<PAGE>

                                                                     EXHIBIT 4.2



                     MERRILL LYNCH MORTGAGE INVESTORS, INC.,
                                    Depositor

                             WELLS FARGO BANK, N.A.
                  Master Servicer and Securities Administrator

                                       and

                      HSBC BANK USA, NATIONAL ASSOCIATION,
                                     Trustee

                      STACK II POOLING AND SERVICING TERMS,
                                  Constituting,
             Along with the Stack I Pooling and Servicing Terms, the

                         POOLING AND SERVICING AGREEMENT

                             Dated as of May 1, 2007

                                   ----------

            Mortgage Pass-Through Certificates, MANA Series 2007-AF1

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I DEFINITIONS....................................................      7
   Section 1.02  Accounting..............................................     51

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
           CERTIFICATES..................................................     52
   Section 2.01  Conveyance of Mortgage Loans to Trustee.................     52
   Section 2.02  Acceptance of Mortgage Loans by Trustee.................     55
   Section 2.03  Assignment of Interest in the Mortgage Loan Purchase
                 Agreement...............................................     58
   Section 2.04  Substitution of Mortgage Loans..........................     59
   Section 2.05  Issuance of Certificates................................     61
   Section 2.06  Representations and Warranties Concerning the
                 Depositor...............................................     61
   Section 2.07  Representations and Warranties Concerning the Master
                 Servicer and Securities Administrator...................     62

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...............     64
   Section 3.01  Master Servicer.........................................     64
   Section 3.02  REMIC-Related Covenants.................................     65
   Section 3.03  Monitoring of Servicers.................................     65
   Section 3.04  Fidelity Bond...........................................     66
   Section 3.05  Power to Act; Procedures................................     66
   Section 3.06  Due-on-Sale Clauses; Assumption Agreements..............     67
   Section 3.07  Release of Mortgage Files...............................     67
   Section 3.08  Documents, Records and Funds in Possession of Master
                 Servicer To Be Held for Trustee.........................     68
   Section 3.09  Standard Hazard Insurance and Flood Insurance Policies..     69
   Section 3.10  Presentment of Claims and Collection of Proceeds........     69
   Section 3.11  Maintenance of the Primary Mortgage Insurance Policies..     70
   Section 3.12  Trustee to Retain Possession of Certain Insurance
                 Policies and Documents..................................     70
   Section 3.13  Realization Upon Defaulted Mortgage Loans...............     71
   Section 3.14  Compensation for the Master Servicer....................     71
   Section 3.15  REO Property............................................     71
   Section 3.16  Annual Statement as to Compliance.......................     72
   Section 3.17  Reports on Assessment of Compliance and Attestation.....     73
   Section 3.18  Periodic Filings........................................     75
   Section 3.19  Compliance with Regulation AB...........................     82

ARTICLE IV ACCOUNTS......................................................     83
   Section 4.01  Protected Accounts......................................     83
   Section 4.02  Master Servicer Collection Account......................     84
</TABLE>

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 4.03  Permitted Withdrawals and Transfers from the Master
                 Servicer Collection Account.............................     85
   Section 4.04  Distribution Account....................................     86
   Section 4.05  Permitted Withdrawals and Transfers from the
                 Distribution Account....................................     86
   Section 4.06  [Reserved.].............................................     88

ARTICLE V CERTIFICATES...................................................     90
   Section 5.01  The Certificates........................................     90
   Section 5.02  Certificate Register; Registration of Transfer and
                 Exchange of Certificates................................     90
   Section 5.03  Mutilated, Destroyed, Lost or Stolen Certificates.......     94
   Section 5.04  Persons Deemed Owners...................................     95
   Section 5.05  Access to List of Certificateholders' Names and
                 Addresses...............................................     95
   Section 5.06  Book-Entry Certificates.................................     95
   Section 5.07  Notices to Depository...................................     96
   Section 5.08  Definitive Certificates.................................     96
   Section 5.09  Maintenance of Office or Agency.........................     97

ARTICLE VI PAYMENTS TO CERTIFICATEHOLDERS................................     98
   Section 6.01  Distributions on the Certificates.......................     98
   Section 6.02  Allocation of Losses....................................    103
   Section 6.03  Payments................................................    104
   Section 6.04  Statements to Certificateholders........................    104
   Section 6.05  Monthly Advances........................................    107
   Section 6.06  Compensating Interest Payments..........................    107

ARTICLE VII THE MASTER SERVICER AND THE DEPOSITOR........................    108
   Section 7.01  Liabilities of the Master Servicer......................    108
   Section 7.02  Merger or Consolidation of the Master Servicer..........    108
   Section 7.03  Indemnification from the Master Servicer and the
                 Depositor...............................................    108
   Section 7.04  Limitations on Liability of the Master Servicer and
                 Others..................................................    109
   Section 7.05  Master Servicer Not to Resign...........................    110
   Section 7.06  Successor Master Servicer...............................    110
   Section 7.07  Sale and Assignment of Master Servicing.................    110

ARTICLE VIII DEFAULT.....................................................    112
   Section 8.01  Events of Default.......................................    112
   Section 8.02  Trustee to Act; Appointment of Successor................    113
   Section 8.03  Notification to Certificateholders......................    114
   Section 8.04  Waiver of Defaults......................................    114
   Section 8.05  List of Certificateholders..............................    115

ARTICLE IX CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR.......    116
</TABLE>


                                       iii

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 9.01  Duties of Trustee.......................................    116
   Section 9.02  Certain Matters Affecting the Trustee and the Securities
                 Administrator...........................................    118
   Section 9.03  Trustee and Securities Administrator Not Liable for
                 Certificates or Mortgage Loans..........................    120
   Section 9.04  Trustee and Securities Administrator May Own
                 Certificates............................................    120
   Section 9.05  Trustee's and Securities Administrator's Fees and
                 Expenses................................................    120
   Section 9.06  Eligibility Requirements for Trustee and Securities
                 Administrator...........................................    121
   Section 9.07  Insurance...............................................    122
   Section 9.08  Resignation and Removal of the Trustee and Securities
                 Administrator...........................................    122
   Section 9.09  Successor Trustee and Successor Securities
                 Administrator...........................................    123
   Section 9.10  Merger or Consolidation of Trustee or Securities
                 Administrator...........................................    123
   Section 9.11  Appointment of Co-Trustee or Separate Trustee...........    124
   Section 9.12  Federal Information Returns and Reports to
                 Certificateholders; REMIC Administration................    125

ARTICLE X TERMINATION....................................................    130
   Section 10.01 Termination upon Liquidation or Repurchase of all
                 Mortgage Loans..........................................    130
   Section 10.02 Final Distribution on the Certificates..................    131
   Section 10.03 Additional Termination Requirements.....................    132

ARTICLE XI MISCELLANEOUS PROVISIONS......................................    134
   Section 11.01 Intent of Parties.......................................    134
   Section 11.02 Amendment...............................................    134
   Section 11.03 Recordation of Agreement................................    136
   Section 11.04 Limitation on Rights of Certificateholders..............    136
   Section 11.05 Acts of Certificateholders..............................    136
   Section 11.06 Governing Law...........................................    138
   Section 11.07 Notices.................................................    138
   Section 11.08 Severability of Provisions..............................    139
   Section 11.09 Successors and Assigns..................................    139
   Section 11.10 Article and Section Headings............................    139
   Section 11.11 Counterparts............................................    139
   Section 11.12 Notice to Rating Agencies...............................    139

ARTICLE XII REMIC ADMINISTRATION.........................................    140
   Section 12.01 REMIC Administration....................................    140
   Section 12.02 Prohibited Transactions and Activities..................    140
   Section 12.03 Indemnification with Respect to Prohibited Transactions
                 or Loss of REMIC Status.................................    140
   Section 12.04 REO Property............................................    141
</TABLE>


                                       iv

<PAGE>

EXHIBITS

Exhibit A-1        - Form of Class AV and Class MV Certificates
Exhibit A-2        - Form of Class BV Certificates
Exhibit A-3        - Form of Class A-R Certificate
Exhibit A-4        - Form of Class P Certificate
Exhibit B-1        - Stack I Mortgage Loan Schedule
Exhibit B-2        - Stack II Mortgage Loan Schedule
Exhibit C          - [Reserved]
Exhibit D          - Request for Release of Documents
Exhibit E-1        - Form of Transferee's Letter and Affidavit
Exhibit E-2        - Form of Transferor Certificate
Exhibit F-1        - Form of Transferor Representation Letter
Exhibit F-2        - Form of Investor Representation Letter
Exhibit F-3        - Form of Rule 144A Letter
Exhibit G          - Form of Custodial Agreement
Exhibit H          - [Reserved]
Exhibit I-1 to I-6 - Assignment Agreements
Exhibit J-1        - Stack I Mortgage Loan Purchase Agreement
Exhibit J-2        - Stack II Mortgage Loan Purchase Agreement
Exhibit K          - Servicing Criteria To Be Addressed in Assessment of
                     Compliance
Exhibit L          - Form of Sarbanes-Oxley Certification
Exhibit M          - Form of Back-up Sarbanes-Oxley Certification
Exhibit N          - [Reserved]
Exhibit O          - Additional Disclosure Notification
Exhibit P          - Form of Item 1123 Certification of Servicer
Exhibit Q-1        - Additional Form 10-D Disclosure
Exhibit Q-2        - Additional Form 10-K Disclosure
Exhibit Q-3        - Form 8-K Disclosure Information


                                        v
<PAGE>

                      STACK II POOLING AND SERVICING TERMS

     These Stack II Pooling and Servicing Terms are dated as of May 1, 2007 (the
"Agreement," and, together with the Stack I Pooling and Servicing Terms (the
"Stack I Agreement") dated as of May 1, 2007, the "Pooling and Servicing
Agreement"), among MERRILL LYNCH MORTGAGE INVESTORS, INC., as depositor (the
"Depositor"), WELLS FARGO BANK, N.A., as master servicer (in such capacity, the
"Master Servicer") and as securities administrator (in such capacity, the
"Securities Administrator") and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee
(the "Trustee").

                              PRELIMINARY STATEMENT

     The Depositor has acquired the Mortgage Loans from the Seller and at the
Closing Date is the owner of the Mortgage Loans and the other related property
being conveyed by the Depositor to the Trustee hereunder on behalf of the
Issuing Entity for inclusion in the Trust Fund. On the Closing Date, the
Depositor will acquire the Certificates from the Securities Administrator as
consideration for the Depositor's transfer to the Issuing Entity of the Mortgage
Loans and the other related property constituting that portion of the Trust Fund
relating to the Certificates. The Depositor has duly authorized the execution
and delivery of this Agreement to provide for the conveyance to the Issuing
Entity of the Mortgage Loans and the other related property constituting that
portion of the Trust Fund relating to the Certificates. All covenants and
agreements made by the Seller in the Mortgage Loan Purchase Agreement and in
this Agreement and all covenants and agreements made by the Depositor, the
Trustee, the Securities Administrator and the Master Servicer herein with
respect to the Mortgage Loans and the other related property constituting that
portion of the Trust Fund relating to the Certificates are for the benefit of
the Holders from time to time of the Certificates. The Depositor, the Trustee,
the Securities Administrator and the Master Servicer are entering into this
Agreement, and the Trustee on behalf of the Issuing Entity is accepting the
Trust Fund created hereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.

     In conjunction herewith, the Depositor has acquired the Stack I Mortgage
Loans from the Seller and at the Closing Date is the owner of the Stack I
Mortgage Loans and the other related property being conveyed by the Depositor to
the Trustee under the Stack I Agreement on behalf of the Issuing Entity for
inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the
Stack I Certificates from the Securities Administrator as consideration for the
Depositor's transfer to the Issuing Entity of the Stack I Mortgage Loans and the
other related property constituting that portion of the Trust Fund relating to
the Stack I Certificates. The Depositor has duly authorized the execution and
delivery of the Stack I Agreement to provide for the conveyance to the Issuing
Entity of the Stack I Mortgage Loans and the other related property constituting
that portion of the Trust Fund relating to the Stack I Certificates. The terms
and conditions relating to the issuance of the Stack I Certificates are set
forth in the Stack I Agreement.

     As provided herein, the Securities Administrator shall elect that the
portion of the Trust Fund relating to Loan Group 3 be treated for federal income
tax purposes as comprising two real estate mortgage investment conduits (each a
"REMIC" or, in the alternative, "REMIC 1" and the "Upper Tier REMIC,"
respectively) in a tiered structure. The Certificates created under this
Agreement, other than the Class A-R Certificate and the Class P Certificate,
shall represent

<PAGE>

ownership of regular interests in the Upper Tier REMIC. The Class A-R
Certificate represents the sole class of residual interest in each of REMIC 1
and the Upper Tier REMIC and any REMIC created under the Stack I Agreement.

     The Upper Tier REMIC shall hold as its assets the several classes of
uncertificated REMIC 1 Regular Interests. REMIC 1 shall hold as its assets the
property of the Trust Fund relating to Loan Group 3 other than (i) the REMIC 1
Interests and (ii) the amounts payable to the Class P Certificates.

     Each Upper Tier REMIC Regular Interest is hereby designated as a regular
interest in the Upper Tier REMIC for purposes of the REMIC Provisions. Each
REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1
for purposes of the REMIC Provisions.

     The Class LT1-R Interest is hereby designated as the sole class of residual
interest in REMIC 1 for purposes of the REMIC Provisions. The Class A-R
Certificate, other than the portion thereof representing the right to receive
payments in respect of the Class LT1-R Interest or the residual interest in any
REMIC created under the Stack I Agreement, is hereby designated as the sole
class of residual interest in the Upper Tier REMIC for purposes of the REMIC
provisions. The Class A-R Certificate will also represent the Class LT1-R
Interest and the residual interest in any REMIC created under the Stack I
Agreement.

THE REMIC 1 INTERESTS

     The following table specifies the class designation, interest rate, initial
principal amount and Corresponding Class or Classes of Certificates for each
class of REMIC 1 Interest:

<TABLE>
<CAPTION>
                      Pass-    Corresponding
 REMIC 1   Initial   Through    Class(es) of
Interest   Balance     Rate     Certificates
--------   -------   -------   -------------
<S>        <C>       <C>       <C>
LT1-R        (1)       (1)      N/A
LT1-AV12     (2)       (3)      Class AV-1,
                                Class AV-2,
                                Class AV-IO
LT1-MV1      (2)       (3)      Class MV-1
LT1-MV2      (2)       (3)      Class MV-2
LT1-MV3      (2)       (3)      Class MV-3
LT1-BV1      (2)       (3)      Class BV-1
LT1-BV2      (2)       (3)      Class BV-2
LT1-BV3      (2)       (3)      Class BV-3
</TABLE>

----------
(1)  The Class LT1-R Interest shall represent the sole class of residual
     interest in REMIC 1. The Class LT1-R Interest will not have a principal
     amount or an interest rate. The Class LT1-R Interest shall be represented
     by the Class A-R Certificate.

(2)  The initial principal amount of each of these interests shall be equal to
     the initial Class Certificate Balance the Corresponding Class or Classes of
     Certificates (disregarding the


                                      -2-

<PAGE>

     notional amount of any class of "interest-only" certificates).

(3)  For any Distribution Date, the interest rate for each of these interests
     shall be a per annum rate equal to the Loan Group 3 Net WAC.

Principal and interest shall be payable to, and shortfalls, losses, prepayments
and increases in principal amount are allocable to, the REMIC 1 Regular
Interests as such amounts are payable and allocable to the Corresponding Classes
of Certificates under this Agreement. Any remaining amounts shall be
distributable in respect of the Class LT1-R Interest.

THE CERTIFICATES

     The following table sets forth (or describes) the Class designation,
Pass-Through Rate, initial Class Certificate Balance or initial notional amount,
and minimum denomination for each Class of Certificates comprising interests in
the Trust Fund created hereunder.

<TABLE>
<CAPTION>
                        Initial Class
                         Certificate
                           Balance         Minimum
               Pass-      or Initial    Denominations
   Class      Through      Notional     or Percentage
Designation     Rate        Amount         Interest
-----------   -------   -------------   -------------
<S>           <C>       <C>             <C>
Class AV-1      (1)     $221,603,000     $25,000.00
Class AV-2      (1)     $ 24,622,000     $25,000.00
Class AV-IO     (2)               (2)    $25,000.00
Class MV-1      (3)     $  6,917,000     $25,000.00
Class MV-2      (3)     $  4,522,000     $25,000.00
Class MV-3      (3)     $  2,793,000     $25,000.00
Class BV-1      (3)     $  2,394,000     $25,000.00
Class BV-2      (3)     $  1,729,000     $25,000.00
Class BV-3      (3)     $  1,465,993     $25,000.00
Class P         N/A           N/A (4)           100%
</TABLE>

(1)  The Pass-Through Rate with respect to any Distribution Date (and the
     related Interest Accrual Period) for the Class AV-1 and Class AV-2
     Certificates will be the difference of (i) the weighted average of the net
     mortgage rates of the Group 3 Mortgage Loans and (ii) the interest rate on
     the Class AV-IO Certificates.

(2)  The Class AV-IO Certificates are interest-only Certificates. The Class
     AV-IO certificates will accrue interest on their class notional amount at a
     rate of (i) for all Distribution Dates on or prior to the Distribution Date
     in February 2012, the lesser of (x) 0.5762% per annum and (y) the weighted
     average of the net mortgage rates of the Group 3 Mortgage Loans and (ii)
     for all Distribution Dates thereafter, 0.00%. The notional amount of the
     Class AV-IO Certificates is approximately $246,225,000.

(3)  The Pass-Through Rates with respect to any Distribution Date (and the
     related Interest Accrual Period) for the Class MV-1, Class MV-2, Class
     MV-3, Class BV-1, Class BV-2 and Class BV-3 Certificates will be equal to
     the weighted average of the Net Mortgage Rates of the Group 3 Mortgage
     Loans.

(4)  The Class P Certificates will be entitled to receive Prepayment Charges on
     the Prepayment Charge Mortgage Loans.

     As of the Cut-off Date, the Mortgage Loans had an aggregate Stated
Principal Balance of $266,045,993.70.


                                      -3-

<PAGE>

     In consideration of the mutual agreements herein contained, the Depositor,
the Trustee, Securities Administrator and the Master Servicer hereby agree as
follows:


                                      -4-

<PAGE>

                                    ARTICLE I
                                   DEFINITIONS

     Whenever used in this Agreement, the following words and phrases, unless
otherwise expressly provided or unless the context otherwise requires, shall
have the meanings specified in this Article.

     10-K Filing Deadline: As defined in Section 3.18(h).

     Accepted Master Servicing Practices: With respect to any Mortgage Loan, as
applicable, either (x) those customary mortgage master 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 Trustee
or the Master Servicer (except in its capacity as successor to a Servicer), or
(y) as provided in the applicable Servicing Agreement, to the extent applicable
to any Servicer, but in no event below the standard set forth in clause (x).

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

     Accountant's Attestation: As defined in Section 3.17.

     Accrued Certificate Interest: With respect to each Class of Certificates,
an amount equal to the interest accrued during the related Interest Accrual
Period on the Class Certificate Balance thereof at the then-applicable
Pass-Through Rate. Accrued Certificate Interest on any Class of Certificates
will be reduced by the amount of (i) Prepayment Interest Shortfalls (to the
extent not offset by the related Servicer or Master Servicer with a Compensating
Interest Payment as provided in Section 6.06), (ii) the interest portion of
Realized Losses allocated to such Class of Certificates pursuant to Section 6.02
and (iii) any other interest shortfalls not covered by the subordination
provided by the Class MV Certificates and Class BV Certificates, including
shortfalls as a result of the Relief Act or similar legislation or regulations,
with all such reductions allocated among all of the Certificates in proportion
to their respective amounts of Accrued Certificate Interest payable on such
Distribution Date which would have resulted absent such reductions.

     Additional Disclosure Notification: As defined in Section 3.18(b).

     Additional Form 10-D Disclosure: As defined in Section 3.18(e).

     Additional Form 10-K Disclosure: As defined in Section 3.18(h).

     Adverse REMIC Event: As defined in Section 9.12(g).

     Affiliate: As to any Person, any other Person controlling, controlled by or
under common control with such Person. "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. "Controlled" and
"Controlling" have meanings correlative to the foregoing. The


                                      -5-

<PAGE>

Master Servicer may conclusively presume that a Person is not an Affiliate of
another Person unless a Responsible Officer of the Master Servicer has actual
knowledge to the contrary.

     Agreement: This Stack II Pooling and Servicing Agreement, including the
exhibits hereto, and all amendments hereof and supplements hereto.

     Applicable Credit Rating: For any long-term deposit or security, a credit
rating of AAA in the case of S&P or Aaa in the case of Moody's. For any
short-term deposit or security, a rating of A-l+ in the case of S&P 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 3.17.

     Assignment: An assignment of the Mortgage, notice of transfer or equivalent
instrument, in recordable form, sufficient under the laws of the jurisdiction
wherein the related Mortgaged Property is located to reflect of record the sale
of the Mortgage Loan to the Trustee for the benefit of Certificateholders, 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 and accompanied by an
Opinion of Counsel to that effect.

     Assignment Agreements: The GreenPoint Assignment Agreement, the PHH
Assignment Agreement, the Wilshire Servicing Agreement, the Countrywide
Assignment Agreement, the RFC Assignment Agreement and the Wells Fargo Bank
Assignment Agreement, which are attached hereto as Exhibits I-1 through and I-6,
respectively.

     Available Funds: For any Distribution Date, the sum of the Group 3
Available Funds.

     Back-Up Certification: As defined in Section 3.18(k).

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

     Book-Entry Certificates: Any of the Certificates that shall be registered
in the name of the Depository or its nominee, the ownership of which is
reflected on the books of the Depository or on the books of a Person maintaining
an account with the Depository (directly, as a Depository Participant, or
indirectly, as an indirect participant in accordance with the rules of the
Depository and as described in Section 5.02 hereof). On the Closing Date, the
Certificates (other than the Class A-R Certificate and the Private Certificates)
shall be Book-Entry Certificates.

     Business Day: Any day other than (i) a Saturday or Sunday, (ii) with
respect to Wilshire only, a day on which the New York Stock Exchange is closed
or (iii) a day on which the New York Stock Exchange or Federal Reserve is closed
or on which banking institutions in the


                                      -6-

<PAGE>

jurisdiction in which the Trustee, the Master Servicer, any Servicer or the
Securities Administrator are authorized or obligated by law or executive order
to be closed.

     Certificate: Any mortgage pass-through certificate issued pursuant to this
Agreement evidencing a beneficial ownership interest in that portion of the
Trust Fund related to the Mortgage Loans, signed and countersigned by the
Securities Administrator. For the avoidance of doubt, as defined below, the term
"Stack I Certificate" shall be used to refer to any mortgage pass-through
certificate issued pursuant to the Stack I Agreement, evidencing a beneficial
ownership interest in that portion of the Trust Fund related to the Stack I
Mortgage Loans, signed and countersigned by the Securities Administrator.

     Certificate Group: Each of the Group 3 Certificates.

     Certificate Owner: With respect to each Book-Entry Certificate, any
beneficial owner thereof.

     Certificate Register: The register maintained pursuant to Section 5.02
hereof.

     Certificateholder or Holder: The Person in whose name a Regular Certificate
is registered in the Certificate Register, except that a Disqualified
Organization or non-U.S. Person shall not be a Holder of the Class A-R
Certificate for any purpose hereof.

     Certification Parties: As defined in Section 3.18(k).

     Certifying Person: As defined in Section 3.18(k).

     Class: Collectively, Certificates which have the same priority of payment
and bear the same class designation and the form of which is identical except
for variation in the Percentage Interest evidenced thereby.

     Class AV Certificate: Any of the Class AV-1, Class AV-2, or Class AV-IO
Certificates as designated on the face thereof substantially in the form annexed
(other than the Class A-R Certificate) hereto as Exhibit A-1, executed by the
Securities Administrator and authenticated and delivered by the Securities
Administrator, representing the right to distributions as set forth herein and
therein.

     Class AV Certificateholder: Any Holder of a Class AV Certificate.

     Class A-R Certificate: The Class A-R Certificate created under the Stack I
Agreement.

     Class BV Certificate: Any one of the Class BV-1, Class BV-2 or Class BV-3
Certificates as designated on the face thereof substantially in the form annexed
hereto as Exhibit A-2, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator, representing the
right to distributions as set forth herein and therein.

     Class BV Certificateholder: Any Holder of a Class BV Certificate.


                                      -7-

<PAGE>

     Class BV Percentage: The Class BV-1 Percentage, Class BV-2 Percentage or
Class BV-3 Percentage.

     Class BV-1 Percentage: With respect to any Distribution Date, the lesser of
100% and a fraction, expressed as a percentage, the numerator of which is the
aggregate Class Certificate Balance of the Class BV-1 Certificates immediately
prior to such Distribution Date and the denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date.

     Class BV-2 Percentage: With respect to any Distribution Date, the lesser of
100% and a fraction, expressed as a percentage, the numerator of which is the
aggregate Class Certificate Balance of the Class BV-2 Certificates immediately
prior to such Distribution Date and the denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date.

     Class BV-3 Percentage: With respect to any Distribution Date, the lesser of
100% and a fraction, expressed as a percentage, the numerator of which is the
aggregate Class Certificate Balance of the Class BV-3 Certificates immediately
prior to such Distribution Date and the denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date.

     Class Certificate Balance: With respect to any Certificate as of any date
of determination, the Class Certificate Balance of such Certificate on the
Distribution Date immediately prior to such date of determination, plus any
Subsequent Recoveries added to the Class Certificate Balance of such Certificate
pursuant to Section 6.01, and reduced by the aggregate of (a) all distributions
of principal made thereon on such immediately prior Distribution Date and (b)
without duplication of amounts described in clause (a) above, reductions in the
Class Certificate Balance thereof in connection with allocations thereto of
Realized Losses on the Mortgage Loans and Extraordinary Trust Fund Expenses on
such immediately prior Distribution Date (or, in the case of any date of
determination up to and including the initial Distribution Date, the initial
Class Certificate Balance of such Certificate, as stated on the face thereof);
provided, however, that the Class Certificate Balance of each Subordinate
Certificate of the Class of Subordinate Certificates outstanding with the
highest numerical designation at any given time shall be calculated to equal the
Percentage Interest evidenced by such Certificate multiplied by the excess, if
any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate Class Certificate Balance of all other Classes of
Certificates then outstanding. For purposes of this defined term, the Class BV
Certificates shall be considered as having higher numerical Class designations
than the Class MV Certificates.

     Class MV Certificate: Any one of the Class MV-1, Class MV-2 or Class MV-3
Certificates as designated on the face thereof substantially in the form annexed
hereto as Exhibit A-1, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator, representing the
right to distributions as set forth herein and therein.

     Class MV Certificateholder: Any Holder of a Class MV Certificate.


                                      -8-

<PAGE>

     Class MV Percentage: The Class MV-1 Percentage, Class MV-2 Percentage or
Class MV-3 Percentage.

     Class MV-1 Percentage: With respect to any Distribution Date, the lesser of
100% and a fraction, expressed as a percentage, the numerator of which is the
aggregate Class Certificate Balance of the Class MV-1 Certificates immediately
prior to such date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date.

     Class MV-2 Percentage: With respect to any Distribution Date, the lesser of
100% and a fraction, expressed as a percentage, the numerator of which is the
aggregate Class Certificate Balance of the Class MV-2 Certificates immediately
prior to such date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date.

     Class MV-3 Percentage: With respect to any Distribution Date, the lesser of
100% and a fraction, expressed as a percentage, the numerator of which is the
aggregate Class Certificate Balance of the Class MV-3 Certificates immediately
prior to such date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date.

     Class P Certificate: Any one of the Class P Certificates as designated on
the face thereof substantially in the forum of annexed hereto as Exhibit A-4,
executed by the Securities Administrator and authenticated and delivered by the
Securities Administrator representing the right to distributions of Prepayment
Charges received on the Prepayment Charge Mortgage Loans as set forth herein and
in the Stack I Agreement.

     Class Subordination Percentage: With respect to any Distribution Date and
each Class of Subordinate Certificates, the fraction (expressed as a percentage)
the numerator of which is the Class Certificate Balance of such Class of
Subordinate Certificates immediately prior to such Distribution Date and the
denominator of which is the aggregate of the Class Certificate Balances of all
Classes of Certificates immediately prior to such Distribution Date.

     Closing Date: May 30, 2007.

     Code: The Internal Revenue Code of 1986, as amended.

     Commission: The Securities and Exchange Commission.

     Compensating Interest Payment: As defined in Section 6.06.

     Cooperative: A corporation that has been formed for the purpose of
cooperative apartment ownership.

     Cooperative Assets: Shares issued by Cooperatives, the related Cooperative
Lease and any other collateral securing the Cooperative Loans.


                                      -9-

<PAGE>

     Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the cooperative apartment occupied
by the Mortgagor and relating to the related Cooperative Assets, which lease or
agreement confers an exclusive right to the holder of such Cooperative Assets to
occupy such apartment.

     Cooperative Loan: The indebtedness of a Mortgagor evidenced by a Mortgage
Note which is secured by Cooperative Assets and which is being sold to the
Depositor pursuant to this Agreement, the Mortgage Loans so sold being
identified in the Mortgage Loan Schedule.

     Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.

     Corporate Trust Office: With respect to the Trustee, the principal
corporate trust office of the Trustee at which at any particular time its
corporate trust business in connection with this Agreement 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: Issuer Services - Merrill Lynch Mortgage Investors, Inc.,
MANA Series 2007-AF1, or at such other address as the Trustee may designate from
time to time by notice to the Certificateholders, the Depositor and the Master
Servicer and with respect to the Securities Administrator, for Certificate
transfer purposes, Wells Fargo Center, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479, Attn: Corporate Trust Services - MANA 2007-AF1,
and for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland, 21045,
Attn: Client Manager - MANA 2007-AF1.

     Corresponding Class or Classes of Certificates: With respect to each REMIC
1 Regular Interest, the Class or Classes of Certificates appearing opposite such
REMIC 1 Regular Interest as described in the Preliminary Statement hereto.

     Countrywide: Countrywide Home Loans Servicing LP, or any successor thereto.

     Countrywide Assignment Agreement: The Assignment, Assumption and
Recognition Agreement, dated as of May 1, 2007, among Countrywide, the Depositor
and the Seller pursuant to which the Countrywide Servicing Agreement and the
rights of the Seller thereunder (other than the rights to enforce the
representations and warranties with respect to the Countrywide Loans) were
assigned to the Depositor for the benefit of the Certificateholders.

     Countrywide Loans: The Mortgage Loans serviced by Countrywide pursuant to
the Countrywide Servicing Agreement.

     Countrywide Servicing Agreement: The Master Mortgage Loan Purchase and
Servicing Agreement, dated as of February 1, 2007, between MLML and Countrywide.

     Credit Support Depletion Date: The first Distribution Date on which the
aggregate Class Certificate Balance of the Subordinate Certificates is reduced
to zero.

     Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.


                                      -10-

<PAGE>

     Custodial Agreement: An agreement, dated as of the Closing Date among the
Depositor, the Master Servicer, the Securities Administrator, the Trustee and
the Custodian in substantially the form of Exhibit G hereto.

     Custodian: Each of Wells Fargo Bank, N.A. and Deutsche Bank National Trust
Company, as applicable, including any successors in interest, or any successor
custodian appointed pursuant to the provisions hereof and of the applicable
Custodial Agreement.

     Cut-off Date: May 1, 2007.

     Debt Service Reduction: Any reduction of the Monthly 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.

     Defective Mortgage Loan: A Mortgage Loan replaced or to be replaced by one
or more Substitute Mortgage Loans.

     Deficient Valuation: With respect to any Mortgage Loan, a valuation of the
related Mortgaged Property by a court of competent jurisdiction in an amount
less than the then outstanding principal balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy Code or any
other similar state law or other proceeding.

     Definitive Certificates: As defined in Section 5.06.

     Depositor: Merrill Lynch Mortgage Investors, Inc., a Delaware corporation,
or any successor in interest.

     Depository: The Depository Trust Company, the nominee of which is Cede &
Co., or any successor thereto.

     Depository Participant: A broker, dealer, bank or other financial
institution or other 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 Trustee), the deposits of which are
fully insured by the FDIC to the extent provided by law.

     Determination Date: With respect to each Mortgage Loan, the Determination
Date as defined in the related Servicing Agreement.

     Disqualified Organization: A "disqualified organization" as defined in
Section 860 E(e)(5) of the Code.

     Distribution Account: The trust account or accounts created and maintained
pursuant to Section 4.04, which shall be denominated "Wells Fargo Bank, National
Association, as Securities Administrator for HSBC Bank USA, National
Association, as Trustee f/b/o holders of


                                      -11-

<PAGE>

Merrill Lynch Mortgage Investors, Inc., Mortgage Pass-Through Certificates, MANA
Series 2007-AF1 - Distribution Account (Stack II)." The Distribution Account
shall be an Eligible Account.

     Distribution Account Deposit Date: The Business Day prior to each
Distribution Date.

     Distribution Date: The 25th day of any month, beginning in June 2007, or,
if such 25th day is not a Business Day, the Business Day immediately following.

     Due Date: With respect to each Mortgage Loan, the date in each month on
which its Monthly Payment is due if such due date is the first day of a month
and otherwise is deemed to be the first day of the following month or such other
date specified in the related Servicing Agreement.

     Due Period: With respect to any Distribution Date and each Mortgage Loan,
the period commencing on the second day of the month preceding the month in
which the Distribution Date occurs and ending at the close of business on the
first day of the month in which the Distribution Date occurs.

     Eligible Account: Any of (i) a segregated account maintained with a federal
or state chartered depository institution (A) the short-term obligations of
which are rated A-1 or better by S&P and P-1 by Moody's at the time of any
deposit therein or (B) insured by the FDIC (to the limits established by such
Corporation), the uninsured deposits (as evidenced in writing by the Rating
Agencies that use of any such account as the Distribution Account will not have
an adverse effect on the then-current ratings assigned to the Classes of
Certificates then rated by the Rating Agencies) in which account are otherwise
secured such that, as evidenced by an Opinion of Counsel (obtained by the Person
requesting that the account be held pursuant to this clause (i)) delivered to
the Securities Administrator prior to the establishment of such account, the
Certificateholders will have a claim with respect to the funds in such account
and a perfected first priority security interest against any collateral (which
shall be limited to Permitted Investments, each of which shall mature not later
than the Business Day immediately preceding the Distribution Date next following
the date of investment in such collateral or the Distribution Date if such
Permitted Investment is an obligation of the institution that maintains the
Distribution Account) securing such funds that is superior to claims of any
other depositors or general creditors of the depository institution with which
such account is maintained, (ii) a segregated trust account or accounts
maintained with a federal or state chartered depository institution or trust
company with trust powers acting in its fiduciary capacity or (iii) a segregated
account or accounts of a depository institution acceptable to the Rating
Agencies (as evidenced in writing by the Rating Agencies that use of any such
account as the Distribution Account will not have an adverse effect on the
then-current ratings assigned to the Classes of the Certificates then rated by
the Rating Agencies). Eligible Accounts may bear interest.

     ERISA: The Employee Retirement Income Security Act of 1974, as amended.

     ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that would satisfy the requirements of
Prohibited Transaction Exemption 90-29, Exemption Application No. D-8012, 55
Fed. Reg. 21459 (1990), as amended, granted to the


                                      -12-

<PAGE>

underwriter by the United States Department of Labor (or any other applicable
underwriter's exemption granted by the United States Department of Labor),
except, in relevant part, for the requirement that the certificates have
received a rating at the time of acquisition that is in one of the three (or
four, in the case of a "designated transaction") highest generic rating
categories by at least one of the Rating Agencies.

     ERISA Restricted Certificates: Any of the Class BV-1, Class BV-2, Class
BV-3 or Class P Certificates, and any other Certificate, as long as the
acquisition and holding of such Certificate is not covered by and exempt under
an underwriter's exemption.

     Event of Default: An event of default described in Section 8.01.

     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, plus (ii) related
Liquidation Expenses.

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

     Extraordinary Loss: Any Realized Loss or portion thereof caused by or
resulting from:

          (i) nuclear or chemical reaction or nuclear radiation or radioactive
     or chemical contamination, all whether controlled or uncontrolled and
     whether such loss be direct or indirect, proximate or remote;

          (ii) hostile or warlike action in time of peace or war, including
     action in hindering, combating or defending against an actual, impending or
     expected attack by any government or sovereign power, de jure or de facto,
     or by any authority maintaining or using military, naval or air forces, or
     by military, naval or air forces, or by an agent of any such government,
     power, authority or forces;

          (iii) any weapon of war employing atomic fission or radioactive forces
     whether in time of peace or war, and

          (iv) insurrection, rebellion, revolution, civil war, usurped power or
     action taken by governmental authority in hindering, combating or defending
     against such an occurrence, seizure or destruction under quarantine or
     customs regulations, confiscation by order of any government or public
     authority, or risks of contraband or illegal transactions or trade.

