<PAGE>

                                                                     Exhibit 4.1

                                                                  EXECUTION COPY

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.,
                                    Depositor

                        LASALLE BANK NATIONAL ASSOCIATION
                  Master Servicer and Securities Administrator

                            LITTON LOAN SERVICING LP,
                                    Servicer

                          WILSHIRE CREDIT CORPORATION,
                                    Servicer

                        OPTION ONE MORTGAGE CORPORATION,
                                    Servicer

                                       and

                                 CITIBANK, N.A.,
                                     Trustee

                                   ----------

                         POOLING AND SERVICING AGREEMENT
                            Dated as of March 1, 2007

                                   ----------

                     MERRILL LYNCH MORTGAGE INVESTORS TRUST,
            MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2007-HE2

<PAGE>

<TABLE>
<S>                                                                         <C>
ARTICLE I    DEFINITIONS.................................................     11

ARTICLE II   CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
             WARRANTIES..................................................     63
   SECTION 2.01.  Conveyance of Mortgage Loans...........................     63
   SECTION 2.02.  Acceptance by the Trustee of the Mortgage Loans........     66
   SECTION 2.03.  Representations, Warranties and Covenants of
                  the Depositor..........................................     68
   SECTION 2.04.  Representations and Warranties of the Master Servicer;
                  the Servicers; the Securities Administrator;...........     72
   SECTION 2.05.  Substitutions and Repurchases of Mortgage Loans that
                  are not "Qualified Mortgages"..........................     77
   SECTION 2.06.  Authentication and Delivery of Certificates............     77
   SECTION 2.07.  REMIC Elections........................................     77
   SECTION 2.08.  Covenants of the Servicers.............................     82
   SECTION 2.09.  Permitted Activities of the Trust......................     83
   SECTION 2.10.  Qualifying Special Purpose Entity......................     83
   SECTION 2.11.  Depositor Notification of NIM Notes....................     83

ARTICLE III  ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..............     83
   SECTION 3.01.  Servicers to Service Mortgage Loans....................     83
   SECTION 3.02.  Servicing and Subservicing; Enforcement of the
                  Obligations of the Servicers...........................     85
   SECTION 3.03.  Rights of the Depositor, the Securities Administrator,
                  the Master Servicer and the Trustee in Respect of the
                  Servicers..............................................     86
   SECTION 3.04.  Master Servicer to Act as Servicer.....................     86
   SECTION 3.05.  Collection of Mortgage Loan Payments; Collection
                  Accounts; Master Servicer Collection Account;
                  Certificate Account....................................     87
   SECTION 3.06.  Collection of Taxes, Assessments and Similar Items;
                  Escrow Accounts........................................     91
   SECTION 3.07.  Access to Certain Documentation and Information
                  Regarding the Mortgage Loans...........................     92
   SECTION 3.08.  Permitted Withdrawals from the Collection Accounts,
                  Master Servicer Collection Account and Certificate
                  Account................................................     92
   SECTION 3.09.  [RESERVED].............................................     95
   SECTION 3.10.  Maintenance of Hazard Insurance........................     95
   SECTION 3.11.  Enforcement of Due-On-Sale Clauses; Assumption
                  Agreements.............................................     96
   SECTION 3.12.  Realization Upon Defaulted Mortgage Loans;
                  Determination of Excess Proceeds; Special Loss
                  Mitigation.............................................     97
</TABLE>


                                        i

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   SECTION 3.13.  Trustee to Cooperate; Release of Mortgage Files........    100
   SECTION 3.14.  Documents, Records and Funds in Possession of
                  Servicers to be Held for the Trustee...................    101
   SECTION 3.15.  Servicing Compensation.................................    102
   SECTION 3.16.  Access to Certain Documentation........................    102
   SECTION 3.17.  Annual Statement as to Compliance......................    103
   SECTION 3.18.  Annual Independent Public Accountants' Servicing
                  Statement; Financial Statements........................    103
   SECTION 3.19.  Rights of the NIMs Insurer.............................    106
   SECTION 3.20.  Periodic Filings.......................................    106
   SECTION 3.21.  Indemnification by Securities Administrator............    110
   SECTION 3.22.  Indemnification by Servicers...........................    110
   SECTION 3.23.  Prepayment Charge Reporting Requirements...............    111
   SECTION 3.24.  Information to the Master Servicer.....................    111
   SECTION 3.25.  Indemnification........................................    111
   SECTION 3.26.  Nonsolicitation........................................    113
   SECTION 3.27.  High Cost Mortgage Loans...............................    113
   SECTION 3.28.  Special Servicing Agreements...........................    113
   SECTION 3.29.  Subordination of Liens.................................    114

ARTICLE IV   DISTRIBUTIONS...............................................    114
   SECTION 4.01.  Advances...............................................    114
   SECTION 4.02.  Reduction of Servicing Compensation in Connection with
                  Prepayment Interest Shortfalls.........................    115
   SECTION 4.03.  Distributions on the REMIC Interests...................    116
   SECTION 4.04.  Distributions..........................................    116
   SECTION 4.05.  Monthly Statements to Certificateholders...............    125

ARTICLE V    THE CERTIFICATES............................................    129
   SECTION 5.01.  The Certificates.......................................    129
   SECTION 5.02.  Certificate Register; Registration of Transfer and
                  Exchange of Certificates...............................    131
   SECTION 5.03.  Mutilated, Destroyed, Lost or Stolen Certificates......    135
   SECTION 5.04.  Persons Deemed Owners..................................    136
   SECTION 5.05.  Access to List of Certificateholders' Names and
                  Addresses..............................................    136
   SECTION 5.06.  Book-Entry Certificates................................    136
</TABLE>


                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   SECTION 5.07.  Notices to Depository..................................    137
   SECTION 5.08.  Definitive Certificates................................    137
   SECTION 5.09.  Maintenance of Office or Agency........................    138
   SECTION 5.10.  Authenticating Agents..................................    138

ARTICLE VI   THE DEPOSITOR, THE MASTER SERVICER, THE SERVICERS AND
             THE SECURITIES ADMINISTRATOR................................    139
   SECTION 6.01.  Respective Liabilities of the Depositor, the Master
                  Servicer, the Servicers and the Securities
                  Administrator..........................................    139
   SECTION 6.02.  Merger or Consolidation of the Depositor, the Master
                  Servicer, the Servicers or the Securities
                  Administrator..........................................    139
   SECTION 6.03.  Limitation on Liability of the Depositor, the
                  Securities Administrator, the Master Servicer, the
                  Servicers and Others...................................    140
   SECTION 6.04.  Limitation on Resignation of a Servicer................    141
   SECTION 6.05.  Errors and Omissions Insurance; Fidelity Bonds.........    142
   SECTION 6.06.  Limitation on Resignation of the Master Servicer.......    142
   SECTION 6.07.  Assignment of Master Servicing.........................    142

ARTICLE VII  DEFAULT; TERMINATION OF SERVICER............................    143
   SECTION 7.01.  Events of Default......................................    143
   SECTION 7.02.  Master Servicer to Act; Appointment of Successor.......    146
   SECTION 7.03.  Notification to Certificateholders.....................    147

ARTICLE VIII CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR.....    148
   SECTION 8.01.  Duties of the Trustee and the Securities
                  Administrator..........................................    148
   SECTION 8.02.  Certain Matters Affecting the Trustee and the
                  Securities Administrator...............................    149
   SECTION 8.03.  Trustee and Securities Administrator Not Liable for
                  Certificates or Mortgage Loans.........................    151
   SECTION 8.04.  Trustee and Securities Administrator May Own
                  Certificates...........................................    151
   SECTION 8.05.  Trustee's and Securities Administrator's Fees
                  and Expenses...........................................    151
   SECTION 8.06.  Indemnification and Expenses of Trustee................    152
   SECTION 8.07.  Eligibility Requirements for Trustee...................    153
   SECTION 8.08.  Resignation and Removal of Trustee and Securities
                  Administrator..........................................    153
   SECTION 8.09.  Successor Trustee......................................    154
   SECTION 8.10.  Merger or Consolidation of Trustee.....................    155
   SECTION 8.11.  Appointment of Co-Trustee or Separate Trustee..........    155
</TABLE>


                                       iii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   SECTION 8.12.  Tax Matters............................................    156

ARTICLE IX   TERMINATION.................................................    158
   SECTION 9.01.  Termination upon Liquidation or Repurchase of all
                  Mortgage Loans.........................................    158
   SECTION 9.02.  Final Distribution on the Certificates.................    160
   SECTION 9.03.  Additional Termination Requirements....................    161

ARTICLE X    MISCELLANEOUS PROVISIONS....................................    163
   SECTION 10.01. Amendment..............................................    163
   SECTION 10.02. Counterparts...........................................    165
   SECTION 10.03. Governing Law..........................................    165
   SECTION 10.04. Intention of Parties...................................    165
   SECTION 10.05. Notices................................................    166
   SECTION 10.06. Severability of Provisions.............................    167
   SECTION 10.07. Assignment.............................................    167
   SECTION 10.08. Limitation on Rights of Certificateholders.............    168
   SECTION 10.09. Inspection and Audit Rights............................    169
   SECTION 10.10. Certificates Nonassessable and Fully Paid..............    169
   SECTION 10.11. Compliance with Regulation AB..........................    169
   SECTION 10.12. Third Party Rights.....................................    170
   SECTION 10.13. Additional Rights of the NIMs Insurer..................    170

ARTICLE XI   ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS...    170
   SECTION 11.01. Master Servicer........................................    170
   SECTION 11.02. Monitoring of Servicers................................    171
   SECTION 11.03. Fidelity Bond..........................................    172
   SECTION 11.04. Power to Act; Procedures...............................    173
   SECTION 11.05. Documents, Records and Funds in Possession of
                  Master Servicer to Be Held for Trustee.................    173
   SECTION 11.06. Trustee to Retain Possession of Certain Insurance
                  Policies and Documents.................................    173
   SECTION 11.07. Compensation for the Master Servicer and the
                  Securities Administrator...............................    174
   SECTION 11.08. Annual Statement as to Compliance......................    174
</TABLE>


                                       iv

<PAGE>

EXHIBIT A     FORMS OF CERTIFICATES
EXHIBIT B     MORTGAGE LOAN SCHEDULE
EXHIBIT C     [RESERVED]
EXHIBIT D     FORM OF INITIAL CERTIFICATION
EXHIBIT E-1   FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT
EXHIBIT E-2   FORM OF CLASS R TRANSFEROR'S AFFIDAVIT
EXHIBIT F     FORM OF TRANSFEROR CERTIFICATE
EXHIBIT G     FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR)
EXHIBIT H     FORM OF RULE 144A LETTER (QUALIFIED INSTITUTIONAL BUYER)
EXHIBIT I     FORM OF REQUEST FOR RELEASE
EXHIBIT J     [RESERVED]
EXHIBIT K     FORM OF OFFICER'S CERTIFICATE OF SECURITIES ADMINISTRATOR
EXHIBIT L     FORM OF OFFICER'S CERTIFICATE OF SERVICER
EXHIBIT M-1   FORM OF CLASS A-1 CAP CONTRACT
EXHIBIT M-2   FORM OF CLASS A-2 CAP CONTRACT
EXHIBIT M-3   FORM OF SUBORDINATE CERTIFICATES CAP CONTRACT
EXHIBIT N-1   ONE-MONTH LIBOR CAP TABLE -- CLASS A-1 CAP CONTRACT
EXHIBIT N-2   ONE-MONTH LIBOR CAP TABLE -- CLASS A-2 CAP CONTRACT
EXHIBIT N-3   ONE-MONTH LIBOR CAP TABLE -- SUBORDINATE CERTIFICATES CAP CONTRACT
EXHIBIT O     FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER TO
              REGULATION S BOOK-ENTRY CERTIFICATE FROM A HOLDER OF A RULE
              144A BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE
EXHIBIT P     FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER PURSUANT TO
              RULE 144A FROM A HOLDER OF A REGULATION S BOOK-ENTRY CERTIFICATE
              OR DEFINITIVE CERTIFICATE
EXHIBIT Q     FORM OF SWAP AGREEMENT
EXHIBIT R     FORM OF ASSESSMENT OF COMPLIANCE
EXHIBIT S     SERVICING CRITERIA TO BE ADDRESSED
EXHIBIT T     FORM OF SARBANES-OXLEY CERTIFICATION
EXHIBIT U     FORM OF ITEM 1123 CERTIFICATION OF SERVICER
SCHEDULE X
SCHEDULE Y
SCHEDULE Z


                                        v
<PAGE>

     POOLING AND SERVICING AGREEMENT, (the "Agreement") dated as of March 1,
2007, among MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware corporation, as
depositor (the "Depositor"), LASALLE BANK NATIONAL ASSOCIATION, a national
banking association, as master servicer (the "Master Servicer") and securities
administrator (the "Securities Administrator"), LITTON LOAN SERVICING LP, a
Delaware limited partnership, as a servicer ("Litton"), WILSHIRE CREDIT
CORPORATION, a Nevada corporation, as a servicer ("Wilshire"), OPTION ONE
MORTGAGE CORPORATION, a California corporation ("Option One," and together with
Litton and Wilshire, each a "Servicer" and together, the "Servicers"), and
CITIBANK, N.A., a national banking association, as trustee (the "Trustee").

     The Depositor is the owner of the Trust Fund that is hereby conveyed to the
Trustee in return for the Certificates. The Trust Fund for federal income tax
purposes will consist of (i) three real estate mortgage investment conduits,
(ii) the right to receive payments distributable to the Class P Certificates
pursuant to Section 4.04(b)(i) hereof, (iii) each Corridor Contract and the
Corridor Contract Account, (iv) the Grantor Trusts described in Section 2.07
hereof and (v) the Supplemental Interest Trust, which in turn will hold the Swap
Agreement and the Cap Contract. The SWAP REMIC will consist of all of the assets
constituting the Trust Fund (other than the assets described in clauses (ii),
(iii), (iv) and (v) above, other than the SWAP REMIC Regular Interests and other
than the Lower Tier REMIC Regular Interests) and will be evidenced by the SWAP
REMIC Regular Interests (which will be uncertificated and will represent the
"regular interests" in the SWAP REMIC) and the Class SWR Interest as the single
"residual interest" in the SWAP REMIC. The Lower Tier REMIC will consist of SWAP
REMIC Regular Interests and will be evidenced by the Lower Tier REMIC Regular
Interests (which will be uncertificated and will represent the "regular
interests" in the Lower Tier REMIC) and the Class LTR Interest as the single
"residual interest" in the Lower Tier REMIC. The Trustee on behalf of the Trust
will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will
consist of the Lower Tier REMIC Regular Interests and will be evidenced by the
REMIC Regular Interests (which will represent the "regular interests" in the
Upper Tier REMIC) and the Residual Interest as the single "residual interest" in
the Upper Tier REMIC. The Class R Certificate will represent beneficial
ownership of the Class SWR Interest, the Class LTR Interest and the Residual
Interest. The "latest possible maturity date" for federal income tax purposes of
all interests created hereby will be the Latest Possible Maturity Date.

     All covenants and agreements made by the Sponsor in the Sale Agreement and
by the Depositor and the Trustee herein with respect to the Mortgage Loans and
the other property constituting the Trust Fund are for the benefit of the
Holders from time to time of the Certificates and, to the extent provided
herein, the NIMs Insurer.

THE SWAP REMIC

The following table sets forth the designations, initial principal balances and
interest rates for each interest in the SWAP REMIC:

<TABLE>
<CAPTION>
               Initial        Interest
Class     Principal Balance     Rate
-----     -----------------   --------
<S>       <C>                 <C>
1-SW1      $108,415,763.439      (1)
1-SW1A     $  8,697,777.783      (2)
1-SW1B     $  8,697,777.783      (3)
1-SW2A     $  9,284,138.268      (2)
1-SW2B     $  9,284,138.268      (3)
1-SW3A     $  9,275,595.588      (2)
</TABLE>


                                       1

<PAGE>

<TABLE>
<S>       <C>                 <C>
1-SW3B     $  9,275,595.588      (3)
1-SW4A     $  8,645,994.220      (2)
1-SW4B     $  8,645,994.220      (3)
1-SW5A     $  7,922,133.243      (2)
1-SW5B     $  7,922,133.243      (3)
1-SW6A     $  7,359,045.540      (2)
1-SW6B     $  7,359,045.540      (3)
1-SW7A     $  6,892,276.479      (2)
1-SW7B     $  6,892,276.479      (3)
1-SW8A     $  6,506,632.976      (2)
1-SW8B     $  6,506,632.976      (3)
1-SW9A     $  6,223,665.110      (2)
1-SW9B     $  6,223,665.110      (3)
1-SW10A    $  5,901,751.975      (2)
1-SW10B    $  5,901,751.975      (3)
1-SW11A    $  6,054,106.875      (2)
1-SW11B    $  6,054,106.875      (3)
1-SW12A    $  9,510,995.528      (2)
1-SW12B    $  9,510,995.528      (3)
1-SW13A    $ 11,085,896.770      (2)
1-SW13B    $ 11,085,896.770      (3)
1-SW14A    $ 12,014,999.959      (2)
1-SW14B    $ 12,014,999.959      (3)
1-SW15A    $ 13,410,166.945      (2)
1-SW15B    $ 13,410,166.945      (3)
1-SW16A    $  9,752,427.153      (2)
1-SW16B    $  9,752,427.153      (3)
1-SW17A    $  7,456,500.298      (2)
1-SW17B    $  7,456,500.298      (3)
1-SW18A    $  5,399,390.173      (2)
1-SW18B    $  5,399,390.173      (3)
1-SW19A    $  4,538,001.263      (2)
1-SW19B    $  4,538,001.263      (3)
1-SW20A    $  4,004,542.866      (2)
1-SW20B    $  4,004,542.866      (3)
1-SW21A    $  3,720,663.574      (2)
1-SW21B    $  3,720,663.574      (3)
1-SW22A    $  3,555,167.587      (2)
1-SW22B    $  3,555,167.587      (3)
1-SW23A    $  3,661,280.185      (2)
1-SW23B    $  3,661,280.185      (3)
1-SW24A    $    187,793.314      (2)
1-SW24B    $    187,793.314      (3)
1-SW25A    $  1,281,163.262      (2)
1-SW25B    $  1,281,163.262      (3)
1-SW26A    $  3,654,982.764      (2)
</TABLE>


                                       2

<PAGE>

<TABLE>
<S>       <C>                 <C>
1-SW26B    $  3,654,982.764      (3)
1-SW27A    $  3,783,835.736      (2)
1-SW27B    $  3,783,835.736      (3)
1-SW28A    $  3,217,638.022      (2)
1-SW28B    $  3,217,638.022      (3)
1-SW29A    $  2,759,836.629      (2)
1-SW29B    $  2,759,836.629      (3)
1-SW30A    $  2,443,615.800      (2)
1-SW30B    $  2,443,615.800      (3)
1-SW31A    $  2,220,270.321      (2)
1-SW31B    $  2,220,270.321      (3)
1-SW32A    $  2,032,547.604      (2)
1-SW32B    $  2,032,547.604      (3)
1-SW33A    $  1,894,327.306      (2)
1-SW33B    $  1,894,327.306      (3)
1-SW34A    $  1,749,507.499      (2)
1-SW34B    $  1,749,507.499      (3)
1-SW35A    $  1,635,540.598      (2)
1-SW35B    $  1,635,540.598      (3)
1-SW36A    $  1,541,703.632      (2)
1-SW36B    $  1,541,703.632      (3)
1-SW37A    $  1,462,192.653      (2)
1-SW37B    $  1,462,192.653      (3)
1-SW38A    $  1,393,595.328      (2)
1-SW38B    $  1,393,595.328      (3)
1-SW39A    $  1,318,549.772      (2)
1-SW39B    $  1,318,549.772      (3)
1-SW40A    $  1,235,612.855      (2)
1-SW40B    $  1,235,612.855      (3)
1-SW41A    $  1,141,619.685      (2)
1-SW41B    $  1,141,619.685      (3)
1-SW42A    $  1,090,582.431      (2)
1-SW42B    $  1,090,582.431      (3)
1-SW43A    $    991,734.500      (2)
1-SW43B    $    991,734.500      (3)
1-SW44A    $    929,975.446      (2)
1-SW44B    $    929,975.446      (3)
1-SW45A    $    898,631.412      (2)
1-SW45B    $    898,631.412      (3)
1-SW46A    $    816,261.381      (2)
1-SW46B    $    816,261.381      (3)
1-SW47A    $    821,668.485      (2)
1-SW47B    $    821,668.485      (3)
1-SW48A    $    774,913.242      (2)
1-SW48B    $    774,913.242      (3)
1-SW49A    $    734,364.653      (2)
</TABLE>


                                       3

<PAGE>

<TABLE>
<S>       <C>                 <C>
1-SW49B    $    734,364.653      (3)
1-SW50A    $    692,292.487      (2)
1-SW50B    $    692,292.487      (3)
1-SW51A    $    658,998.245      (2)
1-SW51B    $    658,998.245      (3)
1-SW52A    $    623,831.899      (2)
1-SW52B    $    623,831.899      (3)
1-SW53A    $    589,199.602      (2)
1-SW53B    $    589,199.602      (3)
1-SW54A    $ 14,898,451.560      (2)
1-SW54B    $ 14,898,451.560      (3)
2-SW2      $122,707,682.391      (4)
2-SW1A     $  9,844,363.217      (5)
2-SW1B     $  9,844,363.217      (6)
2-SW2A     $ 10,508,020.732      (5)
2-SW2B     $ 10,508,020.732      (6)
2-SW3A     $ 10,498,351.912      (5)
2-SW3B     $ 10,498,351.912      (6)
2-SW4A     $  9,785,753.280      (5)
2-SW4B     $  9,785,753.280      (6)
2-SW5A     $  8,966,469.257      (5)
2-SW5B     $  8,966,469.257      (6)
2-SW6A     $  8,329,152.460      (5)
2-SW6B     $  8,329,152.460      (6)
2-SW7A     $  7,800,851.521      (5)
2-SW7B     $  7,800,851.521      (6)
2-SW8A     $  7,364,370.524      (5)
2-SW8B     $  7,364,370.524      (6)
2-SW9A     $  7,044,100.390      (5)
2-SW9B     $  7,044,100.390      (6)
2-SW10A    $  6,679,751.025      (5)
2-SW10B    $  6,679,751.025      (6)
2-SW11A    $  6,852,190.125      (5)
2-SW11B    $  6,852,190.125      (6)
2-SW12A    $ 10,764,783.472      (5)
2-SW12B    $ 10,764,783.472      (6)
2-SW13A    $ 12,547,296.230      (5)
2-SW13B    $ 12,547,296.230      (6)
2-SW14A    $ 13,598,878.541      (5)
2-SW14B    $ 13,598,878.541      (6)
2-SW15A    $ 15,177,963.555      (5)
2-SW15B    $ 15,177,963.555      (6)
2-SW16A    $ 11,038,041.847      (5)
2-SW16B    $ 11,038,041.847      (6)
2-SW17A    $  8,439,454.202      (5)
2-SW17B    $  8,439,454.202      (6)
</TABLE>


                                       4

<PAGE>

<TABLE>
<S>       <C>                 <C>
2-SW18A    $  6,111,165.327      (5)
2-SW18B    $  6,111,165.327      (6)
2-SW19A    $  5,136,223.737      (5)
2-SW19B    $  5,136,223.737      (6)
2-SW20A    $  4,532,442.134      (5)
2-SW20B    $  4,532,442.134      (6)
2-SW21A    $  4,211,140.426      (5)
2-SW21B    $  4,211,140.426      (6)
2-SW22A    $  4,023,827.913      (5)
2-SW22B    $  4,023,827.913      (6)
2-SW23A    $  4,143,928.815      (5)
2-SW23B    $  4,143,928.815      (6)
2-SW24A    $    212,549.186      (5)
2-SW24B    $    212,549.186      (6)
2-SW25A    $  1,450,052.738      (5)
2-SW25B    $  1,450,052.738      (6)
2-SW26A    $  4,136,801.236      (5)
2-SW26B    $  4,136,801.236      (6)
2-SW27A    $  4,282,640.264      (5)
2-SW27B    $  4,282,640.264      (6)
2-SW28A    $  3,641,803.478      (5)
2-SW28B    $  3,641,803.478      (6)
2-SW29A    $  3,123,652.371      (5)
2-SW29B    $  3,123,652.371      (6)
2-SW30A    $  2,765,745.700      (5)
2-SW30B    $  2,765,745.700      (6)
2-SW31A    $  2,512,957.679      (5)
2-SW31B    $  2,512,957.679      (6)
2-SW32A    $  2,300,488.396      (5)
2-SW32B    $  2,300,488.396      (6)
2-SW33A    $  2,144,047.194      (5)
2-SW33B    $  2,144,047.194      (6)
2-SW34A    $  1,980,136.501      (5)
2-SW34B    $  1,980,136.501      (6)
2-SW35A    $  1,851,145.902      (5)
2-SW35B    $  1,851,145.902      (6)
2-SW36A    $  1,744,938.868      (5)
2-SW36B    $  1,744,938.868      (6)
2-SW37A    $  1,654,946.347      (5)
2-SW37B    $  1,654,946.347      (6)
2-SW38A    $  1,577,306.172      (5)
2-SW38B    $  1,577,306.172      (6)
2-SW39A    $  1,492,367.728      (5)
2-SW39B    $  1,492,367.728      (6)
2-SW40A    $  1,398,497.645      (5)
2-SW40B    $  1,398,497.645      (6)
</TABLE>


                                       5

<PAGE>

<TABLE>
<S>       <C>                 <C>
2-SW41A    $  1,292,113.815      (5)
2-SW41B    $  1,292,113.815      (6)
2-SW42A    $  1,234,348.569      (5)
2-SW42B    $  1,234,348.569      (6)
2-SW43A    $  1,122,470.000      (5)
2-SW43B    $  1,122,470.000      (6)
2-SW44A    $  1,052,569.554      (5)
2-SW44B    $  1,052,569.554      (6)
2-SW45A    $  1,017,093.588      (5)
2-SW45B    $  1,017,093.588      (6)
2-SW46A    $    923,865.119      (5)
2-SW46B    $    923,865.119      (6)
2-SW47A    $    929,985.015      (5)
2-SW47B    $    929,985.015      (6)
2-SW48A    $    877,066.258      (5)
2-SW48B    $    877,066.258      (6)
2-SW49A    $    831,172.347      (5)
2-SW49B    $    831,172.347      (6)
2-SW50A    $    783,554.013      (5)
2-SW50B    $    783,554.013      (6)
2-SW51A    $    745,870.755      (5)
2-SW51B    $    745,870.755      (6)
2-SW52A    $    706,068.601      (5)
2-SW52B    $    706,068.601      (6)
2-SW53A    $    666,870.898      (5)
2-SW53B    $    666,870.898      (6)
2-SW54A    $ 16,862,441.440      (5)
2-SW54B    $ 16,862,441.440      (6)
SWR                     (7)      (7)
</TABLE>

(1)  The interest rate on the Class 1-SW1 Interest shall be a per annum rate
     equal to the Group One Net WAC.

(2)  For any Distribution Date, the interest rate on each SWAP REMIC Regular
     Interest beginning with the designation "1" and ending with the designation
     "A" shall be a per annum rate equal to 2 times the Group One Net WAC,
     subject to a maximum rate of 2 times the REMIC Swap Rate for such
     Distribution Date.

(3)  For any Distribution Date, the interest rate on each SWAP REMIC Regular
     Interest beginning with the designation "1" and ending with the designation
     "B" shall be a per annum rate equal to the greater of (x) the excess, if
     any, of (i) 2 times the Group One Net WAC over (ii) 2 times the REMIC Swap
     Rate for such Distribution Date and (y) 0.00%.

(4)  The interest rate on the Class 2-SW2 Interest shall be a per annum rate
     equal to the Group Two Net WAC.

(5)  For any Distribution Date, the interest rate on each SWAP REMIC Regular
     Interest beginning with the designation "2" and ending with the designation
     "A" shall be a per annum rate equal to 2 times the Group Two Net WAC,
     subject to a maximum rate of 2 times the REMIC Swap Rate for such
     Distribution Date.


                                       6

<PAGE>

(6)  For any Distribution Date, the interest rate on each SWAP REMIC Regular
     Interest beginning with the designation "2" and ending with the designation
     "B" shall be a per annum rate equal to the greater of (x) the excess, if
     any, of (i) 2 times the Group Two Net WAC over (ii) 2 times the REMIC Swap
     Rate for such Distribution Date and (y) 0.00%.

(7)  The Class SWR Interest shall have no principal amount and shall bear no
     interest.

THE LOWER TIER REMIC

The following table sets forth the designations, initial principal balances,
interest rates, Corresponding Classes of Certificates and related Mortgage Group
for each interest in the Lower Tier REMIC:

<TABLE>
<CAPTION>
                                 Class(es) of
                                 Corresponding
          Initial                Certificates
         Principal   Interest     or Related
Class     Balance      Rate     Mortgage Group
-----    ---------   --------   --------------
<S>      <C>         <C>        <C>
LTA-1        (1)        (8)         A-1, R
LTA-2A       (1)        (8)          A-2A
LTA-2B       (1)        (8)          A-2B
LTA-2C       (1)        (8)          A-2C
LTA-2D       (1)        (8)          A-2D
LTM-1        (1)        (8)           M-1
LTM-2        (1)        (8)           M-2
LTM-3        (1)        (8)           M-3
LTM-4        (1)        (8)           M-4
LTM-5        (1)        (8)           M-5
LTM-6        (1)        (8)           M-6
LTB-1        (1)        (8)           B-1
LTB-2        (1)        (8)           B-2
LTB-3        (1)        (8)           B-3
LTIX         (2)        (8)           N/A
LTII1A       (3)        (8)        Group One
LTII1B       (4)        (9)        Group One
LTII2A       (5)        (8)        Group Two
LTII2B       (6)       (10)        Group Two
LTIIX        (7)        (8)           N/A
LT-IO       (11)       (11)           N/A
LTR         (12)       (12)           N/A
</TABLE>

(1)  The initial principal balance of each of these Lower Tier REMIC Regular
     Interests shall equal 1/4 of the initial Certificate Principal Balance of
     its Corresponding Certificates.

(2)  The initial principal balance of the Class LTIX Interest shall equal the
     excess of (i) 50% of the aggregate Cut-off Date Principal Balance of the
     Mortgage Loans over (ii) the initial principal balance of the Lower Tier
     REMIC I Marker Interests.


                                       7
<PAGE>

(3)  The initial principal balance of the Class LTII1A Interest shall equal
     0.05% of the excess of (i) the aggregate Cut-off Date Principal Balance of
     the Group One Mortgage Loans over (ii) the aggregate of the initial
     Certificate Principal Balances of Certificate Group One.

(4)  The initial principal balance of the Class LTII1B Interest shall equal
     0.05% of the aggregate Cut-off Date Principal Balance of the Group One
     Mortgage Loans.

(5)  The initial principal balance of the Class LTII2A Interest shall equal
     0.05% of the excess of (i) the aggregate Cut-off Date Principal Balance of
     the Group Two Mortgage Loans over (ii) the aggregate of the initial
     Certificate Principal Balances of Certificate Group Two.

(6)  The initial principal balance of the Class LTII2B Interest shall equal
     0.05% of the aggregate Cut-off Date Principal Balance of the Group Two
     Mortgage Loans.

(7)  The initial principal balance of the Class LTIIX Interest shall equal the
     excess of (i) 50% of the aggregate Cut-off Date Principal Balance of the
     Mortgage Loans over (ii) the initial principal balance of the Lower Tier
     REMIC II Marker Interests.

(8)  For each Distribution Date, the interest rate for each of the Lower Tier
     REMIC Regular Interests (other than the Class LTII1B, the Class LTII2B and
     the Class LT-IO Interests) shall be a per annum rate (but not less than
     zero) equal to the product of (i) the weighted average of the interest
     rates on the SWAP REMIC Regular Interests for such Distribution Date and
     (ii) a fraction the numerator of which is 30 and the denominator of which
     is the actual number of days in the Accrual Period for the LIBOR
     Certificates, provided however, that for any Distribution Date on which the
     Class LT-IO Interest is entitled to a portion of interest accruals on a
     SWAP REMIC Regular Interest ending with a designation "A" as described in
     footnote 11 below, such weighted average shall be computed by first
     subjecting the rate on such SWAP REMIC Regular Interest to a cap equal to
     Swap LIBOR for such Distribution Date.

(9)  For each Distribution Date, the interest rate for the Class LTII1B Interest
     shall be a per annum rate equal to the product of (i) the weighted average
     of the interest rates on the SWAP REMIC Regular Interests beginning with
     the designation "1" for such Distribution Date and (ii) a fraction the
     numerator of which is 30 and the denominator of which is the actual number
     of days in the Accrual Period for the LIBOR Certificates, provided,
     however, that for any Distribution Date on which the Class LT-IO Interest
     is entitled to a portion of interest accruals on a SWAP REMIC Regular
     Interest ending with a designation "A" as described in footnote 11 below,
     such weighted average shall be computed by first subjecting the rate on
     such SWAP REMIC Regular Interest to a cap equal to Swap LIBOR for such
     Distribution Date.

(10) For each Distribution Date, the interest rate for the Class LTII2B Interest
     shall be a per annum rate equal to the product of (i) the weighted average
     of the interest rates on the SWAP REMIC Regular Interests beginning with
     the designation "2" for such Distribution Date and (ii) a fraction the
     numerator of which is 30 and the denominator of which is the actual number
     of days in the Accrual Period for the LIBOR Certificates, provided,
     however, that for any Distribution Date on which the Class LT-IO Interest
     is entitled to a portion of interest accruals on a SWAP REMIC Regular
     Interest ending with a designation "A" as described in footnote 11 below,
     such weighted average shall be computed by first subjecting the rate on
     such SWAP REMIC Regular Interest to a cap equal to Swap LIBOR for such
     Distribution Date.

(11) The Class LT-IO Interest is an interest-only class that does not have a
     principal balance. For only those Distribution Dates listed in the first
     column of the table below, the Class LT-IO Interest shall be entitled to
     interest accrued on the SWAP REMIC Regular Interest listed in the second
     column below at a per annum rate equal to the excess, if any, of (i) the
     interest rate for such SWAP REMIC Regular Interest for such Distribution
     Date over (ii) Swap LIBOR for such Distribution Date.


                                        8

<PAGE>

<TABLE>
<CAPTION>
                       SWAP REMIC
Distribution Date   Regular Interest
-----------------   ----------------
<S>                 <C>
7                   Class 1-SW1A
                    Class 2-SW1A
7-8                 Class 1-SW2A
                    Class 2-SW2A
7-9                 Class 1-SW3A
                    Class 2-SW3A
7-10                Class 1-SW4A
                    Class 2-SW4A
7-11                Class 1-SW5A
                    Class 2-SW5A
7-12                Class 1-SW6A
                    Class 2-SW6A
7-13                Class 1-SW7A
                    Class 2-SW7A
7-14                Class 1-SW8A
                    Class 2-SW8A
7-15                Class 1-SW9A
                    Class 2-SW9A
7-16                Class 1-SW10A
                    Class 2-SW10A
7-17                Class 1-SW11A
                    Class 2-SW11A
7-18                Class 1-SW12A
                    Class 2-SW12A
7-19                Class 1-SW13A
                    Class 2-SW13A
7-20                Class 1-SW14A
                    Class 2-SW14A
7-21                Class 1-SW15A
                    Class 2-SW15A
7-22                Class 1-SW16A
                    Class 2-SW16A
7-23                Class 1-SW17A
                    Class 2-SW17A
7-24                Class 1-SW18A
                    Class 2-SW18A
7-25                Class 1-SW19A
                    Class 2-SW19A
7-26                Class 1-SW20A
                    Class 2-SW20A
7-27                Class 1-SW21A
                    Class 2-SW21A
7-28                Class 1-SW22A
                    Class 2-SW22A
7-29                Class 1-SW23A
                    Class 2-SW23A
7-30                Class 1-SW24A
                    Class 2-SW24A
7-31                Class 1-SW25A
                    Class 2-SW25A
7-32                Class 1-SW26A
                    Class 2-SW26A
</TABLE>


                                        9

<PAGE>

<TABLE>
<S>                 <C>
7-33                Class 1-SW27A
                    Class 2-SW27A
7-34                Class 1-SW28A
                    Class 2-SW28A
7-35                Class 1-SW29A
                    Class 2-SW29A
7-36                Class 1-SW30A
                    Class 2-SW30A
7-37                Class 1-SW31A
                    Class 2-SW31A
7-38                Class 1-SW32A
                    Class 2-SW32A
7-39                Class 1-SW33A
                    Class 2-SW33A
7-40                Class 1-SW34A
                    Class 2-SW34A
7-41                Class 1-SW35A
                    Class 2-SW35A
7-42                Class 1-SW36A
                    Class 2-SW36A
7-43                Class 1-SW37A
                    Class 2-SW37A
7-44                Class 1-SW38A
                    Class 2-SW38A
7-45                Class 1-SW39A
                    Class 2-SW39A
7-46                Class 1-SW40A
                    Class 2-SW40A
7-47                Class 1-SW41A
                    Class 2-SW41A
7-48                Class 1-SW42A
                    Class 2-SW42A
7-49                Class 1-SW43A
                    Class 2-SW43A
7-50                Class 1-SW44A
                    Class 2-SW44A
7-51                Class 1-SW45A
                    Class 2-SW45A
7-52                Class 1-SW46A
                    Class 2-SW46A
7-53                Class 1-SW47A
                    Class 2-SW47A
7-54                Class 1-SW48A
                    Class 2-SW48A
7-55                Class 1-SW49A
                    Class 2-SW49A
7-56                Class 1-SW50A
                    Class 2-SW50A
7-57                Class 1-SW51A
                    Class 2-SW51A
7-58                Class 1-SW52A
                    Class 2-SW52A
7-59                Class 1-SW53A
                    Class 2-SW53A
7-60                Class 1-SW54A
                    Class 2-SW54A
</TABLE>


                                       10

<PAGE>

(12) The Class LTR Interest shall have no principal amount and shall bear no
     interest.

UPPER TIER REMIC

The following table sets forth the designation, the initial principal balances,
the interest rates and Classes of Related Certificates for each of the interests
in the Upper Tier REMIC.

<TABLE>
<CAPTION>
                                       Initial               Class of Related
Class                             Principal Balance   Rate     Certificates
-----                             -----------------   ----   ----------------
<S>                               <C>                 <C>    <C>
UTA-1                                    (1)           (2)         A-1
UTA-2A                                   (1)           (2)         A-2A
UTA-2B                                   (1)           (2)         A-2B
UTA-2C                                   (1)           (2)         A-2C
UTA-2D                                   (1)           (2)         A-2D
UTM-1                                    (1)           (2)         M-1
UTM-2                                    (1)           (2)         M-2
UTM-3                                    (1)           (2)         M-3
UTM-4                                    (1)           (2)         M-4
UTM-5                                    (1)           (2)         M-5
UTM-6                                    (1)           (2)         M-6
UTB-1                                    (1)           (2)         B-1
UTB-2                                    (1)           (2)         B-2
UTB-3                                    (1)           (2)         B-3
Uncertificated Class C Interest          (3)           (3)         N/A
UT-IO                                    (4)           (4)         N/A
Residual Interest                        (1)           (2)         R
</TABLE>

(1)  The initial principal balance of each of these REMIC Regular Interests and
     the Residual Interest shall equal the initial principal balance of its
     Class of Related Certificates.

(2)  The interest rates on each of these REMIC Regular Interests shall be an
     annual rate equal to the Pass-Through Rate for the Class of Related
     Certificates, provided that in lieu of the applicable Available Funds Cap
     set forth in the definition of an applicable Pass-Through Rate, the
     applicable Upper Tier REMIC Net WAC Cap shall be used.

(3)  The Uncertificated Class C Interest shall have an initial principal balance
     equal to the initial Overcollateralization Amount. The Uncertificated Class
     C Interest shall accrue interest on a notional balance set forth in the
     definition of Class C Current Interest at a rate equal to the Class C
     Distributable Interest Rate. The Uncertificated Class C Interest shall be
     represented by the Class C Certificates.

(4)  The Class UT-IO Interest shall have no principal amount and will not have
     an interest rate, but will be entitled to 100% of the interest accrued with
     respect to the Class LT-IO Interest. The Class UT-IO Interest shall be
     represented by the Class C Certificates.

THE CERTIFICATES


                                       11

<PAGE>

The following table sets forth the Class designation, interest rate and initial
Class principal amount for each Class of Certificates comprising interests in
the Trust Fund.

<TABLE>
<CAPTION>
          Initial Class    Interest
Class   Principal Amount     Rate
-----   ----------------   --------
<S>     <C>                <C>
A-1            (1)          (2)
A-2A           (1)          (2)
A-2B           (1)          (2)
A-2C           (1)          (2)
A-2D           (1)          (2)
M-1            (1)          (2)
M-2            (1)          (2)
M-3            (1)          (2)
M-4            (1)          (2)
M-5            (1)          (2)
M-6            (1)          (2)
B-1            (1)          (2)
B-2            (1)          (2)
B-3            (1)          (2)
C              (3)          (3)
P              (4)          (4)
R              (1)          (2)(5)
</TABLE>

(1)  Each of these Classes of Certificates shall have initial principal balances
     as set forth in Section 5.01 hereof.

(2)  Each of these Classes of Certificates shall bear interest at a per annum
     rate equal to the Pass-Through Rate for such Certificates set forth in the
     definitions herein.

(3)  For federal income tax purposes, the Class C Certificate shall represent
     (i) the right to receive all distributions with respect to the REMIC
     Regular Interests represented by the Uncertificated Class C Interest and
     the Class UT-IO Interest and (ii) certain rights and obligations with
     respect to notional principal contracts as described in Section 2.07.

(4)  The Class P Certificates shall be entitled to the amounts distributable
     pursuant to Section 4.04(b) hereof and shall not represent a REMIC regular
     interest.

(5)  The Class R Interest represents ownership of the Class SWR Interest, the
     Class LTR Interest and the Residual Interest.

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

                                    ARTICLE I

                                   DEFINITIONS

     Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:


                                       12
<PAGE>

     Accepted Master Servicing Practices: With respect to any Mortgage Loan, as
applicable, either (x) those customary mortgage master servicing practices of
prudent master servicing institutions that master service mortgage loans of the
same type and quality as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located, to the extent applicable to the Master
Servicer (except in its capacity as successor to a Servicer), or (y) as provided
in Section 11.01 hereof, but in no event below the standard set forth in clause
(x) of this definition.

     Accepted Servicing Practices: Each Servicer's normal servicing practices,
which will conform to the mortgage servicing practices of prudent mortgage
lending institutions that service for their own account mortgage loans of the
same type as the Mortgage Loans in the jurisdictions in which the related
Mortgaged Properties are located and, with respect to Option One, that it
customarily employs and exercises in servicing and administering mortgage loans
for its own account.

     Accountant's Attestation: As defined in Section 3.18(b).

     Accrual Period: With respect to each Class of LIBOR Certificates, their
Corresponding REMIC Regular Interests and the Lower Tier REMIC Interests and any
Distribution Date, the period commencing on the immediately preceding
Distribution Date (or, in the case of the first Distribution Date, the Closing
Date) and ending on the day immediately preceding such Distribution Date and
with respect to the SWAP REMIC Regular Interests and any Distribution Date, the
calendar month immediately preceding the month in which such Distribution Date
occurs. All calculations of interest on each Class of LIBOR Certificates, their
Corresponding REMIC Regular Interests and the Lower Tier REMIC Interests will be
made on the basis of the actual number of days elapsed in the related Accrual
Period and a 360 day year and all calculations of interest on the SWAP REMIC
Regular Interests will be made on the basis of a 360-day year consisting of
twelve 30-day months.

     Additional Form 10-D Disclosure: As defined in Section 3.20 hereof.

     Adjustable Rate Mortgage Loan: A Mortgage Loan identified in the Mortgage
Loan Schedule as having a Mortgage Rate that is adjustable.

     Adjustment Date: As to each Adjustable Rate Mortgage Loan, each date on
which the related Mortgage Rate is subject to adjustment, as provided in the
related Mortgage Note.

     Advance: The aggregate of the advances required to be made by each Servicer
or the Master Servicer, as applicable, with respect to any Distribution Date
pursuant to Section 4.01, the amount of any such advances being equal to the sum
of the aggregate amount of all payments of principal and interest (or, with
respect to the interest-only Mortgage Loans, payments of scheduled interest)
(net of the Servicing Fee) on the related Mortgage Loans that were due during
the applicable Due Period and not received as of the close of business on the
related Determination Date, except as provided in Section 4.01 hereof, less the
aggregate amount of any such Delinquent payments that the applicable Servicer or
Master Servicer, as applicable, has determined would constitute a
Non-Recoverable Advance were an advance to be made with respect thereto;
provided, however, that with respect to (i) any Mortgage Loan that is 150 days
delinquent or more (whether or not the Mortgage Loan has been converted to an
REO Property) (ii) shortfalls in principal and interest due to bankruptcy
proceedings or the application of the Relief Act or similar laws, (iii) the
principal portion of any amount paid on a Balloon Loan, or (iv) principal
payments with respect to second lien Mortgage Loans, there will be no obligation
to make advances and, provided further, however, that with respect to any
Mortgage Loan that has been converted to an REO Property,


                                       13

<PAGE>

which is less than 150 days delinquent, the obligation to make Advances shall
only be to payments of interest (subject to the exceptions described above and
net of the related Servicing Fees), to be calculated after taking into account
rental income.

     Advance Facility: A financing or other facility as described in Section
10.07.

     Advancing Person: A Person to whom the relevant Servicer's rights under
this Agreement to be reimbursed for any Advances or Servicing Advances have been
assigned pursuant to Section 10.07.

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

     Assignment Agreement: The Mortgage Loan Sale and Assignment Agreement,
dated as of March 1, 2007 between the Sponsor and the Depositor relating to the
sale and assignment by the Sponsor to the Depositor of the Option one Mortgage
Loans.

     Aggregate Certificate Principal Balance: For any date of determination, the
sum of the Class A-1 Certificate Principal Balance, the Class A-2A Certificate
Principal Balance, the Class A-2B Certificate Principal Balance, the Class A-2C
Certificate Principal Balance, the Class A-2D Certificate Principal Balance, the
Class R Certificate Principal Balance, the Class M-1 Certificate Principal
Balance, the Class M-2 Certificate Principal Balance, the Class M-3 Certificate
Principal Balance, the Class M-4 Certificate Principal Balance, the Class M-5
Certificate Principal Balance, the Class M-6 Certificate Principal Balance, the
Class B-1 Certificate Principal Balance, the Class B-2 Certificate Principal
Balance and the Class B-3 Certificate Principal Balance, in each case as of such
date of determination.

     Agreement: This Pooling and Servicing Agreement and any and all amendments
or supplements hereto made in accordance with the terms herein.

     Applied Realized Loss Amount: With respect to any Distribution Date, the
amount, if any, by which the sum of (i) the Aggregate Certificate Principal
Balance and (ii) the Class C Certificate Principal Balance after distributions
of principal on such Distribution Date exceeds the aggregate Stated Principal
Balance of the Mortgage Loans as of such Distribution Date.

     Appraised Value: With respect to a Mortgage Loan the proceeds of which were
used to purchase the related Mortgaged Property, the "Appraised Value" of a
Mortgaged Property is the lesser of (1) the appraised value based on an
appraisal made for the Sponsor by an independent fee appraiser at the time of
the origination of the related Mortgage Loan, and (2) the sales price of such
Mortgaged Property at such time of origination. With respect to a Mortgage Loan
the proceeds of which were used to refinance an existing mortgage loan, the
"Appraised Value" is the appraised value of the Mortgaged Property based upon
the appraisal obtained at the time of refinancing.

     Assessment of Compliance: As defined in Section 3.18(a) hereof.

     Assignment of Mortgage: An assignment of the Mortgage, notice of transfer
or equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction where the related Mortgaged


                                       14

<PAGE>

Property is located to reflect of record the sale and assignment of the Mortgage
Loan to the Trustee, which assignment, notice of transfer or equivalent
instrument may, if permitted by law, be in the form of one or more blanket
assignments covering Mortgages secured by Mortgaged Properties located in the
same county.

     Auction: The one-time auction conducted by the Securities Administrator, as
described in Section 9.01(b) hereof.

     Auction Date: The date on which the Auction occurs.

     Authenticating Agent: As defined in Section 5.10.

     Available Funds Cap: Any of the Class A-1 Available Funds Cap, the Class
A-2 Available Funds Cap or the Weighted Average Available Funds Cap.

     Balloon Loan: A Mortgage Loan having an original term to stated maturity of
approximately 15 or 30 years which provides for level monthly payments of
principal and interest based on a 30- 40- or 50-year amortization schedule, with
a balloon payment of the remaining outstanding principal balance due on such
Mortgage Loan at its stated maturity.

     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 5.06). As of the Closing Date, each of
the Class A (other than the Class R Certificate), Class M and Class B
Certificates constitutes a Class of Book-Entry Certificates.

     Bring Down Letter: That certain letter agreement, dated as of March 30,
2007 between the Transferor and MLML pursuant to which the Transferor "brings
down" to the Closing Date certain of its representations and warranties with
respect to the Option One Mortgage Loans.

     Business Day: Any day other than (1) a Saturday or a Sunday, or (2) a day
on which banking institutions or street brokerage institutions in the State of
Oregon, State of Florida, State of California, Commonwealth of Pennsylvania,
State of Illinois, State of Texas or in the City of New York, New York are
authorized or obligated by law or executive order to be closed.

     Cap Contract: The schedule and master agreement (attached hereto as Exhibit
Q-4 hereto), including the confirmation thereto (attached as Exhibit Q-1 hereto)
and the related credit support annex (attached as Exhibit Q-3 hereto), between
the Cap Contract Counterparty and the Supplemental Interest Trust Trustee for
the benefit of the Certificateholders or any other cap or swap agreement
(including any related schedules) held by the Supplemental Interest Trust
pursuant to Section 4.04(l) hereof.

     Cap Contract Account: The separate Eligible Account created and maintained
by the Supplemental Interest Trust Trustee pursuant to Section 4.04(l) in the
name of the Supplemental Interest Trust Trustee for the benefit of the
Supplemental Interest Trust and designated "LaSalle Bank National Association,
as supplemental interest trust trustee, in trust for registered holders of
Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates,
Series 2007-HE2." Funds in the


                                       15

<PAGE>

Cap Contract Account shall be held in trust for the Issuing Entity for the uses
and purposes set forth in this Agreement.

     Cap Contract Counterparty: Bear Stearns Financial Products Inc. and its
successors.

     Cap Contract Notional Balance: With respect to any Distribution Date, the
cap contract notional balance for such Distribution Date set forth in Schedule I
of the Cap Contract.

     Cap Payments: For each Distribution Date, the cap payment that the Cap
Counterparty is obligated to pay to the Supplemental Interest Trust if LIBOR (as
defined in the Cap Contract) is greater than 5.322%. The Cap Payment is based on
the lesser of (a) the Cap Contract Notional Balance for the Distribution Date
and (b) the excess if any, of (A) the beginning aggregate Certificate Principal
Balance over (B) the Swap Agreement Notional Balance for such Distribution Date,
if LIBOR exceeds 5.322%.

     Cap Posted Collateral Account: The segregated Eligible Account created and
maintained by the Supplemental Interest Trust Trustee pursuant to Section
4.04(l) in the name of the Supplemental Interest Trust Trustee for the benefit
of the Supplemental Interest Trust and designated "LaSalle Bank National
Association, as supplemental interest trust trustee, in trust for registered
holders of Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
Certificates, Series 2007-HE2." Funds in the Cap Posted Collateral Account shall
be held in trust for the Supplemental Interest Trust for the uses and purposes
set forth in the Cap Contract.

     Certificate: Any one of the certificates of any Class executed by the
Securities Administrator and authenticated by the Authenticating Agent in
substantially the forms attached hereto as Exhibit A.

     Certificate Account: The separate Eligible Account or Accounts created and
maintained by the Securities Administrator pursuant to Section 3.05(f) in the
name of the Trustee for the benefit of the Certificateholders and designated
"LaSalle Bank National Association, as securities administrator for Citibank,
N.A. as trustee, in trust for registered holders of Merrill Lynch Mortgage
Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2007-HE2."
Funds in the Certificate Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement.

     Certificate Group: Either of Certificate Group One or Certificate Group
Two.

     Certificate Group One: The Class A-1 and Class R Certificates. For purposes
of Section 2.07 hereof, Certificate Group One shall be related to Group One.

     Certificate Group Two: The Class A-2 Certificates. For purposes of Section
2.07 hereof, Certificate Group Two shall be related to Group Two.

     Certificate Owner: With respect to a Book-Entry Certificate, the Person
that is the beneficial owner of such Book-Entry Certificate.

     Certificate Principal Balance: As to any Certificate and as of any
Distribution Date, the Initial Certificate Principal Balance of such Certificate
less the sum of (1) all amounts distributed with respect to such Certificate in
reduction of the Certificate Principal Balance thereof on previous Distribution
Dates pursuant to Section 4.04, and (2) any Applied Realized Loss Amounts
allocated to such Certificate on previous Distribution Dates pursuant to Section
4.04(i). On each Distribution Date, after all distributions


                                       16

<PAGE>

of principal on such Distribution Date, a portion of the Class C Interest Carry
Forward Amount in an amount equal to the excess of the Overcollateralization
Amount on such Distribution Date over the Overcollateralization Amount as of the
preceding Distribution Date (or, in the case of the first Distribution Date, the
initial Overcollateralization Amount (based on the Stated Principal Balance of
the Mortgage Loans as of the Cut-off Date)) will be added to the aggregate
Certificate Principal Balance of the Class C Certificates (on a pro rata basis).
Notwithstanding the immediately preceding sentence, however, to the extent any
excess referred to in the immediately preceding sentence is attributable to
distributions of proceeds of the Swap Agreement or Cap Contract, such sentence
shall be applied by substituting "Class C Unpaid Realized Loss Amount" for
"Class C Interest Carry Forward Amount". Notwithstanding the foregoing on any
Distribution Date relating to a Due Period in which a Subsequent Recovery has
been received by the related Servicer, the Certificate Principal Balance of any
Class of Certificates then outstanding for which any Applied Realized Loss
Amount has been allocated will be increased, in order of seniority, by an amount
equal to the lesser of (i) the Unpaid Realized Loss Amount for such Class of
Certificates and (ii) the total of any Subsequent Recovery distributed on such
date to the Certificateholders (reduced by the amount of the increase in the
Certificate Principal Balance of any more senior Class of Certificates pursuant
to this sentence on such Distribution Date).

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

     Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register (initially, Cede & Co., as nominee for
the Depository) in the case of any Class of Regular Certificates or the Class R
Certificate, except that solely for the purpose of giving any consent pursuant
to this Agreement, any Certificate registered in the name of the Depositor or
any Affiliate of the Depositor shall be deemed not to be Outstanding and the
Percentage Interest evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests necessary to
effect such consent has been obtained; provided, however, that if any such
Person (including the Depositor) owns 100% of the Percentage Interests evidenced
by a Class of Certificates, such Certificates shall be deemed to be Outstanding
for purposes of any provision hereof that requires the consent of the Holders of
Certificates of a particular Class as a condition to the taking of any action
hereunder. The Securities Administrator and the Trustee are entitled to rely
conclusively on a certification of the Depositor or any Affiliate of the
Depositor in determining which Certificates are registered in the name of an
Affiliate of the Depositor.

     Class: All Certificates bearing the same Class designation as set forth in
Section 5.01 hereof.

     Class A Certificate Principal Balance: As of any date of determination, the
sum of the Class A-1 Certificate Principal Balance, the Class A-2A Certificate
Principal Balance, the Class A-2B Certificate Principal Balance, the Class A-2C
Certificate Principal Balance, the Class A-2D Certificate Principal Balance and
the Class R Certificate Principal Balance.

     Class A Certificates: Any of the Class A-1 Certificates, the Class A-2
Certificates and the Class R Certificates.

     Class A Principal Distribution Amount: With respect to any Distribution
Date (1) prior to the related Stepdown Date or any Distribution Date on which a
Stepdown Trigger Event exists, 100% of the Principal Distribution Amount for
such Distribution Date and (2) on or after the Stepdown Date where a Stepdown
Trigger Event does not exist, the excess of (A) the Class A Certificate
Principal Balance immediately prior to such Distribution Date over (B) the
lesser of (i) 51.80% of the aggregate Stated


                                       17

<PAGE>

Principal Balance of the Mortgage Loans as of such Distribution Date and (ii)
the excess of the aggregate Stated Principal Balance of the Mortgage Loans as of
such Distribution Date over the Minimum Required Overcollateralization Amount;
provided, however, that in no event will the Class A Principal Distribution
Amount with respect to any Distribution Date exceed the aggregate Certificate
Principal Balance of the Class A Certificates.

     Class A-1 Available Funds Cap: With respect to a Distribution Date, the per
annum rate equal to the product of (i) 12, (ii) the quotient of (x) the total
scheduled interest on the Mortgage Loans in Group One based on the Net Mortgage
Rates in effect on the related Due Date, less the pro rata portion (calculated
based on the ratio of the Stated Principal Balance of the Group One Mortgage
Loans to the Stated Principal Balance of the total pool of Mortgage Loans)
allocable to the Group One Mortgage Loans of any Net Swap Payments or Swap
Termination Payments (other than Defaulted Swap Termination Payments) owed to
the Swap Counterparty for such Distribution Date and (y) the aggregate Stated
Principal Balance of the Mortgage Loans in Group One as of the first day of the
related Accrual Period (or, in the case of the first Distribution Date, as of
the Cut-off Date) and (iii) a fraction, the numerator of which is 30, and the
denominator of which is the actual number of days in the related Accrual Period.
The Class A-1 Available Funds Cap shall relate to the Class A-1 Certificates.

     Class A-1 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class A-1 Certificates.

     Class A-1 Certificates: Any Certificate designated as a "Class A-1
Certificate" on the face thereof, executed by the Securities Administrator and
authenticated by the Authenticating Agent in substantially the form set forth as
Exhibit A hereto, representing the right to distributions as set forth herein.

     Class A-1 Corridor Contract: The schedule and the master agreement
(attached as Exhibit M-5 hereto), including the confirmation thereto (attached
as Exhibit M-1 hereto) and the related credit support annex (attached as Exhibit
M-4 hereto), between the Securities Administrator on behalf of the Issuing
Entity and the Cap Contract Counterparty, with respect to the Class A-1
Certificates.

     Class A-1 Corridor Contract Notional Balance: With respect to any
Distribution Date, the Class A-1 Corridor Contract Notional Balance set forth
for such Distribution Date in the Class A-1 LIBOR Table (attached as Schedule A
to Exhibit M-1 hereto).

     Class A-1 Corridor Contract Termination Date: The Distribution Date in
September 2007.

     Class A-1 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-1 Pass-Through Rate on
the Class A-1 Certificate Principal Balance as of such Distribution Date plus
the portion of any previous distributions on such Class in respect of Class A-1
Current Interest or a Class A-1 Interest Carry Forward Amount that is recovered
as a voidable preference by a trustee in bankruptcy, less any Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class A-1
Certificates.

     Class A-1 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-1 Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
A-1 Certificates with respect to Current Interest or Interest Carry Forward


                                       18

<PAGE>

Amounts on such prior Distribution Dates and (2) interest on such excess (to the
extent permitted by applicable law) at the Class A-1 Pass-Through Rate for the
related Accrual Period.

     Class A-1 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.250% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.500% per annum.

     Class A-1 Maximum Rate Cap: With respect to a Distribution Date, the per
annum rate equal to the product of (i) 12, (ii) the quotient of (x) the total
scheduled interest that would have been due on the Group One Mortgage Loans had
the Adjustable Rate Mortgage Loans provided for interest at their maximum
lifetime Net Mortgage Rates and the Fixed Rate Mortgage Loans provided for
interest at their Net Mortgage Rates less the pro rata portion (calculated based
on the ratio of the Stated Principal Balance of the Group One Mortgage Loans to
the Stated Principal Balance of the total pool of Mortgage Loans) allocable to
the Group One Mortgage Loans of any Net Swap Payments or Swap Termination
Payments owed to the Swap Counterparty for such Distribution Date (other than
Defaulted Swap Termination Payments), and (y) the aggregate Stated Principal
Balance of the Group One Mortgage Loans as of the first day of the related
Accrual Period (or, in the case of the first Distribution Date, as of the
Cut-off Date) and (iii) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the related Accrual Period.
The Class A-1 Maximum Rate Cap shall relate to the Class A-1 Certificates.

     Class A-1 Pass-Through Rate: For the first Distribution Date, 5.57000% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class A-1 Margin, (2) the Class A-1 Available Funds Cap for such
Distribution Date and (3) the Class A-1 Maximum Rate Cap for such Distribution
Date.

     Class A-1 Upper Collar: With respect to each Distribution Date with respect
to which payments are received on the Class A-1 Corridor Contract, a rate equal
to the lesser of One-Month LIBOR and 10.750% per annum.

     Class A-2 Available Funds Cap: With respect to a Distribution Date, the per
annum rate equal to the product of (i) 12, (ii) the quotient of (x) the total
scheduled interest on the Group Two Mortgage Loans based on the Net Mortgage
Rates in effect on the related Due Date, less the pro rata portion (calculated
based on the ratio of the Stated Principal Balance of the Group Two Mortgage
Loans to the Stated Principal Balance of the total pool of Mortgage Loans)
allocable to the Group Two Mortgage Loans of any Net Swap Payments or Swap
Termination Payments (other than Defaulted Swap Termination Payments) owed to
the Swap Counterparty for such Distribution Date, and (y) the aggregate Stated
Principal Balance of the Group Two Mortgage Loans as of the first day of the
related Accrual Period (or, in the case of the first Distribution Date, as of
the Cut-off Date) and (iii) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the related Accrual Period.
The Class A-2 Available Funds Cap shall relate to the Class A-2 Certificates.

     Class A-2 Certificates: Any of the Class A-2A, Class A-2B, Class A-2C and
Class A-2D Certificates.

     Class A-2 Corridor Contract: The schedule and master agreement (attached as
Exhibit M-5 hereto), including the confirmation thereto (attached as Exhibit M-2
hereto) and the related credit support


                                       19

<PAGE>

annex (attached as Exhibit M-4 hereto), between the Securities Administrator on
behalf of the Issuing Entity and the Cap Contract Counterparty, with respect to
the Class A-2 Certificates.

     Class A-2 Corridor Contract Notional Balance: With respect to any
Distribution Date, the Class A-2 Corridor Contract Notional Balance set forth
for such Distribution Date in the Class A-2 LIBOR Cap Table (attached as
Schedule A to Exhibit M-2 hereto).

     Class A-2 Corridor Contract Termination Date: The Distribution Date in
September 2007.

     Class A-2 Maximum Rate Cap: With respect to a Distribution Date, the per
annum rate equal to the product of (i) 12, (ii) the quotient of (x) the total
scheduled interest that would have been due on the Group Two Mortgage Loans had
the Adjustable Rate Mortgage Loans provided for interest at their maximum
lifetime Net Mortgage Rates and the Fixed Rate Mortgage Loans provided for
interest at their Net Mortgage Rates less the pro rata portion (calculated based
on the ratio of the Stated Principal Balance of the Group Two Mortgage Loans to
the Stated Principal Balance of the total pool of Mortgage Loans) allocable to
the Group Two Mortgage Loans of any Net Swap Payments or Swap Termination
Payments owed to the Swap Counterparty for such Distribution Date (other than
Defaulted Swap Termination Payments), and (y) the aggregate Stated Principal
Balance of the Group Two Mortgage Loans as of the first day of the related
Accrual Period (or, in the case of the first Distribution Date, as of the
Cut-off Date) and (iii) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the related Accrual Period.
The Class A-2 Maximum Rate Cap shall relate to the Class A-2 Certificates.

     Class A-2 Upper Collar: With respect to each Distribution Date with respect
to which payments are received on the Class A-2 Corridor Contract, a rate equal
to the lesser of One-Month LIBOR and 10.260% per annum.

     Class A-2A Certificate: Any Certificate designated as a "Class A-2A
Certificate" on the face thereof, executed by the Securities Administrator and
authenticated by the Authenticating Agent in substantially the form set forth as
Exhibit A hereto, representing the right to distributions as set forth herein.

     Class A-2A Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class A-2A Certificates.

     Class A-2A Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-2A Pass-Through Rate on
the Class A-2A Certificate Principal Balance as of such Distribution Date plus
the portion of any previous distributions on such Class in respect of Current
Interest or a Class A-2A Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class A-2A Certificates.
For purposes of calculating interest, principal distributions on a Distribution
Date will be deemed to have been made on the first day of the Accrual Period in
which such Distribution Date occurs.

     Class A-2A Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-2A Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
A-2A Certificates with respect to Current Interest or Interest


                                       20

<PAGE>

Carry Forward Amounts on such prior Distribution Dates and (2) interest on such
excess (to the extent permitted by applicable law) at the Class A-2A
Pass-Through Rate for the related Accrual Period.

     Class A-2A Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.120% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.240% per annum.

     Class A-2A Pass-Through Rate: For the first Distribution Date, 5.44000% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class A-2A Margin, (2) the Class A-2 Available Funds Cap for such
Distribution Date and (3) the Class A-2 Maximum Rate Cap for such Distribution
Date.

     Class A-2B Certificate: Any Certificate designated as a "Class A-2B
Certificate" on the face thereof, executed by the Securities Administrator and
authenticated by the Authenticating Agent in substantially the form set forth as
Exhibit A hereto, representing the right to distributions as set forth herein.

     Class A-2B Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class A-2B Certificates.

     Class A-2B Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-2B Pass-Through Rate on
the Class A-2B Certificate Principal Balance as of such Distribution Date plus
the portion of any previous distributions on such Class in respect of Current
Interest or a Class A-2B Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class A-2B Certificates.
For purposes of calculating interest, principal distributions on a Distribution
Date will be deemed to have been made on the first day of the Accrual Period in
which such Distribution Date occurs.

     Class A-2B Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-2B Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
A-2B Certificates with respect to Current Interest or Interest Carry Forward
Amounts on such prior Distribution Dates and (2) interest on such excess (to the
extent permitted by applicable law) at the Class A-2B Pass-Through Rate for the
related Accrual Period.

     Class A-2B Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.210% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.420% per annum.

     Class A-2B Pass-Through Rate: For the first Distribution Date, 5.53000% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class A-2B Margin, (2) the Class A-2 Available Funds Cap for such
Distribution Date and (3) the Class A-2 Maximum Rate Cap for such Distribution
Date.

     Class A-2C Certificate: Any Certificate designated as a "Class A-2C
Certificate" on the face thereof, executed by the Securities Administrator and
authenticated by the Authenticating Agent in substantially the form set forth as
Exhibit A hereto, representing the right to distributions as set forth herein.


                                       21

<PAGE>

     Class A-2C Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class A-2C Certificates.

     Class A-2C Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-2C Pass-Through Rate on
the Class A-2C Certificate Principal Balance as of such Distribution Date plus
the portion of any previous distributions on such Class in respect of Current
Interest or a Class A-2C Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class A-2C Certificates.
For purposes of calculating interest, principal distributions on a Distribution
Date will be deemed to have been made on the first day of the Accrual Period in
which such Distribution Date occurs.

     Class A-2C Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-2C Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
A-2C Certificates with respect to Current Interest or Interest Carry Forward
Amounts on such prior Distribution Dates and (2) interest on such excess (to the
extent permitted by applicable law) at the Class A-2C Pass-Through Rate for the
related Accrual Period.

     Class A-2C Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.260% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.520% per annum.

     Class A-2C Pass-Through Rate: For the first Distribution Date, 5.58000% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class A-2C Margin, (2) the Class A-2 Available Funds Cap for such
Distribution Date and (3) the Class A-2 Maximum Rate Cap for such Distribution
Date.

     Class A-2D Certificate: Any Certificate designated as a "Class A-2D
Certificate" on the face thereof, executed by the Securities Administrator and
authenticated by the Authenticating Agent in substantially the form set forth as
Exhibit A hereto, representing the right to distributions as set forth herein.

     Class A-2D Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class A-2D Certificates.

     Class A-2D Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-2D Pass-Through Rate on
the Class A-2D Certificate Principal Balance as of such Distribution Date plus
the portion of any previous distributions on such Class in respect of Current
Interest or a Class A-2D Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class A-2D Certificates.
For purposes of calculating interest, principal distributions on a Distribution
Date will be deemed to have been made on the first day of the Accrual Period in
which such Distribution Date occurs.

     Class A-2D Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-2D Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
A-2D Certificates with respect to Current Interest or Interest


                                       22

<PAGE>

Carry Forward Amounts on such prior Distribution Dates and (2) interest on such
excess (to the extent permitted by applicable law) at the Class A-2D
Pass-Through Rate for the related Accrual Period.

     Class A-2D Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.420% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.840% per annum.

     Class A-2D Pass-Through Rate: For the first Distribution Date, 5.74000% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class A-2D Margin, (2) the Class A-2 Available Funds Cap for such
Distribution Date and (3) the Class A-2 Maximum Rate Cap for such Distribution
Date.

     Class B Certificates: Any of the Class B-1, Class B-2 and Class B-3
Certificates.

     Class B-1 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans
which have been applied to the reduction of the Certificate Principal Balance of
the Class B-1 Certificates.

