptance of an interest in the applicable Book-Entry
Note), agree to treat such Classes of Notes for federal, state and local income,
single business and franchise tax purposes as indebtedness at any time at which
such Notes are treated as issued and outstanding for federal income tax
purposes.

     Section 4.10 Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect with respect to the Notes except as to (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09,
3.17, 3.19 and 3.20, (v) the rights, obligations and immunities of the Indenture
Trustee and Securities Administrator hereunder (including the rights of the
Securities Administrator under Section 6.08 and the obligations of the
Securities Administrator under Section 4.11), and (vi) the rights of Noteholders
as beneficiaries hereof with respect to the property so deposited with the
Securities Administrator payable to all or any of them, and the Indenture
Trustee, on demand of and at the expense of the Issuing Entity, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes and shall release and deliver, or cause the Custodian
to deliver, the Collateral to or upon the order of the Issuing Entity, when

          (A) either

          (1) all Notes theretofore authenticated and delivered (other than (i)
     Notes that have been destroyed, lost or stolen and that have been replaced
     or paid as provided in Section 4.03 hereof and (ii) Notes for whose payment
     money has theretofore been deposited in trust or segregated and held in
     trust by the Issuing Entity and thereafter repaid to the Issuing Entity or
     discharged from such trust, as provided in Section 3.03) have been
     delivered to the Securities Administrator for cancellation; or


                                       22

<PAGE>

          (2) all Notes not theretofore delivered to the Securities
     Administrator for cancellation

               a.   have become due and payable,

               b.   will become due and payable at the Final Scheduled Payment
                    Date within one year, or

               c.   have been called for early redemption and the Trust has been
                    terminated pursuant to Section 8.06 hereof,

and the Issuing Entity, in the case of a. or b. above, has irrevocably deposited
or caused to be irrevocably deposited with the Securities Administrator cash or
direct obligations of or obligations guaranteed by the United States of America
(which will mature prior to the date such amounts are payable), in trust for
such purpose, in an amount sufficient to pay and discharge the entire
indebtedness on such Notes then outstanding not theretofore delivered to the
Securities Administrator for cancellation when due on the Final Scheduled
Payment Date or other final Payment Date and has delivered to the Securities
Administrator and the Indenture Trustee a verification report from a nationally
recognized accounting firm certifying that the amounts deposited with the
Securities Administrator are sufficient to pay and discharge the entire
indebtedness of such Notes, or, in the case of c. above, the Issuing Entity
shall have complied with all requirements of Section 8.06 hereof,

          (B) the Issuing Entity has paid or caused to be paid all other sums
     payable hereunder; and

          (C) the Issuing Entity has delivered to the Indenture Trustee an
     Officer's Certificate and an Opinion of Counsel, each meeting the
     applicable requirements of Section 10.01 hereof, each stating that all
     conditions precedent herein provided for relating to the satisfaction and
     discharge of this Indenture have been complied with and, if the Opinion of
     Counsel relates to a deposit made in connection with Section 4.10(A)(2)b.
     above, such opinion shall further be to the effect that such deposit will
     constitute an "in-substance defeasance" within the meaning of Revenue
     Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuing
     Entity will be the owner of the assets deposited in trust for federal
     income tax purposes.

     Section 4.11 Application of Trust Money. All monies deposited with the
Securities Administrator pursuant to Section 4.10 hereof shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent or the
Certificate Paying Agent as designee of the Issuing Entity, as the Securities
Administrator may determine, to the Holders of Securities, of all sums due and
to become due thereon for principal and interest or otherwise; but such monies
need not be segregated from other funds except to the extent required herein or
required by law.

     Section 4.12 [Reserved].

     Section 4.13 Repayment of Monies Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all
monies then held by any Person other than the Securities Administrator under the
provisions of this Indenture with respect


                                       23

<PAGE>

to such Notes shall, upon demand of the Issuing Entity, be paid to the
Securities Administrator to be held and applied according to Section 3.03 and
thereupon such Person shall be released from all further liability with respect
to such monies.

     Section 4.14 Temporary Notes. Pending the preparation of any Definitive
Notes, the Issuing Entity may execute and upon its written direction, the
Securities Administrator may authenticate and make available for delivery,
temporary Notes that are printed, lithographed, typewritten, photocopied or
otherwise produced, in any denomination, substantially of the tenor of the
Definitive Notes in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Notes may determine, as evidenced by their execution of such
Notes.

     If temporary Notes are issued, the Issuing Entity will cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of the
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the temporary Notes at the Corporate Trust Office of the
Securities Administrator, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Notes, the Issuing Entity shall
execute and the Securities Administrator shall authenticate and make available
for delivery, in exchange therefor, Definitive Notes of authorized denominations
and of like tenor, class and aggregate principal amount. Until so exchanged,
such temporary Notes shall in all respects be entitled to the same benefits
under this Indenture as Definitive Notes.

     Section 4.15 Representation Regarding ERISA.

     Each investor in a Class I-A1 or Class I-A2 Note or any interest therein
will be deemed to have represented and agreed either that it (I) is not a Plan,
and it is not directly or indirectly acquiring such Note for, on behalf of or
with any assets of any such Plan, or (II) is a Person described in clause (I)
and its acquisition and holding of such Note, or any interest herein, will not
constitute or result in a non-exempt prohibited transaction under ERISA or the
Code, or a violation of any provisions under any federal, state, local, non-U.S.
or other laws or regulations that are substantively similar to Title I of ERISA
or Section 4975 of the Code ("Similar Law"), and will not subject the Issuing
Entity, the Sponsor, the Seller, the Depositor, the Owner Trustee, the Indenture
Trustee, the Securities Administrator, the Note Registrar, the Master Servicer
or the Servicer to any obligation in addition to those undertaken in the
Indenture.

     Each investor in a Class X-A or Class M Note or any interest therein will
be deemed to have represented and agreed either that it (I) is not a Plan, and
it is not directly or indirectly acquiring such Note for, on behalf of or with
any assets of any such Plan, or (II) (A) solely in the event that a "will be
debt" opinion shall have been rendered by a nationally recognized tax counsel
with respect to such Note and furnished to the Securities Administrator, is a
Person described in clause (I) and its acquisition and holding of such Note, or
any interest herein, will not constitute or result in a non-exempt prohibited
transaction under ERISA or the Code, or a violation of Similar Law, or (B) is a
plan that is not subject to Title I of ERISA or Section 4975 of the Code, and
the acquisition and holding of such Note will not constitute or result in a
violation of Similar Law, and in the case of both (A) and (B) will not subject
the Issuing Entity, the Sponsor, the Seller, the Depositor, the Owner Trustee,
the Indenture Trustee, the Securities Administrator, the Note Registrar, the
Master Servicer or the Servicer to any obligation in addition to those
undertaken in the Indenture.


                                       24
<PAGE>

     Each investor in a Class B Note or any interest therein will be deemed to
have represented and agreed either that it (I) is not a Plan, and it is not
directly or indirectly acquiring such Note for, on behalf of or with any assets
of any such Plan, or (II) is a plan that is not subject to Title I of ERISA or
Section 4975 of the Code, and the acquisition and holding of such Note will not
constitute or result in a violation of Similar Law, and will not subject the
Issuing Entity, the Sponsor, the Seller, the Depositor, the Owner Trustee, the
Indenture Trustee, the Securities Administrator, the Note Registrar, the Master
Servicer or the Servicer to any obligation in addition to those undertaken in
the Indenture.

     Except in the case of a Definitive Note, the representations set forth in
the immediately preceding three paragraphs shall be deemed to have been made to
the Securities Administrator by the transferee's acceptance of a Note (or the
acceptance by a Note Owner of the beneficial interest in any such Notes).

     Notwithstanding any other provision herein to the contrary, any purported
transfer of a Note to or on behalf of a Plan or a plan subject to Similar Law
without the delivery to the Securities Administrator of a representation or an
Opinion of Counsel satisfactory to the Securities Administrator as described
above shall be void and of no effect. The Securities Administrator shall not be
under any liability to any Person for any registration or transfer of any such
Notes that is in fact not permitted by this Section 4.15, nor shall the
Indenture Trustee or the Securities Administrator be under any liability for
making any payments due on such Note to the Holder thereof or taking any other
action with respect to such Holder under the provisions of this Agreement so
long as the transfer was registered by the Securities Administrator in
accordance with the foregoing requirements. The Indenture Trustee or the
Securities Administrator shall be entitled, but not obligated, to recover from
any Holder of any Note that was in fact a Plan or plan subject to Similar Law
and that held such Note in violation of this Section 4.15 all payments made on
such Notes at and after the time it commenced such holding. Any such payments so
recovered shall be paid and delivered to the last preceding Holder of such Note
that is not a Plan or plan subject to Similar Law.

                                    ARTICLE V

                              DEFAULT AND REMEDIES

     Section 5.01 Events of Default. The Issuing Entity shall deliver to the
Indenture Trustee, within five days after learning of the occurrence of a
Default, written notice in the form of an Officer's Certificate of any event
which with the giving of notice and the lapse of time would become an Event of
Default under clause (ii), (iii) or (iv) of the definition of "Event of
Default", its status and what action the Issuing Entity is taking or proposes to
take with respect thereto. The Indenture Trustee shall not be deemed to have
knowledge of any Default or Event of Default unless a Responsible Officer has
actual knowledge thereof or unless written notice of such Default or Event of
Default is received by a Responsible Officer and such notice references the
Notes, the Trust Estate or this Indenture.

     Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default should occur and be continuing, then and in every such case the
Indenture Trustee at the written direction of the Holders of Class A Notes
representing not less than a majority of the aggregate Note Principal Balance of
such Notes may declare such Notes to be immediately due


                                       25

<PAGE>

and payable, by a notice in writing to the Issuing Entity (and to the Indenture
Trustee if such notice is given by Noteholders), and upon any such declaration
the unpaid Note Principal Balance of such Notes, together with accrued and
unpaid interest thereon through the date of acceleration, shall become
immediately due and payable.

     At any time after such declaration of acceleration of maturity with respect
to an Event of Default has been made and before a judgment or decree for payment
of the money due has been obtained by the Indenture Trustee as hereinafter in
this Article V provided, Holders of the Class A Notes representing not less than
a majority of the aggregate Note Principal Balance of each Class of Notes, by
written notice to the Issuing Entity and the Indenture Trustee, may, subject to
Section 5.12, waive the related Event of Default and rescind and annul such
declaration and its consequences if:

          (i) the Issuing Entity has paid or deposited with the Indenture
Trustee or Securities Administrator a sum sufficient to pay:

               (A) all payments of principal of and interest on the Class A
     Notes and all other amounts that would then be due hereunder or under the
     Class A Notes if the Event of Default giving rise to such acceleration had
     not occurred;

               (B) all sums paid or advanced by the Indenture Trustee hereunder
     and the reasonable compensation, expenses, disbursements and advances of
     the Indenture Trustee and its agents and counsel; and

          (ii) all Events of Default, other than the nonpayment of the principal
of the Class A Notes that has become due solely by such acceleration, have been
cured or waived as provided in Section 5.12.

No such rescission shall affect any subsequent default or impair any right
consequent thereto.

     Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.

     (a) The Issuing Entity covenants that if (i) default is made in the payment
of any interest on any Class I-A1 or Class I-A2 Note when the same becomes due
and payable, and such default continues for a period of five days, or (ii)
default is made in the payment of the principal of or any installment of the
principal of any Class I-A1 or Class I-A2 Note when the same becomes due and
payable, the Issuing Entity shall, upon demand of the Indenture Trustee, acting
at the direction of the Holders of a majority of the aggregate Note Principal
Balance of the Class I-A1 or Class I-A2 Notes, pay to the Securities
Administrator, for the benefit of the Holders of such Notes, the whole amount
then due and payable on such Notes for principal and interest, with interest at
the applicable Note Rate upon the overdue principal, and in addition thereto
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee and its agents and counsel.

     (b) In case the Issuing Entity shall fail forthwith to pay such amounts
upon such demand, the Indenture Trustee, in its own name and as trustee of an
express trust, subject to the provisions of Section 10.15 hereof, may institute
a Proceeding for the collection of the sums so


                                       26

<PAGE>

due and unpaid, and may prosecute such Proceeding to judgment or final decree,
and may enforce the same against the Issuing Entity or other obligor upon the
Notes and collect in the manner provided by law out of the property of the
Issuing Entity or other obligor upon the Notes, wherever situated, the monies
adjudged or decreed to be payable.

     (c) If an Event of Default occurs and is continuing, the Indenture Trustee,
subject to the provisions of Section 10.15 hereof, may, as more particularly
provided in Section 5.04 hereof, in its discretion, proceed to protect and
enforce its rights and the rights of the Noteholders by such appropriate
Proceedings as directed in writing by Holders of a majority of the aggregate
Note Principal Balance of each Class of Class I-A1 or Class I-A2 Notes, to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or equitable
right vested in the Indenture Trustee by this Indenture or by law.

     (d) In case there shall be pending, relative to the Issuing Entity or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Estate, Proceedings under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuing Entity or its property or such
other obligor or Person, or in case of any other comparable judicial Proceedings
relative to the Issuing Entity or other obligor upon the Notes, or to the
creditors or property of the Issuing Entity or such other obligor, the Indenture
Trustee, as directed in writing by Holders of a majority of the aggregate Note
Principal Balance of each Class of Notes, irrespective of whether the principal
of any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:

          (i) to file and prove a claim or claims for the whole amount of
principal and interest owing and unpaid in respect of the Class A Notes and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Indenture Trustee (including any claim for reasonable
compensation to the Indenture Trustee and each predecessor Indenture Trustee,
and their respective agents, attorneys and counsel, and for reimbursement of all
expenses and liabilities incurred, and all advances made, by the Indenture
Trustee and each predecessor Indenture Trustee, except as a result of
negligence, willful misconduct or bad faith) and of the Noteholders allowed in
such Proceedings;

          (ii) unless prohibited by applicable law and regulations, to vote on
behalf of the Holders of Notes in any election of a trustee, a standby trustee
or Person performing similar functions in any such Proceedings;

          (iii) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Noteholders and of the Indenture Trustee on their
behalf, and


                                       27

<PAGE>

          (iv) to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Indenture Trustee
or the Holders of Notes allowed in any judicial proceedings relative to the
Issuing Entity, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Securities Administrator, and, in the event that the Indenture
Trustee shall consent to the making of payments directly to such Noteholders, to
pay to the Indenture Trustee such amounts as shall be sufficient to cover
reasonable compensation to the Indenture Trustee, each predecessor Indenture
Trustee and their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Indenture
Trustee and each predecessor Indenture Trustee.

     (e) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

     (f) All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or proceedings instituted by
the Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Notes, subject to Section 5.05 hereof.

     In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Holders of the Notes, and it shall not be necessary to
make any Noteholder a party to any such Proceedings.

     Section 5.04 Remedies; Priorities. (a) If an Event of Default shall have
occurred and be continuing and if an acceleration has been declared and not
rescinded pursuant to Section 5.02 hereof, the Indenture Trustee, subject to the
provisions of Section 10.15 hereof, may, and shall, at the written direction of
the Holders of a majority of the aggregate Note Principal Balance of the Class
I-A1 and Class I-A2 Notes, do one or more of the following (subject to Section
5.05 hereof):

          (i) institute Proceedings in its own name and as trustee of an express
trust for the collection of all amounts then payable on the Class I-A1 and Class
I-A2 Notes or under this Indenture with respect thereto, whether by declaration
or otherwise, enforce any judgment obtained, and collect from the Issuing Entity
and any other obligor upon such Notes monies adjudged due;


                                       28

<PAGE>


          (ii) institute Proceedings from time to time for the complete or
partial foreclosure of this Indenture with respect to the Trust Estate;

          (iii) exercise any remedies of a secured party under the UCC and take
any other appropriate action to protect and enforce the rights and remedies of
the Indenture Trustee and the Holders of the Notes; and

          (iv) [direct the Securities Administrator to] sell the Trust Estate or
any portion thereof or rights or interest therein, at one or more public or
private sales called and conducted in any manner permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, unless (A) the
Indenture Trustee obtains the consent of the Holders of 100% of the aggregate
Note Principal Balance of the Class I-A1 and Class I-A2 Notes then outstanding,
(B) the proceeds of such sale or liquidation distributable to the Holders of the
Class I-A1 and Class I-A2 Notes are sufficient to discharge in full all amounts
then due and unpaid upon such Class I-A1 and Class I-A2 Notes for principal and
interest or (C) the Indenture Trustee determines that the Mortgage Loans will
not continue to provide sufficient funds for the payment of principal of and
interest on the Class A Notes as they would have become due if the Class I-A1
and Class I-A2 Notes had not been declared due and payable, and the Indenture
Trustee obtains the consent of the Holders of 66 2/3% of the aggregate Note
Principal Balance of each Class of Class I-A1 and Class I-A2 Notes then
outstanding, voting separately. In determining such sufficiency or insufficiency
with respect to clause (B) and (C), the Indenture Trustee may, but need not,
obtain and rely upon an opinion (obtained at the expense of the Trust) of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose. Notwithstanding the foregoing, any Sale of the Trust
Estate shall be made subject to the continued servicing of the Mortgage Loans by
the Servicer (other than any Servicer as to which an Event of Servicer
Termination has occurred and is continuing) as provided in the Sale and
Servicing Agreement.

     (b) If the Indenture Trustee or the Securities Administrator collects any
money or property pursuant to this Article V, the Securities Administrator shall
pay out the money or property in the following order:

          FIRST: to the Indenture Trustee, the Securities Administrator, Master
     Servicer, the Owner Trustee, the Custodian and the Servicers for amounts
     due and not previously paid pursuant to the Indenture and the other Basic
     Documents;

          SECOND: to the Class A Noteholders, pro rata, for amounts due and
     unpaid on such Notes with respect to interest, according to the amounts due
     and payable on each such Notes for interest;

          THIRD: to the Class A Noteholders (other than Holders of the Class X-A
     Notes), pro rata, for amounts due and unpaid on such Notes with respect to
     principal, and to each such Noteholder ratably, without preference or
     priority of any kind, according to the amounts due and payable on such
     Notes for principal, until the Note Principal Balance of each such Class is
     reduced to zero;


                                       29

<PAGE>

          FOURTH: first, to the Class M-1 Noteholders, second, to the Class M-2
     Noteholders, third, to the Class M-3 Noteholders, fourth, to the Class B-1
     Noteholders, fifth, to the Class B-2 Notes and sixth, to the Class B-3
     Notes, according to the amounts due and payable on such Classes of Notes
     for interest and principal; and

          FIFTH: to Certificateholders on behalf of the Issuing Entity.

     The Securities Administrator may fix a record date and Payment Date for any
payment to Noteholders pursuant to this Section 5.04. At least 15 days before
such record date, the Securities Administrator shall mail to each Noteholder a
notice that states the record date, the Payment Date and the amount to be paid.

     Section 5.05 Optional Preservation of the Trust Estate. If the Notes have
been declared to be due and payable under Section 5.02 following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may elect to take and maintain possession of the
Trust Estate. It is the desire of the parties hereto and the Noteholders that
there be at all times sufficient funds for the payment of principal of and
interest on the Notes and other obligations of the Issuing Entity, and the
Indenture Trustee shall take such desire into account when determining whether
or not to take and maintain possession of the Trust Estate. In determining
whether to take and maintain possession of the Trust Estate, the Indenture
Trustee may, but need not, obtain (at the expense of the Issuing Entity) and
rely upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose.

     Section 5.06 Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless and subject to the foregoing and the provisions of
Section 10.15 hereof:

          (i) such Holder has previously given written notice to the Indenture
Trustee of a continuing Event of Default;

          (ii) the Holders of not less than 25% of the aggregate Note Principal
Balance of the Class A Notes (other than the Class X-A Notes) have made a
written request to the Indenture Trustee to institute such Proceeding in respect
of such Event of Default in its own name as Indenture Trustee hereunder;

          (iii) such Holder or Holders have offered to the Indenture Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred
in complying with such request;

          (iv) the Indenture Trustee, for 60 days after its receipt of such
notice of request and offer of indemnity, has failed to institute such
Proceedings; and

          (v) no direction inconsistent with such written request has been given
to the Indenture Trustee during such 60-day period by the Holders of a majority
of the Note Principal Balances of the Class A Notes (other than the Class X-A
Notes).


                                       30

<PAGE>

     It is understood and intended that no one or more Holders of Notes shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Notes or to obtain or to seek to obtain priority or preference
over any other Holders or to enforce any right under this Indenture, except in
the manner herein provided.

     Subject to the last paragraph of Section 5.11 herein, in the event the
Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Holders of Notes, each representing less
than a majority of the aggregate Note Principal Balance of the Class A Notes
(other than the Class X-A Notes), the Indenture Trustee shall take such action
as requested by the Holders representing the highest amount (in the aggregate)
of the Note Principal Balances, notwithstanding any other provisions of this
Indenture.

     Section 5.07 Unconditional Rights of Noteholders To Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of
any Class I-A1 or Class I-A2 Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest, if any, on
such Note on or after the respective due dates thereof expressed in such Note or
in this Indenture and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Holder.

     Section 5.08 Restoration of Rights and Remedies. If the Indenture Trustee
or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for
any reason or has been determined adversely to the Indenture Trustee or to such
Noteholder, then and in every such case the Issuing Entity, the Indenture
Trustee and the Noteholders shall, subject to any determination in such
Proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Indenture Trustee and
the Noteholders shall continue as though no such Proceeding had been instituted.

     Section 5.09 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     Section 5.10 Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee or any Holder of any Note to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article V or by law to the Indenture
Trustee or to the Noteholders may be exercised from time to time, and as often
as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as
the case may be.

     Section 5.11 Control By Noteholders. The Holders of a majority of the
aggregate Note Principal Balance of Class A Notes (other than the Class X-A
Notes) shall have the right to direct the time, method and place of conducting
any Proceeding for any remedy available to the


                                       31

<PAGE>

Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided that:

          (i) such direction shall not be in conflict with any rule of law or
with this Indenture;

          (ii) any direction to the Indenture Trustee to sell or liquidate the
Trust Estate shall be by Holders of Notes representing not less than 100% of the
aggregate Note Principal Balance of the Class A Notes (other than the Class X-A
Notes) or the Holders of 66 2/3% of the aggregate Note Principal Balance of each
Class of Class A Notes (other than the Class X-A Notes) then outstanding, voting
separately as set forth in Section 5.04(a) hereof; and

          (iii) the Indenture Trustee may take any other action deemed proper by
the Indenture Trustee that is not inconsistent with such direction of the
Holders of the Class A Notes representing a majority of the aggregate Note
Principal Balance of the Class A Notes (other than the Class X-A Notes).

     Notwithstanding the rights of Noteholders set forth in this Section 5.11
the Indenture Trustee need not take any action that it determines might involve
it in liability.

     Section 5.12 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02 hereof,
the Holders of Notes representing not less than a majority of the aggregate Note
Principal Balance of each Class of Class A Notes may waive any past Event of
Default and its consequences except an Event of Default (a) with respect to
payment of principal of or interest on any of the Class A Notes, or (b) in
respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Senior Note. In the case of any such
waiver, the Issuing Entity, the Indenture Trustee and the Holders of the Notes
shall be restored to their former positions and rights hereunder, respectively,
but no such waiver shall extend to any subsequent or other Event of Default or
impair any right consequent thereto.

     Upon any such waiver, any Event of Default arising therefrom shall be
deemed to have been cured and not to have occurred for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Event of
Default or impair any right consequent thereto.

     Section 5.13 Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note and each Beneficial Owner of any interest therein by
such Holder's or Beneficial Owner's acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.13 shall not apply to (a) any suit instituted by
the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the Note
Principal Balances of the Class A Notes (other than the Class X-A Notes) or (c)
any suit instituted by any Noteholder for the enforcement of the payment of


                                       32

<PAGE>

principal of or interest on any Note on or after the respective due dates
expressed in such Note and in this Indenture.

     Section 5.14 Waiver of Stay or Extension Laws. The Issuing Entity covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuing Entity (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it shall not hinder, delay or impede the execution of any power herein
granted to the Indenture Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

     Section 5.15 Sale of Trust Estate. (a) The power to effect any sale or
other disposition (a "Sale") of any portion of the Trust Estate pursuant to
Section 5.04 hereof is expressly subject to the provisions of Sections 5.05 and
5.11(ii) hereof and this Section 5.15. The power to affect any such Sale shall
not be exhausted by any one or more Sales as to any portion of the Trust Estate
remaining unsold, but shall continue unimpaired until the entire Trust Estate
shall have been sold or all amounts payable on the Notes and under this
Indenture shall have been paid. The Indenture Trustee may from time to time
postpone any public Sale by public announcement made at the time and place of
such Sale. The Indenture Trustee hereby expressly waives its right to any amount
fixed by law as compensation for any Sale.

     (b) The Indenture Trustee shall not in any private Sale sell the Trust
Estate, or any portion thereof, unless

          (1) the Holders of the Class I-A1 and Class I-A2 Notes consent to or
     direct the Indenture Trustee to make, such Sale, or

          (2) the proceeds of such Sale would be not less than the entire amount
     which would be payable to the Class I-A1 and Class I-A2 Noteholders under
     the Notes, in full payment thereof in accordance with Section 5.02 hereof,
     on the Payment Date next succeeding the date of such Sale, or

          (3) the Indenture Trustee determines that the conditions for retention
     of the Trust Estate set forth in Section 5.05 hereof cannot be satisfied
     (in making any such determination, the Indenture Trustee may rely upon an
     opinion of an Independent investment banking firm obtained and delivered as
     provided in Section 5.05 hereof), and the Holders of Notes representing at
     least 100% of the Note Principal Balances of the Class I-A1 and Class I-A2
     Notes consent to such Sale.

The purchase by the Indenture Trustee of all or any portion of the Trust Estate
at a private Sale shall not be deemed a Sale or other disposition thereof for
purposes of this Section 5.15(b).

     (c) Subject to this Section 5.15, unless the Holders representing at least
100% of the aggregate Note Principal Balance of the Class I-A1 and Class I-A2
Notes or the Holders of 66 2/3% of the aggregate Note Principal Balance of each
Class of Class I-A1 and Class I-A2 Notes then outstanding, voting separately as
set forth in Section 5.04(a) hereof, have otherwise consented or directed the
Indenture Trustee, at any public Sale of all or any portion of the Trust


                                       33

<PAGE>

Estate at which a minimum bid equal to or greater than the amount described in
paragraph (2) of subsection (b) of this Section 5.15 has not been established by
the Indenture Trustee and no Person bids an amount equal to or greater than such
amount, the Indenture Trustee, as trustee for the benefit of the Holders of the
Notes, shall bid an amount (which shall include the Indenture Trustee's right,
in its capacity as Indenture Trustee, to credit bid) at least $1.00 more than
the highest other bid in order to preserve the Trust Estate on behalf of the
Noteholders.

     (d) In connection with a Sale of all or any portion of the Trust Estate,

          (1) any Holder or Holders of Notes may bid for and purchase the
     property offered for sale, and upon compliance with the terms of sale may
     hold, retain and possess and dispose of such property, without further
     accountability, and may, in paying the purchase money therefor, deliver any
     Notes or claims for interest thereon in lieu of cash up to the amount which
     shall, upon distribution of the net proceeds of such sale, be payable
     thereon, and such Notes, in case the amounts so payable thereon shall be
     less than the amount due thereon, shall be returned to the Holders thereof
     after being appropriately stamped to show such partial payment;

          (2) the Indenture Trustee may bid for and acquire the property offered
     for Sale in connection with any Sale thereof, and, subject to any
     requirements of, and to the extent permitted by, applicable law in
     connection therewith, may purchase all or any portion of the Trust Estate
     in a private sale, and, in lieu of paying cash therefor, may make
     settlement for the purchase price by crediting the gross Sale price against
     the sum of (A) the amount which would be distributable to the Holders of
     the Notes and Holders of Certificates on the Payment Date next succeeding
     the date of such Sale and (B) the expenses of the Sale and of any
     Proceedings in connection therewith which are reimbursable to it, without
     being required to produce the Notes in order to complete any such Sale or
     in order for the net Sale price to be credited against such Notes, and any
     property so acquired by the Indenture Trustee shall be held and dealt with
     by it in accordance with the provisions of this Indenture;

          (3) the Indenture Trustee shall execute and deliver an appropriate
     instrument of conveyance, prepared by the Issuing Entity and satisfactory
     to the Indenture Trustee, transferring its interest in any portion of the
     Trust Estate in connection with a Sale thereof;

          (4) the Indenture Trustee is hereby irrevocably appointed the agent
     and attorney-in-fact of the Issuing Entity to transfer and convey its
     interest in any portion of the Trust Estate in connection with a Sale
     thereof, and to take all action necessary to effect such Sale; and

          (5) no purchaser or transferee at such a Sale shall be bound to
     ascertain the Indenture Trustee's authority, inquire into the satisfaction
     of any conditions precedent or see to the application of any monies.

     Section 5.16 Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this


                                       34

<PAGE>

Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders
shall be impaired by the recovery of any judgment by the Indenture Trustee
against the Issuing Entity or by the levy of any execution under such judgment
upon any portion of the Trust Estate or upon any of the assets of the Issuing
Entity. Any money or property collected by the Indenture Trustee or the
Securities Administrator shall be applied by the Securities Administrator in
accordance with Section 5.04(b) hereof.

                                   ARTICLE VI

             THE INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     Section 6.01 Duties of Indenture Trustee and Securities Administrator. (a)
If an Event of Default has occurred and is continuing, the Indenture Trustee
shall exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

     (b) Except during the continuance of an Event of Default of which the
Indenture Trustee has actual knowledge or has received written notice, in the
case of the Indenture Trustee and, at any time, in the case of the Securities
Administrator:

          (i) the Indenture Trustee and the Securities Administrator undertakes
to perform such duties and only such duties as are specifically set forth in
this Indenture and the other Basic Documents to which it is a party and no
implied covenants or obligations shall be read into this Indenture and the other
Basic Documents against the Indenture Trustee or the Securities Administrator;
and

          (ii) in the absence of bad faith on its part, the Indenture Trustee
and the Securities Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates, reports, documents, Issuing Entity Requests or other instruments
or opinions furnished to each of the Indenture Trustee and the Securities
Administrator and conforming to the requirements of this Indenture or the other
Basic Documents; however, the Indenture Trustee and the Securities Administrator
shall examine the certificates, reports, documents, Issuing Entity Requests or
other instruments and opinions to determine whether or not they conform on their
face to the requirements of this Indenture.