     Extraordinary Trust Fund Expenses: Any amounts reimbursable to the Master
Servicer, either Custodian or the Depositor pursuant to this Agreement,
including but not limited to Sections 4.03, 4.05 and 7.04, any amounts
reimbursable to the Trustee and the Securities Administrator from the Trust Fund
pursuant to this Agreement, including but not limited to Section 9.05, and any
other costs, expenses, liabilities and losses borne by the Trust Fund (exclusive
of any cost, expense, liability or loss that is specific to a particular
Mortgage Loan or


                                      -13-

<PAGE>

REO Property and is taken into account in calculating a Realized Loss in respect
thereof) for which the Trust Fund has not and, in the reasonable good faith
judgment of the Securities Administrator, shall not, obtain reimbursement or
indemnification from any other Person.

     Fannie Mae: Federal National Mortgage Association or any successor thereto.

     FDIC: Federal Deposit Insurance Corporation or any successor thereto.

     Final Certification: The certification substantially in the form of Exhibit
Two to the Custodial Agreement.

     Final Scheduled Maturity Date: With respect to the Certificates, the
Distribution Date in June 2037.

     Fitch: Fitch Inc. or its successor in interest.

     Form 8-K Disclosure Information: As defined in Section 3.18(a).

     Freddie Mac: Freddie Mac, formerly the Federal Home Loan Mortgage
Corporation, or any successor thereto.

     GreenPoint: GreenPoint Mortgage Funding, Inc., or any successor thereto.

     GreenPoint Assignment Agreement: The Assignment, Assumption and Recognition
Agreement, dated as of May 1, 2007, among GreenPoint, the Depositor and the
Seller pursuant to which the GreenPoint Servicing Agreement and the rights of
the Seller thereunder (other than the rights to enforce the representations and
warranties with respect to the GreenPoint Loans) were assigned to the Depositor
for the benefit of the Certificateholders.

     GreenPoint Loans: The Mortgage Loans serviced by GreenPoint pursuant to the
GreenPoint Servicing Agreement.

     GreenPoint Servicing Agreement: The Master Mortgage Loan Purchase and
Servicing Agreement, dated as of October 1, 2006, between the Depositor and
GreenPoint (as amended and in effect at any time).

     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.

     Group 3 Available Funds: With respect to any Distribution Date and the
Group 3 Mortgage Loans, an amount equal to the excess of (i) the sum of (a) the
aggregate of the related Monthly Payments received on or prior to the related
Determination Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments, Subsequent Recoveries and other unscheduled recoveries of principal
and interest in respect of the Group 3 Mortgage Loans during the related
Prepayment Period, (c) the aggregate of any amounts received in respect of a
related REO Property withdrawn from any Protected Account and deposited in the
Master Servicer Collection Account for such Distribution Date, (d) the aggregate
of any amounts deposited in the Master Servicer Collection Account by the
related Servicer or the Master


                                      -14-

<PAGE>

Servicer in respect of related Prepayment Interest Shortfalls for such
Distribution Date and (e) the aggregate of any related Monthly Advances made by
the related Servicer or the Master Servicer for such Distribution Date, over
(ii) the sum of (a) related amounts reimbursable or payable to the related
Servicer or the Master Servicer pursuant to Sections 4.03 and 4.05, (b) related
amounts deposited in the Master Servicer Collection Account or the Distribution
Account, as the case may be, in error and (c) any Extraordinary Trust Fund
Expenses.

     Group 3 Certificates: The Class AV-1, Class AV-2 and Class AV-IO
Certificates.

     Group 3 Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule.

     Group 3 Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:

<TABLE>
<CAPTION>
                                     Group 3 Senior Accelerated
     Distribution Date                 Distribution Percentage
--------------------------   ------------------------------------------
<S>                          <C>
June 2007 through May 2014   100%
June 2014 through May 2015   Group 3 Senior Percentage, plus 70% of the
                             Group 3 Subordinate Percentage
June 2015 through May 2016   Group 3 Senior Percentage, plus 60% of the
                             Group 3 Subordinate Percentage
June 2016 through May 2017   Group 3 Senior Percentage, plus 40% of the
                             Group 3 Subordinate Percentage
June 2017 through May 2018   Group 3 Senior Percentage, plus 20% of the
                             Group 3 Subordinate Percentage
June 2018 and thereafter     Group 3 Senior Percentage
</TABLE>

provided, however, (i) that any scheduled reduction to the Group 3 Senior
Accelerated Distribution Percentage described above shall not occur as of any
Distribution Date unless either (a)(1)(x) the outstanding principal balance of
Mortgage Loans delinquent 60 days or more (including foreclosure and REO
Property) averaged over the last six months as a percentage of the aggregate
outstanding Class Certificate Balance of the Class MV Certificates and the Class
BV Certificates, is less than 50%, or (y) the outstanding principal balance of
Mortgage Loans delinquent 60 days or more (including foreclosure and REO
Property) averaged over the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans averaged over the last six
months, does not exceed 2% and (2) 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
Class Certificate Balances of the Class MV Certificates and Class BV
Certificates or (b) (1) the aggregate outstanding principal balance of the
Mortgage Loans delinquent 60 days or more (including foreclosure and REO
Property) averaged over the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans averaged over the last six
months, does not exceed 4% and (2) Realized


                                      -15-

<PAGE>

Losses on the Mortgage Loans on or prior to 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 10%, 15%, 20%, 25% or 30%,
respectively, of the sum of the Initial Class Certificate Balances of the Class
MV Certificates and Class BV Certificates and (ii) that for any Distribution
Date on which the Group 3 Senior Percentage is greater than the Original Group 3
Senior Percentage, the Group 3 Senior Accelerated Distribution Percentage for
such Distribution Date shall be 100%. Notwithstanding the foregoing, upon the
reduction of the aggregate Class Certificate Balance of the Group 3 Certificates
to zero, the Group 3 Senior Accelerated Distribution Percentage will equal 0%.

     In addition, on any Distribution Date on or after the Distribution Date
occurring in June 2010, if the current weighted average of the Subordinate
Percentages for the Certificates is equal to or greater than two times the
initial weighted average of the Subordinate Percentages for the Certificates,
and (a) the outstanding principal balance of the Mortgage Loans delinquent 60
days or more (including for this purpose any such Mortgage Loans in foreclosure
or bankruptcy and such Mortgage Loans with respect to which the related
Mortgaged Property has been acquired by the Issuing Entity), averaged over the
last six months, as a percentage of the Subordinate Percentage for that
Distribution Date times the aggregate Stated Principal Balance of the Mortgage
Loans, does not exceed 50% and (b) cumulative Realized Losses on the Mortgage
Loans do not exceed 20% of the initial Subordinate Percentage times the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
then, in each case, the Group 3 Senior Accelerated Distribution Percentage for
such Distribution Date will be equal to, prior to the Distribution Date
occurring in May 2010, the Group 3 Senior Percentage plus 50% of the Subordinate
Percentage and, on or after the Distribution Date occurring in May 2010, the
Group 3 Senior Percentage.

     Group 3 Senior Percentage: As of any Distribution Date, the lesser of 100%
and a fraction, expressed as a percentage, the numerator of which is the
aggregate Class Certificate Balance of the Group 3 Certificates immediately
prior to such Distribution Date and the denominator of which is the aggregate
Stated Principal Balance of all of the Group 3 Mortgage Loans or related REO
Properties immediately prior to such Distribution Date.

     Group 3 Senior Principal Distribution Amount: As to any Distribution Date,
the lesser of (a) the balance of the Group 3 Available Funds remaining after the
distribution of all amounts required to be distributed pursuant to subclause
first and second of Section 6.01(A) and (b) the sum of the following:

               (A) the Group 3 Senior Percentage for such Distribution Date
     times the sum of the following:

               (1) the principal portion of each Monthly Payment due during the
     related Due Period on each Outstanding Mortgage Loan in Loan Group 3,
     whether or not received on or prior to the related Determination Date,
     minus the principal portion of any Debt Service Reduction;

                    (2) the Stated Principal Balance of any Group 3 Mortgage
          Loan repurchased during the related Prepayment Period pursuant to
          Section 2.02


                                      -16-

<PAGE>

          or 2.03 hereof or pursuant to the related Servicing Agreement; and

                    (3) the principal portion of all other unscheduled
          collections, including Subsequent Recoveries (other than Principal
          Prepayments in Full and Curtailments and amounts received in
          connection with the liquidation or disposition of a Group 3 Mortgage
          Loan, including without limitation Insurance Proceeds, Liquidation
          Proceeds and REO Proceeds) received during the related Prepayment
          Period to the extent applied by the related Servicer as recoveries of
          principal of the related Mortgage Loan pursuant to related Servicing
          Agreement;

               (B) with respect to the liquidation or other disposition of a
     Group 3 Mortgage Loan which occurred during the related Prepayment Period
     and did not result in any Extraordinary Losses, an amount equal to the
     lesser of (a) the Group 3 Senior Percentage for such Distribution Date
     times the Stated Principal Balance of such Group 3 Mortgage Loan and (b)
     the Group 3 Senior Accelerated Distribution Percentage for such
     Distribution Date times the related unscheduled collections (including
     without limitation Insurance Proceeds, Liquidation Proceeds and REO
     Proceeds) to the extent applied by the related Servicer or the Master
     Servicer as recoveries of principal of the related Mortgage Loan pursuant
     to the related Servicing Agreement or this Agreement;

               (C) the Group 3 Senior Accelerated Distribution Percentage for
     such Distribution Date times the aggregate of all Principal Prepayments in
     Full and Curtailments received in the related Prepayment Period with
     respect to the Group 3 Mortgage Loans; and

               (D) any amounts described in clauses (A), (B) or (C) of this
     definition, as determined for any previous Distribution Date, which remain
     unpaid after application of amounts previously distributed pursuant to this
     clause (D) to the extent that such amounts are not attributable to Realized
     Losses which have been allocated to the Class MV Certificates or Class BV
     Certificates.

     Group 3 Subordinate Amount: On any date of determination, the excess of the
aggregate Stated Principal Balance of the Group 3 Mortgage Loans as of such date
over the aggregate Class Certificate Balances of the Group 3 Certificates then
outstanding.

     Highest Priority: As of any date of determination, the Class of Subordinate
Certificates then outstanding with the earliest priority for payments pursuant
to Section 6.01, in the following order: Class MV-1, Class MV-2, Class MV-3,
Class BV-1, Class BV-2 and Class BV-3 Certificates.

     Indemnified Persons: The Trustee, the Master Servicer, the Depositor and
the Securities Administrator and their officers, directors, agents and employees
and, with respect to the Trustee, any separate co-trustee and its officers,
directors, agents and employees.

     Independent: When used with respect to any specified Person, any such
Person who (a) is in fact independent of the Depositor, the Master Servicer and
their respective Affiliates, (b) does not have any direct financial interest in
or any material indirect financial interest in the Depositor or the Master
Servicer or any Affiliate thereof, and (c) is not connected with the


                                      -17-

<PAGE>

Depositor or the Master Servicer or any Affiliate thereof as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions; provided, however, that a Person shall not fail to be
Independent of the Depositor or the Master Servicer or any Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of any class of
securities issued by the Depositor or the Master Servicer or any Affiliate
thereof, as the case may be.

     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 certification substantially in the form of
Exhibit One to the Custodial Agreement.

     Initial Class Certificate Balance: With respect to any Regular Certificate,
the amount designated "Initial Class Certificate Balance" on the face thereof.

     Initial Optional Termination Date: The first Distribution Date following
the date on which the aggregate Stated Principal Balance of the Mortgage Loans
is less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date.

     Initial Subordinate Class Percentage: With respect to each Class of
Subordinate Certificates, an amount which is equal to the initial aggregate
Class Certificate Balance of such Class of Subordinate Certificates divided by
the aggregate Stated Principal Balance of all the Mortgage Loans as of the
Cut-off Date as follows:

Class MV-1: 4.85%   Class BV-1: 1.20%

Class MV-2: 3.15%   Class BV-2: 0.55%

Class MV-3: 2.10%   Class BV-3: 0%

     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 Accrual Period: With respect to each Distribution Date, for each
Class of Certificates, the calendar month preceding the month in which such
Distribution Date occurs.

     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.

     Investor Representation Letter: As defined in Section 5.02(b).

     Issuing Entity: Merrill Lynch Alternative Note Asset Trust, Series
2007-AF1.


                                      -18-

<PAGE>
     Latest Possible Maturity Date: The latest maturity date for any Mortgage
Loan in the Trust Fund plus one month.

     Liquidated Mortgage Loan: Any defaulted Mortgage Loan (including any REO
Property) as to which the related Servicer has determined that all amounts it
expects to recover from or on account of such Mortgage Loan have been recovered.

     Liquidation Date: With respect to any Liquidated Mortgage Loan, the date on
which the related 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 related Servicer in connection with the liquidation of such
Mortgage Loan and the related Mortgaged Property, such expenses including (a)
property protection expenses, (b) property sales expenses, (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: With respect to any Mortgage Loan, cash received in
connection with the liquidation of a defaulted Mortgage Loan, whether through
trustee's sale, foreclosure sale or otherwise, and amounts received through
Insurance Proceeds and condemnation proceeds.

     Loan Group 3: The group of Mortgage Loans designated as belonging to Loan
Group 3 on the Mortgage Loan Schedule.

     Loan Group 3 Net WAC: The weighted average of the Net Mortgage Rates on the
Group 3 Mortgage Loans weighted on the basis of the respective Stated Principal
Balance of each such Mortgage Loan as of the beginning of the Due Period
immediately preceding such Distribution Date.

     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.

     Lower Priority: As of any date of determination and with respect to any
Class of Subordinate Certificates, any other Class of Subordinate Certificates
then outstanding with a later priority for payments pursuant to Section 6.01.

     Master Servicer: Wells Fargo Bank, N.A. including any successors in
interest who meet the qualifications of the Servicing Agreements and this
Agreement, and any successor master servicer appointed hereunder.

     Master Servicer Collection Account: The trust account or accounts created
and maintained pursuant to Section 4.02, which shall be denominated "Wells Fargo
Bank, National Association as Master Servicer for HSBC Bank USA, National
Association, as Trustee f/b/o holders of Merrill Lynch Mortgage Investors, Inc.,
Mortgage Pass-Through Certificates, MANA Series 2007-AF1 - Master Servicer
Collection Account (Stack II)." The Master Servicer Collection Account shall be
an Eligible Account.


                                      -19-
<PAGE>

     Master Servicing Compensation: The meaning specified in Section 3.14.

     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 Loan: Any Mortgage Loan registered with MERS on the MERS System.

     MERS System: The system of recording transfers of mortgage electronically
maintained by MERS.

     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.

     MLML: Merrill Lynch Mortgage Lending, Inc., a Delaware corporation, or any
successor in interest.

     Monthly Advance: An advance of principal or interest required to be made by
the applicable Servicer pursuant to the related Servicing Agreement or the
Master Servicer pursuant to Section 6.05.

     Monthly Payment: With respect to any Mortgage Loan, the scheduled monthly
payment of principal and interest on such Mortgage Loan which is payable by the
related Mortgagor from time to time under the related Mortgage Note, determined:
(a) after giving effect to (i) any Deficient Valuation and/or Debt Service
Reduction with respect to such Mortgage Loan and (ii) any reduction in the
amount of interest collectible from the related Mortgagor pursuant to the Relief
Act; (b) without giving effect to any extension granted or agreed to by the
related Servicer pursuant to related Servicing Agreement; and (c) on the
assumption that all other amounts, if any, due under such Mortgage Loan are paid
when due.

     Monthly Statement: The statement distributed to Certificateholders pursuant
to Section 6.04.

     Moody's: Moody's Investors Service, Inc. or its successor in interest.

     Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on, or first priority security interest in, a Mortgaged Property securing a
Mortgage Note.

     Mortgage File: The mortgage documents listed in Section 2.01(b) pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.

     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 equal to the "Mortgage Interest Rate" set forth with respect thereto on the
Mortgage Loan Schedule.


                                      -20-

<PAGE>

     Mortgage Loan: A mortgage loan transferred and assigned to the Trustee
pursuant to Section 2.01 or Section 2.04 and held as a part of the Trust Fund,
as identified in the Mortgage Loan Schedule, including a mortgage loan the
property securing which has become an REO Property. For the avoidance of doubt,
as defined below, the term "Stack I Mortgage Loan" shall be used within this
Agreement to refer to a mortgage loan transferred and assigned to the Trustee
pursuant to Section 2.01 or Section 2.04 of the Stack I Agreement, including a
mortgage loan the property securing which has become a REO Property.

     Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement
dated as of May 30, 2007, between the Seller and the Depositor, as purchaser,
and all amendments thereof and supplements thereto, attached hereto as Exhibit
J.

     Mortgage Loan Schedule: The schedule, attached hereto as Exhibit B-2 with
respect to the Mortgage Loans and as amended from time to time to reflect the
repurchase or substitution of Mortgage Loans pursuant to this Agreement.

     Mortgage Note: The originally executed note or other evidence of the
indebtedness of a Mortgagor under the related Mortgage Loan.

     Mortgage Pool: The pool of Mortgage Loans, identified on Exhibit B-2 from
time to time, and any REO Properties acquired in respect thereof.

     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 Liquidation Proceeds: As to any Liquidated Mortgage Loan, Liquidation
Proceeds net of (i) Liquidation Expenses which are payable therefrom by the
related Servicer or the Master Servicer in accordance with the related Servicing
Agreement or this Agreement and (ii) unreimbursed advances by the related
Servicer or the Master Servicer and Monthly Advances.

     Net Mortgage Rate: With respect to each Mortgage Loan, the Mortgage
Interest Rate in effect from time to time less the Servicing Fee Rate (expressed
as a per annum rate).

     Net WAC: The weighted average of the Net Mortgage Rates on the Mortgage
Loans weighted on the basis of the respective Stated Principal Balance of each
such Mortgage Loan as of the beginning of the Due Period immediately preceding
such Distribution Date.

     Nonrecoverable Advance: With respect to any Mortgage Loan any advance or
Monthly Advance (i) which was previously made or is proposed to be made by the
applicable Servicer, or the Master Servicer as successor Servicer, or the
Trustee as successor Master Servicer and (ii) which, in the good faith judgment
of the applicable Servicer, the Master Servicer or the Trustee, will not or, in
the case of a proposed advance or Monthly Advance, would not, be ultimately
recoverable by the applicable Servicer, the Master Servicer or the Trustee (as
successor Master Servicer) from Liquidation Proceeds, Insurance Proceeds or
future payments on the Mortgage Loan for which such advance or Monthly Advance
was made.


                                      -21-

<PAGE>


     Offered Certificate: Any Senior Certificate or Offered Subordinate
Certificate issued hereunder, along with the Class AF-1, Class AF-2, Class AF-3,
Class AF-4, Class AF-5, Class AF-6, Class AF-7, Class AF-8, Class AF-9, Class
AF-10, Class AF-11, Class AF-12, Class 2AF-1, Class 2AF-2, Class F-PO, Class
F-IO, Class MF-1, Class MF-2 or Class MF-3 defined and issued pursuant to the
terms and conditions of the Stack I Agreement.

     Offered Subordinate Certificates: The Class MV-l, Class MV-2 and Class MV-3
Certificates.

     Officer's Certificate: A certificate signed by the Chairman of the Board,
the Vice Chairman of the Board, the President or a Vice President or Assistant
Vice President or other authorized officer of the Master Servicer or the
Depositor, as applicable, and delivered to the Trustee, as required by this
Agreement.

     Opinion of Counsel: A written opinion of counsel who is or are acceptable
to the Trustee and who, unless required to be Independent (an "Opinion of
Independent Counsel"), may be internal counsel for the Master Servicer or the
Depositor.

     Optional Termination: The termination hereunder of that portion of the
Trust Fund related to the Certificates pursuant to Section 10.01(a) hereof.

     Optional Termination Amount: The amount received by the Securities
Administrator in connection with any purchase of all of the Mortgage Loans and
REO Properties pursuant to Section 10.01(b) hereof.

     Optional Termination Price: On any date after the Initial Optional
Termination Date, an amount equal to the sum of (A) the aggregate Stated
Principal Balance of each Mortgage Loan (other than any Mortgage Loan that has
become an REO Property) as of the Distribution Date on which the proceeds of the
Optional Termination are distributed to the Certificateholders, plus accrued
interest thereon at the applicable Mortgage Rate as of the Due Date preceding
the Distribution Date on which the proceeds of the Optional Termination are
distributed to Certificateholders and the fair market value of any REO Property,
plus accrued interest thereon as of the Distribution Date on which the proceeds
of the Optional Termination are distributed to Certificateholders, (B) any
unreimbursed out-of-pocket costs, expenses and indemnity amounts (including any
indemnity amounts) owed to the Master Servicer, the Custodians, the Trustee, the
Securities Administrator or a Servicer and any unpaid or unreimbursed Servicing
Fees, Monthly Advances and Servicing Advances and (C) any unreimbursed costs,
penalties and/or damages incurred by the Trust Fund in connection with any
violation relating to any of the Mortgage Loans of any predatory or abusive
lending law.

     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.


                                      -22-

<PAGE>

     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 Mortgagor at the time such property was
acquired by the Trust Fund less any Net Liquidation Proceeds with respect
thereto to the extent applied to principal.

     Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.

     Pass-Through Rate: With respect to the Certificates and any Distribution
Date, the following:

               (i) For the Class AV-1 and Class AV-2 Certificates on each
          Distribution Date, a per annum rate equal to the difference of (x) the
          Loan Group 3 Net WAC for such Distribution Date and (y) the
          Pass-Through Rate for the Class AV-IO Certificates for such
          Distribution Date.

               (ii) For the Class AV-IO Certificates (i) on each Distribution
          Date on or prior to the Distribution Date in February 2012, a per
          annum rate equal to the lesser of (x) 0.5762% per annum and (y) the
          Loan Group 3 Net WAC and (ii) on any Distribution Date thereafter,
          0.00%.

               (iii) For each class of Class MV Certificates and Class BV
          Certificates on each Distribution Date a per annum rate equal to the
          Loan Group 3 Net WAC.

               (iv) The Class P Certificates do not have a Pass-Through Rate.

     Paying Agent: The Securities Administrator or any successor Paying Agent
appointed by the Securities Administrator.

     Percentage Interest: With respect to any Certificate (other than the Class
A-R and Class P Certificates), a fraction, expressed as a percentage, the
numerator of which is the Initial Class Certificate Balance represented by such
Certificate and the denominator of which is the Initial Class Certificate
Balance of the related Class. With respect to the Class A-R and Class P
Certificates, the Percentage Interest evidenced thereby shall be as specified on
the face thereof, or otherwise, be equal to 100%.

     Periodic Rate Cap: With respect to each Mortgage Loan, the maximum
adjustment that can be made to the Mortgage Interest Rate on each Interest
Adjustment Date in accordance with its terms, regardless of changes in the
applicable Index.

     Permitted Investments: Any one or more of the following obligations or
securities held in the name of the Trustee for the benefit of the
Certificateholders (provided that such obligation


                                      -23-

<PAGE>

or security must be a "permitted investment" within the meaning of such term as
provided for in Section 860G(a)(5) of the Code):

          (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 Trustee 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 each Rating
     Agency and (b) any other 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 Trustee holds the security therefor;

          (iv) securities bearing interest or sold at a discount issued by any
     corporation (including the Trustee 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
     each Rating Agency 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 Issuing
     Entity to exceed 10% of the aggregate Outstanding Principal Balances of all
     the Mortgage Loans and Permitted Investments held as part of the Issuing
     Entity;

          (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 each Rating Agency at
     the time of such investment;

          (vi) a Reinvestment Agreement issued by any bank, insurance company or
     other corporation or entity;


                                      -24-

<PAGE>

          (vii) any other demand, money market or time deposit, obligation,
     security or investment as may be acceptable to either Rating Agency as
     evidenced in writing by each Rating Agency to the Trustee or Master
     Servicer;

          (viii) any money market or common trust fund having the Applicable
     Credit Rating or better from each Rating Agency (if such fund is rated by
     each Rating Agency), including any such fund for which the Trustee or
     Master Servicer or any affiliate of the Trustee 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; and

          (ix) units of a taxable money-market portfolio having the highest
     rating assigned by each Rating Agency (except if S&P is a Rating Agency,
     "AAAm" or "AAAM-G" by S&P) and restricted to obligations issued or
     guaranteed by the United States of America or entities whose obligations
     are backed by the full faith and credit of the United States of America and
     repurchase agreements collateralized by such obligations.

     Permitted Transferee: Any Person other than a Disqualified Organization or
an "electing large partnership" (as defined by Section 775 of the Code).

     Person: Any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     PHH: PHH Mortgage Corporation, or any successor thereto.

     PHH Assignment Agreement: The Assignment, Assumption and Recognition
Agreement, dated as of May 1, 2007, among PHH, the Depositor and the Seller
pursuant to which the PHH Servicing Agreement and the rights of the Seller
thereunder (other than the rights to enforce the representations and warranties
with respect to the PHH Loans) were assigned to the Depositor for the benefit of
the Certificateholders.

     PHH Loans: The Mortgage Loans serviced by PHH pursuant to the PHH Servicing
Agreement.

     PHH Servicing Agreement: The Mortgage Loan Flow Purchase, Sale and
Servicing Agreement dated as of March 27, 2001 between Merrill Lynch Mortgage
Capital Inc., Bishop's Gate Residential Mortgage Trust (formerly known as
Cendant Residential Mortgage Trust) and Cendant Mortgage Corporation (as amended
and in effect at any time).

     Physical Certificate: Either of the Residual Certificate or the Class P
Certificate.


                                      -25-

<PAGE>

     Pooling and Servicing Agreement: The Pooling and Servicing Agreement
relating to the Mortgage Pass-Through Certificates, MANA Series 2007-AF1,
jointly comprised of the Stack I Agreement and this Agreement.

     Prepayment Distribution Trigger: With respect to any Distribution Date and
any Class of Subordinate Certificates (other than the Class MV-1 Certificates),
a test that shall be satisfied if the fraction (expressed as a percentage) equal
to the sum of the Class Certificate Balances of such Class and each Class of
Subordinate Certificates with a Lower Priority than such Class immediately prior
to such Distribution Date divided by the aggregate Stated Principal Balance of
all of the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to the sum of the related Initial
Subordinate Class Percentages of such Classes of Subordinate Certificates.

     Prepayment Interest Shortfall: As to any Distribution Date and any Mortgage
Loan (other than a Mortgage Loan relating to an REO Property) that was the
subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate on the Stated Principal Balance of such Mortgage Loan over the
amount of interest (adjusted to the Net Mortgage Rate) paid by the Mortgagor for
such Prepayment Period to the date of such Principal Prepayment in Full or (b) a
Curtailment during the prior calendar month, an amount equal to one month's
interest at the Net Mortgage Rate on the amount of such Curtailment. The
obligations of the Master Servicer in respect of any Prepayment Interest
Shortfall are set forth in Section 6.06.

     Prepayment Charge: With respect to any Prepayment Period, any prepayment
premium, charge or penalty payable by a Mortgagor in connection with any
Principal Prepayment on the Prepayment Charge Mortgage Loans.

     Prepayment Charge Mortgage Loans: Any of the Mortgage Loans that are
subject to existing prepayment premiums.

     Prepayment Period: With respect to any Mortgage Loan and any Distribution
Date, the calendar month preceding the month in which such Distribution 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 Interest Accrual Period for such Class
relating to a Distribution Date.

     Principal Prepayment: Any Principal Prepayment in full or Curtailment 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 Net
Liquidation Proceeds.


                                      -26-

<PAGE>

     Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire unpaid principal balance of the Mortgage Loan.

     Private Certificates: Any of the Class BV-1, Class BV-2, Class BV-3 and
Class P Certificates.

     Prospectus Supplement: The Prospectus Supplement dated May 29, 2007,
relating to the public offering of the Offered Certificates.

     Protected Account: An account established and maintained for the benefit of
Certificateholders by each Servicer with respect to the related Mortgage Loans
and with respect to REO Property pursuant to the respective Servicing Agreement.
The Protected Account shall be an Eligible Account.

     Purchase Price: With respect to any Mortgage Loan or REO Property to be
purchased pursuant to or as contemplated by Section 2.03 or 10.01, and as
confirmed by an Officers' Certificate from the Master Servicer to the Trustee,
an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof
as of the date of purchase (or such other price as provided in Section 10.01),
(ii) accrued interest on such Stated Principal Balance at the applicable
Mortgage Interest Rate in effect from time to time from the Due Date as to which
interest was last covered by a payment by the Mortgagor or an advance by the
related Servicer or Master Servicer, which payment or advance had as of the date
of purchase been distributed to Certificateholders, through the end of the
calendar month in which the purchase is to be effected less any unreimbursed
Monthly Advances and any unpaid Servicing Fees payable to the purchaser of the
Mortgage Loan and (iii) any costs and damages incurred by the Issuing Entity in
connection with any violation by such Mortgage Loan or REO Property of any
predatory or abusive-lending law.

     Qualified Servicer: Either (i) any servicer with a servicer rating by each
of the Rating Agencies equal to or better than the servicer rating of (x) with
respect to a successor servicer of the Wilshire Loans, Wilshire at the time of
any such servicing transfer or (y) with respect to a successor servicer of the
PHH Loans, PHH at the time of any such servicing transfer or (ii) any other
servicer that is acceptable to the Rating Agencies.

     Rating Agencies: Moody's and S&P.

     Realized Loss: With respect to a Liquidated Mortgage Loan, the amount by
which the remaining unpaid principal balance of the Mortgage Loan exceeds the
amount of Liquidation Proceeds applied to the principal balance of the related
Mortgage Loan. To the extent the Master Servicer receives Subsequent Recoveries
with respect to any Mortgage Loan, the amount of the Realized Loss with respect
to that Mortgage Loan will be reduced to the extent such recoveries are applied
to reduce the Class Certificate Balance of any Class of Certificates on any
Distribution Date.

     Record Date: With respect to each Distribution Date and each class of
Offered Certificates, the close of business on the last Business Day of the
month immediately preceding the month in which the related Distribution Date
occurs.


                                      -27-

<PAGE>

     Refinanced Mortgage Loan: Any Mortgage Loan the proceeds of which were not
used to purchase the related Mortgaged Property.

     Regular Certificates: Any of the Class AV-1, Class AV-2, Class MV-1, Class
MV-2, Class MV-3, Class BV-1, Class BV-2 or Class BV-3 Certificates.

     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, 1,531 (Jan. 7, 2005) or by the staff of
the Commission, or as may be provided by the Commission or its staff from time
to time.

     Reinvestment Agreements: One or more reinvestment agreements, acceptable to
each of the Rating Agencies, from a bank, insurance company or other corporation
or entity (including the Trustee).

     Relevant Servicing Criteria: The Servicing Criteria applicable to the
various parties, as set forth on Exhibit K hereto. 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 a
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: The Servicemembers Civil Relief Act, as amended.

     Relief Act Mortgage Loan: Any Mortgage Loan as to which the Monthly Payment
thereof has been reduced due to the application of the Relief Act.

     REMIC: Each pool of assets in the Trust Fund designated as a REMIC as
described in the Preliminary Statement.

     REMIC 1: As described in the Preliminary Statement.

     REMIC 1 Interest: Each class of interest in REMIC 1 as described in the
Preliminary Statement.

     REMIC 1 Regular Interest: Each of the REMIC 1 Interests other than the
Class LT1-R Interest.

     REMIC 1 Subordinate Balance Ratio: Not applicable.

     REMIC 2: Not applicable.

     REMIC 2 Interest: Not applicable.

     REMIC 2 Regular Interest: Not applicable.


                                      -28-

<PAGE>

     REMIC Opinion: An Opinion of Counsel to the effect that a contemplated
action will neither adversely affect the status as a REMIC of any REMIC created
hereunder nor subject any such REMIC to any tax under the REMIC Provisions.

     REMIC Provisions: The provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations, including proposed regulations and rulings, and administrative
pronouncements promulgated thereunder, as the foregoing may be in effect from
time to time.

     REO Property: A Mortgaged Property acquired by the Servicer or Master
Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of
foreclosure, as described in Section 3.15 in connection with a defaulted
Mortgage Loan.

     Reportable Event: As defined in Section 3.18(a).

     Reporting Servicer: As defined in Section 3.18(h).

     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 hereto as
Exhibit D.

     Required Insurance Policy: With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under this Agreement
with respect to such Mortgage Loan.

     Residual Certificate: The Class A-R Certificate.

     Residual Interest: The Residual Certificate, other than the portion thereof
representing the right to payments in respect of (i) the Class LT1-R Interest
and (ii) the residual interest in any REMIC created under the Stack I Agreement.

     Responsible Officer: Any officer assigned to the Corporate Trust Office (or
any successor thereto), including any Vice President, Assistant Vice President,
Trust Officer, any Assistant Secretary, any trust officer or any other officer
of the Trustee or Securities Administrator customarily performing functions
similar to those performed by any of the above designated officers and having
direct responsibility for the administration of this Agreement, and any other
officer of the Trustee or Securities Administrator to whom a matter arising
hereunder may be referred because of such officers familiarity with the subject
matter thereof.

     RFC: Residential Funding Company, LLC, or any successor thereto.

     RFC Assignment Agreement: The Assignment, Assumption and Recognition
Agreement, dated as of May 1, 2007, among RFC, the Depositor and the Seller
pursuant to which the RFC Servicing Agreement and the rights of the Seller
thereunder (other than the rights


                                      -29-

<PAGE>

to enforce the representations and warranties with respect to the RFC Loans)
were assigned to the Depositor for the benefit of the Certificateholders.

     RFC Loans: The Mortgage Loans serviced by RFC pursuant to the RFC Servicing
Agreement.

     RFC Servicing Agreement: The Sale and Servicing Agreement, dated as of
February 1, 2007, between MLML and RFC.

     Rule 144A Letter: The certificate to be furnished by each purchaser of a
Private Certificate (which is also a Physical Certificate) which is a Qualified
Institutional Buyer as defined under Rule 144A promulgated under the Securities
Act, substantially in the form set forth as Exhibit F-3 hereto.

     S&P: Standard and Poor's, a division of The McGraw-Hill Companies, Inc. or
its successor in interest.

     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.

     Scheduled Principal: The principal portion of any Scheduled Payment.

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

     Securities Administrator: Wells Fargo Bank, N.A., or any successor in
interest, or any successor securities administrator appointed as herein
provided.

     Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.


                                      -30-

<PAGE>

     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: Merrill Lynch Mortgage Lending, Inc., a Delaware corporation, or
any successor in interest.

     Senior Accelerated Distribution Percentage: The Group 3 Senior Accelerated
Distribution Percentage, as applicable.

     Senior Certificates: The Class AV-1 Certificates, Class AV-2 Certificates
and the Class AV-IO Certificates.

     Senior Percentage: The Group 3 Senior Percentage.

     Senior Principal Distribution Amount: The Group 3 Senior Principal
Distribution Amount.

     Servicer: With respect to each Mortgage Loan, Countrywide, Wilshire, PHH,
GreenPoint, Wells Fargo or RFC, as applicable and as specified on the Mortgage
Loan Schedule.

     Servicer Remittance Date: With respect to each Mortgage Loan, the date set
forth in the related Servicing Agreement.

     Servicing Advances: All customary, reasonable and necessary "out of pocket"
costs and expenses incurred in the performance by a Servicer of its servicing
obligations, including, but not limited to, the cost of (1) the preservation,
inspection, restoration and protection of a Mortgaged Property, including
without limitation advances in respect of prior liens, real estate taxes and
assessments, (2) any collection, enforcement or judicial proceedings, including
without limitation foreclosures, collections and liquidations, (3) the
conservation, management, sale and liquidation of any REO Property, (4)
executing and recording instruments of satisfaction, deeds of reconveyance,
substitutions of trustees on deeds of trust or Assignments of Mortgage to the
extent not otherwise recovered from the related Mortgagors or payable under the
related Servicing Agreement, (5) correcting errors of prior servicers; costs and
expenses charged to such Servicer by the Trustee; tax tracking; title research;
flood certifications; and lender paid mortgage insurance and (6) obtaining or
correcting any legal documentation required to be included in the Mortgage Files
and reasonably necessary for a Servicer to perform its obligations under the
related Servicing Agreement.

     Servicing Agreements: The Countrywide Servicing Agreement, Wilshire
Servicing Agreement, PHH Servicing Agreement, GreenPoint Servicing Agreement,
Wells Fargo Servicing Agreement and RFC Servicing 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 Distribution Date, an amount
equal to the product of (i) the Stated Principal Balance of such Mortgage Loan
as of the Due Date in the


                                      -31-

<PAGE>

preceding calendar month and (ii) the applicable Servicing Fee Rate. Such fee
shall be payable monthly, computed on the basis of the same principal amount and
period respectively which any related interest payment on a Mortgage Loan is
computed. If the Index and/or Gross Margin are adjusted as provided in the
related Mortgage Note, the Servicing Fee shall be the rate per annum in effect
immediately prior to such adjustment.