     Class B-1 Certificate: Any Certificate designated as a "Class B-1
Certificate" on the face thereof, executed by the Securities Administrator and
authenticated by the Authenticating Agent in substantially the form set forth as
Exhibit A hereto, representing the right to distributions as set forth herein.

     Class B-1 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-1 Certificates.

     Class B-1 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-1 Pass-Through Rate on
the Class B-1 Certificate Principal Balance as of such Distribution Date plus
the portion of any previous distributions on such Class in respect of Current
Interest or a Class B-1 Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-1 Certificates.

     Class B-1 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-1 Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
B-1 Certificates with respect to Current Interest or Interest Carry Forward
Amounts on such prior Distribution Dates and (2) interest on such excess (to the
extent permitted by applicable law) at the Class B-1 Pass-Through Rate for the
related Accrual Period.

     Class B-1 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 2.150% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 3.225% per annum.

     Class B-1 Pass-Through Rate: For the first Distribution Date, 7.47000% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class B-1 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.


                                       23

<PAGE>

     Class B-1 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount
for such Distribution Date if the Class A Certificate Principal Balance and the
Class M Certificate Principal Balance, have been reduced to zero and a Stepdown
Trigger Event exists, or as long as a Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the Class A Certificate Principal Balance (after
taking into account distributions of the Class A Principal Distribution Amount
on such Distribution Date), (B) the Class M-1 Certificate Principal Balance,
Class M-2 Certificate Principal Balance, and Class M-3 Certificate Principal
Balance (after taking into account distributions of the Class M-1/M-2/M-3
Principal Distribution Amount on such Distribution Date), (C) the Class M-4
Certificate Principal Balance (after taking into account distributions of the
Class M-4 Principal Distribution Amount on such Distribution Date), (D) the
Class M-5 Certificate Principal Balance (after taking into account distributions
of the Class M-5 Principal Distribution Amount on such Distribution Date), (E)
the Class M-6 Certificate Principal Balance (after taking into account
distributions of the Class M-6 Principal Distribution Amount on such
Distribution Date) and (F) the Class B-1 Certificate Principal Balance
immediately prior to such Distribution Date over (2) the lesser of (A) 85.90% of
the Stated Principal Balance of the Mortgage Loans as of such Distribution Date
and (B) the excess of the Stated Principal Balance of the Mortgage Loans as of
such Distribution Date over the Minimum Required Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any Distribution Date prior to the
Stepdown Date on which the Certificate Principal Balance of each Class of Class
A Certificates and Class M Certificates has been reduced to zero, the Class B-1
Principal Distribution Amount will equal the lesser of (x) the outstanding
Certificate Principal Balance of the Class B-1 Certificates and (y) 100% of the
Principal Distribution Amount remaining after any distributions on such Class A
and Class M Certificates and (II) in no event will the Class B-1 Principal
Distribution Amount with respect to any Distribution Date exceed the Class B-1
Certificate Principal Balance.

     Class B-1 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-1 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class B-1 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all increases in the Certificate
Principal Balance of the Class B-1 Certificates pursuant to the last sentence of
the definition of "Certificate Principal Balance."

     Class B-2 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans
which have been applied to the reduction of the Certificate Principal Balance of
the Class B-2 Certificates.

     Class B-2 Certificate: Any Certificate designated as a "Class B-2
Certificate" on the face thereof, executed by the Securities Administrator and
authenticated by the Authenticating Agent in substantially the form set forth as
Exhibit A hereto, representing the right to distributions as set forth herein.

     Class B-2 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-2 Certificates.

     Class B-2 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-2 Pass-Through Rate on
the Class B-2 Certificate Principal Balance as of such Distribution Date plus
the portion of any previous distributions on such Class in respect of Current
Interest or a Class B-2 Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-2 Certificates.


                                       24

<PAGE>

     Class B-2 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-2 Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
B-2 Certificates with respect to Current Interest or Interest Carry Forward
Amounts on such prior Distribution Dates and (2) interest on such excess (to the
extent permitted by applicable law) at the Class B-2 Pass-Through Rate for the
related Accrual Period.

     Class B-2 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 2.150% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 3.225% per annum.

     Class B-2 Pass-Through Rate: For the first Distribution Date, 7.47000% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class B-2 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.

     Class B-2 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount
for such Distribution Date if the Class A Certificate Principal Balance, the
Class M Certificate Principal Balance and the Class B-1 Certificate Principal
Balance have been reduced to zero and a Stepdown Trigger Event exists, or as
long as a Stepdown Trigger Event does not exist, the excess of (1) the sum of
(A) the Class A Certificate Principal Balance (after taking into account
distributions of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class M-1 Certificate Principal Balance, Class M-2 Certificate
Principal Balance, and Class M-3 Certificate Principal Balance (after taking
into account distributions of the Class M-1/M-2/M-3 Principal Distribution
Amount on such Distribution Date), (C) the Class M-4 Certificate Principal
Balance (after taking into account distributions of the Class M-4 Principal
Distribution Amount on such Distribution Date), (D) the Class M-5 Certificate
Principal Balance (after taking into account distributions of the Class M-5
Principal Distribution Amount on such Distribution Date), (E) the Class M-6
Certificate Principal Balance (after taking into account distributions of the
Class M-6 Principal Distribution Amount on such Distribution Date), (F) the
Class B-1 Certificate Principal Balance (after taking into account distributions
of the Class B-1 Principal Distribution Amount on such Distribution Date) and
(G) the Class B-2 Certificate Principal Balance immediately prior to such
Distribution Date over (2) the lesser of (A) 88.90% of the Stated Principal
Balance of the Mortgage Loans as of such Distribution Date and (B) the excess of
the Stated Principal Balance of the Mortgage Loans as of such Distribution Date
over the Minimum Required Overcollateralization Amount. Notwithstanding the
foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the
Certificate Principal Balance of each Class of Class A, Class M and Class B-1
Certificates has been reduced to zero, the Class B-2 Principal Distribution
Amount will equal the lesser of (x) the outstanding Certificate Principal
Balance of the Class B-2 Certificates and (y) 100% of the Principal Distribution
Amount remaining after any distributions on such Class A, Class M and Class B-1
Certificates and (II) in no event will the Class B-2 Principal Distribution
Amount with respect to any Distribution Date exceed the Class B-2 Certificate
Principal Balance.

     Class B-2 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-2 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class B-2 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all increases in the Certificate
Principal Balance of the Class B-2 Certificates pursuant to the last sentence of
the definition of "Certificate Principal Balance."


                                       25

<PAGE>

     Class B-3 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans
which have been applied to the reduction of the Certificate Principal Balance of
the Class B-3 Certificates.

     Class B-3 Certificate: Any Certificate designated as a "Class B-3
Certificate" on the face thereof, executed by the Securities Administrator and
authenticated by the Authenticating Agent in substantially the form set forth as
Exhibit A hereto, representing the right to distributions as set forth herein.

     Class B-3 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-3 Certificates.

     Class B-3 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-3 Pass-Through Rate on
the Class B-3 Certificate Principal Balance as of such Distribution Date plus
the portion of any previous distributions on such Class in respect of Current
Interest or a Class B-3 Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class B-3 Certificates.

     Class B-3 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-3 Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
B-3 Certificates with respect to Current Interest or Interest Carry Forward
Amounts on such prior Distribution Dates and (2) interest on such excess (to the
extent permitted by applicable law) at the Class B-3 Pass-Through Rate for the
related Accrual Period.

     Class B-3 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 2.150% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 3.225% per annum.

     Class B-3 Pass-Through Rate: For the first Distribution Date, 7.47000% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class B-3 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.

     Class B-3 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount
for such Distribution Date if the Class A Certificate Principal Balance, the
Class M Certificate Principal Balance, the Class B-1 Certificate Principal
Balance and the Class B-2 Certificate Principal Balance have been reduced to
zero and a Stepdown Trigger Event exists, or as long as a Stepdown Trigger Event
does not exist, the excess of (1) the sum of (A) the Class A Certificate
Principal Balance (after taking into account distributions of the Class A
Principal Distribution Amount on such Distribution Date), (B) the Class M-1
Certificate Principal Balance, Class M-2 Certificate Principal Balance, and
Class M-3 Certificate Principal Balance (after taking into account distributions
of the Class M-1/M-2/M-3 Principal Distribution Amount on such Distribution
Date), (C) the Class M-4 Certificate Principal Balance (after taking into
account distributions of the Class M-4 Principal Distribution Amount on such
Distribution Date), (D) the Class M-5 Certificate Principal Balance (after
taking into account distributions of the Class M-5 Principal Distribution Amount
on such Distribution Date), (E) the Class M-6 Certificate Principal Balance
(after taking into account distributions of the Class M-6 Principal Distribution
Amount on such Distribution Date), (F) the Class B-1 Certificate Principal
Balance (after taking into account distributions of the Class B-1 Principal


                                       26

<PAGE>

Distribution Amount on such Distribution Date), (G) the Class B-2 Certificate
Principal Balance (after taking into account distributions of the Class B-2
Principal Distribution Amount on such Distribution Date) and (H) the Class B-3
Certificate Principal Balance immediately prior to such Distribution Date over
(2) the lesser of (A) 91.50% of the Stated Principal Balance of the Mortgage
Loans as of such Distribution Date and (B) the excess of the Stated Principal
Balance of the Mortgage Loans as of such Distribution Date over the Minimum
Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any
Distribution Date prior to the Stepdown Date on which the Certificate Principal
Balance of each Class of Class A, Class M, Class B-1 and Class B-2 Certificates
has been reduced to zero, the Class B-3 Principal Distribution Amount will equal
the lesser of (x) the outstanding Certificate Principal Balance of the Class B-3
Certificates and (y) 100% of the Principal Distribution Amount remaining after
any distributions on such Class A, Class M, Class B-1 and Class B-2 Certificates
and (II) in no event will the Class B-3 Principal Distribution Amount with
respect to any Distribution Date exceed the Class B-3 Certificate Principal
Balance.

     Class B-3 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-3 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class B-3 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all increases in the Certificate
Principal Balance of the Class B-3 Certificates pursuant to the last sentence of
the definition of "Certificate Principal Balance".

     Class C Applied Realized Loss Amount: As of any Distribution Date, the sum
of all Applied Realized Loss Amounts with respect to the Mortgage Loans which
have been applied to the reduction of the Certificate Principal Balance of the
Class C Certificates.

     Class C Certificate: Any Certificate designated as a "Class C Certificate"
on the face thereof, executed by the Securities Administrator and authenticated
by the Authenticating Agent in substantially the form set forth in Exhibit A
hereto, representing the right to distributions as set forth herein.

     Class C Certificate Principal Balance: As of any date of determination, the
aggregate Certificate Principal Balance of the Class C Certificates.

     Class C Current Interest: As of any Distribution Date, the interest accrued
during the related Accrual Period at the Class C Distributable Interest Rate on
a notional amount equal to the aggregate principal balance of the Lower Tier
REMIC Regular Interests immediately prior to such Distribution Date, plus the
interest portion of any previous distributions on such Class that is recovered
as a voidable preference by a trustee in bankruptcy, less any Non-Supported
Interest Shortfall allocated on such Distribution Date to the Class C
Certificates.

     Class C Distributable Interest Rate: The excess, if any, of (a) the
weighted average of the interest rates on the Lower Tier REMIC Regular Interests
(other than the Class LT-IO Interest) over (b) two times the weighted average of
the interest rates on the Lower Tier REMIC I Marker Interests and the Class LTIX
Interest (treating for purposes of this clause (b) the interest rate on each of
the Lower Tier REMIC I Marker Interests as being subject to a cap and a floor
equal to the interest rate of the Corresponding REMIC Regular Interest of the
Corresponding Certificates (as adjusted, if necessary, to reflect the length of
the Accrual Period for the LIBOR Certificates) and treating the Class LTIX
Interest as being capped at zero). The averages described in the preceding
sentence shall be weighted on the basis of the respective principal balances of
the Lower Tier REMIC Regular Interests immediately prior to any date of
determination.


                                       27

<PAGE>

     Class C Interest Carry Forward Amount: As of any Distribution Date, the
excess of (A) the Class C Current Interest with respect to prior Distribution
Dates over (B) the amount actually distributed to the Class C Certificates with
respect to interest on such prior Distribution Dates or added to the aggregate
Certificate Principal Balance of the Class C Certificates (other than amounts so
added attributable to Subsequent Recoveries or proceeds of the Swap Agreement or
Cap Contract).

     Class C Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class C Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class C Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all increases in the Certificate
Principal Balance of such Class C Certificates (A) pursuant to the last sentence
of the definition of "Certificate Principal Balance" or (B) attributable to
distributions of proceeds of the Swap Agreement or Cap Contract.

     Class LTA-1 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal
balance of its Corresponding Certificates and an interest rate equal to the Net
Rate.

     Class LTA-2A Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal
balance of its Corresponding Certificate and an interest rate equal to the Net
Rate.

     Class LTA-2B Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal
balance of its Corresponding Certificate and an interest rate equal to the Net
Rate.

     Class LTA-2C Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal
balance of its Corresponding Certificate and an interest rate equal to the Net
Rate.

     Class LTA-2D Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal
balance of its Corresponding Certificate and an interest rate equal to the Net
Rate.

     Class LTB-1 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal
balance of its Corresponding Certificate and an interest rate equal to the Net
Rate.

     Class LTB-2 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal
balance of its Corresponding Certificate and an interest rate equal to the Net
Rate.

     Class LTB-3 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal
balance of its Corresponding Certificate and an interest rate equal to the Net
Rate.

     Class LT-IO Interest: An uncertificated regular interest in the Lower Tier
REMIC with the characteristics set forth in the description of the Lower Tier
REMIC in the Preliminary Statement.


                                       28

<PAGE>

     Class LTIX Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to the excess of (i) 50% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans over (ii) the
initial principal balance of the Lower Tier REMIC I Marker Interests, and with
an interest rate equal to the Net Rate.

     Class LTIIX Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to the excess of (i) 50% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans over (ii) the
initial principal balance of the Lower Tier REMIC II Marker Interests, and with
an interest rate equal to the Net Rate.

     Class LTII1A Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 0.05% of the excess of (i) the
aggregate Cut-off Date Principal Balance of the Group One Mortgage Loans over
(ii) the aggregate of the initial Certificate Principal Balances of Certificate
Group One, and with an interest rate equal to the Net Rate.

     Class LTII1B Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 0.05% of the aggregate Cut-off
Date Principal Balance of the Group One Mortgage Loans, and with an interest
rate equal to the rate set forth in footnote 9 to the description of the Lower
Tier REMIC in the Preliminary Statement.

     Class LTII2A Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 0.05% of the excess of (i) the
aggregate Cut-off Date Principal Balance of the Group Two Mortgage Loans over
(ii) the aggregate of the initial Certificate Principal Balances of Certificate
Group Two, and with an interest rate equal to the Net Rate.

     Class LTII2B Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 0.05% of the aggregate Cut-off
Date Principal Balance of the Group Two Mortgage Loans and with an interest rate
equal to the rate set forth in footnote 10 to the description of the Lower Tier
REMIC in the Preliminary Statement.

     Class LTM-1 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal
balance of its Corresponding Certificate and an interest rate equal to the Net
Rate.

     Class LTM-2 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal
balance of its Corresponding Certificate and an interest rate equal to the Net
Rate.

     Class LTM-3 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal
balance of its Corresponding Certificate and an interest rate equal to the Net
Rate.

     Class LTM-4 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal
balance of its Corresponding Certificate and an interest rate equal to the Net
Rate.


                                       29

<PAGE>

     Class LTM-5 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal
balance of its Corresponding Certificate and an interest rate equal to the Net
Rate.

     Class LTM-6 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal
balance of its Corresponding Certificate and an interest rate equal to the Net
Rate.

     Class LTR Interest: The sole class of "residual interest" in the Lower Tier
REMIC.

     Class M Certificates: Any of the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5 and Class M-6 Certificates.

     Class M Certificate Principal Balance: For any date of determination, the
sum of the Class M-1 Certificate Principal Balance, Class M-2 Certificate
Principal Balance, Class M-3 Certificate Principal Balance, Class M-4
Certificate Principal Balance, Class M-5 Certificate Principal Balance and Class
M-6 Certificate Principal Balance.

     Class M-1 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans
which have been applied to the reduction of the Certificate Principal Balance of
the Class M-1 Certificates.

     Class M-1 Certificate: Any Certificate designated as a "Class M-1
Certificate" on the face thereof, executed by the Securities Administrator and
authenticated by the Authenticating Agent in substantially the form set forth as
Exhibit A hereto, representing the right to distributions as set forth herein.

     Class M-1 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-1 Certificates.

     Class M-1 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-1 Pass-Through Rate on
the Class M-1 Certificate Principal Balance as of such Distribution Date plus
the portion of any previous distributions on such Class in respect of Current
Interest or Class M-1 Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class M-1 Certificates.

     Class M-1 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-1 Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
M-1 Certificates with respect to Current Interest or Interest Carry Forward
Amounts on such prior Distribution Dates and (2) interest on such excess (to the
extent permitted by applicable law) at the Class M-1 Pass-Through Rate for the
related Accrual Period.

     Class M-1 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.460% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.690% per annum.


                                       30

<PAGE>

     Class M-1 Pass-Through Rate: For the first Distribution Date, 5.78000% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class M-1 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.

     Class M-1 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-1 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class M-1 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all increases in the Certificate
Principal Balance of such Class M-1 Certificates pursuant to the last sentence
of the definition of "Certificate Principal Balance."

     Class M-1/M-2/M-3 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount for such Distribution Date if the Class A Certificate
Principal Balance has been reduced to zero and a Stepdown Trigger Event exists,
or as long as a Stepdown Trigger Event does not exist, the excess of (1) the sum
of (A) the Class A Certificate Principal Balance (after taking into account
distributions of the Class A Principal Distribution Amount on such Distribution
Date) and (B) the Class M-1 Certificate Principal Balance, the Class M-2
Certificate Principal Balance and the Class M-3 Certificate Principal Balance
immediately prior to such Distribution Date over (2) the lesser of (A) 72.10% of
the Stated Principal Balances of the Mortgage Loans as of such Distribution Date
and (B) the excess of the Stated Principal Balances for the Mortgage Loans as of
such Distribution Date over the Minimum Required Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any Distribution Date prior to the
Stepdown Date on which the Certificate Principal Balance of each Class of Class
A Certificates has been reduced to zero, the Class M-1/M-2/M-3 Principal
Distribution Amount will equal the lesser of (x) the outstanding Certificate
Principal Balance of the Class M-1, Class M-2 and Class M-3 Certificates and (y)
100% of the Principal Distribution Amount remaining after any distributions on
such Class A Certificates and (II) in no event will the Class M-1/M-2/M-3
Principal Distribution Amount with respect to any Distribution Date exceed the
Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal
Balance and the Class M-3 Certificate Principal Balance.

     Class M-2 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans
which have been applied to the reduction of the Certificate Principal Balance of
the Class M-2 Certificates.

     Class M-2 Certificate: Any Certificate designated as a "Class M-2
Certificate" on the face thereof, executed by the Securities Administrator and
authenticated by the Authenticating Agent in substantially the form set forth as
Exhibit A hereto, representing the right to distributions as set forth herein.

     Class M-2 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-2 Certificates.

     Class M-2 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-2 Pass-Through Rate on
the Class M-2 Certificate Principal Balance as of such Distribution Date plus
the portion of any previous distributions on such Class in respect of Current
Interest or Class M-2 Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class M-2 Certificates.


                                       31

<PAGE>

     Class M-2 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-2 Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
M-2 Certificates with respect to Current Interest or Interest Carry Forward
Amounts on such prior Distribution Dates and (2) interest on such excess (to the
extent permitted by applicable law) at the Class M-2 Pass-Through Rate for the
related Accrual Period.

     Class M-2 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.650% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.975% per annum.

     Class M-2 Pass-Through Rate: For the first Distribution Date, 5.97000% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class M-2 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.

     Class M-2 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-2 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class M-2 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all increases in the Certificate
Principal Balance of such Class M-2 Certificates pursuant to the last sentence
of the definition of "Certificate Principal Balance."

     Class M-3 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans
which have been applied to the reduction of the Certificate Principal Balance of
the Class M-3 Certificates.

     Class M-3 Certificate: Any Certificate designated as a "Class M-3
Certificate" on the face thereof, executed by the Securities Administrator and
authenticated by the Authenticating Agent in substantially the form set forth as
Exhibit A hereto, representing the right to distributions as set forth herein.

     Class M-3 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-3 Certificates.

     Class M-3 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-3 Pass-Through Rate on
the Class M-3 Certificate Principal Balance as of such Distribution Date plus
the portion of any previous distributions on such Class in respect of Current
Interest or Class M-3 Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class M-3 Certificates.

     Class M-3 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-3 Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
M-3 Certificates with respect to Current Interest or Interest Carry Forward
Amounts on such prior Distribution Dates and (2) interest on such excess (to the
extent permitted by applicable law) at the Class M-3 Pass-Through Rate for the
related Accrual Period.


                                       32

<PAGE>

     Class M-3 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.850% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 1.275% per annum.

     Class M-3 Pass-Through Rate: For the first Distribution Date, 6.17000% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class M-3 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.

     Class M-3 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-3 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class M-3 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all increases in the Certificate
Principal Balance of such Class M-3 Certificates pursuant to the last sentence
of the definition of "Certificate Principal Balance."

     Class M-4 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans
which have been applied to the reduction of the Certificate Principal Balance of
the Class M-4 Certificates.

     Class M-4 Certificate: Any Certificate designated as a "Class M-4
Certificate" on the face thereof, executed by the Securities Administrator and
authenticated by the Authenticating Agent in substantially the form set forth as
Exhibit A hereto, representing the right to distributions as set forth herein.

     Class M-4 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-4 Certificates.

     Class M-4 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-4 Pass-Through Rate on
the Class M-4 Certificate Principal Balance as of such Distribution Date plus
the portion of any previous distributions on such Class in respect of Current
Interest or Class M-4 Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class M-4 Certificates.

     Class M-4 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-4 Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
M-4 Certificates with respect to Current Interest or Interest Carry Forward
Amounts on such prior Distribution Dates and (2) interest on such excess (to the
extent permitted by applicable law) at the Class M-4 Pass-Through Rate for the
related Accrual Period.

     Class M-4 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 1.750% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 2.625% per annum.

     Class M-4 Pass-Through Rate: For the first Distribution Date, 7.07000% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class M-4 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.


                                       33

<PAGE>

     Class M-4 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount
for such Distribution Date if the Class A Certificate Principal Balance, Class
M-1 Certificate Principal Balance, Class M-2 Certificate Principal Balance and
Class M-3 Certificate Principal Balance have been reduced to zero and a Stepdown
Trigger Event exists, or as long as a Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the Class A Certificate Principal Balance (after
taking into account distributions of the Class A Principal Distribution Amount
on such Distribution Date), (B) the Class M-1 Certificate Principal Balance,
Class M-2 Certificate Principal Balance, and Class M-3 Certificate Principal
Balance (after taking into account distributions of the Class M-1/M-2/M-3
Principal Distribution Amount on such Distribution Date) and (C) the Class M-4
Certificate Principal Balance immediately prior to such Distribution Date over
(2) the lesser of (A) 75.80% of the Stated Principal Balances of the Mortgage
Loans as of such Distribution Date and (B) the excess of the Stated Principal
Balances for the Mortgage Loans as of such Distribution Date over the Minimum
Required Overcollateralization Amount. Notwithstanding the foregoing, (I) on any
Distribution Date prior to the Stepdown Date on which the Certificate Principal
Balance of each Class of Class A Certificates, the Class M-1 Certificates, the
Class M-2 Certificates and the Class M-3 Certificates has been reduced to zero,
the Class M-4 Principal Distribution Amount will equal the lesser of (x) the
outstanding Certificate Principal Balance of the Class M-4 Certificates and (y)
100% of the Principal Distribution Amount remaining after any distributions on
such Class A, Class M-1, Class M-2 and Class M-3 Certificates and (II) in no
event will the Class M-4 Principal Distribution Amount with respect to any
Distribution Date exceed the Class M-4 Certificate Principal Balance.

     Class M-4 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-4 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class M-4 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all increases in the Certificate
Principal Balance of such Class M-4 Certificates pursuant to the last sentence
of the definition of "Certificate Principal Balance."

     Class M-5 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans
which have been applied to the reduction of the Certificate Principal Balance of
the Class M-5 Certificates.

     Class M-5 Certificate: Any Certificate designated as a "Class M-5
Certificate" on the face thereof, executed by the Securities Administrator and
authenticated by the Authenticating Agent in substantially the form set forth as
Exhibit A hereto, representing the right to distributions as set forth herein.

     Class M-5 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-5 Certificates.

     Class M-5 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-5 Pass-Through Rate on
the Class M-5 Certificate Principal Balance as of such Distribution Date plus
the portion of any previous distributions on such Class in respect of Current
Interest or Class M-5 Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class M-5 Certificates.

     Class M-5 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-5 Current Interest with respect to
prior Distribution Dates over (B) the amount


                                       34

<PAGE>

actually distributed to the Class M-5 Certificates with respect to Current
Interest or Interest Carry Forward Amounts on such prior Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable law) at the
Class M-5 Pass-Through Rate for the related Accrual Period.

     Class M-5 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 1.950% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 2.925% per annum.

     Class M-5 Pass-Through Rate: For the first Distribution Date, 7.27000% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class M-5 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.

     Class M-5 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount
for such Distribution Date if the Class A Certificate Principal Balance, Class
M-1 Certificate Principal Balance, Class M-2 Certificate Principal Balance,
Class M-3 Certificate Principal Balance and Class M-4 Certificate Principal
Balance have been reduced to zero and a Stepdown Trigger Event exists, or as
long as a Stepdown Trigger Event does not exist, the excess of (1) the sum of
(A) the Class A Certificate Principal Balance (after taking into account
distributions of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class M-1 Certificate Principal Balance, Class M-2 Certificate
Principal Balance, and Class M-3 Certificate Principal Balance (after taking
into account distributions of the Class M-1/M-2/M-3 Principal Distribution
Amount on such Distribution Date), (C) the Class M-4 Certificate Principal
Balance (after taking into account distributions of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (D) the Class M-5 Certificate
Principal Balance immediately prior to such Distribution Date over (2) the
lesser of (A) 79.30% of the Stated Principal Balances of the Mortgage Loans as
of such Distribution Date and (B) the excess of the Stated Principal Balances
for the Mortgage Loans as of such Distribution Date over the Minimum Required
Overcollateralization Amount. Notwithstanding the foregoing, (I) on any
Distribution Date prior to the Stepdown Date on which the Certificate Principal
Balance of each Class of Class A Certificates, the Class M-1 Certificates, the
Class M-2 Certificates, the Class M-3 Certificates and the Class M-4
Certificates has been reduced to zero, the Class M-5 Principal Distribution
Amount will equal the lesser of (x) the outstanding Certificate Principal
Balance of the Class M-5 Certificates and (y) 100% of the Principal Distribution
Amount remaining after any distributions on such Class A, Class M-1, Class M-2,
Class M-3 and Class M-4 Certificates and (II) in no event will the Class M-5
Principal Distribution Amount with respect to any Distribution Date exceed the
Class M-5 Certificate Principal Balance.

     Class M-5 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-5 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class M-5 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all increases in the Certificate
Principal Balance of such Class M-5 Certificates pursuant to the last sentence
of the definition of "Certificate Principal Balance."

     Class M-6 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans
which have been applied to the reduction of the Certificate Principal Balance of
the Class M-6 Certificates.


                                       35

<PAGE>

     Class M-6 Certificate: Any Certificate designated as a "Class M-6
Certificate" on the face thereof, executed by the Securities Administrator and
authenticated by the Authenticating Agent in substantially the form set forth as
Exhibit A hereto, representing the right to distributions as set forth herein.

     Class M-6 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-6 Certificates.

     Class M-6 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-6 Pass-Through Rate on
the Class M-6 Certificate Principal Balance as of such Distribution Date plus
the portion of any previous distributions on such Class in respect of Current
Interest or Class M-6 Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest
Shortfall allocated on such Distribution Date to the Class M-6 Certificates.

     Class M-6 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-6 Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
M-6 Certificates with respect to Current Interest or Interest Carry Forward
Amounts on such prior Distribution Dates and (2) interest on such excess (to the
extent permitted by applicable law) at the Class M-6 Pass-Through Rate for the
related Accrual Period.

     Class M-6 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 2.150% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 3.225% per annum.

     Class M-6 Pass-Through Rate: For the first Distribution Date, 7.47000% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class M-6 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.

     Class M-6 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount
for such Distribution Date if the Class A Certificate Principal Balance, Class
M-1 Certificate Principal Balance, Class M-2 Certificate Principal Balance,
Class M-3 Certificate Principal Balance, Class M-4 Certificate Principal Balance
and Class M-5 Certificate Principal Balance have been reduced to zero and a
Stepdown Trigger Event exists, or as long as a Stepdown Trigger Event does not
exist, the excess of (1) the sum of (A) the Class A Certificate Principal
Balance (after taking into account distributions of the Class A Principal
Distribution Amount on such Distribution Date), (B) the Class M-1 Certificate
Principal Balance, Class M-2 Certificate Principal Balance, and Class M-3
Certificate Principal Balance (after taking into account distributions of the
Class M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (C)
the Class M-4 Certificate Principal Balance (after taking into account
distributions of the Class M-4 Principal Distribution Amount on such
Distribution Date), (D) the Class M-5 Certificate Principal Balance (after
taking into account distributions of the Class M-5 Principal Distribution Amount
on such Distribution Date), and (E) the Class M-6 Certificate Principal Balance
immediately prior to such Distribution Date over (2) the lesser of (A) 82.70% of
the Stated Principal Balances of the Mortgage Loans as of such Distribution Date
and (B) the excess of the Stated Principal Balances for the Mortgage Loans as of
such Distribution Date over the Minimum Required Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any Distribution Date prior to the
Stepdown Date on which the Certificate Principal Balance of each Class of


                                       36

<PAGE>

Class A Certificates, the Class M-1 Certificates, the Class M-2 Certificates,
the Class M-3 Certificates, the Class M-4 Certificates and the Class M-5
Certificates has been reduced to zero, the Class M-6 Principal Distribution
Amount will equal the lesser of (x) the outstanding Certificate Principal
Balance of the Class M-6 Certificates and (y) 100% of the Principal Distribution
Amount remaining after any distributions on such Class A, Class M-1, Class M-2,
Class M-3, Class M-4 and Class M-5 Certificates and (II) in no event will the
Class M-6 Principal Distribution Amount with respect to any Distribution Date
exceed the Class M-6 Certificate Principal Balance.

     Class M-6 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-6 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class M-6 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all increases in the Certificate
Principal Balance of such Class M-6 Certificates pursuant to the last sentence
of the definition of "Certificate Principal Balance."

     Class P Certificate: Any Certificate designated as a Class P Certificate on
the face thereof, executed by the Securities Administrator and authenticated by
the Authenticating Agent in substantially the form set forth in Exhibit A,
representing the right to distributions as set forth herein.

     Class Payment Shortfall: As defined in Section 2.07(d)(ii) herein.

     Class R Certificate: The Class R Certificate executed by the Securities
Administrator and authenticated by the Authenticating Agent in substantially the
form set forth in Exhibit A.

     Class R Certificate Principal Balance: As of any date of determination, the
aggregate Certificate Principal Balance of the Class R Certificate.

     Class R Current Interest: As of any Distribution Date, the interest accrued
during the related Accrual Period at the Class R Pass-Through Rate on the Class
R Certificate Principal Balance as of such Distribution Date plus the portion of
any previous distributions on such Class in respect of Current Interest or a
Class R Interest Carry Forward Amount that is recovered as a voidable preference
by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated
on such Distribution Date to the Class R Certificate. For purposes of
calculating interest, principal distributions on a Distribution Date will be
deemed to have been made on the first day of the Accrual Period in which such
Distribution Date occurs.

     Class R Interest Carry Forward Amount: As of any Distribution Date, the sum
of (1) the excess of (A) the Class R Current Interest with respect to prior
Distribution Dates over (B) the amount actually distributed to the Class R
Certificate with respect to Current Interest or Interest Carry Forward Amounts
on such prior Distribution Dates and (2) interest on such excess (to the extent
permitted by applicable law) at the Class R Pass-Through Rate for the related
Accrual Period.

     Class R Margin: As of any Distribution Date up to and including the Initial
Optional Termination Date for the Certificates, 0.250% per annum and, as of any
Distribution Date after the Initial Optional Termination Date, 0.50% per annum.

     Class R Pass-Through Rate: For the first Distribution Date, 5.57000% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class R Margin, (2) the Class A-


                                       37

<PAGE>

1 Available Funds Cap for such Distribution Date and (3) the Class A-1 Maximum
Rate Cap for such Distribution Date.

     Class SWR Interest: The sole class of "residual interest" in the SWAP
REMIC.

     Closing Date: March 30, 2007.

     Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.

     Collection Accounts: The separate Eligible Accounts created and initially
maintained by each Servicer pursuant to Section 3.05(d) in the name of the
Trustee for the benefit of the Certificateholders and designated, "Wilshire
Credit Corporation, as servicer for Citibank, N.A., as trustee, in trust for
registered holders of Merrill Lynch Mortgage Investors Trust, Mortgage Loan
Asset-Backed Certificates, Series 2007-HE2", "Litton Loan Servicing LP, as
servicer for Citibank N.A., as trustee, in trust for registered holders of
Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates,
Series 2007-HE2" and "Option One Mortgage Corporation, as servicer for Citibank
N.A., as trustee, in trust for registered holders of Merrill Lynch Mortgage
Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2007-HE2".
Funds in each Collection Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement.

     Combined Loan-to-Value Ratio: The fraction, expressed as a percentage, the
numerator of which is the sum of (1) the original principal balance of the
related Mortgage Loan and (2) any outstanding principal balances of Mortgage
Loans the liens on which are senior to the lien on such related Mortgage Loan
(such sum calculated at the date of origination of such related Mortgage Loan)
and the denominator of which is the lesser of (A) the Appraised Value of the
related Mortgaged Property and (B) the sales price of the related Mortgaged
Property at time of origination.

     Commission: The Securities and Exchange Commission.

     Compensating Interest: For any Distribution Date (a) with respect to
Wilshire, and (i) all Principal Prepayments in full in respect of a Mortgage
Loan that are received from the first day of the applicable Prepayment Period
through the last day of the month preceding such Distribution Date, a payment
made by Wilshire (provided that the amount of such payment shall not exceed one
half of the Servicing Fee for the related Distribution Date) equal to the amount
of interest at the Net Mortgage Rate for such Mortgage Loan from the date of
prepayment through the last day of such preceding month, and (ii) all Principal
Prepayments in part in respect of a Mortgage Loan that are received during the
calendar month preceding such Distribution Date, a payment made by Wilshire
equal to the amount of interest at the Net Mortgage Rate for such Mortgage Loans
from the date of prepayment through the last day of such preceding month; (b)
with respect to Litton, and all Principal Prepayments in full in respect of a
Mortgage Loan that are received from the first day of the related Prepayment
Period through the last day of the month preceding such Distribution Date, a
payment made by Litton equal to the lesser of (i) one-half of the total amount
of Servicing Fees received on the Mortgage Loans serviced by Litton for the
applicable Distribution Date and (ii) the amount of interest accrued at the Net
Mortgage Rate for such Mortgage Loans from the date of prepayment through the
last day of such preceding month, and (c) with respect to Option One and all
Principal Prepayments in part or in full in respect of a Mortgage Loan that are
received from the first day of the related Prepayment Period through the last
day of the month preceding such Distribution Date, a payment made by Option One
equal to the amount of interest accrued at the Net Mortgage Rate for such
Mortgage Loans from the date of prepayment through the last day of such


                                       38

<PAGE>

preceding month not to exceed the product of (i) one-twelfth of the Servicing
Fee Rate and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date.

     Corresponding Certificates: With respect to the Class LTA-1 Interest, the
Class A-1 and Class R Certificates. With respect to the Class LTA-2A Interest,
the Class A-2A Certificates. With respect to the Class LTA-2B Interest, the
Class A-2B Certificates. With respect to the Class LTA-2C Interest, the Class
A-2C Certificates. With respect to the Class LTA-2D Interest, the Class A-2D
Certificates. With respect to the Class LTM-1 Interest, the Class M-1
Certificates. With respect to the Class LTM-2 Interest, the Class M-2
Certificates. With respect to the Class LTM-3 Interest, the Class M-3
Certificates. With respect to the Class LTM-4 Interest, the Class M-4
Certificates. With respect to the Class LTM-5 Interest, the Class M-5
Certificates. With respect to the Class LTM-6 Interest, the Class M-6
Certificates. With respect to the Class LTB-1 Interest, the Class B-1
Certificates. With respect to the Class LTB-2 Interest, the Class B-2
Certificates. With respect to the Class LTB-3 Interest, the Class B-3
Certificates.

     Corresponding REMIC Regular Interest: For each Class of Certificates, the
interest in the Upper Tier REMIC listed on the same row in the table entitled
"Upper Tier REMIC" in the Preliminary Statement.

     Corridor Contract: Any of the Class A-1 Corridor Contract, the Class A-2
Corridor Contract or the Subordinate Certificate Corridor Contract.

     Corridor Contract Account: The separate Eligible Account created and
maintained by the Securities Administrator pursuant to Section 4.04(k)(i) in the
name of the Trustee for the benefit of the Issuing Entity and designated
"LaSalle Bank National Association, as securities administrator for Citibank,
N.A., as trustee, in trust for registered holders of Merrill Lynch Mortgage
Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2007-HE2."
Funds in the Corridor Contract Account shall be held in trust for the Issuing
Entity for the uses and purposes set forth in this Agreement.

     Corridor Contract Notional Balance: Any of the Class A-1 Corridor Contract
Notional Balance, the Class A-2 Corridor Contract Notional Balance or the
Subordinate Certificate Corridor Contract Notional Balance.

     Corridor Contract Termination Date: Any of the Class A-1 Corridor Contract
Termination Date, the Class A-2 Corridor Contract Termination Date or the
Subordinate Certificate Corridor Contract Termination Date.

     Corridor Posted Collateral Account: The segregated Eligible Account created
and maintained by the Securities Administrator pursuant to Section 4.04(k)(iv)
in the name of the Trustee for the benefit of the Issuing Entity and designated
"LaSalle Bank National Association, as trustee, in trust for registered holders
of Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
Certificates, Series 2007-HE1." Funds in the Corridor Posted Collateral Account
shall be held in trust for the Issuing Entity for the uses and purposes set
forth in the Corridor Contracts.

     Current Interest: Any of the Class A-1 Current Interest, the Class A-2A
Current Interest, the Class A-2B Current Interest, the Class A-2C Current
Interest, the Class A-2D Current Interest, the Class R Current Interest, the
Class M-1 Current Interest, the Class M-2 Current Interest, the Class M-3
Current Interest, the Class M-4 Current Interest, the Class M-5 Current
Interest, the Class M-6 Current Interest,


                                       39

<PAGE>

the Class B-1 Current Interest, the Class B-2 Current Interest, the Class B-3
Current Interest and the Class C Current Interest.

     Custodians: LaSalle Bank National Association, Wells Fargo Bank, N.A. and
Treasury Bank, a division of Countrywide Bank, FSB.

     Cut-off Date: March 1, 2007.

     Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the calendar day
immediately preceding the Cut-off Date after application of all payments of
principal due on or prior to the Cut-off Date, whether or not received, and all
Principal Prepayments received prior to the Cut-off Date, but without giving
effect to any installments of principal received in respect of Due Dates after
the Cut-off Date.

     Defaulted Swap Termination Payment: Any payment required to be made by the
Supplemental Interest Trust to the Swap Counterparty pursuant to the Swap
Agreement as a result of an event of default under the Swap Agreement with
respect to which the Swap Counterparty is the defaulting party or a termination
event under that agreement (other than illegality or a tax event) with respect
to which the Swap Counterparty is the sole Affected Party (as defined in the
Swap Agreement).

     Definitive Certificates: As defined in Section 5.06.

     Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.

     Delinquent: A Mortgage Loan is "delinquent" if any payment due thereon is
not made pursuant to the terms of such Mortgage Loan by the close of business on
the day such payment is scheduled to be due. A Mortgage Loan is "30 days
delinquent" if such payment has not been received by the close of business on
the corresponding day of the month immediately succeeding the month in which
such payment was due, or, if there is no such corresponding day (e.g., as when a
30-day month follows a 31-day month in which a payment was due on the 31st day
of such month), then on the last day of such immediately succeeding month. With
respect to any Mortgage Loan due on any day other than the first day of the
month, such Mortgage Loan shall be deemed to be due on the first day of the
immediately succeeding month. Similarly for "60 days delinquent," "90 days
delinquent" and so on.

     Denomination: With respect to each Certificate, the amount set forth on the
face thereof as the "Initial Principal Balance of this Certificate."

     Deposit Date: With respect to each Distribution Date, the Business Day
immediately preceding such Distribution Date (or such other date as is agreed to
by the Master Servicer and Securities Administrator).

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

     Depository: The initial Depository shall be The Depository Trust Company
("DTC"), the nominee of which is Cede & Co., or any other organization
registered as a "clearing agency" pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository shall initially be the


                                       40

<PAGE>

registered Holder of the Book-Entry Certificates. The Depository shall at all
times be a "clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York.

     Depository Agreement: With respect to Classes of Book-Entry Certificates,
the agreement between the Securities Administrator and the initial Depository.

     Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

     Designated Transaction: A transaction in which the assets underlying the
Certificates consist of single-family residential, multi-family residential,
home equity, manufactured housing and/or commercial mortgage obligations that
are secured by single-family residential, multi-family residential, commercial
real property or leasehold interests therein.

     Determination Date: With respect to any Distribution Date, the 15th day of
the month of such Distribution Date or, if such 15th day is not a Business Day,
the immediately preceding Business Day.

     Disqualified Organization: (1) the United States, any state or political
subdivision thereof, any foreign government, any international organization, or
any agency or instrumentality of any of the foregoing, (2) any organization
(other than a cooperative described in Section 521 of the Code) which is exempt
from tax under Chapter 1 of Subtitle A of the Code unless such organization is
subject to the tax imposed by Section 511 of the Code and (3) any organization
described in Section 1381(a)(2)(C) of the Code.

     Distribution Date: The 25th day of each calendar month, or if such 25th day
is not a Business Day, the next succeeding Business Day, commencing in April
2007.

     Due Date: With respect to any Distribution Date and any Mortgage Loan, the
day during the related Due Period on which a Scheduled Payment is due.

     Due Period: With respect to any Distribution Date, the period beginning on
the second day of the calendar month preceding the calendar month in which such
Distribution Date occurs and ending on the first day of the month in which such
Distribution Date occurs.

     Eligible Account: An account that is (1) maintained with a depository
institution the long-term unsecured debt obligations of which are rated by each
Rating Agency in one of its two highest rating categories, or (2) maintained
with the corporate trust department of a bank which (A) has a rating of at least
Baa3 or P-3 by Moody's and (B) is either the Depositor or the corporate trust
department of a national banking association or banking corporation which has a
rating of at least A-1 by S&P or F1 by Fitch, or (iii) an account or accounts
the deposits in which are fully insured by the FDIC, or (iv) an account or
accounts, acceptable to each Rating Agency without reduction or withdrawal of
the rating of any Class of Certificates, as evidenced in writing, by a
depository institution in which such accounts are insured by the FDIC (to the
limit established by the FDIC), the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered to
and acceptable to the Securities Administrator, the Trustee and each Rating
Agency, the Certificateholders have a claim with respect to the funds in such
account and a perfected first security interest against any collateral (which
shall be limited to Permitted Investments) securing such funds that is superior
to claims of any other


                                       41

<PAGE>

depositors or creditors of the depository institution with which such account is
maintained, or (v) maintained at an eligible institution whose commercial paper,
short-term debt or other short-term deposits are rated at least A-1+ by S&P and
F-1+ by Fitch, or (vi) maintained with a federal or state chartered depository
institution the deposits in which are insured by the FDIC to the applicable
limits and the short-term unsecured debt obligations of which (or, in the case
of a depository institution that is a subsidiary of a holding company, the
short-term unsecured debt obligations of such holding company) are rated A-1 by
S&P, F-1 by Fitch or Prime-1 by Moody's at the time any deposits are held on
deposit therein, or (vii) a segregated trust account or accounts maintained with
the corporate trust department of a federal or state chartered depository
institution or trust company having capital and surplus of not less than
$50,000,000 or (viii) otherwise acceptable to each Rating Agency, as evidenced
by a letter from each Rating Agency to the Securities Administrator and the
Trustee.

     ERISA: The Employee Retirement Income Security Act of 1974, including any
successor or amendatory provisions.

     ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that would satisfy the requirements would
satisfy the requirements of Prohibited Transaction Exemption 90-29, Exemption
Application No. D-8012, 55 Fed. Reg. 21459 (1990), as amended, granted by the
United States Department of Labor (or any other applicable underwriter's
exemption granted by the United States Department of Labor to the Underwriter ),
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 S&P, Moody's or Fitch.

     ERISA Restricted Certificates: The Class C Certificates and Class P
Certificates and any other Certificate, as long as the acquisition and holding
of such other Certificate is not covered by and exempt under any underwriter's
exemption granted by the United States Department of Labor.

     Event of Default: As defined in Section 7.01 hereof.

     Exception Report: As defined in Section 2.02 hereof.

     Excess Interest: On any Distribution Date, for each Class of the Class A,
Class M and Class B Certificates, the excess, if any, of (1) the amount of
interest such Class of Certificates is entitled to receive on such Distribution
Date over (2) the amount of interest such Class of Certificates would have been
entitled to receive on such Distribution Date at an interest rate equal to the
REMIC Pass-Through Rate.

     Excess Proceeds: With respect to any Liquidated Loan, any Liquidation
Proceeds that are in excess of the sum of (1) the unpaid principal balance of
such Liquidated Loan as of the date of such liquidation plus (2) interest at the
Mortgage Rate from the Due Date as to which interest was last paid or advanced
to Certificateholders (and not reimbursed to the related Servicer) up to the Due
Date in the month in which such Liquidation Proceeds are required to be
distributed on the unpaid principal balance of such Liquidated Loan outstanding
during each Due Period as to which such interest was not paid or advanced.

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


                                       42

<PAGE>

     Extra Principal Distribution Amount: With respect to any Distribution Date,
(1) prior to the Stepdown Date, the excess of (A) the sum of (i) the Aggregate
Certificate Principal Balance immediately preceding such Distribution Date
reduced by the Principal Funds with respect to such Distribution Date and (ii)
$51,563,056.95 over (B) the Pool Stated Principal Balance of the Mortgage Loans
as of such Distribution Date and (2) on and after the Stepdown Date, (A) the sum
of (x) the Aggregate Certificate Principal Balance immediately preceding such
Distribution Date, reduced by the Principal Funds with respect to such
Distribution Date and (y) the greater of (a) 8.50% of the Pool Stated Principal
Balance of the Mortgage Loans and (b) the Minimum Required Overcollateralization
Amount less (B) the Pool Stated Principal Balance of the Mortgage Loans as of
such Distribution Date; provided, however, that if on any Distribution Date a
Stepdown Trigger Event is in effect, the Extra Principal Distribution Amount
will not be reduced to the applicable percentage of the then-current aggregate
Stated Principal Balance of the Mortgage Loans (and will remain fixed at the
applicable percentage of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Due Date immediately prior to the Stepdown Trigger Event) until
the next Distribution Date on which the Stepdown Trigger Event is not in effect.

     Fannie Mae: A federally chartered and privately owned corporation organized
and existing under the Federal National Mortgage Association Charter Act, or any
successor thereto.

     FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.

     Fitch: Fitch, Inc., or any successor in interest.

     Fixed Rate Mortgage Loan: A Mortgage Loan identified in the Mortgage Loan
Schedule as having a Mortgage Rate that is fixed.

     Floating Rate Certificate Carryover: With respect to a Distribution Date,
in the event that the Pass-Through Rate for a Class of LIBOR Certificates is
based upon the related Available Funds Cap or the related Maximum Rate Cap, the
sum of (A) the excess of (1) the amount of interest that such Class would have
been entitled to receive on such Distribution Date had the Pass-Through Rate for
that Class not been calculated based on the related Available Funds Cap or the
related Maximum Rate Cap, up to but not exceeding the greater of (a) the related
Maximum Rate Cap or (b) the sum of (i) the related Available Funds Cap and (ii)
the product of (AA) a fraction, the numerator of which is 360 and the
denominator of which is the actual number of days in the related Accrual Period
and (BB) the sum of (x) the quotient obtained by dividing (I) an amount equal to
the proceeds, if any, payable under the related Corridor Contract with respect
to such Distribution Date by (II) the aggregate Certificate Principal Balance of
each of the Classes of Certificates to which such Corridor Contract relates for
such Distribution Date and (y) the quotient obtained by dividing (I) an amount
equal to the sum of (xx) any Net Swap Payments owed by the Swap Counterparty for
such Distribution Date and (yy) any Cap Payment owed by the Cap Contract
Counterparty for such Distribution Date by (II) the aggregate Stated Principal
Balance of the Mortgage Loans as of the immediately preceding Distribution Date
over (2) the amount of interest such Class was entitled to receive on such
Distribution Date based on the related Available Funds Cap; together with (B)
the unpaid portion of any such excess from prior Distribution Dates (and
interest accrued thereon at the then applicable Pass-Through Rate, without
giving effect to the related Available Funds Cap or the related Maximum Rate
Cap) and (C) any amount previously distributed with respect to Floating Rate
Certificate Carryover for such Class that is recovered as a voidable preference
by a trustee in bankruptcy.


                                       43

<PAGE>

     Freddie Mac: A corporate instrumentality of the United States created and
existing under Title III of the Emergency Home Finance Act of 1970, as amended,
or any successor thereto.

     Grantor Trusts: The grantor trusts described in Section 2.07 hereof.

     Gross Margin: The percentage set forth in the related Mortgage Note for
each of the Adjustable Rate Mortgage Loans which is to be added to the
applicable index for use in determining the Mortgage Rate on each Adjustment
Date, and which is set forth in the Mortgage Loan Schedule for each Adjustable
Rate Mortgage Loan.

     Group One: The portion of the Mortgage Pool identified as "Group One" in
the Prospectus Supplement.

     Group One Mortgage Loan: Any Mortgage Loan at any time identified in the
Mortgage Loan Schedule attached hereto as Exhibit B as a Group One Mortgage
Loan.

     Group One Net WAC: The Net WAC of Group One.

     Group One Principal Distribution Amount: As of any Distribution Date, the
amount equal to the lesser of (i) the aggregate Certificate Principal Balance of
the Class A-1 and Class R Certificates and (ii) the product of (x) the Group One
Principal Distribution Percentage and (y) the Class A Principal Distribution
Amount; provided, however, that with respect to any Distribution Date on which
the Class A-1 and Class R Certificates are outstanding and the Certificate
Principal Balance of the Class A-2 Certificates has been reduced to zero, the
Group One Principal Distribution Amount will equal the Class A Principal
Distribution Amount.

     Group One Principal Distribution Percentage: With respect to any
Distribution Date, a fraction expressed as a percentage, the numerator of which
is the amount of Principal Funds received with respect to Mortgage Loans in
Group One and the denominator of which is the amount of Principal Funds received
from all of the Mortgage Loans in the mortgage pool.

     Group Two: The portion of the Mortgage Pool identified as "Group Two" in
the Prospectus Supplement.

     Group Two Mortgage Loan: Any Mortgage Loan at any time identified in the
Mortgage Loan Schedule attached hereto as Exhibit B as a Group Two Mortgage
Loan.

     Group Two Net WAC: The Net WAC of Group Two.

     Group Two Principal Distribution Amount: As of any Distribution Date, the
amount equal to the lesser of (i) the aggregate Certificate Principal Balance of
the Class A-2 Certificates and (ii) the product of (x) the Group Two Principal
Distribution Percentage and (y) the Class A Principal Distribution Amount;
provided, however, that (A) with respect to any Distribution Date on which the
Class A-2 Certificates are outstanding and the Certificate Principal Balances of
the Class A-1 and Class R Certificates is reduced to zero, the Group One
Principal Distribution Amount in excess of the amount necessary to reduce the
Certificate Principal Balance of the Class A-1 Certificates and Class R
Certificates to zero will be applied to increase the Group Two Principal
Distribution Amount and (B) with


                                       44

<PAGE>

respect to any Distribution Date thereafter, the Group Two Principal
Distribution Amount will equal the Class A Principal Distribution Amount.

     Group Two Principal Distribution Percentage: With respect to any
Distribution Date, a fraction expressed as a percentage, the numerator of which
is the amount of Principal Funds received with respect to Mortgage Loans in
Group Two and the denominator of which is the amount of Principal Funds received
from all of the Mortgage Loans in the mortgage pool.

     Indenture: An indenture relating to the issuance of the NIM Notes
guaranteed by the NIMs Insurer.

     Initial Adjustment Date: As to any Adjustable Rate Mortgage Loan, the first
Adjustment Date following the origination of such Mortgage Loan.

     Initial Certificate Principal Balance: With respect to any Certificate, the
Certificate Principal Balance of such Certificate or any predecessor Certificate
on the Closing Date as set forth in Section 5.01 hereof.

     Initial Mortgage Rate: As to each Mortgage Loan, the Mortgage Rate in
effect prior to the Initial Adjustment Date.

     Initial Optional Termination Date: The first Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans (or if such Mortgage
Loan is an REO Property, the fair market value of such REO Property) is equal to
or less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date.

     Insurance Policy: With respect to any Mortgage Loan or the related
Mortgaged Property included in the Trust Fund, any insurance policy, including
all riders and endorsements thereto in effect with respect to such Mortgage Loan
or Mortgaged Property, including any replacement policy or policies for any
insurance policies.

     Insurance Proceeds: Proceeds paid in respect of a Mortgage Loan or the
related Mortgaged Property pursuant to any Insurance Policy or any other
insurance policy covering such Mortgage Loan or Mortgaged Property, to the
extent such proceeds are payable to the mortgagee under the Mortgage, a Servicer
or the trustee under the deed of trust and are not applied to the restoration of
the related Mortgaged Property or released either to the Mortgagor or to the
holder of a senior lien on the related Mortgaged Property in accordance with the
procedures that the related Servicer would follow in servicing mortgage loans
held for its own account, in each case other than any amount included in such
Insurance Proceeds in respect of Insured Expenses.

     Insured Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to a Mortgage Loan or the related Mortgaged
Property.

     Interest Carry Forward Amount: Any of the Class A-1 Interest Carry Forward
Amount, the Class A-2A Interest Carry Forward Amount, the Class A-2B Interest
Carry Forward Amount, the Class A-2C Interest Carry Forward Amount, the Class
A-2D Interest Carry Forward Amount, the Class R Interest Carry Forward Amount,
the Class M-1 Interest Carry Forward Amount, the Class M-2 Interest Carry
Forward Amount, the Class M-3 Interest Carry Forward Amount, the Class M-4
Interest Carry Forward


                                       45

<PAGE>

Amount, the Class M-5 Interest Carry Forward Amount, the Class M-6 Interest
Carry Forward Amount, the Class B-1 Interest Carry Forward Amount, the Class B-2
Interest Carry Forward Amount, the Class B-3 Interest Carry Forward Amount or
the Class C Interest Carry Forward Amount, as the case may be.

     Interest Determination Date: With respect to the LIBOR Certificates, (i)
for any Accrual Period other than the first Accrual Period, the second LIBOR
Business Day preceding the commencement of such Accrual Period and (ii) for the
first Accrual Period, March 28, 2007.

     Interest Funds: With respect to any Distribution Date, the sum, without
duplication, of (1) all scheduled interest due during the related Due Period and
received before the related Servicer Remittance Date less the Servicing Fee, (2)
all Advances relating to interest with respect to the Mortgage Loans, (3) all
Compensating Interest with respect to the Mortgage Loans, (4) Liquidation
Proceeds with respect to the Mortgage Loans (to the extent such Liquidation
Proceeds relate to interest) collected during the related Prepayment Period (and
with respect to Wilshire, if made in connection with prepayments in full and
during the preceding calendar month if made in connection with partial
prepayments), (5) all proceeds of any purchase pursuant to Section 2.02 or 2.03
during the related Prepayment Period or pursuant to Section 9.01 not later than
the related Determination Date (to the extent that such proceeds relate to
interest) less the Servicing Fee and (6) all Prepayment Charges received with
respect to the Mortgage Loans during the related Prepayment Period (and with
respect to Wilshire, if made in connection with prepayments in full and during
the preceding calendar month if made in connection with partial prepayments),
less (A) all Non-Recoverable Advances relating to interest and (B) other amounts
reimbursable (including without limitation indemnity payments) to the Servicers,
the Master Servicer, the Securities Administrator and the Trustee pursuant to
this Agreement allocable to interest.

     Issuing Entity: Merrill Lynch Mortgage Investors Trust, Series 2007-HE2.

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

     LIBOR Business Day: Any day on which banks in the City of London, England,
Chicago, Illinois and New York City, U.S.A. are open and conducting transactions
in foreign currency and exchange.

     LIBOR Certificates: The Class A, Class M and Class B Certificates.

     Liquidated Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan that either (a) has been realized upon or liquidated through
deed-in-lieu of foreclosure, foreclosure sale, trustee's sale or other
realization as provided by applicable law governing the real property subject to
the related Mortgage and any security agreements and as to which the related
Servicer has certified (in accordance with Section 3.12) in the related
Prepayment Period that it has received all amounts it expects to receive in
connection with such liquidation or (b) as to which is not a first lien Mortgage
Loan and is delinquent 180 days or longer, the related Servicer has certified in
a certificate of an officer of the related Servicer delivered to the Depositor
and Master Servicer that it does not believe that there is a reasonable
likelihood that any further net proceeds will be received or recovered with
respect to such Mortgage Loan.

     Liquidation Proceeds: Amounts, including Insurance Proceeds, received in
connection with the partial or complete liquidation of Mortgage Loans, whether
through trustee's sale, foreclosure sale, sale by a Servicer pursuant to this
Agreement or otherwise or amounts received in connection with any


                                       46

<PAGE>

condemnation or partial release of a Mortgaged Property and any other proceeds
received in connection with an REO Property, less the sum of related
unreimbursed Advances, Servicing Fees, Servicing Advances and any other expenses
related to such Mortgage Loan.

     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 lesser
of (X) the Appraised Value of the related Mortgaged Property and (Y) the sales
price of the related Mortgaged Property at the time of origination.

     Losses: Any losses, claims, damages, liabilities or expenses collectively.

     Lower Tier REMIC: As described in the Preliminary Statement and Section
2.07.

     Lower Tier REMIC Interests: Each of the Class LTA-1 Interest, the Class
LTA-2A Interest, the Class LTA-2B Interest, the Class LTA-2C Interest, the Class
LTA-2D Interest, the Class LTM-1 Interest, the Class LTM-2 Interest, the Class
LTM-3 Interest, the Class LTM-4 Interest, the Class LTM-5 Interest, the Class
LTM-6 Interest, the Class LTB-1 Interest, the Class LTB-2 Interest, the Class
LTB-3 Interest, the Class LTIX Interest, the Class LTIIX Interest, the Class
LTII1A Interest, the Class LTII1B Interest, the Class LTII2A Interest, the Class
LTII2B Interest, the Class LT-IO Interest and the Class LTR Interest.

     Lower Tier REMIC I Marker Interests: Each of the classes of Lower Tier
REMIC Regular Interests other than the Class LTIX Interest, the Class LTIIX
Interest, the Class LTII1A Interest, the Class LTII1B Interest, the Class LTII2A
Interest, the Class LTII2B Interest and the Class LT-IO Interest.

     Lower Tier REMIC II Marker Interests: Each of the Class LTII1A Interest,
the Class LTII1B Interest, the Class LTII2A Interest and the Class LTII2B
Interest.

     Lower Tier REMIC Regular Interests: Each of the Lower Tier REMIC Interests
other than the Class LTR Interest.

     Lower Tier REMIC Subordinated Balance Ratio: The ratio of (i) the principal
balance of the Class LTII1A Interest to (ii) the principal balance of the Class
LTII2A Interest that is equal to the ratio of (i) the excess of (A) the
aggregate Stated Principal Balance of Group One over (B) the current Certificate
Principal Balance of the Class A-1 and Class R Certificates to (ii) the excess
of (A) the aggregate Stated Principal Balance of Group Two over (B) the current
Certificate Principal Balance of the Class A-2 Certificates.

     Master Servicer: LaSalle Bank National Association, a national banking
association, or any successor in interest.

     Master Servicer Collection Account: The separate Eligible Account created
and initially maintained by the Master Servicer pursuant to Section 3.05(e) in
the name of the Trustee for the benefit of the Certificateholders and
designated, "LaSalle Bank National Association, as master servicer for Citibank,
N.A., as trustee, in trust for registered holders of Merrill Lynch Mortgage
Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2007-HE2".
Funds in the Master Servicer Collection Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement.


                                       47

<PAGE>

     Maximum Mortgage Rate: With respect to each Adjustable Rate Mortgage Loan,
the maximum rate of interest set forth as such in the related Mortgage Note and
with respect to each Fixed Rate Mortgage Loan, the rate of interest set forth in
the related Mortgage Note.

     Maximum Rate Cap: Any of the Class A-1 Maximum Rate Cap, the Class A-2
Maximum Rate Cap or the Weighted Average Maximum Rate Cap.

     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.

     MIN: The loan number for any MERS Loan.

     Minimum Mortgage Rate: With respect to each Adjustable Rate Mortgage Loan,
the minimum rate of interest set forth as such in the related Mortgage Note.

     Minimum Required Overcollateralization Amount: An amount equal to the
product of (x) 0.50% and (y) the Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date.

     MLML: Merrill Lynch Mortgage Lending, Inc., a Delaware corporation, or its
successors in interest.

     MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee, solely
as nominee for the originator of such Mortgage Loan and its successors and
assigns.

     Monthly Statement: The statement delivered to the Certificateholders
pursuant to Section 4.05.

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

     Mortgage: With respect to a Mortgage Loan, the mortgage, deed of trust or
other instrument with all riders thereto creating a first or second lien or a
first or second priority ownership interest in an estate in fee simple in real
property securing a Mortgage Note.

     Mortgage File: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan and any additional documents delivered
to the Trustee or a Custodian on its behalf to be added to the Mortgage File
pursuant to this Agreement.

     Mortgage Group: Either of Group One or Group Two.

     Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Custodians on behalf of the Trustee to reflect the deletion of
Deleted Mortgage Loans and the addition of Replacement Mortgage Loans pursuant
to the provisions of this Agreement) transferred to the Trustee as part of the
Trust Fund and from time to time subject to this Agreement, attached hereto as
Exhibit B, setting forth the following information with respect to each Mortgage
Loan:


                                       48

<PAGE>

          (i)  the loan number;

          (ii) the borrower name and address;

          (iii) the unpaid principal balance of the Mortgage Loans;

          (iv) the Initial Mortgage Rate;

          (v)  the original maturity date and the months remaining before
               maturity date;

          (vi) the original principal balance;

          (vii) the Cut-off Date Principal Balance;

          (viii) the first payment due date of the Mortgage Loan;

          (ix) the Loan-to-Value Ratio at origination with respect to a first
               lien Mortgage Loan, or the Combined Loan-to-Value Ratio with
               respect to a second lien Mortgage Loan;

          (x)  a code indicating whether the residential dwelling at the time of
               origination was represented to be owner-occupied;

          (xi) a code indicating the property type;

          (xii) with respect to each Adjustable Rate Mortgage Loan;

               (A)  THE FREQUENCY OF EACH ADJUSTMENT DATE;

               (B)  THE NEXT ADJUSTMENT DATE;

               (C)  THE MAXIMUM MORTGAGE RATE;

               (D)  THE MINIMUM MORTGAGE RATE;

               (E)  THE MORTGAGE RATE AS OF THE CUT-OFF DATE;

               (F)  THE RELATED PERIODIC RATE CAP;

               (G)  THE GROSS MARGIN; and

               (H)  THE LIFETIME RATE CAP;

          (xiii) the location of the related Mortgaged Property;

          (xiv) a code indicating whether a Prepayment Charge is applicable;

               (A)  THE PERIOD DURING WHICH SUCH PREPAYMENT CHARGE IS IN EFFECT;


                                       49

<PAGE>

               (B)  THE AMOUNT OF SUCH PREPAYMENT CHARGE;

               (C)  ANY LIMITATIONS OR OTHER CONDITIONS ON THE ENFORCEABILITY OF
                    SUCH PREPAYMENT CHARGE; AND

               (D)  ANY OTHER INFORMATION PERTAINING TO THE PREPAYMENT CHARGE
                    SPECIFIED IN THE RELATED MORTGAGE NOTE;

          (xv) the Credit Score and date obtained; and

          (xvi) the MIN.

     Mortgage Loans: Such of the mortgage loans transferred and assigned to the
Trustee pursuant to the provisions hereof as from time to time are held as a
part of the Trust Fund (including any REO Property), the mortgage loans so held
being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or
other acquisition of title of the related Mortgaged Property. Any mortgage loan
that was intended by the parties hereto to be transferred to the Trust Fund as
indicated by such Mortgage Loan Schedule which is in fact not so transferred for
any reason shall continue to be a Mortgage Loan hereunder until the Purchase
Price with respect thereto has been paid to the Issuing Entity.

     Mortgage Note: The original executed note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage Loan and all
amendments, modifications and attachments thereto with all riders attached
thereto.

     Mortgage Pool: The aggregate of the Mortgage Loans identified in the
Mortgage Loan Schedule.

     Mortgage Rate: The annual rate of interest borne by a Mortgage Note from
time to time.

     Mortgaged Property: The underlying property securing a Mortgage Loan.

     Mortgagor: The obligor on a Mortgage Note.

     Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per annum
rate equal to the then current Mortgage Rate less the Servicing Fee Rate.

     Net Rate: The per annum rate set forth in footnote 8 to the description of
the Lower Tier REMIC in the Preliminary Statement hereto (such rate being based
on the weighted average of the interest rates on the SWAP REMIC Regular
Interests as adjusted and as set forth in such footnote).

     Net Swap Payment: With respect to any Distribution Date, any net payment
(other than a Swap Termination Payment or Defaulted Swap Termination Payment)
made by the Supplemental Interest Trust to the Swap Counterparty on the related
Fixed Rate Payer Payment Date (as defined in the Swap Agreement) or made by the
Swap Counterparty to the Supplemental Interest Trust on the related Floating
Rate Payer Payment Date (as defined in the Swap Agreement). In each case, the
Net Swap Payment shall not be less than zero.

     Net WAC: With respect to any Distribution Date and for any Mortgage Group,
the weighted average Net Mortgage Rate for the Mortgage Loans in such Mortgage
Group calculated based on the


                                       50

<PAGE>

respective Net Mortgage Rates and the Stated Principal Balances of such Mortgage
Loans as of the preceding Distribution Date (or, in the case of the first
Distribution Date, as of the Cut-off Date).

     NIM Notes: The net interest margin or excess cashflow securities to be
issued pursuant to the Indenture.

     NIMs Insurer: Any of the one or more insurers, if any, that is guaranteeing
certain payments under any NIM Notes; provided, that upon the payment in full of
the NIM Notes, all rights of the NIMs Insurer hereunder shall terminate.

     NIMs Insurer Default: As defined in Section 10.13.

     Non-Recoverable Advance: Any portion of an Advance previously made or
proposed to be made by a Servicer (or Master Servicer in its capacity as
successor servicer) that, in the good faith judgment of such Servicer (or Master
Servicer in its capacity as successor servicer), will not or, in the case of a
current delinquency, would not, be ultimately recoverable by such Servicer (or
Master Servicer in its capacity as successor servicer) from the related
Mortgagor, related Liquidation Proceeds or otherwise related to the Mortgage
Loans.

     Non-Recoverable Servicing Advance: Any portion of a Servicing Advance
previously made or proposed to be made by a Servicer (or Master Servicer in its
capacity as successor servicer) that, in the good faith judgment of such
Servicer (or Master Servicer in its capacity as successor servicer), will not
or, in the case of a current Servicing Advance, would not, be ultimately
recoverable by such Servicer (or Master Servicer in its capacity as successor
servicer) from the related Mortgagor, related Liquidation Proceeds or otherwise
related to the Mortgage Loans.

     Non-Supported Interest Shortfall: As defined in Section 4.02.

     Offered Certificates: The Class A, Class M and Class B Certificates.

     Officer's Certificate: A certificate (1) signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a vice president (however
denominated), an Assistant Vice President, the Treasurer, the Secretary, or one
of the assistant treasurers or assistant secretaries of the Depositor, the
Master Servicer, the Servicers or the Securities Administrator (or any other
officer customarily performing functions similar to those performed by any of
the above designated officers and to whom, with respect to a particular matter,
such matter is referred because of such officer's knowledge of and familiarity
with a particular subject) or (2), if provided for in this Agreement, signed by
a Servicing Officer, as the case may be, and delivered to the Depositor, the
Master Servicer, the Servicers, the Securities Administrator or the Trustee, as
the case may be, as required by this Agreement.