     (c) The Indenture Trustee and the Securities Administrator may not be
relieved from liability for each of its own negligent action, its own negligent
failure to act or its own willful misconduct, except that:

          (i) this paragraph does not limit the effect of paragraph (b) of this
Section 6.01;

          (ii) neither the Indenture Trustee nor the Securities Administrator
shall not be liable for any error of judgment made in good faith by a
Responsible Officer unless it is proved that the Indenture Trustee or the
Securities Administrator, as applicable, was negligent in ascertaining the
pertinent facts; and


                                       35

<PAGE>

          (iii) neither the Indenture Trustee nor the Securities Administrator
shall be liable with respect to any action it takes or omits to take in good
faith in accordance with a direction received by it from Noteholders, the
Certificateholders or from the Issuing Entity, which they are entitled to give
under the Basic Documents.

     (d) The Indenture Trustee shall not be liable for interest on any money
received by it except as the Indenture Trustee may agree in writing with the
Issuing Entity.

     (e) Money held in trust by the Indenture Trustee need not be segregated
from other trust funds except to the extent required by law or the terms of this
Indenture or the Trust Agreement.

     (f) No provision of this Indenture shall require the Indenture Trustee or
the Securities Administrator to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers, if it shall have reasonable grounds to
believe that repayment of such funds or indemnity satisfactory to it against
such risk or liability is not reasonably assured to it.

     (g) Every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Indenture Trustee shall be
subject to the provisions of this Section.

     (h) The Indenture Trustee shall not be deemed to have notice or knowledge
of any Default or Event of Default unless a Responsible Officer of the Indenture
Trustee has actual knowledge thereof or unless written notice of any such event
that is in fact an Event of Default or Default is received by the Indenture
Trustee at its Corporate Trust Office and such notice references the Notes or
Certificates generally, the Issuing Entity, the Trust Estate or this Indenture.

     Section 6.02 Rights of Indenture Trustee and Securities Administrator. (a)
The Indenture Trustee and the Securities Administrator may rely on any document
believed by it to be genuine and to have been signed or presented by the proper
person. The Indenture Trustee and the Securities Administrator need not
investigate any fact or matter stated in the document.

     (b) Before the Indenture Trustee or the Securities Administrator acts or
refrains from acting, it may require an Officer's Certificate or an Opinion of
Counsel. Neither the Indenture Trustee nor the Securities Administrator shall be
liable for any action it takes or omits to take in good faith in reliance on and
in accordance with an Officer's Certificate or Opinion of Counsel.

     (c) Neither the Indenture Trustee nor the Securities Administrator shall be
liable for any action it takes or omits to take in good faith which it believes
to be authorized or within its rights or powers.

     (d) The Indenture Trustee or the Securities Administrator may consult with
counsel, and the written advice or Opinion of Counsel (which shall not be at the
expense of the Indenture Trustee or the Securities Administrator) with respect
to legal matters relating to this Indenture, the other Basic Documents and the
Notes shall be full and complete authorization and protection from liability in
respect to any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the written advice or opinion of such counsel.


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<PAGE>

     (e) For the limited purpose of effecting any action to be undertaken by
each of the Indenture Trustee and the Securities Administrator, but not
specifically as a duty of the Indenture Trustee or the Securities Administrator
in the Indenture, each of the Indenture Trustee and the Securities Administrator
may execute any of the trusts or powers hereunder or perform any duties
hereunder, either directly or by or through agents, attorneys, custodians or
nominees appointed with due care, and shall not be responsible for any willful
misconduct or negligence on the part of any agent, attorney, custodian or
nominee so appointed.

     (f) The Securities Administrator or its Affiliates are permitted to receive
additional compensation that could be deemed to be in the Securities
Administrator's economic self-interest for (i) serving as investment adviser,
administrator, shareholder servicing agent, custodian or sub-custodian with
respect to certain of the Permitted Investments, (ii) using Affiliates to effect
transactions in certain Permitted Investments and (iii) effecting transactions
in certain Permitted Investments. Such compensation shall not be considered an
amount that is reimbursable or payable to the Securities Administrator (i) as
part of the compensation hereunder or (ii) out of Available Funds.

     (g) Anything in this Indenture to the contrary notwithstanding, in no event
shall the Indenture Trustee or the Securities Administrator be liable for
special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Indenture Trustee or
the Securities Administrator has been advised of the likelihood of such loss or
damage and regardless of the form of action.

     (h) None of the Securities Administrator, the Issuing Entity or the
Indenture Trustee shall be responsible for the acts or omissions of the other,
it being understood that this Indenture shall not be construed to render them
partners, joint venturers or agents of one another.

     (i) Neither the Indenture Trustee (regardless of the capacity in which it
is acting) nor the Securities Administrator shall be required to expend or risk
its own funds or otherwise incur financial liability in the performance of any
of its duties hereunder (or under the Basic Documents), or in the exercise of
any of its rights or powers, if there is reasonable ground for believing that
the repayment of such funds or indemnity reasonably satisfactory to it against
such risk or liability is not reasonably assured to it, and none of the
provisions contained in this Indenture shall in any event require the Indenture
Trustee or the Securities Administrator to perform, or be responsible for the
manner of performance of, any of the obligations of the Master Servicer under
the Servicing Agreement, except during such time, if any, as the Indenture
Trustee shall be the successor to, and be vested with the rights, duties, powers
and privileges of, the Master Servicer in accordance with the terms of the
Servicing Agreement.

     (j) Except for those actions that the Indenture Trustee or the Securities
Administrator are required to take hereunder, neither the Indenture Trustee nor
the Securities Administrator shall have any obligation or liability to take any
action or to refrain from taking any action hereunder in the absence of written
direction as provided hereunder.

     (k) Neither the Indenture Trustee nor the Securities Administrator shall be
under any obligation to exercise any of the trusts or powers vested in it by
this Indenture, other than its obligation to give notices pursuant to this
Indenture, or to institute, conduct or defend any


                                       37

<PAGE>

litigation hereunder or in relation hereto at the request, order or direction of
any of the Noteholders pursuant to the provisions of this Indenture, unless such
Noteholders shall have offered to the Indenture Trustee or the Securities
Administrator, as applicable, reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby.
Nothing contained herein shall, however, relieve the Indenture Trustee of the
obligation, upon the occurrence of an Event of Default of which a Responsible
Officer of the Indenture Trustee has actual knowledge (which has not been cured
or waived), to exercise such of the rights and powers vested in it by this
Indenture and to use the same degree of care and skill in their exercise as a
prudent person would exercise under the circumstances in the conduct of his own
affairs.

     (l) Neither the Indenture Trustee nor the Securities Administrator shall be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing to do so by Holders of Notes representing not less than 25%
of the Note Principal Balance of the Notes and provided that the payment within
a reasonable time to the Indenture Trustee or the Securities Administrator, as
applicable, of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the Indenture Trustee or
the Securities Administrator, as applicable, reasonably assured to the Indenture
Trustee by the security afforded to it by the terms of this Indenture. The
Indenture Trustee or the Securities Administrator may require reasonable
indemnity against such expense or liability as a condition to taking any such
action. The reasonable expense of every such examination shall be paid by the
Noteholders requesting the investigation.

     (m) Should the Indenture Trustee or the Securities Administrator deem the
nature of any action required on its part to be unclear, the Indenture Trustee
or the Securities Administrator, respectively, may require prior to such action
that it be provided by the Depositor with reasonable further instructions.

     (n) The right of the Indenture Trustee or the Securities Administrator to
perform any discretionary act enumerated in this Indenture shall not be
construed as a duty, and neither the Indenture Trustee nor the Securities
Administrator shall be accountable for other than its negligence or willful
misconduct in the performance of any such act.

     (o) Neither the Indenture Trustee nor the Securities Administrator shall be
required to give any bond or surety with respect to the execution of the trust
created hereby or the powers granted hereunder.

     (p) Neither the Indenture Trustee nor the Securities Administrator shall
have any duty to conduct any affirmative investigation as to the occurrence of
any condition requiring the repurchase of any Mortgage Loan by the Seller
pursuant to this Indenture or the Mortgage Loan Purchase Agreement, as
applicable, or the eligibility of any Mortgage Loan for purposes of this
Indenture.

     (q) The Indenture Trustee shall not be deemed to have notice or actual
knowledge of any Default or Event of Default unless actually known to a
Responsible Officer of the Indenture Trustee or written notice thereof (making
reference to this Indenture or the Notes) is received by the Indenture Trustee
at the Corporate Trust Office.


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<PAGE>

     Section 6.03 Individual Rights of Indenture Trustee. The Indenture Trustee
in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuing Entity or its Affiliates with the same
rights it would have if it were not Indenture Trustee, subject to the
requirements of the Trust Indenture Act. Any Note Registrar, co-registrar or
co-paying agent may do the same with like rights. However, the Indenture Trustee
must comply with Section 6.12 hereof.

     Section 6.04 [Reserved].

     Section 6.05 Indenture Trustee's and Securities Administrator's Disclaimer.
Neither the Indenture Trustee nor the Securities Administrator shall be
responsible for or makes any representation as to the validity or adequacy of
this Indenture, the Notes or any other Basic Document, and neither shall be
accountable for the Issuing Entity's use of the proceeds from the Notes or
responsible for any statement of the Issuing Entity in the Indenture or in any
document issued in connection with the sale of the Notes or in the Notes other
than, in the case of the Securities Administrator, the Securities
Administrator's certificate of authentication.

     Section 6.06 Notice of Event of Default. Subject to Section 5.01, the
Indenture Trustee shall promptly mail to each Noteholder notice of the Event of
Default after it is known to a Responsible Officer of the Indenture Trustee,
unless such Event of Default shall have been waived or cured. Except in the case
of an Event of Default in payment of principal of or interest on any Note, the
Indenture Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the best interests of Noteholders.

     Section 6.07 Reports to Holders and Tax Administration. The Seller shall
provide to the Securities Administrator, and the Securities Administrator shall
then deliver to each Noteholder, such information as may be required and such
other customary information as the Seller may determine and/or be required by
the Internal Revenue Service or by a federal or state law or rules or
regulations to enable a Noteholder to prepare its federal and state income tax
returns.

     The Seller shall prepare and file (or cause to be prepared and filed), on
behalf of the Owner Trustee, all tax returns (if any) and information reports,
tax elections and such annual or other reports of the Issuing Entity as are
necessary for preparation of tax returns and information reports as provided in
Section 5.03 of the Trust Agreement, including without limitation Form 1099. All
tax returns and information reports shall be signed by the Owner Trustee or to
the extent permitted by law, the Securities Administrator as provided in Section
5.03 of the Trust Agreement.

     To the extent that a Responsible Officer of the Securities Administrator
becomes aware that the Seller no longer qualifies as a REIT within the meaning
of Section 856(a) of the Code, or that the Issuing Entity no longer qualifies as
a QRS within the meaning of Section 856(i) of the Code, or an entity disregarded
as an entity separate from a REIT or a QRS, the Securities Administrator shall
provide notice of such fact to each Noteholder.

     Section 6.08 Compensation. An annual fee shall be paid to the Indenture
Trustee by the Master Servicer pursuant to a separate agreement between the
Indenture Trustee and the Master Servicer. In addition, the Indenture Trustee
and the Securities Administrator will each be


                                       39

<PAGE>

entitled to recover from the Payment Account pursuant to Section 3.25 of this
Indenture all reasonable out-of-pocket expenses, disbursements and advances and
the expenses of the Indenture Trustee and the Securities Administrator,
respectively, in connection with any breach of this Indenture or any claim or
legal action (including any pending or threatened claim or legal action) or
otherwise incurred or made by the Indenture Trustee or the Securities
Administrator, respectively, in the administration of the trusts hereunder
(including the reasonable compensation, expenses and disbursements of its
counsel) except any such expense, disbursement or advance as may arise from its
own negligence or intentional misconduct or which is the responsibility of the
Noteholders as provided herein. Such compensation and reimbursement obligation
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust. Additionally, each of the Indenture Trustee and the
Securities Administrator and any director, officer, employee or agent of the
Indenture Trustee or the Securities Administrator shall be indemnified by the
Trust and held harmless against any loss, liability or expense (including
reasonable attorney's fees and expenses) incurred in the administration of this
Indenture (other than its ordinary out of pocket expenses incurred hereunder) or
in connection with any claim or legal action relating to (a) the Basic Documents
or (b) the Notes, other than any loss, liability or expense incurred by reason
of its own negligence or intentional misconduct, or which is the responsibility
of the Noteholders as provided herein.

     The Issuing Entity's payment obligations to the Indenture Trustee and
Securities Administrator pursuant to this Section 6.08 shall survive the
discharge of this Indenture and the termination or resignation of the Indenture
Trustee or Securities Administrator. When the Indenture Trustee or the
Securities Administrator incurs expenses after the occurrence of an Event of
Default with respect to the Issuing Entity, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or similar law.

     Section 6.09 Replacement of Indenture Trustee and the Securities
Administrator. No resignation or removal of the Indenture Trustee or the
Securities Administrator and no appointment of a successor Indenture Trustee or
a successor Securities Administrator shall become effective until the acceptance
of appointment by the successor Indenture Trustee pursuant to this Section 6.09.
The Indenture Trustee or the Securities Administrator may resign at any time by
so notifying the Issuing Entity. In the event that the Indenture Trustee
determines that a conflict of interest exists between the Holders of the Class
I-A1 or Class 1A2 Notes and the Holders of any Class of Subordinate Notes, then
the Indenture Trustee shall be entitled to resign as the indenture trustee for
all Classes of Notes other than the Class I-A1 or Class I-A2 Notes. In such
event the Holders of a majority of Note Principal Balances of all of the
Subordinate Notes shall designate a separate indenture trustee to represent
their interests hereunder. Holders of a majority of Note Principal Balances of
each Class of Notes may remove the Indenture Trustee by so notifying the
Indenture Trustee and may appoint a successor Indenture Trustee. The Issuing
Entity shall remove the Indenture Trustee or the Securities Administrator, as
applicable, if:

          (i) the Indenture Trustee or the Securities Administrator fails to
comply with or qualify pursuant to the provisions of Section 6.12 hereof;

          (ii) the Indenture Trustee or the Securities Administrator is adjudged
a bankrupt or insolvent;


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<PAGE>

          (iii) a receiver or other public officer takes charge of the Indenture
Trustee or the Securities Administrator or its property;

          (iv) the Indenture Trustee or the Securities Administrator otherwise
becomes incapable of acting; or

          (v) the Master Servicer is terminated pursuant to Section 5.01 of the
Servicing Agreement.

     If the Indenture Trustee or the Securities Administrator resigns or is
removed or if a vacancy exists in the office of the Indenture Trustee or the
Securities Administrator for any reason (the Indenture Trustee or the Securities
Administrator in such event being referred to herein as the retiring Indenture
Trustee or the retiring Securities Administrator ), the Issuing Entity shall
promptly appoint a successor Indenture Trustee or successor Securities
Administrator.

     Each of a successor Indenture Trustee or successor Securities Administrator
shall deliver a written acceptance of its appointment to the retiring Indenture
Trustee or the retiring Securities Administrator, as applicable, and to the
Issuing Entity. Thereupon, the resignation or removal of the retiring Indenture
Trustee or the retiring Securities Administrator shall become effective, and the
successor Indenture Trustee or successor Securities Administrator shall have all
the rights, powers and duties of the Indenture Trustee or the Securities
Administrator, as applicable, under this Indenture. The successor Indenture
Trustee or successor Securities Administrator shall each mail a notice of its
succession to Noteholders. The retiring Indenture Trustee or the retiring
Securities Administrator shall promptly transfer all property held by it as
Indenture Trustee or Securities Administrator, as applicable, to the successor
Indenture Trustee or successor Securities Administrator.

     If a successor Indenture Trustee or successor Securities Administrator does
not take office within 60 days after the retiring Indenture Trustee or the
retiring Securities Administrator, as applicable, resigns or is removed, the
retiring Indenture Trustee or the retiring Securities Administrator, the Issuing
Entity or the Holders of a majority of Note Principal Balances of the Notes may
petition any court of competent jurisdiction for the appointment of a successor
Indenture Trustee or successor Securities Administrator.

     Notwithstanding the replacement of the Indenture Trustee or the Securities
Administrator pursuant to this Section, the Issuing Entity's obligations under
Section 6.07 shall continue for the benefit of the retiring Indenture Trustee or
the retiring Securities Administrator.

     Section 6.10 Successor Indenture Trustee and Securities Administrator by
Merger. If the Indenture Trustee or the Securities Administrator consolidates
with, merges or converts into, or transfers all or substantially all of its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation, without any
further act, shall be the successor Indenture Trustee or successor Securities
Administrator, as applicable; provided, that such corporation or banking
association shall be otherwise qualified and eligible under Section 6.12 hereof.
The Indenture Trustee and the Securities Administrator shall provide the Rating
Agencies and the Issuing Entity with prior written notice, and the Noteholders
with prompt written notice, of any such transaction.


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<PAGE>

     If at the time such successor or successors by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture and any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor trustee and deliver such Notes so
authenticated; and if at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates
shall have the full force which is in the Notes or in this Indenture provided
that the certificate of the Indenture Trustee shall have.

     Section 6.11 Appointment of Co-Indenture Trustee or Separate Indenture
Trustee. (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Trust Estate may at the time be located, the Indenture
Trustee shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as a co-trustee or co-trustees, or separate
trustee or separate trustees, of all or any part of the Trust Estate, and to
vest in such Person or Persons, in such capacity and for the benefit of the
Noteholders, such title to the Trust Estate, or any part hereof, and, subject to
the other provisions of this Section, such powers, duties, obligations, rights
and trusts as the Indenture Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 6.12 hereof.

     (b) Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

          (i) all rights, powers, duties and obligations conferred or imposed
upon the Indenture Trustee shall be conferred or imposed upon and exercised or
performed by the Indenture Trustee and such separate trustee or co-trustee
jointly (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Indenture Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed the Indenture Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Trust Estate or any portion thereof in any such jurisdiction) shall be exercised
and performed singly by such separate trustee or co-trustee, but solely at the
direction of the Indenture Trustee;

          (ii) no trustee hereunder shall be personally liable by reason of any
act or omission of any other trustee hereunder; and

          (iii) the Indenture Trustee may at any time accept the resignation of
or remove any separate trustee or co-trustee.

     (c) Any notice, request or other writing given to the Indenture Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Indenture and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may


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<PAGE>

be provided therein, subject to all the provisions of this Indenture,
specifically including every provision of this Indenture relating to the conduct
of, affecting the liability of, or affording protection to, the Indenture
Trustee. Every such instrument shall be filed with the Indenture Trustee.

     (d) Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee, its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of
this Indenture on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

     Section 6.12 Eligibility; Disqualification. The Indenture Trustee shall at
all times be an entity that meets the requirements of Section 3(c)(3) under the
Investment Company Act of 1940 applicable to a trustee, and shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition and it or its parent shall have a
long-term debt rating of Baa3 or better by Moody's.

     Section 6.13 [Reserved].

     Section 6.14 Representations and Warranties. The Indenture Trustee hereby
represents that:

          (i) The Indenture Trustee is duly organized and validly existing as a
national banking association in good standing under the laws of the United
States with power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is presently
conducted;

          (ii) The Indenture Trustee has the power and authority to execute and
deliver this Indenture and to carry out its terms; and the execution, delivery
and performance of this Indenture have been duly authorized by the Indenture
Trustee by all necessary corporate action;

          (iii) The consummation of the transactions contemplated by this
Indenture and the fulfillment of the terms hereof do not conflict with, result
in any breach of any of the terms and provisions of, or constitute (with or
without notice or lapse of time) a default under, the articles of incorporation
or bylaws of the Indenture Trustee or any agreement or other instrument to which
the Indenture Trustee is a party or by which it is bound; and

          (iv) To the Indenture Trustee's knowledge, there are no proceedings or
investigations pending or threatened before any court, regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Indenture Trustee or its properties: (A) asserting the invalidity of
this Indenture, (B) seeking to prevent the consummation of any of the
transactions contemplated by this Indenture or (C) seeking any determination or
ruling that might materially and adversely affect the performance by the
Indenture Trustee of its obligations under, or the validity or enforceability
of, this Indenture.

     Section 6.15 Directions to Indenture Trustee and the Securities
Administrator. The Indenture Trustee is hereby directed:


                                       43

<PAGE>

     (a) to accept the pledge of the Mortgage Loans and hold the assets of the
Trust in trust for the Noteholders;

     (b) the Securities Administrator is hereby directed to (i) authenticate and
deliver the Notes substantially in the form prescribed by Exhibits A-1, A-2 and
A-3 to this Indenture in accordance with the terms of this Indenture; and

     (c) to take all other actions as shall be required to be taken by the
Securities Administrator pursuant to the terms of this Indenture and the other
Basic Documents.

     Section 6.16 The Agents. The provisions of this Indenture relating to the
limitations of the Indenture Trustee's liability and to its rights and
protections shall inure also to the Paying Agent, Note Registrar and Certificate
Registrar.

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

     Section 7.01 Issuing Entity To Furnish Securities Administrator Trustee
Names and Addresses of Noteholders. The Issuing Entity will furnish or cause to
be furnished to the Securities Administrator (a) not more than five days after
each Record Date, a list, in such form as the Securities Administrator may
reasonably require, of the names and addresses of the Holders of Notes as of
such Record Date, and (b) at such other times as the Securities Administrator
may request in writing, within 30 days after receipt by the Issuing Entity of
any such request, a list of similar form and content as of a date not more than
10 days prior to the time such list is furnished; provided, however, that so
long as the Securities Administrator is the Note Registrar, no such list shall
be required to be furnished to the Securities Administrator.

     Section 7.02 Preservation of Information; Communications to Noteholders.
(a) The Securities Administrator shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Securities Administrator as
provided in Section 7.01 hereof and the names and addresses of Holders of Notes
received by the Securities Administrator in its capacity as Note Registrar. The
Securities Administrator may destroy any list furnished to it as provided in
such Section 7.01 upon receipt of a new list so furnished.

     (b) Noteholders may communicate with other Noteholders with respect to
their rights under this Indenture or under the Notes.

     Section 7.03 Financial Information. For so long as any of the Notes bearing
a restrictive legend remains outstanding and is a "restricted security" within
the meaning of Rule 144(a)(3) under the Securities Act, the Issuing Entity
shall, during any period in which it is not subject to Section 13 or 15(d) of
the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) under such
Act, cause the Securities Administrator to make available to any Holder of any
such Note in connection with any sale thereof and to any prospective purchaser
of any such Note from such Holder, in each case upon request, the information
specified in, and meeting the requirements of, Rule 144A(d)(4) under the
Securities Act that is in the Securities Administrator's possession or
reasonably obtainable by it, if requested, from the Master Servicer


                                       44

<PAGE>

(and to the extent such information is in the Master Servicer's possession or is
reasonably obtainable by it from the Servicers).

     Unless the Issuing Entity otherwise determines, the fiscal year of the
Issuing Entity shall end on December 31 of each year.

     Section 7.04 Statements to Noteholders. (a) With respect to each Payment
Date, the Securities Administrator shall make available via the Securities
Administrator's website, initially located at www.ctslink.com, to each
Noteholder and each Certificateholder, the Depositor, the Issuing Entity, the
Seller, the Owner Trustee, the Certificate Paying Agent and the Rating Agencies,
a statement setting forth the following information as to the Notes, to the
extent applicable:

          (i) the amount of the related payment to holders of each class of
Notes allocable to principal, separately identifying (A) the aggregate amount of
any principal prepayments included therein and (B) the aggregate amount of all
scheduled payments of principal included therein;

          (ii) the amount of such payment to holders of each class of Notes
allocable to interest;

          (iii) the Note Principal Balance of each class of Notes after giving
effect to the payment of principal on such Payment Date;

          (iv) the aggregate outstanding principal balance of each class of
Notes for the following Payment Date;

          (v) the amount of the Servicing Fee paid to or retained by the
Servicer and any amounts

          (vi) constituting reimbursement or indemnification of the Servicer or
the Master Servicer;

          (vii) the Note Rate for each class of Notes for such Payment Date;

          (viii) the amount of Advances included in the payment on such Payment
Date;

          (ix) the cumulative amount of (A) Realized Losses and (B) Applied
Realized Loss Amounts to date, in the aggregate;

          (x) the amount of (A) Realized Losses and (B) Applied Realized Loss
Amounts with respect to such Payment Date, in the aggregate;

          (xi) the number and aggregate principal amounts of Mortgage Loans (A)
delinquent (exclusive of Mortgage Loans in foreclosure) (1) 30 to 59 days, (2)
60 to 89 days and (3) 90 or more days, and (B) in foreclosure and delinquent (1)
30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, in each case as of the
close of business on the last day of the calendar month preceding such Payment
Date, in the aggregate, measured in accordance with the MBA method of
calculating delinquencies;


                                       45
<PAGE>

          (xii) with respect to any Mortgage Loan that became an REO Property
during the preceding calendar month, the loan number and Stated Principal
Balance of such Mortgage Loan as of the close of business on the Determination
Date and the date of acquisition thereof, in the aggregate;

          (xiii) the total number and principal balance of any REO Properties as
of the close of business on the related Determination Date, in the aggregate;

          (xiv) the number and amount of prepayment charges and the amount of
late payment fees received during the related Prepayment Period in the
aggregate; and

          (xv) the number of Mortgage Loans with respect to which (i) a
reduction in the Mortgage Rate has occurred or (ii) the related borrower's
obligation to repay interest on a monthly basis has been suspended or reduced
pursuant to the Servicemembers Civil Relief Act or any similar state law or
regulation; and the amount of interest not required to be paid with respect to
any such Mortgage Loans during the related Due Period as a result of such
reductions in the aggregate and the Available Funds on each Class of Class A
Notes for such Payment Date and the aggregate Net Interest Shortfall on each
Class of Notes for such Payment Date;

     Items (iii) and (iv) above shall be presented on the basis of a Note having
a $1,000 denomination. In addition, by January 31 of each calendar year
following any year during which the Notes are outstanding, the Securities
Administrator shall furnish a report to each Noteholder of record if so
requested in writing at any time during each calendar year as to the aggregate
of amounts reported pursuant to (iii) and (iv) with respect to the Notes for
such calendar year.

     The Securities Administrator may conclusively rely upon the information
provided by the Master Servicer to the Securities Administrator in its
preparation of monthly statements to Noteholders.

     The Securities Administrator will make the monthly statements provided for
in this section (and, at its option, any additional files containing the same
information in an alternative format) available each month to Noteholders, each
Noteholder and each Certificateholder, the Depositor, the Issuing Entity, the
Seller, the Owner Trustee, the Certificate Paying Agent and the Rating Agency
via the Securities Administrator's website. The Securities Administrator's
website shall initially be located at "www.ctslink.com." Assistance in using the
website can be obtained by calling the Securities Administrator's customer
service desk at (866) 846-4526. Parties that are unable to use the website are
entitled to have a paper copy mailed to them via first class mail by calling the
Securities Administrator's customer service desk and indicating such. The
Securities Administrator may have the right to change the way the monthly
statements are distributed in order to make such distribution more convenient
and/or more accessible to the above parties and the Securities Administrator
shall provide timely and adequate notification to all above parties regarding
any such changes.

     The Securities Administrator shall be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the monthly statement, and may affix thereto
any disclaimer it deems appropriate in its reasonable discretion (without
suggesting liability on the part of any other party hereto).


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<PAGE>

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

     Section 8.01 Collection of Money. Except as otherwise expressly provided
herein, the Securities Administrator may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Securities Administrator pursuant to this Indenture. The
Securities Administrator shall apply all such money received by it as provided
in this Indenture. Except as otherwise expressly provided in this Indenture, if
any default occurs in the making of any payment or performance under any
agreement or instrument that is part of the Trust Estate, the Indenture Trustee
may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
Proceedings. Any such action shall be without prejudice to any right to claim a
Default or Event of Default under this Indenture and any right to proceed
thereafter as provided in Article V.

     Section 8.02 Officer's Certificate. The Indenture Trustee shall receive at
least seven Business Days' notice when requested by the Issuing Entity to take
any action pursuant to Section 8.06(a) hereof, accompanied by copies of any
instruments to be executed, and the Indenture Trustee shall also require, as a
condition to such action, an Officer's Certificate, in form and substance
satisfactory to the Indenture Trustee, stating the legal effect of any such
action, outlining the steps required to complete the same, and concluding that
all conditions precedent to the taking of such action have been complied with.

     Section 8.03 Termination Upon Distribution to Noteholders. This Indenture
and the respective obligations and responsibilities of the Issuing Entity, the
Securities Administrator and the Indenture Trustee created hereby shall
terminate upon the distribution to Noteholders, the Certificate Paying Agent on
behalf of the Certificateholders, the Securities Administrator and the Indenture
Trustee of all amounts required to be distributed pursuant to Article III;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.

     Section 8.04 Release of Trust Estate. (a) Subject to the payment of its
fees and expenses, the Indenture Trustee may, and when required by the
provisions of this Indenture shall, execute instruments to release property from
the lien of this Indenture, or convey the Indenture Trustee's interest in the
same, in a manner and under circumstances that are not inconsistent with the
provisions of this Indenture, including for the purposes of any purchase of a
Mortgage Loan by the Majority Certificateholder pursuant to Section 8.06 of this
Indenture. No party relying upon an instrument executed by the Indenture Trustee
as provided in Article VIII hereunder shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent,
or see to the application of any monies.

     (b) The Indenture Trustee shall, at such time as (i) it is notified by the
Securities Administrator that there are no Notes Outstanding and (ii) all sums
then due and unpaid to the Indenture Trustee pursuant to this Indenture have
been paid, release any remaining portion of the Trust Estate that secured the
Notes from the lien of this Indenture.


                                       47

<PAGE>

     (c) The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.05 only upon receipt of a request from the
Issuing Entity.

     Section 8.05 Surrender of Notes Upon Final Payment. By acceptance of any
Note, the Holder thereof agrees to surrender such Note to the Securities
Administrator promptly, prior to such Noteholder's receipt of the final payment
thereon.