     Servicing Fee Rate: As to any Mortgage Loan, a per annum rate as set forth
in the Mortgage Loan Schedule.

     Servicing Function Participant: Any Sub-Servicer, Subcontractor or any
other Person engaged by a Servicer, the Custodian, the Master Servicer, the
Paying Agent, the Securities Administrator and the Trustee.

     Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
names and specimen signatures appear on a list of servicing officers furnished
to the Trustee by the Master Servicer, as such list may be amended from time to
time.

     Servicing Rights Owner: With respect to the PHH Loans and the Wilshire
Loans, MLML, or its transferee or assignee, in its capacity as owner of the
servicing rights.

     Stack I Agreement: The Stack I Pooling and Servicing Terms dated as of May
1, 2007.

     Stack I Certificate: Any mortgage pass-through certificate issued pursuant
to the Stack I Agreement, evidencing a beneficial ownership interest in that
portion of the Trust Fund related to the Stack I Mortgage Loans set forth on the
Stack I Mortgage Loan Schedule, signed and countersigned by the Securities
Administrator.

     Stack I Mortgage Loan: A mortgage loan transferred and assigned to the
Trustee pursuant to Section 2.01 or Section 2.04 of the Stack I Agreement and
held as a part of the Trust Fund, as identified in the Stack I Mortgage Loan
Schedule, including a mortgage loan the property securing which has become an
REO Property.

     Stack I Mortgage Loan Schedule: The schedule, attached to the Stack I
Agreement as Exhibit B-1 with respect to the Stack I Mortgage Loans and as
amended from time to time to reflect the repurchase or substitution of Stack I
Mortgage Loans pursuant to the Stack I Agreement.

     Startup Day: The Closing Date.

     Stated Principal Balance: With respect to any Mortgage Loan and Due Date,
the unpaid principal balance of such Mortgage Loan as of such Due Date, as
specified in the amortization schedule at the time relating thereto (before any
adjustment to such amortization schedule by reason of any moratorium or similar
waiver or grace period), after giving effect to any previous partial prepayments
and Liquidation Proceeds received and to the payment of principal due on such
Due date and irrespective of any delinquency in payment by the related
Mortgagor.


                                      -32-

<PAGE>

     Sub-Servicer: Any Person that services Mortgage Loans on behalf of a
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, any related Servicing Agreement or any sub-servicing
agreement that are identified in Item 1122(d) of Regulation AB.

     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 any Servicer (or a
Sub-Servicer of any Servicer), the Master Servicer, the Trustee, the Custodian
or the Securities Administrator.

     Subordinate Certificates: The Class MV-1, Class MV-2, Class MV-3, Class
BV-1, Class BV-2 and Class BV-3 Certificates.

     Subordinate Percentage: For any Distribution Date, the difference between
100% and the Senior Percentage for such date.

     Subordinate Prepayment Percentage: With respect to any Distribution Date
and each Class of Subordinate Certificates, under the applicable circumstances
set forth below, the respective percentages set forth below:

          (i) For any Distribution Date prior to the Distribution Date in May
     2014 (unless the Class Certificate Balances of the Senior Certificates have
     been reduced to zero), 0%.

          (ii) For any Distribution Date for which clause (i) does not apply,
     and on which any Class of Subordinate Certificates are outstanding:

               (a) in the case of the Class of Subordinate Certificates then
          outstanding with the Highest Priority and each other Class of
          Subordinate Certificates for which the related Prepayment Distribution
          Trigger has been satisfied, a fraction, expressed as a percentage, the
          numerator of which is the Class Certificate Balance of such Class
          immediately prior to such date and the denominator of which is the sum
          of the Class Certificate Balances immediately prior to such date of
          (1) the Class of Subordinate Certificates then outstanding with the
          Highest Priority and (2) all other Classes of Subordinate Certificates
          for which the respective Prepayment Distribution Triggers have been
          satisfied; and

               (b) in the case of each other Class of Subordinate Certificates
          for which the Prepayment Distribution Triggers have not been
          satisfied, 0%; and

          (iii) Notwithstanding the foregoing, if the application of the
     foregoing percentages on any Distribution Date as provided in Section 6.01
     of this Agreement (determined without regard to the proviso in the
     definition of "Subordinate Principal Distribution Amount") would result in
     a distribution in respect of principal of any Class or Classes of
     Subordinate Certificates in an amount greater than the remaining Class
     Certificate Balance thereof (any such class, a "Maturing Class"), then: (a)
     the Subordinate Prepayment Percentage of each Maturing Class shall be
     reduced to a level


                                      -33-

<PAGE>

     that, when applied as described above, would exactly reduce the Class
     Certificate Balance of such Class to zero; (b) the Subordinate Prepayment
     Percentage of each other Class of Subordinate Certificates (any such Class,
     a "Non-Maturing Class") shall be recalculated in accordance with the
     provisions in paragraph (ii) above, as if the Class Certificate Balance of
     each Maturing Class had been reduced to zero (such percentage as
     recalculated, the "Recalculated Percentage"); (c) the total amount of the
     reductions in the Subordinate Prepayment Percentages of the Maturing Class
     or Classes pursuant to clause (a) of this sentence, expressed as an
     aggregate percentage, shall be allocated among the Non-Maturing Classes in
     proportion to their respective Recalculated Percentages (the portion of
     such aggregate reduction so allocated to any Non-Maturing Class, the
     "Adjustment Percentage"); and (d) for purposes of such Distribution Date,
     the Subordinate Prepayment Percentage of each Non-Maturing Class shall be
     equal to the sum of (1) the Subordinate Prepayment Percentage thereof,
     calculated in accordance with the provisions in paragraph (ii) above as if
     the Class Certificate Balance of each Maturing Class had not been reduced
     to zero, plus (2) the related Adjustment Percentage.

     Subordinate Principal Distribution Amount: With respect to any Distribution
Date and each Class of Class MV Certificates and Class BV Certificates, the sum
of the following:

               (i) the product of (x) the related Class MV Percentage or Class
     BV Percentage for such Class and (y) the aggregate of the following
     amounts:

                    (1) the principal portion of each Monthly Payment due during
          the related Due Period on each Outstanding Mortgage Loan, whether or
          not received on or prior to the related Determination Date, minus the
          principal portion of any Debt Service Reduction;

                    (2) the Stated Principal Balance of any Mortgage Loan
          repurchased during the related Prepayment Period pursuant to Section
          2.02 or 2.03; and

                    (3) the principal portion of all other unscheduled
          collections (other than Principal Prepayments in Full and Curtailments
          and amounts received in connection with the liquidation or other
          disposition of a Mortgage Loan, including without limitation Insurance
          Proceeds, Liquidation Proceeds and REO Proceeds) received during the
          related Prepayment Period to the extent applied by the related
          Servicer as recoveries of principal of the related Mortgage Loan
          pursuant to the related Servicing Agreement;

               (ii) such Class's pro rata share, based on the Class Certificate
     Balance of each Class of Class MV Certificates and Class BV Certificates
     then outstanding, of, with respect to each Mortgage Loan for which a
     liquidation or other disposition occurred during the related Prepayment
     Period and did not result in any Extraordinary Losses, an amount equal to
     the related unscheduled collections (including without limitation Insurance
     Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by
     the related Servicer as recoveries of principal of the related Mortgage
     Loan pursuant to


                                      -34-

<PAGE>

     the related Servicing Agreement, to the extent such collections are not
     otherwise distributed to the Senior Certificates;

               (iii) the product of (x) the related Subordinate Prepayment
     Percentage for such Distribution Date and (y) the aggregate of all
     Principal Prepayments in Full and Curtailments of the Mortgage Loans
     received in the related Prepayment Period, to the extent not payable to the
     Senior Certificates; and

               (iv) any amounts described in clauses (i), (ii) and (iii) as
     determined for any previous Distribution Date, that remain undistributed to
     the extent that such amounts are not attributable to Realized Losses which
     have been allocated to a Class of Subordinate Certificates;

provided, however, that such amount shall in no event exceed the outstanding
Class Certificate Balance of such Class of Certificates immediately prior to
such date.

     Subsequent Recoveries: Any amount recovered by a 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.

     Substitute Mortgage Loan: With respect to any Mortgage Loan, which is
tendered to the Trustee pursuant to the related Servicing Agreement, the
Mortgage Loan Purchase Agreement or Section 2.04 of this 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, Periodic Rate Cap 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.

     Tax Matters Person: The Securities Administrator or any successor thereto
or assignee thereof shall serve as tax administrator hereunder and as agent for
the Tax Matters Person. The Holder of the Residual Certificates shall be the Tax
Matters Person for the related REMIC, as more particularly set forth in Section
9.12 hereof.

     Transfer: Any direct or indirect transfer or sale of any Ownership Interest
in a certificate.

     Transferor Representation Letter: As defined in Section 5.02(b).

     Trust Fund: The corpus of the Issuing Entity created pursuant to Article II
of this Agreement and Article II of the Stack I Agreement.


                                      -35-

<PAGE>

     Trustee: HSBC Bank USA, National Association, or its successor in interest,
or any successor trustee appointed as herein provided.

     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 the related Servicing Agreement, without
regard to whether or not such policy is maintained.

     United States Person: A citizen or resident of the United States, a
corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States or any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations),
provided that, for purposes solely of the Class A-R Certificate, no partnership
or other entity treated as a partnership for United States federal income tax
purposes shall be treated as a United States Person unless all persons that own
an interest in such partnership either directly or through any entity that is
not a corporation for United States federal income tax purposes are United
States Persons, or an estate whose income is subject to United States federal
income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more such United States Persons have the authority to control
all substantial decisions of the trust. To the extent prescribed in regulations
by the Secretary of the Treasury, which have not yet been issued, a trust which
was in existence on August 20, 1996 (other than a trust treated as owned by the
grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and
which was treated as a United States person on August 20, 1996 may elect to
continue to be treated as a United States person notwithstanding the previous
sentence.

     Upper Tier REMIC: As described in the Preliminary Statement.

     Upper Tier REMIC Regular Interest: Each of the Class AV-1 Certificates,
Class AV-2 Certificates, the Class AV-IO Certificates, the Class MV-1
Certificates, the Class MV-2 Certificates, the Class MV-3 Certificates, the
Class BV-1 Certificates, the Class BV-2 Certificates and the Class BV-3
Certificates.

     Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. The Voting Rights allocated among Holders
of such Certificates outstanding shall be the fraction, expressed as a
percentage, the numerator of which is the aggregate Class Certificate Balance of
all the Certificates of such Class then outstanding and the denominator of which
is the aggregate Class Certificate Balance of all the Certificates then
outstanding (other than the Class A-R Certificate). 99.00% of all Voting Rights
will be allocated among all holders of the Certificates (other than the Class
A-R Certificate) in proportion to their then outstanding Class Certificate
Balances, and 1.00% of the Voting Rights shall be allocated to the Class A-R
Certificate; provided, however, that any Certificate registered in the name of
the Master Servicer, the Depositor or the Securities Administrator or any of
their respective affiliates shall not be included in the calculation of Voting
Rights. The Class P Certificates shall have no voting rights.

     Wells Fargo: Wells Fargo Bank, N.A., or any successor thereto.


                                      -36-

<PAGE>

     Wells Fargo Assignment Agreement: The Assignment, Assumption and
Recognition Agreement, dated as of May 1, 2007, among Wells Fargo Bank, N.A.,
the Depositor and the Seller pursuant to which the Wells Fargo Servicing
Agreement and the rights of the Seller thereunder (other than the rights to
enforce the representations and warranties with respect to the Wells Fargo
Mortgage Loans) were assigned to the Depositor for the benefit of the
Certificateholders.

     Wells Fargo Mortgage Loans: The Mortgage Loans serviced by Wells Fargo
pursuant to the Wells Fargo Servicing Agreement.

     Wells Fargo Servicing Agreement: The Seller's Warranties and Servicing
Agreement, dated as of November 1, 2006, between Merrill Lynch Bank, USA and
Wells Fargo.

     Wilshire: Wilshire Credit Corporation, or any successor thereto.

     Wilshire Mortgage Loans: The Mortgage Loans serviced by Wilshire pursuant
to the Wilshire Servicing Agreement.

     Wilshire Servicing Agreement: The Servicing Agreement dated as of May 1,
2007, between Merrill Lynch Mortgage Investors, Inc. and Wilshire Credit
Corporation.

     Section 1.02 Accounting.

     Unless otherwise specified herein, for the purpose of any definition or
calculation, whenever amounts are required to be netted, subtracted or added or
any distributions are taken into account such definition or calculation and any
related definitions or calculations shall be determined without duplication of
such functions.

                                   ARTICLE II
                             CONVEYANCE OF MORTGAGE
                    LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

     Section 2.01 Conveyance of Mortgage Loans to Trustee.

     (a) The Depositor concurrently with the execution and delivery of this
Agreement, sells, transfers and assigns to the Issuing Entity without recourse
all its right, title and interest in and to (i) the Mortgage Loans identified in
the Mortgage Loan Schedule, including all interest and principal due with
respect to the Mortgage Loans after the Cut-off Date, but excluding any payments
of principal and interest due on or prior to the Cut-off Date; (ii) such assets
as shall from time to time be credited or are required by the terms of this
Agreement to be credited to the Master Servicer Collection Account, (iii) such
assets relating to the Mortgage Loans as from time to time may be held by the
Servicers in Protected Accounts, the Master Servicer in the Master Servicer
Collection Account and the Securities Administrator in the Distribution Account
for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO
Property, (v) 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), (vi) the Mortgage Loan Purchase Agreement to the extent provided in
Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as
assigned to the Depositor on behalf of the Certificateholders by the


                                      -37-

<PAGE>

Assignment Agreements and (viii) any proceeds of the foregoing. Although it is
the intent of the parties to this Agreement that the conveyance of the
Depositor's right, title and interest in and to the Mortgage Loans and other
assets in the Trust Fund pursuant to this Agreement shall constitute a purchase
and sale and not a loan, in the event that such conveyance is deemed to be a
loan, it is the intent of the parties to this Agreement that the Depositor shall
be deemed to have granted to the Trustee a first priority perfected security
interest in all of the Depositor's right, title and interest in, to and under
the Mortgage Loans and other assets in the Trust Fund, and that this Agreement
shall constitute a security agreement under applicable law.

     (b) In connection with the above transfer and assignment, the Depositor
hereby deposits with the Trustee or the Custodian, as its agent, the following
documents or instruments

     (I) with respect to each Mortgage Loan, other than a Cooperative Loan:

          (i) the original Mortgage Note, endorsed in the following form: "Pay
     to the order of HSBC Bank USA, National Association, as Trustee for the
     registered holders of the Merrill Lynch Mortgage Investors, Inc., Mortgage
     Pass-Through Certificates, Series 2007-AF1, without recourse," or in blank,
     with all prior and intervening endorsements showing a complete chain of
     endorsement from the originator to the Person so endorsing to the Trustee;

          (ii) the original recorded Mortgage or a copy of the Mortgage
     certified by the public recording office in which such Mortgage has been
     recorded;

          (iii) except with respect to each MERS Loan, an original Assignment of
     the Mortgage executed in the following form: "HSBC Bank USA, National
     Association, as Trustee for the registered holders of the Merrill Lynch
     Mortgage Investors, Inc., Mortgage Pass-Through Certificates, Series
     2007-AF1.

          (iv) the original recorded Assignment or Assignments of the Mortgage
     showing a complete chain of assignment from the originator (or MERS with
     respect to each MERS Loan) to the Person assigning the Mortgage to the
     Trustee as contemplated by the immediately preceding clause (iii), if
     applicable and only to the extent available to the Depositor with evidence
     of recording thereon;

          (v) the originals of all assumption, modification, consolidation or
     extension agreements (if provided), with evidence of recording thereon, if
     any;

          (vi) the original of any guarantee (if provided) executed in
     connection with the Mortgage Note;

          (vii) the original mortgagee title insurance policy;

          (viii) the original of any security agreement, chattel mortgage or
     equivalent document (if provided) executed in connection with the Mortgage;
     and

          (ix) the original power of attorney, if applicable.


                                      -38-

<PAGE>

and (II) with respect to each Mortgage Loan that is a Cooperative Loan:

          (x) the original Mortgage Note, endorsed in the following form: "Pay
     to the order of HSBC Bank USA, National Association, as Trustee for the
     registered holders of the Merrill Lynch Mortgage Investors, Inc., Mortgage
     Pass-Through Certificates, Series 2007-AF1, without recourse," or in blank,
     with all prior and intervening endorsements showing a complete chain of
     endorsement from the originator to the Person so endorsing to the Trustee;

          (xi) the original duly executed assignment of Security Agreement to
     the Trustee;

          (xii) the acknowledgment copy of the original executed Form UCC-1 (or
     certified copy thereof) with respect to the Security Agreement, and any
     required continuation statements;

          (xiii) the acknowledgment copy of the original executed Form UCC-3
     with respect to the Security Agreement, indicating the Trustee as the
     assignee of the secured party;

          (xiv) the stock certificate representing the Cooperative Assets
     allocated to the cooperative unit, with a stock power in blank attached;

          (xv) the original collateral assignment of the proprietary lease by
     Mortgagor to the originator;

          (xvi) a copy of the recognition agreement;

          (xvii) if applicable and to the extent available, the original
     intervening assignments, including warehousing assignments, if any,
     showing, to the extent available, an unbroken chain of the related Mortgage
     Loan to the Trustee, together with a copy of the related Form UCC-3 with
     evidence of filing thereon; and

          (xviii) the originals of each assumption, modification or substitution
     agreement, if any, relating to the Mortgage Loan;

provided, however, that in lieu of the foregoing, the Depositor may deliver the
following documents, under the circumstances set forth below: (w) the Depositor
may deliver a Mortgage Note pursuant to (a)(i) and (b)(i) endorsed in blank,
provided that the endorsement is completed within 60 days of the Closing Date;
(x) in lieu of the original Mortgage, assignments to the Trustee or its
Custodian, as applicable, or intervening assignments thereof which have been
delivered, are being delivered or will, upon receipt of recording information
relating to the Mortgage required to be included thereon, be delivered to
recording offices for recording and have not been returned to the Depositor in
time to permit their delivery as specified above, the Depositor may deliver a
true copy thereof with a certification by the Depositor on the face of such
copy, substantially as follows: "Certified to be a true and correct copy of the
original, which has been transmitted for recording"; and (y) in lieu of the
Mortgage, assignment to the Trustee or intervening assignments thereof, if the
applicable jurisdiction retains the originals of such


                                      -39-

<PAGE>

documents (as evidenced by a certification from the Depositor or the Master
Servicer, to such effect) the Depositor may deliver photocopies of such
documents containing an original certification by the judicial or other
governmental authority of the jurisdiction where such documents were recorded;
and provided, further, however, that in the case of Mortgage Loans which have
been prepaid in full after the Cut-off Date and prior to the Closing Date, the
Depositor, in lieu of delivering the above documents, may deliver to the Trustee
or its Custodian, as applicable, a certification to such effect and shall
deposit all amounts paid in respect of such Mortgage Loans in the Distribution
Account on the Closing Date. The Depositor shall deliver such original documents
(including any original documents as to which certified copies had previously
been delivered) to the Trustee or its Custodian, as applicable, promptly after
they are received. As of the date hereof, recordation of the assignment of the
Mortgage Loans to the Trustee or the Custodian, as applicable, is not required
in any state by either Rating Agency to obtain the initial rating on the
Certificates (upon which statement the Master Servicer, the Trustee and the
Custodian may each conclusively rely).

     If any original Mortgage Note referred to in Section 2.01(b)(I)(i) or
2.01(b)(II)(i) above cannot be located, the obligations of the Depositor to
deliver such documents shall be deemed to be satisfied upon delivery to the
Trustee or its Custodian, as applicable, of a photocopy of such Mortgage Note,
if available, with a lost note affidavit. If any of the original Mortgage Notes
for which a lost note affidavit was delivered to the Trustee or its Custodian,
as applicable, is subsequently located, such original Mortgage Note shall be
delivered to the Trustee or its Custodian, as applicable, within three Business
Days.

     (c) The parties hereto agree that it is not intended that any mortgage loan
be included in the Trust Fund that is, without limitation, a "High Cost Loan" as
defined by the Home Ownership and Equity Protection Act of 1994 or any other
applicable anti-predatory lending laws, including but not limited to (i) a
"High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective
November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico
Home Loan Protection Act effective January 1, 2004, (iii) a "High Cost Home
Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act
effective November 7, 2004 or (iv) a "High-Cost Home Loan" as defined by the
Indiana High Cost Home Loan Law effective January 1, 2005.

     (d) Notwithstanding anything to the contrary contained herein, the parties
hereto acknowledge that the functions of the Trustee with respect to the
custody, acceptance, inspection and release of Mortgage Files, including but not
limited to certain insurance policies and documents contemplated by Section 3.12
of this Agreement, and preparation and delivery of the certifications shall be
performed by the Custodian(s) pursuant to the terms and conditions of the
Custodial Agreement(s).

     Section 2.02 Acceptance of Mortgage Loans by Trustee.

     (a) The Trustee acknowledges the sale, transfer and assignment of the Trust
Fund to it by the Depositor and its receipt thereof, subject to further review
and the exceptions which may be noted pursuant to the procedures described
below, and declares that it, or the Custodian on its behalf, holds the documents
(or certified copies thereof) delivered to it pursuant to Section 2.01, and
declares that it will continue to hold those documents and any amendments,


                                      -40-

<PAGE>

replacements or supplements thereto and all other assets of the Trust Fund
delivered to it as Trustee in trust for the use and benefit of all present and
future Holders of the Certificates. On or before the Closing Date (or, with
respect to any Substitute Mortgage Loan, within five Business Days after the
receipt by the Trustee or Custodian thereof), the Trustee agrees, for the
benefit of the Certificateholders, to review or cause to be reviewed by the
Custodian on its behalf (under the Custodial Agreement), each Mortgage File
delivered to it and to execute and deliver, or cause to be executed and
delivered, to the Depositor on the Closing Date an Initial Certification. In
conducting such review, the Trustee or Custodian will certify as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the exception
report annexed thereto as not being covered by such certification), (i) all
documents constituting part of such Mortgage File (other than such documents
described in Section 2.01(b)(I)(iii)) required to be delivered to it pursuant to
this Agreement are in its possession, provided that with respect to the
documents described in Section 2.01(b)(I)(v), (vi), (viii) and (ix) and
2.01(b)(II)(viii) and (ix) to the extent the Trustee or the Custodian on its
behalf has actual knowledge that such documents exist, (ii) such documents have
been reviewed by it and are not torn, mutilated, defaced or otherwise altered
(except if initialed by the obligor) and appear to relate on their face to such
Mortgage Loan, (iii) based on its examination and only as to the foregoing, the
information set forth in the Mortgage Loan Schedule corresponding to the loan
number for the Mortgage Loan, the Mortgagor's name, including the street address
but excluding the zip code, the Mortgage Interest Rate and the original
principal balance of the Mortgage Loan accurately reflects information set forth
in the Mortgage File and (iv) with respect to Mortgage Loans with a Mortgage
Interest Rate subject to adjustment, the Gross Margin, the lifetime cap and the
periodic cap for such Mortgage Loan. In performing any such review, the Trustee,
or the Custodian, as its agent, may conclusively rely on the purported due
execution and genuineness of any such document and on the purported genuineness
of any signature thereon. Notwithstanding anything to the contrary in this
Agreement, it is herein acknowledged that, in conducting such review, the
Trustee or the Custodian on its behalf is under no duty or obligation to
inspect, review or examine any such documents, instruments, certificates or
other papers to determine whether they are genuine, enforceable, or appropriate
for the represented purpose or whether they have actually been recorded or that
they are other than what they purport to be on their face, or to determine
whether any Person executing any documents is authorized to do so or whether any
signature is genuine.

     If the Trustee or the Custodian, as its agent, finds any document
constituting part of the Mortgage File not to have been executed or received, or
to be unrelated to the Mortgage Loans identified in Exhibit B-2 or to appear to
be defective on its face, the Trustee or the Custodian, as its agent, shall
promptly notify the Seller. In accordance with the Mortgage Loan Purchase
Agreement, the Seller shall correct or cure any such defect within ninety (90)
days from the date of notice from the Trustee or the Custodian, as its agent, of
the defect and if the Seller fails to correct or cure the defect within such
period, and such defect materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the Trustee, shall enforce the
Seller's obligation pursuant to the Mortgage Loan Purchase Agreement, within 90
days from the Trustee's or the Custodian's notification, to purchase such
Mortgage Loan at the Purchase Price; provided that, if such defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered; provided, however, that if such defect
relates solely to the inability of the Seller to deliver the original Security
Instrument or


                                      -41-

<PAGE>

intervening assignments thereof, or a certified copy because the originals of
such documents, or a certified copy have not been returned by the applicable
jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if
the Seller delivers such original documents or certified copy promptly upon
receipt, but in no event later than 360 days after the Closing Date. The
foregoing repurchase obligation shall not apply in the event that the Seller
cannot deliver such original or copy of any document submitted for recording to
the appropriate recording office in the applicable jurisdiction because such
document has not been returned by such office; provided that the Seller shall
instead deliver a recording receipt of such recording office or, if such receipt
is not available, a certificate confirming that such documents have been
accepted for recording, and delivery to the Trustee or the Custodian, as its
agent, shall be effected by the Seller within thirty days of its receipt of the
original recorded document.

     (b) No later than 180 days after the Closing Date, the Trustee or the
Custodian, as its agent, will review, for the benefit of the Certificateholders,
the Mortgage Files delivered to it and will execute and deliver or cause to be
executed and delivered to the Depositor a Final Certification. In conducting
such review, the Trustee or the Custodian, as its agent, will certify as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the exception
report annexed thereto as not being covered by such certification), that (i) all
documents constituting part of such Mortgage File (other than such documents
described in Section 2.01(b)(I)(v) and (ix)) required to be delivered to it
pursuant to this Agreement are in its possession, provided that with respect to
the documents described in Section 2.01(b)(I)(v), (vi), (viii) and (ix) and
2.01(b)(II)(viii) and (ix) to the extent the Trustee or the Custodian on its
behalf has actual knowledge that such documents exist, (ii) such documents have
been reviewed by it and are not torn, mutilated, defaced or otherwise altered
(except if initialed by the obligor) and appear regular on their face and relate
to such Mortgage Loan, (iii) based on its examination and only as to the
foregoing, the information set forth in the Mortgage Loan Schedule corresponding
to the loan number for the Mortgage Loan, the Mortgagor's name, including the
street address but excluding the zip code, the Mortgage Interest Rate and the
original principal balance of the Mortgage Loan accurately reflects information
set forth in the Mortgage File. In performing any such review, the Trustee, or
the Custodian, as its agent, may conclusively rely on the purported due
execution and genuineness of any such document and on the purported genuineness
of any signature thereon. Notwithstanding anything to the contrary in this
Agreement, it is herein acknowledged that, in conducting such review, the
Trustee or the Custodian on its behalf is under no duty or obligation (i) to
inspect, review or examine any such documents, instruments, certificates or
other papers to determine whether they are genuine, enforceable, or appropriate
for the represented purpose or whether they have actually been recorded or that
they are other than what they purport to be on their face, or to determine
whether any Person executing any documents is authorized to do so or whether any
signature is genuine. If the Trustee or the Custodian, as its agent, finds any
document constituting part of the Mortgage File not to have been executed or
received, or to be unrelated to the Mortgage Loans identified in Exhibit B-2 or
to appear to be defective on its face, the Trustee or the Custodian, as its
agent, shall promptly notify the Seller. In accordance with the Mortgage Loan
Purchase Agreement, the Seller shall correct or cure any such defect within 90
days from the date of notice from the Trustee of the defect and if the Seller is
unable to cure such defect within such period, and if such defect materially and
adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the Trustee shall enforce the Seller's obligation under the
Mortgage Loan Purchase Agreement to purchase such Mortgage Loan at the


                                      -42-

<PAGE>

Purchase Price, provided, however, that if such defect relates solely to the
inability of the Seller to deliver the original Security Instrument or
intervening assignments thereof, or a certified copy, because the originals of
such documents, or a certified copy, have not been returned by the applicable
jurisdiction, the Seller shall not be required to purchase such Mortgage Loan,
if the Seller delivers such original documents or certified copy promptly upon
receipt, but in no event later than 360 days after the Closing Date.

     (c) In the event that a Mortgage Loan is purchased by the Seller in
accordance with Subsections 2.02(a) or (b) above, the Seller shall remit to the
Master Servicer the Purchase Price for deposit in the Master Servicer Collection
Account and the Seller shall provide to the Trustee written notification
detailing the components of the Purchase Price. Upon deposit of the Purchase
Price in the Master Servicer Collection Account, the Depositor shall give
written notice thereof to the Trustee and the Custodian and the Trustee or the
Custodian, as its agent (upon receipt of a Request for Release in the form of
Exhibit D attached hereto with respect to such Mortgage Loan), shall release to
the Seller the related Mortgage File and the Trustee shall execute and deliver
all instruments of transfer or assignment, without recourse, furnished to it by
the Seller as are necessary to vest in the Seller title to and rights under the
Mortgage Loan. Such purchase shall be deemed to have occurred on the date on
which the Purchase Price in available funds is received by the Securities
Administrator on behalf of the Trustee. The Depositor or Master Servicer shall
amend the Mortgage Loan Schedule, to reflect such repurchase and shall promptly
notify the Rating Agencies and the Master Servicer of such amendment. The
obligation of the Seller to repurchase any Mortgage Loan as to which such a
defect in a constituent document exists shall be the sole remedy respecting such
defect available to the Certificateholders or to the Trustee on their behalf.

     Section 2.03 Assignment of Interest in the Mortgage Loan Purchase
Agreement.

     (a) The Depositor hereby assigns to the Trustee, on behalf of the
Certificateholders, all of its right, title and interest in the Mortgage Loan
Purchase Agreement, including but not limited to Depositor's rights pursuant to
the Servicing Agreements (noting that the Seller has retained the right in the
event of breach of the representations, warranties and covenants, if any, with
respect to the related Mortgage Loans of the related Servicer under the related
Servicing Agreement to enforce the provisions thereof and to seek all or any
available remedies). The obligations of the Seller to substitute or repurchase,
as applicable, a Mortgage Loan shall be the Trustee's and the
Certificateholders' sole remedy for any breach thereof. At the request of the
Trustee, the Depositor shall take such actions as may be necessary to enforce
the above right, title and interest on behalf of the Trustee and the
Certificateholders or shall execute such further documents as the Trustee may
reasonably require in order to enable the Trustee to carry out such enforcement.
With respect to the representations and warranties described in the Mortgage
Loan Purchase Agreement that are made to the best of the Seller's knowledge, if
it is discovered by any of the Depositor, the Seller, the Master Servicer, the
Securities Administrator or the Trustee that the substance of such
representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of the related Mortgage Loan, then notwithstanding
the Seller's lack of knowledge with respect to the substance of such
representation and warranty, such inaccuracy shall be deemed a breach of the
applicable representation or warranty.


                                      -43-

<PAGE>

     (b) If the Depositor, the Master Servicer, Securities Administrator or the
Trustee discovers a breach of any of the representations and warranties set
forth in the Mortgage Loan Purchase Agreement, which breach materially and
adversely affects the value of the interests of Certificateholders or the
Trustee in the related Mortgage Loan, the party discovering the breach shall
give prompt written notice of the breach to the other parties. The Seller,
within 90 days of its discovery or receipt of notice that such breach has
occurred (whichever occurs earlier), shall cure the breach in all material
respects or, subject to the Mortgage Loan Purchase Agreement or Section 2.04 of
this Agreement, as applicable, shall purchase the Mortgage Loan or any property
acquired with respect thereto from the Trustee; provided, however, that if there
is a breach of any representation set forth in the Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable, and the Mortgage
Loan or the related property acquired with respect thereto has been sold, then
the Seller shall pay, in lieu of the Purchase Price, any excess of the Purchase
Price over the Net Liquidation Proceeds received upon such sale. (If the Net
Liquidation Proceeds exceed the Purchase Price, any excess shall be paid to the
Seller to the extent not required by law to be paid to the borrower.) Any such
purchase by the Seller shall be made by providing an amount equal to the
Purchase Price to the Master Servicer for deposit in the Master Servicer
Collection Account and written notification detailing the components of such
Purchase Price. The Depositor shall notify the Trustee in writing of the deposit
of the Purchase Price and submit to the Trustee or the Custodian, as its agent,
a Request for Release, and the Trustee shall release, or the Trustee shall cause
the Custodian to release, to the Seller the related Mortgage File and the
Trustee shall execute and deliver all instruments of transfer or assignment
furnished to it by the Seller, without recourse, as are necessary to vest in the
Seller title to and rights under the Mortgage Loan or any property acquired with
respect thereto. Such purchase shall be deemed to have occurred on the date on
which the Purchase Price in available funds is received by the Master Servicer.
The Depositor or the Master Servicer shall amend the Mortgage Loan Schedule to
reflect such repurchase and shall promptly notify the Master Servicer and the
Rating Agencies of such amendment. Enforcement of the obligation of the Seller
to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or
any property acquired with respect thereto (or pay the Purchase Price as set
forth in the above proviso) as to which a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on their behalf.

     Section 2.04 Substitution of Mortgage Loans. Notwithstanding anything to
the contrary in this Agreement, in lieu of purchasing a Mortgage Loan pursuant
to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 of this
Agreement, the Seller may, no later than the date by which such purchase by the
Seller would otherwise be required, tender to the Trustee a Substitute Mortgage
Loan accompanied by a certificate of an authorized officer of the Seller that
such Substitute Mortgage Loan conforms to the requirements set forth in the
definition of "Substitute Mortgage Loan" in the Mortgage Loan Purchase Agreement
or this Agreement, as applicable; provided, however, that substitution pursuant
to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, in lieu of purchase shall not be permitted after the termination of
the two-year period beginning on the Startup Day; provided, further, that if the
breach would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code, any such cure or substitution must
occur within 90 days from the date the breach was discovered. The Trustee or the
Custodian, as its agent, shall examine the Mortgage File for any Substitute
Mortgage Loan in the manner set forth in Section 2.02(a) and the Trustee or the
Custodian, as its agent, shall notify the Seller, in


                                      -44-

<PAGE>

writing, within five Business Days after receipt, whether or not the documents
relating to the Substitute Mortgage Loan satisfy the requirements of the fourth
sentence of Subsection 2.02(a). Within two Business Days after such
notification, the Seller shall provide to the Securities Administrator for
deposit in the Distribution Account the amount, if any, by which the Outstanding
Principal Balance as of the next preceding Due Date of the Mortgage Loan for
which substitution is being made, after giving effect to Scheduled Principal due
on such date, exceeds the Outstanding Principal Balance as of such date of the
Substitute Mortgage Loan, after giving effect to Scheduled Principal due on such
date, which amount shall be treated for the purposes of this Agreement as if it
were the payment by the Seller of the Purchase Price for the purchase of a
Mortgage Loan by the Seller. After such notification to the Seller and, if any
such excess exists, upon written notification of the receipt of such deposit,
the Trustee shall accept such Substitute Mortgage Loan which shall thereafter be
deemed to be a Mortgage Loan hereunder. In the event of such a substitution,
accrued interest on the Substitute Mortgage Loan for the month in which the
substitution occurs and any Principal Prepayments made thereon during such month
shall be the property of the Issuing Entity and accrued interest for such month
on the Mortgage Loan for which the substitution is made and any Principal
Prepayments made thereon during such month shall be the property of the Seller.
The Scheduled Principal on a Substitute Mortgage Loan due on the Due Date in the
month of substitution shall be the property of the Seller and the Scheduled
Principal on the Mortgage Loan for which the substitution is made due on such
Due Date shall be the property of the Issuing Entity. Upon acceptance of the
Substitute Mortgage Loan (and delivery to the Trustee or Custodian of a Request
for Release for such Mortgage Loan), the Trustee shall release to the Seller the
related Mortgage File related to any Mortgage Loan released pursuant to the
Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, and shall execute and deliver all instruments of transfer or
assignment, without recourse, in form as provided to it as are necessary to vest
in the Seller title to and rights under any Mortgage Loan released pursuant to
the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable. The Seller shall deliver the documents related to the Substitute
Mortgage Loan in accordance with the provisions of the Mortgage Loan Purchase
Agreement or Subsections 2.01(b) and 2.02(b) of this Agreement, as applicable,
with the date of acceptance of the Substitute Mortgage Loan deemed to be the
Closing Date for purposes of the time periods set forth in those Subsections.
The representations and warranties set forth in the Mortgage Loan Purchase
Agreement shall be deemed to have been made by the Seller with respect to each
Substitute Mortgage Loan as of the date of acceptance of such Mortgage Loan by
the Trustee. The Master Servicer shall amend the Mortgage Loan Schedule to
reflect such substitution and shall provide a copy of such amended Mortgage Loan
Schedule to the Trustee and the Rating Agencies.