     One-Month LIBOR: With respect to any Accrual Period, the rate determined by
the Securities Administrator on the related Interest Determination Date on the
basis of (a) the offered rates for one-month United States dollar deposits, as
such rates appear on Telerate page 3750 (or successor page), as of 11:00 a.m.
(London time) on such Interest Determination Date or (b) if such rate does not
appear on Telerate Page 3750 as of 11:00 a.m. (London time), the offered rates
of the Reference Banks for one-month United States dollar deposits, as such
rates appear on the Reuters Screen LIBO Page, as of 11:00 a.m. (London time) on
such Interest Determination Date. If One-Month LIBOR is determined pursuant to


                                       51

<PAGE>

clause (b) above, on each Interest Determination Date, One-Month LIBOR for the
related Accrual Period will be established by the Securities Administrator as
follows:

          (i)  If on such Interest Determination Date two or more Reference
               Banks provide such offered quotations, One-Month LIBOR for the
               related Accrual Period shall be the arithmetic mean of such
               offered quotations (rounded upwards if necessary to the nearest
               whole multiple of 0.03125%).

          (ii) If on such Interest Determination Date fewer than two Reference
               Banks provide such offered quotations, One-Month LIBOR for the
               related Accrual Period shall be the higher of (i) One-Month LIBOR
               as determined on the previous Interest Determination Date and
               (ii) the Reserve Interest Rate.

     Opinion of Counsel: A written opinion of counsel, who may be counsel for
the Depositor, the Master Servicer, a Servicer, the Trustee or the Securities
Administrator reasonably acceptable to each addressee of such opinion; provided,
however, that with respect to Section 6.04 or 10.01, or the interpretation or
application of the REMIC Provisions, such counsel must (1) in fact be
independent of the Depositor, the Master Servicer, any Servicer or the
Securities Administrator, (2) not have any direct financial interest in the
Depositor, the Master Servicer, any Servicer, the Trustee or the Securities
Administrator or in any Affiliate of either such party, and (3) not be connected
with the Depositor, the Master Servicer, any Servicer, the Trustee or the
Securities Administrator as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.

     Option One: Option One Mortgage Corporation, a California corporation.

     Option One Mortgage Loans: The Mortgage Loans included in the Trust Fund
that were originated by Option One and sold to MLML pursuant to the Transfer
Agreement.

     Optional Termination: The termination of the Trust Fund hereunder pursuant
to clause (b) of Section 9.01 hereof.

     Optional Termination Amount: The repurchase price received by the
Securities Administrator in connection with any repurchase of all of the
Mortgage Loans pursuant to Section 9.01.

     Optional Termination Price: On any date after the Initial Optional
Termination Date an amount equal to the sum of (i) the then aggregate
outstanding Stated Principal Balance of the Mortgage Loans (or, if such Mortgage
Loan is an REO Property, the fair market value of such REO Property) plus
accrued interest thereon at the applicable Mortgage Rate through the Due Date in
the month in which the proceeds of the Auction will be distributed on the
Certificates; (ii) any unreimbursed fees, indemnity amounts or out-of-pocket
costs and expenses owed to the Master Servicer, the Servicers, the Trustee or
the Securities Administrator and all unreimbursed Advances and Servicing
Advances, in each case incurred by such party in the performance of its
obligations; (iii) 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; and (iv) any unpaid Net Swap
Payments and any Swap Termination Payment owed to the Swap Counterparty; such
Swap Termination Payment shall include any payment to the Swap Counterparty
resulting from the optional termination of the Swap Agreement.

     OTS: The Office of Thrift Supervision.


                                       52

<PAGE>

     Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and authenticated under
this Agreement except: (1) Certificates theretofore canceled by the Securities
Administrator or delivered to the Securities Administrator for cancellation; and
(2) Certificates in exchange for which or in lieu of which other Certificates
have been executed by the Securities Administrator and delivered by the
Securities Administrator pursuant to this Agreement.

     Outstanding Mortgage Loan: As of any Distribution Date, a Mortgage Loan
with a Stated Principal Balance greater than zero that was not the subject of a
Principal Prepayment in full, and that did not become a Liquidated Loan, prior
to the end of the related Due Period.

     Overcollateralization Amount: As of any date of determination, the excess
of (1) the Stated Principal Balance of the Mortgage Loans over (2) the
Certificate Principal Balance of the Certificates (other than the Class P
Certificates and the Class C Certificates).

     Ownership Interest: As to any Certificate, any ownership 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.

     Ownit Mortgage Loans: The Mortgage Loans in the Trust Fund that were
originated by Ownit Mortgage Solutions, Inc. and acquired directly or indirectly
by MLML.

     Pass-Through Rate: With respect to any Class of Certificates, the
corresponding Pass-Through Rate for such Class of Certificates.

     Percentage Interest: With respect to:

          (i)  any Class, the percentage interest in the undivided beneficial
               ownership interest evidenced by such Class which shall be equal
               to the Certificate Principal Balance of such Class divided by the
               aggregate Certificate Principal Balance of all Classes; and

          (ii) any Certificate, the Percentage Interest evidenced thereby of the
               related Class shall equal the percentage obtained by dividing the
               Denomination of such Certificate by the aggregate of the
               Denominations of all Certificates of such Class; except that in
               the case of any Class P Certificates, the Percentage Interest
               with respect to such Certificate shown on the face of such
               Certificate.

     Periodic Rate Cap: As to each Adjustable Rate Mortgage Loan and the related
Mortgage Note, the provision therein that limits permissible increases and
decreases in the Mortgage Rate on any Adjustment Date.

     Permitted Activities: The primary activities of the Issuing Entity created
pursuant to this Agreement which shall be:

          (i)  holding Mortgage Loans transferred from the Depositor and other
               assets of the Issuing Entity, including the Corridor Contracts,
               Corridor Contract Account and the Supplemental Interest Trust
               subtrust, which in turn holds the Swap Agreement and the Cap
               Contract, and any credit enhancement and passive


                                       53

<PAGE>

               derivative financial instruments that pertain to beneficial
               interests issued or sold to parties other than the Depositor, its
               Affiliates, or its agents;

          (ii) issuing Certificates and other interests in the assets of the
               Issuing Entity;

          (iii) through the appropriate subtrust, as applicable, receiving
               collections on the Mortgage Loans, the Swap Agreement and the Cap
               Contract and making payments on such Certificates and interests
               in accordance with the terms of this Agreement; and

          (iv) engaging in other activities that are necessary or incidental to
               accomplish these limited purposes, which activities cannot be
               contrary to the status of the Issuing Entity as a qualified
               special purpose entity under existing accounting literature.

     Permitted Investments: At any time, any one or more of the following
obligations and securities:

          (i)  obligations of the United States or any agency thereof, provided
               the timely payment of such obligations is backed by the full
               faith and credit of the United States;

          (ii) general obligations of or obligations guaranteed by any state of
               the United States or the District of Columbia receiving the
               highest long-term debt rating of each Rating Agency rating the
               Certificates;

          (iii) commercial or finance company paper, other than commercial or
               finance company paper issued by the Depositor, the Securities
               Administrator or any of their Affiliates, which is then receiving
               the highest commercial or finance company paper rating of each
               such Rating Agency;

          (iv) certificates of deposit, demand or time deposits, or bankers'
               acceptances (other than banker's acceptances issued by the
               Securities Administrator or any of its Affiliates) issued by any
               depository institution or trust company incorporated under the
               laws of the United States or of any state thereof and subject to
               supervision and examination by federal and/or state banking
               authorities, provided that the commercial paper and/or long term
               unsecured debt obligations of such depository institution or
               trust company are then rated one of the two highest long-term and
               the highest short-term ratings of each such Rating Agency for
               such securities;

          (v)  demand or time deposits or certificates of deposit issued by any
               bank or trust company or savings institution to the extent that
               such deposits are fully insured by the FDIC;

          (vi) guaranteed reinvestment agreements issued by any bank, insurance
               company or other corporation rated in the two highest long-term
               or the highest short-term ratings of each Rating Agency
               containing, at the time of the issuance of such agreements, such
               terms and conditions as will not result in the downgrading or


                                       54

<PAGE>

               withdrawal of the rating then assigned to the Certificates by any
               such Rating Agency as evidenced by a letter from each Rating
               Agency;

          (vii) repurchase obligations with respect to any security described in
               clauses (i) and (ii) above, in either case entered into with a
               depository institution or trust company (acting as principal)
               described in clause (v) above;

          (viii) securities (other than stripped bonds, stripped coupons or
               instruments sold at a purchase price in excess of 115% of the
               face amount thereof) bearing interest or sold at a discount
               issued by any corporation, other than the Securities
               Administrator or any of its Affiliates, incorporated under the
               laws of the United States or any state thereof which, at the time
               of such investment, have one of the two highest long term ratings
               of each Rating Agency;

          (ix) interests in any money market fund (including those offered by
               the Securities Administrator, the Trustee or its Affiliates),
               which at the date of acquisition of the interests in such fund
               and throughout the time such interests are held in such fund has
               the highest applicable long term rating by each Rating Agency
               rating such fund; and

          (x)  short term investment funds sponsored by any trust company or
               national banking association incorporated under the laws of the
               United States or any state thereof, other than the Securities
               Administrator or any of its Affiliates, which on the date of
               acquisition has been rated by each such Rating Agency in their
               respective highest applicable rating category;

provided, that no such instrument shall be a Permitted Investment if such
instrument (i) evidences the right to receive interest only payments with
respect to the obligations underlying such instrument, (ii) is purchased at a
premium or above par or (iii) is purchased at a deep discount; provided,
further, that no such instrument shall be a Permitted Investment (A) if such
instrument evidences principal and interest payments derived from obligations
underlying such instrument and the interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations, or (B) if it may be redeemed at
a price below the purchase price (the foregoing clause (B) not to apply to
investments in units of money market funds pursuant to clause (ix) above); and
provided, further, (I) that no amount beneficially owned by any REMIC
(including, without limitation, any amounts collected by the Servicers but not
yet deposited in the Collection Accounts) may be invested in investments (other
than money market funds) treated as equity interests for Federal income tax
purposes, unless such Servicer shall receive an Opinion of Counsel, at the
expense of the party requesting that such investment be made, to the effect that
such investment will not adversely affect the status of the any REMIC provided
for herein as a REMIC under the Code or result in imposition of a tax on the
Issuing Entity or any REMIC provided for herein and (II) each such investment
must be a "permitted investment" within the meaning of Section 860G(a)(5) of the
Code. Permitted Investments that are subject to prepayment or call may not be
purchased at a price in excess of par.

     Permitted Transferee: Any Person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of any
of the foregoing, (ii) a foreign government, International Organization or any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in Section 521 of the Code) that
is exempt


                                       55

<PAGE>

from tax imposed by Chapter 1 of the Code (including the tax imposed by Section
511 of the Code on unrelated business taxable income) on any excess inclusions
(as defined in Section 860E(c)(1) of the Code) with respect to the Class R
Certificate, (iv) rural electric and telephone cooperatives described in Section
1381(a)(2)(C) of the Code, and (v) a Person that is not a citizen or resident of
the United States, a corporation or partnership (or other entity treated as a
corporation or partnership for United States 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 or an estate whose income from sources
without the United States is includable in gross income for United States
federal income tax purposes regardless of its connection with the conduct of a
trade or business within the United States, 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 United States persons have authority to control all
substantial decisions of the trust, unless, in the case of this clause (v), such
Person has furnished the transferor and the Securities Administrator with a duly
completed Internal Revenue Service Form W-8ECI or applicable successor form. The
terms "United States," "State" and "International Organization" shall have the
meanings set forth in Section 7701 of the Code. A corporation will not be
treated as an instrumentality of the United States or of any State thereof for
these purposes if all of its activities are subject to tax and, with the
exception of the Federal Home Loan Mortgage Corporation, a majority of its board
of directors is not selected by such government unit.

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

     Pool Stated Principal Balance: As to any Distribution Date, the aggregate
of the Stated Principal Balances, as of such Distribution Date, of the Mortgage
Loans that were Outstanding Mortgage Loans as of such date.

     Posted Collateral: As defined in the Swap Agreement, the Cap Contract or
the Corridor Contracts, as applicable.

     Preference Claim: The meaning set forth in Section 4.04(j) hereof.

     Preliminary Statement: The paragraphs in the preamble to this Agreement
that precede Article I.

     Prepayment Assumption: A rate of prepayment, as described in the Prospectus
Supplement in the definition of "Modeling Assumptions," relating to the Offered
Certificates.

     Prepayment Charges: Any prepayment fee, premium or charge payable by a
Mortgagor in connection with any Principal Prepayment on a Mortgage Loan
pursuant to the terms of the related Mortgage Note or Mortgage, as applicable.

     Prepayment Interest Excess: With respect to any Servicer Remittance Date,
for each Mortgage Loan that was the subject of a Principal Prepayment in full
during the portion of the related Prepayment Period occurring between the first
day of the calendar month in which such Servicer Remittance Date occurs and the
last day of the related Prepayment Period, an amount equal to interest (to the
extent received) at the applicable Net Mortgage Rate on the amount of such
Principal Prepayment for the number of days commencing on the first day of the
calendar month in which such Servicer Remittance Date occurs and ending on the
date on which such Principal Prepayment is so applied.


                                       56

<PAGE>

     Prepayment Interest Shortfall: With respect to any Distribution Date, for
each Mortgage Loan that was the subject of a Principal Prepayment in full (other
than a Principal Prepayment in full resulting from the purchase of a Mortgage
Loan pursuant to Section 2.02, 2.03 or 9.01 hereof and other than a Principal
Prepayment in full on a Mortgage Loan received during the period from and
including the first day to and including (a) in the case of Wilshire, the 14th
day of the month and (b) in the case of Litton and Option One, the 15th day of
the month of such Distribution Date), the amount, if any, by which (i) one
month's interest at the applicable Net Mortgage Rate on the Stated Principal
Balance of such Mortgage Loan as of the preceding Distribution Date exceeds (ii)
the amount of interest paid or collected in connection with such Principal
Prepayment.

     Prepayment Period: With respect to any Distribution Date and (x) Litton or
Option One, the period beginning with the opening of business on the 16th day of
the calendar month preceding the month in which such Distribution Date occurs
and ending on the close of business on the 15th day of such month in which the
Distribution Date occurs, or (y) Wilshire (a) for Principal Prepayments in part,
the calendar month preceding the month in which such Distribution Date occurs
(or, in the case of the first Distribution Date, beginning on the Cut-off Date)
or (b) for Principal Prepayments in full, the period from and including the
opening of business on the 15th day of the calendar month preceding the month in
which such Distribution Date occurs (or, in the case of the first Distribution
Date, beginning on the Cut-off Date) and including the close of business on the
14th day of the calendar month in which such Distribution Date occurs.

     Principal Distribution Amount: With respect to each Distribution Date, the
sum of (i) the Principal Funds for such Distribution Date and (ii) any Extra
Principal Distribution Amount for such Distribution Date.

     Principal Funds: With respect to the Mortgage Loans and any Distribution
Date, the sum, without duplication, of (1) the scheduled principal due during
the related Due Period and received before the related Servicer Remittance Date
or advanced on or before the related Servicer Remittance Date, (2) Principal
Prepayments collected in the related Prepayment Period, (3) the Stated Principal
Balance of each Mortgage Loan that was purchased by the Depositor or a Servicer
during the related Prepayment Period or, in the case of a purchase pursuant to
Section 9.01, on the Business Day prior to such Distribution Date, (4) the
amount, if any, by which the aggregate unpaid principal balance of any
Replacement Mortgage Loan is less than the aggregate unpaid principal of the
related Deleted Mortgage Loans delivered by the Sponsor in connection with a
substitution of a Mortgage Loan pursuant to Section 2.03(c), (5) all Liquidation
Proceeds collected during the related Prepayment Period (to the extent such
Liquidation Proceeds relate to principal and represent payment in full), (6) all
Subsequent Recoveries received during the prior calendar month and (7) all other
collections and recoveries in respect of principal, including any partial
prepayments of principal, during the prior calendar month, less (A) all
Non-Recoverable Advances relating to principal with respect to the Mortgage
Loans and (B) other amounts reimbursable (including without limitation indemnity
payments) to the Servicers, the Master Servicer, the Securities Administrator,
the Custodians and the Trustee pursuant to this Agreement and allocable to
principal.

     Principal Prepayment: Any Mortgagor payment or other recovery of (or
proceeds with respect to) principal on a Mortgage Loan (including Mortgage Loans
purchased or repurchased under Sections 2.02, 2.03, 3.12 and 9.01 hereof) that
is received or recovered in advance of its scheduled Due Date and is not
accompanied by an amount as to interest representing scheduled interest due on
any date or dates in any


                                       57

<PAGE>


month or months subsequent to the month of prepayment. Partial Principal
Prepayments shall be applied by the related Servicer in accordance with the
terms of the related Mortgage Note.

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

     PUD: A Planned Unit Development.

     Purchase Price: With respect to any Mortgage Loan required to be
repurchased by the Sponsor or the Transferor pursuant to Section 2.02 or 2.03
hereof or Litton pursuant to Section 3.12(e) hereof, an amount equal to the sum
of (i) 100% of the unpaid principal balance of the Mortgage Loan as of the date
of such purchase together with any unreimbursed Servicing Advances, (ii) accrued
interest thereon at the applicable Mortgage Rate from (a) the date through which
interest was last paid by the Mortgagor to (b) the Due Date in the month in
which the Purchase Price is to be distributed to Certificateholders and (iii)
any unreimbursed costs, penalties and/or damages incurred by the Issuing Entity
in connection with any violation relating to such Mortgage Loan of any predatory
or abusive lending law. With respect to any REO Property purchased by a Servicer
pursuant to Section 3.12(c) or Section 3.12(e) hereof, an amount equal to the
fair market value of such REO Property, as determined in good faith by such
Servicer.

     QIB: A "qualified institutional buyer" within the meaning of Rule 144A.

     Rating Agency: Either of S&P or Moody's. If any such organization or its
successor is no longer in existence, "Rating Agency" shall be a nationally
recognized statistical rating organization, or other comparable Person,
designated by the Depositor, notice of which designation shall be given to the
Trustee. References herein to a given rating category of a Rating Agency shall
mean such rating category without giving effect to any modifiers.

     Rating Agency Condition: As defined in the Swap Agreement.

     Realized Loss: With respect to (1) a Liquidated Loan, the amount, if any,
by which the Stated Principal Balance and accrued interest thereon at the Net
Mortgage Rate exceeds the amount actually recovered by the related Servicer with
respect thereto (net of reimbursement of Advances and Servicing Advances) at the
time such Mortgage Loan became a Liquidated Loan or (2) with respect to a
Mortgage Loan which is not a Liquidated Loan, any amount of principal that the
Mortgagor is no longer legally required to pay (except for the extinguishment of
debt that results from the exercise of remedies due to default by the
Mortgagor).

     Record Date: With respect to the first Distribution Date, the Closing Date.
With respect to any other Distribution Date, the close of business on the last
Business Day of the month preceding the month in which the applicable
Distribution Date occurs.

     Reference Banks: Barclays Bank PLC, JPMorgan Chase Bank, N.A., Citibank,
N.A., Wells Fargo Bank, N.A. and NatWest, N.A.; provided that if any of the
foregoing banks are not suitable to serve as a Reference Bank, then any leading
banks selected by the Securities Administrator which are engaged in transactions
in Eurodollar deposits in the international Eurocurrency market (i) with an
established place of business in London, England, (ii) whose quotations appear
on the Reuters Screen LIBO Page on the relevant Interest Determination Date and
(iii) which have been designated as such by the Securities Administrator.


                                       58

<PAGE>

     Regular Certificate: Any one of the Class A, Class M and Class B
Certificates.

     Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. Sections 229.1100-229.1123, as such may be amended from time to time,
and subject to such clarification and interpretation as have been provided by
the Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed Reg. 1,506, 1.531 (Jan. 7, 2005)) or by the staff of
the Commission, or as may be provided by the Commission or its staff from time
to time.

     Regulation S: Regulation S promulgated under the Securities Act or any
successor provision thereto, in each case as the same may be amended from time
to time; and all references to any rule, section or subsection of, or definition
or term contained in, Regulation S means such rule, section, subsection,
definition or term, as the case may be, or any successor thereto, in each case
as the same may be amended from time to time.

     Regulation S Book-Entry Certificates: Certificates sold in offshore
transactions in reliance on Regulation S in the form of one or more permanent
global Certificates in definitive, fully registered form without interest
coupons, which shall be deposited on behalf of the subscribers for such
Certificates represented thereby with the Securities Administrator, as custodian
for DTC and registered in the name of a nominee of DTC.

     Related Certificates: For each interest in the Upper Tier REMIC, the Class
of Certificates listed on the same row in the table entitled "Upper Tier REMIC"
in the Preliminary Statement.

     Relief Act: The Servicemembers Civil Relief Act or any similar state or
local laws and ordinances.

     Relief Act Shortfall: With respect to any Distribution Date and any
Mortgage Loan, any reduction in the amount of interest or principal collectible
on such Mortgage Loan for the most recently ended calendar month as a result of
the application of the Relief Act.

     REMIC: A "real estate mortgage investment conduit" within the meaning of
section 860D of the Code. References herein to "the REMICs" or "a REMIC" shall
mean any of (or, as the context requires, all of) the SWAP REMIC, the Lower Tier
REMIC and the Upper Tier REMIC.

     REMIC Pass-Through Rate: In the case of a Class of the Class A, Class M and
Class B Certificates, the Upper Tier REMIC Net WAC Cap for the Corresponding
REMIC Regular Interest.

     REMIC Provisions: 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 proposed,
temporary and final regulations and published rulings, notices and announcements
promulgated thereunder, as the foregoing may be in effect from time to time as
well as provisions of applicable state laws.

     REMIC Regular Interests: Each of the interests in the Upper Tier REMIC as
set forth in the Preliminary Statement other than the Residual Interest.


                                       59

<PAGE>

     REMIC SWAP Rate: For each Distribution Date (and the related Accrual
Period), a per annum rate equal to the Fixed Rate under the Swap Agreement for
such Distribution Date, as set forth in the Prospectus Supplement.

     Remittance Report: As defined in Section 4.04(j) hereof.

     REO Property: A Mortgaged Property acquired by a Servicer, on behalf of the
Trustee for the benefit of the Certificateholders, through foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

     Replacement Mortgage Loan: One or more Mortgage Loans substituted by the
Depositor for a Deleted Mortgage Loan, which must, on the date of such
substitution, as confirmed in a Request for Release, substantially in the form
of Exhibit I (1) have a Stated Principal Balance (or in the case of a
substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an
aggregate Stated Principal Balance), after deduction of the principal portion of
the Scheduled Payment due in the month of substitution, not in excess of, and
not less than 90% of the Stated Principal Balance of the Deleted Mortgage Loan;
(2) with respect to any Fixed Rate Mortgage Loan, have a Mortgage Rate not less
than or no more than 1% per annum higher than the Mortgage Rate of the Deleted
Mortgage Loan and, with respect to any Adjustable Rate Mortgage Loan: (A) have a
Maximum Mortgage Rate no more than 1% per annum higher or lower than the Maximum
Mortgage Rate of the Deleted Mortgage Loan; (B) have a Minimum Mortgage Rate no
more than 1% per annum higher or lower than the Minimum Mortgage Rate of the
Deleted Mortgage Loan; (C) have the same index and Periodic Rate Cap as that of
the Deleted Mortgage Loan and a Gross Margin not more than 1% per annum higher
or lower than that of the Deleted Mortgage Loan; (D) not permit conversion of
the related Mortgage Rate to a fixed Mortgage Rate and (F) currently be accruing
interest at a rate not more than 1% per annum higher or lower than that of the
Deleted Mortgage Loan; (3) have a similar or higher FICO score or credit grade
than that of the Deleted Mortgage Loan; (4) have a Loan-to-Value Ratio (or
Combined Loan-to-Value Ratio, in the case of the Mortgage Loans in a second lien
position) no higher than that of the Deleted Mortgage Loan; (5) have a remaining
term to maturity no greater than (and not more than one year less than) that of
the Deleted Mortgage Loan; (6) provide for a Prepayment Charge on terms
substantially similar to those of the Prepayment Charge, if any, of the Deleted
Mortgage Loan; (7) have the same lien priority as the Deleted Mortgage Loan; (8)
constitute the same occupancy type as the Deleted Mortgage Loan; and (9) comply
with each representation and warranty set forth in Section 2.03 hereof.

     Request for Release: The Request for Release of Documents submitted by a
Servicer to the Trustee (or a Custodian on its behalf), substantially in the
form of Exhibit I hereto.

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

     Required Percentage: As of any Distribution Date following the Stepdown
Date, the quotient of (1) the excess of (A) the aggregate Stated Principal
Balance of the Mortgage Loans as of such Distribution Date, over (B) the
Certificate Principal Balance of the most senior Class of Certificates
outstanding as of such Distribution Date, prior to giving effect to
distributions to be made on such Distribution Date and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of such Distribution Date.


                                       60

<PAGE>

     Requirements: Any rules or regulations promulgated pursuant to the
Sarbanes-Oxley Act of 2002 (as such may be amended from time to time).

     Reserve Interest Rate: With respect to any Interest Determination Date, the
rate per annum that the Securities Administrator determines to be (1) the
arithmetic mean (rounded upwards if necessary to the nearest whole multiple of
0.03125%) of the one-month United States dollar lending rates which New York
City banks selected by the Securities Administrator are quoting on the relevant
Interest Determination Date to the principal London offices of leading banks in
the London interbank market or (2) in the event that the Securities
Administrator can determine no such arithmetic mean, the lowest one-month United
States dollar lending rate which New York City banks selected by the Securities
Administrator are quoting on such Interest Determination Date to leading
European banks.

     Residual Interest: An interest in the Upper Tier REMIC that is entitled to
all distributions of principal and interest on the Class R Certificate other
than distributions in respect of the Class SWR Interest and Class LTR Interest
and distributions on the Class R Certificate in respect of Excess Interest.

     Responsible Officer: When used with respect to the Securities
Administrator, the Master Servicer, the Trustee or the Servicers, any officer of
the Securities Administrator, the Master Servicer, Trustee or the Servicers,
with direct responsibility for the administration of this Agreement and any
other officer to whom, with respect to a particular matter, such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

     Reuters Screen LIBO Page: The display designated as page "LIBO" on the
Reuters Monitor Money Rates Service (or such other page as may replace such LIBO
page on that service) for the purpose of displaying London interbank offered
rates of major banks.

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

     Sale Agreement: The Mortgage Loan Purchase Agreement dated as of March 1,
2007, between the Depositor and the Sponsor with respect to the sale of the
Ownit Mortgage Loans from the Sponsor to the Depositor.

     Sarbanes-Oxley Certification: Has the meaning set forth in Section 3.20.

     Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due on
any Due Date allocable to principal and/or interest on such Mortgage Loan.

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

     Securities Administrator: LaSalle Bank National Association, a national
banking association, or any successor in interest.

     Securities Administrator Fee: The Securities Administrator is entitled to
the investment income earned on amounts on deposit in the Certificate Account as
set forth in Section 3.05(f) hereof.

     Servicers: With respect to the Ownit Mortgage Loans, Litton Loan Servicing
LP, a Delaware limited partnership, or its successor in interest and Wilshire
Credit Corporation, a Nevada corporation, or


                                       61

<PAGE>

its successor in interest and, with respect to the Option One Mortgage Loans,
Option One Mortgage Corporation, a California corporation, or its successor in
interest.

     Servicer Remittance Date: With respect to any Distribution Date, the later
of (x) two Business Days after the 15th day of the month in which such
Distribution Date occurs and (y) the 18th day (or if such day is not a Business
Day, the immediately preceding Business Day) of the month in which such
Distribution Date occurs.

     Servicing Advances: All customary, reasonable and necessary "out of pocket"
costs and expenses (including legal fees) incurred in the performance by each
Servicer of its servicing obligations hereunder (including the Master Servicer
to the extent it is required to make such Servicing Advance hereunder),
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 this Agreement, (5) correcting
errors of prior servicers; costs and expenses charged to the related Servicer by
the Trustee, Master Servicer or Securities Administrator; tax tracking; title
research; flood certifications; and lender paid mortgage insurance, (6)
obtaining or correcting any legal documentation required to be included in the
Mortgage Files and reasonably necessary for each Servicer to perform its
obligations under this Agreement and (7) compliance with the obligations under
Sections 3.01 and 3.10.

     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 each Mortgage Loan and any Distribution Date, an
amount equal to the product of (x) the Servicing Fee Rate and (y) the Stated
Principal Balance of such Mortgage Loan as of the preceding Distribution Date
or, in the event of any payment of interest that accompanies a Principal
Prepayment in full made by the Mortgagor, interest at the Servicing Fee Rate on
the Stated Principal Balance of such Mortgage Loan as of the preceding
Distribution Date for the period covered by such payment of interest.

     Servicing Fee Rate: For any Distribution Date, (i) with respect to each
Mortgage Loan serviced by Wilshire or Litton, 0.50% per annum and (ii) with
respect to each Mortgage Loan serviced by Option One, the applicable fee for
such Distribution Date as follows:

      0-10 months following the Closing Date: 0.30%

      11-30 months following the Closing Date: 0.40%

      31 months following the Closing Date and thereafter: 0.65%

     Servicing Officer: Any officer of a Servicer, as applicable involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and facsimile signature appear on a list of servicing officers furnished to
the Master Servicer, the Securities Administrator and the Trustee by


                                       62

<PAGE>

such Servicer on the Closing Date pursuant to this Agreement, as such lists may
from time to time be amended.

     Servicing Rights Pledgee: One or more lenders, selected by a Servicer, to
which the related Servicer may pledge and assign all of its right, title and
interest in, to and under this Agreement (other than rights with respect to
Advances and Servicing Advances herein), including JPMorgan Chase Bank, N.A., as
the representative of certain lenders.

     Servicing Transfer Costs: In the event that a Servicer does not reimburse
the Master Servicer under this Agreement, all costs associated with the transfer
of servicing from such predecessor Servicer, including, without limitation, any
costs or expenses associated with the termination of such predecessor Servicer,
the appointment of a successor servicer, the complete transfer of all servicing
data and the completion, correction or manipulation of such servicing data as
may be required by the Master Servicer or any successor servicer to correct any
errors or insufficiencies in the servicing data or otherwise to enable the
Master Servicer or successor servicer to service the Mortgage Loans properly and
effectively.

     SFAS 140: Statement of Financial Accounting Standard No. 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities dated September 2000, published by the Financial Accounting
Standards Board of the Financial Accounting Foundation.

     Significance Estimate: With respect to any Distribution Date, and in
accordance with Item 1115 of Regulation AB, shall be an amount determined based
on the reasonable good-faith estimate by the Depositor or its Affiliate (and
reported to the Securities Administrator) of the aggregate maximum probable
exposure of the outstanding Certificates to the Swap Agreement, the Cap Contract
and the Corridor Contracts, as applicable.

     Significance Percentage: With respect to any Distribution Date, and in
accordance with Item 1115 of Regulation AB, shall be a percentage equal to the
Significance Estimate divided by the aggregate outstanding Stated Principal
Balance of the Mortgage Loans, prior to the distribution of the Principal
Distribution Amount on such Distribution Date.

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

     Startup Day: As defined in Section 2.07 hereof.

     Stated Principal Balance: With respect to any Mortgage Loan or related REO
Property (1) as of the Cut-off Date, the Cut-off Date Principal Balance thereof,
and (2) as of any Distribution Date, such Cut-off Date Principal Balance, minus
the sum of (A) the principal portion of the Scheduled Payments (x) due with
respect to such Mortgage Loan during each Due Period ending prior to such
Distribution Date and (y) that were received by the related Servicer as of the
close of business on the Determination Date related to such Distribution Date or
with respect to which Advances were made on the Servicer Remittance Date prior
to such Distribution Date and (B) all Principal Prepayments with respect to such
Mortgage Loan received on or prior to the last day of the related Prepayment
Period, and all Liquidation Proceeds to the extent applied by the related
Servicer as recoveries of principal in accordance with Section 3.12 with respect
to such Mortgage Loan, that were received by such Servicer as of the close of
business on the last day of the related Due Period. Notwithstanding the
foregoing, the Stated Principal Balance of a Liquidated Loan shall be deemed to
be zero.


                                       63

<PAGE>

     Stepdown Date: The earlier to occur of: (A) the first Distribution Date on
which the aggregate Certificate Principal Balance of the Class A-1 Certificates
and Class A-2 Certificates has been reduced to zero; and (B) the later to occur
of (1) the Distribution Date in April 2010 or (2) the first Distribution Date on
which (A) the Class A Certificate Principal Balance (reduced by the Principal
Funds with respect to such Distribution Date) is less than or equal to (B)
51.80% of the aggregate Stated Principal Balance of the Mortgage Loans.

     Stepdown Required Loss Percentage: For any Distribution Date, the
applicable percentage for such Distribution Date set forth in the following
table:


<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN            STEPDOWN REQUIRED LOSS PERCENTAGE
------------------------------   ----------------------------------------------------
<S>                              <C>
April 2009 - March 2010          1.70% with respect to April 2009, plus an additional
                                 1/12th of 2.15% for each month thereafter
April 2010 - March 2011          3.85% with respect to April 2010, plus an additional
                                 1/12th of 2.15% for each month thereafter
April 2011 - March 2012          6.00% with respect to April 2011, plus an additional
                                 1/12th of 1.70% for each month thereafter
April 2012 - March 2013          7.70% with respect to April 2012, plus an additional
                                 1/12th of 0.90% for each month thereafter
April 2013 - March 2014          8.60% with respect to April 2013, plus an additional
                                 1/12th of 0.05% for each month thereafter
April 2014 and thereafter        8.65%
</TABLE>

     Stepdown Trigger Event: With respect to the Certificates on or after the
Stepdown Date, a Distribution Date on which (1) the quotient of (A) the
aggregate Stated Principal Balance of all Mortgage Loans that are 60 or more
days Delinquent measured on a rolling three month basis (including, for the
purposes of this calculation, Mortgage Loans in foreclosure and REO Properties
and Mortgage Loans with respect to which the applicable Mortgagor is in
bankruptcy) and (B) the Stated Principal Balance of the Mortgage Loans as of the
preceding Servicer Remittance Date, equals or exceeds the product of (i) 33.20%
and (ii) the Required Percentage or (2) the quotient (expressed as a percentage)
of (A) the aggregate Realized Losses incurred from the Cut-off Date through the
last day of the calendar month preceding such Distribution Date and (B) the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date exceeds
the Stepdown Required Loss Percentage.

     Subcontractor: Any outsourcer that performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to 5% or more of the
Mortgage Loans under the direction or authority of a Servicer (with respect to
Wilshire and Litton only, measured by aggregate Stated Principal Balance of the
Mortgage Loans, annually at the commencement of the calendar year prior to the
year in which an Assessment of Compliance is required to be delivered,
multiplied by a fraction, the numerator of which is the number of months during
which such Subcontractor performs such discrete functions and the


                                       64

<PAGE>

denominator of which is 12, or, in the case of the year in which the Closing
Date occurs, the number of months elapsed in such calendar year).

     Subordinate Certificate Corridor Contract: The schedule and master
agreement (attached as Exhibit M-5 hereto), including the confirmation thereto
(attached as Exhibit M-3 hereto) and the related credit support annex (attached
as Exhibit M-4 hereto), between the Securities Administrator on behalf of the
Issuing Entity and the Cap Contract Counterparty, with respect to the
Subordinate Certificates.

     Subordinate Certificate Corridor Contract Notional Balance: With respect to
any Distribution Date, the Subordinate Certificate Corridor Contract Notional
Balance set forth for such Distribution Date in the Subordinate Certificate
LIBOR Cap Table (attached as Schedule A to Exhibit M-3 hereto).

     Subordinate Certificate Corridor Contract Termination Date: The
Distribution Date in September 2007.

     Subordinate Certificate Upper Collar: With respect to each Distribution
Date with respect to which payments are received on the Subordinate Certificate
Corridor Contract, a rate equal to the lesser of One-Month LIBOR and 9.240% per
annum.

     Subordinate Certificates: Each of the Class M and Class B Certificates.

     Subsequent Recovery: Any amount received on a Mortgage Loan (net of amounts
reimbursed to the related Servicer related to Liquidated Mortgage Loans)
subsequent to such Mortgage Loan being determined to be a Liquidated Mortgage
Loan.

     Sub-Servicer: Any Person that services Mortgage Loans on behalf of a
Servicer pursuant to a Subservicing Agreement and is responsible for the
performance of the material servicing functions required to be performed by the
related Servicer under this Agreement that are identified in Item 1122(d) of
Regulation AB with respect to 10% or more of the Mortgage Loans under the
direction or authority of such Servicer (with respect to Litton and Wilshire
only, measured by aggregate Stated Principal Balance of the Mortgage Loans,
annually at the commencement of the calendar year prior to the year in which an
Assessment of Compliance is required to be delivered, multiplied by a fraction,
the numerator of which is the number of months during which such Subservicer
services the related Mortgage Loans and the denominator of which is 12, or, in
the case of the year in which the Closing Date occurs, the number of months
elapsed in such calendar year). Any subservicer shall meet the qualifications
set forth in Section 3.02.

     Subservicing Agreement: As defined in Section 3.02(a).

     Substitution Adjustment Amount: As defined in Section 2.03(c).

     Supplemental Interest Trust: The separate trust, established pursuant to
Section 4.04(l) of this Agreement and held by the Securities Administrator on
behalf of the Trustee for the benefit of the holders of the Certificates as a
segregated subtrust of the Trust Fund, (i) in which the Cap Contract and the
Swap Agreement will be held, out of which certain distributions to
Certificateholders will be made, into which any Swap Termination Payments or Net
Swap Payments received from the Swap Counterparty will be deposited and any Cap
Payments received from the Cap Contract Counterparty will be deposited as set


                                       65

<PAGE>

forth in Section 4.04 hereof and (ii) out of which any Swap Termination Payments
or Net Swap Payments owed to the Swap Counterparty will be paid.

     Supplemental Interest Trust Trustee: LaSalle Bank National Association, a
national banking association, not in its individual capacity, but solely in its
capacity as trustee of the Supplemental Interest Trust for the benefit of the
Certificateholders under this Agreement, and any successor thereto, and any
corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor supplemental interest trust trustee as may from time to time be
serving as successor supplemental interest trustee hereunder.

     Swap Account: The separate Eligible Account created and maintained by the
Supplemental Interest Trust Trustee pursuant to Section 4.04(l) in the name of
the Supplemental Interest Trust Trustee for the benefit of the Supplemental
Interest Trust and designated "LaSalle Bank National Association, as
supplemental interest trust trustee, in trust for registered holders of Merrill
Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series
2007-HE2." Funds in the Swap Account shall be held in trust for the Supplemental
Interest Trust for the uses and purposes set forth in this Agreement.

     Swap Agreement: The schedule and master agreement (attached as Exhibit Q-4
hereto), including the confirmation thereto (attached as Exhibit Q-2 hereto) and
the related credit support annex (attached as Exhibit Q-3 hereto), between the
Swap Counterparty and the Supplemental Interest Trust Trustee for the benefit of
the Certificateholders or any other swap agreement (including any related
schedules) held by the Supplemental Interest Trust pursuant to Section 4.04(l)
hereof.

     Swap Counterparty: Bear Stearns Financial Products Inc., or any successor
counterparty who meets the requirements set forth in the Swap Agreement.

     Swap LIBOR: With respect to any Distribution Date (and the related Accrual
Period) the product of (i) the Floating Rate Option (as defined in the Swap
Agreement for the related Swap Payment Date), (ii) two and (iii) the quotient of
(a) the actual number of days in the Accrual Period for the Lower Tier REMIC
Interests divided by (b) 30.

     Swap Optional Termination Payment: As described in Section 9.01(b).

     Swap Payment Date: For so long as the Swap Agreement is in effect or
amounts remain unpaid thereunder, the second Business Day (as defined in the
Swap Agreement) immediately preceding each Distribution Date.

     Swap Posted Collateral Account: The segregated Eligible Account created and
maintained by the Supplemental Interest Trust Trustee pursuant to Section
4.04(l) in the name of the Supplemental Interest Trust Trustee for the benefit
of the Supplemental Interest Trust and designated "LaSalle Bank National
Association, as supplemental interest trust trustee, in trust for registered
holders of Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
Certificates, Series 2007-HE2." Funds in the Swap Posted Collateral Account
shall be held in trust for the Supplemental Interest Trust for the uses and
purposes set forth in the Swap Agreement

     SWAP REMIC: As described in the Preliminary Statement and Section 2.07.

     SWAP REMIC Interests: Each of the interests in the SWAP REMIC as set forth
in the Preliminary Statement.


                                       66

<PAGE>

     SWAP REMIC Regular Interests: Each of the SWAP REMIC Interests other than
the Class SWR Interest.

     Swap Termination Payment: Any payment payable by the Supplemental Interest
Trust or the Swap Counterparty upon termination of the Swap Agreement pursuant
to the Swap Agreement.

     Tax Matters Person: The Person designated as "tax matters person" in the
manner provided under Treasury regulation Section 1.860F-4(d) and Treasury
regulation Section 301.6231(a)(7)-1.

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

     Transfer Agreement: The Amended and Restated Master Mortgage Loan Purchase
and Servicing Agreement, dated as of November 1, 2006, among MLML, Option One,
Option One Mortgage Capital Corporation and the Seller Trusts (as defined in the
Transfer Agreement).

     Transferor: Option One, in its capacity as originator of the Option One
Mortgage Loans.

     Trust Fund: The corpus of the Issuing Entity (the "Merrill Lynch Mortgage
Investors Trust, Series 2007-HE2") created hereunder consisting of (i) the
Mortgage Loans and all interest and principal received on or with respect
thereto on and after the Cut-off Date to the extent not applied in computing the
Cut-off Date Principal Balance thereof, exclusive of interest not required to be
deposited in the Collection Accounts; (ii) the Collection Accounts, the Master
Servicer Collection Account and the Certificate Account and all amounts
deposited therein pursuant to the applicable provisions of this Agreement; (iii)
property that secured a Mortgage Loan and has been acquired by foreclosure, deed
in lieu of foreclosure or otherwise; (iv) the mortgagee's rights under the
Insurance Policies with respect to the Mortgage Loans and/or the related
Mortgaged Properties; (v) all proceeds of the conversion, voluntary or
involuntary, of any of the foregoing into cash or other liquid property; (vi)
the Corridor Contracts and the Corridor Contract Account and (vii) the
Supplemental Interest Trust, which in turn holds the Swap Agreement and the Cap
Contract.

     Trustee: Citibank, N.A., a national banking association, not in its
individual capacity, but solely in its capacity as trustee for the benefit of
the Certificateholders under this Agreement, and any successor thereto, and any
corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee as may from time to time be serving as successor trustee
hereunder.

     Uncertificated Class C Interest: An uncertificated REMIC Regular Interest
having the characteristics described in the Preliminary Statement.

     Unpaid Realized Loss Amount: The Class M-1 Unpaid Realized Loss Amount,
Class M-2 Unpaid Realized Loss Amount, Class M-3 Unpaid Realized Loss Amount,
Class M-4 Unpaid Realized Loss Amount, Class M-5 Unpaid Realized Loss Amount,
Class M-6 Unpaid Realized Loss Amount, Class B-1 Unpaid Realized Loss Amount,
Class B-2 Unpaid Realized Loss Amount, Class B-3 Unpaid Realized Loss Amount and
Class C Unpaid Realized Loss Amount, collectively.

     Upper Tier REMIC: As described in the Preliminary Statement and Section
2.07.

     Upper Tier REMIC Net WAC Cap: In the case of the Class UTA-1 Interest and
the Residual Interest, a per annum rate equal to the weighted average of the
interest rate of the Class LTII1B Interest


                                       67

<PAGE>

for such Distribution Date. In the case of the Class UTA-2A, Class UTA-2B, Class
UTA-2C and Class UTA-2D Interests, a per annum rate equal to the weighted
average of the interest rate for the Class LTII2B for such Distribution Date. In
the case of the Class UTM-1, Class UTM-2, Class UTM-3, Class UTM-4, Class UTM-5,
Class UTM-6, Class UTB-1, Class UTB-2 and Class UTB-3 Interests, a per annum
rate equal to the weighted average of the interest rates of Class LTII1B and
Class LTII2B Interests for such Distribution weighted, respectively, on the
basis of the uncertificated principal balances of the Class LTII1A and the Class
LTII2A Interests.

     Voting Rights: The portion of the voting rights of all the Certificates
that is allocated to any of the Certificates for purposes of the voting
provisions hereunder. Voting Rights allocated to each Class of Certificates
shall be allocated as follows: (1) 98% to the Class A, Class M and Class B
Certificates, with the allocation among such Certificates to be in proportion to
the Certificate Principal Balance of each Class relative to the Certificate
Principal Balance of all other Classes and (2) each Class of the Class C and
Class P will be allocated 1% of the Voting Rights. Voting Rights will be
allocated among the Certificates of each such Class in accordance with their
respective Percentage Interests.

     Weighted Average Available Funds Cap: With respect to a Distribution Date,
the per annum rate equal to the weighted average (weighted in proportion to the
results of subtracting from the aggregate Stated Principal Balance of each
Mortgage Group, the current Certificate Principal Balance of the Class A-1 and
Class R Certificates, in the case of Group One, or the Class A-2A, Class A-2B,
Class A-2C and Class A-2D Certificates, in the case of Group Two) of the Class
A-1 Available Funds Cap and the Class A-2 Available Funds Cap.

     Weighted Average Maximum Rate Cap: With respect to a Distribution Date, the
per annum rate equal to the weighted average (weighted in proportion to the
results of subtracting from the aggregate Stated Principal Balance of each
Mortgage Group, the current Certificate Principal Balance of the Class A-1 and
Class R Certificates, in the case of Group One, or the Class A-2A, Class A-2B,
Class A-2C and Class A-2D Certificates, in the case of Group Two) of the Class
A-1 Maximum Rate Cap and the Class A-2 Maximum Rate Cap.

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

          SECTION 2.01. Conveyance of Mortgage Loans

     The Depositor, concurrently with the execution and delivery hereof, does
hereby sell, transfer, assign, set over and convey to the Trustee without
recourse all the right, title and interest of the Depositor in and to the assets
of the Trust Fund. Such assignment includes all interest and principal received
on or with respect to the Mortgage Loans on or after the Cut-off Date (other
than Scheduled Payments due on the Mortgage Loans on or before the Cut-off
Date).

     It is agreed and understood by the Depositor, the Master Servicer, the
Servicers, the Securities Administrator and the Trustee that it is not intended
that any Mortgage Loan be included in the Trust that is, without limitation,
either (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


                                       68

<PAGE>

Massachusetts Predatory Home Loan Practices Act effective November 7, 2004; (iv)
a "High-Cost Home Loan" as defined by the Indiana High Cost Home Loan Law
effective January 1, 2005 or (v) a "High-Cost Home Loan" as defined by the
Illinois High Risk Home Loan Act effective January 1, 2004.

     In connection with such assignment, the Depositor does hereby deliver to,
and deposit with the Trustee or the Custodians on its behalf the following
documents or instruments with respect to each Mortgage Loan:

          (A) The original Mortgage Note endorsed in blank or, "Pay to the order
     of Citibank, N.A., as trustee for the Merrill Lynch Mortgage Investors
     Trust, Mortgage Loan Asset-Backed Certificates, Series 2007-HE2, without
     recourse" together with all riders thereto. The Mortgage Note shall include
     all intervening endorsements showing a complete chain of the title from the
     originator to [____________________].

          (B) Except as provided below and for each Mortgage Loan that is not a
     MERS Loan, the original recorded Mortgage together with all riders thereto,
     with evidence of recording thereon, or, if the original Mortgage has not
     yet been returned from the recording office, a copy of the original
     Mortgage together with all riders thereto certified to be a true copy of
     the original of the Mortgage that has been delivered for recording in the
     appropriate recording office of the jurisdiction in which the Mortgaged
     Property is located and in the case of each MERS Loan, the original
     Mortgage together with all riders thereto, noting the presence of the MIN
     of the Loan and either language indicating that the Mortgage Loan is a MOM
     Loan or if the Mortgage Loan was not a MOM Loan at origination, the
     original Mortgage and the assignment thereof to MERS, with evidence of
     recording indicated thereon, or a copy of the Mortgage certified by the
     public recording office in which such Mortgage has been recorded.

          (C) In the case of each Mortgage Loan that is not a MERS Loan, the
     original Assignment of each Mortgage in blank or, to "Citibank, N.A., as
     trustee for the Merrill Lynch Mortgage Investors Trust, Mortgage Loan
     Asset-Backed Certificates, Series 2007-HE2."

          (D) The original policy of title insurance (or a preliminary title
     report, commitment or binder if the original title insurance policy has not
     been received from the title insurance company).

          (E) Originals of any intervening assignments of the Mortgage, with
     evidence of recording thereon or, if the original intervening assignment
     has not yet been returned from the recording office, a copy of such
     assignment certified to be a true copy of the original of the assignment
     which has been sent for recording in the appropriate jurisdiction in which
     the Mortgaged Property is located.

          (F) Originals of all assumption and modification agreements, if any,
     or copies thereof together with a stamp certifying that such represents a
     true and correct copy of the original.

          (G) If in connection with any Mortgage Loan, the Depositor cannot
     deliver the Mortgage, Assignments of Mortgage or assumption, consolidation
     or modification, as the case may be, with evidence of recording thereon, if
     applicable, concurrently with the execution and delivery of this Agreement
     solely because of a delay caused by the public recording office where


                                       69

<PAGE>

     such Mortgage, Assignments of Mortgage or assumption, consolidation or
     modification, as the case may be, has been delivered for recordation, the
     Depositor shall deliver or cause to be delivered to the Trustee or a
     Custodian on its behalf written notice stating that such Mortgage or
     assumption, consolidation or modification, as the case may be, has been
     delivered to the appropriate public recording office for recordation.
     Thereafter, the Depositor shall deliver or cause to be delivered to the
     Trustee or a Custodian on its behalf such Mortgage, Assignments of Mortgage
     or assumption, consolidation or modification, as the case may be, with
     evidence of recording indicated thereon, if applicable, upon receipt
     thereof from the public recording office. To the extent any required
     endorsement is not contained on a Mortgage Note or an Assignment of
     Mortgage, the Depositor shall make or cause to be made such endorsement.

          (H) With respect to any Mortgage Loan, none of the Depositor, the
     Master Servicer, the Servicers, the Securities Administrator or the Trustee
     shall be obligated to cause to be recorded the Assignment of Mortgage
     referred to in this Section 2.01. In the event an Assignment of Mortgage is
     not recorded or is improperly recorded, the Servicers, the Master Servicer,
     the Securities Administrator and the Trustee shall have no liability for
     their failure to receive or act on notices related to such Assignment of
     Mortgage.

     The ownership of each Mortgage Note, the Mortgage and the contents of the
related Mortgage File is vested in the Trustee on behalf of the
Certificateholders. None of the Depositor, the Master Servicer, the Servicers or
the Securities Administrator shall take any action inconsistent with such
ownership and shall not claim any ownership interest therein. The Depositor, the
Master Servicer, the Servicers or the Securities Administrator shall respond to
any third party inquiries with respect to ownership of the Mortgage Loans by
stating that such ownership is held by the Trustee on behalf of the
Certificateholders. Mortgage documents relating to the Mortgage Loans not
delivered to the Trustee or the Custodians on its behalf are and shall be held
in trust by the related Servicer, for the benefit of the Trustee as the owner
thereof, and such Servicer's possession of the contents of each Mortgage File so
retained is for the sole purpose of servicing the related Mortgage Loan, and
such retention and possession by such Servicer, is in a custodial capacity only.
The Depositor agrees to take no action inconsistent with the Trustee's ownership
of the Mortgage Loans, to promptly indicate to all inquiring parties that the
Mortgage Loans have been sold and to claim no ownership interest in the Mortgage
Loans.

     It is the intention of this Agreement that the conveyance of the
Depositor's right, title and interest in and to the Trust Fund pursuant to this
Agreement shall constitute a purchase and sale and not a loan. If a conveyance
of Mortgage Loans from the Sponsor to the Depositor is characterized as a pledge
and not a sale, then the Depositor shall be deemed to have transferred to the
Trustee all of the Depositor's right, title and interest in, to and under the
obligations of the Sponsor deemed to be secured by said pledge; and it is the
intention of this Agreement that the Depositor shall also be deemed to have
granted to the Trustee a first priority security interest in all of the
Depositor's right, title, and interest in, to and under the obligations of the
Sponsor to the Depositor deemed to be secured by said pledge and that the
Trustee shall be deemed to be an independent custodian for purposes of
perfection of the security interest granted to the Depositor. If the conveyance
of the Mortgage Loans from the Depositor to the Trustee is characterized as a
pledge, it is the intention of this Agreement that this Agreement shall
constitute a security agreement under applicable law, and that the Depositor
shall be deemed to have granted to the Trustee a first priority security
interest in all of the Depositor's right, title and interest in, to and under
the Mortgage Loans, all payments of principal of or interest on such Mortgage
Loans, all other rights relating to and payments made in respect of the Trust
Fund, and all proceeds of any thereof. If the trust created by this Agreement
terminates prior to the satisfaction of the claims of any Person in any
Certificates, the security interest


                                       70

<PAGE>

created hereby shall continue in full force and effect and the Trustee shall be
deemed to be the collateral agent for the benefit of such Person.

     In addition to the conveyance made in the first paragraph of this Section
2.01, the Depositor does hereby convey, assign and set over to the Trustee for
the benefit of the Certificateholders its rights and interests under (x) the
Sale Agreement, including the Depositor's right, title and interest in the
representations and warranties with respect to the Ownit Mortgage Loans,
contained in the Sale Agreement and the benefit of the repurchase obligations
and the obligation of the Sponsor contained in the Sale Agreement to take, at
the request of the Depositor or the Trustee, all action on its part which is
reasonably necessary to ensure the enforceability of an Ownit Mortgage Loan and
(y) the Transfer Agreement, Bring Down Letter and Assignment Agreement,
including the Depositor's right, title and interest in the representations and
warranties with respect to the Option One Mortgage Loans, contained therein and
the benefit of the repurchase obligations and the obligation of Option One and
the Sponsor, as applicable, contained therein to take, at the request of the
Depositor or the Trustee, all action on its part (as applicable) which is
reasonably necessary to ensure enforceability of an Option One Mortgage Loan.
The Trustee hereby accepts such assignment, and shall be entitled to exercise
all rights of the Depositor under the Sale Agreement, the Transfer Agreement,
the Bring Down Letter and the Assignment Agreement, as applicable, as if, for
such purpose, it were the Depositor. The foregoing sale, transfer, assignment,
set-over, deposit and conveyance does not and is not intended to result in
creation or assumption by the Trustee of any obligation of the Depositor, the
Sponsor, or any other Person in connection with the Mortgage Loans or any other
agreement or instrument relating thereto.

          SECTION 2.02. Acceptance by the Trustee of the Mortgage Loans

     Except as set forth in the exception report delivered contemporaneously
herewith (the "Exception Report"), the Trustee or a Custodian on its behalf
acknowledges receipt of the Mortgage Note for each Mortgage Loan and delivery of
a Mortgage File (but does not acknowledge receipt of all documents required to
be included in such Mortgage File) with respect to each Mortgage Loan and
declares that it holds and will hold such documents and any other documents
constituting a part of the Mortgage Files delivered to it or the Custodians on
its behalf in trust for the use and benefit of all present and future
Certificateholders. The Depositor will cause the Sponsor to repurchase any
Mortgage Loan to which a material exception was taken in the Exception Report
unless such exception is cured to the satisfaction of the Depositor and the
Trustee within 45 Business Days of the Closing Date.

     The Supplemental Interest Trust Trustee acknowledges receipt of the three
Cap Contracts (forms of which are attached hereto as Exhibits M-1, M-2 and M-3)
and is hereby authorized and instructed to enter into such contracts not in its
individual capacity but solely as Supplemental Interest Trust Trustee on behalf
of the Supplemental Interest Trust. The Trustee is directed to execute and
enforce to enforce the Transfer Agreement, the Bring Down Letter, The Assignment
Agreement and the Sale Agreement.

     The Supplemental Interest Trust Trustee acknowledges receipt of the Swap
Agreement and the Cap Contract that will be held in the Supplemental Interest
Trust and is hereby instructed to enter into the Swap Agreement and the Cap
Contract, not in its individual capacity, but solely as the Supplemental
Interest Trust Trustee.

     The Trustee and the Custodians on its behalf agree, for the benefit of
Certificateholders, and the NIMs insurer, to review each Mortgage File delivered
to it within 60 days after the Closing Date, to ascertain and to certify, within
seventy (70) days of the Closing Date, substantially in the form of Exhibit


                                       71

<PAGE>

D attached hereto, to the NIMs Insurer, the Depositor the Master Servicer and
the Servicers that all documents required by Section 2.01 (A)-(B), (C) (if
applicable), and (D)-(E), and the documents if actually received by it, under
Section 2.01(F), have been executed and received, and that such documents relate
to the Mortgage Loans identified in Exhibit B-1 that have been conveyed to it.
It is herein acknowledged that, in conducting such review, none of the Trustee
or the Custodians shall be under any duty or obligation to inspect, review or
examine any such documents, instruments, certificates or other papers to
determine that they are genuine, enforceable or appropriate for the represented
purpose, that they have actually been recorded or that they are other than what
they purport to be on their face. If the Trustee or a Custodian on its behalf
finds any document or documents constituting a part of a Mortgage File to be
missing or defective (that is, mutilated, damaged, defaced or unexecuted) in any
material respect, the Trustee or such Custodian on its behalf shall promptly
(and in any event within no more than five Business Days) after such finding so
notify the NIMs Insurer, the Servicers, the Master Servicer the Sponsor and the
Depositor. In addition, the Trustee or such Custodian on its behalf shall also
notify the NIMs Insurer, the Servicers, the Master Servicer, the Sponsor and the
Depositor if the original Mortgage with evidence of recording thereon with
respect to a Mortgage Loan is not received within seventy (70) days of the
Closing Date; if it has not been received because of a delay caused by the
public recording office where such Mortgage has been delivered for recordation,
the Depositor shall deliver or cause to be delivered to the Trustee or a
Custodian on its behalf written notice stating that such Mortgage has been
delivered to the appropriate public recording office for recordation and
thereafter the Depositor shall deliver or cause to be delivered such Mortgage
with evidence of recording thereon upon receipt thereof from the public
recording office. The Trustee or such Custodian on its behalf shall request that
the Sponsor correct or cure such omission, defect or other irregularity, or
substitute a Mortgage Loan pursuant to the provisions of Section 2.03(c), within
ninety (90) days from the date the Sponsor was notified of such omission or
defect and, if the Sponsor does not correct or cure such omission or defect
within such period, that the Sponsor purchase such Mortgage Loan from the
Issuing Entity within ninety (90) days from the date the Trustee or such
Custodian on its behalf notified the Sponsor of such omission, defect or other
irregularity at the Purchase Price of such Mortgage Loan. The Purchase Price for
any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the
related Servicer and deposited by the related Servicer in the Master Servicer
Collection Account or related Collection Account, as appropriate, promptly upon
receipt, and upon receipt by the Trustee of written notification of such deposit
signed by a Servicing Officer or receipt of such deposit by the Trustee or a
Custodian on its behalf, upon receipt of a Request for Release and certification
of the related Servicer of such required deposit, shall promptly release to the
Sponsor the related Mortgage File and the Trustee shall execute and deliver such
instruments of transfer or assignment, without recourse, as shall be requested
by the Sponsor and necessary to vest in the Sponsor or its designee, as the case
may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have
no further responsibility with regard to such Mortgage Loan. It is understood
and agreed that the obligation of the Sponsor to purchase, cure or substitute
any Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to the Trustee on behalf of Certificateholders and the NIMs
Insurer. The preceding sentence shall not, however, limit any remedies available
to the Certificateholders, the NIMs Insurer, the Depositor or the Trustee
pursuant to the Sale Agreement, the Transfer Agreement, the Bring Down Letter or
the Assignment Agreement. None of the Trustee or the Custodians on its behalf
shall be under any duty or obligation to inspect, review and examine such
documents, instruments, certificates or other papers to determine that they are
genuine, enforceable, recordable, duly authorized, sufficient, legal, valid or
appropriate to the represented purpose, or that they have actually been
recorded, or that they are other than what they purport to be on their face. The
Servicers, the Master Servicer, the Securities Administrator and the Trustee
shall keep confidential the name of each Mortgagor except as required for
performance of this Agreement and the Servicers (except


                                       72

<PAGE>

in accordance with the provisions of Section 3.26 of this Agreement), the Master
Servicer, the Securities Administrator and the Trustee shall not solicit any
such Mortgagor for the purpose of refinancing the related Mortgage Loan;
notwithstanding anything herein to the contrary, the foregoing shall not be
construed to prohibit (i) disclosure of any and all information that is or
becomes publicly known, or information obtained by the Trustee, the Servicers,
the Master Servicer or the Securities Administrator from sources other than the
other parties hereto, (ii) disclosure of any and all information (A) if required
to do so by any applicable law, rule or regulation, (B) to any government agency
or regulatory body having or claiming authority to regulate or oversee any
aspects of the business of the Trustee, Master Servicer, the Securities
Administrator, the Servicers or that of any Affiliate, (C) pursuant to any
subpoena, civil investigation demand or similar demand or request of any court,
regulatory authority, arbitrator or arbitration to which the Trustee, the Master
Servicer, the Securities Administrator, the Servicers or any Affiliate or an
officer, director, employer or shareholder thereof is a party or (D) to any
Affiliate, independent or internal auditor, agent, employee or attorney of the
Trustee, the Servicers, the Master Servicer or the Securities Administrator
having a need to know the same, provided that the Trustee, the Servicers, the
Master Servicer or the Securities Administrator, as applicable, advises such
recipient of the confidential nature of the information being disclosed, or
(iii) any other disclosure authorized by the Depositor.

     Within seventy (70) days of the Closing Date, the Trustee (or a Custodian
on its behalf) shall deliver to the NIMs Insurer, the Depositor, the Master
Servicer and each Servicer the Initial Certification, substantially in the form
of Exhibit D attached hereto, evidencing the completeness of the Mortgage Files,
with any exceptions noted thereto.

          SECTION 2.03. Representations, Warranties and Covenants of the
Depositor

          (a) The Depositor hereby represents and warrants to the Servicers, the
Master Servicer, the Securities Administrator, the NIMs Insurer and the Trustee
as follows, as of the date hereof:

          (i) The Depositor is duly organized and is validly existing as a
     corporation in good standing under the laws of the State of Delaware and
     has full power and authority (corporate and other) necessary to own or hold
     its properties and to conduct its business as now conducted by it and to
     enter into and perform its obligations under this Agreement and the Sale
     Agreement.

          (ii) The Depositor 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 the Sale Agreement and has
     duly authorized, by all necessary corporate action on its part, the
     execution, delivery and performance of this Agreement, the Assignment
     Agreement and the Sale Agreement; and this Agreement, the Assignment
     Agreement and the Sale Agreement, assuming the due authorization, execution
     and delivery hereof by the other parties hereto, constitutes a legal, valid
     and binding obligation of the Depositor, enforceable against the Depositor
     in accordance with its terms, subject, as to enforceability, to (i)
     bankruptcy, insolvency, reorganization, moratorium and other similar laws
     affecting creditors' rights generally and (ii) general principles of
     equity, regardless of whether enforcement is sought in a proceeding in
     equity or at law.

          (iii) The execution and delivery of this Agreement, the Assignment
     Agreement and the Sale Agreement by the Depositor, the consummation of the
     transactions contemplated by this Agreement, the Assignment Agreement and
     the Sale Agreement, and the fulfillment of or


                                       73

<PAGE>

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

          (iv) No litigation is pending, or, to the best of the Depositor's
     knowledge, threatened, against the Depositor that would materially and
     adversely affect the execution, delivery or enforceability of this
     Agreement, the Assignment Agreement and the Sale Agreement or the ability
     of the Depositor to perform its obligations under this Agreement, the
     Assignment Agreement and the Sale 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 the execution, delivery and
     performance by the Depositor of, or compliance by the Depositor with, this
     Agreement, the Assignment Agreement and the Sale Agreement or the
     consummation of the transactions contemplated hereby, or if any such
     consent, approval, authorization or order is required, the Depositor has
     obtained the same. The Depositor hereby represents and warrants to the
     Trustee with respect to each Mortgage Loan as of the Closing Date, and
     following the transfer of the Mortgage Loans to it by the Sponsor, the
     Depositor had good title to the Mortgage Loans and the Mortgage Notes were
     subject to no offsets, claims, liens, mortgage, pledge, charge, security
     interest, defenses or counterclaims.

          (b) (i) With respect to the Option One Mortgage Loans, the
representations and warranties of the Transferor with respect to the Option One
Mortgage Loans in the Transfer Agreement, which have been assigned to the
Trustee hereunder, were made as of the date specified in the Transfer Agreement,
certain of such representations and warranties have been brought forward to the
Closing Date pursuant to the Bring Down Letter. The representations and
warranties of the Transferor with respect to the Option One Mortgage Loans
contained in the Bring Down Letter were made as of the Closing Date. The
representations and warranties of the Sponsor with respect to the Option One
Mortgage Loans contained in the Assignment Agreement were made as of the Closing
Date. To the extent that any fact, condition or event with respect to an Option
One Mortgage Loan constitutes a breach of both (i) a representation or warranty
of the Transferor under the Transfer Agreement or the Bring Down Letter and (ii)
a representation or warranty of the Sponsor under the Assignment Agreement, the
obligations of the Sponsor under the Assignment Agreement shall be enforced
solely against the Transferor, as set forth in the Assignment Agreement. The
Trustee is hereby directed to and does acknowledge that the Sponsor shall have
no obligation or liability with respect to any breach of a representation or
warranty made by it with respect to any such Option One Mortgage Loans, except
as otherwise set forth in the Assignment Agreement, if (as certified to the
Trustee by the Sponsor) the fact, condition or event constituting such breach
also constitutes a breach of a representation or warranty made by the Transferor
in the Transfer Agreement or Bring Down Letter, without regard to whether the
Transferor fulfills its contractual obligations in respect of such
representation or warranty. The Trustee also is hereby directed to and does


                                       74

<PAGE>

acknowledge that the Sponsor shall have no obligation or liability with respect
to any breach of a representation or warranty made solely by the Transferor with
respect to the Option One Mortgage Loans, without regard to whether the
Transferor fulfills its contractual obligations in respect of such
representation or warranty. The Trustee further acknowledges that the Depositor
shall have no obligation or liability with respect to any breach of any
representation or warranty with respect to the Option One Mortgage Loans (except
as set forth in Section 2.03(a)(v)) under any circumstances.

               (ii) With respect to the Ownit Mortgage Loans, the
representations and warranties of the Sponsor with respect to Ownit Mortgage
Loans contained in the Sale Agreement were made as of the Closing Date. To the
extent that any fact, condition or event with respect to an Ownit Mortgage Loan
constitutes a breach of a representation or warranty of the Sponsor with respect
to any such Ownit Mortgage Loan under the Sale Agreement, the obligations of the
Sponsor under the Sale Agreement shall be enforced by the Depositor against the
Sponsor as set forth in the Sale Agreement. The Trustee acknowledges that the
Depositor shall have no obligation or liability with respect to any breach of
any representation or warranty with respect to the Ownit Mortgage Loans (except
as set forth in Section 2.03(a)(v)) under any circumstances.

          (c) Upon discovery by any of the NIMs Insurer, the Master Servicer,
the Securities Administrator, the Depositor, Sponsor, the Servicers or the
Trustee of a breach of any of such representations and warranties that adversely
and materially affects the value of the related Mortgage Loan, Prepayment
Charges or the interests of the Certificateholders, the party discovering such
breach shall give prompt written notice to the other parties. Within ninety (90)
days of the discovery of such breach of any representation or warranty, the
Transferor or the Sponsor, as applicable in the case of an Option One Mortgage
Loan or the Sponsor in the case of an Ownit Mortgage Loan, shall either (a) cure
such breach in all material respects, (b) repurchase such Mortgage Loan or any
property acquired in respect thereof from the Trustee at the Purchase Price or
(c) within the two year period following the Closing Date, substitute a
Replacement Mortgage Loan for the affected Mortgage Loan. In the event of
discovery of a breach of any representation and warranty of the Transferor or
the Sponsor, the Trustee's rights shall be enforced under the Transfer
Agreement, the Assignment Agreement and the Sale Agreement for the benefit of
Certificateholders and the NIMs Insurer. If a breach of the representations and
warranties set forth in the Transfer Agreement or the Sale Agreement exists
solely due to the unenforceability of a Prepayment Charge, the Trustee (if a
Responsible Officer of the Trustee has had actual notice thereof) or the other
party having notice thereof shall notify the related Servicer thereof and not
seek to enforce the repurchase remedy provided for herein unless such Mortgage
Loan is not current. In the event of a breach of the representations and
warranties with respect to the Mortgage Loans set forth in the Transfer
Agreement, the Assignment Agreement or the Sale Agreement, the Trustee shall use
reasonable efforts to enforce the right of the Issuing Entity to be indemnified
for such breach of representation and warranty. In the event that such breach
relates solely to the unenforceability of a Prepayment Charge, amounts received
in respect of such indemnity up to the amount of such Prepayment Charge shall be
distributed pursuant to Section 4.04(b)(i). As provided in the Transfer
Agreement, the Assignment Agreement and the Sale Agreement, if the Sponsor
substitutes for a Mortgage Loan for which there is a breach of any
representations and warranties in the Transfer Agreement, the Assignment
Agreement or the Sale Agreement which adversely and materially affects the value
of such Mortgage Loan and such substitute mortgage loan is not a Replacement
Mortgage Loan, under the terms of the Sale Agreement, the Sponsor will, in
exchange for such substitute Mortgage Loan, (i) provide the applicable Purchase
Price for the affected Mortgage Loan or (ii) within two years of the Closing
Date, substitute such affected Mortgage Loan with a Replacement Mortgage Loan.
Any such substitution shall not be effected prior to the additional delivery to
the Trustee or a Custodian on its behalf of a Request for


                                       75

<PAGE>

Release substantially in the form of Exhibit I and shall not be effected unless
it is within two years of the Startup Day. The Sponsor indemnifies and holds the
Issuing Entity, the Trustee, the Depositor, the Servicers, the NIMs Insurer, the
Master Servicer, the Securities Administrator and each Certificateholder
harmless against any and all taxes, claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, fees and expenses that the Issuing Entity, the Trustee, the Depositor,
the Servicers, the NIMs Insurer, the Master Servicer, the Securities
Administrator and any Certificateholder may sustain in connection with any
actions of the Sponsor relating to a repurchase of a Mortgage Loan other than in
compliance with the terms of this Section 2.03 and the Transfer Agreement, the
Assignment Agreement and the Sale Agreement, to the extent that any such action
causes (i) any federal or state tax to be imposed on the Issuing Entity or any
REMIC provided for herein, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup day" under Section 860G(d)(1) of the Code, or
(ii) any REMIC created hereunder to fail to qualify as a REMIC at any time that
any Certificate is outstanding. In furtherance of the foregoing, if the
Transferor or the Sponsor, as applicable, is not a member of MERS and
repurchases a Mortgage Loan which is registered on the MERS System, the
Transferor or the Sponsor, as applicable, at its own expense and without any
right of reimbursement, shall cause MERS to execute and deliver an assignment of
the Mortgage in recordable form to transfer the Mortgage from MERS to the
Transferor or the Sponsor, as applicable, and shall cause such Mortgage to be
removed from registration on the MERS System in accordance with MERS' rules and
regulations.