     Section 8.06 Optional Redemption of the Mortgage Loans. (a) The Majority
Certificateholder shall have the option to purchase the assets of the Trust and
thereby cause the redemption of the Notes, in whole, but not in part, on or
after the Payment Date on which the aggregate Scheduled Principal Balance of the
Mortgage Loans as of the end of the prior Due Period is 10% or less of Cut-off
Date Scheduled Principal Balance of the Mortgage as of the Closing Date. The
aggregate redemption price (the "Redemption Price") for the Notes will be equal
to 100% of the aggregate outstanding Note Principal Balance of the Notes as of
the Payment Date on which the proposed redemption will take place in accordance
with the foregoing, together with accrued and unpaid interest thereon at the
applicable Note Rate through such Payment Date (including any related Net
Interest Shortfall and unpaid Basis Risk Shortfall Amount), plus an amount
sufficient to pay in full all amounts owing to the Indenture Trustee, the Master
Servicer and the Securities Administrator, pursuant to any Basic Document (which
amounts shall be specified in writing upon request of the Issuing Entity, the
Indenture Trustee, the Master Servicer and the Securities Administrator, as
applicable).

     (b) In order to exercise the foregoing option, the Majority
Certificateholder shall provide written notice of its exercise of such option to
the Securities Administrator, the Issuing Entity, the Owner Trustee and the
Master Servicer at least 15 days prior to its exercise. Following receipt of the
notice, the Securities Administrator shall provide written notice to the
Noteholders of the final payment on the Notes. In addition, the Majority
Certificateholder shall, not less than one Business Day prior to the proposed
Payment Date on which such redemption is to be made, deposit the Redemption
Price specified in (a) above with the Securities Administrator, who shall
deposit the Redemption Price into the Payment Account and shall, on the Payment
Date after receipt of the funds, apply such funds to make final payments of
principal and interest on the Notes in accordance with Section 3.03 hereof and
payment to the Securities Administrator and the Master Servicer as set forth in
(a) above, and this Indenture shall be discharged subject to the provisions of
Section 4.10 hereof. If for any reason the amount deposited by the Majority
Certificateholder is not sufficient to make such redemption or such redemption
cannot be completed for any reason, (a) the amount so deposited by the Majority
Certificateholder with the Securities Administrator shall be immediately
returned to the Majority Certificateholder in full and shall not be used for any
other purpose or be deemed to be part of the Trust Estate and (b) the Note
Principal Balance of the Notes shall continue to bear interest at the related
Note Rate.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

     Section 9.01 Supplemental Indentures Without Consent of Noteholders. (a)
Without the consent of the Holders of any Notes but with prior notice to the
Rating Agencies, the Issuing Entity, the Indenture Trustee and the Securities
Administrator, when authorized by an Issuing


                                       48

<PAGE>

Entity Request, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Indenture Trustee
and the Securities Administrator, for any of the following purposes:

          (i) to correct or amplify the description of any property at any time
subject to the lien of this Indenture, or better to assure, convey and confirm
unto the Indenture Trustee any property subject or required to be subjected to
the lien of this Indenture, or to subject to the lien of this Indenture
additional property;

          (ii) to evidence the succession, in compliance with the applicable
provisions hereof, of another person to the Issuing Entity, and the assumption
by any such successor of the covenants of the Issuing Entity herein and in the
Notes contained;

          (iii) to add to the covenants of the Issuing Entity, for the benefit
of the Holders of the Notes, or to surrender any right or power herein conferred
upon the Issuing Entity;

          (iv) to convey, transfer, assign, mortgage or pledge any property to
or with the Indenture Trustee;

          (v) to cure any ambiguity, to correct or supplement any provision
herein or in any supplemental indenture that may be inconsistent with any other
provision herein or in any supplemental indenture;

          (vi) to make any other provisions with respect to matters or questions
arising under this Indenture or in any supplemental indenture; provided, that
such action shall not materially and adversely affect the interests of the
Holders of the Notes; provided further, that such supplemental indenture will be
deemed to not materially and adversely affect the interests of the Holders of
the Notes if a Rating Confirmation is received with respect to such supplemental
indenture; or

          (vii) to evidence and provide for the acceptance of the appointment
hereunder by a successor trustee with respect to the Notes and to add to or
change any of the provisions of this Indenture as shall be necessary to
facilitate the administration of the trusts hereunder by more than one trustee,
pursuant to the requirements of Article VI hereof;

provided, however, that no such indenture supplements shall be entered into
unless the Indenture Trustee and the Securities Administrator shall have
received an Opinion of Counsel not at the expense of the Indenture Trustee or
the Securities Administrator as to the enforceability of any such indenture
supplement and to the effect that (i) such indenture supplement is permitted
hereunder and will not materially and adversely affect the Holders of the Notes,
(ii) entering into such indenture supplement will not result in a "substantial
modification" of the Notes under Treasury Regulation Section 1.1001-3 or
adversely affect the indebtedness status of any Classes of Notes with respect to
which a "will be debt" opinion has been rendered by nationally recognized tax
counsel and furnished to the Securities Administrator and (iii) such indenture
supplement does not materially and adversely affect the transfer restrictions
with respect to the Class I-A1 and Class I-A2 Notes set forth in Section 4.02.


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<PAGE>

     The Indenture Trustee and the Securities Administrator are hereby
authorized to join in the execution of any such supplemental indenture and to
make any further appropriate agreements and stipulations that may be therein
contained.

     (b) The Issuing Entity, the Securities Administrator and the Indenture
Trustee, when authorized by an Issuing Entity Request, in the case of the
Securities Administrator and the Indenture Trustee may, also without the consent
of any of the Holders of the Notes and prior notice to the Rating Agency, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
Holders of the Notes under this Indenture; provided, however, that such action
as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, (ii)
shall not adversely affect in any material respect the interests of any
Noteholder, (iii) if 100% of the Certificates and Privately Offered Notes (other
than any Privately Offered Notes with respect to which a "will be debt" opinion
has been rendered by nationally recognized tax counsel and furnished to the
Securities Administrator) are not owned by the Holder of the Trust Certificates,
shall not cause the Issuing Entity to be subject to an entity level tax for
federal income tax purpose and (iv) such action does not materially and
adversely affect the transfer restrictions with respect to the Class A Notes set
forth in Section 4.02.

     Section 9.02 Supplemental Indentures With Consent of Noteholders. The
Issuing Entity, the Securities Administrator and the Indenture Trustee, when
authorized by an Issuing Entity Request in the case of the Securities
Administrator and the Indenture Trustee, also may, with prior notice to the
Rating Agencies and, with the consent Holders of not less than a majority of the
Note Principal Balance of each Class of Notes affected thereby, by Act (as
defined in Section 10.03 hereof) of such Holders delivered to the Issuing
Entity, the Securities Administrator and the Indenture Trustee, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Holders of
the Notes under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Note affected
thereby:

          (i) change the date of payment of any installment of principal of or
interest on any Note, or reduce the principal amount thereof or the interest
rate thereon, change the provisions of this Indenture relating to the
application of collections on, or the proceeds of the sale of, the Trust Estate
and to payment of principal of or interest on the Notes, or change any place of
payment where, or the coin or currency in which, any Note or the interest
thereon is payable, or impair the right to institute suit for the enforcement of
the provisions of this Indenture requiring the application of funds available
therefor, as provided in Article V, to the payment of any such amount due on the
Notes on or after the respective due dates thereof;

          (ii) reduce the percentage of the Note Principal Balances of the
Notes, or any Class of Notes, the consent of the Holders of which is required
for any such supplemental indenture, or the consent of the Holders of which is
required for any waiver of compliance with certain provisions of this Indenture
or certain defaults hereunder and their consequences provided for in this
Indenture;


                                       50

<PAGE>

          (iii) modify or alter the provisions of the proviso to the definition
of the term "Outstanding" or modify or alter the exception in the definition of
the term "Holder";

          (iv) reduce the percentage of the Note Principal Balances of the
Notes, or any Class of Notes, required to direct the Indenture Trustee to direct
the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section
5.04 hereof;

          (v) modify any provision of this Section 9.02 except to increase any
percentage specified herein or to provide that certain additional provisions of
this Indenture or the Basic Documents cannot be modified or waived without the
consent of the Holder of each Note affected thereby;

          (vi) modify any of the provisions of this Indenture in such manner as
to affect the calculation of the amount of any payment of interest or principal
due on any Note on any Payment Date (including the calculation of any of the
individual components of such calculation); or

          (vii) permit the creation of any lien ranking prior to or on a parity
with the lien of this Indenture with respect to any part of the Trust Estate or,
except as otherwise permitted or contemplated herein, terminate the lien of this
Indenture on any property at any time subject hereto or deprive the Holder of
any Note of the security provided by the lien of this Indenture;

and provided, further, that (i) such action shall not, as evidenced by an
Opinion of Counsel, cause the Issuing Entity, if 100% of the Notes and
Certificates (other than any Notes with respect to which a "will be debt"
opinion has been rendered by nationally recognized tax counsel and furnished to
the Securities Administrator) are not owned by the Investor, to be subject to an
entity level tax for federal income tax purposes and (ii) such action does not
materially and adversely affect the transfer restrictions with respect to the
Publicly Offered Notes set forth in Section 4.02.

     Any such action shall not adversely affect in any material respect the
interest of any Holder (other than a Holder who shall consent to such
supplemental indenture) as evidenced by an Opinion of Counsel (provided by the
Person requesting such supplemental indenture) delivered to the Indenture
Trustee and the Securities Administrator.

     It shall not be necessary for any Act of Noteholders under this Section
9.02 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.

     Promptly after the execution by the Issuing Entity, the Securities
Administrator and the Indenture Trustee of any supplemental indenture pursuant
to this Section 9.02, the Securities Administrator shall mail to the Holders of
the Notes to which such amendment or supplemental indenture relates a notice
setting forth in general terms the substance of such supplemental indenture. Any
failure of the Securities Administrator to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

     Section 9.03 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee and the


                                       51

<PAGE>

Securities Administrator shall be entitled to receive, and subject to Sections
6.01 and 6.02 hereof, shall be fully protected in relying upon, an Opinion of
Counsel not at the expense of the Indenture Trustee or the Securities
Administrator stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Indenture Trustee and the
Securities Administrator each may, but shall not be obligated to, enter into any
such supplemental indenture that affects the Indenture Trustee's or the
Securities Administrator's own rights, duties, liabilities or immunities under
this Indenture or otherwise.

     Section 9.04 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and shall be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations of
rights, obligations, duties, liabilities and immunities under this Indenture of
the Indenture Trustee, the Securities Administrator, the Issuing Entity and the
Holders of the Notes shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

     Section 9.05 Conformity with Trust Indenture Act. Every amendment of this
Indenture and every supplemental indenture executed pursuant to this Article IX
shall conform to the requirements of the Trust Indenture Act as then in effect
so long as this Indenture shall then be qualified under the Trust Indenture Act.

     Section 9.06 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Securities Administrator
shall, bear a notation in form approved by the Securities Administrator as to
any matter provided for in such supplemental indenture. If the Issuing Entity or
the Securities Administrator shall so determine, new Notes so modified as to
conform, in the opinion of the Securities Administrator and the Issuing Entity,
to any such supplemental indenture may be prepared and executed by the Issuing
Entity and authenticated and delivered by the Securities Administrator in
exchange for Outstanding Notes.

                                    ARTICLE X

                                  MISCELLANEOUS

     Section 10.01 Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuing Entity to the Indenture Trustee to take
any action under any provision of this Indenture, the Issuing Entity shall
furnish to the Indenture Trustee (i) an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and (ii) an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that, in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:


                                       52

<PAGE>

          (1) a statement that each signatory of such certificate or opinion has
     read or has caused to be read such covenant or condition and the
     definitions herein relating thereto;

          (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (3) a statement that, in the opinion of each such signatory, such
     signatory has made such examination or investigation as is necessary to
     enable such signatory to express an informed opinion as to whether or not
     such covenant or condition has been complied with;

          (4) a statement as to whether, in the opinion of each such signatory,
     such condition or covenant has been complied with; and

          (5) if the signatory of such certificate or opinion is required to be
     Independent, the statement required by the definition of the term
     "Independent".

     (b) (i) Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuing Entity shall, in addition to any obligation imposed in Section 10.01 (a)
or elsewhere in this Indenture, furnish to the Securities Administrator and the
Indenture Trustee an Officer's Certificate certifying or stating the opinion of
each person signing such certificate as to the fair value (within 90 days prior
to such deposit) to the Issuing Entity of the Collateral or other property or
securities to be so deposited and a report from a nationally recognized
accounting firm verifying such value.

          (ii) Whenever the Issuing Entity is required to furnish to the
Securities Administrator and the Indenture Trustee an Officer's Certificate
certifying or stating the opinion of any signer thereof as to the matters
described in clause (i) above, the Issuing Entity shall also deliver to the
Securities Administrator and the Indenture Trustee an Independent Certificate
from a nationally recognized accounting firm as to the same matters, if the fair
value of the securities to be so deposited and of all other such securities made
the basis of any such withdrawal or release since the commencement of the then
current fiscal year of the Issuing Entity, as set forth in the certificates
delivered pursuant to clause (i) above and this clause (ii), is 10% or more of
the Note Principal Balances of the Notes, but such a certificate need not be
furnished with respect to any securities so deposited, if the fair value thereof
as set forth in the related Officer's Certificate is less than $25,000 or less
than one percent of the then outstanding Note Principal Balances of the Notes.

          (iii) Whenever any property or securities are to be released from the
lien of this Indenture, the Issuing Entity shall also furnish to the Securities
Administrator and the Indenture Trustee an Officer's Certificate certifying or
stating the opinion of each person signing such certificate as to the fair value
(within 90 days prior to such release) of the property or securities proposed to
be released and stating that in the opinion of such person the proposed release
will not impair the security under this Indenture in contravention of the
provisions hereof.


                                       53

<PAGE>

          (iv) Whenever the Issuing Entity is required to furnish to the
Securities Administrator and the Indenture Trustee an Officer's Certificate
certifying or stating the opinion of any signer thereof as to the matters
described in clause (iii) above, the Issuing Entity shall also furnish to the
Securities Administrator and the Indenture Trustee an Independent Certificate as
to the same matters if the fair value of the property or securities and of all
other property or securities released from the lien of this Indenture since the
commencement of the then-current calendar year, as set forth in the certificates
required by clause (iii) above and this clause (iv), equals 10% or more of the
Note Principal Balances of the Notes, but such certificate need not be furnished
in the case of any release of property or securities if the fair value thereof
as set forth in the related Officer's Certificate is less than $25,000 or less
than one percent of the then outstanding Note Principal Balances of the Notes.

     Section 10.02 Form of Documents Delivered to Indenture Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

     Any certificate or opinion of an Authorized Officer of the Issuing Entity
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate of an Authorized Officer or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Seller or the Issuing Entity, stating that the information with respect to
such factual matters is in the possession of the Seller or the Issuing Entity,
unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters
are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuing
Entity shall deliver any document as a condition of the granting of such
application, or as evidence of the Issuing Entity's compliance with any term
hereof, it is intended that the truth and accuracy, at the time of the granting
of such application or at the effective date of such certificate or report (as
the case may be), of the facts and opinions stated in such document shall in
such case be conditions precedent to the right of the Issuing Entity to have
such application granted or to the sufficiency of such certificate or report.
The foregoing shall not, however, be construed to affect the Indenture Trustee's
right to rely upon the truth and accuracy of any statement or opinion contained
in any such document as provided in Article VI.

     Section 10.03 Acts of Noteholders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by


                                       54

<PAGE>

Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by agents
duly appointed in writing; and except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee, and, where it is hereby expressly required,
to the Issuing Entity. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Noteholders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.01
hereof) conclusive in favor of the Indenture Trustee and the Issuing Entity, if
made in the manner provided in this Section 10.03 hereof.

     (b) The fact and date of the execution by any person of any such instrument
or writing may be proved in any manner that the Indenture Trustee deems
sufficient.

     (c) The ownership of Notes shall be proved by the Note Registrar.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Notes shall bind the Holder of every Note
issued upon the registration thereof or in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by the Indenture
Trustee or the Issuing Entity in reliance thereon, whether or not notation of
such action is made upon such Note.

     Section 10.04 Notices etc., to Indenture Trustee Issuing Entity, Securities
Administrator and Rating Agencies. Any request, demand, authorization,
direction, notice, consent, waiver or Act of Noteholders or other documents
provided or permitted by this Indenture shall be in writing and if such request,
demand, authorization, direction, notice, consent, waiver or act of Noteholders
is to be made upon, given or furnished to or filed with:

          (i) the Indenture Trustee by any Noteholder or by the Issuing Entity
shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Indenture Trustee at the Corporate Trust Office.
The Indenture Trustee shall promptly transmit any notice received by it from the
Noteholders to the Issuing Entity;

          (ii) the Securities Administrator by any Noteholder or by the Issuing
Entity shall be sufficient for every purpose hereunder if made, given, furnished
or filed in writing to or with the Securities Administrator at Wells Fargo Bank,
N.A., P.O. Box 98, Columbia Maryland 21046 (or, in the case of overnight
deliveries, 9062 Old Annapolis Road, Columbia, Maryland 21045), Attn: Client
Manager - Merrill Lynch Mortgage Backed Securities Trust, Series 2007-2, or such
other address as may hereafter be furnished to the other parties hereto in
writing. The Securities Administrator shall promptly transmit any notice
received by it from the Noteholders to the Issuing Entity; or

          (iii) the Issuing Entity by the Indenture Trustee or by any Noteholder
shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing and mailed first-class, postage prepaid to the Issuing Entity
addressed to: Merrill Lynch Mortgage Backed Securities Trust, Series 2007-2, in
care of Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, or
at any other address previously furnished in writing to the Indenture Trustee


                                       55

<PAGE>

by the Issuing Entity. The Issuing Entity shall promptly transmit any notice
received by it from the Noteholders to the Indenture Trustee.

     Notices required to be given to the Rating Agencies by the Issuing Entity,
the Indenture Trustee, the Securities Administrator or the Owner Trustee shall
be in writing, mailed first-class postage pre-paid: in the case of Fitch, to
Fitch, Inc., One State Street Plaza, New York, New York 10004; and in the case
of Moody's, Moody's Investors Services Inc., 99 Church Street, New York, New
York 10004; or as to each of the foregoing, at such other address as shall be
designated by written notice to the other parties.

     Section 10.05 Notices to Noteholders; Waiver. Where this Indenture provides
for notice to Noteholders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if made, given, furnished or filed
in writing and mailed, first-class, postage prepaid to each Noteholder affected
by such event, at such Person's address as it appears on the Note Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. In any case where notice to Noteholders is given
by mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Noteholder shall affect the sufficiency of such notice
with respect to other Noteholders, and any notice that is mailed in the manner
herein provided shall conclusively be presumed to have been duly given
regardless of whether such notice is in fact actually received.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Noteholders shall be filed with the Indenture Trustee but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.

     In case, by reason of the suspension of regular mail service as a result of
a strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event to Noteholders when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a
sufficient giving of such notice.

     Where this Indenture provides for notice to the Rating Agency, failure to
give such notice shall not affect any other rights or obligations created
hereunder, and shall not under any circumstance constitute an Event of Default.

     Section 10.06 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to
be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.

     The provisions of TIA Sections 310 through 317 that impose duties on any
Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

     Section 10.07 Effect of Headings. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.


                                       56

<PAGE>

     Section 10.08 Successors and Assigns. All covenants and agreements in this
Indenture and the Notes by the Issuing Entity shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

     Section 10.09 Separability. In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     Section 10.10 Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

     Section 10.11 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAWS, WHICH SHALL APPLY HERETO), AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

     Section 10.12 Counterparts. This Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.

     Section 10.13 Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuing Entity and at its expense accompanied by an Opinion of
Counsel at its expense (which may be counsel to the Indenture Trustee or any
other counsel reasonably acceptable to the Indenture Trustee) to the effect that
such recording is necessary either for the protection of the Noteholders or any
other Person secured hereunder or for the enforcement of any right or remedy
granted to the Indenture Trustee under this Indenture.

     Section 10.14 Issuing Entity Obligation. No recourse may be taken, directly
or indirectly, with respect to the obligations of the Issuing Entity, the Owner
Trustee or the Securities Administrator on the Notes or under this Indenture or
any certificate or other writing delivered in connection herewith or therewith,
against (i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuing Entity or (iii)
any partner, owner, beneficiary, agent, officer, director, employee or agent of
the Securities Administrator, the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuing Entity, the Securities
Administrator, the Owner Trustee or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that
the Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to


                                       57

<PAGE>

pay any installment or call owing to such entity. For all purposes of this
Indenture, in the performance of any duties or obligations of the Issuing Entity
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

     Section 10.15 No Petition. The Indenture Trustee and the Securities
Administrator, by entering into this Indenture, each Noteholder, by accepting a
Note and each Certificateholder, by accepting a Certificate, hereby covenant and
agree that they will not at any time prior to one year from the date of
termination hereof, institute against the Depositor or the Issuing Entity, or
join in any institution against the Depositor or the Issuing Entity of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, this
Indenture or any of the Basic Documents; provided however, that nothing herein
shall prohibit the Indenture Trustee from filing proofs of claim in any
proceeding.

     Section 10.16 Inspection. The Issuing Entity agrees that, at its expense,
on reasonable prior notice, it shall permit any representative of the Indenture
Trustee or the Securities Administrator, during the Issuing Entity's normal
business hours, to examine all the books of account, records, reports and other
papers of the Issuing Entity, to make copies and extracts therefrom, to cause
such books to be audited by Independent certified public accountants, and to
discuss the Issuing Entity's affairs, finances and accounts with the Issuing
Entity's officers, employees, and Independent certified public accountants, all
at such reasonable times and as often as may be reasonably requested. The
Indenture Trustee shall cause its representatives to hold in confidence all such
information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that the Indenture Trustee or the Securities Administrator may
reasonably determine that such disclosure is consistent with its obligations
hereunder.


                                       58

<PAGE>

     IN WITNESS WHEREOF, the Issuing Entity, the Securities Administrator and
the Indenture Trustee have caused their names to be signed hereto by their
respective officers thereunto duly authorized, all as of the day and year first
above written.

                                        MERRILL LYNCH MORTGAGE BACKED SECURITIES
                                        TRUST, SERIES 2007-2, as Issuing Entity

                                        BY: Wilmington Trust Company, not in its
                                        individual capacity but solely as Owner
                                        Trustee


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        WELLS FARGO BANK, N.A., as Securities
                                        Administrator


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        HSBC Bank USA, National Association, as
                                        Indenture Trustee


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
<PAGE>

                                   EXHIBIT A-1

             [FORM OF DTC-ELIGIBLE CLASS I-A1 AND CLASS I-A2 NOTES]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES ADMINISTRATOR
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN THE INDENTURE.

EACH INVESTOR IN THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE
REPRESENTED AND AGREED EITHER THAT IT (i) IS NOT AN EMPLOYEE BENEFIT PLAN OR
OTHER ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND IS NOT DIRECTLY OR
INDIRECTLY ACQUIRING THIS NOTE FOR, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH
PLAN OR (ii) IS A PERSON DESCRIBED IN CLAUSE (I) AND ITS ACQUISITION AND HOLDING
OF THIS NOTE, OR ANY INTEREST HEREIN, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE CODE, OR A VIOLATION OF ANY
PROVISION UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS
THAT ARE SUBSTANTIVELY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE
("SIMILAR LAW"), AND WILL NOT SUBJECT THE ISSUING ENTITY, THE SPONSOR, THE
SELLER, THE DEPOSITOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE SECURITIES
ADMINISTRATOR, THE NOTE REGISTRAR, THE MASTER SERVICER OR ANY SERVICER TO ANY
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUING ENTITY, AND IS LIMITED IN
RIGHT OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE
INDENTURE REFERRED TO BELOW. THE ISSUING ENTITY IS NOT OTHERWISE PERSONALLY
LIABLE FOR PAYMENTS ON THIS NOTE.

THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO UNITED STATES TREASURY
REGULATION SECTION 1.1275-3(b). THIS NOTE MAY BE ISSUED WITH ORIGINAL ISSUE
DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE HOLDER OF THIS NOTE
MAY OBTAIN THE INFORMATION DESCRIBED IN UNITED STATES TREASURY REGULATION
SECTION 1.1275-3(b)(1)(i)


                                      A-1-1

<PAGE>

FROM HSBC BANK USA, NATIONAL ASSOCIATION AT ITS OFFICE LOCATED AT 452 FIFTH
AVENUE, NEW YORK, NEW YORK 10018, ATTENTION: CDO BUSINESS GROUP, MERRILL LYNCH
MORTGAGE BACKED SECURITIES TRUST, 2007-2, MORTGAGE-BACKED ASSET NOTES, BY
SUBMITTING A WRITTEN REQUEST THEREFOR.

PRINCIPAL OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.

          MERRILL LYNCH MORTGAGE BACKED SECURITIES TRUST, SERIES 2007-2
                        MORTGAGE LOAN ASSET-BACKED NOTES
                               CLASS [I-A1] [I-A2]

AGGREGATE NOTE PRINCIPAL BALANCE: $[_____]   NOTE INTEREST RATE: _____
                                             [Adjustable Rate]

INITIAL NOTE PRINCIPAL                       NOTE NO. [__]

BALANCE OF THIS NOTE: $[_____]               CUSIP NO: [_____]

     MERRILL LYNCH MORTGAGE BACKED SECURITIES TRUST, SERIES 2007-2 (the "Issuing
Entity"), a Delaware statutory trust, for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of [_____ DOLLARS
($_____)] in monthly installments on the twenty-fifth day of each month or, if
such day is not a Business Day, the next succeeding Business Day (each a
"Payment Date"), commencing in July 2007 and ending on or before the Payment
Date occurring in June 2037 (the "Final Scheduled Payment Date") and to pay
interest on the Note Principal Balance of this Note (this "Note") outstanding
from time to time as provided below.

     This Note is one of a duly authorized issue of the Issuing Entity's
Mortgage Loan Asset-Backed Notes (the "Notes"), issued under an Indenture dated
as of June 27, 2007 (the


                                     A-1-2

<PAGE>

"Indenture"), among the Issuing Entity, Wells Fargo Bank, N.A., as Securities
Administrator (the "Securities Administrator") and HSBC Bank USA, National
Association, as indenture trustee (the "Indenture Trustee", which term includes
any successor Indenture Trustee under the Indenture) to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Issuing Entity, the Indenture Trustee, and
the Holders of the Notes and the terms upon which the Notes are to be
authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

     Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Principal Balance" of a Note as of any date of determination is equal to
the initial Note Principal Balance thereof, minus (i) all amounts distributed in
respect of principal with respect to such Class of Notes and (ii) the aggregate
amount of any reductions in the Note Principal Balance thereof deemed to have
occurred in connection with allocations of Realized Losses on all prior Payment
Dates in accordance with the Indenture, taking account of its applicable Loss
Allocation Limitation, plus (iii) any Subsequent Recoveries allocated thereto.

     The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuing Entity with respect to this Note
shall be equal to this Note's pro rata share of the aggregate payments on all
Class [I-A1] [I-A2] Notes as described above, and shall be applied as between
interest and principal as provided in the Indenture.

     All principal and interest accrued on the Notes, if not previously paid,
will become finally due and payable at the Final Scheduled Payment Date.

     The Mortgage Loans are subject to purchase in whole, but not in part, by
the Majority Certificateholder on any Payment Date on or after the Payment Date
on which the aggregate Scheduled Principal Balance of the Mortgage Loans as of
the end of the prior Due Period is less than or equal to 10% of the aggregate
Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date.

     The Issuing Entity shall not be liable upon the indebtedness evidenced by
the Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class [I-A1] [I-A2]
Notes, and each Holder hereof, by its acceptance of this Note, agrees that (i)
such Note will be limited in right of payment to amounts available from the
Trust Estate as provided in the Indenture and (ii) such Holder shall have no
recourse to the Issuing Entity, the Sponsor, the Owner Trustee, the Indenture
Trustee, the Depositor, the Seller, the Master Servicer, the Securities
Administrator or any of their respective affiliates, or to the assets of any of
the foregoing entities, except the assets of the Issuing Entity pledged to
secure the Class [I-A1] [I-A2] Notes pursuant to the Indenture and the rights
conveyed to the Issuing Entity under the Indenture.

     Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the


                                     A-1-3

<PAGE>

close of business on the Record Date for such Payment Date by check mailed to
such person's address as it appears in the Note Register on such Record Date,
except for the final installment of principal and interest payable with respect
to such Note, which shall be payable as provided below. Notwithstanding the
foregoing, upon written request with appropriate instructions by the Holder of
this Note delivered to the Securities Administrator at least five Business Days
prior to the Record Date, any payment of principal or interest, other than the
final installment of principal or interest, shall be made by wire transfer to an
account in the United States designated by such Holder. All reductions in the
principal amount of a Note effected by payments of principal made on any Payment
Date shall be binding upon all Holders of this Note and of any Note issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof,
whether or not such payment is noted on such Note. The final payment of this
Note shall be payable upon presentation and surrender thereof on or after the
Payment Date thereof at the office designated by the Securities Administrator or
the office or agency of the Issuing Entity maintained by it for such purpose
pursuant to Section 4.02 of the Indenture.

     Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note, shall carry the right to unpaid principal and interest that were
carried by such other Note.

     If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Principal Balance of the Notes, the amount payable to the Holder of this
Note will be equal to the sum of the unpaid Note Principal Balance of this Note,
together with accrued and unpaid interest thereon as described in the Indenture.
The Indenture provides that, notwithstanding the acceleration of the maturity of
the Notes, under certain circumstances specified therein, all amounts collected
as proceeds of the Trust Estate securing the Notes or otherwise shall continue
to be applied to payments of principal of and interest on the Notes as if they
had not been declared due and payable.

     The failure to pay any Net Interest Shortfall at any time when funds are
not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

     Each Investor in this Note or any interest herein will be deemed to have
represented and agreed to either (I) that it is not an employee benefit plan or
arrangement subject to Title I of ERISA, a plan subject to Section 4975 of the
Code or a plan subject to any provisions under Similar Law and it is not
directly or indirectly acquiring this Note for, on behalf of or with any assets
of any such plan or (II) that It is a person described in clause (I) and its
acquisition and holding of this Note, or any interest herein, will not
constitute or result in a non-exempt prohibited transaction under ERISA or the
Code, or a violation of Similar Law, and will not subject the Issuing Entity,
the Sponsor, the Seller, the Owner Trustee, the Indenture Trustee, the
Securities Administrator, the Note Registrar, the Master Servicer or any
Servicer to any obligation in addition to those undertaken in the Indenture.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Note Register of the
Issuing Entity. Upon surrender for registration of transfer of, or presentation
of a written instrument of transfer for,


                                     A-1-4

<PAGE>

this Note at the office or agency designated by the Issuing Entity pursuant to
the Indenture, accompanied by proper instruments of assignment in form
satisfactory to the Securities Administrator, one or more new Notes of any
authorized denominations and of a like aggregate then outstanding Note Principal
Balance, will be issued to the designated transferee or transferees.