     Notwithstanding any other provision of this Agreement, the right to
substitute Mortgage Loans pursuant to this Article II shall be subject to the
additional limitations that no substitution of a Mortgage Loan shall be made
unless the Securities Administrator and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make the
substitution) that, under current law, such substitution will not (A) affect
adversely the status of any REMIC established hereunder as a REMIC, or of the
related "regular interests" as "regular interests" in any such REMIC, or (B)
cause any such REMIC to engage in a "prohibited transaction" or prohibited
contribution pursuant to the REMIC provisions.


                                      -45-

<PAGE>

     Section 2.05 Issuance of Certificates. The Trustee acknowledges the
assignment to it on behalf of the Issuing Entity of the Mortgage Loans and the
other assets comprising the Trust Fund and, concurrently therewith, the
Securities Administrator has signed, and countersigned and delivered to the
Depositor, in exchange therefor, Certificates in such authorized denominations
representing such Percentage Interests as the Depositor has requested. The
Trustee agrees that it will hold the Mortgage Loans and such other assets as may
from time to time be delivered to it segregated on the books of the Trustee in
trust for the benefit of the Certificateholders.

     Section 2.06 Representations and Warranties Concerning the Depositor. The
Depositor hereby represents and warrants to the Trustee, the Master Servicer and
the Securities Administrator as follows:

          (i) the Depositor (a) is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware and
     (b) is qualified and in good standing as a foreign corporation to do
     business in each jurisdiction where such qualification is necessary, except
     where the failure so to qualify would not reasonably be expected to have a
     material adverse effect on the Depositor's business as presently conducted
     or on the Depositor's ability to enter into this Agreement and to
     consummate the transactions contemplated hereby;

          (ii) the Depositor has full corporate power to own its property, to
     carry on its business as presently conducted and to enter into and perform
     its obligations under this Agreement;

          (iii) the execution and delivery by the Depositor of this Agreement
     have been duly authorized by all necessary corporate action on the part of
     the Depositor; and neither the execution and delivery of this Agreement,
     nor the consummation of the transactions herein contemplated, nor
     compliance with the provisions hereof, will conflict with or result in a
     breach of, or constitute a default under, any of the provisions of any law,
     governmental rule, regulation, judgment, decree or order binding on the
     Depositor or its properties or the articles of incorporation or by-laws of
     the Depositor, except those conflicts, breaches or defaults which would not
     reasonably be expected to have a material adverse effect on the Depositor's
     ability to enter into this Agreement and to consummate the transactions
     contemplated hereby;

          (iv) the execution, delivery and performance by the Depositor of this
     Agreement and the consummation of the transactions contemplated hereby do
     not require the consent or approval of, the giving of notice to, the
     registration with, or the taking of any other action in respect of, any
     state, federal or other governmental authority or agency, except those
     consents, approvals, notices, registrations or other actions as have
     already been obtained, given or made;

          (v) this Agreement has been duly executed and delivered by the
     Depositor and, assuming due authorization, execution and delivery by the
     other parties hereto, constitutes a valid and binding obligation of the
     Depositor enforceable against it in


                                      -46-

<PAGE>

     accordance with its terms (subject to applicable bankruptcy and insolvency
     laws and other similar laws affecting the enforcement of the rights of
     creditors generally);

          (vi) there are no actions, suits or proceedings pending or, to the
     knowledge of the Depositor, threatened against the Depositor, before or by
     any court, administrative agency, arbitrator or governmental body (i) with
     respect to any of the transactions contemplated by this Agreement or (ii)
     with respect to any other matter which in the judgment of the Depositor
     will be determined adversely to the Depositor and will if determined
     adversely to the Depositor materially and adversely affect the Depositor's
     ability to enter into this Agreement or perform its obligations under this
     Agreement; and the Depositor is not in default with respect to any order of
     any court, administrative agency, arbitrator or governmental body so as to
     materially and adversely affect the transactions contemplated by this
     Agreement; and

          (vii) immediately prior to the transfer and assignment to the Trustee,
     each Mortgage Note and each Mortgage were not subject to an assignment or
     pledge, and the Depositor had good and marketable title to and was the sole
     owner thereof and had full right to transfer and sell such Mortgage Loan to
     the Trustee free and clear of any encumbrance, equity, lien, pledge,
     charge, claim or security interest.

     Section 2.07 Representations and Warranties Concerning the Master Servicer
and Securities Administrator. Wells Fargo Bank, N.A., in its capacity as Master
Servicer and Securities Administrator hereby represents and warrants to the
Seller, the Depositor and the Trustee as follows, as of the Closing Date:

          (i) It is a national banking association duly formed, validly existing
     and in good standing under the laws of the United States of America and is
     duly authorized and qualified to transact any and all business contemplated
     by this Agreement to be conducted by the Master Servicer and the Securities
     Administrator, to the extent necessary to ensure its ability to master
     service the Mortgage Loans in accordance with the terms of this Agreement
     and to perform any of its other obligations under this Agreement in
     accordance with the terms hereof;

          (ii) It has the full corporate power and authority to execute, deliver
     and perform, and to enter into and consummate the transactions contemplated
     by this Agreement and has duly authorized by all necessary corporate action
     on its part the execution, delivery and performance of this Agreement; and
     this Agreement, assuming the due authorization, execution and delivery
     hereof by the other parties hereto, constitutes its legal, valid and
     binding obligation, enforceable against it in accordance with its terms,
     except that (a) the enforceability hereof may be limited by bankruptcy,
     insolvency, moratorium, receivership and other similar laws relating to
     creditors' rights generally and (b) the remedy of specific performance and
     injunctive and other forms of equitable relief may be subject to equitable
     defenses and to the discretion of the court before which any proceeding
     therefor may be brought.

          (iii) The execution and delivery of this Agreement by it, the
     consummation of any other of the transactions contemplated by this
     Agreement, and the fulfillment of or


                                      -47-

<PAGE>

     compliance with the terms hereof are in its ordinary course of business and
     will not (A) result in a material breach of any term or provision of its
     charter or by-laws or (B) materially conflict with, result in a material
     breach, violation or acceleration of, or result in a material default
     under, the terms of any other material agreement or instrument to which it
     is a party or by which it may be bound, or (C) constitute a material
     violation of any statute, order or regulation applicable to it of any
     court, regulatory body, administrative agency or governmental body having
     jurisdiction over it; and it is not in breach or violation of any material
     indenture or other material agreement or instrument, or in violation of any
     statute, order or regulation of any court, regulatory body, administrative
     agency or governmental body having jurisdiction over it which breach or
     violation may materially impair its ability to perform or meet any of its
     obligations under this Agreement.

          (iv) No litigation is pending or, to the best of its knowledge,
     threatened, against it that would materially and adversely affect the
     execution, delivery or enforceability of this Agreement or its ability to
     perform any of its other obligations under this Agreement in accordance
     with the terms hereof.

          (v) No consent, approval, authorization or order of any court or
     governmental agency or body is required for its execution, delivery and
     performance of, or compliance with, this Agreement or the consummation of
     the transactions contemplated hereby, or if any such consent, approval,
     authorization or order is required, it has obtained the same.

                                   ARTICLE III
                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

     Section 3.01 Master Servicer. The Master Servicer shall supervise, monitor
and oversee the obligation of the Servicers to service and administer their
respective Mortgage Loans in accordance with the terms of the applicable
Servicing Agreement and shall have full power and authority to do any and all
things which it may deem necessary or desirable in connection with such master
servicing and administration. In performing its obligations hereunder, the
Master Servicer shall act in a manner consistent with Accepted Master Servicing
Practices. Furthermore, the Master Servicer shall oversee and consult with each
Servicer as necessary from time-to-time to carry out the Master Servicer's
obligations hereunder, shall receive, review and evaluate all reports,
information and other data provided to the Master Servicer by each Servicer and
shall cause each Servicer to perform and observe the covenants, obligations and
conditions to be performed or observed by such Servicer under the applicable
Servicing Agreement. The Master Servicer shall independently and separately
monitor each Servicer's servicing activities with respect to each related
Mortgage Loan, reconcile the results of such monitoring with such information
provided in the previous sentence on a monthly basis and coordinate corrective
adjustments to the Servicers' and Master Servicer's records, and based on such
reconciled and corrected information, the Master Servicer shall provide such
information to the Securities Administrator as shall be necessary in order for
it to prepare the statements specified in Section 6.04, and prepare any other
information and statements required to be forwarded by the Master Servicer
hereunder. The Master Servicer shall reconcile the results of its monitoring
with the actual remittances of the Servicers to the Master Servicer Collection
Account pursuant to the applicable Servicing Agreements.


                                      -48-

<PAGE>

     If the Master Servicer and the Securities Administrator are the same
entity, then at any time the Master Servicer is terminated as Master Servicer,
the Securities Administrator shall likewise be removed as securities
administrator.

     The Trustee shall furnish the Servicers and the Master Servicer with any
limited powers of attorney and other documents in form acceptable to it
necessary or appropriate to enable the Servicers and the Master Servicer to
service and administer the related Mortgage Loans and REO Property. The Trustee
shall have no liability with respect to the use of any such limited power of
attorney.

     The Trustee or the Custodian shall provide access to the records and
documentation in possession of the Trustee or the Custodian regarding the
related Mortgage Loans and REO Property and the servicing thereof to the
Certificateholders, the FDIC, and the supervisory agents and examiners of the
FDIC, such access being afforded only upon reasonable prior written request and
during normal business hours at the office of the Trustee or the Custodian;
provided, however, that, unless otherwise required by law, the Trustee or the
Custodian shall not be required to provide access to such records and
documentation if the provision thereof would violate the legal right to privacy
of any Mortgagor. The Trustee or the Custodian shall allow representatives of
the above entities to photocopy any of the records and documentation and shall
provide equipment for that purpose at a charge that covers the Trustee's or the
Custodian's actual costs.

     The Trustee shall execute and deliver to the related Servicer and the
Master Servicer upon request any court pleadings, requests for trustee's sale or
other documents necessary or desirable to (i) the foreclosure or trustee's sale
with respect to a Mortgaged Property; (ii) any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Security Instrument;
(iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any
other rights or remedies provided by the Mortgage Note or Security Instrument or
otherwise available at law or equity.

     Section 3.02 REMIC-Related Covenants. For as long as each REMIC shall
exist, the Trustee and the Securities Administrator shall act in accordance
herewith to assure continuing treatment of such REMIC as a REMIC, and the
Trustee and the Securities Administrator shall comply with any directions of the
Depositor, the related Servicer or the Master Servicer to assure such continuing
treatment. In particular, the Trustee shall not (a) sell or permit the sale of
all or any portion of the Mortgage Loans or of any investment of deposits in an
Account unless such sale is as a result of a repurchase of the Mortgage Loans
pursuant to this Agreement or the Trustee has received a REMIC Opinion prepared
at the expense of the Issuing Entity; and (b) other than with respect to a
substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of
this Agreement, as applicable, accept any contribution to any REMIC after the
Startup Day without receipt of a REMIC Opinion.

     Section 3.03 Monitoring of Servicers.

     (a) The Master Servicer shall be responsible for reporting to the Trustee
and the Depositor the compliance by each Servicer with its duties under the
related Servicing Agreement. In the review of each Servicer's activities, the
Master Servicer may rely upon an


                                      -49-

<PAGE>

officer's certificate of the Servicer with regard to such Servicer's compliance
with the terms of its Servicing Agreement. In the event that the Master
Servicer, in its judgment, determines that a Servicer should be terminated in
accordance with its Servicing Agreement, or that a notice should be sent
pursuant to such Servicing Agreement with respect to the occurrence of an event
that, unless cured, would constitute grounds for such termination, the Master
Servicer shall notify the Depositor and the Trustee thereof and the Master
Servicer shall issue such notice or take such other action as it deems
appropriate.

     (b) The Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall enforce the obligations of each Servicer under the
related Servicing Agreement, and shall, in the event that a Servicer fails to
perform its obligations in accordance with the related Servicing Agreement,
subject to the preceding paragraph, terminate the rights and obligations of such
Servicer thereunder and act as servicer of the related Mortgage Loans or, if the
Master Servicer is unwilling or unable to act as a Servicer, the Master Servicer
shall cause the Trustee to enter in to a new Servicing Agreement with a
successor Servicer selected by the Master Servicer that is eligible in
accordance with the criteria specified in this Agreement; provided, however, it
is understood and acknowledged by the parties hereto that there will be a period
of transition (not to exceed 90 days) before the actual servicing functions can
be fully transferred to such successor servicer. In either event, such
enforcement, including, without limitation, the legal prosecution of claims,
termination of the Servicing Agreements and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the Master Servicer, in its good faith business judgment, would require
were it the owner of the related Mortgage Loans. The Master Servicer shall pay
the costs of such enforcement at its own expense subject to Section 3.03(c),
provided that the Master Servicer shall not be required to prosecute or defend
any legal action except to the extent that the Master Servicer shall have
received reasonable indemnity for its costs and expenses in pursuing such
action.

     (c) To the extent that the costs and expenses of the Master Servicer
related to any termination of a Servicer, appointment of a successor Servicer or
the transfer and assumption of servicing by the Master Servicer with respect to
any Servicing Agreement (including, without limitation, (i) all legal costs and
expenses and all due diligence costs and expenses associated with an evaluation
of the potential termination of a Servicer as a result of an event of default by
such Servicer and (ii) all costs and expenses associated with the complete
transfer of servicing, including all servicing files and all servicing data and
the completion, correction or manipulation of such servicing data as may be
required by the successor servicer to correct any errors or insufficiencies in
the servicing data or otherwise to enable the successor service to service the
Mortgage Loans in accordance with the related Servicing Agreement) are not fully
and timely reimbursed by the terminated Servicer, the Master Servicer shall be
entitled to reimbursement of such costs and expenses from the Master Servicer
Collection Account pursuant to Section 4.03(b).

     (d) The Master Servicer shall require each Servicer to comply with the
remittance requirements and other obligations set forth in the related Servicing
Agreement.

     (e) If the Master Servicer acts as Servicer, it will not assume liability
for the representations and warranties of such Servicer, if any, that it
replaces.


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<PAGE>

     Section 3.04 Fidelity Bond. The Master Servicer, at its expense, shall
maintain in effect a blanket fidelity bond and an errors and omissions insurance
policy, affording coverage with respect to all directors, officers, employees
and other Persons acting on such Master Servicer's behalf, and covering errors
and omissions in the performance of the Master Servicer's obligations hereunder.
The errors and omissions insurance policy and the fidelity bond shall be in such
form and amount generally acceptable for entities serving as master servicers or
trustees.

     Section 3.05 Power to Act; Procedures. The Master Servicer shall master
service the Mortgage Loans and shall have full power and authority, subject to
the REMIC Provisions and the provisions of Article X hereof, to do any and all
things that it may deem necessary or desirable in connection with the master
servicing and administration of the Mortgage Loans, including but not limited to
the power and authority (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to
collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Mortgage Loan, in each case, in accordance with the provisions of
this Agreement and the related Servicing Agreement, as applicable; provided,
however, that the Master Servicer shall not (and, consistent with its
responsibilities under Section 3.03, shall not permit any Servicer to) knowingly
or intentionally take any action, or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more
specifically set forth herein, that, under the REMIC Provisions, if taken or not
taken, as the case may be, would cause any REMIC created hereunder to fail to
qualify as a REMIC or result in the imposition of a tax upon the Issuing Entity
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code) unless the Master Servicer has received an
Opinion of Counsel (but not at the expense of the Master Servicer) to the effect
that the contemplated action will not would cause any REMIC created hereunder to
fail to qualify as a REMIC or result in the imposition of a tax upon any REMIC
created hereunder. The Trustee shall furnish the Master Servicer, upon written
request from a Servicing Officer, with any limited powers of attorney (in form
acceptable to the Trustee) empowering the Master Servicer or any Servicer to
execute and deliver instruments of satisfaction or cancellation, or of partial
or full release or discharge, and to foreclose upon or otherwise liquidate
Mortgaged Property, and to appeal, prosecute or defend in any court action
relating to the Mortgage Loans or the Mortgaged Property, in accordance with the
applicable Servicing Agreement and this Agreement, and the Trustee shall execute
and deliver such other documents, as the Master Servicer may request, to enable
the Master Servicer to master service and administer the Mortgage Loans and
carry out its duties hereunder, in each case in accordance with Accepted Master
Servicing Practices (and the Trustee shall have no liability for misuse of any
such powers of attorney by the Master Servicer or any Servicer). If the Master
Servicer or the Trustee has been advised that it is likely that the laws of the
state in which action is to be taken prohibit such action if taken in the name
of the Trustee or that the Trustee would be adversely affected under the "doing
business" or tax laws of such state if such action is taken in its name, the
Master Servicer shall join with the Trustee in the appointment of a co-trustee
pursuant to Section 9.11 hereof. In the performance of its duties hereunder, the
Master Servicer shall be an independent contractor and shall not, except in
those instances where it is taking action in the name of the Trustee, be deemed
to be the agent of the Trustee.


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<PAGE>

     Section 3.06 Due-on-Sale Clauses; Assumption Agreements. To the extent
provided in the applicable Servicing Agreement, to the extent Mortgage Loans
contain enforceable due-on-sale clauses, the Master Servicer shall cause the
Servicers to enforce such clauses in accordance with the applicable Servicing
Agreement. If applicable law prohibits the enforcement of a due-on-sale clause
or such clause is otherwise not enforced in accordance with the applicable
Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the
original Mortgagor may be released from liability in accordance with the
applicable Servicing Agreement.

     Section 3.07 Release of Mortgage Files.

     (a) Upon becoming aware of the payment in full of any Mortgage Loan, or the
receipt by any Servicer of a notification that payment in full has been escrowed
in a manner customary for such purposes for payment to Certificateholders on the
next Distribution Date, the Servicers or the Master Servicer will, if required
under the applicable Servicing Agreement, promptly furnish to the Custodian, on
behalf of the Trustee, two copies of a certification substantially in the form
of Exhibit D hereto signed by a Servicing Officer or in a mutually agreeable
electronic format which will, in lieu of a signature on its face, originate from
a Servicing Officer (which certification shall include a statement to the effect
that all amounts received in connection with such payment that are required to
be deposited in the Protected Account maintained by the applicable Servicer
pursuant to its Servicing Agreement have been or will be so deposited) and shall
request that the Custodian, on behalf of the Trustee, deliver to the applicable
Servicer the related Mortgage File. Upon receipt of such certification and
request, the Custodian, on behalf of the Trustee, shall no later than five
Business Days (or, to the extent that the applicable Servicer notifies the
Seller that a document is not in the Servicer's possession as part of the
servicing file which is needed for purposes of the Servicer complying with any
applicable law, within such shorter period as may be necessary to enable the
Servicer to comply with such law), release the related Mortgage File to the
applicable Servicer and the Trustee and Custodian shall have no further
responsibility with regard to such Mortgage File. Upon any such payment in full,
each Servicer is authorized, to give, as agent for the Trustee, as the mortgagee
under the Mortgage that secured the Mortgage Loan, an instrument of satisfaction
(or assignment of mortgage without recourse) regarding the Mortgaged Property
subject to the Mortgage, which instrument of satisfaction or assignment, as the
case may be, shall be delivered to the Person or Persons entitled thereto
against receipt therefor of such payment, it being understood and agreed that no
expenses incurred in connection with such instrument of satisfaction or
assignment, as the case may be, shall be chargeable to the Protected Account.

     (b) From time to time and as appropriate for the servicing or foreclosure
of any Mortgage Loan and in accordance with the applicable Servicing Agreement,
the Trustee shall execute such documents as requested and as shall be prepared
and furnished to the Trustee by a Servicer or the Master Servicer and as are
necessary to the prosecution of any such proceedings. In connection with the
foregoing, the Custodian, on behalf of the Trustee, shall, upon the request of a
Servicer or the Master Servicer, and delivery to the Custodian, on behalf of the
Trustee, of two copies of a Request for Release signed by a Servicing Officer
substantially in the form of Exhibit D (or in a mutually agreeable electronic
format which will, in lieu of a signature on its face, originate from a
Servicing Officer), release the related Mortgage File held in its possession or
control to the related Servicer or the Master Servicer, as applicable. Such
trust receipt shall


                                      -52-

<PAGE>

obligate the related Servicer or the Master Servicer to return the Mortgage File
to the Custodian on behalf of the Trustee, when the need therefor by the
Servicer or the Master Servicer no longer exists unless the Mortgage Loan shall
be liquidated, in which case, upon receipt of a certificate of a Servicing
Officer similar to that hereinabove specified, the Mortgage File shall be
released by the Custodian, on behalf of the Trustee, to the related Servicer or
the Master Servicer.

     (c) The Servicers shall have no liability for, and shall be excused from,
any non-performance hereunder to the extent such non-performance is solely and
directly caused by (i) the failure of the Custodian to release (and not caused
by any failure or non-performance by the Servicers), in a manner consistent with
the terms of the Custodial Agreement, any Mortgage File requested by the
Servicers pursuant to a Request for Release and (ii) the unreasonable failure of
the Trustee to execute a timely request for the execution of documents.

     Section 3.08 Documents, Records and Funds in Possession of Master Servicer
To Be Held for Trustee.

     (a) The Master Servicer shall transmit and each Servicer (to the extent
required by the related Servicing Agreement) shall transmit to the Trustee or
Custodian such documents and instruments coming into the possession of the
Master Servicer or such Servicer from time to time as are required by the terms
hereof, or in the case of the Servicers, the applicable Servicing Agreement, to
be delivered to the Trustee or Custodian. Any funds received by the Master
Servicer or by a Servicer in respect of any Mortgage Loan or which otherwise are
collected by the Master Servicer or by a Servicer as Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit
of the Trustee and the Certificateholders subject to the Master Servicer's right
to retain or withdraw from the Master Servicer Collection Account the Master
Servicing Compensation and other amounts provided in this Agreement, and to the
right of each Servicer to retain its Servicing Fee and other amounts as provided
in the applicable Servicing Agreement. The Master Servicer shall, and (to the
extent provided in the applicable Servicing Agreement) shall cause each Servicer
to, provide access to information and documentation regarding the Mortgage Loans
to the Trustee, its agents and accountants at any time upon reasonable request
and during normal business hours, and to Certificateholders that are savings and
loan associations, banks or insurance companies, the Office of Thrift
Supervision, the FDIC and the supervisory agents and examiners of such Office
and Corporation or examiners of any other federal or state banking or insurance
regulatory authority if so required by applicable regulations of the Office of
Thrift Supervision or other regulatory authority, such access to be afforded
without charge but only upon reasonable request in writing and during normal
business hours at the offices of the Master Servicer designated by it. In
fulfilling such a request, the Master Servicer shall not be responsible for
determining the sufficiency of such information.

     (b) All Mortgage Files and funds collected or held by, or under the control
of, the Master Servicer, in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds or
Insurance Proceeds, shall be held by the Master Servicer for and on behalf of
the Trustee and the Certificateholders and shall be and remain the sole and
exclusive property of the Trustee; provided, however, that the Master Servicer
and each Servicer shall be entitled to setoff against, and deduct from, any such
funds


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<PAGE>

any amounts that are properly due and payable to the Master Servicer or such
Servicer under this Agreement or the applicable Servicing Agreement.

     Section 3.09 Standard Hazard Insurance and Flood Insurance Policies.

     (a) For each Mortgage Loan, the Master Servicer shall enforce any
obligation of the Servicers under the related Servicing Agreements to maintain
or cause to be maintained standard fire and casualty insurance and, where
applicable, flood insurance, all in accordance with the provisions of the
related Servicing Agreements. It is understood and agreed that such insurance
shall be with insurers meeting the eligibility requirements set forth in the
applicable Servicing Agreement and that no earthquake or other additional
insurance is to be required of any Mortgagor or to be maintained on property
acquired in respect of a defaulted loan, other than pursuant to such applicable
laws and regulations as shall at any time be in force and as shall require such
additional insurance.

     (b) Pursuant to Sections 4.01 and 4.02, any amounts collected by the
Servicers or the Master Servicer, under any insurance policies (other than
amounts to be applied to the restoration or repair of the property subject to
the related Mortgage or released to the Mortgagor in accordance with the
applicable Servicing Agreement) shall be deposited into the Master Servicer
Collection Account, subject to withdrawal pursuant to Sections 4.02 and 4.03 in
accordance with the terms and conditions of the related Servicing Agreement. Any
cost incurred by the Master Servicer or any Servicer in maintaining any such
insurance if the Mortgagor defaults in its obligation to do so shall be added to
the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so
permit; provided, however, that the addition of any such cost shall not be taken
into account for purposes of calculating the distributions to be made to
Certificateholders and shall be recoverable by the Master Servicer or such
Servicer pursuant to Sections 4.02 and 4.03.

     Section 3.10 Presentment of Claims and Collection of Proceeds. The Master
Servicer shall (to the extent provided in the applicable Servicing Agreement)
cause the related Servicer to, prepare and present on behalf of the Trustee and
the Certificateholders all claims under the Insurance Policies and take such
actions (including the negotiation, settlement, compromise or enforcement of the
insured's claim) as shall be necessary to realize recovery under such policies.
Any proceeds disbursed to the Master Servicer (or disbursed to a Servicer and
remitted to the Master Servicer) in respect of such policies, bonds or contracts
shall be promptly deposited in the Master Servicer Collection Account upon
receipt, except that any amounts realized that are to be applied to the repair
or restoration of the related Mortgaged Property as a condition precedent to the
presentation of claims on the related Mortgage Loan to the insurer under any
applicable Insurance Policy need not be so deposited (or remitted).

     Section 3.11 Maintenance of the Primary Mortgage Insurance Policies.

     (a) The Master Servicer shall not take, or permit any Servicer (to the
extent such action is prohibited under the applicable Servicing Agreement) to
take, any action that would result in noncoverage under any applicable Primary
Mortgage Insurance Policy of any loss which, but for the actions of such Master
Servicer or Servicer, would have been covered thereunder. The Master Servicer
shall use its best reasonable efforts to cause each Servicer (to


                                      -54-

<PAGE>

the extent required under the related Servicing Agreement) to keep in force and
effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain
such insurance), primary mortgage insurance applicable to each Mortgage Loan in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. The Master Servicer shall not, and shall not permit
any Servicer (to the extent required under the related Servicing Agreement) to,
cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in
effect at the date of the initial issuance of the Mortgage Note and is required
to be kept in force hereunder except in accordance with the provisions of this
Agreement and the related Servicing Agreement, as applicable.

     (b) The Master Servicer agrees to present, or to cause each Servicer (to
the extent required under the related Servicing Agreement) to present, on behalf
of the Trustee and the Certificateholders, claims to the insurer under any
Primary Mortgage Insurance Policies and, in this regard, to take such reasonable
action as shall be necessary to permit recovery under any Primary Mortgage
Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 4.01
and 4.02, any amounts collected by the Master Servicer or any Servicer under any
Primary Mortgage Insurance Policies shall be deposited in the Master Servicer
Collection Account, subject to withdrawal pursuant to Section 4.03.

     Section 3.12 Trustee to Retain Possession of Certain Insurance Policies and
Documents. The Trustee or the Custodian shall retain possession and custody of
the originals (to the extent available) of any Primary Mortgage Insurance
Policies, or certificate of insurance if applicable, and any certificates of
renewal as to the foregoing as may be issued from time to time as contemplated
by this Agreement. Until all amounts distributable in respect of the
Certificates have been distributed in full and the Master Servicer otherwise has
fulfilled its obligations under this Agreement, the Trustee or its Custodian
shall also retain possession and custody of each Mortgage File in accordance
with and subject to the terms and conditions of this Agreement. The Master
Servicer shall promptly deliver or cause to be delivered to the Trustee or the
Custodian upon the execution or receipt thereof the originals of any Primary
Mortgage Insurance Policies, any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that come
into the possession of the Master Servicer from time to time.

     Section 3.13 Realization Upon Defaulted Mortgage Loans. The Master Servicer
shall cause each Servicer (to the extent required under the related Servicing
Agreement) to foreclose upon, repossess or otherwise comparably convert the
ownership of Mortgaged Properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments, all in accordance with the terms and
conditions of the applicable Servicing Agreement.

     Section 3.14 Compensation for the Master Servicer. The Master Servicer will
be entitled to all income and gain realized from any investment of funds in the
Master Servicer Collection Account, pursuant to Article IV, for the performance
of its activities hereunder. Servicing compensation in the form of assumption
fees, if any, late payment charges, as collected, if any, or otherwise (but not
including any prepayment premium or penalty) shall be retained by the applicable
Servicer and shall not be deposited in the Protected Account. The Master
Servicer shall be required to pay all expenses incurred by it in connection with
its


                                      -55-

<PAGE>

activities hereunder and shall not be entitled to reimbursement therefor except
as provided in this Agreement.

     Section 3.15 REO Property.

     (a) In the event the Issuing Entity acquires ownership of any REO Property
in respect of any related Mortgage Loan, the deed or certificate of sale shall
be issued to the Trustee, or to its nominee, on behalf of the related
Certificateholders. The Master Servicer shall, to the extent provided in the
applicable Servicing Agreement, cause the applicable Servicer to sell, any REO
Property as expeditiously as possible and in accordance with the provisions of
this Agreement and the related Servicing Agreement, as applicable. Pursuant to
its efforts to sell such REO Property, the Master Servicer shall cause the
applicable Servicer to protect and conserve, such REO Property in the manner and
to the extent required by the applicable Servicing Agreement, in accordance with
the REMIC Provisions and in a manner that does not result in a tax on "net
income from foreclosure property" or cause such REO Property to fail to qualify
as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code.

     (b) The Master Servicer shall, to the extent required by the related
Servicing Agreement, cause the applicable Servicer to deposit all funds
collected and received in connection with the operation of any REO Property in
the Protected Account.

     (c) The Master Servicer and the applicable Servicer, upon the final
disposition of any REO Property, shall be entitled to reimbursement for any
related unreimbursed Monthly Advances and other unreimbursed advances as well as
any unpaid Servicing Fees from Liquidation Proceeds received in connection with
the final disposition of such REO Property; provided, that any such unreimbursed
Monthly Advances as well as any unpaid Servicing Fees may be reimbursed or paid,
as the case may be, prior to final disposition, out of any net rental income or
other net amounts derived from such REO Property.

     (d) To the extent provided in the related Servicing Agreement, the
Liquidation Proceeds from the final disposition of the REO Property, net of any
payment to the Master Servicer and the applicable Servicer as provided above
shall be deposited in the Protected Account on or prior to the Determination
Date in the month following receipt thereof and be remitted by wire transfer in
immediately available funds to the Master Servicer for deposit into the related
Master Servicer Collection Account on the next succeeding Servicer Remittance
Date.

     Section 3.16 Annual Statement as to Compliance.

     Not later than March 1 of each calendar year (other than the calendar year
during which the Closing Date occurs), each Servicer shall deliver (or otherwise
make available) and each Servicer shall cause any Servicing Function Participant
engaged by it to deliver to the Master Servicer, the Securities Administrator
and the Depositor, an Officer's Certificate in the form attached hereto as
Exhibit P stating, as to each signatory thereof, that (i) a review of the
activities of such signatory during the preceding calendar year, or portion
thereof, and of the performance of such signatory under the related Servicing
Agreement or such other applicable agreement in the case of a Servicing Function
Participant has been made under such officer's supervision, and


                                      -56-

<PAGE>

(ii) to the best of such officer's knowledge, based on such review, such
signatory has fulfilled all its obligations under this Agreement, the related
Servicing Agreement or such other applicable agreement in all material respects
throughout such year or a portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof.

     The Master Servicer and the Securities Administrator shall deliver (or
otherwise make available) (and the Trustee, the Master Servicer and Securities
Administrator shall cause any Servicing Function Participant engaged by it to
deliver) to the Depositor and the Securities Administrator on or before March 1
(with a ten-calendar day cure period) of each year, commencing in March 2008, an
Officer's Certificate stating, as to the signer thereof, that (A) a review of
such party's activities during the preceding calendar year or portion thereof
and of such party's performance under this Agreement, or such other applicable
agreement in the case of a Servicing Function Participant, has been made under
such officer's supervision and (B) to the best of such officer's knowledge,
based on such review, such party has fulfilled all its obligations under this
Agreement, or such other applicable agreement in the case of a Servicing
Function Participant, in all material respects throughout such year or portion
thereof, or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the
nature and status thereof.

     The Master Servicer shall include all annual statements of compliance
received by it from each Servicer with its own annual statement of compliance to
be submitted to the Securities Administrator pursuant to this Section. For the
avoidance of doubt, the Master Servicer and the Securities Administrator may
satisfy the requirements of this Section 3.16 and Section 3.16 of the Stack I
Agreement by each delivering a single annual statement of compliance containing
all of the information required pursuant to this Section 3.16 and Section 3.16
of the Stack I Agreement.

     In the event the Master Servicer, the Securities Administrator or any
Servicing Function Participant engaged by any such party or the Trustee is
terminated, assigns its rights and obligations under or resigns pursuant to the
terms of this Agreement, or such other applicable agreement in the case of a
Servicing Function Participant, as the case may be, such party shall provide, an
annual statement of compliance pursuant to this Section 3.16 or to such
applicable agreement, as the case may be, notwithstanding any such termination,
assignment or resignation.

     Section 3.17 Reports on Assessment of Compliance and Attestation.

     (a) Not later than March 1 of each calendar year (other than the calendar
year during which the Closing Date occurs) each Servicer at its own expense,
shall furnish, and shall cause any Servicing Function Participant engaged by it
to furnish (unless in the case of a Subcontractor, such Servicer has notified
the Depositor and the Master Servicer in writing that such compliance statement
is not required for the Subcontractor) to the Master Servicer, the Securities
Administrator and the Depositor an officer's assessment of its compliance with
the Relevant Servicing Criteria during the preceding calendar year as required
by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB
(the "Assessment of Compliance"), which assessment shall contain (A) a statement
by such party of its responsibility for assessing compliance with the Relevant
Servicing Criteria, (B) a statement that such party


                                      -57-

<PAGE>

used the Relevant Servicing Criteria to assess compliance with the Relevant
Servicing Criteria, (C) such party's assessment of compliance with the Relevant
Servicing Criteria as of and for the fiscal year covered by the Form 10-K
required to be filed pursuant to Section 3.18, including, if there has been any
material instance of noncompliance with the Relevant Servicing Criteria, a
discussion of each such failure and the nature and status thereof, which
assessment shall be based on the activities it performs with respect to
asset-backed securities transactions taken as a whole involving such party that
are backed by the same asset type as the Mortgage Loans, and (D) a statement
that a registered public accounting firm has issued an attestation report on
such party's assessment of compliance with the Relevant Servicing Criteria as of
and for such period.

     By March 1 (with a ten-calendar day cure period) of each year, commencing
in March 2008, the Master Servicer, the Securities Administrator and the
Custodian each at its own expense, shall furnish or otherwise make available,
and each such party and the Trustee shall cause any Servicing Function
Participant engaged by it to furnish, each at its own expense, to the Securities
Administrator and the Depositor, a report on an assessment of compliance with
the Relevant Servicing Criteria that contains (A) a statement by such party of
its responsibility for assessing compliance with the Relevant Servicing
Criteria, (B) a statement that such party used the Relevant Servicing Criteria
to assess compliance with the Relevant Servicing Criteria, (C) such party's
assessment of compliance with the Relevant Servicing Criteria as of and for the
fiscal year covered by the Form 10-K required to be filed pursuant to Sections
3.18(h), (i), (j) and (k), including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such
failure and the nature and status thereof, and (D) a statement that a registered
public accounting firm has issued an attestation report on such party's
assessment of compliance with the Relevant Servicing Criteria as of and for such
period.

     No later than the end of each fiscal year for the Issuing Entity for which
a 10-K is required to be filed, the Master Servicer, the Custodian and the
Trustee shall each forward to the Securities Administrator and the Depositor the
name of each Servicing Function Participant engaged by it and what Relevant
Servicing Criteria will be addressed in the report on assessment of compliance
prepared by such Servicing Function Participant (provided, however, that the
Master Servicer need not provide such information to the Securities
Administrator so long as the Master Servicer and the Securities Administrator
are the same Person). When the Master Servicer, and the Securities Administrator
(or any Servicing Function Participant engaged by them or the Trustee) submit
their assessments to the Securities Administrator, such parties will also at
such time include the assessment and attestation pursuant to this Section 3.17
of each Servicing Function Participant engaged by it.

     Promptly after receipt of each report on assessment of compliance, (i) the
Depositor shall review each such report and, if applicable, consult with such
Servicer, the Master Servicer, the Securities Administrator and any Servicing
Function Participant engaged by any such party as to the nature of any material
instance of noncompliance with the Relevant Servicing Criteria by such Servicer
by each such party, and (ii) the Securities Administrator shall confirm that the
assessments individually address the Relevant Servicing Criteria for each party
as set forth on Exhibit K or any similar exhibit set forth in each Servicing
Agreement in respect of each Servicer and notify the Depositor of any
exceptions.