     With respect to any Mortgage Loan repurchased by the Sponsor pursuant to
the Assignment Agreement or the Sale Agreement, or by the Transferor pursuant to
the Transfer Agreement, the principal portion of the funds received by the
related Servicer in respect of such repurchase of a Mortgage Loan will be
considered a Principal Prepayment in full and shall be deposited in the related
Collection Account pursuant to Section 3.05. Upon receipt by the Trustee or a
Custodian on its behalf of notice from the related Servicer of receipt by the
related Servicer of the full amount of the Purchase Price for a Deleted Mortgage
Loan, and upon receipt of the Mortgage File for a Replacement Mortgage Loan
substituted for a Deleted Mortgage Loan, the Trustee (or related Custodian on
its behalf) shall release and reassign to the Sponsor or the Transferor, as
applicable, the related Mortgage File for the Deleted Mortgage Loan and shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, representation or warranty, as shall be necessary to vest in
such party or its designee or assignee title to any Deleted Mortgage Loan
released pursuant hereto, free and clear of all security interests, liens and
other encumbrances created by this Agreement, which instruments shall be
prepared by the Transferor or the Sponsor, and none of the Trustee, a Custodian
on its behalf nor the Securities Administrator shall have any further
responsibility with respect to the Mortgage File relating to such Deleted
Mortgage Loan.

     With respect to each Replacement Mortgage Loan to be delivered to the
Trustee (or a Custodian on its behalf) pursuant to the terms of this Article II
in exchange for a Deleted Mortgage Loan: (i) the Transferor or the Sponsor, as
applicable, must deliver to the Trustee (or a Custodian on its behalf) the
Mortgage File for the Replacement Mortgage Loan containing the documents set
forth in Section 2.01 along with a written certification certifying as to the
Mortgage Loan satisfying all requirements under the definition of Replacement
Mortgage Loan and the delivery of such Mortgage File and containing the granting
language set forth in Section 2.01; and (ii) the Transferor or the Sponsor will
be deemed to have made, with respect to such Replacement Mortgage Loan, each of
the representations and warranties made by it with respect to the related
Deleted Mortgage Loan. The Trustee (or a Custodian on its behalf) shall review
the Mortgage File with respect to each Replacement Mortgage Loan and certify to
the Depositor that all documents required by Section 2.01(A)-(B), (C) (if
applicable), and (D)-(E) have been executed and received.


                                       76

<PAGE>

     For any month in which the Transferor or the Sponsor substitutes one or
more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the
Transferor or the Sponsor will determine the amount (if any) by which the
aggregate principal balance of all such Replacement Mortgage Loans as of the
date of substitution and the aggregate Prepayment Charges with respect to such
Replacement Mortgage Loans is less than the aggregate Stated Principal Balance
(after application of the principal portion of the Scheduled Payment due in the
month of substitution) and aggregate Prepayment Charges of all such Deleted
Mortgage Loans. An amount equal to the aggregate of the deficiencies described
in the preceding sentence (such amount, the "Substitution Adjustment Amount")
plus an amount equal to any unreimbursed costs, penalties and/or damages
incurred by the Issuing Entity in connection with any violation relating to such
Deleted Mortgage Loan of any predatory or abusive lending law shall be remitted
by the Transferor or the Sponsor to the related Servicer for deposit into the
related Collection Account by the Transferor or the Sponsor on the Determination
Date for the Distribution Date relating to the Prepayment Period during which
the related Mortgage Loan became required to be purchased or replaced hereunder.

     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 Replacement Mortgage Loan for a
Deleted Mortgage Loan shall be made unless the Trustee, the Securities
Administrator and the NIMs Insurer shall each 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.

     The Depositor shall amend the Mortgage Loan Schedule to reflect the removal
of such Deleted Mortgage Loan from the terms of this Agreement and the
substitution of the Replacement Mortgage Loan or Replacement Mortgage Loans and
shall deliver a copy of such amended Mortgage Loan Schedule to the NIMs Insurer,
the Servicers, the Master Servicer, the Securities Administrator and the
Trustee. Upon such substitution by the Transferor or the Sponsor, such
Replacement Mortgage Loan or Replacement Mortgage Loans shall constitute part of
the Mortgage Pool and shall be subject in all respects to the terms of this
Agreement and the Transfer Agreement or the Sale Agreement, as applicable,
including all applicable representations and warranties thereof included in the
Transfer Agreement or the Sale Agreement, as applicable, as of the date of
substitution.

          (d) It is understood and agreed that the representations, warranties
and indemnification (i) set forth in this Section 2.03, (ii) of the Sponsor in
the Sale Agreement (iii) of the Sponsor and the Depositor set forth in the
Assignment Agreement and assigned to the Trustee by the Depositor hereunder and
(iv) of the Transferor set forth in the Transfer Agreement and Bring Down
Letter, assigned by the Sponsor to the Depositor pursuant to the Assignment
Agreement and assigned to the Trustee by the Depositor hereunder shall each
survive delivery of the Mortgage Files and the Assignment of Mortgage of each
Mortgage Loan to the Trustee or a Custodian on its behalf and shall continue
throughout the term of this Agreement.

          (e) The Depositor shall deliver a copy of the Mortgage Loan Schedule
to the related Servicer on the Closing Date.


                                       77

<PAGE>

          (f) The Depositor shall notify the Servicers, the Master Servicer, the
Securities Administrator and the Trustee when any NIM Notes are issued and when
such NIM Notes are no longer outstanding.

          SECTION 2.04. Representations and Warranties of the Master Servicer;
the Servicers; the Securities Administrator;

          (a) The Master Servicer hereby represents and warrants to the
Depositor, the Servicers, and the Trustee as follows, as of the date hereof:

          (i) The Master Servicer is duly organized and is validly existing as a
     national banking association and is duly authorized and qualified to
     transact any and all business contemplated by this Agreement to be
     conducted by the Master Servicer.

          (ii) The Master Servicer has the power and authority to master service
     each Mortgage Loan, and to execute, deliver and perform, and to enter into
     and consummate the transactions contemplated by this Agreement and has duly
     authorized by all necessary action on the part of the Master Servicer 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 a legal, valid and binding obligation of the
     Master Servicer, enforceable against the Master Servicer 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 therefore may be brought.

          (iii) The execution and delivery of this Agreement by the Master
     Servicer, the master servicing of the Mortgage Loans under this Agreement,
     the consummation of any other of the transactions contemplated by this
     Agreement, and the fulfillment of or compliance with the terms hereof are
     in the ordinary course of business of the Master Servicer and will not (A)
     result in a material breach of any term or provision of the charter or
     by-laws of the Master Servicer 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 the Master Servicer is a party or by which it may be bound, or (C)
     constitute a material violation of any statute, order or regulation
     applicable to the Master Servicer of any court, regulatory body,
     administrative agency or governmental body having jurisdiction over the
     Master Servicer; and the Master Servicer 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 the Master Servicer's
     ability to perform or meet any of its obligations under this Agreement.

          (iv) No litigation is pending or, to the best of the Master Servicer's
     knowledge, threatened, against the Master Servicer that would materially
     and adversely affect the execution, delivery or enforceability of this
     Agreement or its performance of any of its other obligations under this
     Agreement in accordance with the terms hereof. No consent, approval,
     authorization or order of any court or governmental agency or body is
     required for the execution, delivery and performance by the Master Servicer
     of, or compliance by the Master Servicer with, this


                                       78

<PAGE>

     Agreement or the consummation of the transactions contemplated hereby, or
     if any such consent, approval, authorization or order is required, the
     Master Servicer has obtained the same.

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

          (b) Wilshire hereby represents and warrants to the Depositor, the
Master Servicer, the Securities Administrator, the other Servicers and the
Trustee as follows, as of the date hereof:

          (i) Wilshire is duly organized and is validly existing as a
     corporation in good standing under the laws of the State of Nevada and is
     duly authorized and qualified to transact any and all business contemplated
     by this Agreement to be conducted by Wilshire in any state in which a
     Mortgaged Property is located or is otherwise not required under applicable
     law to effect such qualification and, in any event, is in compliance with
     the doing business laws of any such state, to the extent necessary to
     ensure its ability to enforce each Mortgage Loan, to 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) Wilshire has the corporate power and authority to service each
     Mortgage Loan, and 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 the part of Wilshire 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 a legal, valid and binding obligation of
     Wilshire, enforceable against Wilshire 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
     therefore may be brought.

          (iii) The execution and delivery of this Agreement by Wilshire, the
     servicing of the Mortgage Loans under this Agreement, the consummation of
     any other of the transactions contemplated by this Agreement, and the
     fulfillment of or compliance with the terms hereof are in the ordinary
     course of business of Wilshire and will not (A) result in a material breach
     of any term or provision of the charter or by-laws of Wilshire 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 Wilshire is a party or by
     which it may be bound, or (C) constitute a material violation of any
     statute, order or regulation applicable to Wilshire of any court,
     regulatory body, administrative agency or governmental body having
     jurisdiction over Wilshire; and Wilshire 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 the Wilshire's ability
     to perform or meet any of its obligations under this Agreement.


                                       79

<PAGE>

          (iv) Wilshire is an approved servicer of mortgage loans for Fannie Mae
     and is an approved servicer of mortgage loans for Freddie Mac.

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

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

          (vii) Wilshire will fully furnish (for the period it serviced the
     Mortgage Loans), in accordance with the Fair Credit Reporting Act and its
     implementing regulations, accurate and complete information (e.g.,
     favorable and unfavorable) on its borrower credit files to Equifax,
     Experian and Trans Union Credit Information Company on a monthly basis,
     except in those instances for which Wilshire reasonably believes it prudent
     to not file a monthly report for a particular mortgagor.

          (c) Litton hereby represents and warrants to the Depositor, the Master
Servicer, the Securities Administrator, the other Servicers and the Trustee as
follows, as of the date hereof:

          (i) Litton is duly organized and is validly existing as a Delaware
     limited partnership and is duly authorized and qualified to transact any
     and all business contemplated by this Agreement to be conducted by Litton
     in any state in which a Mortgaged Property is located or is otherwise not
     required under applicable law to effect such qualification and, in any
     event, is in compliance with the doing business laws of any such state, to
     the extent necessary to ensure its ability to enforce each Mortgage Loan,
     to 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) Litton has the power and authority to service each Mortgage Loan,
     and 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 the part of Litton 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 a legal, valid and binding obligation of Litton, enforceable
     against Litton 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 therefore may be
     brought.

          (iii) The execution and delivery of this Agreement by Litton, the
     servicing of the Mortgage Loans under this Agreement, the consummation of
     any other of the transactions contemplated by this Agreement, and the
     fulfillment of or compliance with the terms hereof are in


                                       80

<PAGE>

     the ordinary course of business of Litton and will not (A) result in a
     material breach of any term or provision of the charter or by-laws of
     Litton 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 Litton is a
     party or by which it may be bound, or (C) constitute a material violation
     of any statute, order or regulation applicable to Litton of any court,
     regulatory body, administrative agency or governmental body having
     jurisdiction over Litton; and Litton 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 Litton's ability to
     perform or meet any of its obligations under this Agreement.

          (iv) Litton is an approved servicer of mortgage loans for Fannie Mae
     and is an approved servicer of mortgage loans for Freddie Mac.

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

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

          (vii) Litton has fully furnished and will fully furnish (for the
     period it serviced the Mortgage Loans), in accordance with the Fair Credit
     Reporting Act and its implementing regulations, accurate and complete
     information (e.g., favorable and unfavorable) on its borrower credit files
     to Equifax, Experian and Trans Union Credit Information Company on a
     monthly basis.

          (d) Option One hereby represents and warrants to the Depositor, the
Master Servicer, the Securities Administrator, the other Servicers and the
Trustee as follows, as of the date hereof:

          (i) Option One is duly organized and is validly existing as a
     California corporation and is duly authorized and qualified to transact any
     and all business contemplated by this Agreement to be conducted by Option
     One in any state in which a Mortgaged Property is located or is otherwise
     not required under applicable law to effect such qualification and, in any
     event, is in compliance with the doing business laws of any such state, to
     the extent necessary to ensure its ability to enforce each Mortgage Loan,
     to 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) Option One has the corporate power and authority to service each
     Mortgage Loan, and 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 the part of Option One the
     execution, delivery and performance of this Agreement; and this


                                       81

<PAGE>

     Agreement, assuming the due authorization, execution and delivery hereof by
     the other parties hereto, constitutes a legal, valid and binding obligation
     of Option One, enforceable against Option One 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
     therefore may be brought.

          (iii) The execution and delivery of this Agreement by Option One, the
     servicing of the Mortgage Loans under this Agreement, the consummation of
     any other of the transactions contemplated by this Agreement, and the
     fulfillment of or compliance with the terms hereof are in the ordinary
     course of business of Option One and will not (A) result in a material
     breach of any term or provision of the charter or by-laws of Option One 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 Option One is a party or by
     which it may be bound, or (C) constitute a material violation of any
     statute, order or regulation applicable to Option One of any court,
     regulatory body, administrative agency or governmental body having
     jurisdiction over Option One; and Option One 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 Option One's ability to
     perform or meet any of its obligations under this Agreement.

          (iv) Option One is an approved servicer of mortgage loans for Fannie
     Mae and is an approved servicer of mortgage loans for Freddie Mac.

          (v) No litigation is pending or, to the best of Option One's
     knowledge, threatened, against Option One that would materially and
     adversely affect the execution, delivery or enforceability of this
     Agreement or the ability of Option One to service the Mortgage Loans or to
     perform any of its other obligations under this Agreement in accordance
     with the terms hereof.

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

          (vii) Option One has fully furnished and will fully furnish (for the
     period it serviced the Mortgage Loans), in accordance with the Fair Credit
     Reporting Act and its implementing regulations, accurate and complete
     information (e.g., favorable and unfavorable) on its borrower credit files
     to Equifax, Experian and Trans Union Credit Information Company on a
     monthly basis.

          (e) The Securities Administrator hereby represents and warrants to the
Depositor, the Servicers and the Trustee as of the date hereof:


                                       82

<PAGE>

          (i) The Securities Administrator is duly organized and is validly
     existing as a national banking association and is duly authorized and
     qualified to transact any and all business contemplated by this Agreement
     to be conducted by the Securities Administrator

          (ii) The Securities Administrator 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 the part of the Securities
     Administrator 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 a legal, valid and binding
     obligation of the Securities Administrator, enforceable against the
     Securities Administrator 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 hereunder may be
     brought.

          (iii) The execution and delivery of this Agreement by the Securities
     Administrator, the consummation of any other of the transactions
     contemplated by this Agreement, and the fulfillment of or compliance with
     the terms hereof are in the ordinary course of business of the Securities
     Administrator and will not (A) result in a material breach of any term or
     provision of the charter or by-laws of the Securities Administrator 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 the Securities
     Administrator is a party or by which it may be bound, or (C) constitute a
     material violation of any statute, order or regulation applicable to the
     Securities Administrator of any court, regulatory body, administrative
     agency or governmental body having jurisdiction over the Securities
     Administrator; and the Securities Administrator 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 the
     Securities Administrator's ability to perform or meet any of its
     obligations under this Agreement.

          (iv) No litigation is pending or, to the best of the Securities
     Administrator's knowledge, threatened, against the Securities Administrator
     that would materially and adversely affect the execution, delivery or
     enforceability of this Agreement or the ability of the Securities
     Administrator 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 the execution, delivery and
     performance by the Securities Administrator of, or compliance by the
     Securities Administrator with, this Agreement or the consummation of the
     transactions contemplated hereby, or if any such consent, approval,
     authorization or order is required, the Securities Administrator has
     obtained the same.

          SECTION 2.05. Substitutions and Repurchases of Mortgage Loans that are
not "Qualified Mortgages"


                                       83

<PAGE>

     Upon discovery by the Depositor, the Master Servicer, the Securities
Administrator, any Servicer or the Trustee that any Mortgage Loan does not
constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of
the Code, the party discovering such fact shall promptly (and in any event
within five (5) Business Days of discovery) give written notice thereof to the
other parties. In connection therewith, the Depositor shall, at the Depositor's
option, either (i) substitute, if the conditions in Section 2.03(c) with respect
to substitutions are satisfied, a Replacement Mortgage Loan for the affected
Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within ninety (90)
days of such discovery in the same manner as it would a Mortgage Loan for a
breach of representation or warranty contained in Section 2.03. The Trustee, or
any Custodian on its behalf upon the written direction of the Depositor, shall
reconvey to the Depositor the Mortgage Loan to be released pursuant hereto in
the same manner, and on the same terms and conditions, as it would a Mortgage
Loan repurchased for breach of a representation or warranty contained in Section
2.03.

          SECTION 2.06. Authentication and Delivery of Certificates

     The Trustee acknowledges the transfer and assignment to it of the Trust
Fund and, concurrently with such transfer and assignment, the Securities
Administrator has caused to be authenticated and delivered to or upon the order
of the Depositor, in exchange for the Mortgage Loans, Certificates duly
authenticated by the Authenticating Agent in authorized denominations evidencing
ownership of the entire Trust Fund. The Trustee agrees to hold the Trust Fund
and exercise the rights referred to above for the benefit of all present and
future Holders of the Certificates and to perform its duties set forth in this
Agreement in accordance with the provisions hereof.

          SECTION 2.07. REMIC Elections

          (a) The Depositor hereby instructs and authorizes the Securities
Administrator on behalf of the Trustee to make an appropriate election to treat
each of the Upper Tier REMIC, the Lower Tier REMIC and the SWAP REMIC as a
REMIC. The Trustee, upon written direction of the Securities Administrator,
shall sign the returns providing for such elections and such other tax or
information returns that are required to be signed by the Trustee under
applicable law. This Agreement shall be construed so as to carry out the
intention of the parties that each of the Upper Tier REMIC, the Lower Tier REMIC
and the SWAP REMIC be treated as a REMIC at all times prior to the date on which
the Trust Fund is terminated.

          (b) The Preliminary Statement sets forth the designations and "latest
possible maturity date" for federal income tax purposes of all interests created
hereby. The "Startup Day" for purposes of the REMIC Provisions shall be the
Closing Date. Each REMIC's fiscal year shall be the calendar year.

     The SWAP REMIC shall consist of all of the assets of the Trust Fund, other
than (i) amounts distributable to the Class P Certificates pursuant to Section
4.04(b)(i) hereof, (ii) the interests issued by the SWAP REMIC and the interests
issued by the Lower Tier REMIC, (iii) the Grantor Trusts described in Section
2.07 hereof, (iv) each Corridor Contract and the Corridor Contract Account and
(v) the Swap Agreement, the Cap Contract and the Supplemental Interest Trust.
The SWAP REMIC shall issue the SWAP REMIC Regular Interests, which shall be
designated as regular interests of such REMIC, and shall issue the Class SWR
Interest, which shall be designated as the sole class of residual interest in
the SWAP REMIC. Each of the SWAP REMIC Regular Interests shall have the
characteristics set forth in the Preliminary Statement and this Section 2.07.


                                       84

<PAGE>

     The Lower Tier REMIC shall consist of the SWAP REMIC Regular Interests. The
Lower Tier REMIC shall issue the Lower Tier REMIC Regular Interests, which shall
be designated as regular interests of such REMIC and shall issue the Class LTR
Interest, which shall be designated as the sole class of residual interest in
the Lower Tier REMIC. Each of the Lower Tier REMIC Regular Interests shall have
the characteristics set forth in its definition and the Preliminary Statement.

     The assets of the Upper Tier REMIC shall be the Lower Tier REMIC Regular
Interests. The REMIC Regular Interests shall be designated as the regular
interests in the Upper Tier REMIC and the Residual Interest shall be designated
as the sole class of residual interest in the Upper Tier REMIC. For federal
income tax purposes, the pass-through rate on each REMIC Regular Interest (other
than the Uncertificated Class C Interest and the Class UT-IO Interest) and on
the sole class of residual interest in the Upper Tier REMIC shall be subject to
a cap equal to the Upper Tier REMIC Net WAC Cap.

     The beneficial ownership of the Class SWR Interest, the Class LTR Interest
and the Residual Interest shall be represented by the Class R Certificate. The
Class SWR Interest and the Class LTR Interest shall not have a principal balance
or bear interest.

          (c) The "tax matters person" with respect to each REMIC for purposes
of the REMIC Provisions shall be the beneficial owner of the Class R
Certificate; provided, however, that the Holder of the Class R Certificate, by
its acceptance thereof, irrevocably appoints the Securities Administrator as its
agent and attorney-in-fact to act as "tax matters person" with respect to each
such REMIC for purposes of the REMIC Provisions. If there is more than one
beneficial owner of the Class R Certificate, the "tax matters person" shall be
the Person with the greatest percentage interest in the Class R Certificate and,
if there is more than one such Person, shall be determined under Treasury
regulation Section 1.860F-4(d) and Treasury regulation Section 301.6231(a)(7)-1.

          (d) (i) It is intended that the rights of each Class of the Class A,
Class M and Class B Certificates to receive payments in respect of Excess
Interest shall be treated as a right in interest rate cap contracts written by
the Class C Certificateholders in favor of the holders of each Class of the
Class A, Class M and Class B Certificates and such shall be accounted for as
property held separate and apart from the regular interests in the Upper Tier
REMIC held by the holders of the Class A Certificates (other than the Class R
Certificate), Class M Certificates, Class B Certificates and the residual
interest in the Upper Tier REMIC held by the holder of the Class R Certificate.
For information reporting requirements, the rights of the Class A, Class M and
Class B Certificates to receive payments in respect of Excess Interest shall be
assumed to have zero or a de minimis value. This provision is intended to
satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the
treatment of property rights coupled with REMIC interests to be separately
respected and shall be interpreted consistently with such regulation. On each
Distribution Date, to the extent that any of the Class A, Class M and Class B
Certificates receive payments in respect of Excess Interest, such amounts, to
the extent not derived from payments on the Corridor Contracts, the Cap Contract
or the Swap Agreement, will be treated as distributed by the Upper Tier REMIC to
the Class C Certificates pro rata in payment of the amounts specified in Section
4.04(g) and then paid to the relevant Class of Certificates pursuant to the
related interest rate cap agreement.

          (ii) It is intended that the beneficial owners of the Certificates
(other than the Class P and Class C Certificates) shall be treated as having
entered into a notional principal contract with respect to the beneficial owners
of the Class C Certificates. Pursuant to each such notional principal contract,
all beneficial owners of each Class of Certificates (other than the Class P and
Class C Certificates) shall be


                                       85

<PAGE>

treated as having agreed to pay, on each Distribution Date, to the beneficial
owners of the Class C Certificates an aggregate amount equal to the excess, if
any, of (i) the amount payable on such Distribution Date on the Corresponding
REMIC Regular Interest of such Class of Certificates over (ii) the amount
payable on such Class of Certificates on such Distribution Date (such excess, a
"Class Payment Shortfall"). A Class Payment Shortfall shall be allocated to each
Class of Certificates to the extent that interest accrued on such Class for the
related Accrual Period at the Pass-Through Rate for a Class, computed by
substituting "Upper Tier REMIC Net WAC Cap" for the Available Funds Cap set
forth in the definition thereof, exceeds the amount of interest accrued on such
Certificate at the Pass-Through Rate (without such substitution) for the related
Accrual Period, and a Class Payment Shortfall payable from principal collections
shall be allocated to the most subordinate Class of Certificates with an
outstanding principal balance to the extent of such balance.

          (e) The parties intend that the portion of the Trust Fund consisting
of the Uncertificated Class C Interest, the uncertificated Class UT-IO Interest,
the rights to receive payments deemed made by the Class A, Class M and Class B
Certificates in respect of notional principal contracts described in Section
2.07(d)(ii), the Corridor Contract Account, the Corridor Contracts, the
Supplemental Interest Trust which holds the Swap Agreement and the Cap Contract,
and the obligation of the holders of the Class C Certificates to pay amounts in
respect of Excess Interest to the holders of the Class A, Class M and Class B
Certificates shall be treated as a "grantor trust" under the Code, for the
benefit of the holders of the Class C 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 C Certificates information regarding their
allocable share, if any, of the income with respect to such grantor trust, (ii)
file or cause to be filed with the Internal Revenue Service Form 1041 (together
with any necessary attachments) and such other forms as may be applicable, (iii)
comply with such information reporting obligations with respect to payments from
such grantor trust to the holders of Class A, Class M, Class B and Class C
Certificates as may be applicable under the Code and (iv) provide, upon applying
for and receiving the tax identification number for the grantor trust from the
IRS, a properly completed Form W-9 on behalf of such grantor trust to the Swap
Counterparty and Cap Contract Counterparty.

          (f) The parties intend that the portion of the Trust Fund consisting
of the right to receive amounts distributable to the Class P Certificates
pursuant to Section 4.04(b)(i) hereof 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 Form 1041
(together with any necessary attachments) and such other forms as may be
applicable.

          (g) The parties intend that amounts paid to the Swap Counterparty
under the Swap Agreement shall be deemed for federal income tax purposes to be
paid by the Class C Certificates first, out of funds deemed received in respect
of the Class UT-IO Interest, second, out of funds deemed received in respect of
the Uncertificated Class C Interest and third, out of funds deemed received in
respect of notional principal contracts described in Section 2.07(d)(ii), and
the provisions hereof shall be interpreted consistently with this intention. On
each Distribution Date, to the extent that amounts paid to the Swap Counterparty
are deemed paid out of funds received in respect of the Uncertificated Class C
Interest, such amounts will be treated as distributed by the Upper Tier REMIC to
the Class C Certificates


                                       86

<PAGE>

pro rata in payment of the amounts specified in Section 4.04(g) and then paid to
the Swap Counterparty pursuant to the Swap Agreement.

     The Supplemental Interest Trust shall be an "outside reserve fund" for
federal income tax purposes and not an asset of any REMIC. Furthermore, the
Holders of the Class C Certificates shall be the beneficial owners of the
Supplemental Interest Trust for all federal income tax purposes, and shall be
taxable on all income earned thereon.

          (h) All payments of principal and interest at the Net Mortgage Rate on
each of the Mortgage Loans (other than amounts distributable to the Class P
Certificates pursuant to Section 4.04(b)(i) hereof) received by the SWAP REMIC
with respect to the Mortgage Loans shall be paid to the SWAP REMIC Regular
Interests until the principal balance of all such interests have been reduced to
zero and any losses allocated to such interests have been reimbursed. Any
available funds remaining in the SWAP REMIC on a Distribution Date after
distributions to the SWAP REMIC Regular Interests shall be distributed to the
Class R Certificates on account of the Class SWR Interest. On each Distribution
Date, the Securities Administrator shall distribute the aggregate Interest Funds
(net of expenses (other than any Net Swap Payment or Swap Termination Payment
made to the Swap Counterparty) and payments to the Class P Certificates) with
respect to each of the SWAP REMIC Regular Interests based on the interest rates
for each such SWAP REMIC Regular Interest. On each Distribution Date, the
Securities Administrator shall distribute the aggregate Principal Funds with
respect to the Group One Mortgage Loans first to the Class 1-SW1 Interest until
its principal balance is reduced to zero and then sequentially to each of the
other SWAP REMIC Regular Interests beginning with designation "1" in ascending
order of their numerical class designation, in equal amounts to each such class
in such numerical designation, until the principal balance of each such class is
reduced to zero. All losses with respect to the Group One Mortgage Loans shall
be allocated among the SWAP REMIC Regular Interests beginning with the
designation "1" in the same manner that principal distributions are allocated.
On each Distribution Date, the Securities Administrator shall distribute the
aggregate Principal Funds with respect to the Group Two Mortgage Loans first to
the Class 2-SW2 Interest until its principal balance is reduced to zero and then
sequentially to each of the other SWAP REMIC Regular Interests beginning with
designation "2" in ascending order of their numerical class designation, in
equal amounts to each such class in such numerical designation, until the
principal balance of each such class is reduced to zero. All losses with respect
to the Group Two Mortgage Loans shall be allocated among the SWAP REMIC Regular
Interests beginning with the designation "2" in the same manner that principal
distributions are allocated. Subsequent Recoveries with respect to the Group One
and Group Two Mortgage Loans shall be allocated in the reverse fashion from the
manner in which losses are allocated.

     All payments received by the Lower Tier REMIC with respect to the SWAP
REMIC Regular Interests shall be paid to the Lower Tier REMIC Regular Interests
until the principal balance of all such interests have been reduced to zero and
any losses allocated to such interests have been reimbursed. Any excess amounts
shall be distributed to the Class LTR Interest. On each Distribution Date,
payments and losses shall be allocated among the Lower Tier REMIC Regular
Interests so that (i) each of the Lower Tier REMIC I Marker Interests shall have
a principal balance equal to 25% of the principal balance of the Corresponding
Certificates, (ii) the Class LTIX Interest has a principal balance equal to the
excess of (x) 50% of the remaining principal balance of the Mortgage Loans over
(y) the aggregate principal balance of the Lower Tier REMIC I Marker Interests
(if necessary to reflect an increase in overcollateralization, accrued and
unpaid interest on the Class LTIX interest may be added to its principal amount
to achieve this result) and (iii) the aggregate principal amount of the Class
LTII1A Interest, Class LTII1B Interest, Class LTII2A Interest, Class LTII2B
Interest and the Class LTIIX Interest shall equal 50% of the


                                       87

<PAGE>

remaining principal balance of the Mortgage Loans. Distributions and losses
allocated to the Lower Tier REMIC Regular Interests described in clause (iii) of
the preceding sentence will be allocated among such Lower Tier REMIC Regular
Interests in the following manner: (x) such distributions shall be deemed made
to such Lower Tier REMIC Regular Interests first, so as to keep the principal
balance of the each such Lower Tier REMIC Regular Interest with "B" at the end
of its designation equal to 0.05% of the aggregate scheduled principal balance
of the Mortgage Loans in the related Mortgage Group and second, to such Lower
Tier REMIC Regular Interests with "A" at the end of its designation so that the
uncertificated principal balance of each such Lower Tier REMIC Regular Interest
is equal to 0.05% of the excess of (I) the aggregate scheduled principal balance
of the Mortgage Loans in the related Mortgage Group over (II) the aggregate
principal balance of Certificate Group One, in the case of the Class LTII1A
Interest, or Certificate Group Two, in the case of the Class LTII2A Interest
(except that if 0.05% of any such excess is greater than the principal amount of
the related Lower Tier REMIC II Marker Interest with "A" at the end of its
designation, the least amount of principal shall be distributed to each Lower
Tier REMIC II Marker Interest with "A" at the end of its designation such that
the Lower Tier REMIC Subordinated Balance Ratio is maintained) and finally, any
remaining distributions of principal to the Class LTIIX Interest and (y) such
losses shall be allocated among the Lower Tier REMIC Regular Interests described
in clause (iii) of the preceding sentence first, so as to keep the principal
balance of the each such Lower Tier REMIC Regular Interest with "B" at the end
of its designation equal to 0.05% of the aggregate scheduled principal balance
of the Mortgage Loans in the related Mortgage Group; second, to such Lower Tier
REMIC Regular Interests with "A" at the end of its designation so that the
uncertificated principal balance of each such Lower Tier REMIC Regular Interest
is equal to 0.05% of the excess of (I) the aggregate scheduled principal balance
of the Mortgage Loans in the related Mortgage Group over (II) the aggregate
principal balance of Certificate Group One, in the case of the Class LTII1A
Interest, or Certificate Group Two, in the case of the Class LTII2A Interest
(except that if 0.05% of any such excess is greater than the principal amount of
the related Lower Tier REMIC II Marker Interest with "A" at the end of its
designation, the least amount of losses shall be allocated to each Lower REMIC
II Marker Interest with "A" at the end of its designation such that the Lower
Tier REMIC Subordinated Balance Ratio is maintained) and finally, any remaining
losses to the Class LTIIX Interest. Notwithstanding the preceding two sentences,
however, losses not allocated to any Class of Certificates will not be allocated
to any Lower Tier REMIC Regular Interests. All computations with respect to the
Lower Tier REMIC Regular Interests shall be taken out to ten decimal places.

     Any available funds remaining in the Lower Tier REMIC on a Distribution
Date after distributions to the Lower Tier REMIC Regular Interests shall be
distributed to the Class R Certificates in respect of the Class LTR Interest.

     If on any Distribution Date the Certificate Principal Balance of any Class
of Certificates is increased pursuant to the last sentence of the definition of
"Certificate Principal Balance", then there shall be an equivalent increase in
the principal amounts of the Lower Tier REMIC Regular Interests, with such
increase allocated (before the making of distributions and the allocation of
losses on the Lower Tier REMIC Regular Interests on such Distribution Date)
among the Lower Tier REMIC Regular Interests so that, to the greatest extent
possible, (i) each of the Lower Tier REMIC I Marker Interests has a principal
balance equal to 25% of the principal balance of the Corresponding Certificates,
(ii) the Class LTIX Interest has a principal balance equal to the excess of (x)
50% of the remaining principal balance of the Mortgage Loans over (y) the
aggregate principal balance of the Lower Tier REMIC I Marker Interests and (iii)
the aggregate principal amount of the Lower Tier REMIC II Marker Interests and
the Class LTIIX Interest shall equal 50% of the remaining principal balance of
the Mortgage Loans. Allocations in connection with clause (iii) shall be made so
that, to the greatest extent possible, (a) the principal balance


                                       88

<PAGE>

of each Lower Tier REMIC II Marker Interest with "B" at the end of its
designation equals 0.05% of the aggregate scheduled principal balance of the
Mortgage Loans in related Mortgage Group, (b) the principal balance of each
Lower Tier REMIC II Marker Interest with "A" at the end of its designation
equals 0.05% of the excess of (x) the aggregate scheduled principal balance of
the Mortgage Loans in related Mortgage Group over (y) the aggregate principal
balance of Certificate Group One in the case of the Class LTII1A Interest, or
Certificate Group Two in the case of the Class LTII2A Interest and (c) any
remaining allocations are made to the Class LTIIX Interest.

          (i) In the event that any REMIC provided for herein 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 any Servicer of its duties
and obligations set forth herein, the related Servicer shall indemnify the NIMs
Insurer, the Trustee, the Master Servicer, the Securities Administrator and the
Issuing Entity against any and all Losses resulting from such negligence;
provided, however, that the related Servicer shall not be liable for any such
Losses attributable to the action or inaction of any other Servicer, the
Trustee, the Master Servicer, the Securities Administrator, the Depositor or the
Holder of the residual interest in such REMIC, as applicable, nor for any such
Losses resulting from misinformation provided by the Holder of the residual
interest in such REMIC on which the related Servicer has relied. The foregoing
shall not be deemed to limit or restrict the rights and remedies of the Holder
of the residual interest in such REMIC now or hereafter existing at law or in
equity. Notwithstanding the foregoing, however, in no event shall the related
Servicer 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, (2) for any Losses other
than those arising out of a negligent performance by the related Servicer of its
duties and obligations set forth herein, and (3) for any special or
consequential damages to Certificateholders (in addition to payment of principal
and interest on the Certificates).

          (j) In the event that any REMIC provided for herein 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 NIMs Insurer, the Trustee and the Issuing
Entity against any and all 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 Master Servicer, the
Servicers, the Trustee, the Depositor or the Holder of the residual interest in
such REMIC, as applicable, nor for any such Losses resulting from misinformation
provided by the Holder of the residual interest in such REMIC on which the
Securities Administrator has relied. The foregoing shall not be deemed to limit
or restrict the rights and remedies of the Holder of the residual interest in
such REMIC now or hereafter existing at law or in equity. Notwithstanding the
foregoing, however, in no event shall 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, (2) for any Losses other than those arising out of a
negligent performance by the Securities Administrator of its duties and
obligations set forth herein, and (3) for any special or consequential damages
to Certificateholders (in addition to payment of principal and interest on the
Certificates).

          SECTION 2.08. Covenants of the Servicers


                                       89

<PAGE>

     Each Servicer hereby covenants to each of the other parties to this
Agreement that such Servicer shall comply in the performance of its obligations
under this Agreement with all reasonable rules and requirements of the insurer
under each Required Insurance Policy.

          SECTION 2.09. Permitted Activities of the Issuing Entity

     The Issuing Entity is created for the object and purpose of engaging in the
Permitted Activities. In furtherance of the foregoing, the Securities
Administrator is hereby authorized and directed to execute and deliver on behalf
of the Issuing Entity, and to perform the duties and obligations of the Issuing
Entity under, the Corridor Contracts, an insurance and indemnity agreement with
a NIMs Insurer and any other agreement or instrument related thereto, in each
case in such form as the Depositor shall direct or shall approve, the execution
and delivery of any such agreement by the Depositor to be conclusive evidence of
its approval thereof. In addition, the Supplemental Interest Trust Trustee is
hereby authorized and directed to execute and deliver, on behalf of the
Supplemental Interest Trust, the Cap Contract and the Swap Agreement, and to
execute and deliver on behalf of the Issuing Entity, and to perform the duties
and obligations of the Supplemental Interest Trust under any agreement or
instrument related to the Cap Contract and the Swap Agreement, in each case in
such form as the Depositor shall direct or shall approve in writing, the
execution and delivery of any such agreement by the Depositor to be conclusive
evidence of its approval thereof.

          SECTION 2.10. Qualifying Special Purpose Entity

     For purposes of SFAS 140, the parties hereto intend that the Issuing Entity
shall be treated as a "qualifying special purpose entity" as such term is used
in SFAS 140 and any successor rule thereto and its power and authority as stated
in Section 2.09 of this Agreement shall be limited in accordance with paragraph
35 or SFAS 140.

          SECTION 2.11. Depositor Notification of NIM Notes

     The Depositor shall notify the Servicers, the Master Servicer, the
Securities Administrator and the Trustee in writing when NIM Notes are issued
and of the identity of the NIMs Insurer, if applicable, and when all previously
issued NIM Notes are no longer outstanding.

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

          SECTION 3.01. Servicers to Service Mortgage Loans

     For and on behalf of the Certificateholders, the Servicers shall service
and administer the related Mortgage Loans in accordance with the Accepted
Servicing Practices. In connection with such servicing and administration, the
Servicers shall have full power and authority, acting alone and/or through
subservicers as provided in Section 3.02 hereof, to do or cause to be done any
and all things that it may deem necessary or desirable in connection with such
servicing and administration, including but not limited to, the power and
authority, subject to the terms hereof (i) to execute and deliver, on behalf of
the


                                       90

<PAGE>

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 (but only
in the manner provided in this Agreement), (iii) to collect any Insurance
Proceeds and other Liquidation Proceeds and (iv) subject to Section 3.12(a), to
effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan; provided that, subject to Section 6.03, the
Servicers shall not take any action that is inconsistent with or prejudices the
interests of the Issuing Entity or the Certificateholders in any Mortgage Loan
serviced by it under this Agreement or the rights and interests of the other
parties to this Agreement except as otherwise required by this Agreement or by
law. Notwithstanding anything in this Agreement to the contrary, the Servicers
shall not make or permit any modification, waiver or amendment of any term of
any Mortgage Loan which would cause any of the REMICs provided for herein to
fail to qualify as a REMIC or result in the imposition of any tax under Section
860G(a) or 860G(d) of the Code. The Servicers shall represent and protect the
interest of the Trust Fund in the same manner as it currently protects its own
interest in mortgage loans in its own portfolio in any claim, proceeding or
litigation regarding a Mortgage Loan, but in any case not in any manner that is
a lesser standard than that provided in the first sentence of this Section 3.01.
Without limiting the generality of the foregoing, each Servicer, in its own name
or in the name of the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when such Servicer believes it
appropriate in its reasonable judgment, to execute and deliver, on behalf of the
Trustee, the Depositor, the Certificateholders or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, subordinations and all other comparable instruments, with respect to
the Mortgage Loans, and with respect to the Mortgaged Properties held for the
benefit of the Certificateholders. Each Servicers shall prepare and deliver to
the Depositor, the Securities Administrator and/or the Trustee such documents
requiring execution and delivery by any or all of them as are necessary or
appropriate to enable such Servicer to service and administer the Mortgage
Loans, to the extent that such Servicer is not permitted to execute and deliver
such documents pursuant to the preceding sentence. Upon receipt of such
documents, the Depositor, the Securities Administrator and/or the Trustee shall
execute such documents and deliver them to such Servicer. For purposes of this
Section 3.01, the Trustee hereby grants to each Servicer a limited power of
attorney to execute and file any and all documents necessary to fulfill the
obligations of each Servicer under this Section 3.01.

     Upon request of a Servicer, the Trustee shall furnish such Servicer with
any powers of attorney and other documents in form as provided to it necessary
or appropriate to enable such Servicer to service and administer the Mortgage
Loans. The Trustee shall not be responsible for and the Servicer shall indemnify
the Trustee for any action taken by the Servicer pursuant to the application of
any power of attorney to the extent indemnification by such Servicer is required
by Section 3.25 and provided that such Servicer shall have no obligation to
indemnify the Trustee for such action to the extent such action was taken
pursuant to and in accordance with specific written instructions from the
Trustee, which instructions are not based on such Servicer's recommendations or
proposals. Notwithstanding anything contained herein to the contrary, no
Servicer shall without the Trustee's written consent, hire or procure counsel to
represent the Trustee without indicating its representative capacity.

     To the extent that a first lien Mortgage does not provide for escrow
payments, (i) the related Servicer shall determine whether any such payments are
made by the Mortgagor in a manner and at a time that is necessary to avoid the
loss of the Mortgaged Property due to a tax sale or to foreclosure as a result
of a tax lien and (ii) such Servicer shall ensure that all insurance required to
be maintained on the Mortgaged Property pursuant to this Agreement is
maintained. If any such payment has not been made and the related Servicer
receives notice of a tax lien being imposed with respect to such Mortgage Loan,


                                       91

<PAGE>

such Servicer will, to the extent required to avoid loss of the Mortgaged
Property, advance or cause to be advanced funds necessary to discharge such lien
on the Mortgaged Property unless such Servicer believes that such Advance will
be a Non-Recoverable Advance.

     The Servicers shall not be required to make any Advance or Servicing
Advance with respect to a Mortgage Loan that is 150 days or more delinquent.

     The Servicers, the Master Servicer and the Securities Administrator shall
have at least 30 days' notice of the appointment of a NIMs Insurer prior to
being required to deliver any notices pursuant to this Agreement to such NIMs
Insurer.

     The Servicers and the Securities Administrator shall have at least 10 days'
notice of the issuance of any NIM Notes.

     The Servicers shall deliver a list of Servicing Officers to the Master
Servicer and the Trustee by the Closing Date.

     The Servicers will transmit full-file credit reporting data for each
Mortgage Loan pursuant to Fannie Mae Guide Announcement 97-02 and for each
Mortgage Loan, each Servicer agrees that it shall report one of the following
statuses each month as follows: current, delinquent (30-, 60-, 90-days, etc.),
foreclosed or charged-off except as is otherwise appropriate for prevention or
resolution of disputes with mortgagors.

     Each Servicer is further authorized and empowered by the Trustee, on behalf
of the Certificateholders and the Trustee, in its own name or in the name of the
Sub-Servicer, when such Servicer or the Sub-Servicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage Loan on
the MERS System, or cause the removal from the registration of any Mortgage Loan
on the MERS System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses incurred in connection with the
actions described in the preceding sentence or as a result of MERS discontinuing
or becoming unable to continue operations in connection with the MERS System,
shall be subject to withdrawal by the related Servicer from the related
Collection Account (provided that such expenses constitute "unanticipated
expenses" within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)).

     With respect to any Mortgage Loan, the related Servicer may consent to the
refinancing of the prior senior lien relating to such Mortgage Loan, provided
that the following requirements are met:

          (a) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan
is no higher than the Combined Loan-to-Value Ratio prior to such refinancing;

          (b) the interest rate for the loan evidencing the refinanced senior
lien is no more than 2.0% higher than the interest rate on the loan evidencing
the existing senior lien immediately prior to the date of such refinancing; and

          (c) the loan evidencing the refinanced senior lien is not subject to
negative amortization;


                                       92

<PAGE>

provided, however, the above requirements shall not be applicable if the
Mortgage Loan is in default or, in the judgment of the related Servicer, such
default is reasonably foreseeable.

     In connection with any modification pursuant to this Section and to the
extent there are any unreimbursed Advances or Servicing Advances with respect to
the related Mortgage Loan, the related Servicer shall reimburse itself for such
amounts from the Collection Account.

          SECTION 3.02. Servicing and Subservicing; Enforcement of the
Obligations of the Servicers

          (a) Each Servicer may arrange for the subservicing of any Mortgage
Loan by a subservicer, which may be an Affiliate, pursuant to a subservicing
agreement (each, a "Subservicing Agreement"); provided, however, that (i) such
subservicing arrangement and the terms of the related Subservicing Agreement
must provide for the servicing of such Mortgage Loans in a manner consistent
with the servicing arrangements contemplated hereunder, (ii) that such agreement
would not result in a withdrawal or downgrading by any Rating Agency of the
ratings of any Certificates or any of the NIM Notes evidenced by a letter to
that effect delivered by each Rating Agency to the Depositor and the NIMs
Insurer and (iii) the NIMs Insurer shall have consented to such Subservicing
Agreement, which consent shall not be unreasonably withheld. Notwithstanding the
provisions of any Subservicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between a Servicer and a
subservicer or reference to actions taken through a subservicer or otherwise,
such Servicer shall remain obligated and liable to the Depositor, the Securities
Administrator, the Master Servicer, the Trustee and the Certificateholders for
the servicing and administration of the Mortgage Loans in accordance with the
provisions of this Agreement without diminution of such obligation or liability
by virtue of such Subservicing Agreements or arrangements or by virtue of
indemnification from the subservicer and to the same extent and under the same
terms and conditions as if such Servicer alone were servicing and administering
the Mortgage Loans. Every Subservicing Agreement entered into by any Servicer
shall contain a provision giving any successor servicer (including for the
avoidance of doubt the Master Servicer as successor servicer) the option to
terminate such agreement, with the consent of the NIMs Insurer (which consent
shall not be unreasonably withheld), in the event a successor servicer is
appointed. All actions of each subservicer performed pursuant to the related
Subservicing Agreement shall be performed as an agent of the related Servicer
with the same force and effect as if performed directly by such Servicer. The
Servicers shall deliver to the NIMs Insurer and the Master Servicer copies of
all Subservicing Agreements. The Trustee, the Master Servicer and the Securities
Administrator shall have no obligations, duties or liabilities with respect to a
subservicer, including, without limitation, any obligation, duty or liability to
monitor such subservicer or to pay a subservicer's fees and expenses.

          (b) For purposes of this Agreement, the Servicers shall be deemed to
have received any collections, recoveries or payments with respect to the
related Mortgage Loans that are received by a subservicer regardless of whether
such payments are remitted by the subservicer to the related Servicer.

          (c) Each Servicer shall not permit a Subservicer to perform any
servicing responsibilities hereunder with respect to the Mortgage Loans unless
that Subservicer first agrees in writing with the related Servicer to deliver an
Assessment of Compliance and an Accountant's Attestation in such manner and at
such times that permits that related Servicer to comply with Section 3.17 of
this Agreement.


                                       93

<PAGE>

          SECTION 3.03. Rights of the Depositor, the Securities Administrator,
the Master Servicer and the Trustee in Respect of the Servicers

     None of the Securities Administrator, the Master Servicer, the Trustee or
the Depositor shall have any responsibility or liability for any action or
failure to act by the Servicers, and none of them is obligated to supervise the
performance of the Servicers hereunder or otherwise except with respect to the
Master Servicer, as otherwise expressly provided herein.

          SECTION 3.04. Master Servicer to Act as Servicer

     Subject to Sections 6.04, 7.02 and 11.02, in the event that any Servicer
shall for any reason no longer be a servicer hereunder (including by reason of
an Event of Default), the Master Servicer or its designee shall, within a period
of time not to exceed ninety (90) days from the date of notice of termination or
resignation, thereupon assume all of the rights and obligations of such Servicer
hereunder arising thereafter (except that the Master Servicer shall not be (i)
liable for losses arising out of any acts or omissions of the predecessor
servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it
is prohibited from doing so by applicable law, (iii) obligated to effectuate
repurchases or substitutions of Mortgage Loans hereunder, including pursuant to
Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicers
pursuant to Section 2.03 or (v) deemed to have made any representations and
warranties hereunder, including pursuant to Section 2.04 or the first paragraph
of Section 6.02 hereof; provided, however that the Master Servicer (subject to
clause (ii) above) or its designee, in its capacity as the successor servicer,
shall immediately assume the terminated or resigning Servicer's obligation to
make Advances and Servicing Advances that it deems recoverable). No such
termination or resignation shall affect any obligation of the related Servicer
to pay amounts owed under this Agreement and to perform its duties under this
Agreement until its successor assumes all of its rights and obligations
hereunder. If a Servicer shall for any reason no longer be a servicer (including
by reason of any Event of Default), the Master Servicer (or any other successor
servicer) may, at its option, succeed to any rights and obligations of the
related Servicer under any subservicing agreement in accordance with the terms
thereof; provided, however, that the Master Servicer (or any other successor
servicer) shall not incur any liability or have any obligations in its capacity
as a servicer under a subservicing agreement arising prior to the date of such
succession unless it expressly elects to succeed to the rights and obligations
of the related Servicer thereunder; and such Servicer shall not thereby be
relieved of any liability or obligations under the subservicing agreement
arising prior to the date of such succession. To the extent any costs or
expenses, including without limitation, Servicing Transfer Costs incurred by the
Master Servicer in connection with this Section 3.04, Section 7.02 or Section
11.02, are not paid by the related Servicer pursuant to this Agreement within 30
days of the date of the Master Servicer's invoice thereof, such amounts shall be
payable out of the Certificate Account; provided that if the related Servicer
has been terminated by reason of an Event of Default, the terminated servicer
shall reimburse the Issuing Entity for any such expense incurred by the Issuing
Entity upon receipt of a reasonably detailed invoice evidencing such expenses.
If the Master Servicer is unwilling or unable to act as a servicer, the Master
Servicer shall seek to appoint a successor servicer that is eligible in
accordance with the criteria specified in this Agreement and reasonably
acceptable to the NIMs Insurer.

     The Servicers shall, upon request of the Master Servicer, but at the
expense of the related Servicer if such Servicer has been terminated by reason
of an Event of Default, deliver to the assuming party all documents and records
relating to each subservicing agreement and the Mortgage Loans then being
serviced and otherwise use its best efforts to effect the orderly and efficient
transfer of the subservicing agreement to the assuming party.


                                       94

<PAGE>


     Notwithstanding anything to the contrary above, the Trustee, the Master
Servicer, the Securities Administrator, the Depositor and the NIMs Insurer
hereby agree that within 10 Business Days of delivery to the Securities
Administrator, the Trustee and the Master Servicer by the Servicing Rights
Pledgee of a letter signed by the related Servicer whereby such Servicer shall
resign as a Servicer under this Agreement, the Servicing Rights Pledgee or its
designee shall be appointed as successor servicer (provided that at the time of
such appointment the Servicing Rights Pledgee meets the requirements of a
successor servicer set forth in Section 7.02 of this Agreement, and for the
purpose hereof, it is agreed that the consent and approval of the Trustee, the
Master Servicer, the Securities Administrator, the Depositor and the NIMs
Insurer shall be deemed to have been given to the Servicing Rights Pledgee or
its designee, and the Servicing Rights Pledgee or its designee are hereby agreed
to be acceptable to the Trustee, the Master Servicer, the Securities
Administrator, the Depositor and the NIMs Insurer or such designee) and the
Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

          SECTION 3.05. Collection of Mortgage Loan Payments; Collection
Accounts; Master Servicer Collection Account; Certificate Account

          (a) The Servicers shall make reasonable efforts in accordance with
Accepted Servicing Practices to collect all payments called for under the terms
and provisions of the Mortgage Loans to the extent such procedures shall be
consistent with this Agreement and the terms and provisions of any related
Required Insurance Policy. Consistent with the foregoing, each Servicer may in
its discretion (i) waive any late payment charge or, if applicable, any default
interest charge, or (ii) subject to Section 3.01, extend the due dates for
payments due on a Mortgage Note for a period not greater than 180 days;
provided, however, that any extension pursuant to clause (ii) above shall not
affect the amortization schedule of any Mortgage Loan for purposes of any
computation hereunder, except as provided below; provided, further, that the
NIMs Insurer's prior written consent shall be required for any modification,
waiver or amendment after the Cut-off Date if the aggregate number of
outstanding Mortgage Loans which have been modified, waived or amended exceeds
5% of the number of Mortgage Loans as of the Cut-Off Date. In the event of any
such arrangement pursuant to clause (ii) above, subject to Section 4.01, the
related Servicer shall make any Advances on the related Mortgage Loan during the
scheduled period in accordance with the amortization schedule of such Mortgage
Loan without modification thereof by reason of such arrangements.
Notwithstanding the foregoing, in the event that any Mortgage Loan is in default
or, in the judgment of such Servicer, such default is reasonably foreseeable,
such Servicer, consistent with the standards set forth in Section 3.01, may also
waive, modify or vary any term of such Mortgage Loan (including modifications
that would change the Mortgage Rate, forgive the payment of principal or
interest or extend the final maturity date of such Mortgage Loan), accept
payment from the related Mortgagor of an amount less than the Stated Principal
Balance in final satisfaction of such Mortgage Loan, or consent to the
postponement of strict compliance with any such term or otherwise grant
indulgence to any Mortgagor (any and all such waivers, modifications, variances,
forgiveness of principal or interest, postponements, or indulgences collectively
referred to herein as "forbearance"), provided, however, that in determining
which course of action permitted by this sentence it shall pursue, such Servicer
shall adhere to the standards of Section 3.01. With respect to Wilshire and
Option One, such Servicers' analysis supporting any forbearance and the
conclusion that any forbearance meets the standards of Section 3.01 shall be
reflected in writing in the Mortgage File.

          With respect to Mortgage Loans affected by a hurricane or other
natural disaster, if the Mortgaged Property is located in a public and
individual assistance counties, a designated by federal Emergency Management
Agency (as set forth on its website www.fema.gov), the related Servicer (or the
related Subservicer, if sauch Server is no longer servicing Mortgage Loans),
may, at its sole option, cease collection activities, charging late fees and
credit reporting activity for all Mortgagors in such counties for a period of
time and, if reasonably prudent, may extend such period as long as it deems
necessary. In addition, Litton (or the related Subservicer, if Litton is no
longer servicing the Mortgage Loans) may suspend all foreclosure and bankruptcy
activity relating to such Mortgage Loans for a period of time and if reasonably
prudent, may extend such period as long as it deems necessary.

          (b) The Servicers will not waive any Prepayment Charge or portion
thereof unless, (i) the enforceability thereof shall have been limited by
bankruptcy, insolvency, moratorium, receivership or other similar laws relating
to creditors' rights generally or is otherwise prohibited by law, or (ii) the
collectability thereof shall have been limited due to acceleration in connection
with a foreclosure or other


                                       95

<PAGE>

involuntary payment, or (iii) the related Servicer has not been provided with
information sufficient to enable it to collect the Prepayment Charge, or (iv) in
the related Servicer's reasonable judgment as described in Section 3.01 hereof,
(x) such waiver relates to a default or a reasonably foreseeable default, (y)
such waiver would maximize recovery of total proceeds taking into account the
value of such Prepayment Charge and related Mortgage Loan and (z) doing so is
standard and customary in servicing similar Mortgage Loans (including any waiver
of a Prepayment Charge in connection with a refinancing of a Mortgage Loan that
is related to a default or a reasonably foreseeable default), or (iv) the
collection of the Prepayment Charge or of a similar type of prepayment premium
would be considered "predatory" or "illegal" pursuant to written guidance
published by any applicable federal, state or local regulatory authority having
jurisdiction over such matters or has been challenged by any such authority, or
(v) only to the extent that the Depositor has notified the related Servicer that
there are no NIM Notes outstanding, there is a certified class action in which a
similar type of prepayment premium is being challenged. Except as provided in
the preceding sentence, in no event will the related Servicer waive a Prepayment
Charge in connection with a refinancing of a Mortgage Loan that is not related
to a default or a reasonably foreseeable default. If a Servicer waives or does
not collect all or a portion of a Prepayment Charge relating to a Principal
Prepayment in full or in part due to any action or omission of such Servicer,
other than as provided above, such Servicer shall deposit the amount of such
Prepayment Charge (or such portion thereof as had been waived for deposit) into
the related Collection Account for distribution in accordance with the terms of
this Agreement.

          (c) The Servicers shall not be required to institute or join in
litigation with respect to collection of any payment (whether under a Mortgage,
Mortgage Note or otherwise or against any public or governmental authority with
respect to a taking or condemnation) if it reasonably believes that enforcing
the provision of the Mortgage or other instrument pursuant to which such payment
is required is prohibited by applicable law.

          (d) Each Servicer shall establish and initially maintain so long as it
is acting as a servicer hereunder, on behalf of the Trustee for the benefit of
the Certificateholders, a Collection Account. Each Servicer shall deposit into
such Collection Account daily, within two (2) Business Days after determining
the proper cash application after receipt thereof, in immediately available
funds, the following payments and collections received or made by it on and
after the Cut-off Date with respect to the Mortgage Loans:

          (i) all payments on account of principal, including Principal
     Prepayments, on the Mortgage Loans, other than principal due on the
     Mortgage Loans on or prior to the Cut-off Date;

          (ii) all payments on account of interest on the Mortgage Loans net of
     the Servicing Fee permitted under Section 3.15, other than (x) interest due
     on the Mortgage Loans on or prior to the Cut-off Date and (y) Prepayment
     Interest Excess;

          (iii) all Liquidation Proceeds, other than proceeds to be applied to
     the restoration or repair of the Mortgaged Property or released to either
     the Mortgagor or the holder of a senior lien on the Mortgaged Property in
     accordance with the related Servicer's normal servicing procedures;

          (iv) all Subsequent Recoveries;

          (v) all Compensating Interest;


                                       96

<PAGE>

          (vi) any amount required to be deposited by such Servicer pursuant to
     Section 3.05(g) in connection with any losses on Permitted Investments;

          (vii) any amounts required to be deposited by such Servicer pursuant
     to Section 3.10 hereof;

          (viii) all Advances made by such Servicer pursuant to Section 4.01;

          (ix) all Prepayment Charges received; and

          (x) any other amounts required to be deposited hereunder.

     The foregoing requirements for remittance by the Servicers into the related
Collection Accounts shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, all servicing related fees,
including all late payment charges, insufficient funds charges and payments in
the nature of assumption fees (i.e. fees related to the assumption of a Mortgage
Loan upon the purchase of the related Mortgaged Property), modification fees,
extension fees and other similar ancillary fees and charges (other than
Prepayment Charges) if collected, and any Prepayment Interest Excess) need not
be remitted by the Servicers. Rather, such fees and charges may be retained by
the Servicers as additional servicing compensation. In the event that a Servicer
shall remit any amount not required to be remitted and not otherwise subject to
withdrawal pursuant to Section 3.08 hereof, it may at any time withdraw or
direct the Securities Administrator, or such other institution maintaining the
related Collection Account, to withdraw such amount from the related Collection
Account, any provision herein to the contrary notwithstanding. The Servicers
shall maintain adequate records with respect to all withdrawals made pursuant to
this Section. All funds deposited in the Collection Accounts shall be held in
trust for the Certificateholders until withdrawn in accordance with Section
3.08. In no event shall the Trustee, the Securities Administrator or the Master
Servicer incur liability for withdrawals from the related Collection Account at
the direction of the related Servicer.

     The Servicers shall give notice to the NIMs Insurer, the Master Servicer,
the Securities Administrator and the Trustee of the location of the Collection
Account maintained by it when established and prior to any change thereof. Not
later than twenty days after each Distribution Date, the Servicers shall forward
to the NIMs Insurer, Master Servicer, the Securities Administrator, the Trustee
and the Depositor the most current available bank statement for the Collection
Accounts. Copies of such statement shall be provided by the Securities
Administrator to any Certificateholder and to any Person identified to the
Securities Administrator as a prospective transferee of a Certificate, upon
request at the expense of the requesting party, provided such statement is
delivered by the related Servicer to the Securities Administrator.

          (e) The Master Servicer shall establish and maintain, in the name of
the Trustee for the benefit of the Certificateholders, the Master Servicer
Collection Account. The Master Servicer shall, within two Business Days after
determining the proper cash application after receipt thereof, deposit or cause
to be deposited in the Master Servicer Collection Account and retain therein the
following:

          (i) the aggregate amount withdrawn by the Servicers from the
     Collection Accounts for deposit in the Master Servicer Collection Account;
     and


                                       97

<PAGE>

          (ii) any amounts received by or on behalf of the Master Servicer and
     required to be deposited in the Master Servicer Collection Account.

     Any amounts received by the Master Servicer prior to 4:00 p.m. New York
City time (or such earlier deadline for investment in the Permitted Investments
designated by the Master Servicer) which are required to be deposited in the
Master Servicer Collection Account by the Servicers may be invested for the
benefit of the Master Servicer in Permitted Investments on the Business Day on
which they were received. The requirements for remittance by the Servicers in
Section 3.08 hereof and deposit by the Master Servicer into the Master Servicer
Collection Account shall be exclusive. If a Servicer fails to remit any funds
due by the time designated herein, the Servicer shall pay to the Master
Servicer, for its own account or the account of its designee, interest accrued
on such funds at the prime rate as set forth in The Wall Street Journal from and
including the applicable due date, to but excluding the day such funds are paid
to the Master Servicer. In the event that a Servicer shall remit any amount not
required to be remitted and not otherwise subject to withdrawal pursuant to
Section 3.08 hereof, it may at any time withdraw or direct the Master Servicer,
or such other institution maintaining the Master Servicer Collection Account, to
withdraw such amount from the Master Servicer Collection Account, any provision
herein to the contrary notwithstanding. All funds deposited in the Master
Servicer Collection Account shall be held by the Master Servicer in trust for
the Certificateholders until withdrawn in accordance with Section 3.08. In no
event shall the Master Servicer incur liability for withdrawals from the Master
Servicer Collection Account at the direction of a Servicer. The Master Servicer
shall give notice to each Servicer of the location of the Master Servicer
Collection Account maintained by it when established and prior to any change
thereof.

     The Master Servicer shall give notice to the NIMs Insurer, the Securities
Administrator and the Trustee of the location of the Master Servicer Collection
Account maintained by it when established and prior to any change thereof. Not
later than twenty days after each Distribution Date, the Master Servicer shall
forward to the NIMs Insurer, the Securities Administrator, the Trustee and the
Depositor the most current available bank statement for the Master Servicer
Collection Account. Copies of such statement shall be provided by the Securities
Administrator to any Certificateholder and to any Person identified to the
Securities Administrator as a prospective transferee of a Certificate, upon
request at the expense of the requesting party, provided such statement is
delivered by the Master Servicer to the Securities Administrator.

          (f) The Securities Administrator shall establish and maintain, on
behalf of the Certificateholders, the Certificate Account. The Securities
Administrator shall, promptly upon receipt, deposit or cause to be deposited in
the Certificate Account and retain therein the following:

          (i) the aggregate amount withdrawn by the Master Servicer from the
     Master Servicer Collection Account for deposit in the Certificate Account;

          (ii) the Purchase Price and any Substitution Adjustment Amount;

          (iii) any amount required to be deposited by the Securities
     Administrator pursuant to Section 3.05(g) in connection with any losses on
     Permitted Investments; and

          (iv) the Optional Termination Amount paid by the winning bidder at the
     Auction or by Wilshire pursuant to Section 9.01.


                                       98

<PAGE>

     Any amounts received by the Securities Administrator prior to 4:00 p.m. New
York City time (or such earlier deadline for investment in the Permitted
Investments designated by the Securities Administrator) which are required to be
deposited in the Certificate Account by the Master Servicer may be invested for
the benefit of the Securities Administrator in Permitted Investments on the
Business Day on which they were received. The foregoing requirements for
remittance by the Master Servicer and deposit by the Securities Administrator
into the Certificate Account shall be exclusive. If the Master Servicer fails to
remit any funds due by the time designated herein, the Master Servicer shall pay
to the Securities Administrator, for its own account, interest accrued on such
funds at the prime rate as set forth in The Wall Street Journal from and
including the applicable due date, to but excluding the day such funds are paid
to the Securities Administrator. In the event that the Master Servicer shall
remit any amount not required to be remitted and not otherwise subject to
withdrawal pursuant to Section 3.08 hereof, it may at any time withdraw such
amount from the Certificate Account, any provision herein to the contrary
notwithstanding. All funds deposited in the Certificate Account shall be held by
the Securities Administrator in trust for the Certificateholders until disbursed
in accordance with this Agreement or withdrawn in accordance with Section 3.08.
In no event shall the Securities Administrator incur liability for withdrawals
from the Certificate Account at the direction of the Master Servicer. The
Securities Administrator shall give notice to the NIMs Insurer and the Master
Servicer of the location of the Certificate Account maintained by it when
established and prior to any change thereof.

          (g) Each institution that maintains a Collection Account, the Master
Servicer Collection Account and the Certificate Account may but shall not be
required to, invest the funds in each such account, as directed by the
Servicers, the Master Servicer or the Securities Administrator, as applicable,
in writing, in Permitted Investments, which shall mature not later than (i) in
the case of the Collection Accounts, the Business Day preceding the related
Servicer Remittance Date (except that if such Permitted Investment is an
obligation of the institution that maintains such Collection Account or is
otherwise immediately available, then such Permitted Investment shall mature not
later than the Servicer Remittance Date) (ii) in the case of the Master Servicer
Collection Account, one Business Day prior to the Distribution Date (or such
other time as may be mutually agreed to between the Master Servicer and the
Securities Administrator so long as such time (unless the Master Servicer and
Securities Administrator are the same entity) is not later than one Business Day
prior to the Distribution Date) and (iii) in the case of the Certificate
Account, the Business Day immediately preceding the first Distribution Date that
follows the date of such investment (except that if such Permitted Investment is
an obligation of the institution that maintains such Certificate Account or is
otherwise immediately available, then such Permitted Investment shall mature not
later than such Distribution Date) and, in each case, shall not be sold or
disposed of prior to its maturity. All such Permitted Investments shall be made
in the name of the related Servicer, the Master Servicer or the Securities
Administrator, as applicable, for the benefit of the Certificateholders. All
income and gain net of any losses realized from amounts on deposit in the
Collection Accounts shall be for the benefit of the related Servicer as
servicing compensation and shall be remitted to or withdrawn by it monthly as
provided herein. All income and gain net of any losses realized from amounts on
deposit in the Master Servicer Collection Account shall be for the benefit of
the Master Servicer as servicing compensation and shall be remitted to it
monthly as provided herein. The amount of any losses incurred in the Collection
Accounts in respect of any such investments shall be deposited by the related
Servicer in the related Collection Account out of such Servicer's own funds
immediately as realized. The amount of any losses incurred in the Master
Servicer Collection Account in respect of any such investments shall be
deposited by the Master Servicer in the Master Servicer Collection Account out
of the Master Servicer's own funds immediately as realized. All income and gain
net of any losses realized from amounts on deposit in the Certificate Account
shall be for the benefit of the Securities Administrator and shall be remitted
to or withdrawn by it monthly as provided herein. The amount of any


                                       99

<PAGE>

losses incurred in the Certificate Account in respect of any such investments
shall be deposited by the Securities Administrator in the Certificate Account
out of the Securities Administrator's own funds immediately as realized.

          SECTION 3.06. Collection of Taxes, Assessments and Similar Items;
Escrow Accounts

     To the extent required by the related Mortgage Note, the related Servicer
shall establish and maintain (except in the case of Litton, only with respect to
first lien Mortgage Loans) one or more accounts (each, an "Escrow Account") and
deposit and retain therein all collections from the Mortgagors (or advances by
the related Servicer) for the payment of taxes, assessments except, with respect
to assessments, in the case of Litton, hazard insurance premiums or comparable
items for the account of the Mortgagors. Nothing herein shall require the
Servicers to compel a Mortgagor to establish an Escrow Account in violation of
applicable law.