     Prior to the due presentment for registration of transfer of this Note, the
Issuing Entity, the Indenture Trustee, the Securities Administrator and any
agent of the Issuing Entity, the Securities Administrator or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note, and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and none of the Issuing Entity, the Securities Administrator, the Indenture
Trustee nor any such agent of the Issuing Entity, the Securities Administrator
or the Indenture Trustee shall be affected by notice to the contrary.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuing Entity and the rights of the Holders of the Notes under the Indenture at
any time by the Issuing Entity and the Holders of a majority of each Class of
Notes affected thereby. The Indenture also contains provisions permitting the
Holders of Notes representing not less than a majority of the aggregate Note
Principal Balance of the Notes, to waive any past Event of Default and its
consequences except an Event of Default (a) with respect to payment of principal
of or interest on any of the Notes, or (b) in respect of a covenant or provision
of the Indenture which cannot be modified or amended without the consent of the
Holder of each Note. Any such waiver by the Holder, at the time of the giving
thereof, of this Note (or any one or more predecessor Notes) shall bind the
Holder of every Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon such Note. The Indenture also permits the Issuing Entity,
the Indenture Trustee and the Securities Administrator, following prior notice
to the Rating Agencies, to amend or waive certain terms and conditions set forth
in the Indenture without the consent of the Holders of the Notes issued
thereunder.

     Initially, the Notes will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for the Notes. The
Notes will be delivered by the clearing agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. The Notes
are exchangeable for a like aggregate then outstanding Note Principal Balance of
Notes of different authorized denominations, as requested by the Holder
surrendering same.

     Unless the Certificate of Authentication hereon has been executed by the
Securities Administrator by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither the Owner Trustee in its individual
capacity, nor any of its respective partners, beneficiaries, agents, officers,
directors, employees, or successors or assigns, shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or


                                     A-1-5

<PAGE>

indemnifications contained in this Note, it being expressly understood that said
covenants, obligations and indemnifications have been made solely by the Trust
to the extent of the assets of the Trust. The holder of this Note by the
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Trust Estate for any and all liabilities, obligations and
undertakings contained in this Note.

     AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


                                     A-1-6

<PAGE>

     IN WITNESS WHEREOF, the Issuing Entity has caused this Note to be duly
executed.

DATED: [_______]

                                        MERRILL LYNCH MORTGAGE BACKED
                                        SECURITIES TRUST, SERIES 2007-2

                                        By: Wilmington  Trust Company,  solely
                                            as Owner Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Officer


CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE NOTES REFERRED TO
IN THE WITHIN-MENTIONED AGREEMENT.

WELLS FARGO BANK, N.A.,
as Authenticating Agent


By:
    ---------------------------------
    Authorized Signatory


                                     A-1-7

<PAGE>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
the Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

     TEN COM             --                as tenants in common

     TEN ENT             --                as tenants by the entireties

     JT TEN              --                as joint tenants with right of
                                           survivorship and not as tenants in
                                           common

     UNIF GIFT MIN ACT   --   ____________ Custodian

                                           _____________________________________
                                           (Cust)                        (Minor)

                                           under Uniform Gifts to Minor Act

                                           _____________________________________
                                                          (State)

Additional abbreviations may also be used though not in the above list.


                                      A-1-8

<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

________________________________________________________________________________
     (Please insert social security or other identifying number of assignee)

________________________________________________________________________________

________________________________________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________ attorney to transfer said Note on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated:
       ------------------------------   ----------------------------------------
                                        Signature by or on behalf of Assignor


                                        ----------------------------------------
                                        Signature Guaranteed

     NOTICE: The signature(s) to this assignment must correspond with the name
as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


                                     A-1-9
<PAGE>

                                   EXHIBIT A-2

                    [FORM OF REIT-RESTRICTED CLASS X-A NOTES]

THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS I-A1 AND CLASS I-A2
NOTES AS DESCRIBED IN THE INDENTURE.

THIS NOTE IS BEING OFFERED ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) OR INSTITUTIONAL "ACCREDITED INVESTORS"
(AS DEFINED IN RULE 501(A) (1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT) AND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE "SECURITIES ACT"), AS AMENDED, OR THE SECURITIES OR "BLUE SKY"
LAWS OF ANY STATE AND IS BEING OFFERED AND SOLD IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND LAWS. THIS NOTE MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH SECURITIES
ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE. THIS NOTE MAY NOT BE PURCHASED
BY A CORPORATION IN THE STATE OF CALIFORNIA UNLESS IT HAS A NET WORTH OF AT
LEAST $14,000,000 ACCORDING TO ITS MOST RECENT AUDITED FINANCIAL STATEMENTS.

NO TRANSFER OF THIS NOTE SHALL BE MADE, UNLESS (A) A "WILL BE DEBT" OPINION
SHALL HAVE BEEN RENDERED BY NATIONALLY RECOGNIZED TAX COUNSEL WITH RESPECT TO IT
AND FURNISHED TO THE SECURITIES ADMINISTRATOR, OR (B) THE TRANSFEREE SHALL HAVE
DELIVERED TO THE NOTE REGISTRAR AND THE SECURITIES ADMINISTRATOR A CERTIFICATE
CERTIFYING THAT (1) IT IS A REAL ESTATE INVESTMENT TRUST ("REIT") WITHIN THE
MEANING OF SECTION 856(A) OF THE CODE OR A QUALIFIED REIT SUBSIDIARY ("QRS")
WITHIN THE MEANING OF SECTION 856(I) OF THE CODE OR AN ENTITY DISREGARDED AS AN
ENTITY SEPARATE FROM A REIT OR A QRS AND (2) FOLLOWING THE TRANSFER, 100% OF THE
SUBORDINATE NOTES AND CERTIFICATES (OTHER THAN ANY SUBORDINATE NOTES WITH
RESPECT TO WHICH A "WILL BE DEBT" OPINION HAS BEEN RENDERED BY NATIONALLY
RECOGNIZED TAX COUNSEL AND FURNISHED TO THE SECURITIES ADMINISTRATOR) WILL BE
OWNED BY A SINGLE REIT, DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE QRSS OF SUCH
REIT OR ONE OR MORE ENTITIES DISREGARDED AS ENTITIES SEPARATE FROM SUCH REIT OR
SUCH QRSS; PROVIDED THAT (X) THIS NOTE MAY BE PLEDGED TO SECURE INDEBTEDNESS AND
MAY BE THE SUBJECT OF REPURCHASE AGREEMENTS TREATED AS SECURED INDEBTEDNESS FOR
FEDERAL INCOME TAX PURPOSES, AND (Y) THIS NOTE MAY BE TRANSFERRED BY A RELATED
LENDER UNDER ANY SUCH RELATED LOAN AGREEMENT OR REPURCHASE AGREEMENT UPON A
DEFAULT UNDER ANY SUCH INDEBTEDNESS, IN WHICH CASE THE TRANSFEROR SHALL DELIVER
TO THE NOTE REGISTRAR AND THE


                                      A-2-1

<PAGE>

SECURITIES ADMINISTRATOR A CERTIFICATE CERTIFYING TO SUCH EFFECT.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUING ENTITY, AND IS LIMITED IN
RIGHT OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE
INDENTURE REFERRED TO BELOW. THE ISSUING ENTITY IS NOT OTHERWISE PERSONALLY
LIABLE FOR PAYMENTS ON THIS NOTE.

EACH INVESTOR IN THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE
REPRESENTED AND AGREED EITHER THAT IT (I) IS NOT AN EMPLOYEE BENEFIT PLAN OR
OTHER ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND IS NOT DIRECTLY OR
INDIRECTLY ACQUIRING THIS NOTE FOR, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH
PLAN OR (II) (A) SOLELY IN THE EVENT THAT A "WILL BE DEBT" OPINION SHALL HAVE
BEEN RENDERED BY NATIONALLY RECOGNIZED TAX COUNSEL WITH RESPECT TO THIS NOTE AND
FURNISHED TO THE SECURITIES ADMINISTRATOR, IS A PERSON DESCRIBED IN CLAUSE (I)
AND ITS ACQUISITION AND HOLDING OF THIS NOTE, OR ANY INTEREST HEREIN, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE
CODE, OR A VIOLATION OF ANY PROVISION UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S.
OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR TO TITLE I OF ERISA
OR SECTION 4975 OF THE CODE ("SIMILAR LAW"), OR (B) IS A PLAN THAT IS NOT
SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, AND THE ACQUISITION AND
HOLDING OF THIS NOTE BY SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A VIOLATION
OF SIMILAR LAW, AND IN THE CASE OF BOTH (A) AND (B) WILL NOT SUBJECT THE ISSUING
ENTITY, THE SPONSOR, THE SELLER, THE DEPOSITOR, THE OWNER TRUSTEE, THE INDENTURE
TRUSTEE, THE SECURITIES ADMINISTRATOR, THE NOTE REGISTRAR, THE MASTER SERVICER
OR ANY SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE
INDENTURE.

THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO UNITED STATES TREASURY
REGULATION SECTION 1.1275-3(b). THIS NOTE MAY BE ISSUED WITH ORIGINAL ISSUE
DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE HOLDER OF THIS NOTE
MAY OBTAIN THE INFORMATION DESCRIBED IN UNITED STATES TREASURY REGULATION
SECTION 1.1275-3(b)(1)(i) FROM HSBC BANK USA, NATIONAL ASSOCIATION AT ITS OFFICE
LOCATED AT 452 FIFTH AVENUE, NEW YORK, NEW YORK 10018, ATTENTION: CDO BUSINESS
GROUP, MERRILL LYNCH MORTGAGE BACKED SECURITIES TRUST, 2007-2, MORTGAGE-BACKED
ASSET NOTES, BY SUBMITTING A WRITTEN REQUEST THEREFOR.


                                      A-2-2

<PAGE>

THE OUTSTANDING NOTIONAL BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.

          MERRILL LYNCH MORTGAGE BACKED SECURITIES TRUST, SERIES 2007-2
                        MORTGAGE LOAN ASSET-BACKED NOTES
                                    CLASS X-A

AGGREGATE NOTE NOTIONAL BALANCE: $[_____]   NOTE INTEREST RATE: [Variable Rate]

INITIAL NOTE NOTIONAL BALANCE OF            NOTE NO. [__]
THIS NOTE: $[_____]

PERCENTAGE INTEREST: [___]%                 CUSIP NO: [_____]


                                      A-2-3

<PAGE>

     MERRILL LYNCH MORTGAGE BACKED SECURITIES TRUST, SERIES 2007-2 (the "Issuing
Entity"), a Delaware statutory trust, for value received, hereby promises to pay
to [_____] or registered assigns, on the twenty-fifth day of each month or, if
such day is not a Business Day, the next succeeding Business Day (each a
"Payment Date"), commencing in July 2007 and ending on or before the Payment
Date occurring in June 2037 (the "Final Scheduled Payment Date") and to pay
interest on the Note Notional Balance of this Note (this "Note") outstanding
from time to time as provided below.

     This Note is one of a duly authorized issue of the Issuing Entity's
Mortgage Loan Asset-Backed Notes (the "Notes"), issued under an Indenture, dated
as of June 27, 2007 (the "Indenture"), among the Issuing Entity, Wells Fargo
Bank, N.A., as Securities Administrator (the "Securities Administrator"), and
HSBC Bank USA, National Association, as indenture trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuing Entity, the
Indenture Trustee and the Holders of the Notes and the terms upon which the
Notes are to be authenticated and delivered. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

     Payments of interest on this Note will be made on each Payment Date to the
Noteholder of record as of the related Record Date.

     The interest on this Note is due and payable as described in the Indenture,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All payments
made by the Issuing Entity with respect to this Note shall be equal to this
Note's pro rata share of the aggregate payments on all Class X-A Notes as
described above.

     All interest accrued on the Class X-A Notes, if not previously paid, will
become finally due and payable at the Final Scheduled Payment Date.

     The Mortgage Loans are subject to purchase in whole, but not in part, by
the Majority Certificateholder on any Payment Date on or after the Payment Date
on which the aggregate Scheduled Principal Balance of the Mortgage Loans as of
the end of the prior Due Period is less than or equal to 10% of the aggregate
Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date.

     The Issuing Entity shall not be liable upon the indebtedness evidenced by
the Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class X-A Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuing Entity, the Sponsor, the Owner Trustee, the Indenture Trustee, the
Depositor, the Seller, the Master Servicer, the Securities Administrator or any
of their respective affiliates, or to the assets of any


                                      A-2-4

<PAGE>

of the foregoing entities, except the assets of the Issuing Entity pledged to
secure the Class X-A Notes pursuant to the Indenture and the rights conveyed to
the Issuing Entity under the Indenture.

     Any payment of interest payable on this Note which is punctually paid on
the applicable Payment Date shall be paid to the Person in whose name such Note
is registered at the close of business on the Record Date for such Payment Date
by check mailed to such person's address as it appears in the Note Register on
such Record Date, except for the final installment interest payable with respect
to such Note, which shall be payable as provided below. Notwithstanding the
foregoing, upon written request with appropriate instructions by the Holder of
this Note delivered to the Securities Administrator at least five Business Days
prior to the Record Date, any payment of interest, other than the final
installment of interest, shall be made by wire transfer to an account in the
United States designated by such Holder. The final payment of this Note shall be
payable upon presentation and surrender thereof on or after the Payment Date
thereof at the Office designated by the Securities Administrator or the office
or agency of the Issuing Entity maintained by it for such purpose pursuant to
the Indenture.

     Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note, shall carry the right to unpaid interest that were carried by such
other Note.

     If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Principal Balance of the Notes, the amount payable to the Holder of this
Note will be equal to the sum of accrued and unpaid interest on this Note as
described in the Indenture. The Indenture provides that, notwithstanding the
acceleration of the maturity of the Notes, under certain circumstances specified
therein, all amounts collected as proceeds of the Trust Estate securing the
Notes or otherwise shall continue to be applied to payments of principal of and
interest on the Notes as if they had not been declared due and payable.

     The failure to pay any Net Interest Shortfall at any time when funds are
not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

     No transfer, sale, pledge or other disposition of this Note or interest
herein shall be made unless that transfer, sale, pledge or other disposition is
exempt from the registration and/or qualification requirements of the Securities
Act and any applicable state securities laws, or is otherwise made in accordance
with the Securities Act and such state securities laws. If a transfer of this
Note is to be made without registration under the Securities Act (other than in
connection with the initial issuance thereof or a transfer thereof by the
Depositor or one of its Affiliates), then the Note Registrar shall refuse to
register such transfer unless (i) it receives (and upon receipt, may
conclusively rely upon) a certificate substantially in the form attached as
Exhibit C to the Indenture (provided, however, that in the case of the
Book-Entry Notes, the Noteholder and the Noteholder's prospective transferee
will be deemed to have made the representations set forth in such certification
and the Note Registrar will not be required to receive such certification) or
(ii) it receives a written Opinion of Counsel acceptable to and in form and


                                      A-2-5

<PAGE>

substance satisfactory to the Note Registrar and the transferee executes a
representation letter substantially in the form of Exhibit D attached to the
Indenture, and transferor executes a representation letter substantially in the
form of Exhibit E attached to the Indenture, each acceptable to and in form and
substance satisfactory to the Note Registrar and the Securities Administrator.
None of the Issuing Entity, the Securities Administrator, the Depositor, the
Indenture Trustee or the Note Registrar is obligated to register or qualify any
Notes under the Securities Act or any other securities law or to take any action
not otherwise required under the Indenture to permit the transfer of this Note
or interest herein without registration or qualification. Any Noteholder
desiring to effect a transfer of this Note or interest herein shall, and does
hereby agree to, indemnify the Issuing Entity, the Sponsor, the Depositor, the
Owner Trustee, the Indenture Trustee, the Securities Administrator and the Note
Registrar against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

     No transfer of this Class X-A Note (other than any Class X-A Note with
respect to which a "will be debt" opinion has been rendered by nationally
recognized tax counsel and furnished to the Securities Administrator) or any
interest therein shall be made to any Person, and the Note Registrar shall
refuse to register any such transfer, unless the transferee shall have delivered
to the Note Registrar and the Securities Administrator a certificate certifying
that (i) it is a real estate investment trust ("REIT") within the meaning of
Section 856(a) of the Code, a qualified REIT subsidiary ("QRS") within the
meaning of Section 856(i) of the Code, or an entity disregarded as an entity
separate from a REIT or a QRS and (ii) following the transfer, 100% of the
Subordinate Notes and Trust Certificates (other than any Subordinate Notes that
are characterized as indebtedness for federal income tax purposes) will be owned
by a REIT, directly or indirectly through one or more qualified QRSs of such
single REIT or one or more entities disregarded as entities separate from such
REIT or such QRSs; provided that (x) this Class X-A Note may be pledged to
secure indebtedness and may be the subject of repurchase agreements treated as
secured indebtedness for federal income tax purposes, and (y) this Class X-A
Note may be transferred by the related lender under any such related loan
agreement or repurchase agreement upon a default under any such indebtedness, in
which case the transferor shall deliver to the Note Registrar and the Securities
Administrator a certificate certifying to such effect.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Note Register of the
Issuing Entity. Upon surrender for registration of transfer of, or presentation
of a written instrument of transfer for, this Note at the office or agency
designated by the Issuing Entity pursuant to the Indenture, accompanied by
proper instruments of assignment in form satisfactory to the Securities
Administrator, one or more new Notes of any authorized denominations and of a
like aggregate then outstanding Note Notional Balance, will be issued to the
designated transferee or transferees.

     Prior to the due presentment for registration of transfer of this Note, the
Issuing Entity, the Indenture Trustee, the Securities Administrator and any
agent of the Issuing Entity, the Securities Administrator or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note, and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and none of the Issuing Entity, the Securities Administrator, the Indenture
Trustee nor any such agent of the Issuing


                                      A-2-6

<PAGE>

Entity, the Securities Administrator or the Indenture Trustee shall be affected
by notice to the contrary.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuing Entity and the rights of the Holders of the Notes under the Indenture at
any time by the Issuing Entity and the Holders of a majority of each Class of
Notes affected thereby. The Indenture also contains provisions permitting the
Holders of Notes representing not less than a majority of the aggregate Note
Principal Balance of the Notes, to waive any past Event of Default and its
consequences except an Event of Default (a) with respect to payment of principal
of or interest on any of the Notes, or (b) in respect of a covenant or provision
of the Indenture which cannot be modified or amended without the consent of the
Holder of each Note. Any such waiver by the Holder, at the time of the giving
thereof, of this Note (or any one or more predecessor Notes) shall bind the
Holder of every Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon such Note. The Indenture also permits the Issuing Entity,
the Indenture Trustee and the Securities Administrator, following prior notice
to the Rating Agencies, to amend or waive certain terms and conditions set forth
in the Indenture without the consent of the Holders of the Notes issued
thereunder.

     The Class X-A Notes are exchangeable for a like aggregate then outstanding
Note Notional Balance of Class X-A Notes of different authorized denominations,
as requested by the Holder surrendering same.

     Unless the Certificate of Authentication hereon has been executed by the
Securities Administrator by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither the Owner Trustee in its individual
capacity, nor any of its respective partners, beneficiaries, agents, officers,
directors, employees, or successors or assigns, shall be personally liable for,
nor shall recourse be had to any of them for, the payment of interest on, or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note, it being expressly understood that said
covenants, obligations and indemnifications have been made solely by the Trust
to the extent of the assets of the Trust. The holder of this Note by the
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Trust Estate for any and all liabilities, obligations and
undertakings contained in this Note.

     AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


                                      A-2-7

<PAGE>

     IN WITNESS WHEREOF, the Issuing Entity has caused this Note to be duly
executed.

DATED: [_______]

                                        MERRILL LYNCH MORTGAGE BACKED SECURITIES
                                        TRUST, SERIES 2007-2

                                        By: Wilmington Trust Company, solely as
                                            Owner Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Officer

CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE NOTES REFERRED TO
IN THE WITHIN-MENTIONED AGREEMENT.

WELLS FARGO BANK, N.A.,

as Authenticating Agent


By:
    ---------------------------------
    Authorized Signatory


                                      A-2-8

<PAGE>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
the Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

     TEN COM             --                as tenants in common

     TEN ENT             --                as tenants by the entireties

     JT TEN              --                as joint tenants with right of
                                           survivorship and not as tenants
                                           in common

     UNIF GIFT MIN ACT   --   ____________ Custodian

                                           _____________________________________
                                           (Cust)                        (Minor)

                                           under Uniform Gifts to Minor Act

                                           _____________________________________
                                                          (State)

Additional abbreviations may also be used though not in the above list.


                                      A-2-9

<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

________________________________________________________________________________
     (Please insert social security or other identifying number of assignee)

________________________________________________________________________________

________________________________________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________ attorney to transfer said Note on the
books kept for registration thereof, with full power of substitution in the
premises.


Dated:
       ------------------------------   ----------------------------------------
                                        Signature by or on behalf of Assignor


                                        ----------------------------------------
                                        Signature Guaranteed

     NOTICE: The signature(s) to this assignment must correspond with the name
as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


                                     A-2-10
<PAGE>

                                   EXHIBIT A-3

                     [FORM OF REIT-RESTRICTED CLASS M NOTES]

THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A [AND CLASS M-1] [,
CLASS M-1 AND CLASS M-2] NOTES AS DESCRIBED IN THE INDENTURE.

THIS NOTE IS BEING OFFERED ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) OR INSTITUTIONAL "ACCREDITED INVESTORS"
(AS DEFINED IN RULE 501(A) (1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT) AND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE "SECURITIES ACT"), AS AMENDED, OR THE SECURITIES OR "BLUE SKY"
LAWS OF ANY STATE AND IS BEING OFFERED AND SOLD IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND LAWS. THIS NOTE MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH SECURITIES
ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE. THIS NOTE MAY NOT BE PURCHASED
BY A CORPORATION IN THE STATE OF CALIFORNIA UNLESS IT HAS A NET WORTH OF AT
LEAST $14,000,000 ACCORDING TO ITS MOST RECENT AUDITED FINANCIAL STATEMENTS.

NO TRANSFER OF THIS NOTE SHALL BE MADE, UNLESS (A) A "WILL BE DEBT" OPINION
SHALL HAVE BEEN RENDERED BY NATIONALLY RECOGNIZED TAX COUNSEL WITH RESPECT TO IT
AND FURNISHED TO THE SECURITIES ADMINISTRATOR, OR (B) THE TRANSFEREE SHALL HAVE
DELIVERED TO THE THE NOTE REGISTRAR AND THE SECURITIES ADMINISTRATOR A
CERTIFICATE CERTIFYING THAT (1) IT IS A REAL ESTATE INVESTMENT TRUST ("REIT")
WITHIN THE MEANING OF SECTION 856(A) OF THE CODE OR A QUALIFIED REIT SUBSIDIARY
("QRS") WITHIN THE MEANING OF SECTION 856(I) OF THE CODE OR AN ENTITY
DISREGARDED AS AN ENTITY SEPARATE FROM A REIT OR A QRS AND (2) FOLLOWING THE
TRANSFER, 100% OF THE SUBORDINATE NOTES AND CERTIFICATES (OTHER THAN ANY
SUBORDINATE NOTES WITH RESPECT TO WHICH A "WILL BE DEBT" OPINION HAS BEEN
RENDERED BY NATIONALLY RECOGNIZED TAX COUNSEL AND FURNISHED TO THE SECURITIES
ADMINISTRATOR) WILL BE OWNED BY A SINGLE REIT, DIRECTLY OR INDIRECTLY THROUGH
ONE OR MORE QRSS OF SUCH REIT OR ONE OR MORE ENTITIES DISREGARDED AS ENTITIES
SEPARATE FROM SUCH REIT OR SUCH QRSS; PROVIDED THAT (X) THIS NOTE MAY BE PLEDGED
TO SECURE INDEBTEDNESS AND MAY BE THE SUBJECT OF REPURCHASE AGREEMENTS TREATED
AS SECURED INDEBTEDNESS FOR FEDERAL INCOME TAX PURPOSES, AND (Y) THIS NOTE MAY
BE TRANSFERRED BY A RELATED LENDER UNDER ANY SUCH RELATED LOAN AGREEMENT OR
REPURCHASE AGREEMENT UPON A DEFAULT UNDER ANY SUCH INDEBTEDNESS, IN WHICH


                                      A-3-1

<PAGE>

CASE THE TRANSFEROR SHALL DELIVER TO THE NOTE REGISTRAR AND THE SECURITIES
ADMINISTRATOR A CERTIFICATE CERTIFYING TO SUCH EFFECT.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUING ENTITY, AND IS LIMITED IN
RIGHT OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE
INDENTURE REFERRED TO BELOW. THE ISSUING ENTITY IS NOT OTHERWISE PERSONALLY
LIABLE FOR PAYMENTS ON THIS NOTE.

EACH INVESTOR IN THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE
REPRESENTED AND AGREED EITHER THAT IT (I) IS NOT AN EMPLOYEE BENEFIT PLAN OR
OTHER ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND IS NOT DIRECTLY OR
INDIRECTLY ACQUIRING THIS NOTE FOR, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH
PLAN OR (II) (A) SOLELY IN THE EVENT THAT A "WILL BE DEBT" OPINION SHALL HAVE
BEEN RENDERED BY NATIONALLY RECOGNIZED TAX COUNSEL WITH RESPECT TO THIS NOTE AND
FURNISHED TO THE SECURITIES ADMINISTRATOR, IS A PERSON DESCRIBED IN CLAUSE (I)
AND ITS ACQUISITION AND HOLDING OF THIS NOTE, OR ANY INTEREST HEREIN, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE
CODE, OR A VIOLATION OF ANY PROVISION UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S.
OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR TO TITLE I OF ERISA
OR SECTION 4975 OF THE CODE ("SIMILAR LAW"), OR (B) IS A PLAN THAT IS NOT
SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE, AND THE ACQUISITION AND
HOLDING OF THIS NOTE BY SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A VIOLATION
OF SIMILAR LAW, AND IN THE CASE OF BOTH (A) AND (B) WILL NOT SUBJECT THE ISSUING
ENTITY, THE SPONSOR, THE SELLER, THE DEPOSITOR, THE OWNER TRUSTEE, THE INDENTURE
TRUSTEE, THE SECURITIES ADMINISTRATOR, THE NOTE REGISTRAR, THE MASTER SERVICER
OR ANY SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE
INDENTURE.

THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO UNITED STATES TREASURY
REGULATION SECTION 1.1275-3(b). THIS NOTE MAY BE ISSUED WITH ORIGINAL ISSUE
DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE HOLDER OF THIS NOTE
MAY OBTAIN THE INFORMATION DESCRIBED IN UNITED STATES TREASURY REGULATION
SECTION 1.1275-3(b)(1)(i) FROM HSBC BANK USA, NATIONAL ASSOCIATION AT ITS OFFICE
LOCATED AT 452 FIFTH AVENUE, NEW YORK, NEW YORK 10018, ATTENTION: CDO BUSINESS
GROUP, MERRILL LYNCH MORTGAGE BACKED SECURITIES TRUST, 2007-2, MORTGAGE-BACKED
ASSET NOTES, BY SUBMITTING A WRITTEN REQUEST THEREFOR.


                                     A-3-2

<PAGE>

PRINCIPAL OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.

          MERRILL LYNCH MORTGAGE BACKED SECURITIES TRUST, SERIES 2007-2
                        MORTGAGE LOAN ASSET-BACKED NOTES
                                CLASS M-[1][2][3]

     AGGREGATE NOTE PRINCIPAL BALANCE: $[_____]   NOTE INTEREST RATE:
                                                  [Variable Rate]

     INITIAL NOTE PRINCIPAL                       NOTE NO. [__]

     BALANCE OF THIS NOTE: $[_____]               CUSIP NO: [______]

     PERCENTAGE INTEREST: [___]%


                                     A-3-3

<PAGE>

     MERRILL LYNCH MORTGAGE BACKED SECURITIES TRUST, SERIES 2007-2 (the "Issuing
Entity"), a Delaware statutory trust, for value received, hereby promises to pay
to [_____] or registered assigns, the principal sum of [_____ DOLLARS ($_____)]
in monthly installments on the twenty-fifth day of each month or, if such day is
not a Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in July 2007 and ending on or before the Payment Date occurring in
June 2037 (the "Final Scheduled Payment Date") and to pay interest on the Note
Principal Balance of this Note (this "Note") outstanding from time to time as
provided below.

     This Note is one of a duly authorized issue of the Issuing Entity's
Mortgage Loan Asset-Backed Notes (the "Notes"), issued under an Indenture, dated
as of June 27, 2007 (the "Indenture"), among the Issuing Entity, Wells Fargo
Bank, N.A., as Securities Administrator (the "Securities Administrator"), and
HSBC Bank USA, National Association, as indenture trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuing Entity, the
Indenture Trustee and the Holders of the Notes and the terms upon which the
Notes are to be authenticated and delivered. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

     Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Principal Balance" of a Note as of any date of determination is equal to
the initial Note Principal Balance thereof, minus (i) all amounts distributed in
respect of principal with respect to such Class of Notes, (ii) the aggregate
amount of any reductions in the Note Principal Balance thereof deemed to have
occurred in connection with allocations of Realized Losses on all prior Payment
Dates in accordance with the Indenture, taking account of its applicable Loss
Allocation Limitation, and (iii) such Class's pro rata share, if any, of the
applicable Subordinate Writedown Amount for previous Payment Dates, plus (iv)
any Subsequent Recoveries allocated thereto.

     The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuing Entity with respect to this Note
shall be equal to this Note's pro rata share of the aggregate payments on all
Class M-[1][2][3] Notes as described above, and shall be applied as between
interest and principal as provided in the Indenture.

     All principal and interest accrued on the Notes, if not previously paid,
will become finally due and payable at the Final Scheduled Payment Date.