                                      -58-

<PAGE>

     The Master Servicer shall include all annual reports on assessment of
compliance received by it from the Servicers with its own assessment of
compliance to be submitted to the Securities Administrator pursuant to this
Section. For the avoidance of doubt, the Master Servicer and the Securities
Administrator may satisfy the requirements of this Section 3.17 and Section 3.17
of the Stack I Agreement relating to reports on assessment of compliance by each
delivering a single annual report on assessment of compliance containing all of
the information required pursuant to Section 3.17 of the Stack I Agreement
relating to reports on assessment of compliance.

     In the event the Master Servicer, the Securities Administrator or any
Servicing Function Participant engaged by any such party or the Trustee is
terminated, assigns its rights and obligations under or resigns pursuant to the
terms of this Agreement, or any other applicable agreement, as the case may be,
such party shall provide, an assessment of compliance pursuant to this Section
3.17, coupled with an attestation as required in this Section 3.17, or such
applicable agreement notwithstanding any such termination, assignment or
resignation.

     (b) Not later than March 1 of each calendar year (other than the calendar
year during which the Closing Date occurs) each Servicer at its own expense,
shall cause, and shall cause any Servicing Function Participant engaged by it to
cause (unless in the case of a Subcontractor, such Servicer has notified the
Depositor and the Master Servicer in writing that such report is not required
for the Subcontractor) a nationally or regionally recognized firm of independent
registered public accountants (who may also render other services to such
Servicer, the Master Servicer or any affiliate thereof) which is a member of the
American Institute of Certified Public Accountants to furnish a report (the
"Accountant's Attestation") to the Master Servicer, the Securities Administrator
and the Depositor to the effect that (i) it has obtained a representation
regarding certain matters from the management of such party, which includes an
assertion that such party has complied with the Relevant Servicing Criteria, and
(ii) on the basis of an examination conducted by such firm in accordance with
standards for attestation engagements issued or adopted by the Public Company
Accounting Oversight Board, it is expressing an opinion as to whether such
party's compliance with the Relevant Servicing Criteria was fairly stated in all
material respects, or it cannot express an overall opinion regarding such
party's assessment of compliance with the Relevant Servicing Criteria. In the
event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an
opinion. Such report must be available for general use and not contain
restricted use language. Such Accountant's Attestation shall be in accordance
with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and
the Exchange Act.

     By March 1 (with a ten-calendar day cure period) of each year, commencing
in March 2008, the Master Servicer, the Securities Administrator and the
Custodian, each at its own expense, shall cause, and each such party and the
Trustee shall cause any Servicing Function Participant engaged by it to cause,
each at its own expense, a registered public accounting firm (which may also
render other services to the Master Servicer, the Trustee, the Securities
Administrator, or such other Servicing Function Participants, as the case may
be) and that is a member of the American Institute of Certified Public
Accountants to furnish an attestation report to the Securities Administrator and
the Depositor, to the effect that (i) it has obtained a representation regarding
certain matters from the management of such party, which includes an assertion
that such party has complied with the Relevant Servicing Criteria, and (ii) on
the basis


                                      -59-

<PAGE>

of an examination conducted by such firm in accordance with standards for
attestation engagements issued or adopted by the Public Company Accounting
Oversight Board, it is expressing an opinion as to whether such party's
compliance with the Relevant Servicing Criteria was fairly stated in all
material respects, or it cannot express an overall opinion regarding such
party's assessment of compliance with the Relevant Servicing Criteria. In the
event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an
opinion. Such report must be available for general use and not contain
restricted use language.

     (c) Promptly after receipt of each assessment of compliance and attestation
report, the Securities Administrator shall confirm that each assessment
submitted pursuant to Section 3.17(a) is coupled with an attestation meeting the
requirements of Section 3.17(b) and notify the Depositor of any exceptions.

     The Master Servicer shall include each such attestation furnished to it by
the Servicers with its own attestation to be submitted to the Securities
Administrator pursuant to this Section. For the avoidance of doubt, the Master
Servicer and the Securities Administrator may satisfy the requirements of this
Section 3.17 and Section 3.17 of the Stack I Agreement relating to attestations
by each delivering a single attestation containing all of the information
required pursuant to this Section 3.17 and Section 3.17 of the Stack I Agreement
relating to attestations.

     In the event the Master Servicer, the Securities Administrator, the
Custodian, any Servicer or any Servicing Function Participant engaged by any
such party, is terminated, assigns its rights and duties under, or resigns
pursuant to the terms of, this Agreement, or any applicable Custodial Agreement,
Servicing Agreement or sub-servicing agreement, as the case may be, such party
shall cause a registered public accounting firm to provide an attestation
pursuant to this Section 3.17, or such other applicable agreement,
notwithstanding any such termination, assignment or resignation.

     Section 3.18 Periodic Filings.

     (a) Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if
requested by the Depositor, the Securities Administrator shall prepare and file
on behalf of the Issuing Entity a Form 8-K, as required by the Exchange Act,
provided that the Depositor shall file the initial Form 8-K in connection with
the issuance of the Certificates. Any disclosure or information related to a
Reportable Event or that is otherwise required to be included on Form 8-K (other
than the initial Form 8-K) ("Form 8-K Disclosure Information") shall be reported
by the parties set forth on Exhibit Q-3 to the Depositor and the Securities
Administrator and directed and approved by the Depositor, and the Securities
Administrator will have no duty or liability for any failure hereunder to
determine or prepare any Form 8-K Disclosure Information or any Form 8-K except
as set forth in the next paragraph.

     (b) For so long as the Issuing Entity is subject to the reporting
requirements of the Exchange Act, following the occurrence of a Reportable Event
(A) each party listed on Exhibit Q-3 hereto shall use commercially reasonable
best efforts to provide immediate notice to the Master Servicer, the Securities
Administrator and the Depositor, by fax and by phone or by e-


                                      -60-

<PAGE>

mail and by phone, (B) each such party shall be required to provide to the
Securities Administrator and the Depositor, to the extent known, in
EDGAR-compatible format or in such other format as agreed upon by the Securities
Administrator and such party, the form and substance of any Form 8-K Disclosure
Information if applicable, together with the form set forth on Exhibit O (the
"Additional Disclosure Notification") by the close of business New York City
time on the 2nd Business Day following the occurrence of such Reportable Event
and (C) the Depositor, shall approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Form 8-K Disclosure Information on Form
8-K. The Securities Administrator has no duty under this Agreement to monitor or
enforce the performance by the parties listed on Exhibit Q-3 of their duties
under this paragraph or proactively solicit or procure from such parties any
Form 8-K Disclosure Information. The Depositor will be responsible for any
reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Form 8-K Disclosure Information
on Form 8-K pursuant to this paragraph.

     (c) After preparing the Form 8-K, the Securities Administrator shall, upon
request, forward electronically a copy of the Form 8-K to the Depositor.
Promptly, but no later than the close of business on the third Business Day
after the Reportable Event, the Depositor shall notify the Securities
Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Form 8-K. In the absence of receipt of any written
changes or approval, or if the Depositor does not request a copy of a Form 8-K,
the Securities Administrator shall be entitled to assume that such Form 8-K is
in final form and the Securities Administrator may proceed with the process for
execution and filing of the Form 8-K. A duly authorized representative of the
Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time
or if a previously filed Form 8-K needs to be amended, the Securities
Administrator will follow the procedures set forth in Section 3.18(n).

     (d) Promptly (but no later than one Business Day) after filing with the
Commission, the Securities Administrator will make available on its internet
website a final executed copy of each Form 8-K prepared and filed by the
Securities Administrator. The parties to this Agreement acknowledge that the
performance by the Master Servicer and the Securities Administrator of its
duties under this Section 3.18 related to the timely preparation, execution and
filing of Form 8-K is contingent upon the other parties hereto strictly
observing all applicable deadlines in the performance of their duties under this
Section 3.18. The Depositor acknowledges that the performance by the Master
Servicer and the Securities Administrator of its duties under this Section 3.18
related to the timely preparation, execution and filing of Form 8-K is also
contingent upon the Servicers, the Custodian and any Servicing Function
Participant strictly observing deadlines no later than those set forth in this
paragraph that are applicable to the parties to this Agreement in the delivery
to the Securities Administrator of any necessary Form 8-K Disclosure Information
pursuant to the related Servicing Agreements, the Custodial Agreement or any
other applicable agreement. Neither the Master Servicer nor the Securities
Administrator shall have any liability for any loss, expense, damage or claim
arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 8-K, where such failure results from the Securities
Administrator's inability or failure to obtain or receive, on a timely basis,
any information from any other party hereto or any Servicer, Custodian or
Servicing Function Participant needed to prepare, arrange for execution or file
such Form 8-K.


                                      -61-

<PAGE>

     (e) Within fifteen (15) days after each Distribution Date (subject to
permitted extensions under the Exchange Act), the Securities Administrator
shall, on behalf of the Issuing Entity and in accordance with industry
standards, prepare and file with the Commission via the Electronic Data
Gathering and Retrieval System (EDGAR), a Form 10-D with a copy of the Monthly
Statement for such Distribution Date as an exhibit thereto. Any disclosure in
addition to the Monthly Statement that is required to be included on Form 10-D
("Additional Form 10-D Disclosure") shall be reported by the parties set forth
on Exhibit Q-1 to the Depositor and the Securities Administrator and directed
and approved by the Depositor pursuant to the following paragraph, and the
Securities Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-D Disclosure except as
set forth in the next paragraph.

     (f) As set forth in Exhibit Q-1 hereto, for so long as the Issuing Entity
is subject to the reporting requirements of the Exchange Act, within five (5)
calendar days after the related Distribution Date (i) each party listed on
Exhibit Q-1 hereto shall be required to provide to the Depositor and the
Securities Administrator, to the extent known, in EDGAR-compatible format or in
such other format as agreed upon by the Securities Administrator and such party,
the form and substance of any Additional Form 10-D Disclosure if applicable
together with an Additional Disclosure Notification, and (ii) the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Securities
Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit Q-1 of their duties under this
paragraph or proactively solicit or procure from such parties any Additional
Form 10-D Disclosure Information. The Depositor will be responsible for any
reasonable fees and expenses incurred by the Securities Administrator in
connection with including any Additional Form 10-D Disclosure on Form 10-D
pursuant to this paragraph.

     (g) After preparing the Form 10-D, the Securities Administrator shall, upon
request, forward electronically a copy of the Form 10-D to the Depositor
(provided that such Form 10-D includes any Additional Form 10-D Disclosure).
Within two Business Days after receipt of such copy, but no later than the 12th
calendar day after the Distribution Date, the Depositor shall notify the
Securities Administrator in writing (which may be furnished electronically) of
any changes to or approval of such Form 10-D. In the absence of receipt of any
written changes or approval, or if the Depositor does not request a copy of a
Form 10-D, the Securities Administrator shall be entitled to assume that such
Form 10-D is in final form and the Securities Administrator may proceed with the
process for execution and filing of the Form 10-D. A duly authorized
representative of the Master Servicer shall sign each Form 10-D. If a Form 10-D
cannot be filed on time or if a previously filed Form 10-D needs to be amended,
the Securities Administrator will follow the procedures set forth in Section
3.18(n). Promptly (but not later than one Business Day) after filing with the
Commission, the Securities Administrator will make available on its internet
website a final executed copy of each Form 10-D prepared and filed by the
Securities Administrator. Form 10-D requires the registrant to indicate (by
checking "yes" or "no") that it "(1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days." The
Depositor hereby represents to the Securities Administrator that the Depositor
has filed all such required reports during the preceding 12 months and that it
has been subject to such filing


                                      -62-

<PAGE>

requirement for the past 90 days. The Depositor shall notify the Securities
Administrator in writing, no later than the fifth calendar day after the related
Distribution Date with respect to the filing of a report on Form 10-D, if the
answer to the questions should be "no." The Securities Administrator shall be
entitled to rely on such representations in preparing, executing and/or filing
any such Form 10-D. The parties to this Agreement acknowledge that the
performance by the Master Servicer and the Securities Administrator of its
respective duties under this Section 3.18 related to the timely preparation,
execution and filing of Form 10-D is contingent upon the other parties hereto
strictly observing all applicable deadlines in the performance of their duties
under this Section 3.18. The Depositor acknowledges that the performance by the
Master Servicer and the Securities Administrator of its duties under this
Section 3.18 related to the timely preparation, execution and filing of Form
10-D is also contingent upon the Servicers, the Custodian and any Servicing
Function Participant strictly observing deadlines no later than those set forth
in this paragraph that are applicable to the parties to this Agreement in the
delivery to the Securities Administrator of any necessary Additional Form 10-D
Disclosure pursuant to the related Servicing Agreements, the Custodial Agreement
or any other applicable agreement. Neither the Master Servicer nor the
Securities Administrator will have any liability for any loss, expense, damage
or claim arising out of or with respect to any failure to properly prepare,
execute and/or timely file such Form 10-D resulting from the Securities
Administrator's inability or failure to obtain or receive any information needed
to prepare, arrange for execution or file such Form 10-D on a timely basis.

     (h) On or prior to the 90th calendar day after the end of the fiscal year
for the Issuing Entity or such earlier date as may be required by the Exchange
Act (the "10-K Filing Deadline") (it being understood that the fiscal year for
the Issuing Entity ends on December 31st of each year) commencing in March 2008,
the Securities Administrator shall, on behalf of the Issuing Entity and in
accordance with industry standards, prepare and file with the Commission via
EDGAR a Form 10-K with respect to the Issuing Entity. Such Form 10-K shall
include the following items, in each case, as applicable, to the extent they
have been delivered to the Securities Administrator within the applicable time
frames set forth in this Agreement, the related Servicing Agreements and
Custodial Agreement: (i) an annual compliance statement for the Master Servicer,
each Servicer, the Securities Administrator and any Servicing Function
Participant engaged by any such party or the Trustee (together with the
Custodian, each a "Reporting Servicer"), as described in Section 3.16 of this
Agreement, the related Servicing Agreement and the Custodial Agreement;
provided, however, that the Securities Administrator, at its discretion, may
omit from the Form 10-K any annual compliance statement that is not required to
be filed with such Form 10-K pursuant to Regulation AB; (ii)(A) the annual
reports on assessment of compliance with Servicing Criteria for each Reporting
Servicer (unless the Depositor has determined that such compliance statement is
not required by Regulation AB), as described in Section 3.17 of this Agreement,
the related Servicing Agreement and the Custodial Agreement, and (B) if any
Reporting Servicer's report on assessment of compliance with Servicing Criteria
described in Section 3.17 identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any Reporting
Servicer's report on assessment of compliance with Servicing Criteria described
in Section 3.17 of this Agreement is not included as an exhibit to such Form
10-K, disclosure that such report is not included and an explanation why such
report is not included; provided, however, that the Securities Administrator, at
its discretion, may omit from the Form 10-K any assessment of compliance or
attestation report described in clause (iii) below that is not required to be
filed with such Form


                                      -63-

<PAGE>

10-K pursuant to Regulation AB; (iii)(A) the registered public accounting firm
attestation report for each Reporting Servicer, as described in Section 3.17 of
this Agreement, the related Servicing Agreement and the Custodial Agreement, and
(B) if any registered public accounting firm attestation report described under
Section 3.17 of this Agreement identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or if any
such registered public accounting firm attestation report is not included as an
exhibit to such Form 10-K, disclosure that such report is not included and an
explanation why such report is not included, and (iv) a Sarbanes-Oxley
Certification in the form attached hereto as Exhibit L, executed by the senior
officer in charge of securitizations of the Master Servicer. Any disclosure or
information in addition to (i) through (iv) above that is required to be
included on Form 10-K ("Additional Form 10-K Disclosure") shall be reported by
the parties as set forth in Exhibit Q-2 to the Depositor and the Securities
Administrator and directed and approved by the Depositor pursuant to the
following paragraph and the Securities Administrator will have no duty or
liability for any failure hereunder to determine or prepare any Additional Form
10-K Disclosure except or set forth in the next paragraph.

     (i) As set forth in Exhibit Q-2 hereto, no later than March 1 (with a ten
calendar day cure period) of each year that the Issuing Entity is subject to the
Exchange Act reporting requirements, commencing in March 2008, (i) the parties
listed on Exhibit Q-2 hereto shall be required to provide to the Depositor and
the Securities Administrator, to the extent known, in EDGAR-compatible format or
in such other format as agreed upon by the Securities Administrator and such
party, the form and substance of any Additional Form 10-K Disclosure, if
applicable together with an Additional Disclosure Notification, and (ii) the
Depositor will approve, as to form and substance, or disapprove, as the case may
be, the inclusion of the Additional Form 10-K Disclosure and shall forward such
Additional Form 10-K Disclosure. The Securities Administrator has no duty under
this Agreement to monitor or enforce the performance by the parties listed on
Exhibit Q-2 of their duties under this paragraph or proactively solicit or
procure from such parties any Additional Form 10-K Disclosure Information. The
Depositor will be responsible for any reasonable fees and expenses incurred by
the Securities Administrator in connection with including any Additional Form
10-K Disclosure on Form 10-K pursuant to this paragraph.

     (j) After preparing the Form 10-K, the Securities Administrator shall, upon
request, forward electronically a copy of the Form 10-K to the Depositor. Within
three Business Days after receipt of such copy, but no later than March 25th,
the Depositor shall notify the Securities Administrator in writing (which may be
furnished electronically) of any changes to or approval of such Form 10-K. In
the absence of receipt of any written changes or approval, or if the Depositor
does not request a copy of a Form 10-K, the Securities Administrator shall be
entitled to assume that such Form 10-K is in final form and the Securities
Administrator may proceed with the process for execution and filing of the Form
10-K. A senior officer of the Master Servicer in charge of the master servicing
function shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if
a previously filed Form 10-K needs to be amended, the Securities Administrator
will follow the procedures set forth in Section 3.18(n). Promptly (but no later
than one Business Day) after filing with the Commission, the Securities
Administrator will make available on its internet website a final executed copy
of each Form 10-K prepared and filed by the Securities Administrator. Form 10-K
requires the registrant to indicate (by checking "yes" or "no") that it "(1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange


                                      -64-

<PAGE>

Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days." The Depositor hereby represents to
the Securities Administrator that the Depositor has filed all such required
reports during the preceding 12 months and that it has been subject to such
filing requirement for the past 90 days. The Depositor shall notify the
Securities Administrator in writing, no later than the 15th calendar day of
March in any year in which the Trust is subject to the reporting requirements of
the Exchange Act, if the answer to the questions should be "no." The Securities
Administrator shall be entitled to rely on such representations in preparing,
executing and/or filing any such Form 10-D. The parties to this Agreement
acknowledge that the performance by the Master Servicer and the Securities
Administrator of its duties under this Section 3.18 related to the timely
preparation, execution and filing of Form 10-K is contingent upon such parties
(and any Servicing Function Participant) strictly observing all applicable
deadlines in the performance of their duties under this Section 3.18, Section
3.16 and Section 3.17. The Depositor acknowledges that the performance by the
Master Servicer and the Securities Administrator of its duties under this
Section 3.18 related to the timely preparation, execution and filing of Form
10-K is also contingent upon the Servicers, the Custodian and any Servicing
Function Participant strictly observing deadlines no later than those set forth
in this paragraph that are applicable to the parties to this Agreement in the
delivery to the Securities Administrator of any necessary Additional Form 10-K
Disclosure, any annual statement of compliance and any assessment of compliance
and attestation pursuant to the related Servicing Agreement, the Custodial
Agreement or any other applicable agreement. Neither the Master Servicer nor the
Securities Administrator shall have any liability for any loss, expense, damage
or claim arising out of or with respect to any failure to properly prepare,
execute and/or timely file such Form 10-K resulting from the Securities
Administrator's inability or failure to obtain or receive any information from
any other party hereto or any Servicer, Custodian or Servicing Function
Participant needed to prepare, execute or file such Form 10-K.

     (k) Each Form 10-K shall include a Sarbanes-Oxley Certification, which
shall be in the form attached hereto as Exhibit L. Each Servicer shall sign and
provide, and each of the Servicers, the Master Servicer and the Securities
Administrator shall cause any Servicing Function Participant engaged by it to
sign and provide, to the person who signs the Sarbanes-Oxley Certification (the
"Certifying Person") by March 1 (with a ten day cure period) of each year in
which the Issuing Entity is subject to the reporting requirements of the
Exchange Act and otherwise within a reasonable period of time upon request, a
certification (a "Back-Up Certification") (in the form attached hereto as
Exhibit M) upon which the Certifying Person, the entity for which the Certifying
Person acts as an officer and such entity's officers, directors and affiliates
(collectively, with the Certifying Person, the "Certification Parties") can
reasonably rely. The senior officer of the Master Servicer in charge of the
master servicing function shall serve as the Certifying Person on behalf of the
Issuing Entity. Such officer of the Certifying Person can be contacted by e-mail
at cts.sec.notifications@wellsfargo.com or by facsimile at 410-715-2380. In the
event any such party or Servicing Function Participant engaged by any such party
is terminated or resigns pursuant to the terms of this Agreement, or any other
applicable agreement, as the case may be, such party shall provide a Back-Up
Certification to the Master Servicer pursuant to this Section 3.18 with respect
to the period of time it was subject to this Agreement or any other applicable
agreement, as the case may be. Notwithstanding the foregoing, (i) the Master
Servicer and the Securities Administrator shall not be required to deliver a
Back-Up Certification to each other if both are the same Person and the Master
Servicer


                                      -65-

<PAGE>

is the Certifying Person and (ii) the Master Servicer shall not be obligated to
sign the Sarbanes-Oxley Certification in the event that it does not receive any
Back-Up Certification required to be furnished to it pursuant to this section or
any Servicing Agreement or Custodial Agreement.

     (l) The Securities Administrator shall have no responsibility to file any
items with the Commission other than those specified in this section and the
Master Servicer shall execute any and all Form 10-Ds, 8-Ks and 10-Ks required
hereunder.

     (m) On or prior to January 30 of the first year in which the Securities
Administrator is able to do so under applicable law, the Securities
Administrator shall prepare and file a Form 15 Suspension Notification relating
to the automatic suspension of reporting in respect of the Issuing Entity under
the Exchange Act.

     (n) In the event that the Securities Administrator is unable to timely file
with the Commission all or any required portion of any Form 8-K, 10-D or 10-K
required to be filed by this Agreement because required disclosure information
was either not delivered to it or delivered to it after the delivery deadlines
set forth in this Agreement or for any other reason, the Securities
Administrator will promptly notify electronically the Depositor of such
inability to make a timely filing with the Commission. In the case of Form 10-D
and 10-K, the parties to this Agreement will cooperate to prepare and file a
Form 12b-25 and a 10-D/A and 10K/A, as applicable, pursuant to Rule 12b-25 of
the Exchange Act. In the case of Form 8-K, the Securities Administrator will,
upon receipt of all required Form 8-K Disclosure Information and upon the
approval and direction of the Depositor, include such disclosure information on
the next succeeding Form 10-D to be filed for the Issuing Entity. In the event
that any previously filed Form 8-K, 10-D or 10-K needs to be amended, in
connection with any Additional Form 10-D Disclosure (other than, in the case of
Form 10-D, for the purpose of restating any Monthly Statement), Additional Form
10-K Disclosure or Form 8-K Disclosure Information, the Securities Administrator
will electronically notify the Depositor and such other parties to the
transaction as are affected by such amendment, and such parties will cooperate
to prepare any necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or
any amendment to Form 8-K, 10-D or 10-K shall be signed by duly authorized
representative or a senior officer in charge of master servicing, as applicable,
of the Master Servicer. The parties to this Agreement acknowledge that the
performance by the Master Servicer of its duties under this Section 3.18 related
to the timely preparation, execution and filing of Form 15, a Form 12b-25 or any
amendment to Form 8-K, 10-D or 10-K is contingent upon each such party
performing its duties under this Section. Neither the Master Servicer nor the
Securities Administrator shall have any liability for any loss, expense, damage
or claim arising out of or with respect to any failure to properly prepare,
execute and/or timely file any such Form 15, Form 12b-25 or any amendments to
Forms 8-K, 10-D or 10-K, where such failure results from the Securities
Administrator's inability or failure to receive, on a timely basis, any
information from any other party hereto or any Servicer, any Custodian or any
Servicing Function Participant needed to prepare, arrange for execution or file
such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K.

     (o) The Depositor and the Securities Administrator agree to use their good
faith efforts to cooperate in complying with the requirements of this Section
3.18.


                                      -66-

<PAGE>

     (p) Each of the parties agrees to provide to the Securities Administrator
such additional information related to such party as the Securities
Administrator may reasonably request, including evidence of the authorization of
the person signing any certificate or statement, financial information and
reports, and such other information related to such party or its performance
hereunder.

     (q) Any notice or notification required to be delivered by the Securities
Administrator or Master Servicer to the Depositor pursuant to this Section 3.18,
may be delivered via facsimile to (212) 449-2700, via email to paul_park@ml.com
or telephonically by calling Paul Park at (212) 449-6380.

     (r) For the avoidance of doubt, any filing or deliverables required under
this Section 3.18 and Section 3.18 of the Stack I Agreement may be prepared,
delivered and filed in a consolidated manner. The Master Servicer, the
Securities Administrator and the Depositor may satisfy the requirements of this
Section 3.18 and Section 3.18 of the Stack I Agreement with a single set of
filings and deliverables addressing the requirements of both this Section 3.18
and Section 3.18 of the Stack I Agreement.

     Section 3.19 Compliance with Regulation AB. Each of the parties hereto
acknowledges and agrees that the purpose of Sections 3.16, 3.17 and 3.18 is to
facilitate compliance by the Depositor with the provisions of Regulation AB, as
such may be amended or clarified from time to time. Therefore, each of the
parties agrees that the parties' obligations hereunder will be supplemented and
modified as necessary to be consistent with any such amendments, interpretive
advice or guidance, convention or consensus among active participants in the
asset-backed securities markets, advice of counsel, or otherwise in respect of
the requirements of Regulation AB and the parties shall comply with requests
made by the Depositor for delivery of additional or different information as the
Depositor may determine in good faith is necessary to comply with the provisions
of Regulation AB. Any such supplementation or modification shall be made in
accordance with Section 11.02 without the consent of the Certificateholders, and
may result in a change in the reports filed by the Securities Administrator on
behalf of the Issuing Entity under the Exchange Act.

     Section 3.20 Servicing Rights Owner. At the Servicing Rights Owner's
request, PHH or Wilshire shall resign as Servicer of the PHH Loans or the
Wilshire Loans, as applicable, upon the selection and appointment of a successor
servicer by the Servicing Rights Owner; provided that the Servicing Rights Owner
delivers to the Master Servicer, the Trustee and the Securities Administrator a
letter indicating that such successor servicer designated by the Servicing
Rights Owner meets the eligibility requirements for a successor servicer,
including that such successor servicer is a Qualified Servicer. No appointment
of a successor servicer hereunder shall be effective until the Master Servicer
shall have consented thereto. Upon such appointment, at the date specified in
such letter such successor servicer will become a servicer pursuant to the terms
of a servicing agreement between such successor servicer and the Depositor.


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<PAGE>

                                   ARTICLE IV
                                    ACCOUNTS

     Section 4.01 Protected Accounts.

     (a) The Master Servicer shall enforce the obligation of each Servicer to
establish and maintain a Protected Account in accordance with the applicable
Servicing Agreement, with records to be kept with respect thereto on a Mortgage
Loan by Mortgage Loan basis, into which accounts shall be deposited within two
Business Days (or as of such other time specified in the related Servicing
Agreement) of receipt all collections of principal and interest on any Mortgage
Loan and with respect to any REO Property received by a Servicer, including
Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent
Recoveries and advances made from the Servicer's own funds (less servicing
compensation as permitted by the applicable Servicing Agreement in the case of
the Servicer) and all other amounts to be deposited in the Protected Account.
The Servicer is hereby authorized to make withdrawals from and deposits to the
related Protected Account for purposes required or permitted by this Agreement.
To the extent provided in the related Servicing Agreement, the Protected Account
shall be held in a Designated Depository Institution and segregated on the books
of such institution in the name of the Trustee for the benefit of
Certificateholders.

     (b) To the extent provided in the related Servicing Agreement, amounts on
deposit in a Protected Account may be invested in Permitted Investments in the
name of the Trustee for the benefit of Certificateholders and, except as
provided in the preceding paragraph, not commingled with any other funds, such
Permitted Investments to mature, or to be subject to redemption or withdrawal,
no later than the date on which such funds are required to be withdrawn for
deposit in the Master Servicer Collection Account, and shall be held until
required for such deposit. The income earned from Permitted Investments made
pursuant to this Section 4.01 shall be paid to the related Servicer under the
applicable Servicing Agreement, and the risk of loss of moneys required to be
distributed to the Certificateholders resulting from such investments shall be
borne by and be the risk of the related Servicer, as set forth in the applicable
Servicing Agreement. The related Servicer (to the extent provided in the related
Servicing Agreement) shall deposit the amount of any such loss in the Protected
Account within two Business Days of receipt of notification of such loss but not
later than the second Business Day prior to the Distribution Date on which the
moneys so invested are required to be distributed to the Certificateholders.

     (c) To the extent provided in the related Servicing Agreement and subject
to this Article IV, on or before each Servicer Remittance Date, the related
Servicer shall withdraw or shall cause to be withdrawn from the Protected
Accounts and shall immediately deposit or cause to be deposited in the Master
Servicer Collection Account amounts representing the following collections and
payments (other than with respect to principal of or interest on the Mortgage
Loans due on or before the Cut-off Date) with respect to Loan Group 3:

          (i) Monthly Payments on the Mortgage Loans received or any related
     portion thereof advanced by such Servicer pursuant to the related Servicing
     Agreement which were due on or before the related Due Date, net of the
     amount thereof comprising the Servicing Fees;


                                      -68-

<PAGE>

          (ii) Principal Prepayments in Full and any Liquidation Proceeds
     received by such Servicer with respect to such Mortgage Loans in the
     related Prepayment Period, with interest to the date of prepayment or
     liquidation, net of the amount thereof comprising the Servicing Fees;

          (iii) Curtailments received by such Servicer for such Mortgage Loans
     in the related Prepayment Period; and

          (iv) Any amount to be used as a Monthly Advance.

     (d) Withdrawals by the Master Servicer may be made from an Account only to
make remittances as provided in Section 4.01(c), 4.02 and 4.03; to reimburse the
Master Servicer or a Servicer for Monthly Advances which have been recovered by
subsequent collection from the related Mortgagor; to remove amounts deposited in
error; to remove fees, charges or other such amounts deposited on a temporary
basis; or to clear and terminate the account at the termination of this
Agreement in accordance with Section 10.01. As provided in Sections 4.01(c) and
4.02(b) certain amounts otherwise due to the Servicers may be retained by them
as set forth in the related Servicing Agreements and need not be deposited in
the Master Servicer Collection Account.

     Section 4.02 Master Servicer Collection Account.

     (a) The Master Servicer shall establish and maintain in the name of the
Trustee, for the benefit of the Certificateholders, the Master Servicer
Collection Account as a segregated trust account or accounts. The Master
Servicer Collection Account may be a sub-account of the Distribution Account.
The Master Servicer will deposit in the Master Servicer Collection Account as
identified by the Master Servicer and as received by the Master Servicer, the
following amounts:

          (i) Any amounts withdrawn from a Protected Account or other permitted
     account;

          (ii) Any Monthly Advance and any Compensating Interest Payments;

          (iii) Any Insurance Proceeds, Liquidation Proceeds or Subsequent
     Recoveries received by or on behalf of the Master Servicer or which were
     not deposited in a Protected Account or other permitted account;

          (iv) The repurchase price with respect to any Mortgage Loans
     repurchased and all proceeds of any Mortgage Loans or property acquired in
     connection with the optional termination of the trust;

          (v) Any amounts required to be deposited with respect to losses on
     investments of deposits in an Account; and

          (vi) Any other amounts received by or on behalf of the Master Servicer
     and required to be deposited in the Master Servicer Collection Account
     pursuant to this Agreement.


                                      -69-

<PAGE>

     (b) All amounts deposited to the Master Servicer Collection Account shall
be held by the Master Servicer in the name of the Trustee in trust for the
benefit of the Certificateholders in accordance with the terms and provisions of
this Agreement. The requirements for crediting the Master Servicer Collection
Account or the Distribution Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the foregoing, payments in the
nature of (i) prepayment or late payment charges or assumption, tax service,
statement account or payoff, substitution, satisfaction, release and other like
fees and charges and (ii) the items enumerated in Subsections 4.05(a)(i), (ii),
(iii), (iv), (vi), (vii), (viii), (ix), (xi) and (xii) with respect to the
Securities Administrator, need not be credited by the Master Servicer or the
related Servicer to the Distribution Account or the Master Servicer Collection
Account, as applicable. In the event that the Master Servicer shall deposit or
cause to be deposited to the Distribution Account any amount not required to be
credited thereto, the Securities Administrator, upon receipt of a written
request therefor signed by a Servicing Officer of the Master Servicer, shall
promptly transfer such amount to the Master Servicer from the Distribution
Account, any provision herein to the contrary notwithstanding.

     (c) The amount at any time credited to the Master Servicer Collection
Account shall be invested, in the name of the Trustee, or its nominee, for the
benefit of the Certificateholders, in Permitted Investments as directed by
Master Servicer. All Permitted Investments shall mature or be subject to
redemption or withdrawal on or before, and shall be held until, the next
succeeding Distribution Account Deposit Date. Any and all investment earnings on
amounts on deposit in the Master Servicer Collection Account from time to time
shall be for the account of the Master Servicer. The Master Servicer from time
to time shall be permitted to withdraw or receive distribution of any and all
investment earnings from the Master Servicer Collection Account. The risk of
loss of moneys required to be distributed to the Certificateholders resulting
from such investments shall be borne by and be the risk of the Master Servicer.
The Master Servicer shall deposit the amount of any such loss in the Master
Servicer Collection Account within two Business Days of receipt of notification
of such loss but not later than the second Business Day prior to the
Distribution Date on which the moneys so invested are required to be distributed
to the Certificateholders.

     (d) For the avoidance of doubt, it is agreed that the Master Servicer shall
establish and maintain in the name of the Trustee, for the benefit of the
holders of the Stack I Certificates, a separate segregated trust account or
accounts pursuant to Section 4.02 of the Stack I Agreement.


                                      -70-

<PAGE>

     Section 4.03 Permitted Withdrawals and Transfers from the Master Servicer
Collection Account.

     (a) The Master Servicer will, from time to time on demand of the Master
Servicer, the Trustee or the Securities Administrator, make or cause to be made
such withdrawals or transfers from the Master Servicer Collection Account as the
Master Servicer has designated for such transfer or withdrawal pursuant to the
Servicing Agreements. The Master Servicer may clear and terminate the Master
Servicer Collection Account pursuant to Section 10.01 and remove amounts from
time to time deposited in error.

     (b) On an ongoing basis, the Master Servicer shall withdraw from the Master
Servicer Collection Account (i) any expenses recoverable by the Trustee, the
Master Servicer or the Securities Administrator pursuant to this Agreement,
including but not limited to Sections 2.01(b), 3.03, 7.04 and 9.05 and (ii) any
amounts payable to the Master Servicer as set forth in Section 3.14.

     (c) In addition, on or before each Distribution Account Deposit Date, the
Master Servicer shall deposit in the Distribution Account (or remit to the
Securities Administrator for deposit therein) any Monthly Advances required to
be made by the Master Servicer with respect to the Mortgage Loans.

     (d) No later than 3:00 p.m. New York time on each Distribution Account
Deposit Date, the Master Servicer will transfer all Available Funds on deposit
in the Master Servicer Collection Account with respect to the related
Distribution Date to the Securities Administrator for deposit in the
Distribution Account.

     Section 4.04 Distribution Account.

     (a) The Securities Administrator shall establish and maintain in the name
of the Trustee, for the benefit of the Certificateholders, the Distribution
Account as a segregated trust account or accounts.

     (b) All amounts deposited to the Distribution Account shall be held by the
Securities Administrator in the name of the Trustee in trust for the benefit of
the Certificateholders in accordance with the terms and provisions of this
Agreement.