     Withdrawals of amounts so collected from the Escrow Accounts may be made
only to effect timely payment of taxes, assessments except, with respect to
assessments, in the case of Litton, hazard insurance premiums, condominium or
PUD association dues, or comparable items, to reimburse the related Servicer out
of related collections for any payments made pursuant to Sections 3.01 hereof
(with respect to taxes and assessments, dues or comparable items and insurance
premiums) and 3.10 hereof (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required by law or the terms of the related Mortgage or Mortgage Note, to
Mortgagors on balances in the Escrow Account to withdraw funds deposited in
error or amounts previously deposited but returned as unpaid due to a "not
sufficient funds" or other denial by the related Mortgagor's banking institution
or to clear and terminate the Escrow Account at the termination of this
Agreement in accordance with Section 9.01 hereof. The Escrow Accounts shall not
be a part of the Trust Fund.

          SECTION 3.07. Access to Certain Documentation and Information
Regarding the Mortgage Loans

     Upon reasonable advance notice in writing if required by federal
regulation, each Servicer will provide to each Certificateholder that is a
savings and loan association, bank or insurance company certain reports and
reasonable access to information and documentation regarding the Mortgage Loans
sufficient to permit such Certificateholder to comply with applicable
regulations of the OTS or other regulatory authorities with respect to
investment in the Certificates; provided, that such Servicer shall be entitled
to be reimbursed by each such Certificateholder for actual expenses incurred by
such Servicer in providing such reports and access.

     The Servicers may from time to time provide the Depositor, and any Person
designated by the Depositor, with reports and information regarding the Mortgage
Loans, including without limitation, information requested by the Depositor or
an originator of the Mortgage Loans for required institutional risk control. In
addition, subject to limitations of applicable privacy laws, the Servicers may
make public information regarding performance of the Mortgage Loans.

          SECTION 3.08. Permitted Withdrawals from the Collection Accounts,
Master Servicer Collection Account and Certificate Account

          (a) The Servicers may from time to time, make withdrawals from the
related Collection Account for the following purposes:


                                      100

<PAGE>

          (i) to pay to the related Servicer (to the extent not previously paid
     to or withheld by such Servicer), as servicing compensation in accordance
     with Section 3.15, that portion of any payment of interest that equals the
     Servicing Fee for the period with respect to which such interest payment
     was made, and, as additional servicing compensation, those other amounts
     set forth in Section 3.15;

          (ii) to reimburse the related Servicer (including the Master Servicer
     as successor servicer) for Advances made by it (or to reimburse the
     Advancing Person for Advances made by it) with respect to the Mortgage
     Loans, such right of reimbursement pursuant to this subclause (ii) being
     limited to amounts received on particular Mortgage Loan(s) (including, for
     this purpose, Condemnation Proceeds, Insurance Proceeds, Liquidation
     Proceeds) that represent late recoveries of payments of principal and/or
     interest on such particular Mortgage Loan(s) in respect of which any such
     Advance was made;

          (iii) to reimburse the related Servicer and the Master Servicer (in
     its capacity as successor Servicer) for any Non-Recoverable Advance
     previously made and any Non-Recoverable Servicing Advances previously made
     to the extent that, in the case of Non-Recoverable Servicing Advances,
     reimbursement therefor constitutes "unanticipated expenses" within the
     meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii);

          (iv) to pay to the related Servicer earnings on or investment income
     with respect to funds in or credited to the related Collection Account;

          (v) to reimburse the related Servicer from Insurance Proceeds for
     Insured Expenses covered by the related Insurance Policy;

          (vi) [reserved];

          (vii) to pay the related Servicer (or the Master Servicer as
     successor) any unpaid Servicing Fees and to reimburse it (or Master
     Servicer as successor servicer) for any unreimbursed Servicing Advances (to
     the extent that reimbursement for Servicing Advances would constitute an
     "unanticipated expense" within the meaning of Treasury Regulation Section
     1.860G-1(b)(3)(ii)), the related Servicer's right to reimbursement of
     Servicing Advances pursuant to this subclause (vii) with respect to any
     Mortgage Loan being limited to amounts received on particular Mortgage
     Loan(s)(including, for this purpose, Liquidation Proceeds and purchase and
     repurchase proceeds and including any Subsequent Recoveries related to any
     Liquidated Loan) that represent late recoveries of the payments for which
     such advances were made pursuant to Section 3.01 or Section 3.06;

          (viii) to pay to the Depositor or the related Servicer, as applicable,
     with respect to each Mortgage Loan or property acquired in respect thereof
     that has been purchased pursuant to Section 2.02, 2.03 or 3.12, all amounts
     received thereon and not taken into account in determining the related
     Stated Principal Balance of such repurchased Mortgage Loan;

          (ix) to reimburse the Servicers, the Master Servicer, the Securities
     Administrator or the Depositor for expenses incurred by any of them in
     connection with the Mortgage Loans or the Certificates and reimbursable
     pursuant to Section 3.04, Section 3.25 or Section 6.03 hereof


                                      101

<PAGE>

     provided that reimbursement therefor would constitute "unanticipated"
     expenses within the meaning of Treasury Regulation Section
     1.860G-1(b)(3)(ii);

          (x) to reimburse the Trustee for enforcement expenses reasonably
     incurred in respect of a breach or defect giving rise to the purchase
     obligation in Section 2.03 that were incurred in the Purchase Price of the
     Mortgage Loans including any expenses arising out of the enforcement of the
     purchase obligation; provided that any such expenses will be reimbursable
     under this subclause (x) only to the extent that such expenses would
     constitute "unanticipated expenses" within the meaning of Treasury
     Regulation Section 1.860G-1(b)(3)(ii) if paid by one of the REMICs provided
     for herein;

          (xi) to pay the related Servicer any unpaid Servicing Fees for any
     Mortgage Loan upon such Mortgage Loan being charged off and upon
     termination of the obligations of such Servicer;

          (xii) to withdraw pursuant to Section 3.05 any amount deposited in the
     related Collection Account and not required to be deposited therein;

          (xiii) to clear and terminate the Collection Accounts upon termination
     of this Agreement pursuant to Section 9.01 hereof;

          (xiv) to withdraw funds deposited in error or amounts previously
     deposited but returned as unpaid due to insufficient funds or other denial
     by the related Mortgagor's banking institution;

          (xv) to reimburse itself for Advances or Servicing Advances from
     amounts in the related Collection Account held for future distributions
     that were not included in Available Funds for the preceding Distribution
     Date. An amount equal to the amount withdrawn from the related Collection
     Account pursuant to this subclause (xv) shall be deposited in such
     Collection Account by the related Servicer on the next succeeding
     Distribution Date on which funds are to be distributed to
     Certificateholders; and

          (xvi) to reimburse itself from any amounts in the related Collection
     Account for any prior Advances or Servicing Advances made by the related
     Servicer that have not otherwise been reimbursed to such Servicer at the
     time a Mortgage Loan is modified.

     In addition, the Servicers will use commercially reasonable efforts to
cause to be withdrawn from the related Collection Account no later than 2:30
p.m. New York City time, but in any case no later than 4:00 p.m. New York City
time on the Servicer Remittance Date, the Interest Funds and the Principal Funds
(for this purpose only, neither Interest Funds nor Principal Funds shall include
a deduction for any amount reimbursable to the Master Servicer, the Trustee and
the Securities Administrator unless such amounts have actually been reimbursed
from such funds at the discretion of the related Servicer), to the extent on
deposit, and such amount shall be deposited in the Master Servicer Collection
Account; provided, however, if the Master Servicer does not receive such
Interest Funds and Principal Funds by 4:00 p.m. on the Servicer Remittance Date,
the related Servicer shall pay, out of its own funds, interest on such amount at
a rate equal to the "prime rate" as published by The Wall Street Journal at such
time for each date or part thereof.


                                      102

<PAGE>

     Each Servicer shall keep and maintain separate accounting, on a Mortgage
Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from
the related Collection Account.

     Each Servicer shall provide written notification to the Master Servicer on
or prior to the next succeeding Servicer Remittance Date upon making any
withdrawals from the related Collection Account, the Master Servicer Collection
Account pursuant to subclauses (iii) and (vii) above.

     Unless otherwise specified, any amounts reimbursable to the Servicers,
Master Servicer or the Master Servicer or Securities Administrator from amounts
on deposit in the Collection Accounts or the Certificate Account shall be deemed
to come from first, Interest Funds, and thereafter, Principal Funds for the
related Distribution Date.

          (b) The Master Servicer may, from time to time on demand of the
Securities Administrator, make or cause to be made such withdrawals or transfers
from the Master Servicer Collection Account as the Securities Administrator has
designated for such transfer in the manner specified in this Agreement.

     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, (ii)
any amounts reimbursable to the Master Servicer for Advances or Servicing
Advances made by the Master Servicer pursuant to Section 7.01 or 3.04, and (iii)
any amounts payable to the Master Servicer as set forth in Section 11.07.

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

     No later than 3:00 p.m. New York time on each 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 Certificate Account.

          (c) The Securities Administrator shall withdraw funds from the
Certificate Account for distribution to the Certificateholders in the manner
specified in this Agreement (and shall withhold from the amounts so withdrawn,
the amount of any taxes that it is authorized to retain pursuant to this
Agreement). In addition, prior to making such distributions to the
Certificateholders, the Securities Administrator may from time to time make
withdrawals from the Certificate Account for the following purposes:

          (i) to withdraw pursuant to Section 3.05 any amount deposited in the
     Certificate Account and not required to be deposited therein;

          (ii) to clear and terminate the Certificate Account upon termination
     of the Agreement pursuant to Section 9.01 hereof (after paying all amounts
     necessary to the Trustee, the Securities Administrator, the Master Servicer
     or the Servicers in connection with any such termination);

          (iii) to reimburse the Securities Administrator, the Master Servicer,
     the Custodians or the Trustee for any fees, expenses and indemnification
     reimbursable pursuant to this Agreement, including without limitation
     Sections 3.04, 6.03, 8.05, 8.06 and 11.02 hereof; and


                                      103

<PAGE>

          (iv) to pay to the Securities Administrator earnings on or investment
     income with respect to funds in or credited to the Certificate Account.

          SECTION 3.09. [RESERVED]

          SECTION 3.10. Maintenance of Hazard Insurance

     Each Servicer shall cause to be maintained, for each first lien Mortgage
Loan, hazard insurance with extended coverage in an amount, to the extent
permitted by applicable law, that is at least equal to the lesser of (i) the
estimated replacement value of the improvements that are part of such Mortgaged
Property which may be the last known coverage, or (ii) the greater of (a) the
outstanding principal balance of the Mortgage Loan and (b) an amount such that
the proceeds of such policy shall be sufficient to prevent the related Mortgagor
and/or mortgagee from becoming a co-insurer. Each such policy of standard hazard
insurance shall contain, or have an accompanying endorsement that contains, a
standard mortgagee clause. Each Servicer shall also cause flood insurance to be
maintained on property acquired upon foreclosure or deed in lieu of foreclosure
of any Mortgage Loan, to the extent required under the standards described
below. Pursuant to Section 3.05 hereof, any amounts collected by such Servicer
under any such policies (other than the amounts to be applied to the restoration
or repair of the related Mortgaged Property or property thus acquired or amounts
released to the Mortgagor in accordance with the related Servicer's normal
servicing procedures) shall be deposited in the related Collection Account. Any
cost incurred by the Servicers in maintaining any such insurance shall not, for
the purpose of calculating monthly distributions to the Certificateholders or
remittances to the Securities Administrator for their benefit, be added to the
principal balance of the Mortgage Loan, notwithstanding that the terms of the
Mortgage Loan so permit. Such costs shall be recoverable by the Servicers out of
late payments by the related Mortgagor or out of Liquidation Proceeds to the
extent and as otherwise permitted by Section 3.08 hereof. It is understood and
agreed that no earthquake or other additional insurance is to be required of any
Mortgagor or maintained on property acquired in respect of a Mortgage other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. If a first lien Mortgaged
Property is located at the time of origination of the Mortgage Loan in a
federally designated special flood hazard area and such area is participating in
the national flood insurance program, the related Servicer shall cause flood
insurance to be maintained with respect to such Mortgage Loan. Such flood
insurance shall be in an amount equal to the lesser of (i) the outstanding
principal balance of the related Mortgage Loan, (ii) the estimated replacement
value of the improvements that are part of such Mortgaged Property which may be
the last known coverage, or (iii) the maximum amount of such insurance available
for the related Mortgaged Property under the Flood Disaster Protection Act of
1973, as amended.

     In the event that a Servicer shall obtain and maintain a blanket policy
insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first sentence of this Section 3.10, it being understood and agreed that such
policy may contain a deductible clause on terms substantially equivalent to
those commercially available and maintained by comparable servicers. If such
policy contains a deductible clause, the related Servicer shall, in the event
that there shall not have been maintained on the related Mortgaged Property a
policy complying with the first sentence of this Section 3.10, and there shall
have been a loss that would have been covered by such policy, deposit in the
related Collection Account the amount not otherwise payable under the blanket
policy because of such deductible clause. In connection with its activities as a
servicer of the Mortgage Loans, each Servicer agrees to present, on behalf of
itself, the Depositor, the Master


                                      104

<PAGE>

Servicer, the Securities Administrator and the Trustee for the benefit of the
Certificateholders, claims under any such blanket policy.

          SECTION 3.11. Enforcement of Due-On-Sale Clauses; Assumption
Agreements

     When a Mortgaged Property has been or is about to be conveyed by the
Mortgagor, the related Servicer shall, except as set forth below, to the extent
it has knowledge of such conveyance or prospective conveyance, exercise its
rights to accelerate the maturity of the related Mortgage Loan under any
"due-on-sale" clause contained in the related Mortgage or Mortgage Note;
provided, however, that the related Servicer shall not exercise any such right
if the "due-on-sale" clause, in the reasonable belief of such Servicer, is not
enforceable under applicable law; provided, further, that such Servicer shall
not take any action in relation to the enforcement of any "due-on-sale" clause
that would adversely affect or jeopardize coverage under any Required Insurance
Policy. An opinion of counsel, which shall be reimbursable as a Servicing
Advance (to the extent it is an "unanticipated expense" within the meaning of
Treasury Regulation Section 1.860G-1(b)(3)(ii)), delivered to the Trustee, the
Master Servicer, the Securities Administrator and the Depositor shall
conclusively establish the reasonableness of the related Servicer's belief that
any "due-on-sale" clause is not enforceable under applicable law.
Notwithstanding the foregoing, no Servicer is required to exercise such rights
with respect to a related Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise so required under such Mortgage Note or Mortgage as a condition to
such transfer. In such event, the related Servicer shall make reasonable efforts
to enter into an assumption and modification agreement with the Person to whom
such property has been or is about to be conveyed, pursuant to which such Person
becomes liable under the Mortgage Note and, unless prohibited by applicable law
or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not
permitted under applicable law, the related Servicer is authorized to enter into
a substitution of liability agreement with such Person, pursuant to which the
original Mortgagor is released from liability and such Person is substituted as
Mortgagor and becomes liable under the Note. In addition to the foregoing, the
related Servicer shall not be required to enforce any "due-on-sale" clause if in
the reasonable judgment of such Servicer, not entering into an assumption and
modification agreement with a Person to whom such property shall be conveyed and
releasing the original Mortgagor from liability would be in the best interests
of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all
respects to the requirements, representations and warranties of this Agreement.
The related Servicer shall notify the Trustee, the Master Servicer and the
Securities Administrator that any such assumption or substitution agreement has
been completed by forwarding to the related Custodian on behalf of the Trustee
the original copy of such assumption or substitution agreement (indicating the
Mortgage File to which it relates), which copy shall be added by such Custodian
on behalf of the Trustee to the related Mortgage File and which shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof. The related
Servicer shall be responsible for recording any such assumption or substitution
agreements. In connection with any such assumption or substitution agreement,
the Monthly Payment on the related Mortgage Loan shall not be changed but shall
remain as in effect immediately prior to the assumption or substitution, the
stated maturity or outstanding principal amount of such Mortgage Loan shall not
be changed nor shall any required monthly payments of principal or interest be
deferred or forgiven. Any fee collected by the related Servicer for consenting
to any such conveyance or entering into an assumption or substitution agreement
shall be retained by or paid to such Servicer as additional servicing
compensation.


                                      105

<PAGE>

     Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Servicers shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or any transfer or assumption which the
related Servicer reasonably believes it is restricted by law from preventing,
for any reason whatsoever.

          SECTION 3.12. Realization Upon Defaulted Mortgage Loans; Determination
of Excess Proceeds; Special Loss Mitigation

          (a) The Servicers shall use reasonable efforts consistent with the
servicing standard set forth in Section 3.01 to foreclose upon or otherwise
comparably convert the ownership of 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. In connection
with such foreclosure or other conversion, the related Servicer shall follow
such practices and procedures as it shall deem necessary or advisable and as
shall be normal and usual in its general mortgage servicing activities and the
requirements of the insurer under any Required Insurance Policy; provided,
however, that the related Servicer shall not be required to expend its own funds
in connection with the restoration of any property that shall have suffered
damage due to an uninsured cause unless it shall determine (i) that such
restoration will increase the proceeds of liquidation of the Mortgage Loan after
reimbursement to itself of such expenses and (ii) that such expenses will be
recoverable to it through Liquidation Proceeds (respecting which it shall have
priority for purposes of withdrawals from the related Collection Account
pursuant to Section 3.08 hereof). The related Servicer shall be responsible for
all other costs and expenses incurred by it in any such proceedings; provided,
however, that it shall be entitled to reimbursement thereof from the proceeds of
liquidation of the related Mortgaged Property and, if applicable, as a
Non-Recoverable Servicing Advance, as contemplated in Section 3.08 hereof.

     With respect to any REO Property, the deed or certificate of sale shall be
taken in the name of the Trustee, on behalf of the Certificateholders, or its
nominee (which nominee shall not be a Servicer). Pursuant to its efforts to sell
such REO Property, the related Servicer shall either itself or through an agent
selected by such Servicer protect and conserve such REO Property in the same
manner and to such extent as is customary in the locality where such REO
Property is located and may, incident to its conservation and protection of the
interests of the Certificateholders, rent the same, or any part thereof, as such
Servicer deems to be in the best interest of itself and the Certificateholders
for the period prior to the sale of such REO Property. The related Servicer or
an Affiliate thereof may receive usual and customary real estate referral fees
for real estate brokers in connection with the listing and disposition of REO
Property. The related Servicer shall prepare a statement with respect to each
REO Property that has been rented showing the aggregate rental income received
and all expenses incurred in connection with the management and maintenance of
such REO Property at such times as is necessary to enable such Servicer to
comply with the reporting requirements of the REMIC Provisions. The net monthly
rental income, if any, from such REO Property shall be deposited in the related
Collection Account no later than the close of business on each Determination
Date. The related Servicer shall perform the tax reporting and withholding
related to foreclosures, abandonments and cancellation of indebtedness income as
specified by Sections 1445, 6050J and 6050P of the Code by preparing and filing
such tax and information returns, as may be required.

     In the event that the Issuing Entity acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the related Servicer shall dispose of such Mortgaged Property
prior to the expiration of three years from the end of the year of its
acquisition by the Issuing Entity or, at the expense of the Issuing Entity,
obtain, in accordance with applicable


                                      106
<PAGE>


procedures for obtaining an automatic extension of the grace period, more than
sixty (60) days prior to the day on which such three-year period would otherwise
expire, an extension of the three-year grace period, in which case such property
must be disposed of prior to the end of such extension, unless the Trustee and
the NIMs Insurer shall have been supplied with an Opinion of Counsel (such
Opinion of Counsel not to be an expense of the Trustee, Master Servicer,
Securities Administrator or the NIMs Insurer), to the effect that the holding by
the Issuing Entity of such Mortgaged Property subsequent to such three-year
period or extension will not result in the imposition of taxes on "prohibited
transactions" of the Issuing Entity or any of the REMICs provided for herein as
defined in section 860F of the Code or cause any of the REMICs provided for
herein to fail to qualify as a REMIC at any time that any Certificates are
outstanding, in which case the Issuing Entity may continue to hold such
Mortgaged Property (subject to any conditions contained in such Opinion of
Counsel). Notwithstanding any other provision of this Agreement, no Mortgaged
Property acquired by the Issuing Entity shall be held, rented (or allowed to
continue to be rented) or otherwise used for the production of income by or on
behalf of the Issuing Entity in such a manner or pursuant to any terms that
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of section 860G(a)(8) of the Code or (ii) subject
the Issuing Entity or any REMIC provided for herein to the imposition of any
federal, state or local income taxes on the income earned from such Mortgaged
Property under section 860G(c) of the Code or otherwise, unless the related
Servicer or the Depositor has agreed to indemnify and hold harmless the Trustee
and the Issuing Entity with respect to the imposition of any such taxes. The
Servicers shall have no liability for any losses resulting from a foreclosure on
a second lien Mortgage Loan in connection with the foreclosure of the related
first lien mortgage loan that is not a Mortgage Loan if such Servicer does not
receive notice of such foreclosure action.

     The decision of a Servicer to foreclose on a defaulted Mortgage Loan shall
be subject to a determination by such Servicer that the proceeds of such
foreclosure would exceed the costs and expenses of bringing such a proceeding.
The income earned from the management of any Mortgaged Properties acquired
through foreclosure or other judicial proceeding, net of reimbursement to the
related Servicer for expenses incurred (including any property or other taxes)
in connection with such management and net of unreimbursed Servicing Fees,
Advances, Servicing Advances and any management fee paid or to be paid with
respect to the management of such Mortgaged Property, shall be applied to the
payment of principal of, and interest on, the related defaulted Mortgage Loans
(with interest accruing as though such Mortgage Loans were still current) and
all such income shall be deemed, for all purposes in this Agreement, to be
payments on account of principal and interest on the related Mortgage Notes and
shall be deposited into the related Collection Account. To the extent the income
received during a Prepayment Period is in excess of the amount attributable to
amortizing principal and accrued interest at the related Mortgage Rate on the
related Mortgage Loan, such excess shall be considered to be a partial Principal
Prepayment for all purposes hereof.

          Notwithstanding the foregoing provisions of this Section 3.12 or any
other provision of this Agreement, with respect to any Mortgage Loan as to which
the assistant vice president for foreclosures or the vice president of default
management or analogous officer of a Servicer (other than Litton) has actual
knowledge (which shall not be presumed due to any documents received by such
Servicer) of, the presence of any toxic or hazardous substance on the related
Mortgaged Property, such Servicer shall not, on behalf of the Trustee, either
(i) obtain title to such Mortgaged Property as a result of or in lieu of
foreclosure or otherwise, or (ii) otherwise acquire possession of, or take any
other action with respect to, such Mortgaged Property, if, as a result of any
such action, the Trustee, the Issuing Entity or the Certificateholders would be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of the
Comprehensive


                                      107

<PAGE>

Environmental Response, Compensation and Liability Act of 1980, as amended from
time to time, or any comparable law, unless such Servicer believes, based on its
reasonable judgment and a report prepared by a Person who regularly conducts
environmental audits using customary industry standards, that:

     (1) such Mortgaged Property is in material compliance with applicable
environmental laws or, if not, that it would be in the best economic interest of
the Issuing Entity to take such actions as are necessary to bring the Mortgaged
Property into compliance therewith; and

     (2) it is probable that there are no circumstances present at such
Mortgaged Property relating to the use, management or disposal of any hazardous
substances, hazardous materials, hazardous wastes, or petroleum-based materials
for which additional investigation, testing, monitoring, containment, clean-up
or remediation could be required under any federal, state or local law or
regulation, or that if any such materials are present for which such action
could be required, that it would be in the best economic interest of the Issuing
Entity to take such actions with respect to the affected Mortgaged Property.

     Any such Servicer shall forward a copy of the environmental audit report to
the Depositor, the Master Servicer and the Trustee. The cost of the
environmental audit report contemplated by this Section 3.12 shall be advanced
by such Servicer, subject to such Servicer's right to be reimbursed therefor
from the Collection Account, such right of reimbursement being prior to the
rights of Certificateholders to receive any amount in the Collection Account
received in respect of the affected Mortgage Loan or other Mortgage Loans.

     If a Servicer (other than Litton) determines, as described above, that it
is in the best economic interest of the Issuing Entity to take such actions as
are necessary to bring any such Mortgaged Property into compliance with
applicable environmental laws, or to take such action with respect to the
containment, clean-up or remediation of hazardous substances, hazardous
materials, hazardous wastes or petroleum-based materials affecting any such
Mortgaged Property, then such Servicer may take such action as it deems to be in
the best economic interest of the Issuing Entity; provided that any amounts
disbursed by such Servicer pursuant to this Section 3.12 shall constitute
Advances. The cost of any such compliance, containment, clean-up or remediation
shall be advanced by such Servicer, subject to such Servicer's right to be
reimbursed therefor from the Collection Account, such right of reimbursement
being prior to the rights of Certificateholders to receive any amount in the
Collection Account received in respect of the affected Mortgage Loan or other
Mortgage Loans. If such Servicer decides not to take such action, it may not
obtain title to such Mortgaged Property.

     In the case of the Litton Mortgage Loans, if Litton has knowledge that a
Mortgaged Property that it is contemplating acquiring in foreclosure or by
deed-in-lieu of foreclosure is located within a one-mile radius of any site with
environmental or hazardous waste risks known to Litton, Litton will, prior to
acquiring the Mortgaged Property, consider such risks and only take action in
accordance with Accepted Servicing Practices.

     The Liquidation Proceeds from any liquidation of a Mortgage Loan, net of
any payment to the Master Servicer and related Servicer as provided above, shall
be deposited in the Master Servicer Collection Account on the next succeeding
Determination Date following receipt thereof for distribution on the related
Distribution Date.

     The proceeds of any Liquidated Loan, as well as any recovery resulting from
a partial collection of Liquidation Proceeds, will be applied as between the
parties in the following order of priority: first, to


                                      108

<PAGE>

reimburse the related Servicer for any related unreimbursed Servicing Advances
and unpaid Servicing Fees, pursuant to Section 3.08(a)(vii) or this Section
3.12; second, to reimburse such Servicer for any unreimbursed Advances, pursuant
to Section 3.08(a)(ii) or this Section 3.12; third, to accrued and unpaid
interest (to the extent no Advance has been made for such amount) on the
Mortgage Loan, at the Net Mortgage Rate to the Due Date occurring in the month
in which such amounts are required to be distributed; fourth, as a recovery of
principal of the Mortgage Loan; and fifth, to any prepayment charges.

     The proceeds of any net income from an REO Property will be applied as
between the parties in the following order of priority: first, to reimburse the
related Servicer for any related unreimbursed Servicing Advances and unpaid
Servicing Fees, pursuant to Section 3.08(a)(vi) or this Section 3.12; second, to
reimburse the related Servicer for any unreimbursed Advances, pursuant to
Section 3.08(a)(ii) or this Section 3.12; third, as a recovery of principal; and
fourth, to accrued and unpaid interest (to the extent no Advance has been made
for such amount) on the related REO Property, at the applicable Net Mortgage
Rate to the Due Date occurring in the month in which such amounts are required
to be distributed.

          (b) On each Determination Date, the related Servicer shall determine
the respective aggregate amounts of Excess Proceeds, if any, that occurred in
the related Prepayment Period

          (c) Each Servicer, in its sole discretion, shall have the right to
elect (by written notice sent to the Master Servicer, the Securities
Administrator and the Trustee) to purchase for its own account from the Trust
Fund any related Mortgage Loan that is 90 days or more Delinquent or REO
Property for which such Servicer has accepted a deed-in-lieu of foreclosure at a
price equal to the Purchase Price. The Purchase Price for any Mortgage Loan or
REO Property purchased hereunder shall be delivered to the Master Servicer for
deposit to the Master Servicer Collection Account and the Trustee or the related
Custodian, upon receipt of such confirmation of deposit and a Request for
Release from the Servicer in the form of Exhibit I hereto, shall release or
cause to be released to the related Servicer the related Mortgage File and shall
execute and deliver such instruments of transfer or assignment prepared by such
Servicer, in each case without recourse, representation or warranty, as shall be
necessary to vest in such Servicer any Mortgage Loan or REO Property released
pursuant hereto and such Servicer shall succeed to all the Trustee's right,
title and interest in and to such Mortgage Loan and all security and documents
related thereto. Such assignment shall be an assignment outright and not for
security. Such Servicer shall thereupon own such Mortgage Loan, and all security
and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto. No Servicer shall use any procedure in
selecting Mortgage Loans to be repurchased which is materially adverse to the
interests of the Certificateholders.

          (d) With respect to such of the Mortgage Loans as come into and
continue in default, the related Servicer will decide, in its reasonable
business judgment, whether to (i) foreclose upon the Mortgaged Properties
securing those Mortgage Loans pursuant to Section 3.12(a), (ii) write off the
unpaid principal balance of the Mortgage Loans as bad debt (provided that the
related Servicer has determined that no net recovery is possible through
foreclosure proceedings or other liquidation of the related Mortgaged Property),
(iii) take a deed in lieu of foreclosure, (iv) accept a short sale or short
refinance; (v) arrange for a repayment plan or refinancing, or (vi) agree to a
modification of such Mortgage Loan. As to any Mortgage Loan that becomes 120
days delinquent, the related Servicer (other than Litton) shall have obtained or
shall obtain a broker's price opinion, the cost of which will be reimbursable as
a Servicing Advance. After obtaining the broker's price opinion, such Servicer
will determine, in its reasonable business judgment, whether a net recovery is
possible through foreclosure proceedings or other


                                      109

<PAGE>

liquidation of the related Mortgage Property. If any Servicer determines that no
such recovery is possible, in the case of Wilshire, it must, and in the case of
Litton, it may charge off the related Mortgage Loan at the time it becomes 180
days delinquent and, in the case of Option One, it may charge off the related
Mortgage Loan at its discretion. Once a Mortgage Loan has been charged off, the
related Servicer will discontinue making Advances, such Servicer will not be
entitled to future Servicing Fees (except as provided below) with respect to
such Mortgage Loan, and the Mortgage Loan will be treated as a Liquidated Loan.
If the related Servicer determines that such net recovery is possible through
foreclosure proceedings or other liquidation of the related Mortgaged Property
on such Mortgage Loan, such Servicer need not charge off the Mortgage Loan and
may continue making Advances, such Servicer will continue to be entitled to
Servicing Fees, and such Servicer (other than Option One) will be required to
notify the Securities Administrator, the Trustee and the Master Servicer of such
decision.

          (e) Any Mortgage Loan that is charged off, pursuant to (d) above, may
continue to be serviced by the related Servicer for the Certificateholders using
specialized collection procedures (including foreclosure, if appropriate). The
related Servicer will be entitled to Servicing Fees and reimbursement of
expenses in connection with such Mortgage Loans after the date of charge off,
only to the extent of funds available from any recoveries on any such Mortgage
Loans. Any Wilshire Mortgage Loans serviced in accordance with the specialized
collection procedures shall be serviced for approximately six months. Any net
recoveries received on such Wilshire Mortgage Loans during such six month period
will be treated as Subsequent Recoveries. On the date which is six months after
the date on which the related Servicer begins servicing such Mortgage Loans
using the specialized collection procedures, unless specific additional net
recoveries are anticipated by such Servicer on a particular Mortgage Loan, such
charged off loan will be released to the majority holder of the Class C
Certificates and thereafter, (i) the majority holder of the Class C
Certificates, as identified with contact information in writing to the related
Servicer by the Depositor, will be entitled to any amounts subsequently received
in respect of any such released loans, subject to the related Servicer's fees
described below, (ii) the majority holder of the Class C Certificates may
designate any servicer to service any such released loan, (iii) the majority
holder of the Class C Certificates may sell any such released loan to a third
party and (iv) to the extent the servicing of such charged off loan is not
transferred from the related Servicer, the servicing of such charged off loan
and the fees therefor shall be governed by the most current servicing agreement
between such Servicer and the Sponsor.

     Litton (or an affiliate of Litton), in its sole discretion, shall have the
right to elect to purchase for its own account from the Issuing Entity any Ownit
Mortgage Loan that is 90 days or more Delinquent or REO Property for which it
has accepted a deed in lieu of foreclosure. Prior to repurchase pursuant to this
Section 3.12, Litton shall be required to continue to make monthly advances
pursuant to Section 4.01. Litton shall not use any procedure in selecting Litton
Mortgage Loans to be repurchased which is materially adverse to the interests of
the Certificateholders. Litton shall purchase any Litton Mortgage Loan or REO
Property pursuant to this paragraph at a price equal to the Purchase Price. The
Purchase Price for any Litton Mortgage Loan or REO Property purchased hereunder
shall be delivered to the Master Servicer for deposit in the Master Servicer
Collection Account. The Trustee (or related Custodian), upon receipt of notice
of such deposit and a Request for Release from Litton in the form of Exhibit I
hereto, shall release or cause to be released to Litton the related Mortgage
File and shall execute and deliver such instruments of transfer or assignment
prepared by Litton, in each case without recourse, representation or warranty,
as shall be necessary to vest in Litton any Litton Mortgage Loan or REO Property
released pursuant hereto and Litton shall succeed to all the Trustee's right,
title and interest in and to such Mortgage Loan and all security and documents
related thereto. The Master Servicer, the


                                      110

<PAGE>


Trustee and the Securities Administrator shall not be responsible for any
independent calculations or other determinations in connection with the
application of the provisions set forth in this paragraph.

          SECTION 3.13. Release of Mortgage Files

     Upon the payment in full of any Mortgage Loan, or the receipt by a Servicer
of a notification that payment in full will be escrowed in a manner customary
for such purposes, such Servicer will promptly notify the Trustee or the related
Custodian on its behalf by delivering a Request for Release substantially in the
form of Exhibit I. Upon receipt of a copy of such request, the Trustee or the
related Custodian on its behalf shall promptly release the related Mortgage File
to the related Servicer (to the extent the related servicer is Wilshire or
Option One and otherwise may be charged to the Trust Fund), the cost of which
may be charged to such Servicer by the Trustee or the related Custodian on its
behalf, and such Servicer is authorized to cause the removal from the
registration on the MERS System of any such Mortgage if applicable, and the
related Servicer, on behalf of the Trustee shall execute and deliver the request
for reconveyance, deed of reconveyance or release or satisfaction of mortgage or
such instrument releasing the lien of the Mortgage together with the Mortgage
Note with written evidence of cancellation thereon. Expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Mortgagor to the extent permitted by law, and otherwise to the
Trust Fund to the extent such expenses constitute "unanticipated expenses"
within the meaning of Treasury Regulations Section 1.860G-(1)(b)(3)(ii). From
time to time and as shall be appropriate for the servicing or foreclosure of any
Mortgage Loan, including for collection under any policy of flood insurance, any
fidelity bond or errors or omissions policy, or for the purposes of effecting a
partial release of any Mortgaged Property from the lien of the Mortgage or the
making of any corrections to the Mortgage Note or the Mortgage or any of the
other documents included in the Mortgage File, the Trustee or the related
Custodian on its behalf shall, upon delivery to the Trustee or the related
Custodian on its behalf of a Request for Release in the form of Exhibit I signed
by a Servicing Officer, release the Mortgage File to the related Servicer, and
the cost of delivery of the Mortgage File may be charged to such Servicer by the
Trustee or the related Custodian on its behalf. Subject to the further
limitations set forth below, the related Servicer shall cause the Mortgage File
or documents so released to be returned to the Trustee or the related Custodian
on its behalf when the need therefor by such Servicer no longer exists, unless
the Mortgage Loan is liquidated and the proceeds thereof are deposited in the
related Collection Account.

     Each Request for Release may be delivered to the Trustee or the related
Custodian on its behalf (i) via mail or courier, (ii) via facsimile or (iii) by
such other means, including, without limitation, electronic or computer readable
medium, as the related Servicer and the Trustee or the related Custodian on its
behalf shall mutually agree. The Trustee or the related Custodian on its behalf
shall release the related Mortgage File(s) within four Business Days of receipt
of a properly completed Request for Release pursuant to clauses (i), (ii) or
(iii) above. Receipt of a properly completed Request for Release shall be
authorization to the Trustee or the related Custodian on its behalf to release
such Mortgage Files, provided the Trustee or the related Custodian on its behalf
has determined that such Request for Release has been executed, with respect to
clauses (i) or (ii) above, or approved, with respect to clause (iii) above, by
an authorized Servicing Officer of the related Servicer, and so long as the
Trustee or the related Custodian on its behalf complies with its duties and
obligations under this Agreement. If the Trustee or the related Custodian on its
behalf is unable to release the Mortgage Files within the period previously
specified, the Trustee or the related Custodian on its behalf shall immediately
notify the related Servicer indicating the reason for such delay.

     On each day that a Servicer (other than Option One) remits to the Trustee
or the related Custodian on its behalf Requests for Releases pursuant to clauses
(ii) or (iii) above, such Servicer shall also submit


                                      111

<PAGE>

to the Trustee or the related Custodian on its behalf a summary of the total
number of such Requests for Releases requested on such day by the same method as
described in such clauses (ii) and (iii) above.

     If a Servicer at any time seeks to initiate a foreclosure proceeding in
respect of any Mortgaged Property as authorized by this Agreement, such Servicer
may deliver or cause to be delivered to the Trustee, for signature, or execute
any court pleadings, requests for trustee's sale or other documents necessary to
effectuate such foreclosure or any legal action brought to obtain judgment
against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights provided by the
Mortgage Note or the Mortgage or otherwise available at law or in equity.
Notwithstanding the foregoing, the related Servicer shall cause possession of
any Mortgage File or of the documents therein that shall have been released by
the Trustee or the related Custodian on its behalf to be returned to the Trustee
or the related Custodian on its behalf promptly after possession thereof shall
have been released by the Trustee or the related Custodian on its behalf unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the related Collection Account, and
the related Servicer shall have delivered to the Trustee or the related
Custodian on its behalf a Request for Release in the form of Exhibit I or (ii)
the Mortgage File or document shall have been delivered to an attorney or to a
public trustee or other public official as required by law for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property and the related Servicer shall have delivered to the
Trustee or the related Custodian on its behalf an Officer's Certificate of a
Servicing Officer certifying as to the name and address of the Person to which
the Mortgage File or the documents therein were delivered and the purpose or
purposes of such delivery.

     The related Servicer shall not have any liability for and shall be excused
from performance of the Agreement to the extent due to the Trustee's or the
related Custodian's failure to release the related Mortgage File or the
Trustee's or the related Custodian's failure to execute and release documents in
a timely manner, and such amounts shall be Servicing Advances.

          SECTION 3.14. Documents, Records and Funds in Possession of Servicers
to be Held for the Trustee.

     All Mortgage Files and funds collected or held by, or under the control of,
the Servicers in respect of any Mortgage Loans, whether from the collection of
principal and interest payments or from Liquidation Proceeds, including but not
limited to, any funds on deposit in the Collection Accounts, shall be held by
the related Servicer for and on behalf of the Trustee and shall be and remain
the sole and exclusive property of the Trust Fund, subject to the applicable
provisions of this Agreement. The Servicers also agree that they shall not
create, incur or subject any Mortgage File or any funds that are deposited in
the relevant Collection Account, Master Servicer Collection Account, Certificate
Account or in any Escrow Account, or any funds that otherwise are or may become
due or payable to the Trustee, Master Servicer or Securities Administrator for
the benefit of the Certificateholders, to any claim, lien, security interest,
judgment, levy, writ of attachment or other encumbrance, or assert by legal
action or otherwise any claim or right of set off against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Servicers shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to such Servicer under this
Agreement.

          SECTION 3.15. Servicing Compensation


                                      112

<PAGE>

     As compensation for its activities hereunder, each Servicer shall be
entitled to retain or withdraw from the relevant Collection Account out of each
payment or recovery of interest on a Mortgage Loan included in the Trust Fund an
amount equal to interest at the applicable Servicing Fee Rate on the Stated
Principal Balance of the related Mortgage Loan as of the immediately preceding
Distribution Date.

     Additional servicing compensation in the form of any Excess Proceeds, late
payment fees, assumption fees (i.e. fees related to the assumption of a Mortgage
Loan upon the purchase of the related Mortgaged Property) modification fees,
customary real estate referral fees, extension fees and similar fees payable by
the Mortgagor, Prepayment Interest Excess, all income and gain net of any losses
realized from Permitted Investments in the relevant Collection Account, and any
other benefits arising from the Collection Account and Escrow Account maintained
by such Servicer shall be retained by the related Servicer to the extent not
required to be deposited in the relevant Collection Account pursuant to Sections
3.05 or 3.12(a) hereof. Each Servicer shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder and shall
not be entitled to reimbursement therefor except as specifically provided in
this Agreement. In no event shall the Trustee, the Master Servicer or the
Securities Administrator be liable for any Servicing Fee or for any differential
between the Servicing Fee and the amount necessary to induce a successor
servicer to act as successor servicer under this Agreement.

          SECTION 3.16. Access to Certain Documentation

     Each Servicer shall provide to the OTS and the FDIC and to comparable
regulatory authorities supervising Holders of the Certificates and the examiners
and supervisory agents of the OTS, the FDIC and such other authorities, as
applicable, access to the documentation regarding the Mortgage Loans required by
applicable regulations of the OTS and the FDIC. Such access shall be afforded
without charge, but only upon reasonable and prior written request and during
normal business hours at the offices of the related Servicer designated by it
provided, that such Servicer shall be entitled to be reimbursed by each such
Certificateholder for actual expenses incurred by the related Servicer in
providing such reports and access. Nothing in this Section shall limit the
obligation of the Servicers to observe any applicable law prohibiting disclosure
of information regarding the Mortgagors and the failure of such Servicer to
provide access as provided in this Section as a result of such obligation shall
not constitute a breach of this Section. Upon reasonable advance notice to the
applicable Servicer and during regular business hours, the Trustee, the
Securities Administrator and the Master Servicer shall have the right to inspect
and examine the books and records of a Servicer with respect to the Mortgage
Loans.

          SECTION 3.17. Annual Statement as to Compliance

     Not later than (a) (i) with respect to Litton, March 1 (ii) with respect to
Wilshire, March 12 and (iii) with respect to Option One, March 15 of each
calendar year (other than the calendar year during which the Closing Date
occurs) or (b) with respect to any calendar year during which an annual report
on Form 10-K is not required to be filed pursuant to Section 3.20 on behalf of
the Issuing Entity, by April 15 of each calendar year (or if such day is not a
Business Day, the immediately succeeding Business Day), each Servicer shall
deliver to the Master Servicer, the Securities Administrator and the Depositor,
an Officer's Certificate in the form attached hereto as Exhibit U stating, as to
each signatory thereof, that (i) a review of the activities of such Servicer
during the preceding calendar year and of the performance of such Servicer under
this Agreement has been made under such officer's supervision, and (ii) to the
best of such officer's knowledge, based on such review, the such Servicer has
fulfilled all its obligations under this Agreement in all material respects
throughout such year or a portion thereof, or, if there has been a


                                      113

<PAGE>

failure to fulfill any such obligation in any material respect, specifying each
such failure known to such officer and the nature and status thereof. With
respect to any Subservicer that meets the criteria of Item 1108(a)(2)(i) through
(iii) of Regulation AB, the related Servicer shall deliver, on behalf of that
Subservicer, the Officer's Certificate set forth in this Section 3.17 as and
when required with respect to such Subservicer. Copies of such statement shall
be provided by the Securities Administrator to any Certificateholder upon
written request at the Certificateholder's expense, provided such statement has
been delivered by the related Servicer to the Securities Administrator.

          SECTION 3.18. Annual Independent Public Accountants' Servicing
Statement; Financial Statements

          (a) Not later than March 15 of each calendar year (other than the
calendar year during which the Closing Date occurs) or (ii) with respect to any
calendar year during which an annual report on Form 10-K is not required to be
filed pursuant to Section 3.20 on behalf of the Issuing Entity, by April 15 of
each calendar year (or if such day is not a Business Day, the immediately
succeeding Business Day), each Servicer, at its own expense, shall deliver to
the Master Servicer, Securities Administrator and the Depositor an officer's
assessment of its compliance with the 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 be substantially in the form of Exhibit R hereto.

          (b) Not later than March 15 of each calendar year (other than the
calendar year during which the Closing Date occurs) or (ii) with respect to any
calendar year during which an annual report on Form 10-K is not required to be
filed pursuant to Section 3.20 on behalf of the Issuing Entity, April 15 of each
calendar year (or if such day is not a Business Day, the immediately succeeding
Business Day), each Servicer, at its own expense, shall cause a nationally or
regionally recognized firm of independent registered public accountants (who may
also render other services to any Servicer, the Sponsor or any Affiliate
thereof) which is a member of the American Institute of Certified Public
Accountants to furnish a statement to the Securities Administrator, the Master
Servicer and the Depositor that attests to and reports on the Assessment of
Compliance provided by such Servicer pursuant to Section 3.18(a) (the
"Accountant's Attestation"). 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.

          (c) Each Servicer shall deliver on behalf of any Subservicer and each
Subcontractor (unless, in the case of any Subcontractor, the Depositor has
notified the related Servicer, the Master Servicer and the Securities
Administrator in writing that such compliance statement is not required by
Regulation AB) to deliver not later than March 15 of each calendar year (other
than the calendar year during which the Closing Date occurs) with respect to any
calendar year during which the Issuing Entity's annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, to the Securities Administrator, the Master
Servicer and the Depositor an Assessment of Compliance, which assessment shall
be substantially in the form of Exhibit R hereto. Each Servicer shall deliver on
behalf of any Subservicer (other than the calendar year during which the Closing
Date occurs) with respect to any calendar year during which the Issuing Entity's
annual report on Form 10-K is not required to be filed in accordance with the
Exchange Act and the rules and regulations of the Commission, by April 15 of
each calendar year (or, in each case, if such day is not a Business Day, the


                                      114

<PAGE>

immediately succeeding Business Day) to deliver to the Securities Administrator,
the Master Servicer and the Depositor an Assessment of Compliance, which
assessment shall be substantially in the form of Exhibit R hereto.

          (d) Not later than March 15 of each calendar year (other than the
calendar year during which the Closing Date occurs) with respect to any calendar
year during which the Issuing Entity's annual report on Form 10-K is required to
be filed in accordance with the Exchange Act and the rules and regulations of
the Commission, each Servicer shall cause each Subservicer and each
Subcontractor (unless, in the case of any Subcontractor, the Depositor has
notified the Master Servicer and related Servicer in writing that such
compliance statement is not required by Regulation AB) to deliver to the Master
Servicer, the Securities Administrator and the Depositor an Accountant's
Attestation by a registered public accounting firm that attests to, and reports
on, the Assessment of Compliance pursuant to Section 3.18(c) above. Other than
the calendar year during which the Closing Date occurs, with respect to any
calendar year during which the Issuing Entity's annual report on Form 10-K is
not required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, not later than April 15 of each calendar year
(or, in each case, if such day is not a Business Day, the immediately succeeding
Business Day), the related Servicer shall cause each Subservicer to provide for
delivery to the Master Servicer, Securities Administrator and the Depositor an
Accountant's Attestation by a registered public accounting firm that attests to,
and reports on, the Assessment of Compliance pursuant to Section 3.18(c) above.

          (e) Not later than, with respect to any calendar year during which the
Issuing Entity's annual report on Form 10-K is required to be filed in
accordance with the Exchange Act and the rules and regulations of the
Commission, fifteen (15) calendar days before the date on which the Issuing
Entity's annual report on Form 10-K with respect to the transactions
contemplated by this Agreement is required to be filed in accordance with the
Exchange Act and the rules and regulations of the Commission (or, in each case,
if such day is not a Business Day, the immediately preceding Business Day), the
Master Servicer and the Securities Administrator shall deliver to the Depositor
and the Securities Administrator an Assessment of Compliance with regard to the
Servicing Criteria applicable to the Securities Administrator during the
preceding calendar year, which assessment shall be substantially in the form of
Exhibit R hereto (provided however, that the Master Servicer need not provide
such information to the Securities Administrator so long as the Master Servicer
and Securities Administrator are the same Person).

          (f) Not later than, with respect to any calendar year during which the
Issuing Entity's annual report on Form 10K is required to be filed in accordance
with the Exchange Act and the rules and regulations of the Commission, fifteen
(15) calendar days before the date on which the Issuing Entity's annual report
on Form 10-K with respect to the transactions contemplated by this Agreement is
required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission (or, in each case, if such day is not a Business
Day, the immediately preceding Business Day), the Master Servicer and the
Securities Administrator shall deliver to the Depositor and the Securities
Administrator an Accountant's Attestation by a registered public accounting firm
that attests to, and reports on, the Assessment of Compliance pursuant to
Section 3.18(e) above (provided however, that the Master Servicer need not
provide such information to the Securities Administrator so long as the Master
Servicer and Securities Administrator are the same Person).

          (g) Not later than, with respect to any calendar year during which the
Issuing Entity's annual report on Form 10-K is required to be filed in
accordance with the Exchange Act and the


                                      115

<PAGE>

rules and regulations of the Commission, fifteen (15) calendar days before the
date on which the Issuing Entity's annual report on Form 10-K is required to be
filed in accordance with the Exchange Act and the rules and regulations of the
Commission (or, in each case, if such day is not a Business Day, the immediately
preceding Business Day), the Depositor shall cause each Custodian to deliver to
the Depositor, the Master Servicer and the Securities Administrator an
Assessment of Compliance with regard to the Servicing Criteria applicable to
such Custodian during the preceding calendar year, which assessment shall be
substantially in the form of Exhibit R hereto.

          (h) Not later than March 15 (or if such day is not a Business Day, the
immediately succeeding Business Day), of any calendar year (other than the
calendar year during which the Closing Date occurs) during which the Issuing
Entity's annual report on Form 10-K is required to be filed in accordance with
the Exchange Act and the rules and regulations of the Commission, the Depositor
shall cause each Custodian to deliver to the Depositor, the Master Servicer and
the Securities Administrator an Accountant's Attestation by a registered public
accounting firm that attests to, and reports on, the Assessment of Compliance
pursuant to Section 3.18(g) above.

          (i) [Reserved].

          (j) [Reserved].

          (k) The Depositor agrees to cause each Custodian to indemnify and hold
harmless the Trustee, the Master Servicer, the Securities Administrator, the
Depositor and the Servicers and each Person, if any, who "controls" the Trustee,
the Master Servicer, the Securities Administrator, the Depositor or the
Servicers within the meaning of the Securities Act and its officers, directors
and Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses that such Person may sustain arising out of third
party claims based on (i) the failure of such custodian to deliver when required
any information required of it pursuant to Section 3.18 or 3.20 or (ii) any
material misstatement or omission contained in any information provided on its
behalf pursuant to Section 3.18 or 3.20.

          (l) Any statement, report and information, including the Assessments
of Compliance and Accountant's Attestations, delivered to the Securities
Administrator pursuant to Sections 3.17 or 3.18 shall be delivered in
Edgar-compatible form (which may be Word or Excel documents easily convertible
to Edgar format) or in such other form as agreed upon by the Securities
Administrator and the party delivering such statement, report or other
information. Copies of such Assessments of Compliance and Accountant's
Attestations as are filed by the Securities Administrator with the Commission
shall be available on the Securities Administrator's website www.etrustee.net to
any Certificateholder promptly after such reports are filed with the Commission,
provided such statement is delivered to the Securities Administrator. The
initial Assessments of Compliance and Accountant's Attestations required
pursuant to this Section 3.18 shall be delivered to the Master Servicer, the
Securities Administrator, and the Depositor, as applicable, no later than
March 15, 2008, or as otherwise expressly provided herein.

          (m) Each of the parties hereto acknowledges and agrees that the
purpose of this Section 3.18 is to facilitate compliance by the Sponsor and the
Depositor with the provisions of Regulation AB, as such may be amended or
clarified from time to time. Therefore, each of the parties agrees that the
parties' obligations hereunder will be supplemented and modified as necessary to
be consistent with any such amendments, interpretive advice or guidance,
convention or consensus among


                                      116

<PAGE>

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 Sponsor or the Depositor for delivery of
additional or different information as the Sponsor or the Depositor may
determine in good faith is necessary to comply with the provisions of Regulation
AB, provided that such information is available to such party without
unreasonable effort or expense and within such timeframe as may be reasonably
requested. Any such supplementation or modification shall be made in accordance
with Section 10.01 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 3.19. Rights of the NIMs Insurer

     Each of the rights of the NIMs Insurer set forth in this agreement shall
exist so long as the NIM Notes issued pursuant to the Indenture remain
outstanding or the NIMs Insurer is owed amounts in respect of its guarantee of
payment on such NIM notes.

          SECTION 3.20. Periodic Filings

     As set forth on Schedule X hereto, for so long as the Issuing Entity is
subject to the Exchange Act reporting requirements, no later than the end of
business on the 2nd Business Day after the occurrence of an event requiring
disclosure on Form 8K (a "reportable event") (i) the Depositor, the Sponsor, the
Master Servicer, the Securities Administrator, the Trustee or the Servicers
shall have timely notified the Master Servicer and the Securities Administrator
of an item reportable on a Form 8-K (unless such item is specific to the
Securities Administrator, in which case the Securities Administrator will be
deemed to have notice), (ii) the Trustee, the Depositor, the Sponsor, the
Servicer or the Master Servicer shall have delivered to the Master Servicer and
Securities Administrator, all information, data, and exhibits required to be
provided or filed with such Form 8-K in a word format (or other Edgar compatible
form) agreed upon by the Master Servicer, the Securities Administrator and
Depositor, Sponsor, the Master Servicer, the Trustee or the related Servicer and
(iii) the Depositor or the Master Servicer and Securities Administrator, to the
extent the reportable item pertains to such party, shall notify the Master
Servicer thereof by telephone. The Securities Administrator shall not be
responsible for determining what information is required to be filed on a Form
8-K in connection with the transactions contemplated by this Agreement (unless
such information is specific to the Securities Administrator, in which case the
Securities Administrator will be responsible for consulting with the Depositor
and Master Servicer in making such a determination) or what events shall cause a
Form 8-K to be required to be filed (unless such event is specific to the
Securities Administrator, in which case the Securities Administrator will be
responsible for consulting with the Depositor, Master Servicer, Trustee or
related Servicer before causing such Form 8-K to be filed) and shall not be
liable for any late filing of a Form 8-K in the event that it does not receive
all information, data and exhibits required to be provided or filed on or prior
to the second Business Day prior to the applicable filing deadline and with
respect to signatures, by noon, New York City time, on the fourth Business Day
after the reportable event. After preparing the Form 8-K on behalf of the
Depositor, the Securities Administrator shall, if required, forward
electronically a draft copy of the Form 8-K to the Depositor and Master Servicer
for review. No later than one and one-half Business Days after receiving a final
copy of the Form 8-K from the Securities Administrator, a duly authorized
representative of the Master Servicer shall sign the Form 8-K and return an
electronic or fax copy of such signed Form 8-K (with an original executed hard
copy to follow by overnight mail) to the Securities Administrator and the
Securities Administrator shall file such Form 8-K; provided that the Depositor
has notified the Securities Administrator and Master Servicer that it approves
of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on
time or if a previously filed Form 8-K needs to be


                                      117

<PAGE>

amended, the Securities Administrator will follow the procedures set forth in
this Agreement. After filing with the Commission, the Securities Administrator
will, pursuant to this Agreement, make available on its internet website a final
executed copy of each Form 8-K. The Securities Administrator will have no
obligation to prepare, execute or file such Form 8-K or any liability with
respect to any failure to properly prepare, execute or file such Form 8-K
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 8-K within the time frames required by this paragraph, not resulting from
its own negligence, bad faith or willful misconduct.

     Within 15 days after each Distribution Date, the Securities Administrator
shall, on behalf of the Issuing Entity and in accordance with industry
standards, file with the Commission via the Electronic Data Gathering and
Retrieval System (EDGAR), a Form 10-D with a copy of the report to the
Certificateholders for such Distribution Date as an exhibit thereto. Any other
information provided to the Securities Administrator by the Master Servicer, the
Securities Administrator, the Servicers the Trustee or Depositor to be included
in Form 10-D shall be determined and prepared by and at the direction of 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
or receive any additional information on Form 10-D ("Additional Form 10-D
Disclosure") as set forth in the next paragraph.

     As set forth in Schedule Y hereto, within five (5) calendar days after the
related Distribution Date (i) the parties hereto, as applicable, will be
required to provide to the Depositor and the Master Servicer, to the extent
known to such party, any Additional Form 10-D Disclosure (including any breaches
of pool asset representations and warranties or transaction covenants of which
the party has written notice and which has not been included on the monthly
distribution report for the period), if applicable, and (ii) the Depositor, to
the extent it deems necessary, forward to the Securities Administrator in
EDGAR-compatible form (with a copy to the Master Servicer), or in such other
form as otherwise agreed upon by the Securities Administrator and the Depositor,
the form and substance of the Additional Form 10-D Disclosure by the eighth
(8th) calendar day after the Distribution Date. 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.

     After preparing the Form 10-D at the direction of the Depositor, the
Securities Administrator will forward electronically a draft copy of the Form
10-D to the Depositor and the Master Servicer for review by the ninth (9th)
calendar day after the Distribution Date. No later than two (2) business days
after receipt of a final copy after the related Distribution Date, unless the
Master Servicer receives a notice from the Securities Administrator as described
below or a notice from the Depositor that it has discovered a material
deficiency or irregularity with respect to such Form 10-D, a duly authorized
representative of the Master Servicer shall sign the Form 10-D and return an
electronic or fax copy of such Form 10-D (with an original executed hard copy to
follow by overnight mail) to the Securities Administrator and the Securities
Administrator shall file such Form 10-D within two business days. Unless the
Master Servicer shall have received notice from the Securities Administrator to
the contrary, the Securities Administrator will be deemed to have represented to
the Master Servicer that the Monthly Statement has been properly prepared by the
Securities Administrator and the Master Servicer may rely upon the accuracy
thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time
(because of notice from the Securities Administrator per the previous sentence
or otherwise) or if a previously filed Form 10-D needs to be amended, the
Securities Administrator will follow the procedures set forth in this Agreement.
After filing with the Commission, the Securities Administrator will make
available on its internet website a final executed copy of each Form 10-D. The
Securities Administrator will have no liability with respect


                                      118

<PAGE>

to any failure to properly prepare, execute or 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.

     Prior to March 30, 2008 (and, if applicable, prior to the 90th calendar day
after the end of the fiscal year for the Issuing Entity), 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 to the extent they have been delivered to the Securities
Administrator within the applicable time frames set forth in this Agreement, (i)
an annual compliance statement for each Servicer and each Subservicer, as
described in Section 3.17 of the Agreement, (ii)(A) the annual reports on
Assessment of Compliance with Servicing Criteria for each of the Master
Servicer, Securities Administrator, Custodian, Servicer, Subservicer and
Subcontractor (unless the Depositor has determined that such compliance
statement is not required by Regulation AB), as described in Section 3.18 of the
Agreement, and (B) if any Reporting Servicer's report on Assessment of
Compliance with Servicing Criteria described in Section 3.18 identifies any
material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any report on Assessment of Compliance with Servicing
Criteria described in Section 3.18 of the 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, (iii)(A) the registered public
accounting firm attestation report for each of the Master Servicer, Securities
Administrator, Custodian and each Subservicer, as described in Section 3.18 of
the Agreement, and (B) if any registered public accounting firm attestation
report described in the Section 3.18 of the 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 T,
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 determined and prepared by and at the direction of the Depositor
pursuant to the following paragraph and neither the Master Servicer nor the
Securities Administrator will have any duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure, except as
set forth in the next paragraph.

     As set forth in Schedule Z hereto, no later than March 12 of each year that
the Issuing Entity is subject to the Exchange Act reporting requirements,
commencing in 2008, (i) certain parties to the transaction shall be required to
provide to the Depositor and the Securities Administrator, to the extent known,
any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor
shall, to the extent it deems necessary, forward to the Securities Administrator
in EDGAR-compatible form, or in such other form as otherwise agreed upon by the
Securities Administrator and the Depositor, the form and substance of the
Additional Form 10-K Disclosure by March 15. 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.

     After preparing the Form 10-K, the Securities Administrator shall forward
electronically a draft copy of the Form 10-K to the Depositor and the Master
Servicer for review. Upon the request of the Master Servicer, the Depositor
shall confirm that it has reviewed the Form 10-K, that it has been properly
prepared and that the Master Servicer may rely on the accuracy thereof (other
than with respect to any portion of the Form 10-K or any exhibit thereto
provided by the Master Servicer (other than any portion thereof with respect to
which the Master Servicer has relied on the Securities Administrator)). No later


                                      119

<PAGE>

than 5:00p.m. EST on the 3rd Business Day following receipt of a final copy of
the Form 10-K and if requested, the above-described confirmation from the
Depositor, a senior officer of the Master Servicer shall sign the Form 10-K and
return an electronic or fax copy of such signed Form 10-K (with an original
executed hard copy to follow by overnight mail) to the Securities Administrator
and the Securities Administrator shall file such Form 10-K by March 30th. 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
the Agreement. After filing with the Commission, the Securities Administrator
will, pursuant to the Agreement, make available on its internet website a final
executed copy of each Form 10-K. The Securities Administrator shall have no
liability with respect to any failure to properly prepare, execute or file such
Form 10-K 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-K on a timely basis.

     Each Form 10-K shall include a certification (the "Sarbanes-Oxley
Certification") which shall be in the form attached hereto as Exhibit T. The
Master Servicer will cause its senior officer in charge of securitization to
execute the Sarbanes-Oxley Certification required pursuant to Rule 13a -14 under
the Securities Exchange Act of 1934, as amended, and to deliver the original
executed Sarbanes-Oxley Certification to the Securities Administrator by March
20 of each year in which the Issuing Entity is subject to the reporting
requirements of the Exchange Act. In connection therewith, each of the
Securities Administrator and each Servicer, Subservicer and Subcontractor
engaged by such party shall sign a certification (in the form attached hereto as
Exhibit K and Exhibit L, respectively) for the benefit of the Master Servicer
and its officers, directors and Affiliates regarding certain aspects of the
Sarbanes-Oxley Certification. To the extent any information or exhibits required
to be included in the Form 10-K are not timely received by the Securities
Administrator prior to March 30, the Securities Administrator shall, on behalf
of the Issuing Entity, file a Form 12B-25 and one or more amended Form 10-Ks, to
the extent such amendments are accepted pursuant to the Exchange Act, to include
such missing information or exhibits promptly after receipt thereof by the
Securities Administrator.

     On or before January 30, 2008, the Securities Administrator shall, if
legally permissible under applicable regulations and interpretations of the
Commission, on behalf of the Issuing Entity and in accordance with industry
standards, file with the Commission via EDGAR a Form 15 Suspension Notification
with respect to the Issuing Entity, if applicable.

     The Depositor, Master Servicer, Trustee and each Servicer agrees to furnish
promptly to the Securities Administrator, from time to time upon request, such
further information, reports, and financial statements (each in Edgar compatible
format) within its control related to this Agreement and the Mortgage Loans as
is reasonably necessary to prepare and file all necessary reports with the
Commission. 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 8-Ks, Form 10-Ds and Form 10-Ks
required hereunder.

     The Securities Administrator shall not have any responsibility to file any
items (other than those generated by it) that have not been received in a format
suitable (or readily convertible into a format suitable) for electronic filing
via the EDGAR system and shall not have any responsibility to convert any such
items to such format (other than those items generated by it or that are readily
convertible to such format).

     If the Commission issues additional interpretative guidance or promulgates
additional rules or regulations with respect to Regulation AB or otherwise, or
if other changes in applicable law occur, that


                                      120

<PAGE>


would require the reporting arrangements, or the allocation of responsibilities
with respect thereto, described in this Section 3.20, to be conducted
differently than as described, the Depositor, the Master Servicer, the
Securities Administrator, the Servicers, and the Trustee will reasonably
cooperate to amend the provisions of this Section 3.20 in order to comply with
such amended reporting requirements and such amendment of this Section 3.20. Any
such amendment shall be made in accordance with Section 10.01 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. Notwithstanding the foregoing, the Depositor, the Servicers, the
Master Servicer, the Securities Administrator and the Trustee shall not be
obligated to enter into any amendment pursuant to this Section 3.20 that
adversely affects its obligations and immunities under this Agreement.

     The Depositor, the Servicers, the Master Servicer, the Securities
Administrator and the Trustee agree to use their good faith efforts to cooperate
in complying with the requirements of this Section 3.20.

          SECTION 3.21. Indemnification by Securities Administrator

     The Securities Administrator shall indemnify and hold harmless the
Depositor, the Master Servicer, the Servicers, the Trustee and their respective
officers, directors, agents and Affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments and other costs and expenses arising out of or based upon a breach by
the Securities Administrator or any of its officers, directors, agents or
Affiliates of its obligations under Sections 3.18 and 3.20, any material
misstatement or omission in any documents prepared thereunder (to the extent the
Securities Administrator is responsible for providing information or calculating
amounts included in such information), the failure of the Securities
Administrator to deliver when required any Assessment of Compliance or
Accountant's Attestation required of it pursuant to Section 3.18, or the
negligence, bad faith or willful misconduct of the Securities Administrator in
connection therewith. If the indemnification provided for herein is unavailable
or insufficient to hold harmless the indemnified parties, then the Securities
Administrator agrees that it shall contribute to the amount paid or payable by
the indemnified parties as a result of the losses, claims, damages or
liabilities of the indemnified parties in such proportion as is appropriate to
reflect the relative fault of the Securities Administrator on the one hand and
of the indemnified parties on the other.

          SECTION 3.22. Indemnification by Servicers

     Wilshire and Option One shall indemnify and hold harmless the Securities
Administrator, the Trustee, the Master Servicer and the Depositor and their
respective officers, directors, agents and Affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments and other costs and expenses arising out of or based
upon a breach by such Servicer or any of its officers, directors, agents or
Affiliates of its obligations under Sections 3.17, 3.18 and 3.20, any material
misstatement or omission in any documents prepared thereunder (to the extent
such Servicer is responsible for providing information or calculating amounts
included in such information), the failure of such Servicer or any related
Sub-Servicer or Subcontractor to deliver or cause to be delivered when required
any Assessment of Compliance or Accountant's Attestation required of it
pursuant to Section 3.18 or Annual Statement of Compliance required pursuant to
Section 3.17, as applicable, or any material misstatement or omission contained
in any Assessment of Compliance, Accountant's Attestation or Annual Statement
as to Compliance provided on its behalf pursuant to Section 3.18 or 3.17, as
applicable, or the negligence, bad faith or willful misconduct of the related
Servicer in connection therewith.  If the indemnification provided for herein
is unavailable or insufficient to hold harmless the indemnified parties, then
Wilshire or Option One, as applicable, agrees that it shall contribute to the
amount paid or payable by the indemnified parties as a result of the losses,
claims, damages or liabilities of the indemnified parties in such proportion as
is appropriate to reflect the relative fault of such Servicer on the one hand
and the indemnified parties on the other.


                                      121
<PAGE>

     Litton shall indemnify and hold harmless the Securities Administrator,
Trustee, the Master Servicer and the Depositor and their respective officers,
directors and Affiliates from and against any losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments and other costs and expenses arising out of Litton's failure to sign
and deliver any documents required under Sections 3.17, 3.18 and 3.20 within
the time frame provided therein, other than any losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments and other costs and expenses arising out of a breach by the Master
Servicer, the Securities Administrator, the Trustee or the Depositor of its
obligations under this Agreement.  If the indemnification provided for herein
is unavailable or insufficient to hold harmless the Securities Administrator,
Trustee, the Master Servicer and the Depositor and their respective officers,
directors and Affiliates, then Litton shall contribute to the amount paid or
payable by any such party, its officers, directors or Affiliates as a result of
the losses, claims, damages or liabilities of such party, its officers,
directors or Affiliates in such proportion as is appropriate to reflect the
relative fault of such party and its officers, directors and Affiliate on the
one hand and Litton on the other.

          SECTION 3.23. Prepayment Charge Reporting Requirements

     Promptly after each Distribution Date, each Servicer shall provide to the
Depositor and the Master Servicer the following information with regard to each
Mortgage Loan that has prepaid during the related Prepayment Period:

               (i)  loan number;

               (ii) current Mortgage Rate;

               (iii) current principal balance;

               (iv) original principal balance;

               (v)  Prepayment Charge amount due; and

               (vi) Prepayment Charge amount collected.

          SECTION 3.24. Information to the Master Servicer

     Each Servicer shall furnish to the Master Servicer each month in electronic
format (i) the Remittance Report pursuant to Section 4.04(j), (ii) a delinquency
report and (iii) a prepayment report each in such form or forms as the Master
Servicer and the related Servicer have agreed to or may from time to time agree
for the period ending on the last Business Day of the preceding month (and with
respect to prepayments in full, for the period ending on the last day of the
Prepayment Period, respectively for each Servicer, of the month in which such
Remittance Report is to be furnished). The Remittance Report and related
delinquency report shall be delivered to the Master Servicer, with respect to
Option One, on or before the 10th day of each month and, with respect to Litton,
on or before the 12th day of each month (or, respectively for each, if such day
is not a Business Day, the first preceding Business Day); also, with respect to
both Option One and Litton, on or before the 16th day (or if such day is not a
Business Day, the next immediate Business Day), each shall deliver to the Master
Servicer the prepayment report with respect to prepayments in full for the
period beginning on the 1st day of the month and ending on the 15th day of the
month in which such reports are to be furnished. With respect to Wilshire, such
reports described herein will be delivered to the Master Servicer on or before
the 17th day of each month (or if such day is not a Business Day, the next
immediate Business Day).