     The Mortgage Loans are subject to purchase in whole, but not in part, by
the Majority Certificateholder on any Payment Date on or after the Payment Date
on which the aggregate Scheduled Principal Balance of the Mortgage Loans as of
the end of the prior Due Period is less than or equal to 10% of the aggregate
Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date.


                                     A-3-4

<PAGE>

     The Issuing Entity shall not be liable upon the indebtedness evidenced by
the Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class M-[1][2][3] Notes,
and each Holder hereof, by its acceptance of this Note, agrees that (i) such
Note will be limited in right of payment to amounts available from the Trust
Estate as provided in the Indenture and (ii) such Holder shall have no recourse
to the Issuing Entity, the Sponsor, the Owner Trustee, the Indenture Trustee,
the Depositor, the Seller, the Master Servicer, the Securities Administrator or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuing Entity pledged to secure the Class
M-[1][2][3] Notes pursuant to the Indenture and the rights conveyed to the
Issuing Entity under the Indenture.

     Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Securities
Administrator at least five Business Days prior to the Record Date, any payment
of principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All reductions in the principal amount of a Note
effected by payments of principal made on any Payment Date shall be binding upon
all Holders of this Note and of any note issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof, whether or not such
payment is noted on such Note. The final payment of this Note shall be payable
upon presentation and surrender thereof on or after the Payment Date thereof at
the Office designated by the Securities Administrator or the office or agency of
the Issuing Entity maintained by it for such purpose pursuant to the Indenture.

     Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note, shall carry the right to unpaid principal and interest that were
carried by such other Note.

     If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Principal Balance of the Notes, the amount payable to the Holder of this
Note will be equal to the sum of the unpaid Note Principal Balance of this Note,
together with accrued and unpaid interest thereon as described in the Indenture.
The Indenture provides that, notwithstanding the acceleration of the maturity of
the Notes, under certain circumstances specified therein, all amounts collected
as proceeds of the Trust Estate securing the Notes or otherwise shall continue
to be applied to payments of principal of and interest on the Notes as if they
had not been declared due and payable.

     The failure to pay any Net Interest Shortfall at any time when funds are
not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.


                                     A-3-5

<PAGE>

     No transfer, sale, pledge or other disposition of this Note or interest
herein shall be made unless that transfer, sale, pledge or other disposition is
exempt from the registration and/or qualification requirements of the Securities
Act and any applicable state securities laws, or is otherwise made in accordance
with the Securities Act and such state securities laws. If a transfer of this
Note is to be made without registration under the Securities Act (other than in
connection with the initial issuance thereof or a transfer thereof by the
Depositor or one of its Affiliates), then the Note Registrar shall refuse to
register such transfer unless (i) it receives (and upon receipt, may
conclusively rely upon) a certificate substantially in the form attached as
Exhibit C to the Indenture (provided, however, that in the case of the
Book-Entry Notes, the Noteholder and the Noteholder's prospective transferee
will be deemed to have made the representations set forth in such certification
and the Note Registrar will not be required to receive such certification) or
(ii) it receives a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Note Registrar and the transferee executes a
representation letter substantially in the form of Exhibit D attached to the
Indenture, and transferor executes a representation letter substantially in the
form of Exhibit E attached to the Indenture, each acceptable to and in form and
substance satisfactory to the Note Registrar and the Securities Administrator.
None of the Issuing Entity, the Securities Administrator, the Depositor, the
Indenture Trustee or the Note Registrar is obligated to register or qualify any
Notes under the Securities Act or any other securities law or to take any action
not otherwise required under the Indenture to permit the transfer of this Note
or interest herein without registration or qualification. Any Noteholder
desiring to effect a transfer of this Note or interest herein shall, and does
hereby agree to, indemnify the Issuing Entity, the Sponsor, the Depositor, the
Owner Trustee, the Indenture Trustee, the Securities Administrator and the Note
Registrar against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

     No transfer of this Class M-[1][2][3] Note (other than any Class
M-[1][2][3] Note with respect to which a "will be debt" opinion has been
rendered by nationally recognized tax counsel and furnished to the Securities
Administrator) or any interest therein shall be made to any Person, and the Note
Registrar shall refuse to register any such transfer, unless the transferee
shall have delivered to the Note Registrar and the Securities Administrator a
certificate certifying that (i) it is a real estate investment trust ("REIT")
within the meaning of Section 856(a) of the Code, a qualified REIT subsidiary
("QRS") within the meaning of Section 856(i) of the Code, or an entity
disregarded as an entity separate from a REIT or a QRS and (ii) following the
transfer, 100% of the Subordinate Notes and Trust Certificates (other than any
Subordinate Notes that are characterized as indebtedness for federal income tax
purposes) will be owned by a REIT, directly or indirectly through one or more
qualified QRSs of such single REIT or one or more entities disregarded as
entities separate from such REIT or such QRSs; provided that (x) this Class
M-[1][2][3] Note may be pledged to secure indebtedness and may be the subject of
repurchase agreements treated as secured indebtedness for federal income tax
purposes, and (y) this Class M-[1][2][3] Note may be transferred by the related
lender under any such related loan agreement or repurchase agreement upon a
default under any such indebtedness, in which case the transferor shall deliver
to the Note Registrar and the Securities Administrator a certificate certifying
to such effect.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Note Register of the
Issuing Entity. Upon surrender for registration of transfer of, or presentation
of a written instrument of transfer for,


                                     A-3-6

<PAGE>

this Note at the office or agency designated by the Issuing Entity pursuant to
the Indenture, accompanied by proper instruments of assignment in form
satisfactory to the Securities Administrator, one or more new Notes of any
authorized denominations and of a like aggregate then outstanding Note Principal
Balance, will be issued to the designated transferee or transferees.

     Prior to the due presentment for registration of transfer of this Note, the
Issuing Entity, the Indenture Trustee, the Securities Administrator and any
agent of the Issuing Entity, the Securities Administrator or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note, and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and none of the Issuing Entity, the Securities Administrator, the Indenture
Trustee nor any such agent of the Issuing Entity, the Securities Administrator
or the Indenture Trustee shall be affected by notice to the contrary.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuing Entity and the rights of the Holders of the Notes under the Indenture at
any time by the Issuing Entity and the Holders of a majority of each Class of
Notes affected thereby. The Indenture also contains provisions permitting the
Holders of Notes representing not less than a majority of the aggregate Note
Principal Balance of the Notes, to waive any past Event of Default and its
consequences except an Event of Default (a) with respect to payment of principal
of or interest on any of the Notes, or (b) in respect of a covenant or provision
of the Indenture which cannot be modified or amended without the consent of the
Holder of each Note. Any such waiver by the Holder, at the time of the giving
thereof, of this Note (or any one or more predecessor Notes) shall bind the
Holder of every Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon such Note. The Indenture also permits the Issuing Entity,
the Indenture Trustee and the Securities Administrator, following prior notice
to the Rating Agencies, to amend or waive certain terms and conditions set forth
in the Indenture without the consent of the Holders of the Notes issued
thereunder.

     The Notes are exchangeable for a like aggregate then outstanding Note
Principal Balance of Notes of different authorized denominations, as requested
by the Holder surrendering same.

     Unless the Certificate of Authentication hereon has been executed by the
Securities Administrator by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither the Owner Trustee in its individual
capacity, nor any of its respective partners, beneficiaries, agents, officers,
directors, employees, or successors or assigns, shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note, it being expressly
understood that said covenants, obligations and indemnifications have been made
solely by the Trust to the extent of the assets of the Trust. The holder of this
Note by the acceptance hereof agrees that, except as expressly provided in the
Basic Documents, the Holder shall have no claim against any of the foregoing for


                                     A-3-7

<PAGE>

any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Trust Estate for any and all liabilities, obligations and
undertakings contained in this Note.

     AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


                                     A-3-8

<PAGE>

     IN WITNESS WHEREOF, the Issuing Entity has caused this Note to be duly
executed.

DATED: [_______]

                                        MERRILL LYNCH MORTGAGE BACKED
                                        SECURITIES TRUST, SERIES 2007-2

                                        By: Wilmington  Trust Company,  solely
                                        as Owner Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Officer


CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE NOTES REFERRED TO
IN THE WITHIN-MENTIONED AGREEMENT.

WELLS FARGO BANK, N.A.,

as Authenticating Agent


By:
    ---------------------------------
    Authorized Signatory


                                     A-3-9

<PAGE>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
the Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

     TEN COM             --                as tenants in common

     TEN ENT             --                as tenants by the entireties

     JT TEN              --                as joint tenants with right of
                                           survivorship and not as tenants in
                                           common

     UNIF GIFT MIN ACT   --   ____________ Custodian

                                           _____________________________________
                                           (Cust)                        (Minor)

                                           under Uniform Gifts to Minor Act

                                           _____________________________________
                                                          (State)

Additional abbreviations may also be used though not in the above list.


                                     A-3-10
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

________________________________________________________________________________
     (Please insert social security or other identifying number of assignee)

________________________________________________________________________________

________________________________________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________ attorney to transfer said Note on the
books kept for registration thereof, with full power of substitution in the
premises.


Dated:
       ------------------------------   ----------------------------------------
                                        Signature by or on behalf of Assignor


                                        ----------------------------------------
                                        Signature Guaranteed

     NOTICE: The signature(s) to this assignment must correspond with the name
as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


                                     A-3-11
<PAGE>

                                   EXHIBIT A-4

                     [FORM OF REIT-RESTRICTED CLASS B NOTES]

THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A [AND CLASS M] [,
CLASS M AND CLASS B-1] [, CLASS M, CLASS B-1 AND CLASS B-2] NOTES AS DESCRIBED
IN THE INDENTURE.

THIS NOTE IS BEING OFFERED ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) OR INSTITUTIONAL "ACCREDITED INVESTORS"
(AS DEFINED IN RULE 501(A) (1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT) AND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE "SECURITIES ACT"), AS AMENDED, OR THE SECURITIES OR "BLUE SKY"
LAWS OF ANY STATE AND IS BEING OFFERED AND SOLD IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND LAWS. THIS NOTE MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH SECURITIES
ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE. THIS NOTE MAY NOT BE PURCHASED
BY A CORPORATION IN THE STATE OF CALIFORNIA UNLESS IT HAS A NET WORTH OF AT
LEAST $14,000,000 ACCORDING TO ITS MOST RECENT AUDITED FINANCIAL STATEMENTS.

EACH INVESTOR IN THIS NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE
REPRESENTED AND AGREED EITHER THAT IT (I) IS NOT AN EMPLOYEE BENEFIT PLAN OR
OTHER ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND IS NOT DIRECTLY OR
INDIRECTLY ACQUIRING THIS NOTE FOR, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH
PLAN OR (II) IS A PLAN THAT IS NOT SUBJECT TO TITLE I OF ERISA OR SECTION 4975
OF THE CODE, AND THE ACQUISITION AND HOLDING OF THIS NOTE BY SUCH PLAN WILL NOT
CONSTITUTE OR RESULT IN A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE
ISSUING ENTITY, THE SPONSOR, THE SELLER, THE DEPOSITOR, THE OWNER TRUSTEE, THE
INDENTURE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE NOTE REGISTRAR, THE MASTER
SERVICER OR ANY SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN
THE INDENTURE.

NO TRANSFER OF THIS NOTE SHALL BE MADE, UNLESS (A) A "WILL BE DEBT" OPINION
SHALL HAVE BEEN RENDERED BY NATIONALLY RECOGNIZED TAX COUNSEL WITH RESPECT TO IT
AND FURNISHED TO THE SECURITIES ADMINISTRATOR, OR (B) THE TRANSFEREE SHALL HAVE
DELIVERED TO THE NOTE REGISTRAR AND THE SECURITIES ADMINISTRATOR A CERTIFICATE


                                      A-4-1

<PAGE>

CERTIFYING THAT (1) IT IS A REAL ESTATE INVESTMENT TRUST ("REIT") WITHIN THE
MEANING OF SECTION 856(A) OF THE CODE OR A QUALIFIED REIT SUBSIDIARY ("QRS")
WITHIN THE MEANING OF SECTION 856(I) OF THE CODE OR AN ENTITY DISREGARDED AS AN
ENTITY SEPARATE FROM A REIT OR A QRS AND (2) FOLLOWING THE TRANSFER, 100% OF THE
SUBORDINATE NOTES AND CERTIFICATES (OTHER THAN ANY SUBORDINATE NOTES WITH
RESPECT TO WHICH A "WILL BE DEBT" OPINION HAS BEEN RENDERED BY NATIONALLY
RECOGNIZED TAX COUNSEL AND FURNISHED TO THE SECURITIES ADMINISTRATOR) WILL BE
OWNED BY A SINGLE REIT, DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE QRSS OF SUCH
REIT OR ONE OR MORE ENTITIES DISREGARDED AS ENTITIES SEPARATE FROM SUCH REIT OR
SUCH QRSS; PROVIDED THAT (X) THIS NOTE MAY BE PLEDGED TO SECURE INDEBTEDNESS AND
MAY BE THE SUBJECT OF REPURCHASE AGREEMENTS TREATED AS SECURED INDEBTEDNESS FOR
FEDERAL INCOME TAX PURPOSES, AND (Y) THIS NOTE MAY BE TRANSFERRED BY A RELATED
LENDER UNDER ANY SUCH RELATED LOAN AGREEMENT OR REPURCHASE AGREEMENT UPON A
DEFAULT UNDER ANY SUCH INDEBTEDNESS, IN WHICH CASE THE TRANSFEROR SHALL DELIVER
TO THE NOTE REGISTRAR AND THE SECURITIES ADMINISTRATOR A CERTIFICATE CERTIFYING
TO SUCH EFFECT.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUING ENTITY, AND IS LIMITED IN
RIGHT OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE
INDENTURE REFERRED TO BELOW. THE ISSUING ENTITY IS NOT OTHERWISE PERSONALLY
LIABLE FOR PAYMENTS ON THIS NOTE.

THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO UNITED STATES TREASURY
REGULATION SECTION 1.1275-3(b). THIS NOTE MAY BE ISSUED WITH ORIGINAL ISSUE
DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE HOLDER OF THIS NOTE
MAY OBTAIN THE INFORMATION DESCRIBED IN UNITED STATES TREASURY REGULATION
SECTION 1.1275-3(b)(1)(i) FROM HSBC BANK USA, NATIONAL ASSOCIATION AT ITS OFFICE
LOCATED AT 452 FIFTH AVENUE, NEW YORK, NEW YORK 10018, ATTENTION: CDO BUSINESS
GROUP, MERRILL LYNCH MORTGAGE BACKED SECURITIES TRUST, 2007-2, MORTGAGE-BACKED
ASSET NOTES, BY SUBMITTING A WRITTEN REQUEST THEREFOR.

PRINCIPAL OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.


                                      A-4-2

<PAGE>

          MERRILL LYNCH MORTGAGE BACKED SECURITIES TRUST, SERIES 2007-2
                        MORTGAGE LOAN ASSET-BACKED NOTES
                                CLASS B-[1][2][3]

AGGREGATE NOTE PRINCIPAL BALANCE: $[_____]   NOTE INTEREST RATE: [Variable Rate]

INITIAL NOTE PRINCIPAL BALANCE OF THIS       NOTE NO. [_____]
NOTE: $[_____]

PERCENTAGE INTEREST: [_____]%                CUSIP NO: [_____]


                                      A-4-3

<PAGE>

     MERRILL LYNCH MORTGAGE BACKED SECURITIES TRUST, SERIES 2007-2 (the "Issuing
Entity"), a Delaware statutory trust, for value received, hereby promises to pay
to [_____] or registered assigns, the principal sum of [_____ DOLLARS ($_____)]
in monthly installments on the twenty-fifth day of each month or, if such day is
not a Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in July 2007 and ending on or before the Payment Date occurring in
June 2037 (the "Final Scheduled Payment Date") and to pay interest on the Note
Principal Balance of this Note (this "Note") outstanding from time to time as
provided below.

     This Note is one of a duly authorized issue of the Issuing Entity's
Mortgage Loan Asset-Backed Notes (the "Notes"), issued under an Indenture, dated
as of June 27, 2007 (the "Indenture"), among the Issuing Entity, Wells Fargo
Bank, N.A., as Securities Administrator (the "Securities Administrator"), and
HSBC Bank USA, National Association, as indenture trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuing Entity, the
Indenture Trustee and the Holders of the Notes and the terms upon which the
Notes are to be authenticated and delivered. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

     Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Principal Balance" of a Note as of any date of determination is equal to
the initial Note Principal Balance thereof, minus (i) all amounts distributed in
respect of principal with respect to such Class of Notes, (ii) the aggregate
amount of any reductions in the Note Principal Balance thereof deemed to have
occurred in connection with allocations of Realized Losses on all prior Payment
Dates in accordance with the Indenture, taking account of its applicable Loss
Allocation Limitation, and (iii) such Class's pro rata share, if any, of the
applicable Subordinate Writedown Amount for previous Payment Dates, plus (iv)
any Subsequent Recoveries allocated thereto.

     The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuing Entity with respect to this Note
shall be equal to this Note's pro rata share of the aggregate payments on all
Class B-[1][2][3] Notes as described above, and shall be applied as between
interest and principal as provided in the Indenture.

     All principal and interest accrued on the Notes, if not previously paid,
will become finally due and payable at the Final Scheduled Payment Date.

     The Mortgage Loans are subject to purchase in whole, but not in part, by
the Majority Certificateholder on any Payment Date on or after the Payment Date
on which the aggregate Scheduled Principal Balance of the Mortgage Loans as of
the end of the prior Due Period is less than or equal to 10% of the aggregate
Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date.

     The Issuing Entity shall not be liable upon the indebtedness evidenced by
the Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the


                                      A-4-4

<PAGE>

payment of the Notes. The assets included in the Trust Estate will be the sole
source of payments on the Class B-[1][2][3] Notes, and each Holder hereof, by
its acceptance of this Note, agrees that (i) such Note will be limited in right
of payment to amounts available from the Trust Estate as provided in the
Indenture and (ii) such Holder shall have no recourse to the Issuing Entity, the
Sponsor, the Owner Trustee, the Indenture Trustee, the Depositor, the Seller,
the Master Servicer, the Securities Administrator or any of their respective
affiliates, or to the assets of any of the foregoing entities, except the assets
of the Issuing Entity pledged to secure the Class B-[1][2][3] Notes pursuant to
the Indenture and the rights conveyed to the Issuing Entity under the Indenture.

     Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Securities
Administrator at least five Business Days prior to the Record Date, any payment
of principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All reductions in the principal amount of a Note
effected by payments of principal made on any Payment Date shall be binding upon
all Holders of this Note and of any note issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof, whether or not such
payment is noted on such Note. The final payment of this Note shall be payable
upon presentation and surrender thereof on or after the Payment Date thereof at
the Office designated by the Securities Administrator or the office or agency of
the Issuing Entity maintained by it for such purpose pursuant to the Indenture.

     Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note, shall carry the right to unpaid principal and interest that were
carried by such other Note.

     If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Principal Balance of the Notes, the amount payable to the Holder of this
Note will be equal to the sum of the unpaid Note Principal Balance of this Note,
together with accrued and unpaid interest thereon as described in the Indenture.
The Indenture provides that, notwithstanding the acceleration of the maturity of
the Notes, under certain circumstances specified therein, all amounts collected
as proceeds of the Trust Estate securing the Notes or otherwise shall continue
to be applied to payments of principal of and interest on the Notes as if they
had not been declared due and payable.

     The failure to pay any Net Interest Shortfall at any time when funds are
not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

     No transfer, sale, pledge or other disposition of this Note or interest
herein shall be made unless that transfer, sale, pledge or other disposition is
exempt from the registration and/or


                                      A-4-5

<PAGE>

qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws. If a transfer of this Note is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or a transfer thereof by the Depositor or one of its
Affiliates), then the Note Registrar shall refuse to register such transfer
unless (i) it receives (and upon receipt, may conclusively rely upon) a
certificate substantially in the form attached as Exhibit C to the Indenture
(provided, however, that in the case of the Book-Entry Notes, the Noteholder and
the Noteholder's prospective transferee will be deemed to have made the
representations set forth in such certification and the Note Registrar will not
be required to receive such certification) or (ii) it receives a written Opinion
of Counsel acceptable to and in form and substance satisfactory to the Note
Registrar and the transferee executes a representation letter substantially in
the form of Exhibit D attached to the Indenture, and transferor executes a
representation letter substantially in the form of Exhibit E attached to the
Indenture, each acceptable to and in form and substance satisfactory to the Note
Registrar and the Securities Administrator. None of the Issuing Entity, the
Securities Administrator, the Depositor, the Indenture Trustee or the Note
Registrar is obligated to register or qualify any Notes under the Securities Act
or any other securities law or to take any action not otherwise required under
the Indenture to permit the transfer of this Note or interest herein without
registration or qualification. Any Noteholder desiring to effect a transfer of
this Note or interest herein shall, and does hereby agree to, indemnify the
Issuing Entity, the Sponsor, the Depositor, the Owner Trustee, the Indenture
Trustee, the Securities Administrator and the Note Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

     Each investor in this Note or any interest herein will be deemed to have
represented and agreed either that it (A) is not an employee benefit plan or
arrangement subject to Title I of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or a plan subject to Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), and it is not directly or
indirectly acquiring this Note for, on behalf of or with any assets of any such
plan, or (B) is a plan subject to any provisions under any federal, state,
local, non-U.S. or other laws or regulations that are substantively similar to
Title I of ERISA or Section 4975 of the Code ("Similar Law"), and the
acquisition and holding of this Note by such plan subject to Similar Law will
not constitute or result in a violation of Similar Law, or subject the Issuing
Entity, the Sponsor, the Seller, the Depositor, the Owner Trustee, the Indenture
Trustee, the Securities Administrator, the Note Registrar, the Master Servicer,
or any Servicer to any obligation in addition to those undertaken in the
Indenture. If the Note is not a Definitive Note, the investor is deemed to have
made the representation in (A) or (B) above.

     No transfer of this Class B-[1][2][3] Note (other than any Class
B-[1][2][3] Note with respect to which a "will be debt" opinion has been
rendered by nationally recognized tax counsel and furnished to the Securities
Administrator) or any interest therein shall be made to any Person, and the Note
Registrar shall refuse to register any such transfer, unless the transferee
shall have delivered to the Note Registrar and the Securities Administrator a
certificate certifying that (i) it is a real estate investment trust ("REIT")
within the meaning of Section 856(a) of the Code, a qualified REIT subsidiary
("QRS") within the meaning of Section 856(i) of the Code, or an entity
disregarded as an entity separate from a REIT or a QRS and (ii) following the
transfer, 100% of the Subordinate Notes and Trust Certificates (other than any
Subordinate Notes that are characterized as indebtedness for federal income tax
purposes) will be owned by a REIT, directly


                                      A-4-6

<PAGE>

or indirectly through one or more qualified QRSs of such single REIT or one or
more entities disregarded as entities separate from such REIT or such QRSs;
provided that (x) this Class B-[1][2][3] Note may be pledged to secure
indebtedness and may be the subject of repurchase agreements treated as secured
indebtedness for federal income tax purposes, and (y) this Class B-[1][2][3]
Note may be transferred by the related lender under any such related loan
agreement or repurchase agreement upon a default under any such indebtedness, in
which case the transferor shall deliver to the Note Registrar and the Securities
Administrator a certificate certifying to such effect.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Note Register of the
Issuing Entity. Upon surrender for registration of transfer of, or presentation
of a written instrument of transfer for, this Note at the office or agency
designated by the Issuing Entity pursuant to the Indenture, accompanied by
proper instruments of assignment in form satisfactory to the Securities
Administrator, one or more new Notes of any authorized denominations and of a
like aggregate then outstanding Note Principal Balance, will be issued to the
designated transferee or transferees.

     Prior to the due presentment for registration of transfer of this Note, the
Issuing Entity, the Indenture Trustee, the Securities Administrator and any
agent of the Issuing Entity, the Securities Administrator or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note, and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and none of the Issuing Entity, the Securities Administrator, the Indenture
Trustee nor any such agent of the Issuing Entity, the Securities Administrator
or the Indenture Trustee shall be affected by notice to the contrary.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuing Entity and the rights of the Holders of the Notes under the Indenture at
any time by the Issuing Entity and the Holders of a majority of each Class of
Notes affected thereby. The Indenture also contains provisions permitting the
Holders of Notes representing not less than a majority of the aggregate Note
Principal Balance of the Notes, to waive any past Event of Default and its
consequences except an Event of Default (a) with respect to payment of principal
of or interest on any of the Notes, or (b) in respect of a covenant or provision
of the Indenture which cannot be modified or amended without the consent of the
Holder of each Note. Any such waiver by the Holder, at the time of the giving
thereof, of this Note (or any one or more predecessor Notes) shall bind the
Holder of every Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon such Note. The Indenture also permits the Issuing Entity,
the Indenture Trustee and the Securities Administrator, following prior notice
to the Rating Agencies, to amend or waive certain terms and conditions set forth
in the Indenture without the consent of the Holders of the Notes issued
thereunder.

     The Notes are exchangeable for a like aggregate then outstanding Note
Principal Balance of Notes of different authorized denominations, as requested
by the Holder surrendering same.


                                      A-4-7

<PAGE>

     Unless the Certificate of Authentication hereon has been executed by the
Securities Administrator by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither the Owner Trustee in its individual
capacity, nor any of its respective partners, beneficiaries, agents, officers,
directors, employees, or successors or assigns, shall be personally liable for,
nor shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note, it being expressly
understood that said covenants, obligations and indemnifications have been made
solely by the Trust to the extent of the assets of the Trust. The holder of this
Note by the acceptance hereof agrees that, except as expressly provided in the
Basic Documents, the Holder shall have no claim against any of the foregoing for
any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Trust Estate for any and all liabilities, obligations and
undertakings contained in this Note.

     AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


                                      A-4-8

<PAGE>

     IN WITNESS WHEREOF, the Issuing Entity has caused this Note to be duly
executed.

DATED: [_______]                        MERRILL LYNCH MORTGAGE BACKED SECURITIES
                                        TRUST, SERIES 2007-2

                                        By: Wilmington Trust Company, solely as
                                        Owner Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Officer

CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE NOTES REFERRED TO
IN THE WITHIN-MENTIONED AGREEMENT.

WELLS FARGO BANK, N.A.,
as Authenticating Agent


By:
    --------------------------------------
    Authorized Signatory


                                     A-4-9

<PAGE>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
the Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

     TEN COM                               as tenants in common
                         --

     TEN ENT             --                as tenants by the entireties


     JT TEN              --                as joint tenants with right of
                                           survivorship and not as tenants in
                                           common

     UNIF GIFT MIN ACT   --   ____________ Custodian

                                           _____________________________________
                                           (Cust)                        (Minor)

                                           under Uniform Gifts to Minor Act

                                           _____________________________________
                                                          (State)

Additional abbreviations may also be used though not in the above list.


                                     A-4-10

<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

________________________________________________________________________________
     (Please insert social security or other identifying number of assignee)

________________________________________________________________________________

________________________________________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________ attorney to transfer said Note on the
books kept for registration thereof, with full power of substitution in the
premises.


Dated:
       ------------------------------   ----------------------------------------
                                        Signature by or on behalf of Assignor


                                        ----------------------------------------
                                        Signature Guaranteed

     NOTICE: The signature(s) to this assignment must correspond with the name
as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


                                     A-4-11
<PAGE>

                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

                             [Intentionally Omitted]


                                       B-1

<PAGE>

                                    EXHIBIT C

                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]

             Description of Rule 144A Securities, including numbers:

                ________________________________________________

                ________________________________________________

                ________________________________________________

                ________________________________________________

     The undersigned seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities described above to the undersigned buyer (the
"Buyer").

          1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security 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, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.

          2. The Buyer warrants and represents to, and covenants with, the
Securities Administrator pursuant to Section 4.02 of the Indenture (the
"Indenture"), dated as of June 27, 2007, among Merrill Lynch Mortgage Backed
Securities Trust, Series 2007-2, as Issuing Entity, and Wells Fargo Bank, N.A.,
as Securities Administrator and HSBC Bank USA, National Association, as
Indenture Trustee, as follows:


                                       C-1

<PAGE>

          a. The Buyer understands that the Rule 144A Securities have not been
     registered under the 1933 Act or the securities laws of any state.

          b. The Buyer considers itself a substantial, sophisticated
     institutional investor having such knowledge and experience in financial
     and business matters that it is capable of evaluating the merits and risks
     of investment in the Rule 144A Securities.

          c. The Buyer has been furnished with all information regarding the
     Rule 144A Securities that it has requested from the Seller, the Indenture
     Trustee, the Owner Trustee or the Master Servicer.

          d. Neither the Buyer nor anyone acting on its behalf has offered,
     transferred, pledged, sold or otherwise disposed of the Rule 144A
     Securities, any interest in the Rule 144A Securities or any other similar
     security to, or solicited any offer to buy or accept a transfer, pledge or
     other disposition of the Rule 144A Securities, any interest in the Rule
     144A Securities or any other similar security from, or otherwise approached
     or negotiated with respect to the Rule 144A Securities, any interest in the
     Rule 144A Securities or any other similar security 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, that would constitute a
     distribution of the Rule 144A Securities under the 1933 Act or that would
     render the disposition of the Rule 144A Securities a violation of Section 5
     of the 1933 Act or require registration pursuant thereto, nor will it act,
     nor has it authorized or will it authorize any person to act, in such
     manner with respect to the Rule 144A Securities.

          e. The Buyer is a "qualified institutional buyer" as that term is
     defined in Rule 144A under the 1933 Act and has completed either of the
     forms of certification to that effect attached hereto as Annex 1 or Annex
     2. The Buyer is aware that the sale to it is being made in reliance on Rule
     144A. The Buyer is acquiring the Rule 144A Securities for its own account
     or the accounts of other qualified institutional buyers, understands that
     such Rule 144A Securities may be resold, pledged or transferred only (i) to
     a person reasonably believed to be a qualified institutional buyer that
     purchases for its own account or for the account of a qualified
     institutional buyer to whom notice is given that the resale, pledge or
     transfer is being made in reliance on Rule 144A, or (ii) pursuant to
     another exemption from registration under the 1933 Act.