     (c) The Distribution Account shall constitute a trust account of the Trust
Fund segregated on the books of the Securities Administrator and held by the
Securities Administrator in trust in its Corporate Trust Office, and the
Distribution Account and the funds deposited therein shall not be subject to,
and shall be protected to the maximum extent permitted by applicable law from,
all claims, liens, and encumbrances of any creditors or depositors of the
Securities Administrator, the Trustee or the Master Servicer (whether made
directly, or indirectly through a liquidator or receiver of the Securities
Administrator, the Trustee or the Master Servicer). The Distribution Account
shall be an Eligible Account. The amount at any time credited to the
Distribution Account shall be (i) fully insured by the FDIC to the maximum
coverage provided thereby or (ii) invested in the name of the Trustee, in such
Permitted Investments selected by the Master Servicer or deposited in demand
deposits with such depository institutions as selected by the Master Servicer,
provided that time deposits of such


                                      -71-

<PAGE>

depository institutions would be a Permitted Investment. All Permitted
Investments shall mature or be subject to redemption or withdrawal on or before,
and shall be held until, the next succeeding Distribution Date if the obligor
for such Permitted Investment is the Master Servicer or, if such obligor is any
other Person, the Business Day preceding such Distribution Date. All investment
earnings on amounts on deposit in the Distribution Account or benefit from funds
uninvested therein from time to time shall be for the account of the Securities
Administrator. The Securities Administrator shall be permitted to withdraw or
receive distribution of any and all investment earnings from the Distribution
Account on each Distribution Date. If there is any loss on a Permitted
Investment or demand deposit, the Securities Administrator shall deposit such
amount in the Distribution Account. With respect to the Distribution Account and
the funds deposited therein, the Securities Administrator shall take such action
as may be necessary to ensure that the Certificateholders shall be entitled to
the priorities afforded to such a trust account (in addition to a claim against
the estate of the Trust) as provided by 12 U.S.C. Section 92a(e), and applicable
regulations pursuant thereto, if applicable, or any applicable comparable state
statute applicable to state chartered banking corporations.

     (d) For the avoidance of doubt, the Securities Administrator shall
establish and maintain in the name of the Trustee, for the benefit of the
holders of the Stack I Certificates, a separate segregated trust account or
accounts pursuant to Section 4.04 of the Stack I Agreement.

     Section 4.05 Permitted Withdrawals and Transfers from the Distribution
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
Distribution Account as the Master Servicer has designated for such transfer or
withdrawal pursuant to the Servicing Agreements for the following purposes
(limited in the case of amounts due the Master Servicer to those not withdrawn
from the Master Servicer Collection Account in accordance with the terms of this
Agreement):

          (i) to reimburse the Master Servicer or any Servicer for any Monthly
     Advance of its own funds or any advance of such Servicer's own funds, the
     right of the Master Servicer or a Servicer to reimbursement pursuant to
     this subclause (i) being limited to amounts received on a particular
     Mortgage Loan (including, for this purpose, the Purchase 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 or advance was made;

          (ii) to reimburse the Master Servicer or any Servicer from Insurance
     Proceeds or Liquidation Proceeds relating to a particular Mortgage Loan for
     amounts expended by the Master Servicer or such Servicer in good faith as a
     Servicing Advance 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 any 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 such Servicer from Liquidation Proceeds from a particular
     Mortgage Loan for Liquidation Expenses incurred with


                                      -72-

<PAGE>

     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
     (xi) of this Subsection 4.03 (a) to the Master Servicer; and (ii) such
     Liquidation Expenses were not included in the computation of such Excess
     Liquidation Proceeds;

          (iv) to pay the Master Servicer or any Servicer, as appropriate, from
     Liquidation Proceeds or Insurance Proceeds received in connection with the
     liquidation of any Mortgage Loan, the amount which it or such Servicer
     would have been entitled to receive under subclause (ix) of this Subsection
     4.03(a) as servicing compensation on account of each defaulted scheduled
     payment on such Mortgage Loan if paid in a timely manner by the related
     Mortgagor;

          (v) to pay the Master Servicer or any Servicer from the Purchase Price
     for any Mortgage Loan, the amount which it or such Servicer would have been
     entitled to receive under subclause (ix) of this Subsection 4.03 (a) as
     servicing compensation;

          (vi) to reimburse the Master Servicer or any Servicer for advances of
     funds pursuant to Sections, and the right to reimbursement pursuant to this
     subclause being limited to amounts received on the related Mortgage Loan
     (including, for this purpose, the Purchase Price therefor, Insurance
     Proceeds and Liquidation Proceeds) which represent late recoveries of the
     payments for which such advances were made;

          (vii) to reimburse the Master Servicer or any 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 (vi);

          (viii) to pay the Master Servicer as set forth in Section 3.14;

          (ix) to reimburse the Master Servicer for expenses, costs and
     liabilities incurred by and reimbursable to it pursuant to this Agreement,
     including but not limited to Sections 3.03, 7.04(c) and (d);

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

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

          (xii) to reimburse the Trustee or the Securities Administrator for
     expenses, costs and liabilities incurred by or reimbursable to it pursuant
     to this Agreement;

          (xiii) to remove amounts deposited in error; and

          (xiv) to clear and terminate the Distribution Account pursuant to
     Section 9.01.


                                      -73-

<PAGE>

     (b) The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
reimbursement from the Distribution Account pursuant to subclauses (i) through
(vi), inclusive, and (viii) or with respect to any such amounts which would have
been covered by such subclauses had the amounts not been retained by the Master
Servicer without being deposited in the Distribution Account under Section
4.02(b).

     (c) On each Distribution Date, the Securities Administrator shall
distribute the Available Funds for Loan Group 3 to the Holders of the
Certificates in accordance with Section 6.01.

                                    ARTICLE V
                                  CERTIFICATES

     Section 5.01 The Certificates. The Certificates shall be executed by manual
or facsimile signature on behalf of the Securities Administrator by an
authorized officer. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures were affixed, authorized
to sign on behalf of the Securities Administrator shall bind the Issuing Entity,
notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the authentication and delivery of such Certificates or did
not hold such offices at the date of such authentication and delivery. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form set forth as attached hereto executed
by the Securities Administrator by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication. On
the Closing Date, the Securities Administrator shall authenticate the
Certificates to be issued at the written direction of the Depositor, or any
Affiliate thereof.

     Section 5.02 Certificate Register; Registration of Transfer and Exchange of
Certificates.

     (a) The Securities Administrator shall maintain, or cause to be maintained
in accordance with the provisions of Section 5.09 hereof, a Certificate Register
for the Trust Fund in which, subject to the provisions of subsections (b) and
(c) below and to such reasonable regulations as it may prescribe, the Securities
Administrator shall provide for the registration of Certificates and of
Transfers and exchanges of Certificates as herein provided. Upon surrender for
registration of Transfer of any Certificate, the Securities Administrator shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class and of like
aggregate Percentage Interest.

     At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Securities Administrator. Whenever any
Certificates are so surrendered for exchange, the Securities Administrator shall
execute, authenticate and deliver the Certificates that the Certificateholder
making the exchange is entitled to receive. Every Certificate presented or
surrendered for registration of Transfer or exchange shall be accompanied by a
written


                                      -74-

<PAGE>

instrument of Transfer in form satisfactory to the Securities Administrator duly
executed by the holder thereof or his attorney duly authorized in writing.

     No service charge to the Certificateholders shall be made for any
registration of Transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any Transfer or exchange of Certificates may be required. All
Certificates surrendered for registration of Transfer or exchange shall be
canceled and subsequently destroyed by the Securities Administrator in
accordance with such Securities Administrator's customary procedures.

     (b) No Transfer of a Class BV, Class P or Class A-R Certificate shall be
made unless such Transfer is made pursuant to an effective registration
statement under the Securities Act and any applicable state securities laws or
is exempt from the registration requirements under the Securities Act and such
state securities laws. In the event that a Transfer is to be made in reliance
upon an exemption from the Securities Act and such laws, in order to assure
compliance with the Securities Act and such laws, the Certificateholder desiring
to effect such Transfer and such Certificateholder's prospective transferee
shall (except with respect to the initial transfer of a Class BV, Class P or
Class A-R Certificate by Merrill Lynch & Co.) each certify to each Securities
Administrator in writing the facts surrounding the Transfer in substantially the
form set forth in Exhibit F-1 (the "Transferor Representation Letter") and (i)
deliver a letter in substantially the form of either Exhibit F-2 (the "Investor
Representation Letter") or Exhibit F-3 (the "Rule 144A Letter") or (ii) there
shall be delivered to the Securities Administrator an Opinion of Counsel that
such Transfer may be made pursuant to an exemption from the Securities Act,
which Opinion of Counsel shall not be an expense of the Depositor or the
Securities Administrator. The Depositor shall provide to any Holder of a Class
BV, Class P or Class A-R Certificate and any prospective transferee designated
by any such Holder, information regarding the related Certificates and the
Mortgage Loans and such other information as shall be necessary to satisfy the
condition to eligibility set forth in Rule 144A(d)(4) for Transfer of any such
Certificate without registration thereof under the Securities Act pursuant to
the registration exemption provided by Rule 144A. The Securities Administrator
shall cooperate with the Depositor in providing the Rule 144A information
referenced in the preceding sentence, including providing to the Depositor such
information in the possession of the Securities Administrator regarding the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Class BV, Class P or Class A-R Certificate
desiring to effect such Transfer shall, and does hereby agree to, indemnify the
Depositor and the Securities Administrator 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 an ERISA Restricted Certificate or a Class A-R Certificate
will be registered unless the Securities Administrator has received (A) a
representation to the effect that such transferee is not an employee benefit
plan subject to Title I of ERISA, a plan subject to Section 4975 of the Code or
a plan subject to any state, local, federal, non-U.S. or other law substantively
similar to the foregoing provisions of ERISA or the Code ("Similar Law")
(collectively, a "Plan"), and is not directly or indirectly acquiring such
Certificate for, on behalf of, or with any assets of any such Plan, or (B)
solely in the case of an ERISA Restricted Certificate (I) if the Certificate has
been the subject of an ERISA-Qualifying Underwriting, a


                                      -75-

<PAGE>

representation to the effect that such transferee is an insurance company that
is acquiring the Certificate with assets contained in an "insurance company
general account," as defined in Section V(e) of Prohibited Transaction Class
Exemption ("PTCE") 95-60, and the acquisition and holding of the Certificate are
covered and exempt under Sections I and III of PTCE 95-60, or (II) solely in the
case of a Definitive Certificate, an Opinion of Counsel satisfactory to the
Securities Administrator, and upon which the Securities Administrator shall be
entitled to rely, to the effect that the acquisition and holding of such
Certificate will not constitute or result in a nonexempt prohibited transaction
under Title I of ERISA or Section 4975 of the Code, or a violation of Similar
Law, and will not subject the Securities Administrator, the Master Servicer, the
Trustee or the Depositor to any obligation in addition to those expressly
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Securities Administrator, the Master Servicer, the Trustee or the
Depositor.

     Except in the case of a Definitive Certificate, the representations set
forth in the immediately preceding paragraph of this Subsection 5.02(b), other
than clause (B)(II) in the immediately preceding paragraph, shall be deemed to
have been made to the Securities Administrator by the transferee's acceptance of
an ERISA Restricted Certificate or a Class A-R Certificate (or the acceptance by
a Certificate Owner of the beneficial interest in any Class of ERISA Restricted
Certificates or a Class A-R Certificate).

     Notwithstanding any other provision herein to the contrary, any purported
transfer of an ERISA Restricted Certificate or a Class A-R Certificate to or on
behalf of a Plan 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 ERISA Restricted Certificate or Class A-R
Certificate that is in fact not permitted by this Section 5.02(b), nor shall the
Trustee or the Securities Administrator be under any liability for making any
payments due on such Certificate 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 Trustee or the Securities
Administrator shall be entitled, but not obligated, to recover from any Holder
of any ERISA Restricted Certificate or Class A-R Certificate that was in fact a
Plan and that held such Certificate in violation of this Section 5.02(b) all
payments made on such ERISA Restricted Certificate or a Class A-R Certificate 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 Certificate
that is not a Plan.

     (c) Each Person who has or who acquires any Ownership Interest in a Class
A-R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Class A-R
Certificate are expressly subject to the following provisions:

          (i) Each Person holding or acquiring any Ownership Interest in a Class
     A-R Certificate shall be a Permitted Transferee and shall promptly notify
     the Securities Administrator of any change or impending change in its
     status as a Permitted Transferee.


                                      -76-

<PAGE>

          (ii) No Ownership Interest in a Class A-R Certificate may be
     purchased, transferred or sold, directly or indirectly, except in
     accordance with the provisions hereof. No Ownership Interest in a Class A-R
     Certificate may be registered on the Closing Date or thereafter
     transferred, and the Securities Administrator shall not register the
     Transfer of any Class A-R Certificate unless, in addition to the
     certificates required to be delivered to the Securities Administrator under
     subparagraph (b) above, the Securities Administrator shall have been
     furnished with an affidavit (a "Transferee's Letter") of the initial owner
     or the proposed transferee in the form attached hereto as Exhibit E-1 and
     an affidavit (a "Transferor Certificate") of the proposed transferor in the
     form attached hereto as Exhibit E-2. In the absence of a contrary
     instruction from the transferor of a Class A-R Certificate, declaration
     (11) in Appendix A of the Transferee's Letter may be left blank. If the
     transferor requests by written notice to the Securities Administrator prior
     to the date of the proposed transfer that one of the two other forms of
     declaration (11) in Appendix A of the Transferee's Letter be used, then the
     requirements of this Section 5.02(c)(ii) shall not have been satisfied
     unless the Transferee's Letter includes such other form of declaration.

          (iii) Each Person holding or acquiring any Ownership Interest in a
     Class A-R Certificate shall agree (A) to obtain a Transferee's Letter from
     any other Person to whom such Person attempts to Transfer its Ownership
     Interest in a Class A-R Certificate, (B) to obtain a Transferee's Letter
     from any Person for whom such Person is acting as nominee, trustee or agent
     in connection with any Transfer of a Class A-R Certificate and (C) not to
     Transfer its Ownership Interest in a Class A-R Certificate or to cause the
     Transfer of an Ownership Interest in a Class A-R Certificate to any other
     Person if it has actual knowledge that such Person is not a Permitted
     Transferee. Further, no transfer, sale or other disposition of any
     Ownership Interest in a Class A-R Certificate may be made to a person who
     is not a U.S. Person (within the meaning of Section 7701 of the Code)
     unless such person furnishes the transferor and the Securities
     Administrator with a duly completed and effective Internal Revenue Service
     Form W-8ECI (or any successor thereto) and the Securities Administrator
     consents to such transfer, sale or other disposition in writing.

          (iv) Any attempted or purported Transfer of any Ownership Interest in
     a Class A-R Certificate in violation of the provisions of this Section
     5.02(c) shall be absolutely null and void and shall vest no rights in the
     purported Transferee. If any purported transferee shall become a Holder of
     a Class A-R Certificate in violation of the provisions of this Section
     5.02(c), then the last preceding Permitted Transferee shall be restored to
     all rights as Holder thereof retroactive to the date of registration of
     Transfer of such Class A-R Certificate. The Securities Administrator shall
     be under no liability to any Person for any registration of Transfer of a
     Class A-R Certificate that is in fact not permitted by Section 5.02(b) and
     this Section 5.02(c) or for making any payments due on such Certificate 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 after receipt of the related Transferee's Letter. The Securities
     Administrator shall be entitled but not obligated to recover from any
     Holder of a Class A-R Certificate that was in fact not a Permitted
     Transferee at the time it became a Holder or, at such subsequent time as it
     became other than a Permitted Transferee, all payments made on such Class
     A-R


                                      -77-

<PAGE>

     Certificate at and after either such time. Any such payments so recovered
     by the Securities Administrator shall be paid and delivered by the
     Securities Administrator to the last preceding Permitted Transferee of such
     Certificate.

          (v) At the option of the Holder of the Class A-R Certificate, the
     Class LT1-R Interest, the Residual Interest and the residual interest in
     any REMIC created under the Stack I Agreement may be severed and
     represented by separate certificates; provided, however, that such separate
     certification may not occur until the Securities Administrator receives a
     REMIC Opinion to the effect that separate certification in the form and
     manner proposed would not result in the imposition of federal tax upon the
     Issuing Entity or any of the REMICs provided for herein or provided for
     under the Stack I Agreement or cause any of the REMICs provided for herein
     or provided for under the Stack I Agreement to fail to qualify as a REMIC;
     and provided further, that the provisions of Sections 5.02(b) and (c) will
     apply to each such separate certificate as if the separate certificate were
     a Class A-R Certificate. If, as evidenced by a REMIC Opinion, it is
     necessary to preserve the REMIC status of any of the REMICs provided for
     herein or provided for under the Stack I Agreement, the Class LT1-R
     Interest, the Residual Interest and the residual interest in any REMIC
     created under the Stack I Agreement shall be severed and represented by
     separate Certificates.

     The restrictions on Transfers of a Class A-R Certificate set forth in this
Section 5.02(c) shall cease to apply (and the applicable portions of the legend
on a Class A-R Certificate may be deleted) with respect to Transfers occurring
after delivery to the Securities Administrator of an Opinion of Counsel, which
Opinion of Counsel shall not be an expense of the Securities Administrator or
the Depositor, to the effect that the elimination of such restrictions will not
cause any of the REMICs provided for herein to fail to qualify as a REMIC at any
time that the Certificates are outstanding or result in the imposition of any
tax on the Issuing Entity, any REMIC provided for herein, a Certificateholder or
another Person. Each Person holding or acquiring any Ownership Interest in a
Class A-R Certificate hereby consents to any amendment of this Agreement that,
based on an Opinion of Counsel furnished to the Securities Administrator, is
reasonably necessary (a) to ensure that the record ownership of, or any
beneficial interest in, a Class A-R Certificate is not transferred, directly or
indirectly, to a Person that is not a Permitted Transferee and (b) to provide
for a means to compel the Transfer of a Class A-R Certificate that is held by a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.

     (d) The transferor of the Class A-R Certificate shall notify the Securities
Administrator in writing upon the transfer of the Class A-R Certificate.

     (e) The preparation and delivery of all certificates, opinions and other
writings referred to above in this Section 5.02 shall not be an expense of the
Issuing Entity, the Depositor or the Securities Administrator.

     Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate is surrendered to the Securities Administrator or the
Securities Administrator receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and of the ownership thereof and
(b) there is delivered to the Securities Administrator such security or
indemnity as


                                      -78-

<PAGE>

may be required by them to save each of them harmless, then, in the absence of
notice to the Securities Administrator that such Certificate has been acquired
by a bona fide purchaser, the Securities Administrator shall execute,
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
and Percentage Interest. In connection with the issuance of any new Certificate
under this Section 5.03, the Securities Administrator may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Securities Administrator) connected therewith. Any replacement
Certificate issued pursuant to this Section 5.03 shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time. All Certificates surrendered to the Securities Administrator under the
terms of this Section 5.03 shall be canceled and destroyed by the Securities
Administrator in accordance with its standard procedures without liability on
its part.

     Section 5.04 Persons Deemed Owners. The Securities Administrator and any
agent of the Securities Administrator may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in this Agreement and for all other purposes
whatsoever, and neither the Securities Administrator, nor any agent of the
Securities Administrator shall be affected by any notice to the contrary.

     Section 5.05 Access to List of Certificateholders' Names and Addresses. If
three or more Certificateholders (a) request such information in writing from
the Securities Administrator, (b) state that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates, and (c) provide a copy of the
communication that such Certificateholders propose to transmit or if the
Depositor shall request such information in writing from the Securities
Administrator, then the Securities Administrator shall, within ten Business Days
after the receipt of such request, provide the Depositor or such
Certificateholders at such recipients' expense the most recent list of the
Certificateholders of the Trust Fund held by the Securities Administrator, if
any. The Depositor and every Certificateholder, by receiving and holding a
Certificate, agree that the Securities Administrator shall not be held
accountable by reason of the disclosure of any such information as to the list
of the Certificateholders hereunder, regardless of the source from which such
information was derived.

     Section 5.06 Book-Entry Certificates. The Regular Certificates, upon
original issuance, shall be issued in the form of one or more typewritten
Certificates representing the Book-Entry Certificates, to be delivered to the
Depository by or on behalf of the Depositor. The Book-Entry Certificates shall
initially be registered on the Certificate Register in the name of the
Depository or its nominee, and no Certificate Owner of a Book-Entry Certificate
will receive a definitive certificate representing such Certificate Owner's
interest in such Certificates, except as provided in Section 5.08. Unless and
until definitive, fully registered Certificates ("Definitive Certificates") have
been issued to the Certificate Owners of the Book-Entry Certificates pursuant to
Section 5.08:

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


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     (b) the Depositor and the Securities Administrator may deal with the
Depository and the Depository Participants for all purposes (including the
making of distributions) as the authorized representative of the respective
Certificate Owners of the Book-Entry Certificates;

     (c) registration of the Book-Entry Certificates may not be transferred by
the Securities Administrator except to another Depository;

     (d) the rights of the respective Certificate Owners of the Book-Entry
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to those established by law and agreements
between the Owners of the Book-Entry Certificates and the Depository and/or the
Depository Participants. Pursuant to the Depository Agreement, unless and until
Definitive Certificates are issued pursuant to Section 5.08, the Depository will
make book-entry transfers among the Depository Participants and receive and
transmit distributions of principal and interest on the related Certificates to
such Depository Participants;

     (e) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants;

     (f) the Securities Administrator may rely and shall be fully protected in
relying upon information furnished by the Depository with respect to its
Depository Participants; and

     (g) to the extent that the provisions of this Section conflict with any
other provisions of this Agreement, the provisions of this Section shall
control.

     For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Certificateholders
evidencing a specified percentage of the aggregate unpaid principal amount of
any Class of Certificates, such direction or consent may be given by Certificate
Owners (acting through the Depository and the Depository Participants) owning
Book-Entry Certificates evidencing the requisite percentage of principal amount
of such Class of Certificates.

     Section 5.07 Notices to Depository. Whenever any notice or other
communication is required to be given to Certificateholders of the Class with
respect to which Book-Entry Certificates have been issued, unless and until
Definitive Certificates shall have been issued to the related Certificate
Owners, the Securities Administrator shall give all such notices and
communications to the Depository.

     Section 5.08 Definitive Certificates. If, after Book-Entry Certificates
have been issued with respect to any Certificates, (a) the Depository or the
Depositor advises the Securities Administrator that the Depository is no longer
willing, qualified or able to discharge properly its responsibilities under the
Depository Agreement with respect to such Certificates and the Securities
Administrator or the Depositor is unable to locate a qualified successor, (b)
the Depositor notifies the Securities Administrator and the Depository of its
intent to terminate the book-entry system through the Depository and, upon
receipt of notice of such intent from the Depository, the Certificate Owners of
the Book-Entry Certificates agree to initiate such termination or (c) after the
occurrence and continuation of an Event of Default, Certificate Owners of such
Book-Entry Certificates having not less than 51% of the Voting Rights evidenced
by any Class of Book-Entry Certificates advise the Securities Administrator and
the


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<PAGE>

Depository in writing through the Depository Participants that the continuation
of a book-entry system with respect to Certificates of such Class through the
Depository (or its successor) is no longer in the best interests of the
Certificate Owners of such Class, then the Securities Administrator shall notify
all Certificate Owners of such Book-Entry Certificates, through the Depository,
of the occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners of such Class requesting the same. The
Depositor shall provide the Securities Administrator with an adequate inventory
of certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon surrender to the Securities Administrator of any such
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration, the Securities Administrator shall authenticate
and deliver such Definitive Certificates. Neither the Depositor nor the
Securities Administrator shall be liable for any delay in delivery of such
instructions and each may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of such Definitive
Certificates, all references herein to obligations imposed upon or to be
performed by the Depository shall be deemed to be imposed upon and performed by
the Securities Administrator, to the extent applicable with respect to such
Definitive Certificates and the Securities Administrator shall recognize the
Holders of such Definitive Certificates as Certificateholders hereunder.

     Section 5.09 Maintenance of Office or Agency. The Securities Administrator
will maintain or cause to be maintained at its expense an office or offices or
agency or agencies where Certificates may be surrendered for registration of
transfer or exchange. The Securities Administrator initially designates its
offices at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
Attention: Corporate Trust Services - Merrill Lynch Alternative Note Asset
Trust, Series 2007-AF1 as offices for such purposes. The Securities
Administrator will give prompt written notice to the Certificateholders of any
change in such location of any such office or agency. For the avoidance of
doubt, the Securities Administrator may satisfy the requirements of both this
Section 5.09 and Section 5.09 of the Stack I Agreement by maintaining a single
office or agency.

                                   ARTICLE VI
                         PAYMENTS TO CERTIFICATEHOLDERS

     Section 6.01 Distributions on the Certificates. (a) Interest and principal
on the Certificates will be distributed by the Securities Administrator monthly
on each Distribution Date, commencing in June 2007, as instructed by the Master
Servicer, in an aggregate amount equal to the sum of the Available Funds for
such Distribution Date. On each Distribution Date, the Available Funds shall be
distributed as follows:

          (A) On each Distribution Date, the Group 3 Available Funds will be
          distributed in the following order of priority among the Group 3
          Certificates except as otherwise noted:

               first, to the Class AV-1, Class AV-2 and Class AV-IO
               Certificates, pro rata, the Accrued Certificate Interest on each
               class of Group 3 Certificates for such Distribution Date;


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<PAGE>

               second, to the Class AV-1, Class AV-2 and Class AV-IO
               Certificates, pro rata, any Accrued Certificate Interest thereon
               remaining undistributed from previous Distribution Dates, to the
               extent of remaining Group 3 Available Funds, any shortfall in
               available amounts being allocated to the Group 3 Certificates in
               proportion to the amount of such Accrued Certificate Interest
               remaining undistributed for each class of Group 3 Certificates
               for such Distribution Date; and

               third, to the Class AV-1 and Class AV-2 Certificates, pro rata,
               in reduction of the Class Certificate Balances thereof, the Group
               3 Senior Principal Distribution Amount for such Distribution Date
               to the extent of remaining Group 3 Available Funds, until the
               Class Certificate Balances of such Classes have been reduced to
               zero.

          (B) On each Distribution Date on or prior to the Credit Support
          Depletion Date, an amount equal to the sum of the remaining Group 3
          Available Funds after the distributions in clause (A) above will be
          distributed sequentially, in the following order, to the Class MV-1,
          Class MV-2, Class MV-3, Class BV-1, Class BV-2 and Class BV-3
          Certificates, in each case up to an amount equal to and in the
          following order: (a) the Accrued Certificate Interest thereon for such
          Distribution Date, (b) any Accrued Certificate Interest thereon
          remaining undistributed from previous Distribution Dates and (c) such
          Class's Subordinate Principal Distribution Amount for such
          Distribution Date, in each case to the extent of the remaining
          Available Funds.

          (C) On each Distribution Date, any Available Funds remaining after
          payment of interest and principal to the Classes of Certificates
          entitled thereto, as described above, will be distributed to the Class
          A-R Certificates.

          (D) In addition to the foregoing distributions, with respect to any
          Subsequent Recoveries, the Master Servicer shall deposit such amounts
          into the Master Servicer Collection Account pursuant to Section
          4.01(a). 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 Class Certificate Balance
          of the Class of Subordinate Certificates with the highest payment
          priority to which Realized Losses have been allocated, including any
          Class of Subordinate Certificates to which a Realized Loss was
          previously allocated and whose Class Certificate Balance has been
          reduced to zero, but not by more than the amount of Realized Losses
          previously allocated to that Class of Certificates pursuant to Section
          6.02. The amount of any remaining Subsequent Recoveries will be
          applied to increase the Class Certificate Balance of the Class of
          Certificates with the next highest payment priority, up to the amount
          of such Realized Losses previously allocated to that Class of
          Certificates pursuant to Section 6.02, and so on. Holders of such
          Certificates will not be entitled to any payment in respect of Accrued
          Certificate Interest on the amount of such increases for any Interest
          Accrual Period preceding the Distribution Date on which such increase
          occurs. Any such increases shall be applied to the Class


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<PAGE>

          Certificate Balance of each Certificate of such Class in accordance
          with its respective Percentage Interest.

          (E) Any Prepayment Charges shall be distributed to the Class P
          Certificates.

     Section 6.02 Allocation of Losses.

     (a) On or prior to each Determination Date, the Securities Administrator
shall determine 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 Certificates on any Distribution Date, the
principal portion of each Realized Loss on a Mortgage Loan shall be allocated as
follows:

          first, to the Class BV-3 Certificates until the Class Certificate
     Balance thereof has been reduced to zero;

          second, to the Class BV-2 Certificates until the Class Certificate
     Balance thereof has been reduced to zero;

          third, to the Class BV-1 Certificates until the Class Certificate
     Balance thereof has been reduced to zero;

          fourth, to the Class MV-3 Certificates until the Class Certificate
     Balance thereof has been reduced to zero;

          fifth, to the Class MV-2 Certificates until the Class Certificate
     Balance thereof has been reduced to zero;

          sixth, to the Class MV-1 Certificates until the Class Certificate
     Balance thereof has been reduced to zero; and

          seventh, to the Senior Certificates pro rata until the Class
     Certificate Balances thereof have been reduced to zero; and

     (c) Notwithstanding the other provisions of Section 6.02, the first $0.70
of Realized Losses shall not be allocated to any Class of Certificates.

     Section 6.03 Payments.

     (a) On each Distribution Date, other than the final Distribution Date, the
Securities Administrator shall distribute to each Certificateholder of record on
the directly preceding Record Date the Certificateholder's pro rata share of its
Class (based on the aggregate Percentage Interest represented by such Holder's
Certificates) of all amounts required to be distributed on such Distribution
Date to such Class, based solely on information provided to the Securities
Administrator by the Master Servicer. The Securities Administrator shall
calculate the amount to be distributed to each Class and, based on such amounts,
the Securities Administrator shall determine the amount to be distributed to
each Certificateholder. All of the Securities


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<PAGE>

Administrator's calculations of payments shall be based solely on information
provided to the Securities Administrator by the Master Servicer or the
applicable Servicer. The Securities Administrator shall not be required to
confirm, verify or recompute any such information but shall be entitled to rely
conclusively on such information.

     (b) Payment of the above amounts to each Certificateholder shall be made
(i) by check mailed to each Certificateholder entitled thereto at the address
appearing in the Certificate Register or (ii) upon receipt by the Securities
Administrator on or before the fifth Business Day preceding the Record Date of
written instructions from a Certificateholder by wire transfer to a United
States dollar account maintained by the payee at any United States depository
institution with appropriate facilities for receiving such a wire transfer;
provided, however, that the final payment in respect of each Class of
Certificates will be made only upon presentation and surrender of such
respective Certificates at the office or agency of the Securities Administrator
specified in the notice to Certificateholders of such final payment.

     Section 6.04 Statements to Certificateholders.

     (a) Concurrently with each distribution to Certificateholders, the
Securities Administrator shall make available to the parties hereto and each
Certificateholder via the Securities Administrator's internet website as set
forth below, the following information (such information the "Monthly
Statement"):

          (i) the amount of the distribution made on such Distribution Date to
     the Holders of each Class of Certificates, separately identified, allocable
     to principal;

          (ii) the amount of the distribution made on such Distribution Date to
     the Holders of each Class of Certificates allocable to interest, separately
     identified;

          (iii) the aggregate amount the Servicing Fee during the related Due
     Period and such other customary information as the Trustee deems necessary
     or desirable, or which a Certificateholder reasonably requests, to enable
     Certificateholders to prepare their tax returns;

          (iv) the aggregate amount of Monthly Advances for the related Due
     Period;

          (v) the aggregate Stated Principal Balance of the Group 3 Mortgage
     Loans at the close of business at the end of the related Due Period;

          (vi) the number, weighted average remaining term to maturity and
     weighted average Mortgage Interest Rate of the Group 3 Mortgage Loans as of
     the related Due Date;

          (vii) the number and aggregate unpaid principal balance of Group 3
     Mortgage Loans (a) one month, two months or three months delinquent on a
     contractual basis, (b) as to which foreclosure proceedings have been
     commenced and (c) in bankruptcy as of the close of business on the last day
     of the calendar month preceding such Distribution Date determined in
     accordance with the MBA method;


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<PAGE>

          (viii) with respect to any Group 3 Mortgage Loan that became an REO
     Property during the preceding calendar month, the Stated Principal Balance
     of such Group 3 Mortgage Loan as of the date it became an REO Property;

          (ix) the book value of any REO Property as of the close of business on
     the last Business Day of the calendar month preceding the Distribution
     Date, and, cumulatively, the total number and cumulative principal balance
     of all REO Properties as of the close of business of the last day of the
     preceding due period;

          (x) the aggregate amount of Principal Prepayments made during the
     related Prepayment Period;

          (xi) the aggregate amount of Realized Losses incurred during the
     related Due Period and the cumulative amount of Realized Losses;

          (xii) the aggregate amount of Extraordinary Trust Fund Expenses
     withdrawn from the Master Servicer Collection Account for such Distribution
     Date;

          (xiii) the Class Certificate Balance of each Class of Certificates,
     after giving effect to the distributions made on such Distribution Date;

          (xiv) the aggregate amount of interest accrued at the related
     Pass-Through Rate with respect to each Class during the related Interest
     Accrual Period and the respective portions thereof, if any, remaining
     unpaid following the distributions made in respect of such Certificates on
     such Distribution Date;

          (xv) the aggregate amount of any Prepayment Interest Shortfalls for
     such Distribution Date as determined separately for each Mortgage Group, to
     the extent not covered by Compensating Interest Payments by the related
     Servicer or the Master Servicer pursuant to the related Servicing Agreement
     or Section 6.06;

          (xvi) the Group 3 Available Funds;

          (xvii) [Reserved.]

          (xviii) the Pass-Through Rate for each Class of Certificates for such
     Distribution Date; and

          (xix) the aggregate Stated Principal Balance of Group 3 Mortgage Loans
     purchased by the Seller during the related Due Period and indicating the
     Section of this Agreement requiring or allowing the purchase of each such
     Group 3 Mortgage Loan.

     The information set forth above shall be calculated or reported, as the
case may be, by the Securities Administrator, based solely on, and to the extent
of, information provided to the Securities Administrator by the Master Servicer.
The Securities Administrator may conclusively rely on such information and shall
not be required to confirm, verify or recalculate any such information.


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<PAGE>

     The Securities Administrator may make available each month, to any
interested party, the Monthly Statement to Certificateholders via the Securities
Administrator's website initially 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
above distribution option are entitled to have a paper copy mailed to them via
first class mail by calling the customer service desk and indicating such. The
Securities Administrator shall have the right to change the way such reports are
distributed in order to make such distribution more convenient and/or more
accessible to the parties, and the Securities Administrator shall provide timely
and adequate notification to all parties regarding any such change.

     (b) By January 30 of each year beginning in 2008, if so requested in
writing, the Securities Administrator will furnish such report to each Holder of
the Certificates of record at any time during the prior calendar year as to the
aggregate of amounts reported pursuant to subclauses (a)(ii) and (a)(v) above
with respect to the Certificates, plus information with respect to the amount of
servicing compensation and such other customary information as the Securities
Administrator may determine to be necessary and/or to be required by the
Internal Revenue Service or by a federal or state law or rules or regulations to
enable such Holders to prepare their tax returns for such calendar year. Such
obligations shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Securities
Administrator pursuant to the requirements of the Code.

     (c) The Securities Administrator may satisfy the requirements of this
Section 6.04 and Section 6.04 of the Stack I Agreement via a single Monthly
Statement, provided that such Monthly Statement adequately addresses all of the
content and delivery requirements contained in both this Section 6.04 and
Section 6.04 of the Stack I Agreement.


                                      -86-

<PAGE>

     Section 6.05 Monthly Advances. If the Monthly Payment on a Mortgage Loan
that was due on a related Due Date and is delinquent other than as a result of
application of the Relief Act and for which the related Servicer was required to
make an advance pursuant to the related Servicing Agreement exceeds the amount
deposited in the Master Servicer Collection Account that will be used for a
Monthly Advance with respect to such Mortgage Loan, the Master Servicer will
deposit in the Master Servicer Collection Account not later than the
Distribution Account Deposit Date immediately preceding the related Distribution
Date an amount equal to such deficiency, net of the Servicing Fee for such
Mortgage Loan, except to the extent the Master Servicer determines any such
Monthly Advance to be nonrecoverable from Liquidation Proceeds, Insurance
Proceeds or future payments on the Mortgage Loan for which such Monthly Advance
was made. If the Master Servicer has not deposited the amount described above as
of the related Distribution Account Deposit Date, the Trustee will, subject to
applicable law and its determination of recoverability, deposit in the Master
Servicer Collection Account not later than the related Distribution Date, an
amount equal to the remaining deficiency as of the Distribution Account Deposit
Date. Subject to the foregoing, the Master Servicer shall continue to make such
Monthly Advances through the date that the related Servicer is required to do so
under its Servicing Agreement. If applicable, on the Distribution Account
Deposit Date, the Master Servicer shall present an Officer's Certificate to the
Securities Administrator (i) stating that the Master Servicer elects not to make
a Monthly Advance in a stated amount and (ii) detailing the reason it deems the
advance to be nonrecoverable.

     Section 6.06 Compensating Interest Payments. The Master Servicer shall
deposit in the Master Servicer Collection Account not later than each
Distribution Account Deposit Date an amount equal to the aggregate amounts
required to be paid by the Servicers under the Servicing Agreements with respect
to subclause (a) of the definition of Prepayment Interest Shortfall with respect
to the Mortgage Loans for the related Distribution Date, and not so paid by the
related Servicers (such amount, the "Compensating Interest Payment"). The Master
Servicer shall not be entitled to any reimbursement of any Compensating Interest
Payment; provided, however, the aggregate compensating interest payments made by
the Master Servicer shall not exceed the Master Servicing Compensation.