          SECTION 3.25. Indemnification

          (a) Each Servicer shall indemnify the Sponsor, the Issuing Entity, the
Master Servicer, the Securities Administrator, the Trustee (in its individual
capacity and in its capacity as


                                      122

<PAGE>

trustee), the Depositor and their officers, directors, employees and agents and
hold each of them harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments, and any other costs, fees and expenses that any of such
parties may sustain in any way related to the failure of such Servicer to
perform its duties and service the related Mortgage Loans in compliance with the
terms of this Agreement by reason of negligence (or, in the case of Option One,
gross negligence), willful misfeasance or bad faith in the performance of its
duties or by reason of reckless disregard of obligations and duties hereunder.
Each Servicer immediately shall notify the Sponsor, the Securities
Administrator, the Master Servicer, the Trustee and the Depositor or any other
relevant party if a claim is made by a third party with respect to such party
and this Agreement or the related Mortgage Loans and, if subject to this
indemnification obligation, assume (with the prior written consent of the
indemnified party, which consent shall not be unreasonably withheld or delayed)
the defense of any such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or any of such parties in respect of such
claim. Each Servicer shall provide the Depositor and the Master Servicer with a
written report of all expenses and advances incurred by such Servicer pursuant
to this Section 3.25, and such Servicer shall promptly reimburse itself from the
assets of the Trust Fund in the related Collection Account for all amounts
advanced by it pursuant to the preceding sentence except when the claim in any
way relates to the gross negligence, bad faith or willful misconduct of such
Servicer. The provisions of this paragraph shall survive the termination of this
Agreement and the payment of the outstanding Certificates.

          (b) The Master Servicer shall indemnify the Sponsor, the Issuing
Entity, the Trustee (in its individual capacity and in its capacity as trustee),
the Securities Administrator, the Servicers and the Depositor and their
officers, directors, employees and agents and hold each of them harmless against
any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and any other costs, fees
and expenses that any of such parties may sustain in any way related to the
failure of the Master Servicer to perform its duties and master service the
Mortgage Loans in compliance with the terms of this Agreement by reason of
negligence, willful misfeasance or bad faith on the performance of its duties or
by reason of reckless disregard of its obligations and duties hereunder. The
Master Servicer immediately shall notify the Sponsor, the Trustee, the
Servicers, the Securities Administrator and the Depositor or any other relevant
party if a claim is made by a third party with respect to this Agreement or the
Mortgage Loans, assume (with the prior written consent of the indemnified party,
which consent shall not be unreasonably withheld or delayed) the defense of any
such claim and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or any of such parties in respect of such claim. The Master
Servicer shall follow any written instructions received from the Trustee in
connection with such claim it being understood that the Trustee shall have no
duty to monitor or give instructions with respect to such claims. The Master
Servicer shall provide the Servicers, the Securities Administrator, the Trustee
and the Depositor with a written report of all expenses and advances incurred by
the Master Servicer pursuant to this Section 3.25(b), and the Master Servicer
shall promptly reimburse itself from the assets of the Trust Fund in the Master
Servicer Collection Account for all amounts advanced by it pursuant to the
preceding sentence except when and to the extent a determination has been made
that the claim in any way relates to the gross negligence, bad faith or willful
misconduct of the Master Servicer. The provisions of this paragraph shall
survive the termination of this Agreement and the payment of the outstanding
Certificates.

          (c) The Securities Administrator shall indemnify the Sponsor, the
Issuing Entity, the Trustee, the Servicers, the Master Servicer and the
Depositor and their officers, directors, employees and


                                      123

<PAGE>

agents and hold each of them harmless against any and all claims, losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments, and any other costs, fees and expenses that any of
such parties may sustain in any way related to the failure of the Securities
Administrator to perform its duties in compliance with the terms of this
Agreement by reason of negligence, willful misfeasance or bad faith in the
performance of its duties or by reason of reckless disregard of its obligations
and duties hereunder. The Securities Administrator immediately shall notify the
Sponsor, the Trustee, the Servicers, the Master Servicer and the Depositor or
any other relevant party if a claim is made by a third party with respect to
this Agreement or the Mortgage Loans, assume (with the prior written consent of
the indemnified party, which consent shall not be unreasonably withheld or
delayed) the defense of any such claim and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or any of such parties in
respect of such claim. The Securities Administrator shall follow any written
instructions received from the Trustee in connection with such claim it being
understood that the Trustee shall have no duty to monitor or give instructions
with respect to such claims. The Securities Administrator shall provide the
Trustee, the Servicers, the Master Servicer and the Depositor with a written
report of all expenses and advances incurred by the Securities Administrator
pursuant to this Section 3.25(c), and the Securities Administrator shall
promptly reimburse itself from the assets of the Issuing Entity in the
Certificate Account for all amounts advanced by it pursuant to the preceding
sentence except when and to the extent a determination has been made that the
claim in any way relates to the gross negligence, bad faith or willful
misconduct of the Securities Administrator. The provisions of this paragraph
shall survive the termination of this Agreement and the payment of the
outstanding Certificates.

          SECTION 3.26. Solicitation

     Each of Litton and Option One hereby covenants that neither it nor any
Affiliate of such Servicer will directly solicit any Mortgagor hereunder to
refinance the related Mortgage Loan. For the purposes of the foregoing, neither
the such Servicer nor any Affiliate of such Servicer shall be deemed to directly
solicit any Mortgagor (i) if such Servicer received a request for verification
of mortgage, a request for demand for payoff, a mortgagor initiated written or
verbal communication indicating a desire to prepay or refinance the related
Mortgage Loan or the Mortgagor initiates a title search, or if such Servicer
responds to a request from a Mortgagor regarding a refinancing or if the
Mortgagor receives marketing materials which are generally disseminated or (ii)
in connection with a refinancing of a delinquent Mortgage Loan or if the
Mortgage Loan is Delinquent and such Servicer refers a Mortgagor to a Person for
refinancing or provides a Mortgagor's contact information to such Person. It is
understood that the promotions undertaken by such Servicer or its Affiliates or
agents which are directed to the general public at large, or certain segments
thereof, shall not constitute solicitation as that term is used in this Section
3.26.

     Notwithstanding the foregoing, with respect to any Wilshire Mortgage Loan,
Wilshire and its Affiliates may solicit or refer to a mortgage originator, who
may or may not be an Affiliate of the Depositor or Wilshire, any Mortgagor for
refinancing or otherwise take action to encourage refinancing.

     Notwithstanding the foregoing, with respect to any Option One Mortgage
Loan, Option One may solicit a Mortgagor to refinance the related Mortgage Loan
(1) with respect to fixed rate Mortgage Loans, during a period of sixty (60)
days prior to the later of (a) the expiration of any applicable prepayment
penalty period and (b) the second anniversary of the origination of the related
Mortgage Loan and (2) with respect to adjustable rate Mortgage Loans, during a
period of sixty (60) days prior to the later of (a)


                                      124

<PAGE>

the expiration of any applicable prepayment penalty period and (b) the
expiration of the applicable fixed-rate period.

          SECTION 3.27. High Cost Mortgage Loans

     In the event that a Servicer reasonably determines that a Mortgage Loan may
be a "high cost mortgage loan", "high cost home", "covered", "high cost", "high
risk home", "predatory" or similarly classified loan under any applicable state,
federal or local law, such Servicer may notify the Depositor, the Master
Servicer and the Trustee thereof; such Servicer may terminate its servicing
thereof; and such determination shall be deemed to materially and adversely
affect the interests of the Certificateholders in such Mortgage Loan and the
Transferor with respect to the Wilshire Mortgage Loans, or the Sponsor with
respect to the Litton Mortgage Loans and the Option One Mortgage Loans, in event
the Transferor does not do so, will repurchase the Mortgage Loan within a 30 day
period from the date of the notice in the manner described in Section 2.05.

          SECTION 3.28. Special Servicing Agreements

     Each Servicer may enter into a special servicing advisory agreement with
(i) a holder of (a) the Class R Certificate, (b) the Class C Certificate, (c)
one or more other Class of subordinated certificates issued by the Issuing
Entity and/or (d) a NIM Note and/or (ii) an advisor designated by any of the
foregoing. Pursuant to such agreement, the related Servicer may provide such
holder or advisor, in its capacity as special servicing advisor, with loan-level
information with respect to the Mortgage Loans, and such person may advise such
Servicer with respect to efforts to maximize recoveries with regard to the
Mortgage Loans, including, without limitation, the commencement of foreclosure
proceedings or other actions. The Master Servicer shall have no obligation to
monitor or otherwise have any responsibility with respect to such special
servicing agreements.

          SECTION 3.29. Subordination of Liens

     In connection with any governmental program under which a Mortgagor may
obtain a benefit in the event the related Mortgaged Property is subject to a
disaster provided that the Mortgagor files a covenant or other lien against the
Mortgaged Property and is required to obtain the subordination thereto of the
Mortgage, the Servicer may cause such subordination to be executed and filed
provided that either (i) the related Mortgage Loan is in default or default with
respect to such Mortgage Loan is imminent or (ii) such subordination and
participation in such governmental program will not result in a change in
payment expectations with respect to such Mortgage Loan. For purposes of the
preceding sentence, a change in payment expectations occurs if, as a result of
such subordination and participation in such governmental program, (1) there is
a substantial enhancement of the Mortgagor's capacity to meet the payment
obligations under the Mortgage Loan and that capacity was primarily speculative
prior to such subordination and participation in such governmental program and
is adequate after such subordination and participation in such governmental
program or (2) there is a substantial impairment of the Mortgagor's capacity to
meet the payment obligations under the Mortgage Loan and that capacity was
adequate prior to such subordination and participation in such governmental
program and is primarily speculative after such subordination and participation
in such governmental program. The preceding sentence and clause (ii) of the
second preceding sentence are intended to comply with Treasury Regulations
Section 1.1001-3(e)(4) and shall be interpreted in accordance therewith.


                                      125

<PAGE>

                                   ARTICLE IV

                                  DISTRIBUTIONS

          SECTION 4.01. Advances

          (a) Subject to the conditions of this Article IV, the Servicers, as
required below, shall make an Advance and deposit such Advance in the related
Collection Account. The related Servicer shall use commercially reasonable
efforts to remit each such Advance no later than 2:30 p.m. Eastern Standard
Time, but in any case no later than 4:00 p.m. Eastern Standard Time, on the
Servicer Remittance Date in immediately available funds. Each Servicer shall be
obligated to make any such Advance only to the extent that such advance would
not be a Non-Recoverable Advance. If the related Servicer shall have determined
that it has made a Non-Recoverable Advance or that a proposed Advance or a
lesser portion of such Advance would constitute a Non-Recoverable Advance, the
related Servicer shall deliver (i) to the Master Servicer for the benefit of the
Certificateholders, funds constituting the remaining portion of such Advance, if
applicable, and (ii) to the Depositor, each Rating Agency, the NIMs Insurer and
the Master Servicer an Officer's Certificate setting forth the basis for such
determination. Each Servicer may, in its sole discretion, make an Advance with
respect to the principal portion of the final Scheduled Payment on a Balloon
Loan, but such Servicer is under no obligation to do so; provided, however, that
nothing in this sentence shall affect such Servicer's obligation under this
Section 4.01 to Advance the interest portion of the final Scheduled Payment with
respect to a Balloon Loan as if such Balloon Loan were a fully amortizing
Mortgage Loan. If a Mortgagor does not pay its final Scheduled Payment on a
Balloon Loan when due, the related Servicer shall Advance (unless it determines
in its good faith judgment that such amounts would constitute a Non-Recoverable
Advance) a full month of interest (net of the Servicing Fee) on the Stated
Principal Balance thereof each month until its Stated Principal Balance is
reduced to zero.

     In lieu of making all or a portion of such Advance from its own funds, the
related Servicer may (i) cause to be made an appropriate entry in its records
relating to the related Collection Account that any amount held for future
distribution has been used by such Servicer in discharge of its obligation to
make any such Advance and (ii) transfer such funds from the related Collection
Account to the Master Servicer Collection Account. In addition, each Servicer
shall have the right to reimburse itself for any such Advance from amounts held
from time to time in the related Collection Account to the extent such amounts
are not then required to be distributed. Any funds so applied and transferred
pursuant to the previous two sentences shall be replaced by the related Servicer
by deposit in the related Collection Account no later than the close of business
on the Servicer Remittance Date on which such funds are required to be
distributed pursuant to this Agreement. Each Servicer shall be entitled to be
reimbursed from the related Collection Account for all Advances of its own funds
made pursuant to this Section as provided in Section 3.08. The obligation to
make Advances with respect to any Mortgage Loan shall continue until the earlier
of (i) such Mortgage Loan is paid in full, (ii) the related Mortgaged Property
or related REO Property has been liquidated or until the purchase or repurchase
thereof (or substitution therefor) from the Issuing Entity pursuant to any
applicable provision of this Agreement, except as otherwise provided in this
Section 4.01, (iii) the related Servicer determines in its good faith judgment
that such amounts would constitute a Non-Recoverable Advance as provided in the
preceding paragraph or (iv) the date on which such Mortgage Loan becomes 150
days delinquent as set forth below.

          (b) Notwithstanding anything in this Agreement to the contrary
(including, but not limited to, Sections 3.01 and 4.01(a) hereof), no Advance or
Servicing Advance shall be required to be made hereunder by the related Servicer
(including for the avoidance of doubt, the Master Servicer as


                                      126

<PAGE>

successor servicer) if such Advance or Servicing Advance would, if made,
constitute a Non-Recoverable Advance or a Non-Recoverable Servicing Advance. The
determination by the related Servicer that it has made a Non-Recoverable Advance
or a Non-Recoverable Servicing Advance or that any proposed Advance or Servicing
Advance, if made, would constitute a Non-Recoverable Advance or a
Non-Recoverable Servicing Advance, respectively, shall be evidenced by an
Officer's Certificate of such Servicer delivered to the Depositor and the Master
Servicer. In addition, the related Servicer shall not be required to advance any
Relief Act Shortfalls and shortfalls due to bankruptcy proceedings. Litton will
not make any Advances of principal on REO Properties and is not required to make
any Advances of principal on second lien Mortgage Loans.

          (c) Notwithstanding the foregoing, each Servicer shall not be required
to make any Advances for any Mortgage Loan after such Mortgage Loan becomes 150
days delinquent. Each Servicer shall identify such delinquent Mortgage Loans in
the Servicer Statement referenced in Section 3.24. In addition, the related
Servicer shall provide the Master Servicer with an Officer's Certificate listing
such delinquent Mortgage Loans and certifying that such loans are 150 days or
more delinquent.

          SECTION 4.02. Reduction of Servicing Compensation in Connection with
Prepayment Interest Shortfalls

     In the event that any Mortgage Loan is the subject of a Prepayment Interest
Shortfall resulting from a Principal Prepayment in full, the related Servicer
shall, from amounts in respect of the Servicing Fee for such Distribution Date,
deposit into the related Collection Account, as a reduction of the Servicing Fee
for such Distribution Date, no later than the Servicer Remittance Date
immediately preceding such Distribution Date, an amount up to the Prepayment
Interest Shortfall; provided that the amount so deposited shall not exceed the
Compensating Interest for such Distribution Date. In case of such deposit, such
Servicer shall not be entitled to any recovery or reimbursement from the
Depositor, Master Servicer, the Securities Administrator, the Trustee, the
Issuing Entity or the Certificateholders. With respect to any Distribution Date,
to the extent that the Prepayment Interest Shortfall exceeds Compensating
Interest (such excess, a "Non-Supported Interest Shortfall"), such Non-Supported
Interest Shortfall shall reduce the Current Interest with respect to each Class
of Certificates, pro rata based upon the amount of interest each such Class
would otherwise be entitled to receive on such Distribution Date.
Notwithstanding the foregoing, there shall be no reduction of the Servicing Fee
in connection with Prepayment Interest Shortfalls related to the Relief Act or
bankruptcy proceedings and no Servicer (including for the avoidance of doubt the
Master Servicer as a successor servicer) shall be obligated to pay Compensating
Interest with respect to Prepayment Interest Shortfalls related to the Relief
Act or bankruptcy proceedings.

          SECTION 4.03. Distributions on the REMIC Interests

     On each Distribution Date, amounts on deposit in the Certificate Account
shall be treated for federal income tax purposes as applied to distributions on
the interests in each of the SWAP REMIC and the Lower Tier REMIC in an amount
sufficient to make the distributions on the respective Certificates on such
Distribution Date in accordance with the provisions of Section 4.04.

          SECTION 4.04. Distributions

          (a) [Reserved].


                                      127

<PAGE>

          (b) On each Distribution Date (or on the related Swap Payment Date,
with respect to payments to the Supplemental Interest Trust), the Securities
Administrator shall, to the extent of funds then available, make the following
distributions from funds then available in the Certificate Account, of an amount
equal to the Interest Funds, in the following order of priority:

          (i) to the Class P Certificates, an amount equal to any Prepayment
     Charges received with respect to the Mortgage Loans and all amounts paid by
     the Servicers, the Sponsor or the Transferor in respect of Prepayment
     Charges pursuant to this Agreement or the Transfer Agreement, as
     applicable, and all amounts received in respect of any indemnification paid
     as a result of a Prepayment Charge being unenforceable in breach of the
     representations and warranties set forth in the Sale Agreement or the
     Transfer Agreement for the related Prepayment Period;

          (ii) to the Supplemental Interest Trust, any Net Swap Payments owed to
     the Swap Counterparty;

          (iii) to the Supplemental Interest Trust, any Swap Termination Payment
     owed by the Supplemental Interest Trust to the Swap Counterparty (other
     than any Defaulted Swap Termination Payment);

          (iv) concurrently, to each Class of the Class A Certificates, the
     Current Interest and any Interest Carry Forward Amount with respect to each
     such Class; provided, however, that if Interest Funds are insufficient to
     make a full distribution of the aggregate Current Interest and the
     aggregate Interest Carry Forward Amount to the Class A Certificates,
     Interest Funds will be distributed pro rata among each Class of the Class A
     Certificates based upon the ratio of (x) the Current Interest and Interest
     Carry Forward Amount for each Class of the Class A Certificates to (y) the
     total amount of Current Interest and any Interest Carry Forward Amount for
     the Class A Certificates in the aggregate;

          (v) to the Class M-1 Certificates, the Current Interest for such Class
     and any Interest Carry Forward Amount with respect to such Class;

          (vi) to the Class M-2 Certificates, the Current Interest for such
     Class and any Interest Carry Forward Amount with respect to such Class;

          (vii) to the Class M-3 Certificates, the Current Interest for such
     Class and any Interest Carry Forward Amount with respect to such Class;

          (viii) to the Class M-4 Certificates, the Current Interest for such
     Class and any Interest Carry Forward Amount with respect to such Class;

          (ix) to the Class M-5 Certificates, the Current Interest for such
     Class and any Interest Carry Forward Amount with respect to such Class;

          (x) to the Class M-6 Certificates, the Current Interest for such Class
     and any Interest Carry Forward Amount with respect to such Class;


                                      128

<PAGE>

          (xi) to the Class B-1 Certificates, the Current Interest for each such
     Class and any Interest Carry Forward Amount with respect to each such
     Class;

          (xii) to the Class B-2 Certificates, the Current Interest for each
     such Class and any Interest Carry Forward Amount with respect to each such
     Class;

          (xiii) to the Class B-3 Certificates, the Current Interest for each
     such Class and any Interest Carry Forward Amount with respect to each such
     Class; and

          (xiv) any remainder pursuant to Section 4.04(f) hereof.

     On each Distribution Date, subject to the proviso in (iv) above, Interest
Funds received on the Group One Mortgage Loans will be deemed to be distributed
to the Class R and Class A-1 Certificates and Interest Funds received on the
Group Two Mortgage Loans will be deemed to be distributed to the Class A-2
Certificates, in each case, until the related Current Interest and Interest
Carry Forward Amount of each such Class of Certificates for such Distribution
Date has been paid in full. Thereafter, Interest Funds not required for such
distributions are available to be applied to if necessary, to the Class or
Classes of Certificates that are not related to such group of Mortgage Loans.

          (c) [Reserved]

          (d) On each Distribution Date (or on the related Swap Payment Date,
with respect to payments to the Supplemental Interest Trust), the Securities
Administrator shall, to the extent of funds then available, make the following
distributions from the Certificate Account of an amount equal to the Principal
Distribution Amount in the following order of priority, and each such
distribution shall be made only after all distributions pursuant to Section
4.04(b) above shall have been made until such amount shall have been fully
distributed for such Distribution Date:

          (i) to the Supplemental Interest Trust, any Net Swap Payments owed to
     the Swap Counterparty, to the extent not paid pursuant to Section
     4.04(b)(ii);

          (ii) to the Supplemental Interest Trust, any Swap Termination Payment
     owed by the Supplemental Interest Trust to the Swap Counterparty (other
     than any Defaulted Swap Termination Payment), to the extent not paid
     pursuant to Section 4.04(b)(iii);

          (iii) to the Class A Certificates, the Class A Principal Distribution
     Amount shall be distributed as follows:

               (A) the Group One Principal Distribution Amount will be
          distributed as follows: (A) first, to the Class R Certificate, until
          the Certificate Principal Balance of such Class has been reduced to
          zero and (B) second, to the Class A-1 Certificates, until the
          Certificate Principal Balance of such Class has been reduced to zero;

               (B) the Group Two Principal Distribution Amount will be
          distributed as follows: sequentially, to the Class A-2A Certificates
          until the Certificate Principal Balance thereof has been reduced to
          zero, then to the Class A-2B Certificates until the Certificate
          Principal Balance thereof has been reduced to zero, then to the Class
          A-2C Certificates until the Certificate Principal Balance thereof has
          been reduced to zero and


                                      129

<PAGE>

          then to the Class A-2D Certificates until the Certificate Principal
          Balance thereof has been reduced to zero; provided, however, that on
          and after the Distribution Date on which the aggregate Certificate
          Principal Balance of the Class M, Class B and Class C Certificates has
          been reduced to zero, any principal distributions allocated to the
          Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates are
          required to be allocated pro rata, among such Classes, based on their
          respective Certificate Principal Balances, until their Certificate
          Principal Balances have been reduced to zero;

          (iv) sequentially, to the Class M-1 Certificates, the Class M-2
     Certificates and the Class M-3 Certificates, in that order, until the
     Certificate Principal Balance of each such Class has been reduced to zero,
     an amount equal to the Class M-1/M-2/M-3 Principal Distribution Amount;

          (v) to the Class M-4 Certificates, the Class M-4 Principal
     Distribution Amount;

          (vi) to the Class M-5 Certificates, the Class M-5 Principal
     Distribution Amount;

          (vii) to the Class M-6 Certificates, the Class M-6 Principal
     Distribution Amount;

          (viii) to the Class B-1 Certificates, the Class B-1 Principal
     Distribution Amount;

          (ix) to the Class B-2 Certificates, the Class B-2 Principal
     Distribution Amount;

          (x) to the Class B-3 Certificates, the Class B-3 Principal
     Distribution Amount; and

          (xi) any remainder pursuant to Section 4.04(f) hereof.

          (e) [Reserved]

          (f) On each Distribution Date, the Securities Administrator shall, to
the extent of funds then available, make the following distributions up to the
following amounts from the Certificate Account of the remainders pursuant to
Section 4.04(b)(xiv) and (d)(xi) hereof and each such distribution shall be made
only after all distributions pursuant to Sections 4.04(b) and (d) above shall
have been made until such remainders shall have been fully distributed for such
Distribution Date:

          (i) to the Class A Certificates, any funds owed, in the same manner
     and in the same order of priority, as set forth in accordance with Section
     4.04(b)(iv), to the extent not paid pursuant to Section 4.04(b)(iv);

          (ii) to the Subordinate Certificates, any amounts due as described in
     the same order of priority as set forth in Section 4.04(b)(v) through
     4.04(b)(xiii) to the extent unpaid from Interest Funds;

          (iii) for distribution as part of the Principal Distribution Amount,
     the Extra Principal Distribution Amount;

          (iv) to the Class M-1 Certificates, any Unpaid Realized Loss Amount
     for such Class;

          (v) to the Class M-2 Certificates, any Unpaid Realized Loss Amount for
     such Class;


                                      130

<PAGE>

          (vi) to the Class M-3 Certificates, any Unpaid Realized Loss Amount
     for such Class;

          (vii) to the Class M-4 Certificates, any Unpaid Realized Loss Amount
     for such Class;

          (viii) to the Class M-5 Certificates, any Unpaid Realized Loss Amount
     for such Class;

          (ix) to the Class M-6 Certificates, any Unpaid Realized Loss Amount
     for such Class;

          (x) to the Class B-1 Certificates, any Unpaid Realized Loss Amount for
     such Class;

          (xi) to the Class B-2 Certificates, any Unpaid Realized Loss Amount
     for such Class;

          (xii) to the Class B-3 Certificates, any Unpaid Realized Loss Amount
     for such Class;

          (xiii) to the Class A, Class M and Class B Certificates, on a pro rata
     basis, based upon outstanding Floating Rate Certificate Carryover for each
     such Class, the Floating Rate Certificate Carryover for each such Class;
     and

          (xiv) the remainder pursuant to Section 4.04(g) hereof.

          (g) on each Distribution Date (or on the related Swap Payment Date,
with respect to payments to the Supplemental Interest Trust), the Securities
Administrator shall allocate the remainders pursuant to Section 4.04(f)(xiv) as
follows:

          (i) to the Supplemental Interest Trust, any Defaulted Swap Termination
     Payment;

          (ii) to the Class C Certificates in the following order of priority,
     (I) the Class C Current Interest, (II) the Class C Interest Carry Forward
     Amount, (III) as principal on the Class C Certificate until the Certificate
     Principal Balance of the Class C Certificates has been reduced to zero and
     (IV) the Class C Unpaid Realized Loss Amount; and

          (iii) the remainder pursuant to Section 4.04(h) hereof.

          (h) On each Distribution Date, the Securities Administrator shall
allocate the remainder pursuant to Section 4.04(g)(iii) hereof (i) to the
Securities Administrator to reimburse amounts or pay indemnification amounts
owing to the Master Servicer and the Securities Administrator from the Issuing
Entity pursuant to Section 6.03 and (ii) to the Class R Certificate and such
distributions shall be made only after all preceding distributions shall have
been made until such remainder shall have been fully distributed.

          (i) On each Distribution Date, after giving effect to distributions on
such Distribution Date, the Securities Administrator shall allocate the Applied
Realized Loss Amount for the Certificates to reduce the Certificate Principal
Balances of the Class C Certificates and the Subordinate Certificates in the
following order of priority:


                                      131

<PAGE>

          (i) to the Class C Certificates, until the Class C Certificate
     Principal Balance is reduced to zero;

          (ii) to the Class B-3 Certificates until the Class B-3 Certificate
     Principal Balance is reduced to zero;

          (iii) to the Class B-2 Certificates until the Class B-2 Certificate
     Principal Balance is reduced to zero;

          (iv) to the Class B-1 Certificates until the Class B-1 Certificate
     Principal Balance is reduced to zero;

          (v) to the Class M-6 Certificates until the Class M-6 Certificate
     Principal Balance is reduced to zero;

          (vi) to the Class M-5 Certificates until the Class M-5 Certificate
     Principal Balance is reduced to zero;

          (vii) to the Class M-4 Certificates until the Class M-4 Certificate
     Principal Balance is reduced to zero;

          (viii) to the Class M-3 Certificates until the Class M-3 Certificate
     Principal Balance is reduced to zero;

          (ix) to the Class M-2 Certificates until the Class M-2 Certificate
     Principal Balance is reduced to zero; and

          (x) to the Class M-1 Certificates until the Class M-1 Certificate
     Principal Balance is reduced to zero.

          (j) Subject to Section 9.02 hereof respecting the final distribution,
on each Distribution Date the Securities Administrator shall make distributions
to each Certificateholder of record on the preceding Record Date either by wire
transfer in immediately available funds to the account of such holder at a bank
or other entity having appropriate facilities therefor, if such Holder has so
notified the Securities Administrator at least five (5) Business Days prior to
the related Record Date or, if not, by check mailed by first class mail to such
Certificateholder at the address of such holder appearing in the Certificate
Register. Notwithstanding the foregoing, but subject to Section 9.02 hereof
respecting the final distribution, distributions with respect to Certificates
registered in the name of a Depository shall be made to such Depository in
immediately available funds.

     In accordance with this Agreement, each Servicer shall prepare and deliver
an electronic report in form and substance mutually agreed to by the related
Servicer and the Master Servicer (the "Remittance Report") to the Master
Servicer (or by such other means as the Servicers and the Master Servicer may
agree from time to time) containing such data and information as to permit the
Securities Administrator to prepare the Monthly Statement to Certificateholders
and make the required distributions for the related Distribution Date. The
Securities Administrator will prepare the Monthly Statement based solely upon
the information received by it from the Master Servicer, the Servicers, the Cap
Counterparty and the Swap Counterparty. Neither the Securities Administrator nor
the Master Servicer shall be obligated to


                                      132

<PAGE>

verify, recompute, reconcile or recalculate any such information or data
provided by any Servicer and, with respect to the Securities Administrator, by
the Master Servicer, the Swap Counterparty and the Cap Counterparty and shall be
entitled to rely conclusively on such information provided by such parties
pursuant to this Agreement and shall have no liability for any errors in such
information. The Master Servicer will prepare (based solely on the information
and data provided to it by the Servicers) and deliver to the Securities
Administrator an electronic report to the Securities Administrator (by such
means and at such times as the Securities Administrator and the Master Servicer
may agree from time to time) containing such data and information sufficient to
permit the Securities Administrator to prepare the Monthly Statement to
Certificateholders.

     The Trustee shall promptly notify the NIMs Insurer of any proceeding or the
institution of any action, of which a Responsible Officer of the Trustee has
actual knowledge, seeking the avoidance as a preferential transfer under
applicable bankruptcy, insolvency, receivership or similar law (a "Preference
Claim") of any distribution made with respect to the Class C Certificates or the
Class P Certificates. Each Holder of the Class C Certificates or the Class P
Certificates, by its purchase of such Certificates and the Trustee hereby agree
that the NIMs Insurer may at any time during the continuation of any proceeding
relating to a Preference Claim direct all matters relating to such Preference
Claim, including, without limitation, (i) the direction of any appeal of any
order relating to such Preference Claim and (ii) the posting of any surety,
supersedes or performance bond pending any such appeal. In addition and without
limitation of the foregoing, the NIMs Insurer shall be subrogated to the rights
of the Trustee and each Holder of the Class C Certificates and the Class P
Certificates in the conduct of any such Preference Claim, including, without
limitation, all rights of any party to an adversary proceeding action with
respect to any court order issued in connection with any such Preference Claim;
provided, however, that the NIMs Insurer will not have any rights with respect
to any Preference Claim set forth in this paragraph unless the indenture trustee
with respect to the NIM Notes or the holder of any NIMs Notes has been required
to relinquish a distribution made on the Class C Certificates, the Class P
Certificates or the NIM Notes, as applicable, and the NIMs Insurer made a
payment in respect of such relinquished amount.

          (k) The Securities Administrator is hereby directed by the Depositor
to execute the Corridor Contracts on behalf of the Issuing Entity in the form
presented to it by the Depositor and shall have no responsibility for the
contents of such Corridor Contracts, including, without limitation, the
representations and warranties contained therein. Any funds payable by the
Securities Administrator under the Corridor Contracts at closing shall be paid
by the Depositor. Notwithstanding anything to the contrary contained herein or
in any Corridor Contract, except as set forth in each Corridor Contract, the
Trust shall not be required to make any payments to the counterparty under any
Corridor Contract. Any payments received under the terms of the related Corridor
Contract will be available to pay the holders of the related Class A-1, Class
A-2, Class M and Class B Certificates up to the amount of any Floating Rate
Certificate Carryovers remaining after all other distributions required under
this Section 4.04 are made on such Distribution Date, other than Floating Rate
Certificate Carryovers attributable to the fact that Applied Realized Loss
Amounts are not allocated to the Class A Certificates. Any amounts (excluding
collateral posted pursuant to a credit support annex) received under the terms
of any Corridor Contract on a Distribution Date that are not used to pay such
Floating Rate Certificate Carryovers will be distributed to the holders of the
Class C Certificates. Payments in respect of such Floating Rate Certificate
Carryovers from proceeds of a Corridor Contract shall be paid to the related
Classes of Class A-1, Class A-2, Class M and Class B Certificates, pro rata
based upon such Floating Rate Certificate Carryovers for each such Class of
Class A-1, Class A-2, Class M and Class B Certificates. Amounts received on the
Class A-1 Corridor Contract will only be available to make payments on the Class
A-1 Certificates, amounts received on the Class A-2 Corridor Contract will only
be available to make payments on the


                                      133

<PAGE>

Class A-2 Certificates, amounts received on the Subordinate Certificate Corridor
Contract will only be available to make payments on the Subordinate
Certificates.

          (i) The Securities Administrator shall establish and maintain, for the
     benefit of the Issuing Entity and the Certificateholders, the Corridor
     Contract Account. On or prior to the related Corridor Contract Termination
     Date, amounts, if any, received by the Securities Administrator for the
     benefit of the Issuing Entity in respect of the related Corridor Contract
     shall be deposited by the Securities Administrator into the Corridor
     Contract Account and will be used to pay Floating Rate Certificate
     Carryovers on the related Class A-1, Class A-2, Class M and Class B
     Certificates to the extent provided in the immediately preceding paragraph.
     With respect to any Distribution Date on or prior to the Corridor Contract
     Termination Date, the amount, if any, payable by the Cap Contract
     Counterparty under the related Corridor Contract will equal the product of
     (i) the excess of (x) One-Month LIBOR (as determined by the Cap Contract
     Counterparty and subject to a cap equal to the rate with respect to such
     Distribution Date as shown under the heading "1ML Upper Collar" in the
     schedule to the related Corridor Contract), over (y) the rate with respect
     to such Distribution Date as shown under the heading "1ML Strike Lower
     Collar" in the schedule to the related Corridor Contract, (ii) an amount
     equal to the lesser of (x) the related Corridor Contract Notional Balance
     for such Distribution Date and (y) the outstanding Certificate Principal
     Balance of the related Classes of Certificates and (iii) the number of days
     in such Accrual Period, divided by 360. If a payment is made to the Issuing
     Entity under a Corridor Contract and the Securities Administrator is
     required to distribute excess amounts to the holders of the Class C
     Certificates as described above, information regarding such distribution
     will be included in the monthly statement made available on the Securities
     Administrator's website pursuant to Section 4.05 hereof.

          (ii) Amounts on deposit in the Corridor Contract Account will remain
     uninvested pending distribution to Certificateholders.

          (iii) Each Corridor Contract is scheduled to remain in effect until
     the related Corridor Contract Termination Date and will be subject to early
     termination only in limited circumstances. Such circumstances include
     certain insolvency or bankruptcy events in relation to the Cap Contract
     Counterparty to make a payment due under the related Corridor Contract, the
     termination of the Trust Fund and the related Corridor Contract becoming
     illegal or subject to certain kinds of taxation and certain other Events of
     Default and Termination Events (as further detailed in the related Corridor
     Contract).

          (iv) On the Closing Date, the Cap Contract Counterparty and the
     Securities Administrator (which is hereby authorized and directed to enter
     into such credit support annex) will enter into a credit support annex in
     relation to the Corridor Contracts, which annex is intended to protect the
     Issuing Entity from certain ratings downgrades that might hinder the
     ability of the Cap Contract Counterparty to continue its obligations under
     the Corridor Contracts.

          Pursuant to and in accordance with the terms and provisions of the
     Corridor Contracts, the Cap Contract Counterparty may be required to post
     additional collateral in connection with its obligations under the Corridor
     Contracts. In connection with the foregoing, the Securities Administrator
     shall establish a Corridor Posted Collateral Account on the Closing Date.


                                      134

<PAGE>

          To the extent that the Cap Contract Counterparty remits any Posted
     Collateral to the Securities Administrator under the Corridor Contracts,
     the Securities Administrator shall, upon receipt of the Posted Collateral,
     deposit the Posted Collateral into the Corridor Posted Collateral Account
     and shall hold, release and disburse such collateral in accordance with the
     terms and provisions of the Corridor Contracts. Where a termination event
     occurs with respect to the Cap Contract Counterparty under the Corridor
     Contracts, or where the Cap Contract Counterparty fulfills certain
     obligations to the Issuing Entity such as finding a replacement cap
     contract counterparty or a guarantor that meets the criteria described in
     the Corridor Contracts, the Securities Administrator shall make payments
     from the Corridor Posted Collateral Account in accordance with the
     provisions of the Corridor Contract. Amounts held in the Corridor Posted
     Collateral Account will not be part of the Trust Fund and will not be
     available for distribution to any Certificateholders, except to the extent
     distributed to the Corridor Contract Account pursuant to the Corridor
     Contracts. Any funds held in the Corridor Posted Collateral Account shall
     be invested by the Securities Administrator in Permitted Investments in
     accordance with the instructions of the Cap Contract Counterparty. Absent
     receipt by the Securities Administrator of written instructions from the
     Cap Contract Counterparty, such funds shall remain uninvested. Any earnings
     shall be remitted to the Cap Contract Counterparty in accordance with the
     Corridor Contracts.

          (l) On the Closing Date, the Supplemental Interest Trust shall be
established and maintained pursuant to this Agreement, as a separate trust, the
corpus of which shall be held by the Supplemental Interest Trust Trustee for the
benefit of the holders of the Certificates as a segregated subtrust of the Trust
Fund. The Supplemental Interest Trust shall be an Eligible Account, and funds
deposited therein shall be held separate and apart from, and shall not be
commingled with, any other moneys, including, without limitation, other moneys
of the Supplemental Interest Trust Trustee held pursuant to this Agreement. In
no event shall any funds deposited in the Supplemental Interest Trust be
credited to or made available to any other account of the Trust Fund. The
records of the Securities Administrator shall at all times reflect that the
Supplemental Interest Trust is a subtrust of the Trust Fund, the assets of which
are segregated from other assets of the Trust Fund.

     The Supplemental Interest Trust Trustee is hereby directed by the Depositor
to execute the Swap Agreement and the Cap Contract on behalf of the Supplemental
Interest Trust in the forms presented to it by the Depositor and shall have no
responsibility for the contents of such Swap Agreement and Cap Contract,
including, without limitation, the representations and warranties contained
therein. The Supplemental Interest Trust Trustee shall have all of the rights
and protections of the Trustee hereunder.

     The Supplemental Interest Trust Trustee shall use reasonable efforts to
enforce all of the rights of the Supplemental Interest Trust and exercise any
remedies under the Swap Agreement or Cap Contract and, in the event the Swap
Agreement is terminated as a result of the designation by either party thereto
of an Early Termination Date (as defined in the Swap Agreement), find a
replacement counterparty to enter into a replacement swap agreement utilizing
the amounts of the net Swap Termination Payments received.

     For each Distribution Date, through and including the Distribution Date in
March 2012, the Securities Administrator on behalf of the Supplemental Interest
Trust Trustee shall, based on the Significance Estimate (which shall be provided
to the Securities Administrator on behalf of the Supplemental Interest Trust
Trustee by the Depositor within five (5) Business Days prior to the Distribution
Date), calculate the Significance Percentage of each of the Swap Agreement and
the Cap Contract. If on any such Distribution Date, the Significance Percentage
is equal to or greater than 9%, the


                                      135

<PAGE>

Securities Administrator shall promptly notify the Depositor and the Depositor,
on behalf of the Supplemental Interest Trust Trustee, shall obtain the financial
information required to be delivered by the Swap Counterparty or the Cap
Contract Counterparty, as applicable, pursuant to the terms of the Swap
Agreement or the Cap Contract, respectively. If, on any succeeding Distribution
Date through and including the Distribution Date in March 2012, the Significance
Percentage is equal to or greater than 10%, the Supplemental Interest Trust
Trustee shall promptly notify the Depositor and the Depositor shall, within five
(5) Business Days of such Distribution Date, deliver to the Securities
Administrator the financial information provided to it by the Swap Counterparty
or Cap Contract Counterparty, as applicable, in Edgar-compatible format for
inclusion in the Form 10-D relating to such Distribution Date.

     Any Swap Termination Payment received by the Supplemental Interest Trust
Trustee from the Swap Counterparty shall be deposited in the Swap Account and
shall be used to make any upfront payment required under a replacement swap
agreement and any upfront payment received from the counterparty to a
replacement swap agreement shall be used to pay any Swap Termination Payment
owed to the Swap Counterparty.

     Notwithstanding anything contained herein, in the event that a replacement
swap agreement cannot be obtained within thirty (30) days after receipt by the
Supplemental Interest Trust Trustee of the Swap Termination Payment paid by the
terminated Swap Counterparty, the Supplemental Interest Trust Trustee shall
deposit such Swap Termination Payment into a separate, segregated non-interest
bearing subtrust established by the Supplemental Interest Trust Trustee and the
Supplemental Interest Trust Trustee shall, on each Distribution Date following
receipt of such Swap Termination Payment, withdraw from such subtrust, an amount
equal to the Net Swap Payment, if any, that would have been paid to the
Supplemental Interest Trust by the original Swap Counterparty (computed in
accordance with the original Swap Agreement) and distribute such amount in
accordance with Section 4.04(l)(i)-(viii) of this Agreement. Any such subtrust
shall not be an asset of any REMIC. Any amounts remaining in such subtrust shall
be distributed to the holders of the Class C Certificates on the Distribution
Date following the earlier of (i) the termination of the Trust Fund pursuant to
Section 9.01 and (ii) March 2012.

     On any Distribution Date (or in the case of any Net Swap Payments, on the
related Swap Payment Date), any Swap Termination Payments or Net Swap Payments
owed to the Swap Counterparty will be paid out of and any Net Swap Payments or
Swap Termination Payments received from the Swap Counterparty will be deposited
into the Swap Account and any Cap Payments received from the Cap Contract
Counterparty will be deposited into the Cap Contract Account (each account
within the Supplemental Interest Trust). The Supplemental Interest Trust will
not be an asset of any REMIC. Funds in the Swap Account and the Cap Contract
Account within the Supplemental Interest Trust shall be distributed in the
following order of priority by the Supplemental Interest Trust Trustee
(provided, however, amounts relating to Cap Payments on deposit in the Cap
Contract Account will not be used to make any portion of the payments in
paragraphs (i), (ii) and (ix) below):

          (i) to the Swap Counterparty, all Net Swap Payments, if any, owed to
     the Swap Counterparty for such Distribution Date;

          (ii) to the Swap Counterparty, any Swap Termination Payment, other
     than a Defaulted Swap Termination Payment, if any, owed to the Swap
     Counterparty;


                                      136

<PAGE>

          (iii) to each Class of the Class A Certificates, on a pro rata basis,
     any Current Interest and any Interest Carry Forward Amount with respect to
     such Class to the extent unpaid from Interest Funds and Principal Funds;

          (iv) sequentially, to the Class M-1 Certificates, the Class M-2
     Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the
     Class M-5 Certificates, the Class M-6 Certificates, the Class B-1
     Certificates, the Class B-2 Certificates and the Class B-3 Certificates, in
     that order, any Current Interest for such Class to the extent unpaid from
     Interest Funds and Principal Funds;

          (v) sequentially, to the Class M-1 Certificates, the Class M-2
     Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the
     Class M-5 Certificates, the Class M-6 Certificates, the Class B-1
     Certificates, the Class B-2 Certificates and the Class B-3 Certificates, in
     that order, any Interest Carry Forward with respect to such Class to the
     extent unpaid from Interest Funds and Principal Funds;

          (vi) to the Class A, Class R, Class M and Class B Certificates, to pay
     principal as described and in the same manner and order of priority as set
     forth in Sections 4.04(d)(iii) through 4.04(d)(x) in order to restore
     levels of the Overcollateralization Amount, and after giving effect to
     distributions from the Principal Distribution Amount for each such Class;

          (vii) sequentially, to the Class M-1 Certificates, the Class M-2
     Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the
     Class M-5 Certificates, the Class M-6 Certificates, the Class B-1
     Certificates, the Class B-2 Certificates, the Class B-3 Certificates, in
     that order, any Unpaid Realized Loss Amount for such Class to the extent
     unpaid from Interest Funds and Principal Funds;

          (viii) to the Class A, Class R, Class M and Class B Certificates, on a
     pro rata basis, any Floating Rate Certificate Carryover to the extent not
     paid based on the amount of such unpaid Floating Rate Certificate
     Carryover;

          (ix) to the Swap Counterparty, any Defaulted Swap Termination Payment
     owed to the Swap Counterparty to the extent not already paid; and

          (x) to the Class C Certificates any remaining amount.

     Notwithstanding the foregoing, however, after giving effect to proposed
distributions on any Distribution Date, the sum of the cumulative amounts
distributed pursuant to clause (vi) above and the cumulative amounts distributed
pursuant to clause (vii) above shall be limited to the aggregate amount of
cumulative Realized Losses incurred from the Cut-off Date through the last day
of the related Prepayment Period.

     Upon termination of the Trust Fund, any amounts remaining in the Swap
Account within the Supplemental Interest Trust shall be distributed pursuant to
the priorities set forth in this Section 4.04(l).

     With respect to the failure of the Swap Counterparty to perform any of its
obligations under the Swap Agreement, the breach by the Swap Counterparty of any
of its representations and warranties made pursuant to the Swap Agreement, or
the termination of the Swap Agreement, the Supplemental Interest


                                      137

<PAGE>

Trust Trustee shall send any notices and make any demands required hereunder (to
the extent that a Responsible Officer of the Supplemental Interest Trust Trustee
has actual knowledge or written notice of any such failure, breach or
termination).

     On the Closing Date, the Swap Counterparty and the Supplemental Interest
Trust Trustee (which is hereby authorized and directed to enter into such credit
support annex) will enter into a credit support annex in relation to the Swap
Agreement, which annex is intended to protect the Supplemental Interest Trust
from certain ratings downgrades that might hinder the ability of the Swap
Counterparty to continue its obligations under the Swap Agreement.

     Pursuant to and in accordance with the terms and provisions of the Swap
Agreement, the Swap Counterparty may be required to post additional collateral
in connection with its obligations under the Swap Agreement. In connection with
the foregoing, on the Closing Date, the Supplemental Interest Trust Trustee
shall establish and maintain a Swap Posted Collateral Account.

     To the extent that the Swap Counterparty remits any Posted Collateral to
the Supplemental Interest Trust Trustee under the Swap Agreement, the
Supplemental Interest Trust Trustee shall, upon receipt of the Posted
Collateral, deposit the Posted Collateral into the Swap Posted Collateral
Account and shall hold, release and disburse such collateral in accordance with
the terms and provisions of the Swap Agreement. Where a termination event occurs
with respect to the Swap Counterparty under the Swap Agreement, or where the
Swap Counterparty fulfills certain obligations to the Supplemental Interest
Trust such as finding a replacement swap counterparty or a guarantor that meets
established criteria of the Rating Agencies, the Supplemental Interest Trust
Trustee shall make payments from the Swap Posted Collateral Account in
accordance with the provisions of the Swap Agreement. Amounts held in the Swap
Posted Collateral Account will not be part of the Trust Fund and will not be
available for distribution to any Certificateholders, except to the extent
distributed to the Swap Account pursuant to the Swap Agreement. Any funds held
in the Swap Posted Collateral Account shall be invested by the Supplemental
Interest Trust Trustee in Permitted Investments in accordance with the written
instructions of the Swap Counterparty. Absent receipt by the Supplemental
Interest Trust Trustee of written instructions from the Swap Counterparty, such
funds shall remain uninvested. Any earnings shall be remitted to the Swap
Counterparty in accordance with the Swap Agreement.

     On the Closing Date, the Cap Contract Counterparty and the Supplemental
Interest Trust Trustee (which is hereby authorized and directed to enter into
such credit support annex) will enter into a credit support annex in relation to
the Cap Contract, which annex is intended to protect the Supplemental Interest
Trust from certain ratings downgrades that might hinder the ability of the Cap
Contract Counterparty to continue its obligations under the Cap Contract.

     Pursuant to and in accordance with the terms and provisions of the Cap
Contract, the Cap Contract Counterparty may be required to post additional
collateral in connection with its obligations under the Swap Agreement. In
connection with the foregoing, the Supplemental Interest Trust Trustee shall
establish a Cap Posted Collateral Account on the Closing Date.

     To the extent that the Cap Contract Counterparty remits any Posted
Collateral to the Supplemental Interest Trust Trustee under the Cap Contract,
the Supplemental Interest Trust Trustee shall, upon receipt of the Posted
Collateral, deposit the Posted Collateral into the Cap Posted Collateral Account
and shall hold, release and disburse such collateral in accordance with the
terms and provisions of the Cap Contract. Where a termination event occurs with
respect to the Cap Contract Counterparty


                                      138

<PAGE>

under the Cap Contract, or where the Cap Contract Counterparty fulfills certain
obligations to the Supplemental Interest Trust such as finding a replacement cap
contract counterparty or a guarantor that meets established criteria of the
Rating Agencies, the Supplemental Interest Trust Trustee shall make payments
from the Cap Posted Collateral Account to the Cap Contract Counterparty in
accordance with the provisions of the Cap Contract. Amounts held in the Cap
Posted Collateral Account will not be part of the Trust Fund and will not be
available for distribution to any Certificateholders, except to the extent
distributed to the Cap Contract Account pursuant to the Cap Contract. Any funds
held in the Cap Posted Collateral Account shall be invested by the Supplemental
Interest Trust Trustee in Permitted Investments in accordance with the
instructions of the Cap Contract Counterparty. Absent receipt by the
Supplemental Interest Trust Trustee of written instructions from the Cap
Contract Counterparty, such funds shall remain uninvested. Any earnings shall be
remitted to the Cap Contract Counterparty in accordance with the Cap Contract.

          SECTION 4.05. Monthly Statements to Certificateholders

          (a) Not later than each Distribution Date, the Securities
Administrator shall prepare and make available on its website located at
www.etrustee.net to each Holder of a Class of Certificates of the Trust Fund,
the Servicers, the Master Servicer, the Trustee, the Rating Agencies, the Cap
Contract Counterparty, the Swap Counterparty and the Depositor a statement
setting forth for the Certificates the following information; provided, however,
that with respect to any calendar year during which an annual report on Form
10-K is not required to be filed with the Commission on behalf of the Issuing
Entity, information set forth in Items (xxiv) through (xxxiii) below are not
required to be included in such statement during any calendar year:

          (i) the amount of the related distribution to Holders of each Class
     allocable to principal, separately identifying (A) the aggregate amount of
     any Principal Prepayments included therein, (B) the aggregate of all
     scheduled payments of principal included therein, (C) the Extra Principal
     Distribution Amount, if any, and (D) the aggregate amount of Prepayment
     Charges, if any;

          (ii) the amount of such distribution to Holders of each Class
     allocable to interest, together with any Non-Supported Interest Shortfalls
     allocated to each Class;

          (iii) any interest Carryforward Amount for each Class of the Class A,
     Class M and Class B Certificates;

          (iv) the Class Certificate Principal Balance of each Class after
     giving effect (i) to all distributions allocable to principal on such
     Distribution Date and (ii) the allocation of any Applied Realized Loss
     Amounts for such Distribution Date;

          (v) the Pool Stated Principal Balance for such Distribution Date;

          (vi) the amount of the Servicing Fee paid to or retained by each
     Servicer and any amounts constituting reimbursement or indemnification of
     each Servicer or Trustee;

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

          (viii) the amount of Advances included in the distribution on such
     Distribution Date;


                                      139

<PAGE>

          (ix) the cumulative amount of (A) Realized Losses and (B) Applied
     Realized Loss Amounts to date, in the aggregate and with respect to the
     Group One Mortgage Loans and Group Two Mortgage Loans;

          (x) the amount of (A) Realized Losses and (B) Applied Realized Loss
     Amounts with respect to such Distribution Date, in the aggregate and with
     respect to the Group One Mortgage Loans and Group Two Mortgage Loans;

          (xi) the number and aggregate principal amounts of Mortgage Loans (A)
     Delinquent (exclusive of Mortgage Loans in foreclosure) (1) 31 to 60 days,
     (2) 61 to 90 days and (3) 91 or more days, and (B) in foreclosure and
     Delinquent (1) 31 to 60 days, (2) 61 to 90 days and (3) 91 or more days, in
     each case as of the close of business on the last day of the calendar month
     preceding such Distribution Date, in the aggregate and with respect to the
     Group One Mortgage Loans and Group Two Mortgage Loans in accordance with
     the OTS methodology for reporting delinquencies;

          (xii) with respect to any Mortgage Loans that became a REO Property
     during the preceding calendar month, the loan number and Stated Principal
     Balance of such Mortgage Loan as of the close of business on the last day
     of the calendar month preceding such Distribution Date, in the aggregate
     and with respect to the Group One Mortgage Loans and Group Two Mortgage
     Loans;

          (xiii) the total number and principal balance of any REO Properties as
     of the close of business on the last day of the calendar month preceding
     such Distribution Date, in the aggregate and with respect to the Group One
     Mortgage Loans and Group Two Mortgage Loans;

          (xiv) the aggregate Stated Principal Balance of all loans that became
     Liquidated Loans as of such Distribution Date calculated as of the
     preceding Distribution Date, in the aggregate and with respect to the Group
     One Mortgage Loans and Group Two Mortgage Loans;

          (xv) whether a Stepdown Trigger Event has occurred and is in effect;

          (xvi) with respect to each Class of Certificates, any Interest Carry
     Forward Amount with respect to such Distribution Date for each such Class,
     any Interest Carry Forward Amount paid for each such Class and any
     remaining Interest Carry Forward Amount for each such Class;

          (xvii) the number and Stated Principal Balance (as of the preceding
     Distribution Date) of any Mortgage Loans which were purchased or
     repurchased during the preceding Prepayment Period and since the Cut-off
     Date;

          (xviii) the number of Mortgage Loans for which Prepayment Charges were
     received applicable to the related Prepayment Period and, for each such
     Mortgage Loan, the amount of Prepayment Charges received applicable to the
     related Prepayment Period and in the aggregate of such amounts for all such
     Mortgage Loans since the Cut-off Date;

          (xix) the amount and purpose of any withdrawal from the Collection
     Accounts pursuant to Section 3.08(a)(viii);


                                      140

<PAGE>

          (xx) the amount of any payments to each Class of Certificates that are
     treated as payments received in respect of a REMIC "regular interest" or
     REMIC "residual interest" and the amount of any payments to each Class of
     Certificates that are not treated as payments received in respect of a
     REMIC "regular interest" or REMIC "residual interest";

          (xxi) as of each Distribution Date, the amount, if any, to be
     deposited in the Corridor Contract Account pursuant to the related Corridor
     Contract as described in Section 4.04(k) and the amount thereof to be paid
     to the Class A-1 Certificates, the Class A-2 Certificates, the Subordinate
     Certificates and the Class C Certificates described in Section 4.04(k)
     hereof;

          (xxii) as of each Distribution Date, the amount, if any, to be
     deposited in the Supplemental Interest Trust pursuant to the Cap Contract
     as described in Section 4.04(l) and the amount thereof to be paid to the
     Certificates;

          (xxiii) as of each Distribution Date, the amount, if any, to be
     deposited in the Supplemental Interest Trust pursuant to the Swap Agreement
     as described in Section 4.04(l) and the amount thereof to be paid to the
     Certificates;

          (xxiv) any Floating Rate Certificate Carryover paid and all Floating
     Rate Certificate Carryover remaining on each Class of the Class A, Class M
     and Class B Certificates on such Distribution Date;

          (xxv) the number of Mortgage Loans with respect to which (i) a
     reduction in the Mortgage Rate has occurred or (ii) the related borrower's
     obligation to repay interest on a monthly basis has been suspended or
     reduced pursuant to the Relief Act; and the amount of interest not required
     to be paid with respect to any such Mortgage Loans during the related Due
     Period as a result of such reductions in the aggregate and with respect to
     the Group One Mortgage Loans and the Group Two Mortgage Loans;

          (xxvi) with respect to each Class of Certificates, the amount of any
     Non-Supported Interest Shortfalls on such Distribution Date;

          (xxvii) the number and amount of pool assets at the beginning and
     ending of each period, and updated pool composition information;

          (xxviii) any material changes to methodology regarding calculations of
     delinquencies and charge-offs;

          (xxix) information on the amount of any Servicing Advances made or
     reimbursed during the period;

          (xxx) any material modifications, extensions or waivers to pool asset
     terms, fees, penalties or payments during the distribution period or that
     have cumulatively become material over time;

          (xxxi) material breaches of pool asset representations or warranties
     or transaction covenants;


                                      141

<PAGE>

          (xxxii) information on ratio, coverage or other tests used for
     determining any early amortization, liquidation or other performance
     trigger and whether the trigger was met; and

          (xxxiii) information regarding any pool asset changes (other than in
     connection with a pool asset converting into cash in accordance with its
     terms), such as pool asset substitutions and repurchases (and purchase
     rates, if applicable), and cash flows available for future purchases, such
     as the balances of any prefunding or revolving accounts, if applicable.

          (b) The Securities Administrator will make the Monthly Statement (and,
at its option, any additional files containing the same information in an
alternative format) available each month to Certificateholders, the Cap Contract
Counterparty, the Swap Counterparty, other parties to this Agreement and any
other interested parties via the Securities Administrator's Internet website.
The Securities Administrator's Internet website shall initially be located at
"www.etrustee.net". Assistance in using the website can be obtained by calling
the Securities Administrator (Attention: John Chozen, who may be reached
directly at (312) 992-1816). Parties that are unable to use the website are
entitled to have a paper copy mailed to them via first class mail by calling the
customer service desk and indicating such. The Securities Administrator shall
have the right to change the way the monthly statements to Certificateholders
are distributed in order to make such distribution more convenient and/or more
accessible to the above parties and the Securities Administrator shall provide
timely and adequate notification to all above parties regarding any such
changes.

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

     The Securities Administrator's responsibility for making the above
information available to the Certificateholders is limited to the availability,
timeliness and accuracy of the information derived from the Master Servicer,
Servicers and, if applicable, the Depositor and the Swap Counterparty, to the
extent the Servicers, Depositor and Swap Counterparty are required to provide
such information under this Agreement.

     As a condition to access the Securities Administrator's internet website,
the Securities Administrator may require registration and the acceptance of a
disclaimer. The Securities Administrator will not be liable for the
dissemination of information in accordance with this Agreement.

          (c) If so requested in writing within a reasonable period of time
after the end of each calendar year, the Securities Administrator shall make
available on its website or cause to be furnished to each Person who at any time
during the calendar year was a Certificateholder of record, a statement
containing the information set forth in clauses (a)(i) and (a)(ii) of this
Section 4.05 aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the
Securities Administrator shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Securities
Administrator pursuant to any requirements of the Code as are from time to time
in effect.

          (d) Upon filing with the Internal Revenue Service, the Securities
Administrator shall furnish to the Holders of the Class R Certificate each Form
1066Q and shall respond promptly to written


                                      142

<PAGE>

requests made not more frequently than quarterly by any Holder of Class R
Certificate with respect to the following matters:

          (i) The original projected principal and interest cash flows on the
     Closing Date on each Class of regular and residual interests created
     hereunder and on the Mortgage Loans, based on the Prepayment Assumption;

          (ii) The projected remaining principal and interest cash flows as of
     the end of any calendar quarter with respect to each Class of regular and
     residual interests created hereunder and the Mortgage Loans, based on the
     Prepayment Assumption;

          (iii) The Prepayment Assumption and any interest rate assumptions used
     in determining the projected principal and interest cash flows described
     above;

          (iv) The original issue discount (or, in the case of the Mortgage
     Loans, market discount) or premium accrued or amortized through the end of
     such calendar quarter with respect to each Class of regular or residual
     interests created hereunder and to the Mortgage Loans, together with each
     constant yield to maturity used in computing the same;

          (v) The treatment of losses realized with respect to the Mortgage
     Loans or the regular interests created hereunder, including the timing and
     amount of any cancellation of indebtedness income of the REMICs with
     respect to such regular interests or bad debt deductions claimed with
     respect to the Mortgage Loans;

          (vi) The amount and timing of any non-interest expenses of the REMICs;
     and

          (vii) Any taxes (including penalties and interest) imposed on the
     REMICs, including, without limitation, taxes on "prohibited transactions,"
     "contributions" or "net income from foreclosure property" or state or local
     income or franchise taxes.

     The information pursuant to clauses (i), (ii), (iii) and (iv) above shall
be provided by the Depositor pursuant to Section 8.12.

                                   ARTICLE V

                                THE CERTIFICATES

          SECTION 5.01. The Certificates

     The Certificates shall be substantially in the forms attached hereto as
exhibits. The Certificates shall be issuable in registered form, in the minimum
dollar denominations, integral dollar multiples in excess thereof (except that
one Certificate of each Class may be issued in a different amount which must be
in excess of the applicable minimum dollar denomination) and aggregate dollar
denominations as set forth in the following table:


                                      143

<PAGE>

<TABLE>
<CAPTION>
           Minimum     Integral Multiples in   Original Certificate
Class   Denomination     Excess of Minimum       Principal Balance
-----   ------------   ---------------------   --------------------
<S>     <C>            <C>                     <C>
A-1      $25,000.00            $1.00               $431,956,000
A-2A     $25,000.00            $1.00               $304,815,000
A-2B     $25,000.00            $1.00               $ 62,167,000
A-2C     $25,000.00            $1.00               $ 93,112,000
A-2D     $25,000.00            $1.00               $ 28,805,000
M-1      $25,000.00            $1.00               $ 50,349,000
M-2      $25,000.00            $1.00               $ 44,889,000
M-3      $25,000.00            $1.00               $ 27,906,000
M-4      $25,000.00            $1.00               $ 22,445,000
M-5      $25,000.00            $1.00               $ 21,231,000
M-6      $25,000.00            $1.00               $ 20,625,000
B-1      $25,000.00            $1.00               $ 19,411,000
B-2      $25,000.00            $1.00               $ 18,198,000
B-3      $25,000.00            $1.00               $ 15,772,000
R        $   100.00              N/A               $     100.00
C                (1)              (1)                       100%
P                (2)              (2)                        (2)
</TABLE>

----------
(1)  The Class C Certificates shall not have minimum dollar denominations as the
     Certificate Principal Balance thereof shall vary over time as described
     herein and shall be issued in a minimum percentage interest of 25% and an
     aggregate percentage interest of 100%.

(2)  The Class P Certificates shall not have minimum dollar denominations or
     Certificate Principal Balances and shall be issued in a minimum percentage
     interest of 100%.

     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 Trust Fund, 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.

     The Certificates sold in offshore transactions in reliance on Regulation S
shall be issued initially in the form of one or more permanent global
certificates in definitive, fully registered form without interest coupons with
the applicable legends set forth in Exhibit A hereto added to the form of each
such Certificate (each, a "Regulation S Book-Entry Certificate"), which shall be
deposited on behalf of the Holders of such Certificates represented thereby with
the Securities Administrator, as custodian for DTC and registered in the name of
a nominee of DTC, duly executed and authenticated by the Securities
Administrator and the Authenticating Agent as hereinafter provided. The
aggregate principal amounts of the Regulation S Book-Entry Certificates may from
time to time be increased or decreased by adjustments


                                      144

<PAGE>

made on the records of the Securities Administrator or DTC or its nominee, as
the case may be, as hereinafter provided.

     The Certificates sold in reliance on Rule 144A shall be issued initially in
the form of one or more permanent global certificates in definitive, fully
registered form without interest coupons with the applicable legends set forth
in Exhibit A hereto added to the form of each such Certificate (each, a "Rule
144A Book-Entry Certificate"), which shall be deposited on behalf of the Holders
of such Certificates represented thereby with the Securities Administrator, as
custodian for DTC and registered in the name of a nominee of DTC, duly executed
and authenticated by the Securities Administrator and the Authenticating Agent
as hereinafter provided. The aggregate principal amounts of the Rule 144A
Book-Entry Certificates may from time to time be increased or decreased by
adjustments made on the records of the Securities Administrator or DTC or its
nominee, as the case may be, as hereinafter provided.

          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 Issuing Entity 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 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 a Securities Administrator in accordance
with such Securities Administrator's customary procedures.

     No Transfer of a Class C or Class P 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 C or Class P Certificate by Merrill
Lynch & Co. or, in connection


                                      145

<PAGE>

with a transfer of a Class C or Class P Certificate to the indenture trustee
under an Indenture pursuant to which NIM Notes are issued, whether or not such
notes are guaranteed by the NIMs Insurer) each certify to the Securities
Administrator in writing the facts surrounding the Transfer in substantially the
form set forth in Exhibit F (the "Transferor Certificate") and (i) deliver a
letter in substantially the form of either Exhibit G (the "Investment Letter")
or Exhibit H (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, the Securities Administrator or the Trustee.
The Depositor shall provide to any Holder of a Class C or Class P 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 C or Class P Certificate desiring to effect such Transfer
shall, and does hereby agree to, indemnify the Depositor, the Securities
Administrator and the Trustee 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.

     By acceptance of a Regulation S Global Security, whether upon original
issuance or subsequent transfer, each Holder of such a Certificate acknowledges
the restrictions on the transfer of such Certificate set forth thereon and
agrees that it will only transfer such a Certificate as provided herein. In
addition, each Holder of a Regulation S Global Security shall be deemed to have
represented and warranted to the Depositor, the Securities Administrator and any
of their respective successors that: (i) such Person is not a "U.S. person"
within the meaning of Regulation S and was, at the time the buy order was
originated, outside the United States and (ii) such Person understands that such
Certificates have not been registered under the Securities Act and that (x)
until the expiration of the 40-day distribution compliance period (within the
meaning of Regulation S), no offer, sale, pledge or other transfer of such
Certificates or any interest therein shall be made in the United States or to or
for the account or benefit of a U.S. person (each as defined in Regulation S),
(y) if in the future it decides to offer, resell, pledge or otherwise transfer
such Certificates, such Certificates may be offered, resold, pledged or
otherwise transferred only (A) to a person which the seller reasonably believes
is a "qualified institutional buyer" as defined in Rule 144A under the
Securities Act, that is purchasing such Certificates for its own account or for
the account of a qualified institutional buyer to which notice is given that the
transfer is being made in reliance on Rule 144A or (B) in an offshore
transaction (as defined in Regulation S) in compliance with the provisions of
Regulation S, in each case in compliance with the requirements of this
Agreement; and it will notify such transferee of the transfer restrictions
specified in this Section.

     No transfer of a Certificate that is neither an ERISA Restricted
Certificate nor a Class R Certificate shall be registered unless the transferee
provides the Securities Administrator with a representation that either (i) such
transferee is not, and is not acting for, on behalf of or with any assets of, an
employee benefit plan or other arrangement subject to Title I of ERISA or plan
subject to Section 4975 of the Code, or (ii) until the termination of the Swap
Agreement and the Cap Contract, the acquisition and holding of the Certificate
will not constitute or result in a non-exempt prohibited transaction under Title
I of ERISA or Section 4975 of the Code.


                                      146

<PAGE>

     No transfer of an ERISA Restricted Certificate or a Class R Certificate
shall 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"), and is
not directly or indirectly acquiring the ERISA Restricted Certificate or the
Class R Certificate by, on behalf of, or with any assets of any such plan
(collectively, "Plan"), or (B) solely in the case of ERISA Restricted
Certificates, (I) if the Certificate has been the subject of an ERISA-Qualifying
Underwriting, a representation to the effect that such transferee is an
insurance company that is acquiring the Certificate with assets of 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 an ERISA Restricted Certificate that is a Definitive
Certificate, an Opinion of Counsel satisfactory to the Securities Administrator,
and upon which the Securities Administrator and the NIMs Insurer 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 Trustee, the Master Servicer, the Securities
Administrator, the Servicers, the NIMs Insurer 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 Trustee, the Master Servicer,
the Securities Administrator, the Servicers, the NIMs Insurer or the Depositor.

     Except in the case of a Definitive Certificate, the representations set
forth in the two immediately preceding paragraphs of this Subsection 5.02(a),
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 a Certificate (or the acceptance by a Certificate Owner of the
beneficial interest in any Certificate).

     Notwithstanding any other provision herein to the contrary, any purported
transfer of a 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 Certificate that is in
fact not permitted by this Section 5.02(a), nor shall 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 Securities Administrator shall be entitled, but not obligated,
to recover from any Holder of any Certificate that was in fact a Plan and that
held such Certificate in violation of this Section 5.02(a) all payments made on
such 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.

          (b) Each Person who has or who acquires any Ownership Interest in a
Class 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 R
Certificate are expressly subject to the following provisions:


                                      147

<PAGE>

          (i) Each Person holding or acquiring any Ownership Interest in a Class
     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.