          3. With respect to the Class B Notes, the Buyer warrants and
represents to, and covenants with, the Seller, the Indenture Trustee, the
Securities Administrator, the Owner Trustee, the Certificate Registrar, the
Master Servicer and the Depositor that either (A) it is not an employee benefit
plan subject to Title I of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or a plan subject to Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code"), and it is not directly or indirectly
acquiring the Class B Note for, on behalf of or with any assets of any such
plan, or (B) it is a plan that is not subject to Title I of ERISA or Section
4975 of the Code, and the acquisition and holding of the Class B Note will not
constitute or result in a violation of any provisions under any federal, state,
local, non-U.S. or other laws or regulations that are substantively similar to
Title I of ERISA or Section 4975 of the Code, the Issuing Entity, the Sponsor,
the Seller, the Depositor, the Owner Trustee, the Indenture Trustee, the
Securities Administrator, the Note Registrar, the



                                       C-2

<PAGE>

Master Servicer, or any Servicer to any obligation in addition to those
undertaken in the Indenture.

          4. This document may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.

     IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.


-------------------------------------   ----------------------------------------
Print Name of Seller                    Print Name of Buyer


By:                                     By:
    ---------------------------------       ------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------

Taxpayer Identification:                Taxpayer Identification:

No:                                     No:
    ---------------------------------       ------------------------------------
Date:                                   Date:
      -------------------------------         ----------------------------------


                                       C-3

<PAGE>

                                                            ANNEX 1 TO EXHIBIT C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [FOR BUYERS OTHER THAN REGISTERED INVESTMENT COMPANIES]

     The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

          1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

          2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $[_________](1) in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A) and (ii) the
Buyer satisfies the criteria in the category marked below.

----------
(1)  Buyer must own and/or invest on a discretionary basis at least $100,000,000
     in securities unless Buyer is a dealer, and, in that case, Buyer must own
     and/or invest on a discretionary basis at least $10,000,000 in securities.


                                    Ax.1-C-1

<PAGE>

[ ]  Corporation, etc. The Buyer is a corporation (other than a bank, savings
     and loan association or similar institution), Massachusetts or similar
     business trust, partnership, or charitable organization described in
     Section 501(c)(3) of the Internal Revenue Code.

[ ]  Bank. The Buyer (a) is a national bank or banking institution organized
     under the laws of any State, territory or the District of Columbia, the
     business of which is substantially confined to banking and is supervised by
     the State or territorial banking commission or similar official or is a
     foreign bank or equivalent institution, and (b) has an audited net worth of
     at least $25,000,000 as demonstrated in its latest annual financial
     statements.

[ ]  Savings and Loan. The Buyer (a) is a savings and loan association, building
     and loan association, cooperative bank, homestead association or similar
     institution, which is supervised and examined by a State or Federal
     authority having supervision over any such institutions or is a foreign
     savings and loan association or equivalent institution and (b) has an
     audited net worth of at least $25,000,000 as demonstrated in its latest
     annual financial statements.

[ ]  Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
     the Securities Exchange Act of 1934.

[ ]  Insurance Company. The Buyer is an insurance company whose primary and
     predominant business activity is the writing of insurance or the reinsuring
     of risks underwritten by insurance companies and which is subject to
     supervision by the insurance commissioner or a similar official or agency
     of a State or territory or the District of Columbia.

[ ]  State or Local Plan. The Buyer is a plan established and maintained by a
     State, its political subdivisions, or any agency or instrumentality of the
     State or its political subdivisions, for the benefit of its employees.

[ ]  ERISA Plan. The Buyer is an employee benefit plan within the meaning of
     Title I of the Employee Retirement Income Security Act of 1974.

[ ]  Investment Adviser. The Buyer is an investment adviser registered under the
     Investment Advisers Act of 1940.

[ ]  SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
     Small Business Administration under Section 301(c) or (d) of the Small
     Business Investment Act of 1958.

[ ]  Business Development Company. The Buyer is a business development company
     as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

[ ]  Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
     company and whose participants are exclusively (a) plans established and
     maintained by a State, its political subdivisions, or any agency or
     instrumentality of the State or its political subdivisions, for the benefit
     of its employees, or (b) employee benefit plans within the


                                    Ax.1-C-2

<PAGE>

     meaning of Title I of the Employee Retirement Income Security Act of 1974,
     but is not a trust fund that includes as participants individual retirement
     accounts or H.R. 10 plans.

          3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) bank deposit Notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.

          4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.

          5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.


                                    Ax.1-C-3

<PAGE>

 [ ]   [ ]   Will the Buyer be purchasing the Rule 144A Securities only for
 Yes    No   the Buyer's own account?

          6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

          7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.


                                        ----------------------------------------
                                        Print Name of Buyer


                                        By:
                                            ------------------------------------
                                        Name
                                             -----------------------------------
                                        Title
                                              ----------------------------------

                                        Date:
                                              --------------------


                                    Ax.1-C-4

<PAGE>

                                                            ANNEX 2 TO EXHIBIT C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers That Are Registered Investment Companies]

     The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

     1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.

     2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.

[ ]  The Buyer owned $[___________________] in securities (other than the
     excluded securities referred to below) as of the end of the Buyer's most
     recent fiscal year (such amount being calculated in accordance with Rule
     144A).

[ ]  The Buyer is part of a Family of Investment Companies which owned in the
     aggregate $ in securities (other than the excluded securities referred to
     below) as of the end of the Buyer's most recent fiscal year (such amount
     being calculated in accordance with Rule 144A).

     3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

     4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit Notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.

     5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements made


                                    Ax.2-C-1

<PAGE>

herein because one or more sales to the Buyer will be in reliance on Rule 144A.
In addition, the Buyer will only purchase for the Buyer's own account.

     6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.


                                        ----------------------------------------
                                        Print Name of Buyer


                                        By:
                                            ------------------------------------
                                        Name
                                             -----------------------------------
                                        Title
                                              ----------------------------------


                                        IF AN ADVISER:


                                        ----------------------------------------
                                        Print Name of Buyer

                                        Date:
                                              --------------------


                                    Ax.2-C-2

<PAGE>

                                    EXHIBIT D

             [FORM OF INVESTMENT LETTER (NON-RULE 144A TRANSFEREE)]

                                     [DATE]

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045

     Re:  Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
          Notes, [Class X-A] [Class M] [Class B] (the "Notes")

     Ladies and Gentlemen:

     In connection with our acquisition of the above-captioned Notes, we certify
that (a) we understand that the Notes are not being registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Notes, (c) we have had
the opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Notes and all matters relating thereto or any
additional information deemed necessary to our decision to purchase the Notes,
(d) either (1) we are not an employee benefit plan or arrangement subject to
Title I of ERISA or a plan subject to Section 4975 of the Code, and we are not
directly or indirectly acquiring the Note for, on behalf of or with any assets
of any such plan, or (2) (A) solely with respect to Class X-A and Class M Notes
in the event that a "will be debt" opinion shall have been rendered by a
nationally recognized tax counsel with respect to such Note and furnished to the
Securities Administrator, we are a person described in clause (1) and our
acquisition and holding of the Note, or any interest herein, will not constitute
or result in a non-exempt prohibited transaction under ERISA or the Code, or a
violation of any provisions under any provisions under any federal, state,
local, non-U.S. or other laws or regulations that are substantively similar to
Title I of ERISA or Section 4975 of the Code ("Similar Law"), or (B) we are a
plan that is not subject to Title I of ERISA or Section 4975 of the Code, and
our acquisition and holding of the Note will not constitute or result in a
violation of Similar Law, and in the case of both (A) and (B) will not subject
the Issuing Entity, the Sponsor, the Seller, the Depositor, the Owner Trustee,
the Indenture Trustee, the Securities Administrator, the Note Registrar, the
Master Servicer, or any Servicer to any obligation in addition to those
undertaken in the Indenture, (e) we are acquiring the Notes for investment for
our own account and not with a view to any distribution of such Notes (but
without prejudice to our right at all times to sell or otherwise dispose of the
Notes in accordance with clause (g) below), (f) we have not offered or sold any
Notes to, or solicited offers to


                                       D-1

<PAGE>

buy any Notes from, any person, or otherwise approached or negotiated with any
person with respect thereto, or taken any other action which would result in a
violation of Section 5 of the Act, and (h) we will not sell, transfer or
otherwise dispose of any Notes unless (1) such sale, transfer or other
disposition is made pursuant to an effective registration statement under the
Act or is exempt from such registration requirements, and if requested, we will
at our expense provide an Opinion of Counsel satisfactory to the addressees of
this certificate that such sale, transfer or other disposition may be made
pursuant to an exemption from the Act, (2) the purchaser or transferee of such
Note has executed and delivered to you a certificate to substantially the same
effect as this certificate, and (3) the purchaser or transferee has otherwise
complied with any conditions for transfer set forth in the Indenture.


                                       D-2

<PAGE>

                                        Very truly yours,


                                        [TRANSFEREE]


                                        By:
                                            ------------------------------------
                                            Authorized Officer


                                       D-3

<PAGE>

                                    EXHIBIT E

                             TRANSFEROR CERTIFICATE

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045

HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York 10018
Attn: Issuer Services - Merrill Lynch Mortgage Backed Securities Trust, Series
2007-2.

     Re:  Proposed Transfer of [Class X-A] [Class M] [Class B] Merrill Lynch
          Mortgage Backed Securities Trust, Series 2007-2 __________________

Gentlemen:

     This certification is being made by [____________________] (the
"Transferor") in connection with the proposed Transfer to
[_____________________] (the "Transferee") of the [Class X-A Notes] [Class M
Notes] [Class B Notes] (the "Notes") issued pursuant to the Indenture, dated
June 27, 2007, being referred to herein as the "Indenture") among Merrill Lynch
Mortgage Backed Securities Trust, Series 2007-2, as issuing entity, Wells Fargo
Bank, N.A., as securities administrator and HSBC Bank USA, National Association
as indenture trustee (the "Indenture"). Initially capitalized terms used but not
defined herein have the meanings assigned to them in the Indenture. The
Transferor hereby certifies, represents and warrants to, and covenants with, the
Owner Trustee, the Securities Administrator, the Note Registrar and the
Indenture Trustee that:

     Neither the Transferor nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Note, any interest in
any Note or any other similar security to any person in any manner, (b) has
solicited any offer to buy or to accept a pledge, disposition or other transfer
of any Note, any interest in any Note or any other similar security from any
person in any manner, (c) has otherwise approached or negotiated with respect to
any Note, any interest in any Note or any other similar security with any person
in any manner, (d) has made any general solicitation by means of general
advertising or in any other manner, or (e) has taken any other action, that (as
to any of (a) through (e) above) would constitute a distribution of the Notes
under the Securities Act of 1933 (the "Act"), that would render the disposition
of any Note a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The
Transferor will not act in any manner set forth in the foregoing sentence with
respect to any Note. The Transferor has not and will not sell or otherwise
transfer any of the Notes, except in compliance with the provisions of the
Indenture.


                                       E-1

<PAGE>

Date:
      ---------------                   ----------------------------------------
                                        Authorized Officer


                                        ----------------------------------------
                                        Signature

                                        ----------------------------------------
                                        Name

                                        ----------------------------------------
                                        Title


                                       E-2

<PAGE>

                                    EXHIBIT F

                     [FORM OF TRANSFEREE CERTIFICATE (REIT)]

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045

HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York 10018

     Re:  Proposed Transfer of Class [X-A], [M-1], [M-2], [M-3], [B-1], [B-2],
          [B-3] Notes, Merrill Lynch Mortgage Backed Securities Trust, Series
          2007-2

Gentlemen:

     This certification is being made by [_________] (the "Transferee") in
connection with the proposed transfer (the "Transfer") by [_________] (the
"Transferor") of a Class [X-A], [M-1], [M-2], [M-3], [B-1], [B-2], [B-3] Note
issued pursuant to the Indenture, dated as of June 27, 2007 (the "Indenture"),
among Merrill Lynch Mortgage Backed Securities Trust, Series 2007-2, as issuing
entity, Wells Fargo Bank, N.A., as securities administrator (the "Securities
Administrator"), and HSBC Bank USA, National Association, as indenture trustee
(the "Indenture Trustee"). Initially capitalized terms used but not defined
herein have the meanings assigned to them in the Indenture. The Transferee
hereby certifies, represents and warrants to, and covenants with, the Owner
Trustee, the Note Registrar, the Securities Administrator and the Indenture
Trustee that:

     (a) The Transferee is a REIT or a QRS within the meaning of Section 856(a)
or Section 856(i) of the Code or an entity disregarded as an entity separate
from a REIT or a QRS.

     (b) Following the Transfer, 100% of the Certificates, Class X-A Notes and
Subordinate Notes (other than any Subordinate Notes with respect to which a
"will be debt" opinion has been rendered by nationally recognized tax counsel
and furnished to the Securities Administrator) will be owned by a single REIT,
directly or indirectly through one or more QRSs of such REIT or one or more
entities disregarded as entities separate from such REIT or such QRSs.


                                       F-1

<PAGE>

Date:
      ---------------                   ----------------------------------------
                                        Authorized Officer


                                        ----------------------------------------
                                        Signature

                                        ----------------------------------------
                                        Name

                                        ----------------------------------------
                                        Title


                                       F-2

<PAGE>

                                    EXHIBIT G

                       [FORM OF TRANSFEROR LETTER (REIT)]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045

     Re:  Proposed Transfer of Class [X-A], [M-1], [M-2], [M-3], [B-1], [B-2],
          [B-3] Notes, Merrill Lynch Mortgage Backed Securities Trust, Series
          2007-2 (the "Notes")

Gentlemen:

     This certification is being made by [_________________] (the "Transferor")
in connection with the proposed transfer or pledge by the Transferor of a Class
[X-A], [M-1], [M-2], [M-3], [B-1], [B-2], [B-3] Note issued pursuant to the
Indenture, dated as of June 27, 2007 (the "Indenture") among Merrill Lynch
Mortgage Backed Securities Trust, Series 2007-2, as issuing entity, Wells Fargo
Bank, National Association, as securities administrator (the "Securities
Administrator") and HSBC Bank USA, National Association, as indenture trustee
(the "Indenture Trustee"). Initially capitalized terms used but not defined
herein have the meanings assigned to them in the Indenture. The Transferor
hereby certifies, represents and warrants to, and covenants with, the Securities
Administrator, the Owner Trustee, the Indenture Trustee and the Note Registrar
that:

     (a) The Class [X-A], [M-1], [M-2], [M-3], [B-1], [B-2], [B-3] Notes are
being pledged by the Transferor to secure indebtedness of [___________] or is
the subject of a loan agreement or repurchase agreement treated by the Issuing
Entity as secured indebtedness of [___________] for federal income tax purposes
as permitted under the Indenture; or

     (b) The Class [X-A], [M-1], [M-2], [M-3], [B-1], [B-2], [B-3] Notes are
being transferred by the related lender under a loan agreement or repurchase
agreement upon a default under any such indebtedness as permitted under the
Indenture.


                                       G-1

<PAGE>

Date:
      ---------------                   ----------------------------------------
                                        Authorized Officer


                                        ----------------------------------------
                                        Signature

                                        ----------------------------------------
                                        Name

                                        ----------------------------------------
                                        Title


                                       G-2

<PAGE>

                                    EXHIBIT H

                   [FORM OF MORTGAGE LOAN PURCHASE AGREEMENT]

                                See Exhibit 99.1


                                       H-1
<PAGE>

                                    EXHIBIT I

                       [FORM OF TAX TRANSFER CERTIFICATE]

Wilmington Trust Company
1100 North Market Street
Rodney Square North
Wilmington, Delaware 19890

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045

HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York 10018

Re:  Proposed Transfer of Class [I-A1] [I-A2] Notes,
     Merrill Lynch Mortgage Backed Securities Trust, Series 2007-2__________

Ladies and Gentlemen:

     This certification is being made by [____________________] (the
"Transferor") in connection with the proposed sale ("Transfer") to
[_____________________] (the "Transferee") of the Class [I-A1] [I-A2] Note (the
"Senior Note") issued pursuant to an indenture, dated as of June 27, 2007 (the
"Indenture") among Merrill Lynch Mortgage Backed Securities Trust, Series
2007-2, as issuing entity (the "Issuing Entity"), Wells Fargo Bank, N.A., as
securities administrator (the "Securities Administrator") and HSBC Bank USA,
National Association, as indenture trustee (the "Indenture Trustee").
Capitalized terms used but not defined herein have the meanings assigned to them
in Appendix A to the Indenture. The Transferor hereby certifies, represents and
warrants to, and covenants with, the Issuing Entity, the Securities
Administrator, the Note Registrar and the Indenture Trustee that:

     (1) Based on consultation with counsel, no adverse changes have been made
to (or that would adversely affect the application of) the Closing Date Legal
Authorities;

     (2) No modifications have been made to the Indenture as of the date hereof
(other than any modification for which an Opinion of Counsel was rendered to the
effect that such modification does not materially and adversely affect the
transfer restrictions with respect to the Class A Notes set forth in Section
4.02 of the Indenture);

     (3) The Rating Agencies' respective ratings of the Class A Notes as of the
date hereof are not lower than the ratings on such Class A Notes as of the
Closing Date; and

     (4) the sum of (x) the aggregate Note Principal Balance of the Subordinate
Notes as of the Payment Date on or immediately preceding the date hereof and (y)
the present value as of the date hereof of the expected total cashflow on the
Owner Trust Certificates on future Distribution Dates plus the expected interest
cashflow on the Subordinate Notes on future Distribution Dates

                                      I-1

<PAGE>


plus the expected total cashflow on the Owner Trust Certificates on future
Distribution Dates (such expected cashflow in each case calculated assuming no
Realized Losses on the Mortgage Loans, a prepayment assumption equal to that
used in connection with the Transfer of such Class A Notes, and the forward
LIBOR curve in effect on the date hereof), discounted at ten (10%) percent per
annum, is at least equal to 4.0% of the aggregate Outstanding Principal Balance
of the Outstanding Mortgage Loans as of the date hereof.

Date:
      --------------                    ----------------------------------------
                                        Name of Transferor


                                        ----------------------------------------
                                        Signature

                                        ----------------------------------------
                                        Name

                                        ----------------------------------------
                                        Title


                                      I-2

<PAGE>

                                   APPENDIX A

                                  [DEFINITIONS]

          Accepted Master Servicing Practices: With respect to any Mortgage
Loan, those customary mortgage servicing practices of prudent mortgage servicing
institutions that master service Mortgage Loans of the same type and quality as
such Mortgage Loan in the jurisdiction where the related Mortgaged Property is
located, to the extent applicable to the Master Servicer (except in its capacity
as successor to the Servicer).

          Account: The Master Servicer Collection Account, the Payment Account
and any Collection Account, as the context may require.

          Accountant's Attestation: As defined in Section 3.16 of the Sale and
Servicing Agreement.

          Accrual Period: With respect to the Notes and any Payment Date, the
calendar month preceding the month in which such Payment Date occurs.

          Accrued Note Interest: With respect to any class of Notes on any
Payment Date, the sum of (x) the amount of interest accrued during the related
Accrual Period at the applicable Note Rate on the Note Principal Balance or Note
Notional Balance, as applicable, of such Note immediately prior to such Payment
Date, less such Class's share of (a) Prepayment Interest Shortfalls on the
related Mortgage Loans and (b) Interest Shortfalls on the related Mortgage Loans
resulting from the application of the Relief Act and (y) the sum of (1) the
excess of (A) Accrued Note Interest for such class with respect to prior Payment
Dates over (B) the amount actually paid to such class with respect to Accrued
Note Interest on such prior Payment Dates and (2) interest on such excess (to
the extent permitted by applicable law) at the applicable Note Rate for the
related Accrual Period.

          Additional Disclosure Notification: As defined in Section 3.17(b) of
the Sale and Servicing Agreement.

          Additional Form 10-D Disclosure: As defined in Section 3.17(e) of the
Sale and Servicing Agreement.

          Additional Form 10-K Disclosure: As defined in Section 3.17(h) of the
Sale and Servicing Agreement.

          Adjustment Date: As to each Mortgage Loan, each date set forth in the
related Mortgage Note on which an adjustment to the interest rate on such
Mortgage Loan becomes effective.

          Administration Agreement: The administration agreement, dated as of
June 27, 2007, by and between the Issuing Entity, the Owner Trustee, the
Depositor and the Securities Administrator.

          Administrator: Wells Fargo Bank, N.A., and its successors and assigns.


                                  Appendix A-1

<PAGE>

          Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such Person. For purposes of this
definition, "control" means the power to direct the management and policies of a
Person, directly or indirectly, whether through ownership of voting securities,
by contract or otherwise and "controlling" and "controlled" shall have meanings
correlative to the foregoing.

          Aggregate Master Servicing Compensation: For any Payment Date, any
investment income on funds on deposit in the Master Servicer Collection Account
that is payable to the Master Servicer on such Payment Date pursuant to the Sale
and Servicing Agreement.

          Applied Realized Loss Amount: With respect to any Class of
Subordinated Notes and any Payment Date, an amount equal to the sum of any
Realized Loss allocated to that Class on that Payment Date and any Applied
Realized Loss Amount for that Class remaining unpaid from the previous Payment
Date.

          Applicable Credit Rating: For any long-term deposit or security, a
credit rating of "AAA" in the case of Fitch or "Aaa" in the case of Moody's. For
any short-term deposit or security, a rating of "F1" in the case of Fitch or
"P-1" in the case of Moody's.

          Appraised Value: For any Mortgaged Property related to a Mortgage
Loan, the amount set forth as the appraised value of such Mortgaged Property in
an appraisal made for the mortgage originator in connection with its origination
of the related Mortgage Loan.

          Assessment of Compliance: As defined in Section 3.16 of the Sale and
Servicing Agreement.

          Assignment Agreement: The agreement attached as Exhibit D to the Sale
and Servicing Agreement, dated June 27, 2007, between the Seller, the Depositor
and the Servicer.

          Assignment of Mortgage: An assignment of Mortgage, notice of transfer
or equivalent instrument, in recordable form, which is sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to reflect
of record the sale of the Mortgage, which assignment, notice of transfer or
equivalent instrument may be in the form of one or more blanket assignments
covering Mortgages secured by Mortgaged Properties located in the same county,
if permitted by law.

          Authorized Newspaper: A newspaper of general circulation in the
Borough of Manhattan, The City of New York, printed in the English language and
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays.

          Authorized Officer: With respect to the Issuing Entity, any officer of
the Owner Trustee or Securities Administrator who is authorized to act for the
Issuing Entity or Owner Trustee pursuant to the Trust Agreement or
Administration Agreement in matters relating to the Issuing Entity and who is
identified on the list of Authorized Officers delivered by the Owner Trustee to
the Indenture Trustee and Securities Administrator on the Closing Date (as such
list may be modified or supplemented from time to time thereafter) and any
officer of the Administrator.


                                  Appendix A-2

<PAGE>

          Available Funds: With respect to any Payment Date, the sum of the
Interest Funds and the Principal Funds.

          Back-Up Certification: As defined in Section 3.17(k) of the Sale and
Servicing Agreement.

          Bankruptcy Code: The United States Bankruptcy Code, as amended as
codified in 11 U.S.C. Sections 101-1330.

          Bankruptcy Loss: With respect to any Mortgage Loan, any Deficient
Valuation or Debt Service Reduction related to such Mortgage Loan as reported by
the Servicer to the Master Servicer.

          Basic Documents: The Sale and Servicing Agreement, the Servicing
Agreement, the Assignment Agreement, the Indenture, the Trust Agreement, the
Administration Agreement and the Custodial Agreement and the other documents and
certificates delivered in connection with any of the above.

          Basis Risk Shortfall Amount: For any class of Publicly Offered Notes
on any Payment Date, the difference between (x) the amount that would have been
the Accrued Note Interest for such Class if the Note Rate for such class was
calculated without reference to the Net WAC and (y) the actual Accrued Note
Interest for such Class.

          Beneficial Owner: With respect to any Note, the Person who is the
beneficial owner of such Note as reflected on the books of the Depository or on
the books of a Person maintaining an account with such Depository (directly as a
Depository Participant or indirectly through a Depository Participant, in
accordance with the rules of such Depository).

          Book-Entry Notes: Beneficial interests in the Class A, Class B or
Class M Notes, ownership and transfers of which shall be made through book
entries by the Depository as described in the Indenture.

          Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
day on which the New York Stock Exchange or Federal Reserve is closed or on
which banking institutions in the jurisdiction in which the Indenture Trustee,
the Owner Trustee, the Master Servicer, the Servicer or the Securities
Administrator is located are authorized or obligated by law or executive order
to be closed.

          Certificate Paying Agent: Initially, the Securities Administrator, in
its capacity as Certificate Paying Agent, or any successor to Securities
Administrator in such capacity.

          Certificate Distribution Account: The account or accounts created and
maintained pursuant to Section 3.09(c) of the Trust Agreement. The Certificate
Distribution Account shall be an Eligible Account.

          Certificate Percentage Interest: With respect to the Trust
Certificates and any date of determination, the percentage interest as stated on
the face of any Trust Certificate.


                                  Appendix A-3

<PAGE>

          Certificate Register: The register maintained by the Certificate
Registrar in which the Certificate Registrar shall provide for the registration
of Certificates and of transfers and exchanges of Certificates.

          Certificate Registrar: Initially, the Securities Administrator, in its
capacity as Certificate Registrar, or any successor to the Securities
Administrator in such capacity pursuant to the Trust Agreement.

          Certificate of Trust: The Certificate of Trust filed for the Trust
pursuant to Section 3810(a) of the Statutory Trust Statute.

          Certificates or Trust Certificates: The Merrill Lynch Mortgage Backed
Securities Trust, Series 2007-2 Certificates, evidencing the beneficial
ownership interest in the Issuing Entity and executed by the Owner Trustee and
authenticated by the Securities Administrator in substantially the form set
forth in Exhibit A to the Trust Agreement.

          Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register. Owners of Certificates that have been
pledged in good faith may be regarded as Holders if the pledgee establishes to
the satisfaction of the Securities Administrator or the Owner Trustee, as the
case may be, the pledgee's right so to act with respect to such Certificates and
that the pledgee is not the Issuing Entity, any other obligor upon the
Certificates or any Affiliate of any of the foregoing Persons.

          Certification Parties: As defined in Section 3.17(k) of the Sale and
Servicing Agreement.

          Certifying Person: As defined in Section 3.17(k) of the Sale and
Servicing Agreement.

          Class: Any of the Class A, Class M or Class B Notes.

          Class A Notes: The Class I-A1, Class I-A2 and Class X-A Notes in the
form attached as Exhibit A-1 (in the case of the Class I-A1 and Class I-A2
Notes) or Exhibit A-2 (in the case of the Class X-A Notes) to the Indenture.

          Class B Notes: The Class B-1, Class B-2 and Class B-3 Notes in the
form attached as Exhibit A-4 to the Indenture.

          Class M Notes: The Class M-1, Class M-2 and Class M-3 Notes in the
form

          Closing Date: June 27, 2007.

          Closing Date Legal Authorities: The existing provisions of applicable
law and regulations issued or proposed thereunder, published rulings and
releases of applicable agencies or other governmental bodies and existing case
law upon which the tax opinions of Dechert LLP are based.


                                  Appendix A-4

<PAGE>

          Code: The Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder.

          Collateral: The meaning specified in the Granting Clause of the
Indenture.

          Collection Account: The trust account or accounts created and
maintained by the Servicer pursuant to the Servicing Agreement. Each Collection
Account shall be an Eligible Account.

          Commission: The Securities and Exchange Commission.

          Compensating Interest Payment: As defined in Section 3.21 of the Sale
and Servicing Agreement with respect to amounts payable by the Master Servicer,
and any amounts in respect of Interest Shortfalls required to be paid by the
Servicer pursuant to the Servicing Agreement.

          Corporate Trust Office: With respect to the Indenture Trustee, the
principal corporate trust office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which office
at the date of the execution of this instrument is located at HSBC Bank USA,
National Association, 452 Fifth Avenue, New York, New York 10018, Attention:
CLTA - Merrill Lynch Mortgage Backed Securities Trust, Series 2007-2. With
respect to the Owner Trustee, the principal corporate trust office of the Owner
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this Trust Agreement
is located at Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890. With respect to the Securities
Administrator, Certificate Registrar, Note Registrar and Paying Agent, the
Corporate Trust Office of the Note Registrar and the Certificate Registrar for
purposes of presentment and surrender of the Notes and the Certificates for the
final payment or distribution thereon and for transfer is located at Sixth
Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate
Trust Services - Merrill Lynch Mortgage Backed Securities Trust, Series 2007-2,
and for all other purposes is located at P.O. Box 98, Columbia, Maryland 21046
(or, for overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland,
21045), Attn: Client Manager - Merrill Lynch Mortgage Backed Securities Trust,
Series 2007-2, or any other address that the Securities Administrator may
designate from time to time by notice to the Noteholders and the
Certificateholders.

          Custodial Agreement: The custodial agreement, dated as of June 27,
2007, among the Issuing Entity, the Depositor, the Indenture Trustee, the Master
Servicer and the Custodian, relating to the Merrill Lynch Mortgage Backed
Securities Trust, Series 2007-2 Mortgage Loan Asset-Backed Notes.

          Custodian: Wells Fargo Bank, N.A., and its successors and assigns.

          Cut-off Date: With respect to the Mortgage Loans, June 1, 2007.

          Cut-off Date Balance: $645,969,567.67.


                                  Appendix A-5

<PAGE>

          Cut-off Date Principal Balance: With respect to any Mortgage Loan, the
unpaid principal balance thereof as of the Cut-off Date after applying the
principal portion of Monthly Payments due on or before such date, whether or not
received, and without regard to any payments due after such date.

          Debt Service Reduction: Any reduction of the Scheduled Payments which
a Mortgagor is obligated to pay with respect to a Mortgage Loan as a result of
any proceeding under the Bankruptcy Code or any other similar state law or other
proceeding.

          Default: Any occurrence which is or with notice or the lapse of time
or both would become an Event of Default.

          Deficient Valuation: With respect to any Mortgage Loan, a valuation of
the Mortgaged Property by a court of competent jurisdiction in an amount less
than the then outstanding indebtedness under the Mortgage Loan, which valuation
results from a proceeding initiated under the Bankruptcy Code or any other
similar state law or other proceeding.

          Definitive Notes: The meaning specified in Section 4.06 of the
Indenture.

          Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with
a Substitute Mortgage Loan.

          Depositor: Merrill Lynch Mortgage Investors, Inc., a Delaware
corporation, or its successor in interest.

          Depository: The Depository Trust Company, the nominee of which is Cede
& Co., or any successor thereto.