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<PAGE>

                                   ARTICLE VII
                      THE MASTER SERVICER AND THE DEPOSITOR

     Section 7.01 Liabilities of the Master Servicer. The Master Servicer shall
be liable in accordance herewith only to the extent of the obligations
specifically imposed upon and undertaken by the Master Servicer, as the case may
be, herein. The Depositor shall be liable in accordance herewith only to the
extent of the obligations specifically imposed upon and undertaken by the
Depositor.

     Section 7.02 Merger or Consolidation of the Master Servicer.

     (a) Each of the Master Servicer and the Depositor will keep in full force
and effect its existence, rights and franchises as a corporation under the laws
of the state of its incorporation, and will obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its duties under this Agreement.

     (b) Any Person into which the Master Servicer or the Depositor may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Master Servicer shall be a party, or any Person
succeeding to the business of the Master Servicer, shall be the successor of the
Master Servicer hereunder, without the execution or filing of any paper or
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

     Section 7.03 Indemnification from the Master Servicer and the Depositor.

     (a) The Master Servicer agrees to indemnify the Indemnified Persons for,
and to hold them harmless against, any loss, liability or expense (including
reasonable legal fees and disbursements of counsel) incurred on their part that
may be sustained in connection with, arising out of, or relating to, any claim
or legal action (including any pending or threatened claim or legal action)
relating to this Agreement or the Certificates (i) related to the Master
Servicer's failure to perform its duties in compliance with this Agreement
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer's
willful misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder, provided, in each case, that with respect to any such claim or legal
action (or pending or threatened claim or legal action), the Trustee or the
Securities Administrator shall have given the Master Servicer and the Depositor
written notice of such claim or legal action promptly after the Trustee or the
Securities Administrator shall have received knowledge thereof. This indemnity
shall survive the resignation or removal of the Trustee, Master Servicer or the
Securities Administrator and the termination of this Agreement.

     (b) The Depositor will indemnify any Indemnified Person for any loss,
liability or expense of any Indemnified Person not otherwise referred to in
Subsection (a) above.

     (c) None of the Depositor, any Servicer nor any of the directors, officers,
employees or agents of the Depositor or any Servicer shall be under any
liability to the Issuing Entity or the Certificateholders for any action taken
or for refraining from the taking of any action in good faith pursuant to this
Agreement or the Servicing Agreements, or for errors in judgment; provided,
however, that this provision shall not protect the Depositor, any Servicer or
any such Person against any breach of representations or warranties made by it
or protect the Depositor, any Servicer or any such Person from any liability
that would otherwise be imposed by reasons of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties.  The Depositor or any Servicer and any director,
officer, employee or agent of the Depositor or any Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor or any
Servicer and any director, officer, employee or agent of the Depositor or any
Servicer shall be indemnified by the Issuing Entity and held harmless against
any loss, liability or expense, incurred in connection with the performance of
their duties under this Agreement or the Servicing Agreements or incurred in
connection with any audit, controversy or judicial proceeding relating to a
governmental taxing authority or any legal action relating to this Agreement or
the Certificates, other than any loss, liability or expense (i) incurred by
reason of willful misfeasance, bad faith or negligence in the performance of
duties or by reason of reckless disregard of obligations and duties or (ii)
which does not constitute an "unanticipated expense" within the meaning of
Treasury Regulation Section 1.860G-1(b)(3)(ii). Neither the Depositor nor any
Servicer shall be under any obligation to appear in, prosecute or defend any
legal action that is not incidental to its respective duties hereunder and that
in its opinion may involve it in any expense or liability; provided, however,
that either of the Depositor or any Servicer in its discretion may undertake any
such action that it may deem necessary or desirable in respect of this Agreement
or the Servicing Agreements and the rights and duties of the parties thereto and
the interests of the Trustee and the Certificateholders thereunder. In such
event, the legal expenses and costs of such action and any liability resulting
therefrom shall be, expenses, costs and liabilities of the Issuing Entity, and
the Depositor and any Servicer shall be entitled to be reimbursed therefor out
of the related Collection Account.

     Notwithstanding anything herein to the contrary, in preparing or furnishing
any reports or certifications pursuant to this Agreement or the Servicing
Agreements, the Servicers shall be entitled to rely conclusively on the accuracy
of the information or data provided to it by any other party to the Agreement
and shall have no liability for any errors therein.


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<PAGE>

     Section 7.04 Limitations on Liability of the Master Servicer and Others.
Subject to the obligation of the Master Servicer to indemnify the Indemnified
Persons pursuant to Section 7.03:

     (a) Neither the Master Servicer nor any of the directors, officers,
employees or agents of the Master Servicer shall be under any liability to the
Indemnified Persons, the Depositor, the Issuing Entity or the Certificateholders
for taking any action or for refraining from taking any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Master Servicer or any such Person against
any breach of warranties or representations made herein or any liability which
would otherwise be imposed by reason of such Person's willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder.

     (b) The Master Servicer and any director, officer, employee or agent of the
Master Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder.

     (c) The Master Servicer, the Custodian and any director, officer, employee
or agent of the Master Servicer or the Custodian shall be indemnified by the
Issuing Entity and held harmless thereby against any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on their
part that may be sustained in connection with, arising out of, or related to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement, the Certificates or any Servicing Agreement
(except to the extent that the Master Servicer or the Custodian, as the case may
be, is indemnified by a Servicer thereunder), other than (i) any such loss,
liability or expense related to the Master Servicer's failure to perform its
duties in compliance with this Agreement (except as any such loss, liability or
expense shall be otherwise reimbursable pursuant to this Agreement), or to the
Custodian's failure to perform its duties under the Custodial Agreement,
respectively, or (ii) any such loss, liability or expense incurred by reason of
the Master Servicer's or the Custodian's willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or under the Custodial
Agreement, as applicable, or by reason of reckless disregard of obligations and
duties hereunder or under the Custodial Agreement, as applicable.

     (d) The Master Servicer shall not be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its duties under
this Agreement and that in its opinion may involve it in any expense or
liability; provided, however, the Master Servicer may in its discretion,
undertake any such action which it may deem necessary or desirable with respect
to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, the legal expenses
and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Issuing Entity, and the Master Servicer
shall be entitled to be reimbursed therefor out of the Master Servicer
Collection Account as provided by Section 4.03. Nothing in this Subsection
7.04(d) shall affect the Master Servicer's obligation to supervise, or to take
such actions as are necessary to ensure, the servicing and administration of the
Mortgage Loans pursuant to Subsection 3.01(a).

     (e) In taking or recommending any course of action pursuant to this
Agreement, unless specifically required to do so pursuant to this Agreement, the
Master Servicer shall not be required to investigate or make recommendations
concerning potential liabilities which the


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<PAGE>

Issuing Entity might incur as a result of such course of action by reason of the
condition of the Mortgaged Properties.

     (f) The Master Servicer shall not be liable for any acts or omissions of
any Servicer, except as otherwise expressly provided herein.

     Section 7.05 Master Servicer Not to Resign. Except as provided in Section
7.07, the Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon a determination that any such duties hereunder
are no longer permissible under applicable law and such impermissibility cannot
be cured. Any such determination permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Independent Counsel to such effect
delivered to the Trustee. No such resignation by the Master Servicer shall
become effective until MLML or the Trustee or a successor to the Master Servicer
reasonably satisfactory to the Trustee shall have assumed the responsibilities
and obligations of the Master Servicer in accordance with Section 8.02 hereof.
The Trustee shall notify the Rating Agencies of the resignation of the Master
Servicer. If the Master Servicer and the Securities Administrator are the same
entity, then at any time the Master Servicer is terminated as master servicer,
the Securities Administrator shall likewise be removed as securities
administrator.

     Section 7.06 Successor Master Servicer. In connection with the appointment
of any successor Master Servicer or the assumption of the duties of the Master
Servicer, MLML or the Trustee may make such arrangements for the compensation of
such successor master servicer out of payments on the Mortgage Loans as MLML or
the Trustee and such successor master servicer shall agree. If the successor
master servicer does not agree that such market value is a fair price, such
successor master servicer shall obtain two quotations of market value from third
parties actively engaged in the servicing of single-family mortgage loans.
Notwithstanding anything herein to the contrary, in no event shall the Trustee
be liable for any Servicing Fee or master servicing fee or for any differential
in the amount of the Servicing Fee or the master servicing fee paid hereunder
and the amount necessary to induce any successor servicer or successor master
servicer to act as successor servicer or successor master servicer, as
applicable, under this Agreement and the transactions set forth or provided
herein.

     Section 7.07 Sale and Assignment of Master Servicing. The Master Servicer
may sell and assign its rights and delegate its duties and obligations in its
entirety as Master Servicer under this Agreement; provided, however, that: (i)
the purchaser or transferee accepting such assignment and delegation (a) shall
be a Person which shall be qualified to service mortgage loans for Fannie Mae or
Freddie Mac; (b) shall have a net worth of not less than $10,000,000 (unless
otherwise approved by each Rating Agency pursuant to clause (ii) below); (c)
shall be reasonably satisfactory to the Trustee (as evidenced in a writing
signed by the Trustee); and (d) shall execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, which
contains an assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or observed by it as
master servicer under this Agreement, any custodial agreement from and after the
effective date of such agreement; (ii) each Rating Agency shall be given prior
written notice of the identity of the proposed successor to the Master Servicer
and each Rating Agency's rating of the Certificates in effect immediately prior
to such assignment, sale and delegation will not be downgraded, qualified or
withdrawn as a result of such assignment, sale and delegation, as evidenced by a


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<PAGE>

letter to such effect delivered to the Master Servicer and the Trustee; and
(iii) the Master Servicer assigning and selling the master servicing shall
deliver to the Trustee an Officer's Certificate and an Opinion of Independent
Counsel, each stating that all conditions precedent to such action under this
Agreement have been completed and such action is permitted by and complies with
the terms of this Agreement. No such assignment or delegation shall affect any
liability of the Master Servicer arising prior to the effective date thereof.

                                  ARTICLE VIII
                                     DEFAULT

     Section 8.01 Events of Default. "Event of Default," wherever used herein,
means 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) and
only with respect to the defaulting Master Servicer:

          (i) The Master Servicer fails to cause to be deposited in the
     Distribution Account any amount so required to be deposited pursuant to
     this Agreement, and such failure continues unremedied for a period of three
     Business Days after the date upon which written notice of such failure,
     requiring the same to be remedied, shall have been given to the Master
     Servicer; or

          (ii) The Master Servicer fails to observe or perform in any material
     respect any other material covenants and agreements set forth in this
     Agreement to be performed by it, which covenants and agreements materially
     affect the rights of Certificateholders, and such failure continues
     unremedied for a period of 60 days after the date on which written notice
     of such failure, properly requiring the same to be remedied, shall have
     been given to the Master Servicer by the Trustee or to the Master Servicer
     and the Trustee by the Holders of Certificates evidencing Percentage
     Interests aggregating not less than 25% of the Trust Fund; or

          (iii) There is entered against the Master Servicer a decree or order
     by a court or agency or supervisory authority having jurisdiction in the
     premises for the appointment of a conservator, receiver or liquidator in
     any insolvency, readjustment of debt, marshaling of assets and liabilities
     or similar proceedings, or for the winding up or liquidation of its
     affairs, and the continuance of any such decree or order is unstayed and in
     effect for a period of 60 consecutive days, or an involuntary case is
     commenced against the Master Servicer under any applicable insolvency or
     reorganization statute and the petition is not dismissed within 60 days
     after the commencement of the case; or

          (iv) The Master Servicer consents to the appointment of a conservator
     or receiver or liquidator in any insolvency, readjustment of debt,
     marshaling of assets and liabilities or similar proceedings of or relating
     to the Master Servicer or substantially all of its property; or the Master
     Servicer admits in writing its inability to pay its debts generally as they
     become due, files a petition to take advantage of any applicable insolvency
     or reorganization statute, makes an assignment for the benefit of its
     creditors, or voluntarily suspends payment of its obligations; or


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<PAGE>

          (v) The Master Servicer assigns or delegates its duties or rights
     under this Agreement in contravention of the provisions permitting such
     assignment or delegation under Sections 7.05 or 7.07; or

          (vi) Any failure by the Master Servicer to deliver any Annual
     Statement of Compliance, Assessment of Compliance or Accountant's
     Attestation when and as required under Section 3.16 or Section 3.17.

In each and every such case, so long as such Event of Default with respect to
the Master Servicer shall not have been remedied, either the Trustee or the
Holders of Certificates evidencing Percentage Interests aggregating not less
than 51% of the Class Certificate Balance of the Certificates, by notice in
writing to the Master Servicer (and to the Trustee if given by such
Certificateholders), with a copy to the Rating Agencies, and with the consent of
the Seller, may terminate all of the rights and obligations (but not the
liabilities) of the Master Servicer under this Agreement and in and to the
Mortgage Loans and/or the REO Property serviced by the Master Servicer and the
proceeds thereof. Upon the receipt by the Master Servicer of the written notice,
all authority and power of the Master Servicer under this Agreement, whether
with respect to the Certificates, the Mortgage Loans, REO Property or under any
other related agreements (but only to the extent that such other agreements
relate to the Mortgage Loans or related REO Property) shall, subject to Section
8.02, automatically and without further action pass to and be vested in the
Trustee pursuant to this Section 8.01; and, without limitation, the Trustee is
hereby authorized and empowered to execute and deliver, on behalf of the Master
Servicer as attorney-in-fact or otherwise, any and all documents and other
instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees to cooperate with
the Trustee in effecting the termination of the Master Servicer's rights and
obligations hereunder, including, without limitation, the transfer to the
Trustee of (i) the property and amounts which are then or should be part of the
Issuing Entity or which thereafter become part of the Issuing Entity; and (ii)
originals or copies of all documents of the Master Servicer reasonably requested
by the Trustee to enable it to assume the Master Servicer's duties thereunder.
In addition to any other amounts which are then, or, notwithstanding the
termination of its activities under this Agreement, may become payable to the
Master Servicer under this Agreement, the Master Servicer shall be entitled to
receive, out of any amount received on account of a Mortgage Loan or related REO
Property, that portion of such payments which it would have received as
reimbursement under this Agreement if notice of termination had not been given.
The termination of the rights and obligations of the Master Servicer shall not
affect any obligations incurred by the Master Servicer prior to such
termination.

     Section 8.02 Trustee to Act; Appointment of Successor.

     (a) Upon the receipt by the Master Servicer of a notice of termination
pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to
Section 7.05 to the effect that the Master Servicer is legally unable to act or
to delegate its duties to a Person which is legally able to act, the Trustee
shall automatically become the successor in all respects to the Master Servicer
in its capacity under this Agreement and the transactions set forth or provided
for herein and shall thereafter be subject to all the responsibilities, duties,
liabilities and limitations on liabilities


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<PAGE>

relating thereto placed on the Master Servicer by the terms and provisions
hereof; provided, however, that MLML shall have the right to either (a)
immediately assume the duties of the Master Servicer or (b) select a successor
master servicer; provided further, however, that the Trustee shall have no
obligation whatsoever with respect to any liability (other than advances deemed
recoverable and not previously made) incurred by the Master Servicer at or prior
to the time of termination. As compensation therefor, the Trustee shall be
entitled to all funds relating to the Mortgage Loans which the Master Servicer
would have been entitled to retain if the Master Servicer had continued to act
hereunder, except for those amounts due the Master Servicer as reimbursement
permitted under this Agreement for advances previously made or expenses
previously incurred. Notwithstanding the above, or anything herein to the
contrary, the Trustee, if it becomes Master Servicer, shall have no
responsibility or obligation (i) to repurchase or substitute any Mortgage Loan,
(ii) for any representation or warranty of the Master Servicer hereunder, and
(iii) for any act or omission of either a predecessor or successor Master
Servicer other than the Trustee. The Trustee may conduct any activity required
of it as Master Servicer hereunder through an Affiliate or through an agent.
Neither the Trustee (as successor Master Servicer) nor any other successor
Master Servicer shall be deemed to be in default hereunder due to any act or
omission of a predecessor Master Servicer, including but not limited to failure
to timely deliver to the Trustee distribution instructions, any funds required
to be deposited to the Trust Fund, or any breach of its duty to cooperate with a
transfer of master servicing. Neither the Trustee nor any other successor Master
Servicer shall be deemed to be in default hereunder by reason of any failure to
make, or any delay in making, any distribution hereunder or any portion thereof
or any failure to perform, or any delay in performing, any duties or
responsibilities hereunder, in either case caused solely by the failure of the
Master Servicer to deliver or provide, or any delay in delivering or providing,
any cash, information, documents or records required to be provided to it by the
Master Servicer. Notwithstanding the above, the Trustee may, if it shall be
unwilling so to act, or shall, if it is legally unable so to act, appoint or
petition a court of competent jurisdiction to appoint, any established housing
and home finance institution which is a Fannie Mae- or Freddie Mac-approved
servicer, and with respect to a successor to the Master Servicer only, having a
net worth of not less than $10,000,000 and meeting such other standards for a
successor Master Servicer as are set forth in this Agreement, as the successor
to the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on the Mortgage Loans as it and
such successor shall agree; provided, however, in the event that the provisions
of Section 7.06 shall apply, no such compensation shall be in excess of that
permitted the Trustee under this Subsection 8.02(a), and that such successor
shall undertake and assume the obligations of the Trustee to pay compensation to
any third Person acting as an agent or independent contractor in the performance
of master servicing responsibilities hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.

     (b) If the Trustee shall succeed to any duties of the Master Servicer
respecting the Mortgage Loans as provided herein, it shall do so in a separate
capacity and not in its capacity as Trustee and, accordingly, the provisions of
Article IX shall be inapplicable to the Trustee in its duties as the successor
to the Master Servicer in the servicing of the Mortgage Loans (although


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<PAGE>

such provisions shall continue to apply to the Trustee in its capacity as
Trustee); the provisions of Article VII, however, shall apply to it in its
capacity as successor master servicer.

     Section 8.03 Notification to Certificateholders. Upon any termination or
appointment of a successor to the Master Servicer, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register and to the Rating Agencies.

     Section 8.04 Waiver of Defaults. The Trustee shall transmit by mail to all
Certificateholders, within 60 days after the occurrence of any Event of Default
known to the Trustee, unless such Event of Default shall have been cured, notice
of each such Event of Default hereunder known to the Trustee. The Holders of
Certificates evidencing Percentage Interests aggregating not less than 51% of
the Class Certificate Balance of the Certificates may, on behalf of all
Certificateholders, waive any default by the Master Servicer in the performance
of its obligations hereunder and the consequences thereof, except a default in
the making of or the causing to be made any required distribution on the
Certificates. Upon any such waiver of a past default, such default shall be
deemed to cease to exist, and any Event of Default arising therefrom shall be
deemed to have been timely remedied for every purpose of this Agreement. No such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived. The Trustee shall
give notice of any such waiver to the Rating Agencies.

     Section 8.05 List of Certificateholders. Upon reasonable, prior written
request of three or more Certificateholders of record, for purposes of
communicating with other Certificateholders with respect to their rights under
this Agreement, the Trustee will afford such Certificateholders access during
business hours to the most recent list of Certificateholders held by the
Trustee.

                                   ARTICLE IX
                           CONCERNING THE TRUSTEE AND
                          THE SECURITIES ADMINISTRATOR

     Section 9.01 Duties of Trustee.

     (a) The Trustee, prior to the occurrence of an Event of Default and after
the curing or waiver of all Events of Default which may have occurred, and the
Securities Administrator each undertake to perform such duties and only such
duties as are specifically set forth in this Agreement as duties of the Trustee
and the Securities Administrator, respectively. If an Event of Default has
occurred and has not been cured or waived, the Trustee shall exercise such of
the rights and powers vested in it by this Agreement, and subject to Section
8.02(b) 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.

     (b) Upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments which are specifically required
to be furnished to the Trustee and the Securities Administrator pursuant to any
provision of this Agreement, the


                                      -94-

<PAGE>

Trustee and the Securities Administrator, respectively, shall examine them to
determine whether they are in the form required by this Agreement; provided,
however, that neither the Trustee nor the Securities Administrator shall be
responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Master Servicer; provided, further, that neither the Trustee nor the Securities
Administrator shall be responsible for the accuracy or verification of any
calculation provided to it pursuant to this Agreement. If any such instrument is
found not to conform to the requirements of this Agreement in a material manner,
the Trustee shall take such action as it deems appropriate to have the
instrument corrected and if the instrument is not corrected to its satisfaction,
the Trustee will provide notice thereof to the Certificateholders and take such
further action as directed by the Certificateholders.

     (c) On each Distribution Date, the Securities Administrator shall make
monthly distributions and the final distribution to the Certificateholders from
funds in the Distribution Account as provided in Sections 6.01 and 10.01 herein
based solely on the report of the Master Servicer or the Servicers.

     (d) No provision of this Agreement shall be construed to relieve the
Trustee or the Securities Administrator from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct;
provided, however, that:

          (i) Prior to the occurrence of an Event of Default, and after the
     curing or waiver of all such Events of Default which may have occurred, the
     duties and obligations of the Trustee and the Securities Administrator
     shall be determined solely by the express provisions of this Agreement,
     neither the Trustee nor the Securities Administrator shall be liable except
     for the performance of their respective duties and obligations as are
     specifically set forth in this Agreement, no implied covenants or
     obligations shall be read into this Agreement against the Trustee or the
     Securities Administrator and, in the absence of bad faith on the part of
     the Trustee or the Securities Administrator, respectively, the Trustee or
     the Securities Administrator, respectively, may conclusively rely, as to
     the truth of the statements and the correctness of the opinions expressed
     therein, upon any certificates or opinions furnished to the Trustee or the
     Securities Administrator, respectively, and conforming to the requirements
     of this Agreement;

          (ii) Neither the Trustee nor the Securities Administrator shall be
     liable in its individual capacity for an error of judgment made in good
     faith by a Responsible Officer or Responsible Officers of the Trustee or an
     officer of the Securities Administrator, respectively, unless it shall be
     proved that the Trustee or the Securities Administrator, respectively, was
     negligent in ascertaining the pertinent facts;

          (iii) Neither the Trustee nor the Securities Administrator shall be
     liable with respect to any action taken, suffered or omitted to be taken by
     it in good faith in accordance with the directions of the Holders of
     Certificates evidencing Percentage Interests aggregating not less than 25%
     of the Class Certificate Balance of the Certificates, if such action or
     non-action relates to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee or the Securities


                                      -95-

<PAGE>

     Administrator, respectively, or exercising any trust or other power
     conferred upon the Trustee or the Securities Administrator, respectively,
     under this Agreement;

          (iv) The Trustee shall not be required to take notice or be deemed to
     have notice or knowledge of any default or Event of Default unless a
     Responsible Officer of the Trustee's Corporate Trust Office shall have
     actual knowledge thereof. In the absence of such notice, the Trustee may
     conclusively assume there is no such default or Event of Default;

          (v) The Trustee shall not in any way be liable by reason of any
     insufficiency in any Account held by or in the name of Trustee unless it is
     determined by a court of competent jurisdiction that the Trustee's gross
     negligence or willful misconduct was the primary cause of such
     insufficiency (except to the extent that the Trustee is obligor and has
     defaulted thereon);

          (vi) Anything in this Agreement to the contrary notwithstanding, in no
     event shall the 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 Trustee or the
     Securities Administrator, respectively, has been advised of the likelihood
     of such loss or damage and regardless of the form of action; and

          (vii) None of the Securities Administrator, the Depositor, the Master
     Servicer, any Servicer or the Trustee shall be responsible for the acts or
     omissions of the other, it being understood that this Agreement shall not
     be construed to render them partners, joint venturers or agents of one
     another.

     Neither the 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 in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee or the Securities Administrator to perform, or be responsible for
the manner of performance of, any of the obligations of the Master Servicer
hereunder or under the Servicing Agreements, except during such time, if any, as
the 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
this Agreement.

     (e) All funds received by the Master Servicer and the Securities
Administrator and required to be deposited in the Master Servicer Collection
Account or Distribution Account pursuant to this Agreement will be promptly so
deposited by the Master Servicer and the Securities Administrator.

     (f) Except for those actions that the Trustee or the Securities
Administrator is required to take hereunder, neither the 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.


                                      -96-
<PAGE>

     Section 9.02 Certain Matters Affecting the Trustee and the Securities
Administrator. Except as otherwise provided in Section 9.01:

          (i) The Trustee and the Securities Administrator may rely and shall be
     protected in acting or refraining from acting in reliance on any
     resolution, certificate of a Depositor, Master Servicer or Servicer,
     certificate of auditors or any other certificate, statement, instrument,
     opinion, report, notice, request, consent, order, appraisal, bond or other
     paper or document believed by it to be genuine and to have been signed or
     presented by the proper party or parties;

          (ii) The Trustee and the Securities Administrator may consult with
     counsel and any advice of such counsel or any Opinion of Counsel shall be
     full and complete authorization and protection with respect to any action
     taken or suffered or omitted by it hereunder in good faith and in
     accordance with such advice or Opinion of Counsel;

          (iii) Neither the Trustee nor the Securities Administrator shall be
     under any obligation to exercise any of the trusts or powers vested in it
     by this Agreement, other than its obligation to give notices pursuant to
     this Agreement, or to institute, conduct or defend any litigation hereunder
     or in relation hereto at the request, order or direction of any of the
     Certificateholders pursuant to the provisions of this Agreement, unless
     such Certificateholders shall have offered to the Trustee reasonable
     security or indemnity against the costs, expenses and liabilities which may
     be incurred therein or thereby. Nothing contained herein shall, however,
     relieve the Trustee of the obligation, upon the occurrence of an Event of
     Default of which a Responsible Officer of the Trustee's Corporate Trust
     Office has actual knowledge (which has not been cured or waived), subject
     to Section 8.02(b), to exercise such of the rights and powers vested in it
     by this Agreement, 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;

          (iv) Prior to the occurrence of an Event of Default hereunder and
     after the curing or waiver of all Events of Default which may have
     occurred, neither the Trustee nor the Securities Administrator shall be
     liable in its individual capacity for any action taken, suffered or omitted
     by it in good faith and believed by it to be authorized or within the
     discretion or rights or powers conferred upon it by this Agreement;

          (v) Neither the 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 Certificates evidencing
     Percentage Interests aggregating not less than 25% of the Class Certificate
     Balance of the Certificates and provided that the payment within a
     reasonable time to the 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 Trustee or
     the Securities Administrator, as applicable, reasonably assured to the
     Trustee or the Securities Administrator, as applicable, by the security
     afforded to it by the terms of this Agreement. The Trustee or the
     Securities Administrator may require reasonable indemnity against such
     expense or liability as a condition to taking any such action. The


                                      -97-

<PAGE>

     reasonable expense of every such examination shall be paid by the
     Certificateholders requesting the investigation;

          (vi) The Trustee and the Securities Administrator may execute any of
     the trusts or powers hereunder or perform any duties hereunder either
     directly or through Affiliates, agents or attorneys; provided, however,
     that the Trustee may not appoint any agent to perform its custodial
     functions with respect to the Mortgage Files or paying agent functions
     under this Agreement without the express written consent of the Securities
     Administrator, which consent will not be unreasonably withheld. Neither the
     Trustee nor the Securities Administrator shall be liable or responsible for
     the misconduct or negligence of any of the Trustee's or the Securities
     Administrator's agents or attorneys or a custodian or paying agent
     appointed hereunder by the Trustee or the Securities Administrator with due
     care and, when required, with the consent of the Securities Administrator;

          (vii) Should the Trustee or the Securities Administrator deem the
     nature of any action required on its part, other than a payment or transfer
     under Subsection 4.01(b) or Section 4.02, to be unclear, the Trustee or the
     Securities Administrator, respectively, may require prior to such action
     that it be provided by the Depositor with reasonable further instructions;

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

          (ix) Neither the 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, except as provided in
     Subsection 9.07; and

          (x) Neither the 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 Agreement or the Mortgage Loan Purchase Agreement, as
     applicable, or the eligibility of any Mortgage Loan for purposes of this
     Agreement.

          (xi) Any permissive right of the Trustee hereunder shall not be
     construed as a duty.

     Section 9.03 Trustee and Securities Administrator Not Liable for
Certificates or Mortgage Loans. The recitals contained herein and in the
Certificates (other than the signature and countersignature of the Securities
Administrator on the Certificates) shall be taken as the statements of the
Depositor, and neither the Trustee nor the Securities Administrator shall have
any responsibility for their correctness. Neither the Trustee nor the Securities
Administrator makes any representation as to the validity or sufficiency of the
Certificates (other than, as to the Securities Administrator, the signature and
countersignature of the Securities Administrator on the Certificates) or of any
Mortgage Loan except as expressly provided in Sections 2.02 and 2.05


                                      -98-

<PAGE>

hereof; provided, however, that the foregoing shall not relieve the Trustee or
the Custodian of the obligation to review the Mortgage Files pursuant to
Sections 2.02 and 2.04. The Securities Administrator's signature and
countersignature (or countersignature of its agent) on the Certificates shall be
solely in its capacity as Securities Administrator of the Trust Fund and shall
not constitute the Certificates an obligation of the Securities Administrator in
any other capacity. Neither the Trustee or the Securities Administrator shall be
accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Depositor with respect to the Mortgage
Loans. Subject to the provisions of Section 2.05, neither the Trustee nor the
Securities Administrator shall be responsible for the legality or validity of
this Agreement or any document or instrument relating to this Agreement, the
validity of the execution of this Agreement or of any supplement hereto or
instrument of further assurance, or the validity, priority, perfection or
sufficiency of the security for the Certificates issued hereunder or intended to
be issued hereunder. Neither the Trustee nor the Securities Administrator shall
at any time have any responsibility or liability for or with respect to the
legality, validity and enforceability of any Mortgage or any Mortgage Loan, or
the perfection and priority of any Mortgage or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
Fund or its ability to generate the payments to be distributed to
Certificateholders, under this Agreement. Neither the Trustee nor the Securities
Administrator shall have any 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 or to record this Agreement.

     Section 9.04 Trustee and Securities Administrator May Own Certificates. The
Trustee and the Securities Administrator in its individual capacity or in any
capacity other than as Trustee hereunder may become the owner or pledgee of any
Certificates with the same rights it would have if it were not Trustee or the
Securities Administrator, as applicable, and may otherwise deal with the parties
hereto.

     Section 9.05 Trustee's and Securities Administrator's Fees and Expenses.
The fees and expenses of the Trustee and the Securities Administrator shall be
paid by the Master Servicer in accordance with a side letter agreement. In
addition, the Trustee and the Securities Administrator will be entitled to
recover from the Master Servicer Collection Account pursuant to Section 4.03(b)
all reasonable out-of-pocket expenses, disbursements and advances and the
expenses of the Trustee and the Securities Administrator, respectively, in
connection with any Event of Default, any breach of this Agreement or any claim
or legal action (including any pending or threatened claim or legal action)
incurred or made by the 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 negligence or intentional
misconduct or which is the responsibility of the Certificateholders or the Trust
Fund hereunder. If funds in the Master Servicer Collection Account are
insufficient therefor, the Trustee and the Securities Administrator shall
recover such expenses from the Depositor. 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.

     Section 9.06 Eligibility Requirements for Trustee and Securities
Administrator.


                                      -99-

<PAGE>

     (a) The Trustee and any successor Trustee and the Securities Administrator
and any successor Securities Administrator shall during the entire duration of
this Agreement be a state bank or trust company or a national banking
association organized and doing business under the laws of such state or the
United States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus and undivided profits of at least
$40,000,000 or, in the case of a successor Trustee, $50,000,000, subject to
supervision or examination by federal or state authority and, in the case of the
Trustee, rated "BBB" or higher by S&P and "Aaa1" or higher by Moody's with
respect to their long-term rating and rated "BBB" or higher by S&P and "Baa1" or
higher by Moody's with respect to any outstanding long-term unsecured
unsubordinated debt, and, in the case of a successor Trustee or successor
Securities Administrator other than pursuant to Section 9.10, rated in one of
the two highest long-term debt categories of, or otherwise acceptable to, each
of the Rating Agencies. If the Trustee publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 9.06 the combined
capital and surplus of such corporation shall be deemed to be its total equity
capital (combined capital and surplus) as set forth in its most recent report of
condition so published. In case at any time the Trustee or the Securities
Administrator shall cease to be eligible in accordance with the provisions of
this Section 9.06, the Trustee or the Securities Administrator shall resign
immediately in the manner and with the effect specified in Section 9.08.

     (b) In addition, the Securities Administrator (i) may not be an originator,
Master Servicer, Servicer, the Depositor or an affiliate of the Depositor unless
the Securities Administrator is in an institutional trust department of the
relevant entity, (ii) must be authorized to exercise corporate trust powers
under the laws of its jurisdiction of organization, and (iii) must be rated at
least "A" by S&P or "A" Moody's. If no successor Securities Administrator shall
have been appointed and shall have accepted appointment within 60 days after the
Securities Administrator ceases to be the Securities Administrator pursuant to
Section 9.08, then the Trustee shall either (i) perform the duties of the
Securities Administrator pursuant to this Agreement until such time as a new
Securities Administrator is appointed or (ii) petition a court of competent
jurisdiction to appoint a successor securities administrator. The Trustee shall
notify the Rating Agencies of any change of Securities Administrator.

     Section 9.07 Insurance. The Securities Administrator, at its own expense,
shall at all times maintain and keep in full force and effect: (i) fidelity
insurance, (ii) theft of documents insurance and (iii) forgery insurance (which
may be collectively satisfied by a "Financial Institution Bond" and/or a
"Bankers' Blanket Bond"). All such insurance shall be in amounts, with standard
coverage and subject to deductibles, as are customary for insurance typically
maintained by banks or their affiliates which act as custodians for
investor-owned mortgage pools. A certificate of an officer of the Securities
Administrator as to the Securities Administrator's compliance with this Section
9.07 shall be furnished to any Certificateholder upon reasonable written
request.

     Section 9.08 Resignation and Removal of the Trustee and Securities
Administrator.

     (a) The Trustee and the Securities Administrator may at any time resign and
be discharged from the trust hereby created by giving written notice thereof to
the Depositor and the Master Servicer, with a copy to the Rating Agencies. Upon
receiving such notice of resignation,


                                     -100-

<PAGE>

the Depositor shall promptly appoint a successor Trustee or successor Securities
Administrator, as applicable, by written instrument, in triplicate, one copy of
which instrument shall be delivered to each of the resigning Trustee or
Securities Administrator, as applicable, the successor Trustee or Securities
Administrator, as applicable. If no successor Trustee or Securities
Administrator shall have been so appointed and have accepted appointment within
30 days after the giving of such notice of resignation, the resigning Trustee or
Securities Administrator may petition any court of competent jurisdiction for
the appointment of a successor Trustee or Securities Administrator. If the
Securities Administrator and the Master Servicer are the same entity, then at
any time the Securities Administrator resigns or is removed as Securities
Administrator, the Master Servicer shall likewise be terminated as Master
Servicer.

     (b) If at any time the Trustee or the Securities Administrator shall cease
to be eligible in accordance with the provisions of Section 9.06 and shall fail
to resign after written request therefor by the Depositor or if at any time the
Trustee or the Securities Administrator shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the
Securities Administrator, as applicable, or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or the
Securities Administrator, as applicable, or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Depositor shall
promptly remove the Trustee, or shall be entitled to remove the Securities
Administrator, as applicable, and appoint a successor Trustee or Securities
Administrator, as applicable, by written instrument, in triplicate, one copy of
which instrument shall be delivered to each of the Trustee or Securities
Administrator, as applicable, so removed, the successor Trustee or Securities
Administrator, as applicable.

     (c) The Holders of Certificates evidencing Percentage Interests aggregating
not less than 51% of the Trust Fund may at any time remove the Trustee or the
Securities Administrator and appoint a successor Trustee or Securities
Administrator by written instrument or instruments, in quadruplicate, signed by
such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Depositor, the Trustee, the
Securities Administrator (if the Trustee is removed), the Trustee (if the
Securities Administrator is removed), and the Trustee or Securities
Administrator so removed and the successor so appointed.

     (d) No resignation or removal of the Trustee or the Securities
Administrator and appointment of a successor Trustee or Securities Administrator
pursuant to any of the provisions of this Section 9.08 shall become effective
except upon appointment of and acceptance of such appointment by the successor
Trustee or Securities Administrator as provided in Section 9.09.

     Section 9.09 Successor Trustee and Successor Securities Administrator.

     (a) Any successor Trustee or Securities Administrator appointed as provided
in Section 9.08 shall execute, acknowledge and deliver to the Depositor, the
Master Servicer and its predecessor Trustee or Securities Administrator an
instrument accepting such appointment hereunder. The resignation or removal of
the predecessor Trustee or Securities Administrator shall then become effective
and such successor Trustee or Securities Administrator, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with like effect as if
originally named as Trustee or


                                     -101-

<PAGE>

Securities Administrator herein. The predecessor Trustee or Securities
Administrator shall after payment of its outstanding fees and expenses promptly
deliver to the successor Trustee or Securities Administrator, as applicable, all
assets and records of the Trust held by it hereunder, and the Depositor and the
predecessor Trustee or Securities Administrator, as applicable, shall execute
and deliver such instruments and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in the successor
Trustee or Securities Administrator, as applicable, all such rights, powers,
duties and obligations.