          (ii) No Ownership Interest in a Class R Certificate may be purchased,
     transferred or sold, directly or indirectly, except in accordance with the
     provisions hereof. No Ownership Interest in a Class R Certificate may be
     registered on the Closing Date or thereafter transferred, and the
     Securities Administrator shall not register the Transfer of any Class R
     Certificate unless, in addition to the certificates required to be
     delivered to the Securities Administrator under subparagraph (a) above, the
     Securities Administrator shall have been furnished with an affidavit (a
     "Transfer Affidavit") of the initial owner or the proposed transferee in
     the form attached hereto as Exhibit E-1 and an affidavit 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 R Certificate,
     declaration (11) in Appendix A of the Transfer Affidavit 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 Transfer Affidavit
     be used, then the requirements of this Section 5.02(b)(ii) shall not have
     been satisfied unless the Transfer Affidavit includes such other form of
     declaration.

          (iii) Each Person holding or acquiring any Ownership Interest in a
     Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any
     other Person to whom such Person attempts to Transfer its Ownership
     Interest in a Class R Certificate, (B) to obtain a Transfer Affidavit from
     any Person for whom such Person is acting as nominee, trustee or agent in
     connection with any Transfer of a Class R Certificate and (C) not to
     Transfer its Ownership Interest in a Class R Certificate or to cause the
     Transfer of an Ownership Interest in a Class 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 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 R Certificate in violation of the provisions of this Section
     5.02(b) 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 R Certificate in violation of the provisions of this Section
     5.02(b), 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 R Certificate. The Securities Administrator shall be
     under no liability to any Person for any registration of Transfer of a
     Class R Certificate that is in fact not permitted by Section 5.02(a) 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 Transfer Affidavit. The Securities
     Administrator shall be entitled but not obligated to recover from any
     Holder of a Class 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 R
     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.


                                      148

<PAGE>

          (v) At the option of the Holder of the Class R Certificate, the Class
     SWR Interest, the Class LTR Interest and the residual interest in the Upper
     Tier REMIC may be severed and represented by separate certificates (with
     the separate certificate that represents the Residual Interest also
     representing all rights of the Class R Certificate to distributions
     attributable to an interest rate on the Class R Certificate in excess of
     the REMIC Pass-Through Rate); provided, however, that such separate
     certification may not occur until the Securities Administrator receives an
     Opinion of Counsel to the effect that separate certification in the form
     and manner proposed would not result in the imposition of federal tax upon
     the Trust Fund or any of the REMICs provided for herein or cause any of the
     REMICs provided for herein to fail to qualify as a REMIC; and provided
     further, that the provisions of Sections 5.02(a) and (b) will apply to each
     such separate certificate as if the separate certificate were a Class R
     Certificate. If, as evidenced by an Opinion of Counsel, it is necessary to
     preserve the REMIC status of any of the REMICs provided for herein, the
     Class SWR Interest, the Class LTR Interest and the residual interest in the
     Upper Tier REMIC shall be severed and represented by separate certificates
     (with the separate certificate that represents the Residual Interest also
     representing all rights of the Class R Certificate to distributions
     attributable to an interest rate on the Class R Certificate in excess of
     the REMIC Pass-Through Rate).

     The restrictions on Transfers of a Class R Certificate set forth in this
Section 5.02(b) shall cease to apply (and the applicable portions of the legend
on a Class 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 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 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 R Certificate that is held by a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.

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

          (d) [Reserved].

          (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, the Securities Administrator or the Trustee.

          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 and
the Trustee such security or indemnity as 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


                                      149

<PAGE>

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 and
its counsel) 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 NIMs Insurer, the Trustee, the Securities Administrator and any agent
of the NIMs Insurer, the Securities Administrator or the Trustee 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 none of the NIMs Insurer,
the Trustee, or the Securities Administrator, nor any agent of the NIMs Insurer,
the Trustee, or 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 NIMs
Insurer or 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 NIMs Insurer or the
Depositor or such Certificateholders at such recipients' expense the most recent
list of the Certificateholders of the Issuing Entity 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 Class C, Class P and Class R Certificates shall be definitive
certificates. 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;


                                      150

<PAGE>

          (b) the Depositor, the Securities Administrator, the NIMs Insurer and
the Trustee 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 and the Trustee 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.

     In the event that Definitive Certificates are issued pursuant to Section
5.08, clauses (a) through (g) of this Section 5.06 shall continue to be
applicable with respect to all remaining Book-Entry 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 and the
Trustee 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 and the Trustee 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


                                      151

<PAGE>

qualified successor, (b) the Depositor notifies the Securities Administrator 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, the
Trustee and the 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 and the NIMs Insurer, 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 Authenticating Agent 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 135 South LaSalle Street,
Suite 1511, Chicago, Illinois 60603, Attention: Global Securities and Trust
Services MLMI 2007-HE2 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.

          SECTION 5.10. Authenticating Agents

          (a) One or more Authenticating Agents (each, an "Authenticating
Agent") may be appointed hereunder each of which shall be authorized to act on
behalf of the Securities Administrator in authenticating the Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Securities Administrator's certificate of authentication,
such reference shall be deemed to include authentication on behalf of the
Securities Administrator by an Authenticating Agent and a certificate of
authentication executed on behalf of the Securities Administrator by an
Authenticating Agent. Each Authenticating Agent must be an entity organized and
doing business under the laws of the United States of America or any state
thereof, having a combined capital and surplus of at least $15,000,000,
authorized under such laws to operate a trust business and subject to
supervision or examination by federal or state authorities. If the
Authenticating Agent is a party other than the Securities Administrator, the
Securities Administrator shall have no liability in connection with the
performance or failure of performance of the Authenticating Agent. LaSalle Bank
National Association is hereby appointed as the initial Authenticating Agent.
The Securities Administrator shall be the Authenticating Agent during any such
time as no other Authenticating Agent has been appointed and has not resigned.


                                      152

<PAGE>

          (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which any Authenticating Agent shall be a
party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the
Securities Administrator or the Authenticating Agent.

          (c) Any Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Securities Administrator
and the Depositor. Except with respect to the initial Authenticating Agent,
LaSalle Bank National Association, which shall be the Authenticating Agent for
so long as it is the Securities Administrator may at any time terminate the
agency of any Authenticating Agent by giving written notice of termination to
such Authenticating Agent and the Depositor. Upon receiving a notice of
resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance within the
provisions of this Section 5.10, the Securities Administrator may appoint a
successor Authenticating Agent, shall give written notice of such appointment to
the Depositor and shall mail notice of such appointment to all Holders of
Certificates. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 5.10. No
Authenticating Agent shall have responsibility or liability for any action taken
by it as such at the direction of the Trustee.

                                   ARTICLE VI

      THE DEPOSITOR, THE MASTER SERVICER, THE SERVICERS AND THE SECURITIES
                                 ADMINISTRATOR

          SECTION 6.01. Respective Liabilities of the Depositor, the Master
Servicer, the Servicers and the Securities Administrator

     The Depositor, the Master Servicer, the Servicers and the Securities
Administrator shall each be liable in accordance herewith only to the extent of
the obligations specifically and respectively imposed upon and undertaken by
them herein.

          SECTION 6.02. Merger or Consolidation of the Depositor, the Master
Servicer, the Servicers or the Securities Administrator

     Except as provided in the next paragraph, the Depositor, the Master
Servicer, the Servicers and the Securities Administrator will each keep in full
effect its existence, rights and franchises as a corporation, limited
partnership or banking association under the laws of the United States or under
the laws of one of the States thereof and will each 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, or any of the Mortgage Loans and to perform
its respective duties under this Agreement.

     Any Person into which the Depositor, the Master Servicer, the Servicers or
the Securities Administrator may be merged or consolidated, or any Person
resulting from any merger or consolidation


                                      153

<PAGE>

to which the Depositor, the Master Servicer, the Servicers or the Securities
Administrator shall be a party, or any Person succeeding to the business of the
Depositor, the Master Servicer, the Servicers or the Securities Administrator,
shall be the successor of the Depositor, the Master Servicer, the Servicers or
the Securities Administrator, as the case may be, hereunder, 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 (except for the
execution of an assumption agreement where such succession is not effected by
operation of law); provided, however, that the successor or surviving Person to
the Servicer shall be qualified to sell mortgage loans to, and to service
mortgage loans on behalf of, Fannie Mae or Freddie Mac.

          SECTION 6.03. Limitation on Liability of the Depositor, the Securities
Administrator, the Master Servicer, the Servicers and Others

     None of the Depositor, the Master Servicer, the Servicers or the Securities
Administrator nor any of the directors, officers, employees or agents of the
Depositor, the Master Servicer, the Servicers or the Securities Administrators
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 for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Master Servicer, the
Servicers, the Securities Administrator or any such Person against any breach of
representations or warranties made by it herein or protect the Depositor, the
Master Servicer, the Servicers, the Securities Administrator 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 its duties or by
reason of reckless disregard of obligations and duties hereunder. The Depositor,
the Master Servicer, the Servicers or the Securities Administrator and any
director, officer, employee or agent of the Depositor, the Master Servicer, the
Servicers or the Securities Administrator 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, the Master Servicer, the
Servicers, the Securities Administrator and any director, officer, employee or
agent of the Depositor, the Master Servicer, the Servicers or the Securities
Administrator 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 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 hereunder or
by reason of reckless disregard of obligations and duties hereunder or (ii)
which does not constitute an "unanticipated expense" within the meaning of
Treasury Regulation Section 1.860G-1(b)(3)(ii). None of the Depositor, the
Master Servicer, the Servicers nor the Securities Administrator 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 any of the
Depositor, the Master Servicer, the Servicers or the Securities Administrator in
its discretion may undertake any such action that it may deem necessary or
desirable in respect of this Agreement and the rights and duties of the parties
hereto and the interests of the Trustee and 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 Depositor, the Master Servicer, the Servicers and the Securities
Administrator shall be entitled to be reimbursed therefor out of the Certificate
Account as provided by Section 3.08 hereof.

     The provisions of this Section 6.03 shall survive any termination of this
Agreement and the resignation or removal of the Depositor, the Master Servicer,
the Securities Administrator or a Servicer,


                                      154

<PAGE>

as applicable, and shall be construed to include, but not be limited to any
loss, liability or expense under any environmental law.

     Notwithstanding anything herein to the contrary, in preparing or furnishing
any reports or certifications pursuant to this Agreement, the Master Servicer,
the Securities Administrator and each Servicer 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.

     In addition, the Master Servicer and the Securities Administrator shall be
entitled to be reimbursed out of the Master Servicer Collection Account and
Certificate Account respectively for all reasonable out-of-pocket expenses,
disbursements and advances incurred or made by the Master Servicer or Securities
Administrator on behalf of the Issuing Entity in accordance with any of the
provisions of this Agreement (including, without limitation: (A) the reasonable
compensation and the expenses and disbursements of its counsel, but only for
representation of each of the Master Servicer or Securities Administrator acting
in its capacity as Master Servicer or Securities Administrator hereunder,
respectively, and (B) to the extent that the Securities Administrator must
engage persons not regularly in its employ to perform acts or services on behalf
of the Issuing Entity, which acts or services are not in the ordinary course of
the duties of a securities administrator, in the absence of a breach or default
by any party hereto, the reasonable compensation, expenses and disbursements of
such persons), except any such compensation, expense, disbursement or advance
that either (i) arises from its negligence, bad faith or willful misconduct or
(ii) does not constitute an "unanticipated expense" within the meaning of
Treasury Regulations Section 1.860G-1(b)(3)(ii).

     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 Issuing Entity might incur as a result of such
course of action by reason of the condition of the Mortgage Properties but shall
give notice to the Trustee if it has notice of such potential liabilities.

     The Master Servicer shall not be liable for any act or omission of the
Trustee, the Securities Administrator, the Depositor or the Servicers.

     The Master Servicer may perform any of its duties hereunder or exercise its
rights hereunder either directly or through Affiliates, agents or attorneys.

          SECTION 6.04. Limitation on Resignation of a Servicer

     Subject to the provisions of Section 7.01, the second paragraph of Section
7.02, the second paragraph of Section 6.02 and the following paragraph of this
Section 6.04, no Servicer shall resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of any Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee, the NIMs Insurer and the Master Servicer. No
such resignation shall become effective until the Master Servicer or a successor
servicer reasonably acceptable to the NIMs Insurer and the Master Servicer is
appointed and has assumed the related Servicer's responsibilities, duties,
liabilities and obligations hereunder. Any such resignation shall not relieve
the related Servicer of any of the obligations specified in Section 7.01 and
7.02 as obligations that survive the resignation or termination of the related
Servicer.


                                      155

<PAGE>

     Notwithstanding anything to the contrary in the previous paragraph of this
Section 6.04, the Trustee, the Master Servicer, the Securities Administrator,
the Depositor and the NIMs Insurer hereby specifically (i) consent to the pledge
and assignment by the Servicers of all the Servicers' right, title and interest
in, to and under this Agreement to the Servicing Rights Pledgee, if any, for the
benefit of certain lenders, and (ii) agree that upon delivery to the Trustee by
the Servicing Rights Pledgee of a letter signed by the related Servicer whereby
such Servicer shall resign as a Servicer under this Agreement, notwithstanding
anything to the contrary which may be set forth in Section 3.04 above, the
Trustee shall appoint the Servicing Rights Pledgee or its designee as successor
servicer, provided that the related Servicer's resignation will not be effective
unless, at the time of such appointment, the Servicing Rights Pledgee or its
designee (i) meets the requirements of a successor servicer under Section 7.03
of this Agreement (including being acceptable to the Rating Agencies), provided,
that the consent and approval of the Trustee, the Master Servicer, the
Securities Administrator, the Depositor and the NIMS Insurer shall be deemed to
have been given to the Servicing Rights Pledgee or its designee, and the
Servicing Rights Pledgee and its designee are hereby agreed to be acceptable to
the Trustee, the Master Servicer, the Securities Administrator, the Depositor
and the NIMS Insurer and (ii) agrees to be subject to the terms of this
Agreement. If, pursuant to any provision hereof, the duties of any Servicer are
transferred to a successor servicer, the entire amount of the Servicing Fee and
other compensation payable to such Servicer pursuant hereto shall thereafter be
payable to such successor servicer.

          SECTION 6.05. Errors and Omissions Insurance; Fidelity Bonds

     Each Servicer shall, for so long as it acts as a servicer under this
Agreement, obtain and maintain in force (a) a policy or policies of insurance
covering errors and omissions in the performance of its obligations as a
servicer hereunder, and (b) a fidelity bond in respect of its officers,
employees and agents. Each such policy or policies and bond shall, together,
comply with the requirements from time to time of Fannie Mae or Freddie Mac for
Persons performing servicing for mortgage loans purchased by Fannie Mae or
Freddie Mac. Each Servicer shall provide the Trustee, the NIMs Insurer and the
Master Servicer, upon request and reasonable notice, with copies of such
policies and fidelity bond or a certification from the insurance provider
evidencing such policies and fidelity bond. Each Servicer may be deemed to have
complied with this provision if an Affiliate of the related Servicer has such
errors and omissions and fidelity bond coverage and, by the terms of such
insurance policy or fidelity bond, the coverage afforded thereunder extends to
such Servicer. In the event that any such policy or bond ceases to be in effect,
the related Servicer shall use its reasonable best efforts to obtain a
comparable replacement policy or bond from an insurer or issuer meeting the
requirements set forth above as of the date of such replacement.

     With respect to Litton only, each year, together with the Annual Statement
as to Compliance delivered pursuant to Section 3.17, Litton shall cause to be
delivered to the Master Servicer proof of coverage of the fidelity bond and
errors and omissions insurance policy and a statement from the surety and the
insurer that the surety and the insurer shall endeavor to notify the Master
Servicer within thirty (30) days prior to such fidelity bond's errors and
omissions insurance policy's termination or material modification.

     With respect to Wilshire and Option One only, any such policy or fidelity
bond shall by its terms not be cancelable without thirty days' prior written
notice to the Master Servicer.

          SECTION 6.06. Limitation on Resignation of the Master Servicer


                                      156

<PAGE>

     The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination pursuant to the
preceding sentence permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect obtained at the expense of the
Master Servicer and delivered to the Trustee and the Rating Agencies. No
resignation of the Master Servicer shall become effective until the Trustee, as
successor Master Servicer, or another successor Master Servicer shall have
assumed the Master Servicer's responsibilities, duties, liabilities (other than
those liabilities arising prior to the appointment of such successor) and
obligations under this Agreement. If the Master Servicer and the Securities
Administrator are the same Person, then at any time the Master Servicer is
terminated hereunder, the Securities Administrator shall likewise be removed as
securities administrator hereunder.

          SECTION 6.07. Assignment of Master Servicing

     The Master Servicer may sell and assign its rights and delegate its duties
and obligations in their entirety as Master Servicer under this Agreement;
provided, however, that: (i) the purchaser or transferee accept in writing such
assignment and delegation and assume the obligations of the Master Servicer
hereunder and shall (a) be a Person which shall be qualified to service mortgage
loans for Fannie Mae or Freddie Mac; (b) have a net worth of not less than
$15,000,000 (unless otherwise approved by each Rating Agency pursuant to clause
(ii) below); (c) be reasonably satisfactory to the Trustee and the Depositor;
and (d) execute and deliver to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee and 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 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 independent Opinion of 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 out of acts or omissions prior to the effective date
thereof.

                                  ARTICLE VII

                        DEFAULT; TERMINATION OF SERVICER

          SECTION 7.01. Events of Default

     With respect to each Servicer, "Event of Default," wherever used herein,
means any one of the following events:

          (i) any failure by such Servicer to make any Advance, to deposit in
     the related Collection Account or the Master Servicer Collection Account or
     remit to the Securities Administrator any payment (excluding a payment
     required to be made under Section 4.01 hereof) required to be made under
     the terms of this Agreement, which failure shall continue unremedied for
     three Business Days and, with respect to a payment required to be made
     under Section 4.01


                                      157

<PAGE>

     hereof, for one Business Day, after the date on which written notice of
     such failure shall have been given to the related Servicer by the Master
     Servicer, the Securities Administrator or the Depositor, or to the
     Securities Administrator, the Depositor and the related Servicer by the
     NIMs Insurer or the Holders of Certificates evidencing greater than 50% of
     the Voting Rights evidenced by the Certificates; or

          (ii) any failure by such Servicer to observe or perform in any
     material respect any other of the covenants or agreements on the part of
     such Servicer contained in this Agreement or any representation or warranty
     shall prove to be untrue, which failure or breach shall continue unremedied
     for a period of 60 days after the date on which written notice of such
     failure shall have been given to such Servicer by the Master Servicer, the
     Securities Administrator by the Trustee or the Depositor, or to the Master
     Servicer, the Securities Administrator, the Trustee and the Depositor by
     the Holders of Certificates evidencing greater than 50% of the Voting
     Rights evidenced by the Certificates; or

          (iii) a decree or order of a court or agency or supervisory authority
     having jurisdiction for the appointment of a 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,
     shall have been entered against such Servicer and such decree or order
     shall have remained in force undischarged or unstayed for a period of 60
     consecutive days; or

          (iv) consent by such Servicer to the appointment of a receiver or
     liquidator in any insolvency, readjustment of debt, marshaling of assets
     and liabilities or similar proceedings of or relating to the Servicer or
     all or substantially all of the property of the Servicer; or

          (v) admission by such Servicer in writing of its inability to pay its
     debts generally as they become due, file a petition to take advantage of,
     or commence a voluntary case under, any applicable insolvency or
     reorganization statute, make an assignment for the benefit of its
     creditors, or voluntarily suspend payment of its obligations; or

          (vi) any failure by such Servicer to duly perform, within the required
     time period, its obligations under Sections 3.17, 3.18 and 3.22 of this
     Agreement, which failure continues unremedied for a period of ten (10) days
     after the date on which written notice of such failure, requiring the same
     to be remedied, shall have been given to such Servicer by the Master
     Servicer or any other party to this Agreement.

     If an Event of Default, described in (i) - (v) above, shall occur with
respect to Wilshire or an Event of Default, described in (i) - (vi) above, shall
occur with respect to Litton or Option One, then, and in each and every such
case, so long as such Event of Default shall not have been remedied within the
applicable grace period, the Master Servicer may, or at the direction of the
NIMs Insurer, the Depositor or the Holders of Certificates evidencing greater
than 50% of the Voting Rights evidenced by the Certificates (with the written
consent of the NIMs Insurer, except after a NIMs Insurer Default), shall, by
notice in writing to the applicable Servicer (with a copy to each Rating
Agency), terminate all of the rights and obligations of the applicable Servicer
under this Agreement and in and to the related Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder hereunder. If an Event of
Default, described in (vi) above, shall occur with respect to Wilshire, then,
and in each and every such case, so long as such Event of Default shall not have
been remedied within the applicable grace period, the Master Servicer, at the
direction of the NIMs Insurer, the Depositor or the Holders of Certificates


                                      158

<PAGE>

evidencing greater than 50% of the Voting Rights evidenced by the Certificates
(with the written consent of the NIMs Insurer, except after a NIMs Insurer
Default), shall, by notice in writing to the related Servicer (with a copy to
each Rating Agency), terminate all of the rights and obligations of such
Servicer under this Agreement and in and to the related Mortgage Loans and the
proceeds thereof, other than its rights as a Certificateholder hereunder. On or
after the receipt by the related Servicer of such written notice, all authority
and power of such Servicer hereunder, whether with respect to the related
Mortgage Loans or otherwise, shall pass to and be vested in the Master Servicer.
To the extent the Event of Default resulted from the failure of the Servicer to
make a required Advance, the Master Servicer shall thereupon make any Advance
described in Section 4.01 hereof subject to Section 3.04 hereof. The Master
Servicer is hereby authorized and empowered to execute and deliver, on behalf of
the related 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. Unless expressly provided in such
written notice, no such termination shall affect any obligation of the related
Servicer to pay amounts owed pursuant to Article VI. Each Servicer agrees to
cooperate with the Master Servicer as successor servicer and any successor
servicer appointed by the Master Servicer in effecting the termination of the
related Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Master Servicer as successor servicer of all
cash amounts which shall at the time be credited to the related Collection
Account, or thereafter be received with respect to the Mortgage Loans. The
related Servicer and the Master Servicer shall promptly notify the Rating
Agencies of the occurrence of an Event of Default, such notice to be provided in
any event within two Business Days of such occurrence.

     Notwithstanding any termination of the activities of the Servicers
hereunder, the related Servicer shall be entitled to receive, out of any late
collection of a Scheduled Payment on a related Mortgage Loan that was due prior
to the notice terminating such Servicer's rights and obligations as a Servicer
hereunder and received after such notice, that portion thereof to which such
Servicer would have been entitled pursuant to Section 3.08(a), and any other
amounts payable to such Servicer hereunder the entitlement to which arose prior
to the termination of its activities hereunder. Notwithstanding anything herein
to the contrary, upon termination of the related Servicer hereunder, any
liabilities of such Servicer which accrued prior to such termination shall
survive such termination.

          (b) With respect to the Master Servicer, "Event of Default," wherever
used herein, means any one of the following events:

          (i) any failure by the Master Servicer to make any required Advance,
     to deposit in the Master Servicer Collection Account or remit to the
     Securities Administrator any payment required to be made under the terms of
     this Agreement, which failure shall continue unremedied for three (3)
     Business Days after the date on which written notice of such failure shall
     have been given to the Master Servicer by the Trustee or the Depositor, or
     to the Trustee, the Depositor and the Master Servicer by the
     Certificateholders evidencing greater than 50% of the Voting Rights
     evidenced by the Certificate; or

          (ii) any failure by the Master Servicer to observe or perform in any
     material respect any other of the covenants or agreements on the part of
     the Master Servicer contained in this Agreement or any representation or
     warranty shall prove to be untrue, which failure or breach shall continue
     unremedied for a period of sixty (60) days after the date on which written
     notice of such failure shall have been given to the Master Servicer by the
     Trustee or the Depositor, or to the


                                      159

<PAGE>

     Master Servicer, the Trustee and the Depositor by the Certificateholders
     evidencing greater than 50% of the Voting Rights evidenced by the
     Certificate; or

          (iii) a decree or order of a court or agency or supervisory authority
     having jurisdiction for the appointment of a 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,
     shall have been entered against the Master Servicer and such decree or
     order shall have remained in force undischarged or unstayed for a period of
     sixty (60) consecutive days; or

          (iv) consent by the Master Servicer to the appointment of a 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 all or substantially all of the property of the Master
     Servicer; or

          (v) admission by the Master Servicer in writing of its inability to
     pay its debts generally as they become due, file a petition to take
     advantage of, or commence a voluntary case under, any applicable insolvency
     or reorganization statute, make an assignment for the benefit of its
     creditors, or voluntarily suspend payment of its obligations; or

          (vi) any failure by the Master Servicer to duly perform, within the
     required time period, its obligations under Sections 3.17, 3.18 and 3.20 of
     this Agreement, which failure continues unremedied for a period of ten (10)
     days after the date on which written notice of such failure, requiring the
     same to be remedied, shall have been given to the Master Servicer by the
     Trustee or any other party to this Agreement.

     If an Event of Default shall occur with respect to the Master Servicer,
then, and in each and every such case, so long as such Event of Default shall
not have been remedied within the applicable grace period, the Trustee may, or
at the direction of the Certificateholders evidencing greater than 50% of the
Voting Rights evidenced by the Certificate shall, by notice in writing to the
Master Servicer (with a copy to each Rating Agency), terminate all of the rights
and obligations of the Master Servicer under this Agreement and in and to the
related Mortgage Loans and the proceeds thereof, other than its rights as a
Securityholder hereunder. On or after the receipt by the Master Servicer of such
written notice, all authority and power of the Master Servicer hereunder,
whether with respect to the related Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee. To the extent the Event of Default resulted from
the failure of the Master Servicer to make a required Advance, the Trustee
(solely in its capacity as successor master servicer) shall thereupon make any
Advance described in Section 4.01 hereof subject to Section 11.01 hereof. The
Trustee (solely in its capacity as successor master servicer) 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. Unless expressly provided in such written
notice, no such termination shall affect any obligation of the Master Servicer
to pay amounts owed pursuant to Article VI. The Master Servicer agrees to
cooperate with the Trustee in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without limitation, the
transfer to the Trustee of all cash amounts which shall at the time be credited
to the Master Servicer Collection Account, or thereafter be received with
respect to the Mortgage Loans. The Master Servicer and the Trustee shall
promptly notify the Rating Agencies of the


                                      160

<PAGE>

occurrence of an Event of Default, such notice to be provided in any event
within two Business Days of such occurrence.

     Notwithstanding any termination of the activities of the Master Servicer
hereunder, the Master Servicer shall be entitled to receive, out of any late
collection of a Scheduled Payment on a Mortgage Loan that was due prior to the
notice terminating the Master Servicer's rights and obligations as Master
Servicer hereunder and received after such notice, that portion thereof to which
the Master Servicer would have been entitled pursuant to Sections 3.08(b), and
any other amounts payable to the Master Servicer hereunder the entitlement to
which arose prior to the termination of its activities hereunder.
Notwithstanding anything herein to the contrary, upon termination of the Master
Servicer hereunder, any liabilities of the Master Servicer which accrued prior
to such termination shall survive such termination.

          SECTION 7.02. Master Servicer to Act; Appointment of Successor

     On and after the time each Servicer receives a notice of termination
pursuant to Section 7.01 hereof, the Master Servicer shall, to the extent
provided in Section 3.04, be the successor to the related Servicer in its
capacity as a servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on such Servicer by the terms and provisions
hereof and applicable law including the obligation to make advances pursuant to
Section 4.01. As compensation therefor, subject to the last paragraph of Section
7.01, the Master Servicer shall be entitled to all fees, compensation and
reimbursement for costs and expenses that the related Servicer would have been
entitled to hereunder if the related Servicer had continued to act hereunder.
Notwithstanding the foregoing, if the Master Servicer has become the successor
to a Servicer in accordance with Section 7.01 hereof, the Master Servicer may,
if it shall be unwilling to so act, or shall, if it is prohibited by applicable
law from making Advances pursuant to Section 4.01 hereof or if it is otherwise
unable to so act, appoint, or petition a court of competent jurisdiction to
appoint, any established mortgage loan servicing institution provided the
appointment of such successor shall be approved by the NIMs Insurer and does not
adversely affect the then current rating of the Certificates by each Rating
Agency as the successor to the related Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of such Servicer
hereunder. Any successor Servicer shall be an institution that is acceptable to
the NIMs Insurer and is a Fannie Mae and Freddie Mac approved seller/servicer in
good standing, that has a net worth of at least $15,000,000, and that is willing
to service the Mortgage Loans and executes and delivers to the Depositor, the
Trustee and the Master Servicer an agreement accepting such delegation and
assignment, that contains an assumption by such Person of the rights, powers,
duties, responsibilities, obligations and liabilities of the related Servicer
(other than liabilities of the related Servicer under Section 6.03 hereof
incurred prior to termination of the related Servicer under Section 7.01), with
like effect as if originally named as a party to this Agreement; and provided
further that each Rating Agency acknowledges that its rating of the Certificates
in effect immediately prior to such assignment and delegation will not be
qualified or reduced as a result of such assignment and delegation. No
appointment of a successor to a Servicer hereunder shall be effective until the
Master Servicer shall have consented thereto, prior written consent of the NIMs
Insurer is obtained (provided, that such prior written consent shall not be
required in the event that the Servicing Rights Pledgee or its designee is so
appointed as successor servicer) and written notice of such proposed appointment
shall have been provided by the Securities Administrator to each
Certificateholder. The Master Servicer shall not resign as a servicer until a
successor servicer has been appointed and has accepted such appointment. Pending
appointment of a successor to a Servicer hereunder, the Master Servicer, unless
the Master Servicer is prohibited by law from so acting, shall, subject to
Section 3.04 hereof, act in such capacity as hereinabove provided. In connection
with such appointment and


                                      161

<PAGE>

assumption, the Master Servicer may make such arrangements for the compensation
of such successor out of payments on Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation shall be in excess of
that permitted the related Servicer hereunder. The Master Servicer and such
successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession. Neither the Master Servicer nor any
other successor 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 by the failure of a
Servicer to deliver or provide, or any delay in delivering or providing, any
cash, information, documents or records to it.

     Any successor to any Servicer as a servicer shall give notice to the
Mortgagors of such change of servicer and shall, during the term of its service
as a servicer maintain in force the policy or policies that the related Servicer
is required to maintain pursuant to Section 6.05.

     In the event that any Servicer shall for any reason no longer be a Servicer
hereunder (including by reason of any Event of Default), notwithstanding
anything to the contrary above or anything to the contrary which may be set
forth in Section 3.04, the Trustee, the Master Servicer, the Securities
Administrator, the Depositor and the NIMS Insurer hereby agree that within ten
Business Days of delivery to the Securities Administrator, the Master Servicer
and the Trustee by the Servicing Rights Pledgee of a letter signed by the
applicable Servicer whereby such Servicer shall resign as a Servicer under this
Agreement, or within ten days of Master Servicer's termination of such Servicer
pursuant to Section 7.01 or 7.02, the Servicing Rights Pledgee or its designee
shall be appointed as successor servicer; provided that at the time of such
appointment (i) the Servicing Rights Pledgee or such designee meets the
requirements of a successor servicer set forth above in this Section 7.02
(provided that the consent and approval of the Trustee, the Master Servicer, the
Securities Administrator, the Depositor and the NIMs Insurer shall be deemed to
have been given to the Servicing Rights Pledgee or its designee, and the
Servicing Rights Pledgee and its designee are hereby determined to be acceptable
to the Trustee, the Master Servicer, the Securities Administrator, the Depositor
and the NIMs Insurer) and (ii) the Servicing Rights Pledgee or such designee
agrees to be subject to the terms of this Agreement.

          SECTION 7.03. Notification to Certificateholders

          (a) Upon any termination of or appointment of a successor to the
related Servicer, the Securities Administrator shall give prompt written notice
thereof to Certificateholders, the Depositor, the Master Servicer, the Swap
Counterparty and to each Rating Agency.

          (b) Within sixty (60) days after the occurrence of any Event of
Default, the Securities Administrator shall transmit by mail to the Master
Servicer, all Certificateholders and the Rating Agencies notice of each such
Event of Default hereunder known to the Securities Administrator, unless such
Event of Default shall have been cured or waived.


                                      162

<PAGE>

                                  ARTICLE VIII

             CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

          SECTION 8.01. Duties of the Trustee and the Securities Administrator

     For purposes of this Article VIII, references to "Securities Administrator"
shall be deemed to include LaSalle Bank National Association in its capacity as
Supplemental Interest Trust Trustee. In the performance of its obligations under
this Agreement, the Cap Contracts and the Swap Agreement, the Supplemental
Interest Trust Trustee shall have all of the rights, protections, immunities and
benefits of the Trustee.

     The Trustee, prior to the occurrence of an Event of Default and after the
curing of all Events of Default that may have occurred, and the Securities
Administrator shall undertake to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred and remains uncured, the Trustee shall exercise such of the rights and
powers vested in it by this Agreement and use the same degree of care and skill
in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs. In case an Event of
Default or other default by the Master Servicer, a Servicer or the Depositor
hereunder shall occur and be continuing, the Trustee shall, at the written
direction of the majority of the Certificateholders or the NIMs Insurer, or may,
proceed to protect and enforce its rights and the rights of the
Certificateholders or the NIMs Insurer under this Agreement by a suit, action or
proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this agreement or in aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy, as the Trustee, being advised by
counsel and subject to the foregoing, shall deem most effectual to protect and
enforce any of the rights of the Trustee, the NIMs Insurer and the
Certificateholders.

     Each of the Trustee, and the Securities Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee that are specifically required to be
furnished pursuant to any provision of this Agreement, shall examine them to
determine whether they conform on their face to the requirements of this
Agreement. If any such instrument is found not to conform on its face to the
requirements of this Agreement in a material manner, the Trustee or the
Securities Administrator shall notify the person providing such Agreement of
such non-conformance, and if the instrument is not corrected to the its
satisfaction, the Securities Administrator, will provide notice thereof to the
Certificateholders and the NIMs Insurer and take such further action as directed
by the Certificateholders and the NIMs Insurer.

     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 misconduct, its negligent failure to
perform its obligations in compliance with this Agreement, or any liability that
would be imposed by reason of its willful misfeasance or bad faith; provided,
however, that:

          (i) prior to the occurrence of an Event of Default, and after the
     curing of all such Events of Default that may have occurred, the duties and
     obligations of the Trustee, and at all times, the duties and obligations of
     the Securities Administrator shall be determined solely by the express
     provisions of this Agreement, neither the Trustee nor the Securities
     Administrator shall be liable, individually or as Trustee or Securities
     Administrator, as applicable, except for the performance of such duties and
     obligations as are specifically set forth in this Agreement, no


                                      163

<PAGE>

     implied covenants or obligations shall be read into this Agreement against
     the Trustee or the Securities Administrator and, the Trustee and the
     Securities Administrator 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 and conforming to the requirements of this Agreement that it
     reasonably believed in good faith to be genuine and to have been duly
     executed by the proper authorities respecting any matters arising
     hereunder;

          (ii) neither the Trustee nor the Securities Administrator shall,
     individually or as Trustee or Securities Administrator, as applicable, be
     liable for an error of judgment made in good faith by a Responsible Officer
     or Responsible Officers of the Trustee unless the Trustee or Securities
     Administrator, as applicable was negligent or acted in bad faith or with
     willful misfeasance;

          (iii) neither the Trustee nor the Securities Administrator shall be
     liable, individually or as Trustee, with respect to any action taken,
     suffered or omitted to be taken by it in good faith in accordance with the
     direction of the NIMs Insurer or the Holders in accordance with this
     Agreement relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee under this Agreement; and

          (iv) neither the Trustee nor the Securities Administrator shall be
     responsible for the acts or omissions of the other, or the Master Servicer,
     a Servicer or any Subservicer, it being understood that this Agreement
     shall not be construed to render any of them agents of one another.

          SECTION 8.02. Certain Matters Affecting the Trustee and the Securities
Administrator

          (a) Except as otherwise provided in Section 8.01:

          (i) the Trustee and the Securities Administrator may request and
     conclusively rely upon and shall be fully protected in acting or refraining
     from acting upon any resolution, Officer's Certificate, 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 of its choice and any advice or Opinion of Counsel shall be full
     and complete authorization and protection in respect of any action taken or
     suffered or omitted by it hereunder in good faith and in accordance with
     such Opinion of Counsel;

          (iii) neither the Trustee nor the Securities Administrator shall be
     liable 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, the Corridor Contracts, the Cap
     Contract or the Swap Agreement;

          (iv) at all times the Securities Administrator and prior to the
     occurrence of an Event of Default hereunder and after the curing of all
     Events of Default that may have occurred, the Trustee, in each case shall
     not be bound to make any investigation into the facts or matters stated


                                      164

<PAGE>

     in any resolution, certificate, statement, instrument, opinion, report,
     notice, request, consent, order, approval, bond or other paper or document,
     unless requested in writing so to do by the NIMs Insurer or the Holders of
     each Class of Certificates evidencing not less than 25% of the Voting
     Rights of such Class;

          (v) the Trustee and the Securities Administrator may execute any of
     the trusts or powers hereunder or perform any duties hereunder either
     directly or by or through agents, custodians, accountants or attorneys or
     independent contractors and the Trustee and the Securities Administrator
     will not be responsible for any misconduct or negligence on the part of any
     other agent, custodian, accountant, attorney or independent contractor
     appointed with due care by it hereunder;

          (vi) neither the Trustee nor the Securities Administrator shall be
     required to expend or risk its own funds or otherwise incur any financial
     liability in the performance of any of its duties hereunder or in the
     exercise of any of its rights or powers if it shall have reasonable grounds
     for believing that repayment of such funds or adequate indemnity against
     such liability is not assured to it;

          (vii) neither the Trustee nor the Securities Administrator shall be
     liable, individually or as Trustee or Securities Administrator, as
     applicable, for any loss on any investment of funds pursuant to this
     Agreement (other than as issuer of the investment security);

          (viii) neither the Trustee nor the Securities Administrator shall be
     deemed to take notice or be deemed to have notice or have knowledge of an
     Event of Default until a Responsible Officer of the Trustee or the
     Securities Administrator, as applicable, shall have received written notice
     thereof and in the absence of such written notice, the Trustee and the
     Securities Administrator may conclusively assume that there is no Event of
     Default;

          (ix) the Trustee and the Securities Administrator shall be under no
     obligation to exercise any of the trusts or powers vested in it by this
     Agreement or to make any investigation of matters arising hereunder or to
     institute, conduct or defend any litigation hereunder or in relation hereto
     at the request, order or direction of any of the NIMs Insurer or the
     Certificateholders, pursuant to the provisions of this Agreement, unless
     the NIMs Insurer or such Certificateholders shall have offered to the
     Trustee or Securities Administrator reasonable security or indemnity
     satisfactory to it against the costs, expenses and liabilities that may be
     incurred therein or thereby;

          (x) if requested by a Servicer, the Trustee may appoint such Servicer
     as the Trustee's attorney-in-fact in order to carry out and perform certain
     activities that are necessary or appropriate for the servicing and
     administration of the Mortgage Loans pursuant to this Agreement. Such
     appointment shall be evidenced by a power of attorney in such form as may
     be agreed to by the Trustee and such Servicer. The Trustee shall have no
     liability for any action or inaction of such Servicer in connection with
     such power of attorney and the Trustee shall be indemnified by such
     Servicer for all liabilities, costs and expenses incurred by the Trustee in
     connection with such Servicer's use or misuse of such powers of attorney;

          (xi) in order to comply with its duties under the U.S.A. Patriot Act,
     the Trustee shall and the Securities Administrator may obtain and verify
     certain information and documentation


                                      165

<PAGE>

     from the other parties hereto, including but not limited to, such party's
     name, address and other identifying information.

          (xii) 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 the Trustee shall not be answerable for other than
     its negligence or willful misconduct in the performance of such act; and

          (xiii) the Trustee and the Securities Administrator shall not be
     required to give any bond or surety in respect of the execution of the
     Trust Fund created hereby or the powers granted hereunder.

          (b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by the Trustee without
the possession of any of the Certificates, or the production thereof at the
trial or other proceeding relating thereto, and any such suit, action or
proceeding instituted by the Trustee shall be brought in its name for the
benefit of all the Holders of the Certificates or in its capacity as Trustee,
subject to the provisions of this Agreement. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
benefit of the Holders in respect of which such judgment has been recovered.
None of the Securities Administrator, the Trustee or the Custodians shall have
any duty (A) to see to any recording, filing, or depositing of this Agreement or
any agreement referred to herein or any financing statement or continuation
statement evidencing a security interest, or to see to the maintenance of any
rerecording, refiling or redepositing, as applicable, thereof, (B) to see to any
insurance or (C) to see to the payment or discharge of any tax, assessment, or
other governmental charge or any lien or encumbrance of any kind owing with
respect to, assessed or levied against, any part of the Trust Fund.

          (c) The Custodians shall be entitled to all of the rights,
protections, exculpations, benefits, indemnities and immunities as are afforded
to the Trustee hereunder.

          SECTION 8.03. Trustee and Securities Administrator Not Liable for
Certificates or Mortgage Loans

     The recitals contained herein shall be taken as the statements of the
Depositor or the related Servicers, as the case may be, and the Trustee, the
Master Servicer and the Securities Administrator assume no responsibility for
their correctness. None of the Trustee, the Securities Administrator or the
Master Servicer makes any representation as to the validity or sufficiency of
this Agreement, of any Mortgage Loan, or any related document other than with
respect to the execution and authentication of the Certificates, if it so
executed or authorized the Certificates. The Trustee shall not be accountable
for the use or application by the Depositor, the Securities Administrator, the
Master Servicer or the Servicers of any funds paid to the Depositor, the
Securities Administrator, the Master Servicer or any Servicer in respect of the
Mortgage Loans or deposited in or withdrawn from the related Collection Account,
Master Servicer Collection Account or the Certificate Account by the Depositor,
the Securities Administrator, the Master Servicer or the Servicers.

          SECTION 8.04. Trustee and Securities Administrator May Own
Certificates


                                      166

<PAGE>

     Each of the Trustee and the Securities Administrator in its individual or
any other capacity may become the owner or pledgee of Certificates with the same
rights as it would have if it was not the Trustee or the Securities
Administrator.

          SECTION 8.05. Trustee's and Securities Administrator's Fees and
Expenses

     The Securities Administrator shall be entitled to receive on each
Distribution Date the Securities Administrator Fee. The Securities Administrator
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, such compensation as shall be agreed to in writing by the
Securities Administrator and the Trustee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of
the Trustee.

          SECTION 8.06. Indemnification and Expenses of Trustee

          (a) The Trustee and the Custodians and each of their respective
directors, officers, employees and agents shall be entitled to indemnification
from the Issuing Entity for any loss, liability or expense incurred in
connection with (i) any audit, controversy or judicial proceeding relating to a
governmental authority or any legal proceeding incurred without negligence or
willful misconduct on their part, arising out of, or in connection with the
acceptance or administration of the trusts created hereunder and (ii) the
performance of their duties hereunder, including any applicable fees and
expenses payable hereunder, and the costs and expenses of defending themselves
against any claim in connection with the exercise or performance of any of their
powers or duties hereunder, provided that:

          (i) with respect to any such claim, the Trustee shall have given the
     Depositor written notice thereof promptly after the Trustee shall have
     knowledge thereof; provided that failure to so notify shall not relieve the
     Issuing Entity of the obligation to indemnify the Trustee; however, any
     reasonable delay by the Trustee to provide written notice to the Depositor
     and the Holders promptly after the Trustee shall have obtained knowledge of
     a claim shall not relieve the Issuing Entity of the obligation to indemnify
     the Trustee under this Section 8.06;

          (ii) while maintaining control over its own defense, the Trustee shall
     reasonably cooperate and consult with the Depositor in preparing such
     defense;

          (iii) notwithstanding anything to the contrary in this Section 8.06,
     the Issuing Entity shall not be liable for settlement of any such claim by
     the Trustee entered into without the prior consent of the Depositor, which
     consent shall not be unreasonably withheld or delayed; and

          (iv) indemnification therefor would constitute "unanticipated
     expenses" within the meaning of Treasury Regulation Section
     1.860G-1(b)(3)(ii).

     Any indemnification payments to the Trustee (or a custodian) pursuant to
this Section 8.06(a) shall be allocated first to principal and then, to the
extent remaining, to interest.

     The provisions of this Section 8.06 shall survive any termination of this
Agreement and the resignation or removal of the Trustee and shall be construed
to include, but not be limited to any loss, liability or expense under any
environmental law.


                                      167

<PAGE>

          (b) The Trustee, the Custodians and any director, officer, employee or
agent of the Trustee or Custodians shall be indemnified, by the Trust Fund and
held harmless against any loss, liability, reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with this Agreement
(including fees and expenses of its counsel and all persons not regularly in its
employment), except any such expenses, disbursements and advances that either
(i) arise from its negligence, bad faith or willful misconduct or (ii) do not
constitute "unanticipated expenses" within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii).

          (c) The Trustee's right to indemnification and reimbursement shall be
subject to a cap of $400,000 in the aggregate in any calendar year, excluding
(i) any Servicing Transfer Costs and (ii) any costs, damages or expenses
incurred by the Trustee in connection with any "high cost" home loans or any
predatory or abusive lending laws, which amounts shall in no case be subject to
any such limitation; provided, however, that such cap shall apply only if NIM
Notes have been issued and there is a NIMs Insurer and shall cease to apply
after the date on which any NIM Notes are paid in full or if there is no NIMs
Insurer; provided further, however, that amounts incurred by the Trustee in
excess of such annual limit in any calendar year shall be payable to the Trustee
in succeeding calendar years, subject to such annual limit for each applicable
calendar year. Any amounts reimbursable hereunder not in excess of this cap may
be withdrawn by the Trustee from the Certificate Account at any time.

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

          (d) Any custodian appointed by the Trustee as herein provided shall be
entitled to indemnification and reimbursement of expenses to the same extent as
the Trustee is entitled to such amounts pursuant to subsection (a) and (b) of
this Section 8.06, without regard to subsection (c) of this Section 8.06.

          (e) The provisions of this Section 8.06 shall survive any termination
of this Agreement and the resignation or removal of the Trustee or any Custodian
and shall be construed to include, but not be limited to any loss, liability or
expense under any environmental law.

          SECTION 8.07. Eligibility Requirements for Trustee

     The Trustee hereunder shall, at all times, be a corporation or association
organized and doing business under the laws of a state or the United States of
America, authorized under such laws to exercise corporate trust powers having a
combined capital and surplus of at least $50,000,000, subject to supervision or
examination by federal or state authority and with a minimum rating of at least
(i) a long term deposit rating of at least "A2" by Moody's and "A" by S&P or
(ii) credit rating that would not cause any of the Rating Agencies to reduce
their respective ratings of any Class of Certificates below the ratings issued
on the Closing Date (or having provided such security from time to time as is
sufficient to avoid such reduction). If such corporation or association
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 8.07 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.07, the Trustee shall resign immediately in the
manner and with the effect specified in


                                      168

<PAGE>

Section 8.08 hereof. The corporation or national banking association serving as
Trustee may have normal banking and trust relationships with the Depositor, the
Securities Administrator, the NIMs Insurer and their respective Affiliates;
provided, however, that such corporation cannot be an Affiliate of any Servicer
other than the Trustee in its role as successor to such Servicer.

          SECTION 8.08. Resignation and Removal of Trustee and Securities
Administrator

     Each of the Trustee or the Securities Administrator, as applicable, may at
any time resign and be discharged from the trusts hereby created by (1) giving
written notice of resignation to the Depositor, the Servicers, and the
Securities Administrator or Trustee, as applicable by mailing notice of
resignation by first class mail, postage prepaid, to the Certificateholders at
their addresses appearing on the Certificate Register and each Rating Agency,
not less than 60 days before the date specified in such notice when, subject to
Section 8.09, such resignation is to take effect, and (2) acceptance of
appointment by a successor trustee or successor securities administrator, as
applicable acceptable to the NIMs Insurer in accordance with Section 8.09 and
meeting the qualifications set forth in Section 8.07. 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 or resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.

     If at any time (i) the Trustee or Securities Administrator, as applicable
shall cease to be eligible in accordance with the provisions of Section 8.07
hereof and shall fail to resign after written request thereto by the Depositor
or the NIMs Insurer or (ii) the Trustee or Securities Administrator, as
applicable shall become incapable of acting, or shall be adjudged as bankrupt or
insolvent, or a receiver of the Trustee or Securities Administrator, as
applicable or of its property shall be appointed, or any public officer shall
take charge or control of the Trustee or Securities Administrator, as applicable
or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor may remove the Trustee or Securities
Administrator, as applicable and shall promptly appoint a successor trustee or
securities administrator, as applicable by written instrument, in triplicate,
one copy of which instrument shall be delivered to the Trustee and one copy of
which shall be delivered to the successor trustee or securities administrator,
as applicable.

     The Holders evidencing at least 51% of the Voting Rights of all Classes of
Certificates, with the consent of the NIMs Insurer, or the NIMs Insurer upon
failure of the Trustee to perform its obligations hereunder, may at any time
remove the Trustee or Securities Administrator, as applicable and the Depositor
shall appoint a successor trustee by written instrument or instruments, in
triplicate, signed by such Holders or their attorneys-in-fact duly authorized
(or by the NIMs Insurer), one complete set of which instruments shall be
delivered by the successor trustee to the related Servicer, one complete set to
the Trustee so removed and one complete set to the successor so appointed.
Notice of any removal of the Trustee shall be given to the NIMs Insurer and each
Rating Agency by the successor trustee.

     Any resignation or removal of the Trustee or Securities Administrator, as
applicable and appointment of a successor trustee pursuant to any of the
provisions of this Section 8.08 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 8.09 hereof.

     If the Securities Administrator and the Master Servicer are the same
Person, then at any time the Securities Administrator resigns or is removed
hereunder, the Master Servicer shall likewise be terminated as master servicer
hereunder.


                                      169

<PAGE>

          SECTION 8.09. Successor Trustee

     Any successor trustee appointed as provided in Section 8.08 hereof shall
execute, acknowledge and deliver to the Depositor and to its predecessor
trustee, the NIMs Insurer and the Securities Administrator an instrument
accepting such appointment hereunder and thereupon the resignation or removal of
the predecessor trustee shall become effective and such successor trustee,
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 herein.

     No successor trustee shall accept appointment as provided in this Section
8.09 unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.07 hereof and its appointment shall
not adversely affect the then current rating of the Certificates.

     Upon acceptance of appointment by a successor trustee as provided in this
Section 8.09, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates. If the Depositor fails to mail such
notice within ten (10) days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Depositor.

          SECTION 8.10. Merger or Consolidation of Trustee

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be eligible under the provisions of Section
8.07 hereof 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 (except for the execution of an assumption agreement where such
succession is not effected by operation of law).

          SECTION 8.11. Appointment of Co-Trustee or Separate Trustee

     Notwithstanding any other provisions of this Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Master Servicer 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 NIMs Insurer 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 Fund, and to vest in such Person or Persons, in such
capacity and for the benefit of the Certificateholders, such title to the Trust
Fund or any part thereof, whichever is applicable, and, subject to the other
provisions of this Section 8.11, such powers, duties, obligations, rights and
trusts as the Master Servicer and the Trustee may consider necessary or
desirable. Any such co-trustee or separate trustee shall be compensated by the
Trust Fund and subject to the written approval of the Master Servicer and the
NIMs Insurer. The Trustee shall not be liable for the actions of any co-trustee
appointed with due care; provided that the appointment of a co-trustee shall not
relieve the Trustee of its obligations hereunder. If the Master Servicer and the
NIMs Insurer shall not have joined in such appointment within fifteen (15) days
after the receipt by it of a request to do so, or in the case an Event of
Default shall have occurred and be continuing, the Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of


                                      170

<PAGE>

eligibility as a successor trustee under Section 8.07 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 8.09.

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

          (i) All rights, powers, duties and obligations conferred or imposed
     upon the Trustee shall be conferred or imposed upon and exercised or
     performed by the Trustee and such separate trustee or co-trustee jointly
     (it being understood that such separate trustee or co-trustee is not
     authorized to act separately without the Trustee joining in such act),
     except to the extent that under any law of any jurisdiction in which any
     particular act or acts are to be performed (whether as Trustee hereunder or
     as successor to a 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
     Fund or any portion thereof in any such jurisdiction) shall be exercised
     and performed singly by such separate trustee or co-trustee, but solely at
     the direction of the Trustee;

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

          (iii) The Trustee, with the consent of the NIMs Insurer, may at any
     time accept the resignation of or remove any separate trustee or
     co-trustee.

     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 VIII. 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 and a copy thereof given to each
Servicer, the Securities Administrator, the NIMs Insurer and the Depositor.

     Any separate trustee or co-trustee may, at any time, constitute the Trustee
its agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this 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.

          SECTION 8.12. Tax Matters

          (a) It is intended that each of the REMICs provided for herein shall
constitute, and that the affairs of the Trust Fund shall be conducted so as to
allow each such REMIC to qualify as, a "real estate mortgage investment conduit"
as defined in and in accordance with the REMIC Provisions. It is also intended
that each of the Grantor Trusts provided for in Section 2.07 hereof shall
constitute, and that the affairs of the Trust Fund shall be conducted so as to
allow each such Grantor Trust to qualify as, a grantor trust under the
provisions of Subpart E, Part I of Subchapter J of the Code. In furtherance of
such


                                      171

<PAGE>

intention, the Securities Administrator covenants and agrees that it shall act
as agent (and the Securities Administrator is hereby appointed to act as agent)
on behalf of each of the REMICs provided for herein and that in such capacity it
shall: (a) prepare and file, or cause to be prepared and filed, in a timely
manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form
1066 or any successor form adopted by the Internal Revenue Service) and prepare
and file or cause to be prepared and filed with the Internal Revenue Service and
applicable state or local tax authorities income tax or information returns for
each taxable year with respect to each of the REMICs and Grantor Trusts provided
for herein, containing such information and at the times and in the manner as
may be required by the Code or state or local tax laws, regulations, or rules,
and furnish or cause to be furnished to Certificateholders the schedules,
statements or information at such times and in such manner as may be required
thereby; (b) within thirty days of the Closing Date, furnish or cause to be
furnished to the Internal Revenue Service, on Forms 8811 or as otherwise may be
required by the Code, the name, title, address, and telephone number of the
person that the holders of the Certificates may contact for tax information
relating thereto, together with such additional information as may be required
by such Form, and update such information at the time or times in the manner
required by the Code for each of the REMICs provided for herein; (c) make or
cause to be made elections, on behalf of each of the REMICs provided for herein
to be treated as a REMIC on the federal tax return of such REMICs for their
first taxable years (and, if necessary, under applicable state law); (d) prepare
and forward, or cause to be prepared and forwarded, to the Certificateholders
and to the Internal Revenue Service and, if necessary, state tax authorities,
all information returns and reports as and when required to be provided to them
in accordance with the REMIC Provisions or other applicable law, including
without limitation, the calculation of any original issue discount using the
Prepayment Assumption; (e) provide information necessary for the computation of
tax imposed on the transfer of a Class R Certificate to a Person that is not a
Permitted Transferee, or an agent (including a broker, nominee or other
middleman) of a Person that is not a Permitted Transferee, or a pass through
entity in which a Person that is not a Permitted Transferee is the record holder
of an interest (the reasonable cost of computing and furnishing such information
may be charged to the Person liable for such tax); (f) to the extent that they
are under its control conduct the affairs of each of the REMICs and Grantor
Trusts 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 and the status of each of the Grantor Trusts provided
for herein as a grantor trust under Subpart E, Part I of Subchapter J of the
Code; (g) 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; (h)
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; (i) pay, from the
sources specified in the last paragraph of this Section 8.12(a), the amount of
any federal, state and local taxes, including prohibited transaction taxes as
described below, imposed on each of the REMICs provided for herein prior to the
termination of the Trust Fund when and as the same shall be due and payable (but
such obligation shall not prevent the Securities Administrator or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Securities Administrator from withholding payment of such
tax, if permitted by law, pending the outcome of such proceedings); (j) sign or
cause to be signed federal, state or local income tax or information returns;
(k) maintain records relating to each of the REMICs provided for herein,
including but not limited to the income, expenses, assets and liabilities of
each of the REMICs and Grantor Trusts provided for herein; and (l) 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


                                      172

<PAGE>

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.

     In order to enable the Securities Administrator to perform its duties as
set forth herein, the Depositor shall provide, or cause to be provided, to the
Securities Administrator within ten (10) days after the Closing Date all
information or data that the Securities Administrator requests in writing and
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of the Certificates and the Mortgage Loans.
Thereafter, the Depositor shall provide to the Securities Administrator promptly
upon written request therefor, any such additional information or data that the
Securities Administrator may, from time to time, request in order to enable the
Securities Administrator to perform its duties as set forth herein. The
Depositor hereby agrees to indemnify the Securities Administrator for any
losses, liabilities, damages, claims or expenses of the Securities Administrator
arising from any errors or miscalculations of the Securities Administrator that
result from any failure of the Depositor to provide, or to cause to be provided,
accurate information or data to the Securities Administrator on a timely basis.

     In the event that any tax is imposed on "prohibited transactions" of any of
the REMICs provided for herein as defined in Section 860F(a)(2) of the Code, on
the "net income from foreclosure property" of any of such REMICs as defined in
Section 860G(c) of the Code, on any contribution to the Trust Fund after the
Startup Day pursuant to Section 860G(d) of the Code, or any other tax is
imposed, if not paid as otherwise provided for herein, such tax shall be paid by
(i) the Securities Administrator, if any such other tax arises out of or results
from a breach by the Securities Administrator of any of its obligations under
this Agreement or as a result of the location of the Securities Administrator,
(ii) any party hereto (other than the Securities Administrator) to the extent
any such other tax arises out of or results from a breach by such other party of
any of its obligations under this Agreement or as a result of the location of
such other party or (iii) in all other cases, or in the event that any liable
party here fails to honor its obligations under the preceding clauses (i) or
(ii), any such tax will be paid first with amounts (other than amounts derived
by the Issuing Entity from a payment on the Corridor Contracts or amounts
received by the Supplemental Interest Trust as payments on the Swap Agreement or
Cap Contract) otherwise to be distributed to the Class R Certificateholders (pro
rata) pursuant to Section 4.04, and second with amounts (other than amounts
derived by the Issuing Entity from a payment on the Corridor Contracts or
amounts received by the Supplemental Interest Trust as payments on the Swap
Agreement or Cap Contract) otherwise to be distributed to all other
Certificateholders in the following order of priority: first, to the Class C
Certificates (pro rata), second to the Class B-3 Certificates (pro rata), third
to the Class B-2 Certificates (pro rata), fourth to the Class B-1 Certificates
(pro rata), fifth to the Class M-6 Certificates (pro rata), sixth to the Class
M-5 Certificates (pro rata), seventh to the Class M-4 Certificates (pro rata),
eighth to the Class M-3 Certificates (pro rata), ninth to the Class M-2
Certificates (pro rata), tenth to the Class M-1 Certificates (pro rata) and
eleventh to the Class A Certificates (pro rata). Notwithstanding anything to the
contrary contained herein, to the extent that such tax is payable by the Class R
Certificate, the Securities Administrator is hereby authorized pursuant to such
instruction to retain on any Distribution Date, from the Holders of the Class R
Certificate (and, if necessary, from the Holders of all other Certificates in
the priority specified in the preceding sentence), funds otherwise distributable
to such Holders in an amount sufficient to pay such tax. The Securities
Administrator agrees to promptly notify in writing the party liable for any such
tax of the amount thereof and the due date for the payment thereof.


                                      173

<PAGE>

          (b) Each of the Depositor, the Master Servicer, the Servicers, the
Trustee and the Securities Administrator agrees not to 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 a tax upon any of the REMICs provided for herein.

                                   ARTICLE IX

                                   TERMINATION

          SECTION 9.01. Termination upon Liquidation or Repurchase of all
Mortgage Loans

          (a) Subject to Section 9.03, the obligations and responsibilities of
the Depositor, the Master Servicer, the Servicers, the Securities Administrator
and the Trustee created hereby with respect to the Trust Fund shall terminate
upon the earlier of (a) an Optional Termination and (b) the later of (i) the
maturity or other liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund 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.

          (b) On or before the Determination Date following the Initial Optional
Termination Date, the Securities Administrator will attempt to terminate the
Trust Fund by conducting an auction of all of the Mortgage Loans and REO
Properties via a solicitation of bids from at least three (3) bidders, each of
which shall be a nationally recognized participant in mortgage finance (the
"Auction"). The Depositor and the Securities Administrator agree to work in good
faith to develop bid procedures in advance of the Initial Optional Termination
Date to govern the operation of the Auction. The Securities Administrator shall
be entitled to retain an investment banking firm and/or other agents in
connection with the Auction, the cost of which shall be included in the Optional
Termination Price (unless an Optional Termination does not occur in which case
such costs shall be an expense of the Trust Fund). The Securities Administrator
shall accept the highest bid received at the Auction; provided that the amount
of such bid equals or exceeds the Optional Termination Price. The Securities
Administrator shall determine the Optional Termination Price based upon
information provided by (a) each Servicer with respect to the amounts described
in clauses (i) and (ii) of the definition of "Optional Termination Price" and
(b) the Depositor with respect to the information described in clauses (iii) and
(iv) of the definition of "Optional Termination Price"; provided, however, that
with respect to the Swap Termination Payment portion of the amounts described in
clause (iv) of the definition of "Optional Termination Price", the Securities
Administrator shall notify the Swap Counterparty at least three (3) Business
Days prior to the date of the Auction of its intention to conduct such Auction
and shall request from the Swap Counterparty a good faith written estimate of
the Swap Termination Payment based upon termination of the Swap Agreement on or
subsequent to the date of the Auction but not later than two (2) Business Days
prior to the related Distribution Date. The Securities Administrator may
conclusively rely upon the information provided to it in accordance with the
immediately preceding sentence and shall not have any liability for the failure
of any party to provide such information. The Securities Administrator shall
notify the bidders of the estimated Swap Termination Payment received by the
Securities Administrator from the Swap Counterparty and that the winning bidder
will be responsible for the final Swap Termination Payment which may be higher
than such estimated Swap Termination Payment. If the Auction results in a
winning bid, the Securities Administrator shall immediately notify the Swap
Counterparty that an Optional


                                      174

<PAGE>

Termination has occurred, the identity, location and contact information with
respect to the winning bidder and that final distributions on the Certificates
will be made on the immediately following Distribution Date. Upon such notice,
the Swap Counterparty shall inform the Securities Administrator in writing of
the final Swap Termination Payment amount owed to the Swap Counterparty and the
Securities Administrator shall communicate the final Swap Termination Payment
amount to the winning bidder.

     If an Optional Termination does not occur as a result of the Auction's
failure to achieve the Optional Termination Price or otherwise, the NIMS
Insurer, if any, may, on any Distribution Date following such Auction, at its
option, terminate the Trust Fund by purchasing all of the Mortgage Loans and REO
Properties at a price equal to the Optional Termination Price. If an Optional
Termination does not occur as a result of the Auction's failure to achieve the
Optional Termination Price and the NIMS Insurer fails to exercise its option to
purchase all of the Mortgage Loans, the Master Servicer may, on any Distribution
Date following such Auction, at its option, terminate the Trust Fund by
purchasing all of the Mortgage Loans and REO Properties at a price equal to the
Optional Termination Price. If an Optional Termination does not occur as a
result of the Auction's failure to achieve the Optional Termination Price and
neither the NIMS Insurer nor the Master Servicer elects to exercise its option
to purchase all of the Mortgage Loans, Wilshire as a servicer may, on any
Distribution Date following such Auction, at its option, terminate the Trust
Fund by purchasing all of the Mortgage Loans and REO Properties at a price equal
to the Optional Termination Price. Upon the exercise of such option by the NIMs
Insurer, the Master Servicer or Wilshire, as the case may be, the Securities
Administrator shall immediately notify the Swap Counterparty that an Optional
Termination has occurred and that final distributions on the Certificates will
be made on the immediately following Distribution Date. Upon such notice, the
Swap Counterparty shall inform the Securities Administrator of the final Swap
Termination Payment amount owed to the Swap Counterparty. In connection with any
such optional termination, the Optional Termination Price shall be delivered to
the Securities Administrator no later than three Business Days immediately
preceding the related Distribution Date. Notwithstanding anything to the
contrary herein, the Optional Termination Amount paid to the Securities
Administrator by the winning bidder at the Auction, by the Master Servicer or by
Wilshire shall be deposited by the Securities Administrator directly into the
Certificate Account immediately upon receipt. Upon any termination as a result
of an Auction, the Securities Administrator shall, out of the Optional
Termination Amount deposited into the Certificate Account, (x) reimburse the
Securities Administrator for its costs and expenses necessary to conduct the
Auction and any other unreimbursed amounts owing to it and (y) pay to each
Servicer, the aggregate amount of any unreimbursed out-of-pocket costs and
expenses owed to each Servicer and any unpaid or unreimbursed Servicing Fees,
Advances and Servicing Advances. Notwithstanding anything herein to the
contrary, only an amount equal to the Optional Termination Price, reduced by the
portion thereof consisting of the sum of (x) any Swap Termination Payment and
(y) the amount of any unpaid Net Swap Payments that would not otherwise be
funded by the Optional Termination Price but for clause (iv) of the definition
of "Optional Termination Price" (such portion, the "Swap Optional Termination
Payment"), shall be made available for distribution to the Certificates. The
Swap Optional Termination Payment shall be withdrawn by the Securities
Administrator from the Certificate Account and remitted to the Supplemental
Interest Trust for payment to the Swap Counterparty, it being understood that
the Swap Termination Payment portion of such Swap Optional Termination Payment
shall be an amount equal to the actual Swap Termination Payment amount
determined by the Swap Counterparty upon its receipt of notice from the
Securities Administrator of the Optional Termination of the Trust as described
above in this Section 9.01(b). The Swap Optional Termination Payment shall not
be part of any REMIC and shall not be paid into any account which is part of any
REMIC.


                                      175

<PAGE>

          (c) Notwithstanding anything to the contrary in clause (b) above, in
the event that the Securities Administrator receives the written opinion of a
nationally recognized participant in mortgage finance acceptable to the Sponsor
that the Mortgage Loans and REO Properties to be included in the Auction will
not be saleable at a price sufficient to achieve the Optional Termination Price,
the Securities Administrator need not conduct the Auction. In such event,
Wilshire as a servicer shall have the option to purchase the Mortgage Loans and
REO Properties at the Optional Termination Price as of the Initial Optional
Termination Date; provided that the Swap Optional Termination Payment portion of
the Optional Termination Price received pursuant to this clause (c) shall be
paid in full in a manner consistent with the requirements of clause (b) above.

          SECTION 9.02. Final Distribution on the Certificates

     If prior to a Distribution Date, (i) the Securities Administrator
determines that there are no Outstanding Mortgage Loans and no other funds or
assets in the Trust Fund other than the funds in the Collection Accounts and
Master Servicer Collection Account, the Securities Administrator shall send a
final distribution notice promptly to each Certificateholder and the NIMs
Insurer 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 as soon as
practicable after such determination 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 specified in
such notice.

     Notice of any termination of the Trust Fund, specifying the Distribution
Date on which Certificateholders may surrender their Certificates for payment of
the final distribution and cancellation, shall be given promptly by the
Securities Administrator by letter to Certificateholders mailed as soon as
practicable after a determination is made pursuant to the preceding paragraph
(or with respect to an Auction, mailed no later than one Business Day following
completion of such Auction). 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 the NIMs Insurer, the Swap
Counterparty, Cap Contract Counterparty and to each Rating Agency at the time
such notice is given to Certificateholders.

     In the event such notice is given, each Servicer shall cause all funds in
the related Collection Account to be deposited in the Master Servicer Collection
Account on the Servicer Remittance Date in an amount equal to the final
distribution in respect of the Certificates and the Master Servicer shall remit
all funds in the Master Servicer Collection Account to the Securities
Administrator for deposit in the Certificate Account on the Servicer Remittance
Date in an amount equal to the final distribution in respect of the
Certificates. Upon such final deposit with respect to the Issuing Entity,
certification to the Trustee that such required amount has been deposited in the
Issuing Entity and the receipt by the Trustee or the related Custodian on its
behalf of a Request for Release therefor, the Trustee or the related Custodian
on its behalf shall promptly release to 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


                                      176

<PAGE>

Certificate Account in the order and priority set forth in Section 4.04 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 Trust Fund. If within one year
after the second notice all Certificates shall not have been surrendered for
cancellation, the Class R Certificateholders shall be entitled to all unclaimed
funds and other assets of the Trust Fund that remain subject hereto. Upon
payment to the Class R Certificateholders of such funds and assets, neither the
Securities Administrator nor the Trustee shall have any further duties or
obligations with respect thereto.

          SECTION 9.03. Additional Termination Requirements

          (a) In the event that the Master Servicer or Wilshire completes an
Optional Termination as provided in Section 9.01, or the Sponsor purchases
Mortgage Loans pursuant to the last paragraph of Section 9.01(a), the Issuing
Entity shall be terminated in accordance with the following additional
requirements, unless the Securities Administrator has been supplied with an
Opinion of Counsel, at the expense of the NIMs Insurer or Servicer, as
applicable, to the effect that the failure of the Issuing Entity to comply with
the requirements of this Section 9.03 will not (i) result in the imposition of
taxes on "prohibited transactions" of any of the REMICs provided for herein as
defined in Section 860F of the Code, or (ii) cause any of the REMICs provided
for herein to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

          (i) The Depositor shall establish a 90-day liquidation period and
     notify the Trustee and the Securities Administrator thereof, and the
     Securities Administrator shall in turn specify the first day of such period
     in a statement attached to the final tax returns of each of the REMICs
     provided for herein pursuant to Treasury Regulation Section 1.860F-1. The
     Depositor shall satisfy all the requirements of a qualified liquidation
     under Section 860F of the Code and any regulations thereunder, as evidenced
     by an Opinion of Counsel obtained at the expense of Wilshire;

          (ii) During such 90-day liquidation period, and at or prior to the
     time of making the final payment on the Certificates, the Depositor as
     agent of the Trustee shall sell all of the assets of the Trust Fund for
     cash; and

          (iii) At the time of the making of the final payment on the
     Certificates, the Securities Administrator shall distribute or credit, or
     cause to be distributed or credited, to the Class R Certificateholders all
     cash on hand (other than cash retained to meet outstanding claims), and the
     Trust Fund shall terminate at that time, whereupon the neither the
     Securities Administrator nor the Trustee shall have any further duties or
     obligations with respect to sums distributed or credited to the Class R
     Certificateholders.