          Depository Participant: A Person for whom, from time to time, the
Depository effects book-entry transfers and pledges of securities deposited with
the Depository.

          Designated Depository Institution: A depository institution
(commercial bank, federal savings bank, mutual savings bank or savings and loan
association) or trust company (which may include the Indenture Trustee), the
deposits of which are fully insured by the FDIC to the extent provided by law.

          Determination Date: With respect to any Payment Date, Business Day
immediately preceding the Servicer Remittance Date.

          Due Date: With respect to each Mortgage Loan, the day of the month on
which each scheduled Monthly Payment is due.

          Due Period: With respect to any Payment Date and the Mortgage Loans,
the period commencing on the second day of the month immediately preceding the
month of such Payment Date (or, with respect to the first Due Period, the day
following the Cut-off Date) and ending on the first day of the month of such
Payment Date.


                                  Appendix A-6

<PAGE>

          Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the short-term debt obligations of
which have been rated by each Rating Agency in its highest rating category
available, or (ii) an account or accounts in a depository institution in which
such accounts are fully insured to the limits established by the FDIC, provided
that any deposits not so insured shall, to the extent acceptable to each Rating
Agency, as evidenced in writing, be maintained such that (as evidenced by an
Opinion of Counsel delivered to the Indenture Trustee and each Rating Agency)
the Indenture Trustee 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 with
which such account is maintained, or (iii) in the case of the Master Servicer
Collection Account and the Payment Account, a trust account or accounts (or a
sub-account of such) maintained in the corporate trust division of the Master
Servicer or Securities Administrator, or (iv) an account or accounts of a
depository institution acceptable to each Rating Agency (as evidenced in writing
by each Rating Agency that use of any such account as the Master Servicer
Collection Account or the Payment Account will not reduce the rating assigned to
any of the Notes by such Rating Agency as of the Closing Date by such Rating
Agency).

          ERISA: The Employee Retirement Income Security Act of 1974, as
amended.

          Event of Default: With respect to the Indenture, any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

          (i) a failure by the Issuing Entity to pay Accrued Note Interest or
     the Principal Payment Amount with respect to any Class of Notes on any
     Payment Date and such default shall continue for a period of five days; or

          (ii) the failure by the Issuing Entity on the Final Scheduled Payment
     Date to pay all Accrued Note Interest of any Notes and to reduce the Note
     Principal Balances of any Class of Notes to zero; or

          (iii) there occurs a default in the observance or performance of any
     covenant or agreement of the Issuing Entity made in the Indenture, or any
     representation or warranty of the Issuing Entity made in the Indenture or
     in any certificate or other writing delivered pursuant hereto or in
     connection herewith proving to have been incorrect in any material respect
     as of the time when the same shall have been made, and such default shall
     continue or not be cured, or the circumstance or condition in respect of
     which such representation or warranty was incorrect shall not have been
     eliminated or otherwise cured, for a period of 30 days after there shall
     have been given, by registered or certified mail, to the Issuing Entity by
     the Indenture Trustee or to the Issuing Entity and the Indenture Trustee by
     the Holders of at least 25% of the aggregate Note Principal Balance of the
     Outstanding Notes, a written notice specifying such default or incorrect
     representation or warranty and requiring it to be remedied and stating that
     such notice is a notice of default hereunder; or


                                  Appendix A-7

<PAGE>

          (iv) there occurs the filing of a decree or order for relief by a
     court having jurisdiction in the premises in respect of the Issuing Entity
     or any substantial part of the Trust Estate in an involuntary case under
     any applicable federal or state bankruptcy, insolvency or other similar law
     now or hereafter in effect, or appointing a receiver, liquidator, assignee,
     custodian, trustee, sequestrator or similar official of the Issuing Entity
     or for any substantial part of the Trust Estate, or ordering the winding-up
     or liquidation of the Issuing Entity's affairs, and such decree or order
     shall remain unstayed and in effect for a period of 60 consecutive days; or

          (v) there occurs the commencement by the Issuing Entity of a voluntary
     case under any applicable federal or state bankruptcy, insolvency or other
     similar law now or hereafter in effect, or the consent by the Issuing
     Entity to the entry of an order for relief in an involuntary case under any
     such law, or the consent by the Issuing Entity to the appointment or taking
     possession by a receiver, liquidator, assignee, custodian, trustee,
     sequestrator or similar official of the Issuing Entity or for any
     substantial part of the assets of the Trust Estate, or the making by the
     Issuing Entity of any general assignment for the benefit of creditors, or
     the failure by the Issuing Entity generally to pay its debts as such debts
     become due, or the taking of any action by the Issuing Entity in
     furtherance of any of the foregoing.

          Event of Servicer Termination: The occurrence of an event, as defined
in the Servicing Agreement, permitting termination or removal of the Servicer
thereunder as servicer of certain of the Mortgage Loans.

          Excess Liquidation Proceeds: To the extent that such amount is not
required by law to be paid to the related Mortgagor, the amount, if any, by
which Liquidation Proceeds with respect to a Liquidated Mortgage Loan exceed the
sum of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued
but unpaid interest at the related Mortgage Interest Rate through the last day
of the month in which the related Liquidation Date occurs, (ii) related
Liquidation Expenses (including Liquidation Expenses which are payable therefrom
to the Servicer or the Master Servicer in accordance with the Servicing
Agreement or Sale and Servicing Agreement) and (iii) unreimbursed advances by
the Servicer or the Master Servicer and Monthly Advances.

          Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.

          Expenses: The meaning specified in Section 7.02 of the Trust
Agreement.

          Fannie Mae: Fannie Mae (formerly, the Federal National Mortgage
Association), or any successor thereto.

          Form 8-K Disclosure Information: As defined in Section 3.17(a) of the
Sale and Servicing Agreement.

          FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.


                                  Appendix A-8

<PAGE>

          Final Certification: The final certification delivered by the
Custodian pursuant to Section 2.3(c) of the Custodial Agreement in the form
attached thereto as Exhibit Three.

          Final Scheduled Payment Date: With respect to each Class of Notes, the
Payment Date in June 2037.

          Fitch: Fitch, Inc..

          Freddie Mac: Freddie Mac (formerly, the Federal Home Loan Mortgage
Corporation), or any successor thereto.

          Grant: Pledge, bargain, sell, warrant, alienate, remise, release,
convey, assign, transfer, create, and grant a lien upon and a security interest
in and right of set-off against, deposit, set over and confirm pursuant to the
Indenture. A Grant of the Collateral or of any other agreement or instrument
shall include all rights, powers and options (but none of the obligations) of
the granting party thereunder, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of such collateral or other agreement or instrument and all other
moneys payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and options, to
bring proceedings in the name of the granting party or otherwise, and generally
to do and receive anything that the granting party is or may be entitled to do
or receive thereunder or with respect thereto.

          Gross Margin: As to each Mortgage Loan, the fixed percentage set forth
in the related Mortgage Note and indicated on the Mortgage Loan Schedule which
percentage is added to the related Index on each Interest Adjustment Date to
determine (subject to rounding, the minimum and maximum Mortgage Interest Rate
and the Periodic Rate Cap) the Mortgage Interest Rate until the next Interest
Adjustment Date.

          Holder: Any Certificateholder or any Noteholder, as the context
requires.

          Indemnified Party: The meaning specified in Section 7.02 of the Trust
Agreement.

          Indenture: The indenture, dated as of June 27, 2007, among the Issuing
Entity, the Indenture Trustee and the Securities Administrator, relating to the
Merrill Lynch Mortgage Backed Securities Trust, Series 2007-2 Mortgage Loan
Asset-Backed Notes.

          Indenture Trustee: HSBC Bank USA, National Association, and its
successors and assigns or any successor indenture trustee appointed pursuant to
the terms of the Indenture.

          Indenture Trustee Fee: The annual fee that will be paid to the
Indenture Trustee based on a side letter agreement between the Securities
Administrator and the Indenture Trustee.

          Independent: When used with respect to any specified Person, the
Person (i) is in fact independent of the Issuing Entity, any other obligor on
the Notes, the Seller, the Master Servicer, the Depositor and any Affiliate of
any of the foregoing Persons, (ii) does not have any direct financial interest
or any material indirect financial interest in the Issuing Entity, any such


                                  Appendix A-9

<PAGE>

other obligor, the Seller, the Master Servicer, the Depositor or any Affiliate
of any of the foregoing Persons and (iii) is not connected with the Issuing
Entity, any such other obligor, the Seller, the Master Servicer, the Depositor
or any Affiliate of any of the foregoing Persons as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.

          Independent Certificate: A certificate or opinion to be delivered to
the Indenture Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 10.01 of the Indenture,
made by an independent appraiser or other expert appointed by an Issuing Entity
Request and approved by the Indenture Trustee in the exercise of reasonable
care, and such opinion or certificate shall state that the signer has read the
definition of "Independent" in this Indenture and that the signer is Independent
within the meaning thereof.

          Index: The index, if any, specified in a Mortgage Note by reference to
which the related Mortgage Interest Rate will be adjusted from time to time.

          Initial Certification: The initial certification delivered by the
Custodian pursuant to Section 2.3(a) of the Custodial Agreement in the form
attached thereto as Exhibit One.

          Initial Note Notional Balance: With respect to the Class X-A Notes,
$619,161,000.

          Initial Note Principal Balance: With respect to the following classes,
the amount set out for such class of Notes on the Closing Date: Class I-A1
$557,245,000, Class I-A2 $61,916,000, Class M-1 $14,212,000, Class M-2
$4,844,000, Class M-3 $2,584,000, Class B-1 $1,938,000, Class B-2 $1,615,000 and
Class B-3 $1,615,567.

          Initial Transfer: With respect to any Note, the initial transfer of
such Note (other than a pledge of such Note to secure indebtedness or the
transfer of such Note pursuant to a repurchase agreement treated as secured
indebtedness for federal income tax purposes) by a REIT that is the owner,
directly or through one or more QRSs or disregarded entities of 100% of all
Certificates and all Notes other than those with respect to which a Tax Transfer
Certificate or "will be debt" opinion previously was furnished to the Securities
Administrator, in connection with which a Tax Transfer Certificate or "will be
debt" opinion is furnished to the Securities Administrator; provided, that, if a
REIT that is the owner, directly or through one or more QRSs or entities
disregarded as entities separate from such REIT or QRSs, of 100% of all
Certificates and all Notes other than those with respect to which a Tax Transfer
Certificate or "will be debt" opinion previously was furnished to the Securities
Administrator reacquires any such Note, then the initial transfer of such Note
by such REIT after such reacquisition shall be treated as an Initial Transfer
requiring a new Tax Transfer Certificate or "will be debt" opinion and not as a
Subsequent Transfer; provided, further, for the avoidance of doubt, that if
Notes are transferred to any Person in a transfer with respect to which a
certificate substantially in the form of Exhibit F hereto is required to be
delivered to the Securities Administrator and certain other parties, then (1)
such transfer of such Notes to such Person shall not be treated as an Initial
Transfer or a Subsequent Transfer and (2) the initial transfer of any Note
(other than a pledge of such Note to secure indebtedness or the transfer of such
Note pursuant to a repurchase agreement treated as secured indebtedness for
federal income tax purposes) by such Person shall be treated as an


                                  Appendix A-10

<PAGE>

Initial Transfer requiring a new Tax Transfer Certificate or "will be debt"
opinion and not as a Subsequent Transfer.

          Insurance Policy: With respect to any Mortgage Loan, any standard
hazard insurance policy, flood insurance policy or title insurance policy.

          Insurance Proceeds: Amounts paid by the insurer under any Insurance
Policy covering any Mortgage Loan or Mortgaged Property other than amounts
required to be paid over to the Mortgagor pursuant to law or the related
Mortgage Note or Security Instrument and other than amounts used to repair or
restore the Mortgaged Property or to reimburse insured expenses.

          Interest Adjustment Date: With respect to a Mortgage Loan, the date,
if any, specified in the related Mortgage Note on which the Mortgage Interest
Rate is subject to adjustment.

          Interest Determination Date: For the Publicly Offered Notes and any
Accrual Period, the second Business Day preceding the commencement of such
Accrual Period.

          Interest Funds: With respect to any Payment Date, the sum, without
duplication, of (1) all scheduled interest due on the Mortgage Loans during the
related Due Period that is received before the Servicer Remittance Date or
advanced on or before the Servicer Remittance Date less the Servicing Fee, (2)
all Monthly Advances on the Mortgage Loans relating to interest, (3) all
Compensating Interest on the Mortgage Loans, (4) liquidation proceeds collected
during the related Prepayment Period on the Mortgage Loans (to the extent such
liquidation proceeds relate to interest), (5) proceeds of any Mortgage Loan
purchased by the Seller under the Mortgage Loan Purchase Agreement during the
related Prepayment Period for document defects, breach of a representation or
warranty or realization upon default or optional redemption (to the extent such
proceeds relate to interest) and (6) prepayment charges received with respect to
the Mortgage Loans, if any, less all non-recoverable Monthly Advances relating
to interest, expenses and all other amounts reimbursed to the Master Servicer,
the Securities Administrator, the Indenture Trustee and the Servicer pursuant to
the Basic Documents.

          Interest Shortfall: With respect to any Payment Date and each Mortgage
Loan that during the related Prepayment Period was the subject of a Principal
Prepayment or constitutes a Relief Act Mortgage Loan, an amount determined as
follows:

          (a) Partial principal prepayments received during the relevant
Prepayment Period: The difference between (i) one month's interest at the
applicable Net Rate on the amount of such prepayment and (ii) the amount of
interest for the calendar month of such prepayment (adjusted to the applicable
Net Rate) received at the time of such prepayment;

          (b) Principal prepayments in full received during the relevant
Prepayment Period: The difference between (i) one month's interest at the
applicable Net Rate on the Stated Principal Balance of such Mortgage Loan
immediately prior to such prepayment and (ii) the amount of interest for the
calendar month of such prepayment (adjusted to the applicable Net Rate) received
at the time of such prepayment; and


                                  Appendix A-11

<PAGE>

          (c) Relief Act Mortgage Loans: As to any Relief Act Mortgage Loan, the
excess of (i) 30 days' interest (or, in the case of a principal prepayment in
full, interest to the date of prepayment) on the Stated Principal Balance
thereof (or, in the case of a principal prepayment in part, on the amount so
prepaid) at the related Net Rate over (ii) 30 days' interest (or, in the case of
a principal prepayment in full, interest to the date of prepayment) on such
Stated Principal Balance (or, in the case of a Principal Prepayment in part, on
the amount so prepaid) at the Net Rate required to be paid by the Mortgagor as
limited by application of the Relief Act.

          Interim Certification: The interim certification delivered by the
Custodian pursuant to Section 2.3(b) of the Custodial Agreement in the form
attached thereto as Exhibit Two.

          Investment Company Act: The Investment Company Act of 1940, as
amended, and any amendments thereto.

          IRS: The Internal Revenue Service.

          Issuing Entity: Merrill Lynch Mortgage Backed Securities Trust, Series
2007-2, a Delaware statutory trust, or its successor in interest.

          Issuing Entity Request: A written order or request signed in the name
of the Issuing Entity by any one of its Authorized Officers and delivered to the
Indenture Trustee.

          Lien: Any mortgage, deed of trust, pledge, conveyance, hypothecation,
assignment, participation, deposit arrangement, encumbrance, lien (statutory or
other), preference, priority right or interest or other security agreement or
preferential arrangement of any kind or nature whatsoever, including, without
limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC (other than
any such financing statement filed for informational purposes only) or
comparable law of any jurisdiction to evidence any of the foregoing.

          Liquidated Mortgage Loan: With respect to any Payment Date, a
defaulted Mortgage Loan that has been liquidated through deed-in-lieu of
foreclosure, foreclosure sale, indenture trustee's sale or other realization as
provided by applicable law governing the real property subject to the related
Mortgage and any security agreements and as to which the Servicer has certified
in the related Prepayment Period that it has received all amounts it expects to
receive in connection with such liquidation.

          Liquidation Date: With respect to any Liquidated Mortgage Loan, the
date on which the Master Servicer or the Servicer has certified that such
Mortgage Loan has become a Liquidated Mortgage Loan.

          Liquidation Expenses: With respect to a Mortgage Loan in liquidation,
unreimbursed expenses paid or incurred by or for the account of the Master
Servicer or the Servicer in connection with the liquidation of such Mortgage
Loan and the related Mortgage Property, such expenses including (a) property
protection expenses, (b) property sales expenses,


                                  Appendix A-12

<PAGE>

(c) foreclosure and sale costs, including court costs and reasonable attorneys'
fees, and (d) similar expenses reasonably paid or incurred in connection with
liquidation.

          Liquidation Proceeds: Cash received in connection with the liquidation
of a defaulted Mortgage Loan, whether through trustee's sale, foreclosure sale,
Insurance Proceeds, condemnation proceeds or otherwise.

          Loan-to-Value Ratio: With respect to any Mortgage Loan, the fraction,
expressed as a percentage, the numerator of which is the original principal
balance of the related Mortgage Loan and the denominator of which is the
Original Value of the related Mortgaged Property.

          Loss Allocation Limitation: As defined in Section 3.24(c) of the
Indenture.

          Lost Notes: The original Mortgage Notes that have been lost, as
indicated on the Mortgage Loan Schedule.

          Majority Certificateholder: A Holder of a 50.01% or greater
Certificate Percentage Interest of the Trust Certificates.

          Master Servicer: Wells Fargo Bank, N.A., and its successors and
assigns.

          Master Servicer Collection Account: The trust account or accounts
created and maintained pursuant to Section 4.02 of the Sale and Servicing
Agreement. The Master Servicer Collection Account shall be an Eligible Account
and maybe a sub-account of the Payment Account.

          Master Servicer Compensation: As defined in Section 3.13 of the Sale
and Servicing Agreement.

          Master Servicer Event of Default: Has the meaning assigned to such
term in Section 6.01 of the Sale and Servicing Agreement.

          Material Defect: The meaning specified in Section 2.02(a) of the Sale
and Servicing Agreement.

          Maximum Lifetime Mortgage Rate: The maximum level to which a Mortgage
Interest Rate can adjust in accordance with its terms, regardless of changes in
the applicable Index.

          MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

          MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.

          MIN: The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R) System.


                                  Appendix A-13
<PAGE>

          Minimum Lifetime Mortgage Rate: The minimum level to which a Mortgage
Interest Rate can adjust in accordance with its terms, regardless of changes in
the applicable Index.

          MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof, or as
nominee for any subsequent assignee of the originator pursuant to an assignment
of mortgage to MERS.

          Monthly Advance: An advance of principal or interest required to be
made by the Servicer pursuant to the Servicing Agreement or the Master Servicer
or, if the Master Servicer and the Servicer are the same entity, the Indenture
Trustee or another successor servicer pursuant to the Sale and Servicing
Agreement.

          Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for partial Principal Prepayments and for Deficient
Valuations occurring prior to such Due Date but before any adjustment to such
amortization schedule by reason of any bankruptcy, other than a Deficient
Valuation, or similar proceeding or any moratorium or similar waiver or grace
period).

          Moody's: Moody's Investors Service, Inc.

          Mortgage: The mortgage, deed of trust or other instrument reflected on
the Mortgage Loan Schedule as securing a Mortgage Loan.

          Mortgage File: The file containing the Related Documents pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to the Indenture.

          Mortgage Interest Rate: The annual rate at which interest accrues from
time to time on any Mortgage Loan pursuant to the related Mortgage Note, which
rate is initially equal to the "Mortgage Interest Rate" set forth with respect
thereto on the Mortgage Loan Schedule.

          Mortgage Loan: A Mortgage Loan transferred and assigned to the Trust
pursuant to Section 2.01 or Section 2.04 of the Sale and Servicing Agreement, as
identified in the Mortgage Loan Schedule, including a Mortgage Loan the property
securing which has become an REO Property.

          Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated as of June 1, 2007, between the Seller and the Depositor, a
copy of which is attached as Exhibit E to the Sale and Servicing Agreement.

          Mortgage Loan Schedule: The schedule, attached hereto as Exhibit B
with respect to the Mortgage Loans, and as amended from time to time to reflect
the repurchase or substitution of Mortgage Loans pursuant to the Indenture or
the Mortgage Loan Purchase Agreement, as the case may be.


                                 Appendix A-14

<PAGE>

          Mortgage Note: The originally executed note or other evidence of the
indebtedness of a Mortgagor under the related Mortgage Loan.

          Mortgaged Property: Land and improvements securing the indebtedness of
a Mortgagor under the related Mortgage Loan or, in the case of REO Property,
such REO Property.

          Mortgagor: The obligor on a Mortgage Note.

          Net Collections: With respect to any Liquidated Mortgage Loan, an
amount equal to all payments on account of interest and principal on such
Mortgage Loan.

          Net Interest Shortfall: With respect to any Payment Date, the Interest
Shortfall, if any, for such Payment Date net of Compensating Interest made with
respect to such Payment Date.

          Net Liquidation Proceeds: With respect to any Liquidated Mortgage
Loan, Liquidation Proceeds and Subsequent Recoveries net of unreimbursed
advances by the Servicer, Monthly Advances, expenses incurred by the Servicer in
connection with the liquidation of such Mortgage Loan and the related Mortgaged
Property, and any other amounts payable to the Servicer under the Servicing
Agreement.

          Net Rate or Net Mortgage Rate: For any Mortgage Loan, the then
applicable Mortgage Rate thereon less the Servicing Fee Rate.

          Net WAC: With respect to any Payment Date, a per annum rate equal to
12 times the quotient obtained by dividing (x) the total scheduled interest on
the Mortgage Loans based on the Net Mortgage Rates in effect on the related Due
Date by (y) the aggregate Stated Principal Balance of the Mortgage Loans as of
the preceding Payment Date.

          Nonrecoverable Advance: Any advance or Monthly Advance (i) which was
previously made or is proposed to be made by the Master Servicer, the Indenture
Trustee solely as successor Master Servicer or successor servicer, another
successor servicer or the Servicer and (ii) which, in the good faith judgment of
the Master Servicer, the Indenture Trustee as successor Master Servicer, another
successor servicer or the Servicer, will not or, in the case of a proposed
advance or Monthly Advance, would not, be ultimately recoverable by the Master
Servicer, the Indenture Trustee as successor Master Servicer, another successor
servicer or the Servicer from Liquidation Proceeds, Insurance Proceeds or future
payments on the Mortgage Loan for which such advance or Monthly Advance was made
or is proposed to be made.

          Note: Any of the Class A, Class M or Class B Notes.

          Noteholder: The Person in whose name a Note is registered in the Note
Register, except that, any Note registered in the name of the Depositor, the
Issuing Entity, the Indenture Trustee, the Seller, the Securities Administrator
or the Master Servicer or any Affiliate of any of them shall be deemed not to be
a holder or holders, nor shall any so owned be considered outstanding, for
purposes of giving any request, demand, authorization, direction, notice,
consent or waiver under the Indenture or the Trust Agreement; provided that, in
determining whether the


                                 Appendix A-15

<PAGE>

Indenture Trustee or Securities Administrator shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Notes that a Responsible Officer of the Indenture Trustee or Securities
Administrator has actual knowledge to be so owned shall be so disregarded.
Owners of Notes that have been pledged in good faith may be regarded as Holders
if the pledgee establishes to the satisfaction of the Securities Administrator
or the Owner Trustee the pledgee's right so to act with respect to such Notes
and that the pledgee is not the Issuing Entity, any other obligor upon the Notes
or any Affiliate of any of the foregoing Persons.

          Note Owner: The Beneficial Owner of a Note.

          Note Notional Balance: With respect to the Class X-A Notes and as of
any Payment Date, the sum of the Note Principal Balances of the Class I-A1 and
Class I-A2 Notes.

          Note Principal Balance: With respect to any class of Note (other than
the Class X-A Notes) and as of any Payment Date, the outstanding principal
balance of such class on the date of the initial issuance of the Notes, as
reduced, but not below zero, by (i) all amounts distributed on previous Payment
Dates on such class on account of principal; and (ii) such class's share of any
Applied Realized Loss amounts for previous Payment Dates. Notwithstanding the
foregoing, on any Payment Date relating to a Due Period in which a Subsequent
Recovery has been received by the Related Servicer, the Note Principal Balance
of any class of Notes then outstanding for which any Applied Realized Loss
amount has been allocated will be increased, in order of seniority, by an amount
equal to the lesser of (I) the Unpaid Realized Loss Amount for such class of
notes and (II) the total of any Subsequent Recovery distributed on such date to
the noteholders (reduced by the amount of the increase in the Note Principal
Balance of any more senior class of Notes pursuant to this sentence on such
Payment Date).

          Note Rate: A per annum rate equal to: (A) with respect to the Class
I-A1 and Class I-A2 Notes: (x) from the Payment Date in July 2007 through and
including the Payment Date in July 2011, the lesser of (i) 5.80% per annum and
(ii) the Net WAC and (y) thereafter, the lesser of (a) One-Year CMT plus 2.40%
per annum and (b) the Net WAC; (B) with respect to the Class X-A Notes: (x) from
the Payment Date in July 2007 through and including the Payment Date in July
2011, the greater of (1) difference between (i) the Net WAC minus (ii) 5.80% per
annum and (2) 0% and (y) thereafter, the greater of (1) difference between (i)
Net WAC minus the sum of (I) One-Year CMT plus (II) 2.40% per annum and (2) 0%;
and (C) with respect to the Class M and Class B Notes: the Net WAC.

          Note Register: The register maintained by the Note Registrar in which
the Note Registrar shall provide for the registration of Notes and of transfers
and exchanges of Notes.

          Note Registrar: The Securities Administrator, in its capacity as Note
Registrar, or any successor to the Securities Administrator in such capacity.

          Officer's Certificate: With respect to the Master Servicer, a
certificate signed by the President, Managing Director, a Director, a Vice
President or an Assistant Vice President, of the Master Servicer and delivered
to the Indenture Trustee or the Securities Administrator, as applicable. With
respect to the Issuing Entity, a certificate signed by any Authorized Officer of


                                 Appendix A-16

<PAGE>

the Issuing Entity, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 10.01 of the Indenture,
and delivered to the Indenture Trustee. Unless otherwise specified, any
reference in the Indenture to an Officer's Certificate shall be to an Officer's
Certificate of any Authorized Officer of the Issuing Entity.

          One-Year CMT: A per annum rate equal to the weekly average yield on
actively traded U.S. Treasury securities adjusted to a constant maturity of one
year as reported by the Federal Reserve Board in statistical release H. 15
(519).

          Opinion of Counsel: A written opinion of counsel acceptable to the
Indenture Trustee in its reasonable discretion which counsel may be in-house
counsel for the Depositor or the Seller if acceptable to the Indenture Trustee
and the Rating Agencies or outside counsel for the Depositor, the Seller, the
Issuing Entity or the Master Servicer, as the case may be.

          Optional Termination Date: The Payment Date occurring after the first
Payment Date for which the aggregate Stated Principal Balance of the Mortgage
Loans as of the end of the related Due Period has been reduced to 10% or less of
the Cut-off Date Balance.

          Original Subordinate Principal Balance: The aggregate Note Principal
Balance of the Subordinate Notes as of the Closing Date.

          Original Value: The lesser of (i) the Appraised Value or (ii) the
sales price of a Mortgaged Property at the time of origination of a Mortgage
Loan, except in instances where either clauses (i) or (ii) is unavailable, the
other may be used to determine the Original Value, or if both clauses (i) and
(ii) are unavailable, Original Value may be determined from other sources
reasonably acceptable to the Depositor.

          Originator: Wells Fargo.

          Outstanding: With respect to the Notes, as of the date of
determination, all Notes theretofore executed, authenticated and delivered under
this Indenture except:

          (i) Notes theretofore canceled by the Note Registrar or delivered to
     the Securities Administrator for cancellation; and

          (ii) Notes in exchange for or in lieu of which other Notes have been
     executed, authenticated and delivered pursuant to the Indenture unless
     proof satisfactory to the Securities Administrator is presented that any
     such Notes are held by a holder in due course.

          Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage
Loan which, prior to such Due Date, was not the subject of a Principal
Prepayment in full, did not become a Liquidated Mortgage Loan and was not
purchased or replaced.

          Outstanding Principal Balance: As of the time of any determination,
the principal balance of a Mortgage Loan remaining to be paid by the Mortgagor,
or, in the case of an REO Property, the principal balance of the related
Mortgage Loan remaining to be paid by the


                                 Appendix A-17

<PAGE>

Mortgagor at the time such property was acquired by the Trust less any Excess
Liquidation Proceeds with respect thereto to the extent applied to principal.

          Owner Trust Estate: The corpus of the Issuing Entity created by the
Trust Agreement which consists of items referred to in Section 3.01 of the Trust
Agreement.

          Owner Trustee: Wilmington Trust Company, and its successors and
assigns or any successor owner trustee appointed pursuant to the terms of the
Trust Agreement.

          Paying Agent: Any paying agent or co-paying agent appointed under the
Indenture, which initially shall be the Securities Administrator.

          Payment Account: The trust account or accounts created and maintained
pursuant to Section 3.01 of the Indenture, which shall be denominated "Wells
Fargo Bank, N.A., as Securities Administrator f/b/o holders of Merrill Lynch
Mortgage Backed Securities Trust, Series 2007-2 Mortgage Loan Asset-Backed Notes
- Payment Account." The Payment Account shall be an Eligible Account.

          Payment Account Deposit Date: The Business Day prior to each Payment
Date.

          Payment Date: The 25th day of each month, or if such day is not a
Business Day, then the next Business Day, commencing in July 2007.

          Percentage Interest: With respect to any Note, the percentage obtained
by dividing the Note Principal Balance of such Note by the aggregate Note
Principal Balance of all Notes of that Class. With respect to any Certificate,
the percentage as stated on the face thereof.

          Periodic Rate Cap: With respect to any Mortgage Loan, the maximum
rate, if any, by which the Mortgage Rate on such Mortgage Loan can adjust on any
Adjustment Date, as stated in the related Mortgage Note or Mortgage.