     (b) No successor Trustee or Securities Administrator shall accept
appointment as provided in this Section 9.09 unless at the time of such
acceptance such successor Trustee or Securities Administrator shall be eligible
under the provisions of Section 9.06.

     (c) Upon acceptance of appointment by a successor Trustee or Securities
Administrator as provided in this Section 9.09, the successor Trustee or
Securities Administrator shall mail notice of the succession of such Trustee or
Securities Administrator hereunder to all Certificateholders at their addresses
as shown in the Certificate Register and to the Rating Agencies. The Depositor
shall pay the cost of any mailing by the successor Trustee or Securities
Administrator.

     Section 9.10 Merger or Consolidation of Trustee or Securities
Administrator. Any state bank or trust company or national banking association
into which the Trustee or the Securities Administrator may be merged or
converted or with which it may be consolidated or any state bank or trust
company or national banking association resulting from any merger, conversion or
consolidation to which the Trustee or the Securities Administrator,
respectively, shall be a party, or any state bank or trust company or national
banking association succeeding to all or substantially all of the corporate
trust business of the Trustee or the Securities Administrator, respectively,
shall be the successor of the Trustee or the Securities Administrator,
respectively, hereunder, provided such state bank or trust company or national
banking association shall be eligible under the provisions of Section 9.06. Such
succession shall be valid without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

     Section 9.11 Appointment of Co-Trustee or Separate Trustee.

     (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust or property constituting the same may at the time be located, the
Depositor and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee and the Depositor to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust, and to vest in such Person or Persons, in such capacity, such title to
the Trust, or any part thereof, and, subject to the other provisions of this
Section 9.11, such powers, duties, obligations, rights and trusts as the
Depositor and the Trustee may consider necessary or desirable.

     (b) If the Depositor shall not have joined in such appointment within 15
days after the receipt by it of a written request so to do, the Trustee shall
have the power to make such appointment without the Depositor.


                                     -102-

<PAGE>

     (c) No co-Master Servicer or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 9.06
hereunder and no notice to Certificateholders of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 9.08
hereof.

     (d) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 9.11, all rights, powers, duties and obligations
conferred or imposed upon the Trustee and required to be conferred on such
co-trustee shall be conferred or imposed upon and exercised or performed by the
Trustee and such separate trustee or co-trustee jointly, except to the extent
that under any law of any jurisdiction in which any particular act or acts are
to be performed (whether as Trustee hereunder or as successor to the Master
Servicer hereunder), the 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 or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

     (e) Any notice, request or other writing given to the 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 Agreement and the conditions
of this Article IX. 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 Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

     (f) To the extent not prohibited by law, any separate trustee or co-trustee
may, at any time, request the Trustee, its agent or attorney-in-fact, with full
power and authority, to do any lawful act under or with respect to this
Agreement 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
Trustee, to the extent permitted by law, without the appointment of a new or
successor Trustee.

     (g) No Trustee under this Agreement shall be personally liable by reason of
any act or omission of another Trustee under this Agreement. The Depositor and
the Trustee acting jointly may at any time accept the resignation of or remove
any separate trustee or co-trustee.


                                     -103-

<PAGE>

     Section 9.12 Federal Information Returns and Reports to Certificateholders;
REMIC Administration.

     (a) REMIC elections as set forth in the Preliminary Statement shall be made
on Forms 1066 or other appropriate federal tax or information return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. The regular interests and residual interest in each
REMIC shall be as designated in the Preliminary Statement.

     (b) The Closing Date is hereby designated as the "Startup Day" of each
REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible
maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the
Latest Possible Maturity Date.

     (c) The Securities Administrator shall, for federal income tax purposes,
maintain books and records with respect to each REMIC on a calendar year and on
an accrual basis.

     (d) The Securities Administrator shall represent the Trust Fund in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority with respect thereto. The Securities Administrator
shall pay any and all tax-related expenses (not including taxes) of each REMIC,
including but not limited to any professional fees or expenses related to audits
or any administrative or judicial proceedings with respect to such REMIC that
involve the Internal Revenue Service or state tax authorities, but only to the
extent that (i) such expenses are ordinary or routine expenses, including
expenses of a routine audit but not expenses of litigation (except as described
in (ii)); or (ii) such expenses or liabilities (including taxes and penalties)
are attributable to the negligence or willful misconduct of the Securities
Administrator in fulfilling its duties hereunder (including its duties as tax
return preparer). The Securities Administrator shall be entitled to
reimbursement of expenses to the extent provided in clause (i) above from the
Distribution Account, provided, however, the Securities Administrator shall not
be entitled to reimbursement for expenses incurred in connection with the
preparation of tax returns and other reports as required by this Section.

     (e) The Securities Administrator shall prepare and file, and the Trustee
shall sign, all of each REMIC's and the Trust Fund's federal and appropriate
state tax and information returns as such REMIC's direct representative. The
expenses of preparing and filing such returns shall be borne by the Securities
Administrator.

     (f) The Securities Administrator or its designee shall perform on behalf of
each REMIC all reporting and other tax compliance duties that are the
responsibility of such REMIC under the Code, the REMIC Provisions, or other
compliance guidance issued by the Internal Revenue Service or any state or local
taxing authority. Among its other duties, if required by the Code, the REMIC
Provisions, or other such guidance, the Securities Administrator shall provide,
upon receipt of additional reasonable compensation, to the Treasury or other
governmental authority such information as is necessary for the application of
any tax relating to the transfer of a Residual Certificate to any disqualified
person or organization pursuant to Treasury Regulation 1.860E-2(a)(5) and any
person designated in Section 860E(e)(3) of the Code.

     (g) The Securities Administrator and the Holders of Certificates shall take
any action or cause any REMIC to take any action necessary to create or maintain
the status of any REMIC


                                     -104-

<PAGE>

as a REMIC under the REMIC Provisions and shall assist each other as necessary
to create or maintain such status. Neither the Securities Administrator nor the
Holder of any Residual Certificate shall knowingly take any action, cause any
REMIC to take any action or fail to take (or fail to cause to be taken) any
action that, under the REMIC Provisions, if taken or not taken, as the case may
be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the
imposition of a tax upon any REMIC (including but not limited to the tax on
prohibited transactions as defined in Code Section 860F(a)(2) and the tax on
prohibited contributions set forth on Section 860G(d) of the Code) (either such
event, an "Adverse REMIC Event") unless the Securities Administrator has
received a REMIC Opinion (at the expense of the party seeking to take such
action) to the effect that the contemplated action will not endanger such status
or result in the imposition of such a tax. In addition, prior to taking any
action with respect to any REMIC or the assets therein, or causing any REMIC to
take any action, which is not expressly permitted under the terms of this
Agreement, any Holder of a Residual Certificate will consult with the Securities
Administrator, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall
take any such action or cause any REMIC to take any such action as to which the
Securities Administrator has advised it in writing that an Adverse REMIC Event
could occur; provided, however, that if no Adverse REMIC Event would occur but
such action could result in the imposition of additional taxes on the Residual
Certificateholders, no such Person shall take any such action, or cause any
REMIC to take any such action without the written consent of the Residual
Certificateholders.

     (h) Each Holder of a Residual Certificate shall pay when due any and all
taxes imposed on the related REMIC by federal or state governmental authorities.
To the extent that such taxes are not paid by a Residual Certificateholder, the
Securities Administrator shall pay any remaining REMIC taxes out of current or
future amounts otherwise distributable to the Holder of the Residual Certificate
in any such REMIC or, if no such amounts are available, out of other amounts
held in the Distribution Account, and shall reduce amounts otherwise payable to
holders of regular interests in any such REMIC, as the case may be.

     (i) The Securities Administrator shall prepare and file with the Internal
Revenue Service ("IRS"), on behalf of each of REMIC 1 and the Upper Tier REMIC,
an application for an employer identification number on IRS Form SS-4 or by any
other acceptable method. The Securities Administrator shall also file a Form
8811 as required. The Securities Administrator, upon receipt from the IRS of the
Notice of Taxpayer Identification Number Assigned, shall upon request promptly
forward a copy of such notice to the Depositor. The Securities Administrator
shall furnish any other information that is required by the Code and regulations
thereunder to be made available to Certificateholders. The Depositor shall cause
each Servicer to provide the Securities Administrator with such information as
is necessary for the Securities Administrator to prepare such reports.

     (j) No additional contributions of assets shall be made to any REMIC,
except as expressly provided in this Agreement.

     (k) The Securities Administrator shall not enter into any arrangement by
which any REMIC will receive a fee or other compensation for services.


                                     -105-

<PAGE>

     (l) The Class A-R Holder shall act as "tax matters person" with respect to
each REMIC and irrevocably appoints the Securities Administrator to act as its
agent in such roles.

     (m) The Securities Administrator shall prepare or cause to be prepared on
behalf of the Trust Fund, based upon information calculated in accordance with
this Agreement pursuant to instructions given by the Depositor, the Trustee
shall sign, and the Securities Administrator shall file federal tax returns, all
in accordance with Section 9.12 hereof. The Securities Administrator shall
prepare and file, and the Trustee shall sign, such state income tax returns and
such other returns as may be required by applicable law relating to the Trust
Fund, and, if required by state law, and shall file any other documents to the
extent required by applicable state tax law (to the extent such documents are in
the Securities Administrator's possession). The Securities Administrator shall
forward copies to the Depositor of all such returns and Form 1099 supplemental
tax information and such other information within the control of the Securities
Administrator as the Depositor may reasonably request in writing, and shall
distribute to each Certificateholder such forms and furnish such information
within the control of the Securities Administrator as are required by the Code
and the REMIC Provisions to be furnished to them, and will prepare and
distribute to Certificateholders Form 1099 (supplemental tax information) (or
otherwise furnish information within the control of the Securities
Administrator) to the extent required by applicable law.

     (n) None of the Securities Administrator, the Trustee or the Depositor, as
assignees under this Agreement, shall provide any consent pursuant to this
Agreement or knowingly take any action under this Agreement that would conflict
with or violate the provisions of this Section 9.12.

     (o) The parties intend that the portion of the Trust Fund consisting of the
right to receive the payments distributable to the Class P Certificates shall be
treated as a "grantor trust" under the Code, for the benefit of the holders of
the Class P Certificates, and the provisions hereof shall be interpreted
consistently with this intention. In furtherance of such intention, the
Securities Administrator shall (i) furnish or cause to be furnished to the
holders of the Class P Certificates information regarding their allocable share
of the income with respect to such grantor trust and (ii) file or cause to be
filed with the Internal Revenue Service, and the Trustee shall sign, Form 1041
(together with any necessary attachments) and such other forms as may be
applicable.

     (p) Notwithstanding any other provision of this Agreement, the Securities
Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount on the
Mortgage Loans, that the Securities Administrator reasonably believes are
applicable under the Code. The consent of Certificateholders shall not be
required for such withholding. In the event the Securities Administrator
withholds any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Securities Administrator shall, together with its monthly
report to such Certificateholders, indicate such amount withheld.

     (q) The Trustee and the Securities Administrator agree to indemnify the
Trust Fund and the Depositor for any taxes and costs including, without
limitation, any reasonable attorneys


                                     -106-

<PAGE>

fees imposed on or incurred by the Trust Fund, the Depositor or the Trustee, as
a result of a breach of the Trustee's covenants and the Securities
Administrator's covenants, respectively, set forth in this Section 9.12;
provided, however, such liability and obligation to indemnify in this paragraph
shall not be joint and several and neither the Trustee nor the Securities
Administrator shall be liable or be obligated to indemnify the Trust Fund for
the failure by the other to perform any duty under this Agreement or the breach
by the other of any covenant in this Agreement.

     (r) The Securities Administrator covenants and agrees that it shall act as
agent (and the Securities Administrator is hereby appointed to act as agent) of
the Tax Matters Person on behalf of each of the REMICs provided for herein and
that in such capacity it shall: (a) to the extent that they are under its
control conduct the affairs of each of the REMICs provided for herein at all
times that any Certificates are outstanding so as to maintain the status of each
of the REMICs provided for herein as a REMIC under the REMIC Provisions; (b) not
knowingly or intentionally take any action or omit to take any action that would
cause the termination of the REMIC status of any of the REMICs provided for
herein or result in the imposition of tax upon any such REMIC; (c) not knowingly
or intentionally take any action or omit to take any action that would cause the
termination of the grantor trust status under Subpart E, Part I of Subchapter J
of the Code of any of the grantor trusts provided for herein or result in the
imposition of tax upon any such grantor trust; and (d) as and when necessary and
appropriate, represent each of the REMICs provided for herein in any
administrative or judicial proceedings relating to an examination or audit by
any governmental taxing authority, request an administrative adjustment as to
any taxable year of any of the REMICs provided for herein, enter into settlement
agreements with any governmental taxing agency, extend any statute of
limitations relating to any tax item of any of the REMICs provided for herein,
and otherwise act on behalf of each of the REMICs provided for herein in
relation to any tax matter involving any of such REMICs or any controversy
involving the Trust Fund.

     (s) Each of the Depositor, the Master Servicer, the Securities
Administrator and the Trustee agrees not to take or omit to take knowingly or
intentionally, any action or omit to take any action that would cause the
termination of the REMIC status of any of the REMICs provided for herein or
result in the imposition of a tax upon any of the REMICs provided for herein.

     (t) For the avoidance of doubt, any returns, records, reports or filings
required under this Section 9.12 and Section 9.12 of the Stack I Agreement, may
be prepared, maintained and filed in a consolidated manner that addresses the
requirements of the Pooling and Servicing Agreement taken as a whole.


                                     -107-

<PAGE>

                                    ARTICLE X
                                   TERMINATION

     Section 10.01 Termination upon Liquidation or Repurchase of all Mortgage
Loans.

     (a) Subject to Section 10.03, the obligations and responsibilities of the
Depositor, the Master Servicer, the Securities Administrator and the Trustee
created hereby with respect to that portion of the Trust Fund relating to the
Certificates shall terminate upon the earlier of (a) an Optional Termination and
(b) the later of (i) the maturity or other liquidation of the last Mortgage Loan
remaining in the Trust Fund (or any Monthly Advance with respect thereto) and
the disposition of all REO Property and (ii) the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
this Agreement, as applicable. In no event shall the trusts created hereby
continue beyond the earlier of (i) the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James's, living on the date hereof and
(ii) the Latest Possible Maturity Date.

     On or before the Determination Date following the Initial Optional
Termination Date, the Master Servicer may, at its option, terminate that portion
of the Trust Fund relating to the Certificates by purchasing all of the Mortgage
Loans and REO Properties at a price equal to the Optional Termination Price. In
connection with such termination, the Optional Termination Price shall be
delivered to the Securities Administrator no later than the Business Day
immediately preceding the related Distribution Date. Notwithstanding anything to
the contrary herein, the Optional Termination Amount paid to the Securities
Administrator by the Master Servicer shall be deposited by the Securities
Administrator directly into the Distribution Account immediately upon receipt.

     (b) For the avoidance of doubt, the obligations and responsibilities of the
Depositor, the Master Servicer, the Securities Administrator and the Trustee
created pursuant to the Stack I Agreement shall survive any termination pursuant
to this Section 10.01.

     Section 10.02 Final Distribution on the Certificates.

     If on any Determination Date, (i) the Securities Administrator determines
that there are no Outstanding Mortgage Loans and no other funds or assets in the
Trust Fund relating to the Mortgage Loans other than the funds in the Master
Servicer Collection Account, the Securities Administrator shall send a final
distribution notice promptly to each Certificateholder or (ii) the Securities
Administrator determines that a Class of Certificates shall be retired after a
final distribution on such Class, the Securities Administrator shall notify the
Certificateholders within seven (7) Business Days after such Determination Date
that the final distribution in retirement of such Class of Certificates is
scheduled to be made on the immediately following Distribution Date. Any final
distribution made pursuant to the immediately preceding sentence will be made
only upon presentation and surrender of the Certificates at the office of the
Securities Administrator.

     Notice of any partial termination of the Issuing Entity, specifying the
Distribution Date on which Certificateholders may surrender their Certificates
for payment of the final distribution


                                     -108-

<PAGE>

and cancellation, shall be given promptly by the Securities Administrator by
letter to Certificateholders mailed no later than the last calendar day of the
month immediately preceding the month of such final distribution. Any such
notice shall specify (a) the Distribution Date upon which final distribution on
the Certificates will be made upon presentation and surrender of Certificates at
the office therein designated, (b) the location of the office or agency at which
such presentation and surrender must be made, and (c) that the Record Date
otherwise applicable to such Distribution Date is not applicable, distributions
being made only upon presentation and surrender of the Certificates at the
office therein specified. The Securities Administrator will give such notice to
each Rating Agency at the time such notice is given to Certificateholders.

     In the event such notice is given, the Master Servicer shall cause all
funds in the Master Servicer Collection Account to be deposited in the
Distribution Account on the Business Day prior to the applicable Distribution
Date in an amount equal to the final distribution in respect of the
Certificates. Upon receipt of written notice of such final deposit with respect
to the Issuing Entity and the receipt by the Trustee, or its Custodian, of a
Request for Release therefor, the Trustee, or its Custodian, shall promptly
release to the Securities Administrator or the Master Servicer, as applicable,
the Mortgage Files for the Mortgage Loans.

     Upon presentation and surrender of the Certificates, the Securities
Administrator shall cause to be distributed to Certificateholders of each Class
the amounts allocable to such Certificates held in the Distribution Account in
the order and priority set forth in Section 6.01 hereof on the final
Distribution Date and in proportion to their respective Percentage Interests.

     In the event that any affected Certificateholders shall not surrender
Certificates for cancellation within six months after the date specified in the
above-mentioned written notice, the Securities Administrator shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Securities
Administrator may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets that remain a part of the Issuing Entity. If within one
year after the second notice all Certificates shall not have been surrendered
for cancellation, the Class A-R Certificateholders shall be entitled to all
unclaimed funds and other assets of the Issuing Entity that remain subject
hereto. Upon payment to the Class A-R Certificateholders of such funds and
assets, the Securities Administrator shall have no further duties or obligations
with respect thereto.

     Section 10.03 Additional Termination Requirements.

     (a) In the event the Securities Administrator or the Master Servicer
exercises its purchase option as provided in Section 10.01, that portion of the
Trust Fund relating to the Mortgage Loans shall be terminated in accordance with
the following additional requirements, unless the Securities Administrator shall
have been furnished with an Opinion of Counsel to the effect that the failure of
the Issuing Entity to comply with the requirements of this Section will not (i)
result in the imposition of taxes on "prohibited transactions" of the Issuing
Entity as defined in Section 860F of the Code or (ii) cause any REMIC
constituting part of the Issuing Entity to fail to qualify as a REMIC at any
time that any Certificates are outstanding:


                                     -109-

<PAGE>

          (i) Within 90 days prior to the final Distribution Date, the
     Securities Administrator shall adopt and sign a plan of complete
     liquidation of the Issuing Entity as provided to it by the terminating
     purchaser, meeting the requirements of a "qualified liquidation" under
     Section 860F of the Code and any regulations thereunder; and

          (ii) At or after the time of adoption of such a plan of complete
     liquidation and at or prior to the final Distribution Date, the Securities
     Administrator shall sell all of the assets of the Issuing Entity for cash
     pursuant to the terms of the plan of complete liquidation.

     (b) By their acceptance of Certificates, the Holders thereof hereby agree
to appoint the Securities Administrator as their attorney in fact to: (i) adopt
such a plan of complete liquidation (and the Certificateholders hereby appoint
the Securities Administrator as their attorney in fact to sign such plan) as
appropriate and (ii) to take such other action in connection therewith as may be
reasonably required to carry out such plan of complete liquidation all in
accordance with the terms hereof.

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

     Section 11.01 Intent of Parties. The parties intend that each REMIC shall
be treated as a REMIC for federal income tax purposes and that the provisions of
this Agreement should be construed in furtherance of this intent.

     Section 11.02 Amendment.

     (a) This Agreement may be amended from time to time by the Depositor, the
Master Servicer, the Securities Administrator and the Trustee, and without the
consent of any of the Certificateholders to:

               (i) to cure any ambiguity or correct any mistake,

               (ii) to correct, modify or supplement any provision herein which
     may be inconsistent with any other provision herein,

               (iii) to add any other provisions with respect to matters or
     questions arising under this Agreement, or

               (iv) to modify, alter, amend, add to or rescind any of the terms
     or provisions contained in this Agreement; provided, however, that, in the
     case of clauses (iii) and (iv), such amendment will not, as evidenced by an
     Opinion of Counsel addressed to the Securities Administrator to such
     effect, adversely affect in any material respect the interests of any
     Certificateholder; provided, further, however, that such amendment will be
     deemed to not adversely affect in any material respect the interest of any
     Holder if the Person requesting such amendment obtains a letter from each
     Rating Agency stating that such amendment will not result in a reduction or
     withdrawal of its rating of any Class of


                                     -110-

<PAGE>

     the Certificates, it being understood and agreed that any such letter in
     and of itself will not represent a determination as to the materiality of
     any such amendment and will represent a determination only as to the credit
     issues affecting any such rating.

     Notwithstanding the foregoing, without the consent of the
Certificateholders, the Depositor, the Master Servicer, the Securities
Administrator and the Trustee may at any time and from time to time amend this
Agreement to modify, eliminate or add to any of its provisions to such extent as
shall be necessary or appropriate to maintain the qualification of any of the
REMICs provided for herein as REMICs under the Code or to avoid or minimize the
risk of the imposition of any tax on the Issuing Entity or any of the REMICs
provided for herein pursuant to the Code that would be a claim against the
Issuing Entity at any time prior to the final redemption of the Certificates,
provided that the Trustee and the Securities Administrator shall have been
provided an Opinion of Counsel addressed to the Trustee and the Securities
Administrator, which opinion shall be an expense of the party requesting such
amendment but in any case shall not be an expense of the Trustee and the
Securities Administrator, to the effect that such action is necessary or
appropriate to maintain such qualification or to avoid or minimize the risk of
the imposition of such a tax.

     (b) This Agreement may also be amended from time to time by the Master
Servicer, the Depositor, the Securities Administrator and the Trustee, and the
Assignment Agreements may also be amended from time to time by the Master
Servicer and the Trustee, with the consent of the Holders of Certificates
evidencing Percentage Interests aggregating not less than 51% of the Class
Certificate Balance of the Certificates or of the applicable Class or Classes,
if such amendment affects only such Class or Classes, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall (i) reduce
in any manner the amount of, or delay the timing of, payments received on
Mortgage Loans which are required to be distributed on any Regular Certificate
without the consent of the Holder of such Regular Certificate, or (ii) reduce
the aforesaid percentage of Certificates the Holders of which are required to
consent to any such amendment, without the consent of the Holders of all
Certificates then outstanding. Notwithstanding any contrary provision of this
Agreement, the Trustee shall not consent to any amendment to this Agreement
unless it shall have first received an Opinion of Counsel addressed to the
Trustee, which opinion shall be an expense of the party requesting such
amendment but in any case shall not be an expense of the Trustee, to the effect
that such amendment is permitted hereunder and will not cause the imposition of
any tax on the Issuing Entity, any of the REMICs provided for herein or the
Certificateholders or cause any of the REMICs provided for herein to fail to
qualify as a REMIC at any time that any Certificates are outstanding.

     (c) Promptly after the execution of any such amendment, the Securities
Administrator shall furnish a copy of such amendment or written notification of
the substance of such amendment to each Certificateholder, with a copy to the
Rating Agencies.

     (d) In the case of an amendment under Subsection 11.02(b) above, it shall
not be necessary for the Certificateholders to approve the particular form of
such an amendment. Rather, it shall be sufficient if the Certificateholders
approve the substance of the amendment. The manner of obtaining such consents
and of evidencing the authorization of the execution


                                     -111-

<PAGE>

thereof by Certificateholders shall be subject to such reasonable regulations as
the Trustee may prescribe.

     (e) Prior to the execution of any amendment to this Agreement, the Trustee
shall be entitled to receive and rely upon an Opinion of Counsel stating that
the execution of such amendment is authorized or permitted by this Agreement and
will not adversely affect the status of any REMIC created hereunder. The Trustee
and the Securities Administrator may, but shall not be obligated to, enter into
any such amendment which affects the Trustee's or the Securities Administrator's
own respective rights, duties or immunities under this Agreement.

     (f) Notwithstanding the above, this Agreement may not be amended in any
manner that would adversely affect any Servicer without the written consent of
such Servicer.

     Section 11.03 Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public recording office or elsewhere. The Depositor
shall effect such recordation, at the expense of the Issuing Entity upon the
request in writing of a Certificateholder, but only if such direction is
accompanied by an Opinion of Counsel (provided at the expense of the
Certificateholder requesting recordation) to the effect that such recordation
would materially and beneficially affect the interests of the Certificateholders
or is required by law.

     Section 11.04 Limitation on Rights of Certificateholders.

     (a) The death or incapacity of any Certificateholder shall not terminate
this Agreement or the Issuing Entity, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Issuing Entity, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

     (b) Except as expressly provided in this Agreement, no Certificateholders
shall have any right to vote or in any manner otherwise control the operation
and management of the Issuing Entity, or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to establish the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholders be under any liability to any third Person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

     (c) No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon, under or with respect to this Agreement against the Depositor, the
Securities Administrator, the Master Servicer or any successor to any such
parties unless (i) such Certificateholder previously shall have given to the
Trustee a written notice of a continuing default, as herein provided, (ii) the
Holders of Certificates evidencing Percentage Interests aggregating not less
than 51% of the Trust Fund shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs and expenses and liabilities to be incurred therein or
thereby, and (iii) the Trustee, for 60 days after its receipt of such notice,


                                     -112-

<PAGE>

request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding.

     (d) No one or more Certificateholders shall have any right by virtue of any
provision of this Agreement to affect the rights of any other Certificateholders
or to obtain or seek to obtain priority or preference over any other such
Certificateholder, or to enforce any right under this Agreement, except in the
manner herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section 11.04, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

     Section 11.05 Acts of Certificateholders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by
Certificateholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Certificateholders in person or by
an agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is expressly required, to the
Depositor. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee and the Depositor, if made in the manner
provided in this Section 11.05.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the individual executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

     (c) The ownership of Certificates (notwithstanding any notation of
ownership or other writing on such Certificates, except an endorsement in
accordance with Section 5.02 made on a Regular Certificate presented in
accordance with Section 5.04) shall be proved by the Certificate Register, and
neither the Trustee, the Securities Administrator, the Depositor, the Master
Servicer nor any successor to any such parties shall be affected by any notice
to the contrary.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action of the holder of any Regular Certificate shall bind every future
holder of the same Regular Certificate and the holder of every Regular
Certificate issued upon the registration of transfer or exchange thereof, if
applicable, or in lieu thereof with respect to anything done, omitted or
suffered to be done by the Trustee, the Securities Administrator, the Depositor,
the Master Servicer or any successor to any such party in reliance thereon,
whether or not notation of such action is made upon such Certificates.


                                     -113-

<PAGE>

     (e) In determining whether the Holders of the requisite percentage of
Certificates evidencing Percentage Interests have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Certificates
owned by the Trustee, the Securities Administrator, the Depositor, the Master
Servicer or any Affiliate thereof shall be disregarded, except as otherwise
provided in Section 11.02(b) and except that, in determining whether the
Securities Administrator or the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Certificates which a Responsible Officer of the Trustee knows to be so owned
shall be so disregarded. Certificates which have been pledged in good faith to
the Trustee, the Securities Administrator, the Depositor, the Master Servicer or
any Affiliate thereof may be regarded as outstanding if the pledgor establishes
to the satisfaction of the Securities Administrator the pledgor's right to act
with respect to such Certificates and that the pledgor is not an Affiliate of
the Trustee, the Securities Administrator, the Depositor, or the Master
Servicer, as the case may be.

     Section 11.06 Governing Law. THIS AGREEMENT AND THE CERTIFICATES SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO ITS CONFLICT OF LAWS RULES AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     Section 11.07 Notices. All demands and notices hereunder shall be in
writing and shall be deemed given when delivered at (including delivery by
facsimile) or mailed by registered mail, return receipt requested, postage
prepaid, or by recognized overnight courier, to (i) in the case of the
Depositor, 4 World Financial Center, New York, New York 10281, Attention: Vice
President-Servicing, telecopier number: (212) 449-1000, or to such other address
as may hereafter be furnished to the other parties hereto in writing; (ii) in
the case of the Trustee, at its Corporate Trust Office, or such other address as
may hereafter be furnished to the other parties hereto in writing; (iii) in the
case of the Master Servicer or Securities Administrator, Wells Fargo Bank, N.A.,
P.O. Box 98, Columbia, Maryland 21046, Attention: Client Manager MANA Series
2007-AF1, or, in the case of overnight deliveries, 9062 Old Annapolis Road,
Columbia, Maryland 21045-1951, Attention: Client Manager MANA Series 2007-AF1,
facsimile no.: (410) 715-2380, or such other address as may hereafter be
furnished to the other parties hereto in writing; (iv) in the case of the
Custodian, Wells Fargo Bank, N.A., 1015 10th Avenue Southeast, MS 0031,
Minneapolis, Minnesota 55414, Attention: MANA Series 2007-AF1; or such other
address as may hereafter be furnished to the other parties hereto in writing; or
(v) in the case of the Rating Agencies, Moody's Investors Service, Inc., 99
Church Street, 4th Floor, New York, New York 10007 and Standard & Poor's, a
division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York
10041. Any notice delivered to the Depositor, the Trustee, the Securities
Administrator or the Master Servicer under this Agreement shall be effective
only upon receipt. Any notice required or permitted to be mailed to a
Certificateholder, unless otherwise provided herein, shall be given by
first-class mail, postage prepaid, at the address of such Certificateholder as
shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given when mailed, whether or not the Certificateholder receives such notice.

     Section 11.08 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held


                                     -114-

<PAGE>

invalid, then such covenants, agreements, provisions or terms shall be deemed
severed from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement or of the Certificates or the rights of the holders
thereof.

     Section 11.09 Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the respective successors and
assigns of the parties hereto.

     Section 11.10 Article and Section Headings. The article and section
headings herein are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.

     Section 11.11 Counterparts. This Agreement may be executed in two or more
counterparts each of which when so executed and delivered shall be an original
but all of which together shall constitute one and the same instrument.

     Section 11.12 Notice to Rating Agencies. The article and section headings
herein are for convenience of reference only, and shall not limited or otherwise
affect the meaning hereof. The Trustee shall promptly provide notice to each
Rating Agency with respect to each of the following of which it has actual
knowledge:

     1. Any material change or amendment to this Agreement or the Servicing
Agreements;

     2. The occurrence of any Event of Default that has not been cured;

     3. The resignation or termination of the Trustee, the Master Servicer or
the Securities Administrator;

     4. The repurchase or substitution of Mortgage Loans;

     5. The final payment to Certificateholders; and

     6. Any change in the location of the Master Servicer Collection Account or
the Distribution Account.

     Section 11.13 Third Party Rights. The Custodian shall be deemed a third
party beneficiary of this Agreement regarding provisions related to indemnifying
the Custodian so long as the Custodian remains custodian under the Custodial
Agreement.

                                   ARTICLE XII
                              REMIC ADMINISTRATION

     Section 12.01 [Reserved].

     Section 12.02 Prohibited Transactions and Activities. Neither the Depositor
nor the Securities Administrator shall sell, dispose of, or substitute for any
of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure
of a Mortgage Loan, (ii) the bankruptcy of


                                     -115-

<PAGE>

the Trust Fund, (iii) the termination of each REMIC pursuant to Article X of
this Agreement, (iv) a substitution pursuant to Article II of this Agreement or
(v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor
acquire any assets for any REMIC, nor sell or dispose of any investments in the
Distribution Account for gain, nor accept any contributions to any REMIC after
the Closing Date, unless it has received an Opinion of Counsel (at the expense
of the party causing such sale, disposition, or substitution) that such
disposition, acquisition, substitution, or acceptance will not (a) affect
adversely the status of any such REMIC as a REMIC or of the interests therein
other than the Residual Certificate as the regular interests therein, (b) affect
the distribution of interest or principal on the Certificates, (c) result in the
encumbrance of the assets transferred or assigned to the Trust Fund (except
pursuant to the provisions of this Agreement) or (d) cause any such REMIC to be
subject to any tax including a tax on prohibited transactions or prohibited
contributions pursuant to the REMIC Provisions.

     Section 12.03 Indemnification with Respect to Prohibited Transactions or
Loss of REMIC Status. In the event that a REMIC fails to qualify as a REMIC,
loses its status as a REMIC, or incurs federal, state or local taxes as a result
of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by the Securities Administrator of
its duties and obligations set forth herein, the Securities Administrator shall
indemnify the Certificateholders of the related Residual Certificate against any
and all losses, claims, damages, liabilities or expenses ("Losses") resulting
from such negligence; provided, however, that the Securities Administrator shall
not be liable for any such Losses attributable to the action or inaction of the
Depositor or the Holder of the Residual Certificate, nor for any such Losses
resulting from misinformation provided by any of the foregoing parties on which
the Securities Administrator has relied. Notwithstanding the foregoing, however,
in no event shall the Trustee or the Securities Administrator have any liability
(1) for any action or omission that is taken in accordance with and in
compliance with the express terms of, or which is expressly permitted by the
terms of, this Agreement or the Mortgage Loan Purchase Agreement, (2) for any
Losses other than arising out of malfeasance, willful misconduct or negligent
performance by the Securities Administrator with respect to its duties and
obligations set forth herein, and (3) for any special or consequential damages
to Certificateholders of the related Residual Certificate (in addition to
payment of principal and interest on the Certificates).

     Section 12.04 REO Property.

     (a) Notwithstanding any other provision of this Agreement, the Securities
Administrator shall not, except to the extent provided in this Agreement for
which the Securities Administrator is obligated to perform, knowingly permit any
Servicer to rent, lease, otherwise earn income or take any other action on
behalf of any REMIC with respect to any REO Property which might cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
section 860G(a)(8) of the Code or result in the receipt by any REMIC of any
"income from non-permitted assets" within the meaning of section 860F(a)(2) of
the Code or any "net income from foreclosure property" which is subject to tax
under the REMIC Provisions unless the Servicer has provided to the Securities
Administrator an Opinion of Counsel concluding that, under the REMIC Provisions,
such action would not adversely affect the status of any REMIC as a REMIC and
any income generated for any REMIC by the REO Property would not result in the
imposition of a tax upon such REMIC.


                                      -116-

<PAGE>

     (b) The Depositor shall cause each Servicer (to the extent provided in the
applicable Servicing Agreement) to make reasonable efforts to sell any REO
Property for its fair market value. In any event, however, the Depositor shall,
or shall cause the Servicer (to the extent provided in this Agreement) to,
dispose of any REO Property within three years of its acquisition by the Issuing
Entity unless the Depositor or such Servicer (on behalf of the Issuing Entity)
has received a grant of extension from the Internal Revenue Service to the
effect that, under the REMIC Provisions and any relevant proposed legislation
and under applicable state law, the REMIC may hold REO Property for a longer
period without adversely affecting the REMIC status of such REMIC or causing the
imposition of a Federal or state tax upon such REMIC. If such an extension has
been received, then the Depositor, acting on behalf of the Trustee hereunder,
shall, or shall cause the Servicer to, continue to attempt to sell the REO
Property for its fair market value for such period longer than three years as
such extension permits (the "Extended Period"). If such an extension has not
been received and the Depositor or the Servicer, acting on behalf of the Issuing
Entity hereunder, is unable to sell the REO Property within 33 months after its
acquisition by the Issuing Entity or if such an extension, has been received and
the Depositor or the Servicer is unable to sell the REO Property within the
period ending three months before the close of the Extended Period, the
Depositor shall cause the Servicer, before the end of the three year period or
the Extended Period, as applicable, to (i) purchase such REO Property at a price
equal to the REO Property's fair market value or (ii) auction the REO Property
to the highest bidder (which may be the Servicer) in an auction reasonably
designed to produce a fair price prior to the expiration of the three-year
period or the Extended Period, as the case may be.


                                     -117-

<PAGE>

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

                                        MERRILL LYNCH MORTGAGE
                                        INVESTORS, INC.,
                                        as Depositor


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


                                        HSBC BANK USA, NATIONAL ASSOCIATION,
                                        as Trustee


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


                                        WELLS FARGO BANK, N.A.,
                                        as Master Servicer


                                        By:
                                            ------------------------------------
                                        Name: Michael Pinzon
                                        Title: Vice President


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


                                        By:
                                            ------------------------------------
                                        Name: Michael Pinzon
                                        Title: Vice President