          Permitted Investments: Any one or more of the following obligations or
securities held in the name of the Indenture Trustee for the benefit of the
Noteholders:

          (i) direct obligations of, and obligations the timely payment of which
     are fully guaranteed by the United States of America or any agency or
     instrumentality of the United States of America the obligations of which
     are backed by the full faith and credit of the United States of America;

          (ii) (a) demand or time deposits, federal funds or bankers'
     acceptances issued by any depository institution or trust company
     incorporated under the laws of the United States of America or any state
     thereof (including the Indenture Trustee, Securities Administrator or the
     Master Servicer or its Affiliates acting in its commercial banking
     capacity) and subject to supervision and examination by federal and/or
     state banking authorities, provided that the commercial paper and/or the
     short-term debt rating and/or the long-term unsecured debt obligations of
     such depository institution or trust company at the time of such investment
     or contractual commitment providing for such investment have the Applicable
     Credit Rating or better from the Rating Agencies and (b) any other


                                 Appendix A-18

<PAGE>

     demand or time deposit or certificate of deposit that is fully insured by
     the Federal Deposit Insurance Corporation;

          (iii) repurchase obligations with respect to (a) any security
     described in clause (i) above or (b) any other security issued or
     guaranteed by an agency or instrumentality of the United States of America,
     the obligations of which are backed by the full faith and credit of the
     United States of America, in either case entered into with a depository
     institution or trust company (acting as principal) described in clause
     (ii)(a) above where the Securities Administrator holds the security
     therefor;

          (iv) securities bearing interest or sold at a discount issued by any
     corporation (including the Indenture Trustee, Securities Administrator or
     the Master Servicer or its Affiliates) incorporated under the laws of the
     United States of America or any state thereof that have the Applicable
     Credit Rating or better from the Rating Agencies at the time of such
     investment or contractual commitment providing for such investment;
     provided, however, that securities issued by any particular corporation
     will not be Permitted Investments to the extent that investments therein
     will cause the then outstanding principal amount of securities issued by
     such corporation and held as part of the Trust to exceed 10% of the
     aggregate Outstanding Principal Balances of all the Mortgage Loans and
     Permitted Investments held as part of the Trust as determined by the Master
     Servicer;

          (v) commercial paper (including both non-interest-bearing discount
     obligations and interest-bearing obligations payable on demand or on a
     specified date not more than one year after the date of issuance thereof)
     having the Applicable Credit Rating or better from the Rating Agencies at
     the time of such investment;

          (vi) a Reinvestment Agreement issued by any bank, insurance company or
     other corporation or entity;

          (vii) any other demand, money market or time deposit, obligation,
     security or investment as may be acceptable to the Rating Agencies as
     evidenced in writing by the Rating Agencies to the Securities
     Administrator; and

          (viii) any money market or common trust fund having the Applicable
     Credit Rating or better from the Rating Agencies, including any such fund
     for which the Securities Administrator or Master Servicer or any affiliate
     of the Securities Administrator or Master Servicer acts as a manager or an
     advisor; provided, however, that no instrument or security shall be a
     Permitted Investment if such instrument or security evidences a right to
     receive only interest payments with respect to the obligations underlying
     such instrument or if such security provides for payment of both principal
     and interest with a yield to maturity in excess of 120% of the yield to
     maturity at par or if such instrument or security is purchased at a price
     greater than par as determined by the Master Servicer.


                                 Appendix A-19

<PAGE>

          Person: Any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

          Plan: Any employee benefit plan or certain other retirement plans and
arrangements, including individual retirement accounts and annuities, Keogh
plans and bank collective investment funds and insurance company general or
separate accounts in which such plans, accounts or arrangements are invested,
that are subject to ERISA or Section 4975 of the Code.

          Plan Assets: Assets of a Plan within the meaning of Department of
Labor regulation 29 C.F.R. Section 2510.3-101.

          Pool Balance: With respect to any date of determination, the aggregate
of the Stated Principal Balances of all Mortgage Loans as of such date.

          Prepayment Interest Shortfall: As to any Payment Date, Interest
Shortfalls, if any, of the type described in clauses (a) and (b) of the
definition thereof, for such Payment Date, net of Compensating Interest Payments
made with respect to such Payment Date.

          Prepayment Period: With respect any Mortgage Loan and any Payment
Date, the calendar month immediately preceding the month in which such Payment
Date occurs.

          Primary Mortgage Insurance Policy: Any primary mortgage guaranty
insurance policy issued in connection with a Mortgage Loan which provides
compensation to a Mortgage Note holder in the event of default by the obligor
under such Mortgage Note or the related Security Instrument, if any, or any
replacement policy therefor through the related Accrual Period for such Class
relating to a Payment Date.

          Principal Funds: With respect to any Payment Date, the sum, without
duplication, of (1) the scheduled principal due on the Mortgage Loans during the
related Due Period and received before the related Servicer Remittance Date or
advanced on or before the related Servicer Remittance Date, (2) prepayments of
principal collected on the Mortgage Loans in the related Prepayment Period, (3)
the Stated Principal Balance of each Mortgage Loan that was purchased by the
Seller during the related Prepayment Period or, in the case of a purchase in
connection with an optional redemption, on the Business Day prior to such
Payment Date, (4) the amount, if any, by which the aggregate unpaid principal
balance of any replacement Mortgage Loans is less than the aggregate unpaid
principal balance of any Mortgage Loans delivered by the Seller in connection
with a substitution of a Mortgage Loan, (5) all liquidation proceeds collected
on Mortgage Loans during the related Prepayment Period (to the extent such
liquidation proceeds related to principal), (6) all Subsequent Recoveries with
respect to Mortgage Loans received during the related Due Period and (7) all
other collections and recoveries in respect of principal during the related
Prepayment Period on the Mortgage Loans less all nonrecoverable Monthly Advances
relating to principal and all non-recoverable servicing advances reimbursed
during the related Prepayment Period and certain expenses reimbursable to the
Indenture Trustee, the Securities Administrator, the Master Servicer and the
Servicer.


                                  Appendix A-20

<PAGE>

          Principal Payment Amount: Means, as of any Payment Date, the Principal
Funds for such Payment Date.

          Principal Prepayment: Any payment (whether partial or full) or other
recovery of principal on a Mortgage Loan which is received in advance of its
scheduled Due Date to the extent that it is not accompanied by an amount as to
interest representing scheduled interest due on any date or dates in any month
or months subsequent to the month of prepayment, including Insurance Proceeds
and Repurchase Proceeds, but excluding the principal portion of Excess
Liquidation Proceeds.

          Privately Offered Notes: Any of the Class X-A, Class M or Class B
Notes.

          Proceeding: Any suit in equity, action at law or other judicial or
administrative proceeding.

          Publicly Offered Notes: Any of the Class I-A1 or Class I-A2 Notes.

          Purchaser: Merrill Lynch Mortgage Investors, Inc., a Delaware
corporation, and its successors and assigns.

          Qualified Insurer: Any insurance company duly qualified as such under
the laws of the state or states in which the related Mortgaged Property or
Mortgaged Properties is or are located, duly authorized and licensed in such
state or states to transact the type of insurance business in which it is
engaged and approved as an insurer by the Master Servicer, so long as the claims
paying ability of which is acceptable to the Rating Agencies for mortgage-backed
notes having the same rating as the Notes rated by the Rating Agencies as of the
Closing Date.

          Rating Agency: Any nationally recognized statistical rating
organization, or its successor, that rated the Notes at the request of the
Depositor at the time of the initial issuance of the Notes. Initially, Moody's
and Fitch's. If such organization or a successor is no longer in existence,
"Rating Agency" with respect to the Notes shall be such nationally recognized
statistical rating organization, or other comparable Person, designated by the
Depositor, notice of which designation shall be given to the Indenture Trustee
and Master Servicer. References herein to the highest short term unsecured
rating category of a Rating Agency shall mean P-1 or better in the case of
Moody's, A-1 or better in the case of Fitch, and in the case of any other Rating
Agency shall mean such equivalent ratings. References herein to the highest
long-term rating category of a Rating Agency shall mean "Aaa" in the case of
Moody's, "AAA" in the case of Fitch's and in the case of any other Rating
Agency, such equivalent rating.

          Realized Loss: The excess of the Stated Principal Balance of a
defaulted Mortgage Loan plus accrued interest thereon over the Net Liquidation
Proceeds of such Mortgage Loan that are allocated to principal.

          Record Date: With respect to any Class of Notes and the Trust
Certificate and any Payment Date, the close of business on the last Business Day
of the calendar month immediately preceding such Payment Date (or the Closing
Date in the case of the first Payment Date).


                                 Appendix A-21

<PAGE>

          Registered Holder: The Person in whose name a Note is registered in
the Note Register on the applicable Record Date.

          Regulation AB: Subpart 22.1100 - 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. 1,506-1,631 (January 7, 2005) or by the
staff of the Commission, or as may be provided by the Commission or its staff
from time to time.

          Related Documents: With respect to each Mortgage Loan, the documents
specified in Section 2.01(b)(i)-(vii) of the Sale and Servicing Agreement and
any documents required to be added to such documents pursuant to the Sale and
Servicing Agreement, the Trust Agreement, the Indenture or the Mortgage Loan
Purchase Agreement.

          Release: The Federal Reserve Board's statistical Release No.
H.15(519).

          Relevant Servicing Criteria: The Servicing Criteria applicable to the
various parties, as set forth on Exhibit J to the Sale and Servicing Agreement.
For clarification purposes, multiple parties can have responsibility for the
same Relevant Servicing Criteria. With respect to a Servicing Function
Participant engaged by the Master Servicer, the Securities Administrator, the
Trustee, the Custodian or the Servicer, the term "Relevant Servicing Criteria"
may refer to one or more discrete functions specified in the Relevant Servicing
Criteria applicable to such parties.

          Relief Act: Servicemembers Civil Relief Act or similar state laws or
regulations.

          Relief Act Mortgage Loan: Any Mortgage Loan as to which the Scheduled
Payment thereof has been reduced due to the application of the Relief Act.

          REO Property: A Mortgaged Property acquired in the name of the
Indenture Trustee, for the benefit of the Noteholders, by foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

          Reportable Event: As defined in Section 3.17(a) of the Sale and
Servicing Agreement.

          Reporting Servicer: As defined in Section 3.17(h) of the Sale and
Servicing Agreement.

          Repurchase Price: With respect to any Mortgage Loan (or any property
acquired with respect thereto) required to be repurchased by the Seller pursuant
to the Mortgage Loan Purchase Agreement or Article II of the Sale and Servicing
Agreement, an amount equal to the sum of (i)(a) 100% of the Outstanding
Principal Balance of such Mortgage Loan as of the date of repurchase (or if the
related Mortgaged Property was acquired with respect thereto, 100% of the
Outstanding Principal Balance at the date of the acquisition), plus (b) accrued
but unpaid interest on the Outstanding Principal Balance at the related Mortgage
Interest Rate, through and including the last day of the month of repurchase,
plus (c) any unreimbursed Monthly Advances


                                 Appendix A-22

<PAGE>

and servicing advances payable to the Servicer or to the Master Servicer and
(ii) any costs and damages (if any) incurred by the Trust in connection with any
violation of such Mortgage Loan of any predatory lending laws.

          Repurchase Proceeds: The Repurchase Price in connection with any
repurchase of a Mortgage Loan by the Seller and any cash deposit in connection
with the substitution of a Mortgage Loan.

          Request for Release: A request for release in the form attached to the
Sale and Servicing Agreement as Exhibit B.

          Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under the
Sale and Servicing Agreement with respect to such Mortgage Loan.

          Responsible Officer: With respect to the Securities Administrator and
the Indenture Trustee, any officer of the Securities Administrator or Indenture
Trustee, as applicable, with direct responsibility for the administration of the
Indenture and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

          Sale and Servicing Agreement: The Sale and Servicing Agreement, dated
as of June 27, 2007, among the Issuing Entity, the Seller, the Indenture
Trustee, the Master Servicer, the Securities Administrator and the Depositor.

          Sarbanes-Oxley Act: The Sarbanes-Oxley Act of 2002 and the rules and
regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff).

          Sarbanes-Oxley Certification: A written certification signed by an
officer of the Master Servicer that complies with (i) the Sarbanes-Oxley Act,
and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to
time; provided that if, after the Closing Date (a) the Sarbanes-Oxley Act is
amended, (b) the Rules referred to in clause (ii) are modified or superseded by
any subsequent statement, rule or regulation of the Commission or any statement
of a division thereof, or (c) any future releases, rules and regulations are
published by the Commission from time to time pursuant to the Sarbanes-Oxley
Act, which in any such case affects the form or substance of the required
certification and results in the required certification being, in the reasonable
judgment of the Master Servicer, materially more onerous that then form of the
required certification as of the Closing Date, the Sarbanes-Oxley Certification
shall be as agreed to by the Master Servicer and the Depositor following a
negotiation in good faith to determine how to comply with any such new
requirements.

          Scheduled Payment: With respect to any Mortgage Loan and any month,
the scheduled payment or payments of principal and interest due during such
month on such Mortgage Loan which either is payable by a Mortgagor in such month
under the related Mortgage Note or, in the case of REO Property, would otherwise
have been payable under the related Mortgage Note.


                                 Appendix A-23

<PAGE>

          Scheduled Principal: The principal portion of any Scheduled Payment.

          Securities Act: The Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.

          Securities Administrator: Wells Fargo Bank, N.A., or its successor in
interest, or any successor securities administrator.

          Security: Any of the Certificates or Notes.

          Securityholder or Holder: Any Noteholder or Certificateholder.

          Security Instrument: A written instrument creating a valid first lien
on a Mortgaged Property securing a Mortgage Note, which may be any applicable
form of mortgage, deed of trust, deed to secure debt or security deed, including
any riders or addenda thereto.

          Seller: means Taberna Realty Holdings Trust.

          Senior Percentage: With respect to any Payment Date, the percentage
equivalent of a fraction the numerator of which is the aggregate Note Balance of
the Class I-A1 and Class I-A2 Notes immediately prior to such Payment Date and
the denominator of which is the aggregate Stated Principal Balance of all
Mortgage Loans.

          Senior Prepayment Percentage: With respect to any Payment Date, as
follows: (i) for any Payment Date occurring before July 2014, 100%; (ii) for any
Payment Date occurring in or after July 2014 but before July 2015, the related
Senior Percentage for that Payment Date plus 70% of the related Subordinated
Percentage for that Payment Date; (iii) for any Payment Date occurring in or
after July 2015 but before July 2016, the related Senior Percentage for that
Payment Date plus 60% of the related Subordinated Percentage for that Payment
Date; (iv) for any Payment Date occurring in or after July 2016 but before July
2017, the related Senior Percentage for that Payment Date plus 40% of the
related Subordinated Percentage for that Payment Date; (v) for any Payment Date
occurring in or after July 2017 but before July 2018, the related Senior
Percentage for that Payment Date plus 20% of the related Subordinated Percentage
for that Payment Date; and (vi) for any Payment Date occurring in July 2018 or
thereafter, 0%; provided, however, that no scheduled reduction in the Senior
Prepayment Percentage will occur on any Payment Date unless the Step-Down Test
is satisfied as of the last day of the month preceding such Payment Date.

          Notwithstanding the preceding paragraph, (i) if on any Payment Date on
or prior to the Payment Date in June 2010 the Two Times Test is satisfied, the
Senior Prepayment Percentage will equal the related Senior Percentage plus 50%
of the related Subordinated Percentage and (ii) if on any Payment Date after the
Payment Date in June 2010 the Two Times Test is satisfied, the Senior Prepayment
Percentage will equal the related Senior Percentage. However, if on any Payment
Date occurring on or after the Payment Date in July 2014, the Senior Percentage
exceeds the Senior Percentage on the Closing Date, the Senior Prepayment
Percentage for that Payment Date will once again equal 100%.


                                  Appendix A-24

<PAGE>

          Senior Principal Payment Amount: With respect to any Payment Date, the
sum of (1) the product of (a) the Senior Percentage and (b) the principal
portion of each Scheduled Payment on each Mortgage Loan due during the related
Due Period; (2) the product of (a) the related Senior Prepayment Percentage and
(b) each of the following amounts: (i) the principal portion of each full and
partial Principal Prepayment made by a borrower on a Mortgage Loan during the
related Prepayment Period; (ii) each other unscheduled collection, including
Insurance Proceeds and Net Liquidation Proceeds (other than with respect to any
Mortgage Loan that was finally liquidated during the related Prepayment Period)
representing or allocable to recoveries of principal of the related Mortgage
Loan received during the related Prepayment Period; and (iii) the principal
portion of the Repurchase Price of each Mortgage Loan purchased by the Seller or
any other person pursuant to the Sale and Servicing Agreement due to a defect in
documentation or a material breach of a representation and warranty with respect
to such Mortgage Loan or, in the case of a permitted substitution of a Defective
Mortgage Loan, the amount representing any principal adjustment in connection
with any such replaced Mortgage Loan with respect to the related Prepayment
Period; (3) with respect to unscheduled recoveries allocable to principal of any
Mortgage Loan that was fully liquidated during the related Prepayment Period,
the lesser of (a) the product of (i) the Senior Percentage for that date and
(ii) the remaining Stated Principal Balance of the related Mortgage Loan at the
time of liquidation and (b) the product of (i) the Senior Prepayment Percentage
for that date and (ii) the Net Liquidation Proceeds allocable to principal and
any Subsequent Recoveries allowable to principal; and (4) any amounts described
in clauses (1) through (3) above that remain unpaid from prior Payment Dates.

          Senior Termination Date: The date on which the aggregate Note
Principal Balance of the Class I-A1 and Class I-A2 Notes is reduced to zero.

          Servicer: Wells Fargo and its successors and assigns.

          Servicer Remittance Date: The 18th day of each month, or if such 18th
day is not a Business Day, the first Business Day immediately preceding such
18th day, commencing in the month following the month in which the Cut-off Date
occurs.

          Servicing Agreement: The Seller's Warranties and Servicing Agreement
(WFHM Mortgage Loan Series 2006-W60), dated as of July 1, 2006, between Merrill
Lynch Mortgage Lending, Inc. and Wells Fargo, attached as Exhibit C to the Sale
and Servicing Agreement, as modified by the Assignment Agreement.

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

          Servicing Fee: As to any Mortgage Loan and Payment Date, an amount
equal to the product of (i) the Stated Principal Balance of such Mortgage Loan
as of the Due Date in the preceding calendar month and (ii) the applicable
Servicing Fee Rate.

          Servicing Fee Rate: 0.250% per annum.

          Servicing Function Participant: Any Sub-Servicer, Subcontractor or any
other Person engaged by the Servicer, the Custodian, the Master Servicer, the
Paying Agent, the Securities Administrator or the Indenture Trustee.


                                 Appendix A-25

<PAGE>

          Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Indenture Trustee by the Master Servicer, as such list may be amended from
time to time.

          Sponsor: Merrill Lynch Mortgage Lending, Inc.

          Standard & Poor's: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., or its successor in interest.

          Stated Principal Balance: With respect to any Mortgage Loan and any
Payment Date, the unpaid principal balance of such Mortgage Loan as of the close
of business on the related Due Date (taking account of the principal payment to
be made on such Due Date and irrespective of any delinquency in its payment), as
specified in the amortization schedule at the time relating thereto (before any
adjustment to such amortization schedule by reason of any bankruptcy or similar
proceeding occurring after the Cut-off Date (other than a Deficient Valuation)
or any moratorium or similar waiver or grace period) less any Principal
Prepayments and the principal portion of any Excess Liquidation Proceeds
received during or prior to the immediately preceding Prepayment Period;
provided that the Stated Principal Balance of any Liquidated Mortgage Loan is
zero.

          Statutory Trust Statute: Chapter 38 of Title 12 of the Delaware Code,
12 Del. Code Sections 3801 et seq., as the same may be amended from time to
time.

          Step-Down Test: Means a test that will be satisfied if either of the
following conditions are met: (A)(i) (a) the aggregate Stated Principal Balance
of all Mortgage Loans delinquent 60 days or more (including for this purpose any
such Mortgage Loans in bankruptcy or foreclosure and Mortgage Loans as to which
the related mortgaged property has been acquired by the Trust Fund), averaged
over the preceding six-month period, as a percentage of the aggregate Note
Principal Balance of the Subordinated Notes on such Payment Date (without giving
effect to any payments on such Payment Date), does not exceed 50% or (b) the
aggregate Stated Principal Balance of Mortgage Loans delinquent 60 days or more
(including for this purpose any such Mortgage Loans in bankruptcy or foreclosure
and Mortgage Loans as to which the related mortgaged property has been acquired
by the Trust Fund) averaged over the last six months, as a percentage of the
aggregate Stated Principal Balance of all Mortgage Loans averaged over the last
six months, does not exceed 2% and (ii) cumulative Realized Losses on the
Mortgage Loans to date for such Distribution Date, if occurring during the
eighth, ninth, tenth, eleventh or twelfth year (or any year thereafter) after
the Closing Date, are less than 30%, 35%, 40%, 45% or 50%, respectively, of the
sum of the initial Note Principal Balance of the Subordinated Notes, or (B)(i)
the aggregate Stated Principal Balance of all Mortgage Loans delinquent 60 days
or more (including for this purpose any such Mortgage Loans in bankruptcy or
foreclosure and Mortgage Loans as to which the related mortgaged property has
been acquired by the Trust Fund), averaged over the preceding six-month period,
as a percentage of the aggregate Stated Principal Balance of all Mortgage Loans
averaged over the last six months does not exceed 4% and (ii) Realized Losses on
the Mortgage Loans to date for such Payment Date, if occurring during the
eighth, ninth, tenth, eleventh or twelfth year (or any year thereafter) after


                                 Appendix A-26

<PAGE>

the Closing Date are less than 10%, 15%, 20%, 25% or 30%, respectively, of the
sum of the initial Note Principal Balance of the Subordinated Notes.

          Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing 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 Servicer (or a
Sub-Servicer of any Servicer), the Master Servicer, the Indenture Trustee, the
Custodian or the Securities Administrator.

          Subordinate Notes: Any of the Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2 and Class B-3 Notes.

          Subordinate Percentage: With respect to any Payment Date, 100% minus
the Senior Percentage.

          Subordinate Writedown Amount: With respect to the Subordinate Notes,
the amount by which (a) the sum of the Note Principal Balances of the
Subordinate Notes (after giving effect to the distribution of principal and the
allocation of applicable Realized Losses in reduction on a pro rata basis of the
Note Principal Balances of such Notes on such Payment Date) exceeds (b) the
aggregate Stated Principal Balances of the Mortgage Loans on the Due Date
related to such Payment Date.

          Subordinated Class Percentage: With respect to each Class of
Subordinated Notes and each Payment Date, a percentage obtained by dividing the
Note Principal Balance of such Class immediately prior to such Payment Date by
the aggregate Note Principal Balance of all Classes of Subordinated Notes
immediately prior to such date.

          Subordinated Percentage: With respect to any Payment Date, the
difference between 100% and the Senior Percentage on such Payment Date.

          Subordinated Prepayment Percentage: For any Payment Date, the
difference between 100% and the Senior Prepayment Percentage for such Payment
Date; provided, however, that on any Payment Date after the Senior Termination
Date has occurred, the Subordinated Prepayment Percentage will represent the
entire interest of the Subordinated Notes in the Mortgage Loans and will be
equal to the difference between 100% and the Senior Prepayment Percentage
related to the Mortgage Loans in the aggregate for such Payment Date.

          Subordinated Principal Payment Amount: The sum of (1) the product of
(a) the Subordinated Percentage and (b) the principal portion of each related
Scheduled Payment on each Mortgage Loan due during the related Due Period, plus
(2) the product of (a) the related Subordinated Prepayment Percentage and (b)
each of the following amounts: (i) the principal portion of each full and
partial Principal Prepayment made by a borrower on a Mortgage Loan during the
related Prepayment Period, (ii) each other unscheduled collection, including
Insurance Proceeds and Net Liquidation Proceeds, representing or allocable to
recoveries of principal of Mortgage Loans in the Mortgage Pool received during
the related Prepayment Period and (iii) the principal portion of the purchase
price of each Mortgage Loan that was purchased by the Seller or any other person
pursuant to the Sale and Servicing Agreement due to a defect in documentation or
a material breach of a representation or warranty with respect to such


                                 Appendix A-27

<PAGE>

Mortgage Loan or, in the case of a permitted substitution of a Defective
Mortgage Loan, the amount representing any principal adjustment in connection
with any such replaced Mortgage Loan with respect to such Payment Date, plus (3)
with respect to unscheduled recoveries allocable to principal of any Mortgage
Loan that was finally liquidated during the related Prepayment Period, the
related net liquidation proceeds allocable to principal, to the extent not
distributed pursuant to clause (3) of the definition of Senior Principal Payment
Amount, and plus (4) any amounts described in clauses (1) through (3) for any
previous Payment Date that remain unpaid.

          Subsequent Transfer: A transfer of a Note with respect to which a Tax
Transfer Certificate or "will be debt" opinion has been furnished to the
Securities Administrator; provided, that, if a REIT which is the owner, directly
or through one or more QRSs or entities disregarded as entities separate from
such REIT or QRSs, of 100% of all Certificates and all Notes other than those
with respect to which a Tax Transfer Certificate or "will be debt" opinion
previously was furnished to the Securities Administrator reacquires any such
Note, then the initial transfer of such Note by such REIT after such
reacquisition shall be treated as an Initial Transfer requiring a new Tax
Transfer Certificate or "will be debt" opinion and not as a Subsequent Transfer;
provided, further, for the avoidance of doubt, that if Notes are transferred to
any Person in a transfer with respect to which a certificate substantially in
the form of Exhibit F hereto is required to be delivered to the Securities
Administrator and certain other parties, then (1) such transfer of such Notes to
such Person shall not be treated as an Initial Transfer or a Subsequent Transfer
and (2) the initial transfer of any Note (other than a pledge of such Note to
secure indebtedness or the transfer of such Note pursuant to a repurchase
agreement treated as secured indebtedness for federal income tax purposes) by
such Person shall be treated as an Initial Transfer requiring a new Tax Transfer
Certificate or "will be debt" opinion and not as a Subsequent Transfer;
provided, further, that if any Note has been transferred to a lender upon a
default under any secured indebtedness or has been transferred to a counterparty
to a repurchase agreement and a default subsequently occurs with respect to such
repurchase agreement, and such lender or repurchase agreement counterparty
furnishes, or causes to be furnished, to the Securities Administrator (x) in the
case of a Class I-A1 or Class I-A2 Note, a Tax Transfer Certificate or a "will
be debt" opinion rendered by nationally recognized tax counsel or (y) in the
case of a Privately Offered Note, a "will be debt" opinion rendered by
nationally recognized tax counsel, then the transfer of such Note by such
secured lender or a repurchase agreement counterparty shall be treated as a
Subsequent Transfer.

          Subsequent Recoveries: Means any amount recovered by the Servicer or
the Master Servicer (net of reimbursable expenses) with respect to a Liquidated
Mortgage Loan with respect to which a Realized Loss was incurred after the
liquidation or disposition of such Mortgage Loan.

          Sub-Servicer: Any Person that services Mortgage Loans on behalf of the
Servicer, and is responsible for the performance (whether directly or through
sub-servicers or Subcontractors) of servicing functions required to be performed
under this Agreement, the Servicing Agreement or any sub-servicing agreement
that are identified in Item 1122(d) of Regulation AB.


                                 Appendix A-28

<PAGE>

          Substitute Mortgage Loan: A Mortgage Loan tendered to the Indenture
Trustee pursuant to the Mortgage Loan Purchase Agreement or the Sale and
Servicing Agreement, as applicable, in each case, (i) which has an Outstanding
Principal Balance not greater nor materially less than the Mortgage Loan for
which it is to be substituted; (ii) which has a Mortgage Interest Rate and Net
Rate not less than, and not materially greater than, such Mortgage Loan; (iii)
which has a maturity date not materially earlier or later than such Mortgage
Loan and not later than the latest maturity date of any Mortgage Loan; (iv)
which is of the same property type and occupancy type as such Mortgage Loan; (v)
which has a Loan-to-Value Ratio not greater than the Loan-to-Value Ratio of such
Mortgage Loan; (vi) which is current in payment of principal and interest as of
the date of substitution; (vii) as to which the payment terms do not vary in any
material respect from the payment terms of the Mortgage Loan for which it is to
be substituted and (viii) which has a Gross Margin and Maximum Lifetime Mortgage
Rate no less than those of such Mortgage Loan, has the same Index and interval
between Interest Adjustment Dates as such Mortgage Loan, and a Minimum Lifetime
Mortgage Rate no lower than that of such Mortgage Loan.

          Treasury Regulations: Regulations, including proposed or temporary
Regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

          Trust: The Merrill Lynch Mortgage Backed Securities Trust, Series
2007-2 created pursuant to the Trust Agreement.

          Trust Agreement: The Trust Agreement, dated as of June 27, 2007, among
the Owner Trustee, the Depositor and the Securities Administrator, relating to
the Trust.

          Trust Estate: The meaning specified in the Granting Clause of the
Indenture.

          Trust Indenture Act or TIA: The Trust Indenture Act of 1939, as
amended from time to time, as in effect on any relevant date.

          Two Times Test: Means a test that will be satisfied on any Payment
Date if all the following conditions are met: (i) the Subordinated Percentage is
at least two times the Subordinated Percentage as of the Closing Date; (ii) the
condition described in clause (A) of the definition of "Step-Down Test" is
satisfied; and (iii) cumulative Realized Losses with respect to the Mortgage
Loans do not exceed 20% of the aggregate Note Principal Balance of the
Subordinated Notes as of the Closing Date.

          UCC: The Uniform Commercial Code, as amended from time to time, as in
effect in any specified jurisdiction.

          Underwriter: Merrill Lynch, Pierce, Fenner & Smith Incorporated.

          Uninsured Cause: Any cause of damage to a Mortgaged Property or
related REO Property such that the complete restoration of such Mortgaged
Property or related REO Property is not fully reimbursable by the hazard
insurance policies required to be maintained pursuant to the Servicing
Agreement, without regard to whether or not such policy is maintained.


                                 Appendix A-29

<PAGE>

          Unpaid Realized Loss Amount: With respect to any class of the
Subordinated Notes and as to any Payment Date, the excess of (1) Applied
Realized Loss Amounts with respect to such class over (2) the sum of (x) all
payments in reduction of the Unpaid Realized Loss Amounts on all previous
Payment Dates and (y) all increases in the Note Principal Balance of such class
pursuant to the last sentence of the definition of "Note Principal Balance." Any
amounts distributed to a class of Subordinated Notes in respect of any Unpaid
Realized Loss Amount will not be applied to reduce the Note Principal Balance of
such class.

          Wells Fargo: Wells Fargo Bank, N.A., or its successor in interest.


                                 Appendix A-30