                                      177

<PAGE>

          (b) By their acceptance of the Certificates, the Holders thereof
hereby authorize the Depositor to specify the 90-day liquidation period for the
Trust Fund, which authorization shall be binding upon all successor
Certificateholders.

          (c) Upon the written request of the Depositor, the Securities
Administrator as agent for each REMIC hereby agrees to adopt and sign a plan of
complete liquidation as provided to it by the Depositor. The Securities
Administrator's obligation to adopt and sign such plan of complete liquidation
is subject to the Securities Administrator's receipt of the Opinion of Counsel
referred to in Section 9.03(a)(i). In addition, the Securities Administrator
shall take such other action in connection therewith as may be reasonably
requested by the Depositor.

          (d) Notwithstanding any other terms of this Agreement, prior to any
termination of the Trust Fund, each Servicer may prepare a reconciliation of all
Advances and Servicing Advances made by it for which it has not been reimbursed
and a reasonable estimate of all additional Servicing Advances and other costs
for which it would be entitled to be reimbursed if the Trust Fund were not being
terminated, including without limitation, any Servicing Advances and other costs
arising under Section 6.03 (Limitation on Liability of the Depositor, the
Servicers and Others), and the related Servicer may recover these Advances,
Servicing Advances and estimated Servicing Advances and other costs from the
related Collection Account (to the extent that such recovery of Servicing
Advances, estimated Servicing Advances and other costs constitutes
"unanticipated expenses" within the meaning of Treasury Regulation Section
1.860G-1(b)(3)(ii)).

          (e) Notwithstanding any other terms of this Agreement, unless the
related Servicer previously has notified the Master Servicer that it has entered
into a servicing agreement for the servicing after the termination date of the
Trust Fund assets, at least twenty (20) days prior to any termination of the
Trust Fund, the Master Servicer or the Depositor shall notify the related
Servicer in writing to transfer the assets of the Trust Fund as of the
termination date to the person specified in the notice, or if such person is not
then known, to continue servicing the assets until the date that is twenty (20)
days after the termination date and on the termination date, the Master Servicer
or the Depositor shall notify such Servicer of the person to whom the assets
should be transferred on that date. In the latter event the related Servicer
shall be entitled to recover its servicing fee and any advances made for the
interim servicing period from the collections on the assets which have been
purchased from the Trust Fund and the new owner of the assets, and the
agreements for the new owner to obtain ownership of the assets of the Trust Fund
shall so provide.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

          SECTION 10.01. Amendment

     This Agreement may be amended from time to time by the Depositor, the
Master Servicer, the Servicers, the Securities Administrator and the Trustee,
with the consent of the NIMs Insurer and without the consent of any of the
Certificateholders,

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


                                      178

<PAGE>

          (ii) to correct, modify or supplement any provision herein which may
     be inconsistent with the Prospectus Supplement or 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 Trustee to such effect, adversely
     affect in any material respect the interests of any Holder; 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 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. In addition, this
     Agreement may be amended from time to time by the Depositor, the Master
     Servicer, the Servicers, the Securities Administrator and the Trustee
     without the consent of any of the Certificateholders and without a
     determination as set for in subsection (ii)(A) of the fourth from last
     paragraph of this Section 10.01 to comply with the provisions of Regulation
     AB.

     Notwithstanding the foregoing, without the consent of the
Certificateholders, the Depositor, the Master Servicer, the Servicers, 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 Trust Fund or any of the
REMICs provided for herein pursuant to the Code that would be a claim against
the Trust Fund at any time prior to the final redemption of the Certificates,
provided that the Trustee, the Securities Administrator and the NIMs Insurer
shall have been provided 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, the Securities Administrator or the
NIMs Insurer, 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.

     This Agreement may also be amended from time to time by the Depositor, the
Master Servicer, the Servicers, the Securities Administrator, the Trustee and
the Holders of the Certificates affected thereby evidencing not less than 66
2/3% of the Voting Rights, with the consent of the NIMs Insurer, 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
Holders of Certificates; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments required to
be distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interests of the
Holders of any Class of Certificates in a manner other than as described in (i),
without the consent of the Holders of Certificates of such Class evidencing 66
2/3% or more of the Voting Rights of such Class or (iii) reduce the aforesaid
percentages of Certificates the Holders of which are required to consent to any
such amendment without the consent of the Holders of all such Certificates then
outstanding. A copy of such Opinion of Counsel shall be provided to the NIMs
Insurer.


                                      179

<PAGE>

     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, 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 will not cause the imposition of any
tax on the Trust Fund, 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.

     Promptly after the execution of any amendment to this Agreement requiring
the consent of Certificateholders, the Securities Administrator shall furnish
written notification of the substance of such amendment to each
Certificateholder, the Swap Counterparty and each Rating Agency.

     It shall not be necessary for the consent of Certificateholders under this
Section to approve the particular form of any proposed amendment, but it shall
be sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations as
the Securities Administrator may prescribe.

     Nothing in this Agreement shall require the Trustee or the Securities
Administrator to enter into an amendment without receiving an Opinion of
Counsel, satisfactory to the Trustee or the Securities Administrator that (i)
such amendment is permitted and is not prohibited by this Agreement and that all
requirements for amending this Agreement have been complied with; and (ii)
either (A) the amendment does not adversely affect in any material respect the
interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to this
Section 10.01.

     The Trustee may, but shall not be obligated to, enter into any supplement,
modification or waiver which affects its rights, duties or obligations
hereunder.

     No amendment to this Agreement shall be entered into by the parties hereto
that could have a materially adverse effect on the Swap Counterparty or the Cap
Contract Counterparty without first obtaining the prior written consent of the
Swap Counterparty or the Cap Contract Counterparty, as applicable.

     Notwithstanding anything to the contrary in this Section 10.01, the
Trustee, the Securities Administrator, the Master Servicer and the Servicers
shall reasonably cooperate with the Depositor and its counsel to enter into such
amendments or modifications to this Agreement as may be necessary to comply with
Regulation AB and any interpretation thereof by the Commission.

          SECTION 10.02. Counterparts

     This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.

          SECTION 10.03. Governing Law

     THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO


                                      180

<PAGE>

AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT
REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

          SECTION 10.04. Intention of Parties

     It is the express intent of the parties hereto that the conveyance of the
Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies
and any modifications, extensions and/or assumption agreements and private
mortgage insurance policies relating to the Mortgage Loans by the Depositor to
the Trustee be, and be construed as, an absolute sale thereof to the Trustee. It
is, further, not the intention of the parties that such conveyance be deemed a
pledge thereof by the Depositor to the Trustee. However, in the event that,
notwithstanding the intent of the parties, such assets are held to be the
property of the Depositor, or if for any other reason this Agreement is held or
deemed to create a security interest in such assets, then (i) this Agreement
shall be deemed to be a security agreement within the meaning of the Uniform
Commercial Code of the State of New York and (ii) the conveyance provided for in
this Agreement shall be deemed to be an assignment and a grant by the Depositor
to the Trustee, for the benefit of the Certificateholders, of a security
interest in all of the assets that constitute the Trust Fund, whether now owned
or hereafter acquired.

     The Depositor for the benefit of the Certificateholders shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
assets of the Trust Fund, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of the Agreement. The Depositor shall
arrange for filing any Uniform Commercial Code continuation statements in
connection with any security interest granted or assigned to the Trustee for the
benefit of the Certificateholders.

          SECTION 10.05. Notices

          (a) The Securities Administrator shall use its best efforts to
promptly provide notice to the NIMs Insurer, the Swap Counterparty, the Cap
Contract Counterparty and each Rating Agency with respect to each of the
following of which it has actual knowledge:

          (i) Any material change or amendment to this Agreement;

          (ii) The occurrence of any Event of Default that has not been cured;

          (iii) The resignation or termination of the Trustee, the Securities
     Administrator, the Master Servicer or the Servicers and the appointment of
     any successor;

          (iv) The repurchase or substitution of Mortgage Loans pursuant to
     Sections 2.02 and 2.03 and 3.12;

          (v) The final payment to Certificateholders; and

          (vi) Any change in the location of the Certificate Account.


                                      181

<PAGE>

          (b) The Securities Administrator shall promptly furnish or make
available to each Rating Agency copies of the following:

          (i) Each report to Certificateholders described in Section 4.05;

          (ii) Each annual statement as to compliance described in Section 3.17;
     and

          (iii) Each annual independent public accountants' servicing report
     described in Section 3.18.

All directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given when delivered to (a) in the case of the
Depositor, Merrill Lynch Mortgage Investors, Inc. 250 Vesey Street, 4 World
Financial Center, 10th Floor, New York, New York 10080, Attention: Asset-Backed
Finance; (b) in the case of the Rating Agencies, (i) Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New
York, New York 10041and (ii) Moody's Investors Service, Inc., 99 Church Street,
4th Floor, New York, New York 10007; (c) in the case of Wilshire, Wilshire
Credit Corporation, 14523 S.W. Millikan Way, Suite 200, Beaverton, Oregon 97005,
Attention: V.P. Client Services; (d) in the case of Litton, Litton Loan
Servicing LP, 4828 Loop Central Drive, Houston, Texas 77081, Attention: Janice
McClure; (e) in the case of Option One, Option One Mortgage Corporation, 3 Ada,
Irvine, California 92618, Attention: Debbie Lonergan, (f) in the case of the
Master Servicer and Securities Administrator, LaSalle Bank National Association,
135 South LaSalle Street, Suite 1511, Chicago, Illinois 60603 Attention: Global
Securities and Trust Services--MLMI 2007-HE2; (g) in the case of the Trustee,
Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New York 10013,
Attention Structured Finance Agency & Trust MLMI 2007-HE2; (h) in the case of
the Swap Counterparty: Bear Stearns Financial Products Inc., 383 Madison Avenue,
New York, New York 10179, Attn: Derivatives Department, 212-272-4009; and in the
case of any of the foregoing persons, such other addresses as may hereafter be
furnished by any such persons to the other parties to this Agreement. Notices to
Certificateholders shall be deemed given when mailed, first class postage
prepaid, to their respective addresses appearing in the Certificate Register.

          SECTION 10.06. 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 invalid, then such
covenants, agreements, provisions or terms shall be deemed severable 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 10.07. Assignment

     Notwithstanding anything to the contrary contained herein, except as
provided pursuant to Section 6.02, this Agreement may not be assigned by any
Servicer without the prior written consent of the Securities Administrator and
Depositor; provided, however, each Servicer is hereby authorized to enter into
an Advance Facility under which (l) the related Servicer sells, assigns or
pledges to an Advancing Person such Servicer's rights under this Agreement to be
reimbursed for any Advances or Servicing Advances and/or (2) an Advancing Person
agrees to fund some or all Advances or Servicing Advances required to be made by
such Servicer pursuant to this Agreement. No consent of the Trustee, the
Securities Administrator, the Master Servicer, Certificateholders or any other
party is required before the


                                      182

<PAGE>

related Servicer may enter into an Advance Facility. Notwithstanding the
existence of any Advance Facility under which an Advancing Person agrees to fund
Advances and/or Servicing Advances on the related Servicer's behalf, the related
Servicer shall remain obligated pursuant to this Agreement to make Advances and
Servicing Advances pursuant to and as required by this Agreement, and shall not
be relieved of such obligations by virtue of such Advance Facility.

     Reimbursement amounts shall consist solely of amounts in respect of
Advances and/or Servicing Advances made with respect to the Mortgage Loans for
which the related Servicer would be permitted to reimburse itself in accordance
with this Agreement, assuming the related Servicer had made the related
Advance(s) and/or Servicing Advance(s).

     The related Servicer shall maintain and provide to any successor Servicer a
detailed accounting on a loan by loan basis as to amounts advanced by, pledged
or assigned to, and reimbursed to any Advancing Person. The successor Servicer
shall be entitled to rely on any such information provided by the predecessor
Servicer, and the successor Servicer shall not be liable for any errors in such
information.

     An Advancing Person who purchases or receives an assignment or pledge of
the rights to be reimbursed for Advances and/or Servicing Advances, and/or whose
obligations hereunder are limited to the funding of Advances and/or Servicing
Advances shall not be required to meet the criteria for qualification of a
Subservicer set forth in this Agreement.

     The documentation establishing any Advance Facility shall require that such
reimbursement amounts distributed with respect to each Mortgage Loan be
allocated to outstanding unreimbursed Advances or Servicing Advances (as the
case may be) made with respect to that Mortgage Loan on a "first in, first out"
(FIFO) basis. Such documentation shall also require the related Servicer to
provide to the related Advancing Person or its designee loan by loan information
with respect to each such reimbursement amount distributed to such Advancing
Person or Advance Facility trustee on each Distribution Date, to enable the
Advancing Person or Advance Facility trustee to make the FIFO allocation of each
such reimbursement amount with respect to each Mortgage Loan. The related
Servicer shall remain entitled to be reimbursed by the Advancing Person or
Advance Facility trustee for all Advances and Servicing Advances funded by the
related Servicer to the extent the related rights to be reimbursed therefor have
not been sold, assigned or pledged to an Advancing Person.

     Any amendment to this Section 10.07 or to any other provision of this
Agreement that may be necessary or appropriate to effect the terms of an Advance
Facility as described generally in this Section 10.07, including amendments to
add provisions relating to a successor Servicer, may be entered into by the
Securities Administrator and such Servicer, without the consent of any
Certificateholder notwithstanding anything to the contrary in this Agreement,
upon receipt by the Trustee of an Opinion of Counsel that such amendment has no
material adverse effect on the Certificateholders or written confirmation from
the Rating Agencies that such amendment will not adversely affect the ratings on
the Certificates. Prior to entering into an Advance Facility, the related
Servicer shall notify the lender under such facility in writing that: (a) the
Advances financed by and/or pledged to the lender are obligations owed to such
Servicer on a non recourse basis payable only from the cash flows and proceeds
received under this Agreement for reimbursement of Advances only to the extent
provided herein, and the Trustee, the Securities Administrator and the Trust
Fund are not otherwise obligated or liable to repay any Advances financed by the
lender; (b) such Servicer will be responsible for remitting to the lender the
applicable amounts collected by it as reimbursement for Advances funded by the
lender, subject to the restrictions and priorities created in this Agreement;
and (c) the Trustee or the Securities Administrator


                                      183

<PAGE>

shall not have any responsibility to track or monitor the administration of the
financing arrangement between such Servicer and the lender.

          SECTION 10.08. Limitation on Rights of Certificateholders

     The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representative or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a petition or winding up of the Trust
Fund, or otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.

     No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust Fund, 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
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
party by reason of any action taken by the parties to this Agreement pursuant to
any provision hereof.

     No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as hereinbefore provided, the Holders
of Certificates evidencing not less than 25% of the Voting Rights evidenced by
the Certificates shall also have made written request to the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee (individually and as trustee) such
indemnity satisfactory to it as it may require against the costs, expenses, and
liabilities to be incurred therein or thereby, and the Trustee, for sixty (60)
days after its receipt of such notice, request and offer of indemnity shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of the Certificates and/or the NIMs Insurer, or to obtain or seek to obtain
priority over or preference to any other such Holder and/or the NIMs Insurer or
to enforce any right under this Agreement, except in the manner herein provided
and for the common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section 10.08, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

          SECTION 10.09. Inspection and Audit Rights

     The Master Servicer and each Servicer each agree that, on reasonable prior
notice, it will permit any representative of the Depositor or the Trustee or,
with respect to each Servicer, the Master Servicer, during the Master Servicer's
or Servicers' normal business hours, to examine all the books of account,
records, reports and other papers of the Master Servicer or Servicers relating
to the Mortgage Loans to make copies and extracts therefrom, to cause such books
to be audited by independent certified public accountants selected by the
Depositor or the Trustee and to discuss its affairs, finances and accounts
relating to the Mortgage Loans with its officers, employees, agents, counsel and
independent public accountants (and by this provision the Master Servicer and
each Servicer each hereby authorizes such accountants to discuss with such
representative such affairs, finances and accounts), all at such reasonable


                                      184

<PAGE>

times and as often as may be reasonably requested. Any out-of-pocket expense
incident to the exercise by the Depositor or the Trustee of any right under this
Section 10.09 shall be borne by the party requesting such inspection (except in
the case of the Trustee in which case such expenses shall be borne by the
requesting Certificateholder(s)); all other such expenses shall be borne by the
Servicers or Master Servicer, as the case may be.

          SECTION 10.10. Certificates Nonassessable and Fully Paid

     It is the intention of the Depositor that Certificateholders shall not be
personally liable for obligations of the Issuing Entity, that the interests in
the Issuing Entity represented by the Certificates shall be nonassessable for
any reason whatsoever, and that the Certificates, upon due authentication
thereof by the Authenticating Agent pursuant to this Agreement, are and shall be
deemed fully paid.

          SECTION 10.11. Compliance with Regulation AB

     Each of the parties hereto acknowledges and agrees that the purpose of
Sections 3.17, 3.18 and 3.20 of this Agreement 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 (a) the
obligations of the parties hereunder shall be interpreted in such a manner as to
accomplish compliance with Regulation AB, (b) the parties' obligations hereunder
will be supplemented and modified as necessary to be consistent with any such
amendments, interpretive advice or guidance, or convention or consensus among
active participants in the asset-backed securities markets in respect of the
requirements of Regulation AB and (c) the parties shall comply with reasonable
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, provided that such information is
available to such party without unreasonable effort or expense and within such
timeframe as may be reasonably requested.

          SECTION 10.12. Third Party Rights

     The Cap Contract Counterparty and Swap Counterparty shall be deemed third
party beneficiaries of this Agreement regarding provisions related to or
affecting payments owed to the Cap Contract Counterparty or Swap Counterparty,
respectively, so long as any of the Corridor Contracts, the Cap Contract or the
Swap Agreement, as applicable, remains in effect.

          SECTION 10.13. Additional Rights of the NIMs Insurer

     Each party to this Agreement, any agent thereof and any successor thereto
shall furnish to the NIMs Insurer a copy of any notice, direction, demand,
opinion, schedule, list, certificate, report, statement, filing, information,
data or other communication provided by it or on its behalf to any other Person
pursuant to this Agreement at the same time, in the same form and in the same
manner as such communication is so provided and shall address or cause such
communication to be addressed to the NIMs Insurer in addition to any other
addressee thereof. The Servicers shall cause the NIMs Insurer to be an addressee
of any report furnished pursuant to this Agreement. With respect to the
Securities Administrator, such obligation shall be satisfied with the provision
of access to the NIMs Insurer to the Securities Administrator's website.

     Wherever in this Agreement there shall be a requirement that there be no
downgrade, reduction, withdrawal or qualification of or other effect on the
rating of any Class of Certificates by any Rating


                                      185

<PAGE>

Agency as of any date, there also shall be deemed to be a requirement that there
be no such effect on any class of notes issued pursuant to the Indenture and
guaranteed by the NIMs Insurer as of such date. In addition, unless there exists
a continuance of any failure by the NIMs Insurer to make a required payment
under the policy insuring the NIM Notes (such event, a "NIMs Insurer Default"),
wherever in this Agreement there shall be a requirement that any Person or any
communication, object or other matter be acceptable or satisfactory to or
otherwise receive the consent or other approval of any other Person (whether as
a condition to the eligibility of such Person to act in any capacity, as a
condition to any circumstance or state of affairs related to such matter, or
otherwise), there also shall be deemed to be a requirement that such Person or
matter be approved in writing by the NIMs Insurer, which approval shall not be
unreasonably withheld or delayed.

                                   ARTICLE XI

            ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS

          SECTION 11.01. Master Servicer.

     The Master Servicer shall supervise, monitor and oversee the obligation of
the Servicers to service and administer the Mortgage Loans in accordance with
the terms of this 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 the Servicers as necessary from time to time to carry out the Master
Servicer's obligations hereunder, shall receive, review and evaluate certain
reports, information and other data provided to the Master Servicer by the
Servicers pursuant to this Agreement and shall enforce the Servicers'
obligations to perform and observe the covenants, obligations and conditions to
be performed or observed by the Servicers under this 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 each Servicer's and
Master Servicer's records, and based on such reconciled and corrected
information, prepare any other information and statements required to be
provided by the Master Servicer hereunder. Except during any time where the
Master Servicer is acting as a servicer hereunder, neither the Master Servicer
nor the Securities Administrator shall have any responsibility for reviewing or
reconciling the Collection Accounts or for any expenses or other consequences
resulting from any failure of such Collection Accounts to be so reconciled. The
Master Servicer shall be entitled to conclusively rely on the Mortgage Loan data
and other related information provided by the Servicers and the Depositor and
shall have no liability for any errors in such Mortgage Loan data or other
information.

     The Trustee shall furnish the Servicers and/or the Master Servicer with any
limited powers of attorney and other documents in form as provided to it
necessary or appropriate to enable the Servicers and/or the Master Servicer to
execute in the name of the Trustee, as applicable, all documents reasonably
required to perform the servicing functions described in Article III or this
Article XI. The Trustee shall have no responsibility for any action of the
Master Servicer or the Servicers pursuant to any such limited power of attorney
and shall be indemnified by the Master Servicer or the related Servicer, as
applicable, for any cost, liability or expense incurred by the Trustee in
connection with such Person's misuse of any such power of attorney.


                                      186

<PAGE>

     The Master Servicer and the Securities Administrator shall provide access
to the records and documentation in possession of the Master Servicer or the
Securities Administrator regarding the related Mortgage Loans and REO Property
and the master servicing and 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 Master Servicer or the Securities Administrator;
provided, however, that, unless otherwise required by law, neither of the Master
Servicer nor the Securities Administrator shall 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 Master Servicer and the Securities
Administrator 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 Master Servicer's or the Securities Administrator's
actual costs.

The Trustee shall execute and deliver to the related Servicer or the Master
Servicer upon written 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 any other Mortgage
Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv)
enforce any other rights or remedies provided by the Mortgage Note or any other
Mortgage Loan Document or otherwise available at law or equity.

          SECTION 11.02. Monitoring of Servicers.

          (a) The Master Servicer shall be responsible for monitoring the
compliance by each Servicer with its duties under this Agreement in accordance
with the provisions hereof. In the review of the Servicers' activities, the
Master Servicer may rely upon an Officer's Certificate of the related Servicer
with regard to such Servicer's compliance with the terms of this Agreement. In
the event that the Master Servicer, in its judgment, determines that the related
Servicer should be terminated in accordance with the terms hereof, or that a
notice should be sent pursuant to the terms hereof with respect to the
occurrence of an event that, unless cured, would constitute a Servicer Event of
Default, the Master Servicer shall notify such Servicer, the Sponsor 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 the Servicers under this
Agreement and shall, in the event that a Servicer fails to perform its
obligations in accordance with this Agreement, subject to the preceding
paragraph, Section 3.04 and Article VII, terminate the rights and obligations of
such Servicer hereunder in accordance with the provisions of Article VII. Such
enforcement, including, without limitation, the legal prosecution of claims 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 its right of reimbursement pursuant to this Agreement,
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) Upon termination of the rights of a Servicer upon such Servicer's
failure to perform its obligations in accordance with this Agreement, the Master
Servicer shall be entitled to be reimbursed by such Servicer (or from amounts on
deposit in the related Collection Account if such Servicer is unable to fulfill
its obligations hereunder) for all reasonable out-of-pocket or third party costs


                                      187

<PAGE>

associated with the transfer of servicing from a predecessor Servicer (or if the
predecessor Servicer is the Master Servicer, from such Servicer immediately
preceding the Master Servicer), including, without limitation, any reasonable
out-of-pocket or third party costs or expenses associated with the complete
transfer of all servicing data and the completion, correction or manipulation of
such servicing data as may be required by the Master Servicer to correct any
errors or insufficiencies in the servicing data or otherwise to enable the
Master Servicer to service the Mortgage Loans properly and effectively, upon
presentation of reasonable documentation of such costs and expenses.

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

          (e) If the Master Servicer acts as successor to a Servicer, it will
not assume liability for the representations and warranties of the terminated
Servicer.

          SECTION 11.03. 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 or it may self insure
so long as LaSalle Bank National Association maintains with any Rating Agency
the equivalent of a long term unsecured debt rating of "A". 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 11.04. 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
Section 8.12, 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; provided, however, that the Master Servicer
shall not (and, consistent with its responsibilities under Section 11.02, shall
not permit the Servicers 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 formed hereby to fail to qualify as a REMIC or result in the imposition of
a tax. 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.

          SECTION 11.05. Documents, Records and Funds in Possession of Master
Servicer to Be Held for Trustee.

          (a) The Master Servicer shall transmit to the Trustee or the related
Custodian on its behalf such documents and instruments coming into the
possession of the Master Servicer from time to


                                      188

<PAGE>

time as are required by the terms hereof to be delivered to the Trustee. Any
funds received by the Master Servicer in respect of any Mortgage Loan or which
otherwise are collected by the Master Servicer as Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan shall be deposited in the
Master Servicer Collection Account. The Master Servicer shall, and shall enforce
the obligation of each Servicer to, provide access to information and
documentation regarding the Mortgage Loans to the Securities Administrator, 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 OTS, 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 deposited in the Certificate Account.

          SECTION 11.06. Trustee to Retain Possession of Certain Insurance
Policies and Documents.

     The Trustee or the related Custodian on its behalf 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 and the
Servicers have otherwise fulfilled their respective obligations under this
Agreement, the Trustee or the related Custodian on its behalf 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 related Custodian on its
behalf, 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 the Mortgage File that come into the
possession of the Master Servicer from time to time.

          SECTION 11.07. Compensation for the Master Servicer and the Securities
Administrator.

     As compensation for the activities of the Master Servicer and the
Securities Administrator hereunder, the Master Servicer and the Securities
Administrator shall be entitled to a portion of the income from investment of or
earnings on the funds held from time to time in the Master Servicer Collection
Account and Certificate Account respectively, as provided in Section 3.05(g).
Each of the Master Servicer and the Securities Administrator shall be required
to pay all expenses incurred by it in connection with its activities hereunder
and shall not be entitled to reimbursement therefor except as provided in this
Agreement.

          SECTION 11.08. Annual Statement as to Compliance.

     Pursuant to this Agreement, the Master Servicer shall deliver to the
Depositor and the Securities Administrator on or before March 20 of each year
beginning in 2008, (or such other date that the


                                      189

<PAGE>

Depositor gives the Master Servicer at least 30 days prior notice of) in order
to remain in compliance with the Section 302 Requirements, an Officer's
Certificate stating, as to each signatory thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year and of
performance under this Agreement or a similar agreement has been made under such
officer's supervision, and (ii) to the best of such officers' knowledge, based
on such review, the Master Servicer has fulfilled all of its obligations under
this Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officers and the nature and status thereof. Copies of such statement shall be
provided by the Securities Administrator to any Certificateholder upon written
request at the Certificateholder's expense, provided such statement has been
delivered by the Master Servicer to the Securities Administrator.

     IN WITNESS WHEREOF, the Depositor, the Trustee, the Securities
Administrator, the Master Servicer and the Servicers 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:
                                               ---------------------------------


                                        CITIBANK, N.A.,
                                        as Trustee


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


                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Securities Administrator


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


                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Master Servicer


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


                                        WILSHIRE CREDIT CORPORATION,
                                        as a Servicer


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


                                      190

<PAGE>

                                        LITTON LOAN SERVICING LP,
                                        as a Servicer


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


                                        OPTION ONE MORTGAGE CORPORATION,
                                        as a Servicer


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


                                      191

<PAGE>

                                    EXHIBITS


                                       A
<PAGE>

                                    EXHIBIT A

                              FORMS OF CERTIFICATES

SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS (I) A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED AND (II) AN INTEREST IN NOTIONAL PRINCIPAL
CONTRACTS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER, THE TRUSTEE OR THE
SERVICERS REFERRED TO BELOW OR ANY OF THEIR AFFILIATES. NONE OF THIS
CERTIFICATE, THE REMIC REGULAR INTEREST REPRESENTED HEREBY OR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE DEPOSITOR, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER, THE TRUSTEE, THE SERVICERS OR BY ANY OF
THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

UNTIL THE TERMINATION OF THE SWAP AGREEMENT AND THE CAP CONTRACT, EACH
TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO REPRESENT (OR IN THE CASE OF A
DEFINITIVE CERTIFICATE, SHALL REPRESENT) TO THE SECURITIES ADMINISTRATOR THAT
(A) SUCH TRANSFEREE IS NOT, AND IS NOT ACTING FOR, ON BEHALF OF OR WITH ANY
ASSETS OF, ANY EMPLOYEE BENEFIT PLAN OR OTHER ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
ANY PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR (B) THE TRANSFEREE'S ACQUISITION AND HOLDING OF THIS
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE.

FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR.

                         CLASS [A][M][B]-[_____] CERTIFICATE
<TABLE>
<S>                              <C>
Number: [_____]                  Original Denomination:
                                 $[_____]

Cut-off Date: March 1, 2007      Last Scheduled
                                 Distribution Date: February 25, 2037

First Distribution Date:         Aggregate Initial Certificate
April 25, 2007                   Balance of all Class [A][M][B]-[_____]
                                 Certificates: $[_____]

Pass-Through Rate: Variable(1)   CUSIP:[_____]
</TABLE>

----------
(1)  Subject to a cap as described in the Agreement.

<PAGE>

                     MERRILL LYNCH MORTGAGE INVESTORS TRUST
                    MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
                                 Series 2007-HE2

evidencing an ownership interest in distributions allocable to the Class
[A][M][B]-[ ] Certificates with respect to a pool of conventional, sub-prime
mortgage loans formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

     Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Securities
Administrator for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co. has an interest herein.

     This certifies that CEDE & CO. is the registered owner of the ownership
interest (the "Ownership Interest") evidenced by this Certificate (obtained by
dividing the Original Denomination of this Certificate by the aggregate Initial
Certificate Balance of all Class [A][M][B]-[_____] Certificates) in certain
distributions with respect to a pool of conventional, sub-prime mortgage loans
(the "Mortgage Loans") formed and sold by Merrill Lynch Mortgage Investors, Inc.
(hereinafter called the "Depositor"), and certain other property held in trust
for the benefit of Certificateholders (collectively, the "Trust Fund"). The
Mortgage Loans are serviced by Wilshire Credit Corporation, Option One Credit
Corporation, and Litton Loan Servicing, LP (collectively, the "Servicers") and
are secured by first-lien or second-lien mortgages on the Mortgaged Properties.
The Trust Fund was created pursuant to a pooling and servicing agreement (the
"Agreement"), dated as of March 1, 2007, among the Depositor, the Servicers,
LaSalle Bank National Association, as master servicer and securities
administrator (the "Master Servicer" and "Securities Administrator"), and
Citibank, N.A., as trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement.

     This Certificate is one of a duly authorized issue of Certificates,
designated as Merrill Lynch Mortgage Investors Trust Mortgage Loan Asset-Backed
Certificates, Series 2007-HE2, Class [A][M][B]-[_____] (the "Class
[A][M][B]-[_____] Certificates") and is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
Agreement such Holder is bound.

     The Class A Certificates, the Class M Certificates, the Class B
Certificates, the Class P Certificates and the Class C Certificates are
collectively referred to herein as the "Certificates."

     Pursuant to the terms of the Agreement, the Securities Administrator will
distribute from funds in the Certificate Account the amounts described in the
Agreement on the 25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately following (the "Distribution Date"),
commencing in April 2007. Such distributions will be made to the Person in whose
name this Certificate is registered on the Record Date (as defined in the
Pooling and Servicing Agreement).

     Distributions on this Certificate will be made either by check mailed to
the address of the person entitled to distributions as it appears on the
Certificate Register or, in the case of any certificateholder that has so
notified the Securities Administrator in writing in accordance with the
Agreement, by wire transfer in

<PAGE>

immediately available funds to the account of such certificateholder at a bank
or other depository institution having appropriate wire transfer facilities;
provided, however, that the final distribution in retirement of the certificates
will be made only upon presentation and surrender of this Certificate at the
office of the Securities Administrator or such other address designated in
writing by the Securities Administrator. On each Distribution Date, a Holder of
this Certificate will receive such holder's Percentage Interest of the amounts
required to be distributed with respect to the applicable Class of Certificates.

     The Securities Administrator will maintain or cause to be maintained a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Securities Administrator will provide for the registration of
Certificates and of transfers and exchanges of Certificates. Upon surrender for
registration of transfer of any Certificate at any office or agency of the
Securities Administrator, or, if an Authenticating Agent has been appointed
under the Agreement, the Authenticating Agent, maintained for such purpose, the
Securities Administrator, will, subject to the limitations set forth in the
Agreement, authenticate and deliver, in the name of the designated transferee or
transferees, a Certificate of a like class and dated the date of authentication
by the Authenticating Agent. Notwithstanding the above, the final distribution
on this Certificate will be made after due notice by the Securities
Administrator, of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Securities Administrator, for that purpose and specified in such notice of final
distribution.

     Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof which further provisions shall for all purposes have
the same effect as if set forth at this place.

     Unless the certificate of authentication has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

     IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated: March 30, 2007                   LASALLE BANK NATIONAL ASSOCIATION,
                                        as Securities Administrator


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


CERTIFICATE OF AUTHENTICATION

This is one of the Certificates
referred to in the within-
mentioned Agreement.

LASALLE BANK NATIONAL ASSOCIATION,
as Authenticating Agent

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

<PAGE>

                             REVERSE OF CERTIFICATE

                     MERRILL LYNCH MORTGAGE INVESTORS TRUST
                    MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
                                 Series 2007-HE2

     This Certificate is one of a duly authorized issue of Certificates,
designated as Merrill Lynch Mortgage Investors Trust Mortgage Loan Asset-Backed
Certificates, Series 2007-HE2, issued in one or more Classes of Class A
Certificates, Class M Certificates, Class B Certificates, Class P Certificates
and Class C Certificates, each evidencing an interest in certain distributions
with respect to a pool of conventional, sub-prime Mortgage Loans formed and sold
by the Depositor and certain other property conveyed by the Depositor to the
Trustee or its Custodian.

     Following the initial issuance of the Certificates, the principal balance
of this Certificate will be different from the Original Denomination shown
above. Anyone acquiring this Certificate may ascertain its current principal
balance by inquiry of the Securities Administrator.

     The Holder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund and certain amounts resulting from credit enhancements
for payment hereunder and that the Securities Administrator is not liable to the
Holders for any amount payable under this Certificate or the Agreement or,
except as expressly provided in the Agreement, subject to any liability under
the Agreement.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Securities Administrator.

     No service charge will be made to the Holder for any transfer or exchange
of the Certificate, but the Securities Administrator may require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of the Certificate. Prior to due
presentation of a Certificate for registration of transfer, the Depositor and
the Securities Administrator may treat the person in whose name any Certificate
is registered as the owner of such Certificate and the Percentage Interest in
the Trust Fund evidenced thereby for the purpose of receiving distributions
pursuant to the Agreement and for all other purposes whatsoever, and neither the
Depositor nor the Securities Administrator will be affected by notice to the
contrary.

     The Agreement may be amended from time to time by the Depositor, the
Servicers, the Master Servicer, the Trustee and the Securities Administrator,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions therein which may be inconsistent with the
other provisions therein, to ensure continuing treatment of each REMIC included
in the Trust Fund as a REMIC, or to make any other provisions with respect to
matters or questions arising under the Agreement which are not materially
inconsistent with the provisions of the Agreement, provided that such action
does not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.

     The Agreement may also be amended from time to time by the Depositor, the
Servicers, the Master Servicer, the Trustee and the Securities Administrator,
with the consent of the Holders of Certificates evidencing in the aggregate not
less than 66 2/3% of the Percentage Interests of each Class of Certificates
affected thereby, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Agreement or of modifying in
any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment may (i) reduce in any manner the amount of, or

<PAGE>

delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interests of the
Holders of any Class of Certificates in a manner other than as described in
clause (i), without the consent of the Holders of Certificates of such Class
evidencing 66 2/3% or more of the Voting Rights of such Class or (iii) change
the percentage specified in clause (ii) of the third paragraph of Section 10.01
of the Agreement, without the consent of the Holders of all Certificates of such
Class then outstanding.

     The Class [A][M][B]-[ ] Certificates are issuable only in registerable
form, in minimum denominations of $25,000 in initial Certificate Principal
Amount and in integral multiples of $1 in excess thereof, registered in the name
of the nominee of the Clearing Agency, which shall maintain such Certificates
through its book-entry facilities.

     For federal income tax purposes, the Trust Fund will include multiple "real
estate mortgage investment conduits" (each, a "REMIC") in a tiered REMIC
structure. The REMIC Regular Interests will represent "regular interests" in one
of the REMICs included in the Trust Fund. The Class R Certificate will represent
the sole class of "residual interest" in each of the REMICs.

     The obligations and responsibilities of the Depositor, the Servicers, the
Master Servicer, the Trustee and the Securities Administrator under the
Agreement shall terminate upon the earlier of (a) the exercise by the Securities
Administrator of an Optional Termination; and (b) the later of (i) the maturity
or other liquidation (or any Advance with respect thereto) of the last Mortgage
Loan remaining in the Trust Fund 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 under the Agreement 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.

<PAGE>

                              [FORM OF ASSIGNMENT]

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

(PLEASE INSERT SOCIAL SECURITY* OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE)

________________________________________________________________________________

(Please Print or Type Name and Address of Assignee)

________________________________________________________________________________

the within Certificate, and all rights thereunder, and hereby does irrevocably
constitute and appoint

________________________________________________ Attorney to transfer the within
Certificate on the books kept for the registration thereof, with full power of
substitution in the premises.


                                        ----------------------------------------
Dated: __________________               NOTICE: The signature to this assignment
(Signature guaranty)                    must correspond with the name as it
                                        appears upon the face of the within
                                        Certificate in every particular, without
                                        alteration or enlargement or any change
                                        whatever.

(*This information, which is voluntary, is being requested to ensure that the
assignee will not be subject to backup withholding under Section 3406 of the
Code.)

<PAGE>


                           FORM OF CLASS R CERTIFICATE

THIS CERTIFICATE IS A REMIC RESIDUAL INTEREST CERTIFICATE. THIS CERTIFICATE DOES
NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE
DEPOSITOR, THE TRUSTEE, OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE MAY BE MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ON THE FACE HEREOF.

NEITHER THIS CERTIFICATE, NOR ANY BENEFICIAL INTEREST IN THIS CERTIFICATE, MAY
BE TRANSFERRED, SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS PRIOR TO SUCH
DISPOSITION, THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE (I) AN AFFIDAVIT
STATING (A) THAT THE PROPOSED TRANSFEREE IS NOT A "DISQUALIFIED ORGANIZATION"
WITHIN THE MEANING OF SECTION 860(E)(5) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") AND IS NOT PURCHASING THE CERTIFICATE ON BEHALF OF A
DISQUALIFIED ORGANIZATION, (B) THAT NO PURPOSE OF SUCH TRANSFER IS TO AVOID OR
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, (C) IN THE CASE OF A NON-U.S.
PERSON, THAT THE PROPOSED TRANSFEREE IS A NON-U.S. PERSON THAT HOLDS A RESIDUAL
CERTIFICATE IN CONNECTION WITH THE CONDUCT OF A TRADE OR BUSINESS WITHIN THE
UNITED STATES AND HAS FURNISHED THE TRANSFEROR AND THE TRUSTEE WITH AN EFFECTIVE
INTERNAL REVENUE SERVICE FORM W-8ECI OR SUCCESSOR FORM AT THE TIME AND IN THE
MANNER REQUIRED BY THE CODE AND (II) AN AFFIDAVIT STATING THAT THE PROPOSED
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A
PLAN SUBJECT TO ANY PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR
OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR
INDIRECTLY ACQUIRING THE CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY
SUCH PLAN IN ADDITION, THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NOMINEE.



<PAGE>




            STRUCTURED ASSET SECURITIES CORPORATION, SERIES 2007-RF1
                   MORTGAGE PASS-THROUGH CERTIFICATE, CLASS R

         Evidencing a beneficial interest in a trust fund consisting of two
         pools of fixed rate and adjustable rate, first lien mortgage loans and
         other assets established by:

                    STRUCTURED ASSET SECURITIES CORPORATION




Initial Class Principal                         Initial Certificate
Amount of the Class R                           Principal Amount of this
Certificate:  $100.00                           Certificate:  $100.00


Certificate Interest Rate:  Variable            Cut-off Date: March 1, 2007


NUMBER 1                                        CUSIP: [ ]



<PAGE>


         THIS CERTIFIES THAT TFINN & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate in (i) certain distributions
of principal and interest on certain adjustable rate, first lien residential
mortgage loans (the "Mortgage Loans"), (ii) such amounts and investments as from
time to time may be held in the Trust Fund established pursuant to the Trust
Agreement (as defined on the reverse hereof) and (iii) certain other assets, if
any, as described in the Trust Agreement (the foregoing assets hereinafter
collectively referred to as the "Trust Fund").

         Distributions on this Certificate will be made on the 25th day of each
month or, if such a day is not a Business Day, then on the next succeeding
Business Day, commencing in April 2007 (each, a "Distribution Date"), to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the calendar month immediately preceding the month in
which such Distribution Date occurs (the "Record Date"), in an amount equal to
the product of the Percentage Interest evidenced by this Certificate and the
amount, if any, required to be distributed to all the Certificates of the Class
represented by this Certificate. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Certificate.

         Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, whose name appears below by manual signature, this
Certificate shall not be entitled to any benefit under the Trust Agreement or be
valid for any purpose.



<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                         U.S. BANK NATIONAL ASSOCIATION,
                                              as Trustee



                                         By:
                                            ------------------------------------
                                            AUTHORIZED SIGNATORY


                                         Dated: March 30, 2007
                                               ---------------------------------





                      TRUSTEE'S CERTIFICATE AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Trust
Agreement.

                                         U.S. BANK NATIONAL ASSOCIATION,
                                              as Trustee



                                         By:
                                            ------------------------------------
                                            AUTHORIZED SIGNATORY


                                         Dated: March 30, 2007
                                               ---------------------------------




<PAGE>


                     STRUCTURED ASSET SECURITIES CORPORATION
               MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2007-RF1

         This Certificate is one of a duly authorized issue of certificates
designated as Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2007-RF1 (the "Certificates"), representing all or part of
a beneficial ownership interest in a Trust Fund established pursuant to a Trust
Agreement dated as of March 1, 2007 (the "Trust Agreement"), among Structured
Asset Securities Corporation, as Depositor, U.S. Bank National Association, as
Trustee and Aurora Loan Services LLC, as Master Servicer, to which terms,
provisions and conditions thereof the Holder of this Certificate by virtue of
the acceptance hereof assents, and by which such Holder is bound. The
Certificates consist of the following Classes: Class 1-A, Class 1-AIO, Class
2-A, Class B1, Class B2, Class B3, Class B4, Class B5, Class B6, Class R and
Class 1-X Certificates.

         On each Distribution Date, the Available Distribution Amount will be
distributed from the Certificate Account to Holders of the Certificates
according to the terms of the Trust Agreement. All distributions or allocations
made with respect to each Class of Certificates on each Distribution Date shall
be allocated among the outstanding Certificates of such Class based on the
Certificate Principal Amount (or Notional Amount) of each such Certificate.

         Distributions on this Certificate will be made by check mailed to the
Holder of record of this Certificate on the immediately preceding Record Date at
the address of such Holder as it appears on the Certificate Register (except
that with respect to a Certificate registered in the name of a Clearing Agency
or its nominee, distributions will be made by wire transfer of immediately
available funds), or by wire transfer in immediately available funds, upon
written request of any Certificateholder submitted to the Trustee. Wire
transfers will be made at the expense of the Holder requesting the same by
deducting a wire transfer fee from the related distribution. The final
distribution on this Certificate will be made, after due notice to the Holder of
the pendency of such distribution, only upon presentation and surrender of this
Certificate at the Corporate Trust Office (as defined below).

         The Corporate Trust Office with respect to the presentment and
surrender of Certificates for the final distribution thereon and the presentment
and surrender of the Certificates for any other purpose is the corporate trust
office of the Trustee at U.S. Bank National Association, 1 Federal Street,
Boston, MA 02110, Attention: Corporate Trust Services. The Trustee may designate
another address from time to time by notice to the Holders of the Certificates
and the Depositor.

         The Trust Agreement permits the amendment thereof from time to time by
the Depositor, the Master Servicer and the Trustee with the consent of the
Holders of not less than 66 2/3% of the outstanding Class Principal Amount (or
Percentage Interest) of each Class of Certificates affected thereby for the
purpose of adding, changing or eliminating any provisions of the Trust Agreement
or modifying the rights of the Holders of the Certificates thereunder; provided,
however, that (i) no such amendment may be made unless the Trustee receives an
opinion of counsel as to certain tax matters specified in the Trust Agreement
and (ii) no such amendment may (a) reduce the amount or delay the timing of
distributions required to be made on any Certificate without the consent of the
Holder of such Certificate, or (b) reduce the percentage of

<PAGE>


outstanding Class Principal Amount (or Percentage Interest) of each Class the
Holders of which are required to consent to any such amendment, without the
consent of the Holders of 100% of the Class Principal Amount (or Percentage
Interest) of each Class affected thereby. Any consent by the Holder of this
Certificate will be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Trust Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registerable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Certificate
Registrar, duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class of authorized denominations evidencing the same initial Certificate
Principal Amount (or Notional Amount) will be issued to the designated
transferee or transferees. As provided in the Trust Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for new
Certificates of the same Class evidencing the same aggregate initial Certificate
Principal Amount (or Notional Amount) as requested by the Holder surrendering
the same. No service charge will be made for any such registration of transfer
or exchange, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

         The Class 1-A, Class 2-A, Class B1, Class B2, Class B3 and Class B4
Certificates are issuable only in registered form, in minimum denominations of
$100,000 and integral multiples of $1 in excess thereof registered in the name
of the nominee of the Clearing Agency, which shall maintain such Certificates
through its book-entry facilities. The Class B5 and Class B6 Certificates are
issuable only in registered form, in minimum denominations of $250,000 and
integral multiples of $1 in excess thereof registered in the name of the nominee
of the Clearing Agency, which shall maintain such Certificates through its
book-entry facilities. The Class 1-AIO Certificates are issuable only in
registered form, in minimum denominations of $1,000,000 in Notional Amount and
integral multiples of $1 in excess thereof registered in the name of the nominee
of the Clearing Agency, which shall maintain such Certificates through its
book-entry facilities. The Class 1-X Certificates are issuable in minimum
denominations of 25% and shall be maintained in physical, fully registered form.
The Class R Certificate is issuable as a single Certificate and shall be
maintained in physical, fully registered form, representing the entire
percentage interest of such Class. The Class R Certificate shall remain
outstanding until the latest final Distribution Date for the Certificates.

         All of the Certificates will be subject to optional prepayment in full
in accordance with the Trust Agreement on any Distribution Date after the date
on which the total Scheduled Principal Balance of the Mortgage Loans (determined
in the aggregate rather than by pool) is less than 5% of the Cut-off Date
Balance of the Mortgage Loans. In no event will the trust created by the Trust
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants living at the date of the Trust Agreement of a
certain person named in the Trust Agreement.

<PAGE>



         The Depositor, the Trustee and the Certificate Registrar and any agent
of any of them may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
nor the Certificate Registrar nor any such agent shall be affected by any notice
to the contrary.

         As provided in the Trust Agreement, this Certificate and the Trust
Agreement shall be construed in accordance with and governed by the laws of the
State of New York, without regard to the conflict of laws principles applied in
the State of New York. In the event of any conflict between the provisions of
this Certificate and the Trust Agreement, the Trust Agreement shall be
controlling. Any term used herein and not otherwise defined shall be as defined
in the Trust Agreement.



<PAGE>

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee
and social security number or employer identification number)


--------------------------------------------------------------------------------
the within Certificate stating in the names of the undersigned in the
Certificate Register and does hereby irrevocably constitute and appoint


--------------------------------------------------------------------------------
to transfer such Certificate in such Certificate Register.


--------------------------------------------------------------------------------
        I [we] further direct the Certificate Registrar to issue a new
Certificate of the same Class of like principal to the above-named assignee and
deliver such Certificate to the following address:


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------




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

------------------------------------
Authorized Officer                      -------------------------------------
                                        Signature Guaranteed

------------------------------------    -------------------------------------
Name of Institution                          NOTICE: The signature(s) of this
                                        assignment must correspond with the
                                        name(s) on the face of this Certificate
                                        without alteration or any change
                                        whatsoever. The signature must be
                                        guaranteed by a participant in the
                                        Securities Transfer Agents Medallion
                                        Program, the New York Stock Exchange
                                        Medallion Signature Program or the
                                        Stock Exchanges Medallion Program.
                                        Notarized or witnessed signatures are
                                        not acceptable as guaranteed signatures.









<PAGE>


                            DISTRIBUTION INSTRUCTIONS


         The assignee should include the following for the information of the
Certificate Registrar. Distributions shall be made by wire transfer in
immediately available funds to


--------------------------------------------------------------------------------

for the account of
                   -------------------------------------------------------------

account number                     or, if mailed by check, to
               -------------------                            ------------------


--------------------------------------------------------------------------------

Applicable reports and statements should be mailed to
                                                     ---------------------------

--------------------------------------------------------------------------------

         This information is provided by
                                         ---------------------------------------

the assignee named above, or                                       as its agent.
                            ---------------------------------------






<PAGE>

                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

On file at the offices of:
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, Pennsylvania 19104-2808
Attention: Steven J. Molitor
Telephone: (215) 994-2777
Telecopier: (215) 994-2222

<PAGE>

                                    EXHIBIT C

                                   [RESERVED]

<PAGE>

                                    EXHIBIT D

                          FORM OF INITIAL CERTIFICATION

                                     [DATE]

Merrill Lynch Mortgage Investors, Inc.
250 Vesey Street
4 World Financial Center, 10th Floor
New York, New York 10080

Wilshire Credit Corporation
14523 S.W. Millikan Way, Suite 200
Beaverton, Oregon 97005

Litton Loan Servicing LP
4828 Loop Central Drive
Houston, Texas 77081

Option One Mortgage Corporation
3 Ada
Irvine, California 92618

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois 60603

Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York 10013
Attention: Structured Finance Agency & Trust MLMI 2007-HE2

Re:   Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
      Certificates, Series 2007-HE2

Ladies and Gentlemen:

          In accordance with Section 2.02 of the Pooling and Servicing Agreement
dated as of March 1, 2007 among Merrill Lynch Mortgage Investors, Inc., as
depositor, LaSalle Bank National Association, as master servicer and securities
administrator, Citibank, N.A. as trustee and Wilshire Credit Corporation, Litton
Loan Servicing LP and Option One Mortgage Corporation, as the servicers (the
"Pooling and Servicing Agreement"), the undersigned, as custodian, hereby
certifies that [, except as set forth in Schedule A hereto,] as to each Mortgage
Loan listed in the Mortgage Loan Schedule attached hereto (other than any
Mortgage Loan paid in full or listed on the attachment hereto) it has reviewed
the Mortgage File and the Mortgage Loan Schedule and has determined that:

<PAGE>



          (i) All documents in the Mortgage File required to be delivered to the
     Trustee or the Custodian on its behalf pursuant to Section 2.01 (A)-(B),
     (C) (if applicable), (D) and (E) and the documents if actually received by
     it under Section 2.01(F) of the Pooling and Servicing Agreement are in its
     possession;

          (ii) In connection with each Mortgage Loan or Assignment thereof as to
     which documentary evidence of recording was not received on the Closing
     Date, it has received evidence of such recording; and

          (iii) Such documents have been reviewed by it and appear regular on
     their face and relate to such Mortgage Loan.

          The custodian has made no independent examination of any documents
contained in each Mortgage File beyond confirming (i) that the Mortgage Loan
number, the name of the Mortgagor, the street address (excluding zip code), the
mortgage interest rate at origination, the gross margin (if applicable), the
lifetime rate cap (if applicable), the periodic rate cap (if applicable), the
original principal balance, the first payment due date and the original maturity
date in each Mortgage File conform to the respective Mortgage Loan number and
name listed on the Mortgage Loan Schedule and (ii) the existence in each
Mortgage File of each of the documents listed in subparagraphs (i)(A) through
(E), as applicable, inclusive, of Section 2.01 in the Agreement. The custodian
makes no representations or warranties as to the validity, legality,
recordability, sufficiency, enforceability, due authorization or genuineness of
any of the documents contained in each Mortgage Loan or the collectability,
insurability, effectiveness, priority, perfection or suitability of any such
Mortgage Loan.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-referenced Pooling and

Servicing Agreement.

                                        [_____________],
                                        as Custodian on behalf of Citibank, N.A.
                                        as Trustee


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


                                       D-2
<PAGE>

                                   EXHIBIT E-1

                    FORM OF TRANSFEREE'S LETTER AND AFFIDAVIT

                                     [DATE]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois 60603

Attention: Merrill Lynch Mortgage Investors Trust,
           Series 2007-HE2

Ladies and Gentlemen:

          We propose to purchase Merrill Lynch Mortgage Investors Trust,
Mortgage Loan Asset-Backed Certificates, Series 2007-HE2, Class R, described in
the Prospectus Supplement, dated March [29], 2007, and the Prospectus, dated
March 22, 2007.

     1. We certify that (a) we are not a disqualified organization and (b) we
are not purchasing such Class R Certificate on behalf of a disqualified
organization; for this purpose the term "disqualified organization" means the
United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (except any entity treated as other than an instrumentality of
the foregoing for purposes of Section 168(h)(2)(D) of the Internal Revenue Code
of 1986, as amended (the "Code")), any organization (other than a cooperative
described in Section 521 of the Code) that is exempt from taxation under the
Code (unless such organization is subject to tax on excess inclusions) and any
organization that is described in Section 1381(a)(2)(C) of the Code. We
understand that any breach by us of this certification may cause us to be liable
for an excise tax imposed upon transfers to disqualified organizations.

     2. We certify that (a) we have historically paid our debts as they became
due, (b) we intend, and believe that we will be able, to continue to pay our
debts as they become due in the future, (c) we understand that, as beneficial
owner of the Class R Certificate, we may incur tax liabilities in excess of any
cash flows generated by the Class R Certificate, and (d) we intend to pay any
taxes associated with holding the Class R Certificate as they become due and (e)
we will not cause income from the Class R Certificate to be attributable to a
foreign permanent establishment or fixed base (within the meaning of an
applicable income tax treaty) of ours or another U.S. taxpayer.

<PAGE>

     3. We acknowledge that we will be the beneficial owner of the Class R
Certificate and:(2)

     _______ The Class R Certificate will be registered in our name.
     _______ The Class R Certificate will be held in the name of our
          nominee, _________________, which is not a disqualified organization.

     4. We certify that we are not an employee benefit plan subject to Title I
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a
plan subject to Section 4975 of the Code or a plan subject to federal, state,
local, non-U.S. or other law substantively similar to the foregoing provisions
of ERISA or the Code (each, a "Plan"), and are not directly or indirectly
acquiring the Class R Certificate on behalf of or with any assets of a Plan.

     5. We certify that (i) we are a U.S. person or (ii) we will hold the Class
R Certificate in connection with the conduct of a trade or business within the
United States and have furnished the transferor and the Securities Administrator
with a duly completed and effective Internal Revenue Service Form W-8ECI or
successor form at the time and in the manner required by the Code; for this
purpose the term "U.S. person" means a citizen or resident of the United States,
a corporation, or partnership (unless, in the case of a partnership, Treasury
regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any State thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of the source of its income, 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 U.S. persons have the authority to control all
substantial decisions of the trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons. We agree that any breach by us
of this certification shall render the transfer of any interest in the Class R
Certificate to us absolutely null and void and shall cause no rights in the
Class R Certificate to vest in us.

     6. We agree that in the event that at some future time we wish to transfer
any interest in the Class R Certificate, we will transfer such interest in the
Class R Certificate only (a) to a transferee that (i) is not a disqualified
organization and is not purchasing such interest in the Class R Certificate on
behalf of a disqualified organization, (ii) is a U.S. person or will hold the
Class R Certificate in connection with the conduct of a trade or business within
the United States and will furnish us and the Securities Administrator with a
duly completed and effective Internal Revenue Service Form W-8ECI or successor
form at the time and in the manner required by the Code and (iii) has delivered
to the Securities Administrator a letter in the form of this letter (including
the affidavit appended hereto) and, we will provide the Securities Administrator
a written statement substantially in the form of Exhibit E-2 to the Pooling and
Servicing Agreement.

     7. We hereby designate _______________________ as our fiduciary to act as
the tax matters person for each of the REMICs provided for in the Pooling and
Servicing Agreement.

----------
(2)  Check appropriate box and if necessary fill in the name of the Transferee's
     nominee.


                                      E1-2

<PAGE>

                                       Very truly yours,

                                       [PURCHASER]


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


Accepted as of __________ __, 200__

MERRILL LYNCH MORTGAGE INVESTORS, INC.


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


                                      E1-3

<PAGE>

                                   APPENDIX A

                                        Affidavit pursuant to (i) Section
                                        860E(e)(4) of the Internal Revenue Code
                                        of 1986, as amended, and (ii) certain
                                        provisions of the Pooling and Servicing
                                        Agreement

Under penalties of perjury, the undersigned declares that the following is true:

     1. He or she is an officer of _________________________ (the "Transferee"),

     2. the Transferee's Employer Identification number is __________,

     3. the Transferee is not a "disqualified organization" (as defined below),
has no plan or intention of becoming a disqualified organization, and is not
acquiring any of its interest in the Merrill Lynch Mortgage Investors Trust,
Mortgage Loan Asset-Backed Certificates, Series 2007-HE2, Class R Certificate on
behalf of a disqualified organization or any other entity,

     4. unless Merrill Lynch Mortgage Investors, Inc.("MLMI") has consented to
the transfer to the Transferee by executing the form of Consent affixed as
Appendix B to the Transferee's Letter to which this Certificate is affixed as
Appendix A, the Transferee is a "U.S. person" (as defined below),

     5. that no purpose of the transfer is to avoid or impede the assessment or
collection of tax,

     6. the Transferee has historically paid its debts as they became due,

     7. the Transferee intends, and believes that it will be able, to continue
to pay its debts as they become due in the future,

     8. the Transferee understands that, as beneficial owner of the Class R
Certificate, it may incur tax liabilities in excess of any cash flows generated
by the Class R Certificate,

     9. the Transferee intends to pay any taxes associated with holding the
Class R Certificate as they become due,

     10. the Transferee consents to any amendment of the Pooling and Servicing
Agreement that shall be deemed necessary by MLMI (upon advice of counsel) to
constitute a reasonable arrangement to ensure that the Class R Certificate will
not be owned directly or indirectly by a disqualified organization, and

     11. IF BRACKETED, THE FOLLOWING CERTIFICATIONS ARE INAPPLICABLE [the
transfer is not a direct or indirect transfer of the Class R Certificate to a
foreign permanent establishment or fixed base (within the meaning of an
applicable income tax treaty) of the Transferee, and as to each of the residual
interests represented by the Class R Certificate, the present value of the
anticipated tax liabilities associated with holding such residual interest does
not exceed the sum of:

     A. the present value of any consideration given to the Transferee to
acquire such residual interest;


                                      E1-4

<PAGE>

     B. the present value of the expected future distributions on such residual
interest; and

     C. the present value of the anticipated tax savings associated with holding
such residual interest as the related REMIC generates losses.

For purposes of this declaration, (i) the Transferee is assumed to pay tax at a
rate equal to the highest rate of tax specified in Section 11(b)(1) of the Code,
but the tax rate specified in Section 55(b)(1)(B) of the Code may be used in
lieu of the highest rate specified in Section 11(b)(1) of the Code if the
Transferee has been subject to the alternative minimum tax under Section 55 of
the Code in the preceding two years and will compute its taxable income in the
current taxable year using the alternative minimum tax rate, and (ii) present
values are computed using a discount rate equal to the Federal short-term rate
prescribed by Section 1274(d) of the Code for the month of the transfer and the
compounding period used by the Transferee;]

[(11)(A)  at the time of the transfer, and at the close of each of the
          Transferee's two fiscal years preceding the Transferee's fiscal year
          of transfer, the Transferee's gross assets for financial reporting
          purposes exceed $100 million and its net assets for financial
          reporting purposes exceed $10 million; and

     (B)  the Transferee is an eligible corporation as defined in Treasury
          regulations Section 1.860E-1(c)(6)(i) and has agreed in writing that
          any subsequent transfer of the Class R Certificate will be to another
          eligible corporation in a transaction that satisfies Treasury
          regulation Sections 1.860E-1(c)(4)(i), 1.860E-1(c)(4)(ii),
          1.860E-1(c)(4)(iii) and 1.860E-1(c)(5) and such transfer will not be a
          direct or indirect transfer to a foreign permanent establishment
          (within the meaning of an applicable income tax treaty) of a domestic
          corporation.

For purposes of this declaration, the gross and net assets of the Transferee do
not include any obligation of any related person as defined in Treasury
regulation Section 1.860E-1(c)(6)(ii) or any other asset if a principal purpose
for holding or acquiring the other asset is to permit the Transferee to make
this declaration or to satisfy the requirements of Treasury regulation Section
1.860E-1(c)(5)(i).]

(12) The Transferee will not cause income from the Class R Certificate to be
attributable to a foreign permanent establishment or fixed base (within the
meaning of an applicable income tax treaty) of the Transferee or another U.S.
taxpayer.

For purpose of this affidavit, the term "disqualified organization" means the
United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (except any entity treated as other than an instrumentality of
the foregoing for purposes of Section 168(h)(2)(D) of the Internal Revenue Code
of 1986, as amended (the "Code")), any organization (other than a cooperative
described in Section 521 of the Code) that is exempt from taxation under the
Code (unless such organization is subject to tax on excess inclusions) and any
organization that is described in Section 1381(a)(2)(C) of the Code and the term
"U.S. Person" means a citizen or resident of the United States, a corporation or
partnership (unless, in the case of a partnership, Treasury regulations are
adopted that provide otherwise) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to Unites States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary


                                      E1-5

<PAGE>

supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust, (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).


By:
    ---------------------------------

Address of Investor for receipt
of distribution:
                 --------------------

Address of Investor for receipt
of tax information:
                    -----------------

(Corporate Seal)

Attest:
        -----------------------------
                          , Secretary
--------------------------


                                      E1-6

<PAGE>

Personally appeared before me the above-named ______________, known or proved to
me to be the same person who executed the foregoing instrument and to be the
_______ of the Investor, and acknowledged to me that he executed the same as his
free act and deed and the free act and deed of the Investor.

Subscribed and sworn before me this day of __________, 200_.

Notary Public

County of ____________________________

State of _____________________________

My commission expires the ________ day of ______________


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

Dated:
       --------------

                                      E1-7

<PAGE>

                                   EXHIBIT E-2

                         FORM OF TRANSFEROR'S AFFIDAVIT

                                     [DATE]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois 60603
Attention: Global Securities and Trust Services --Merrill Lynch Mortgage
Investors Trust, Series 2007-HE2

Re:  Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
     Certificates, Series 2007-HE2

          _______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no actual
knowledge that such affidavit is not true, and has no reason to believe that the
Transferee has the intention to impede the assessment or collection of any
federal, state or local taxes legally required to be paid with respect to the
Class R Certificate referred to in the attached affidavit. In addition, the
Transferor has conducted a reasonable investigation at the time of the transfer
and found that the Transferee had historically paid its debts as they came due
and found no significant evidence to indicate that the Transferee will not
continue to pay its debts as they become due.

                                        Very truly yours,


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

<PAGE>

                                    EXHIBIT F

                         FORM OF TRANSFEROR CERTIFICATE

                                     [DATE]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois 60603

Attention: Global Securities and Trust Services - Merrill Lynch Mortgage
Investors Trust, Series 2007-HE2

RE:  Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
     Certificates, Series 2007-HE2

Ladies and Gentlemen:

          In connection with our disposition of the Class [____] Certificate, we
certify that (a) we understand that the Certificates have not been registered
under the Securities Act of 1933, as amended (the "Act"), and are being disposed
by us in a transaction that is exempt from the registration requirements of the
Act and (b) we have not offered or sold any Certificates to, or solicited offers
to buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, in a manner that would be deemed, or taken
any other action that would result in, a violation of Section 5 of the Act. All
capitalized terms used herein but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement dated as of March 1,
2007, among Merrill Lynch Mortgage Investors, Inc., as depositor, LaSalle Bank
National Association, as master servicer and securities administrator, Citibank
N.A., as trustee, Wilshire Credit Corporation, as a servicer, Litton Loan
Servicing LP, as a servicer and Option One Mortgage Corporation, as a servicer.

                                        Very truly yours,

                                        Name of Transferor


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

<PAGE>

                                    EXHIBIT G

                            FORM OF INVESTMENT LETTER

                              (ACCREDITED INVESTOR)

                                     [DATE]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois 60603
Attention:   Global Securities and Trust Services - Merrill Lynch Mortgage
             Investors Trust, Series 2007-HE2

Re: Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
    Certificates, Series 2007-HE2

Ladies and Gentlemen:

          ______________ (the "Purchaser") intends to purchase from
________________ (the "Transferor") $_______ by original principal balance (the
"Transferred Certificates") of Merrill Lynch Mortgage Investors Trust, Mortgage
Loan Asset-Backed Certificates, Series 2007-HE2, Class [____] (the
"Certificates"), issued pursuant to a Pooling and Servicing Agreement, dated as
of March 1, 2007 (the "Pooling and Servicing Agreement"), among Merrill Lynch
Mortgage Investors, Inc., as depositor (the "Depositor"), LaSalle Bank National
Association, as master servicer (the "Master Servicer") and securities
administrator (the "Securities Administrator"), Citibank, N.A., as trustee (the
"Trustee"), Wilshire Credit Corporation, as a servicer ("Wilshire"), Litton Loan
Servicing LP, as a servicer ("Litton") and Option One Mortgage Corporation, as a
servicer ("Option One" and together with Wilshire and Litton, the "Servicers").
[The Purchaser intends to register the Transferred Certificate in the name of
____________________, as nominee for _________________.] All terms used and not
otherwise defined herein shall have the meanings set forth in the Pooling and
Servicing Agreement.

          For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Purchaser certifies, represents and warrants
to, and covenants with, the Depositor and the Securities Administrator that:

     12. The Purchaser understands that (a) the Certificates have not been
registered or qualified under the Securities Act of 1933, as amended (the
"Securities Act"), or the securities laws of any state, (b) neither the
Depositor nor the Securities Administrator is required, and neither of them
intends, to so register or qualify the Certificates, (c) the Certificates cannot
be resold unless (i) they are registered and qualified under the Securities Act
and the applicable state securities laws or (ii) an exemption from registration
and qualification is available and (d) the Pooling and Servicing Agreement
contains restrictions regarding the transfer of the Certificates.

     13. All Certificates other than ERISA Restricted Certificates and Class R
Certificates will be a legend to the following effect:

     UNTIL THE TERMINATION OF THE SWAP AGREEMENT AND THE CAP AGREEMENT, EACH
     TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO REPRESENT (OR

<PAGE>

     IN THE CASE OF A DEFINITIVE CERTIFICATE, SHALL REPRESENT) TO THE SECURITIES
     ADMINISTRATOR THAT (A) SUCH TRANSFEREE IS NOT, AND IS NOT ACTING FOR, ON
     BEHALF OF OR WITH ANY ASSETS OF, ANY EMPLOYEE BENEFIT PLAN OR OTHER
     ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
     ACT OF 1974, AS AMENDED ("ERISA"), OR ANY PLAN SUBJECT TO SECTION 4975 OF
     THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) THE
     TRANSFEREE'S ACQUISITION AND HOLDING OF THIS CERTIFICATE [IS COVERED BY AND
     EXEMPT UNDER ANY OF SECTION 408(B)(17) OF ERISA OR SECTION 4975(D)(20) OF
     THE CODE, PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1,
     PTCE 91-38, PTCE 95-60, OR PTCE 96-23, EACH AS AMENDED.]

     14. The Certificates (other than the Class R Certificate) will bear a
legend to the following effect:

     THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED (THE "ACT"), THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
     "1940 ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS, AND MAY NOT,
     DIRECTLY OR INDIRECTLY, BE SOLD OR OTHERWISE TRANSFERRED, OR OFFERED FOR
     SALE, UNLESS SUCH TRANSFER IS NOT SUBJECT TO REGISTRATION UNDER THE ACT,
     THE 1940 ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND SUCH TRANSFER
     ALSO COMPLIES WITH THE OTHER PROVISIONS OF SECTION 5.02 OF THE POOLING AND
     SERVICING AGREEMENT. IF THE CERTIFICATE IS A DEFINITIVE CERTIFICATE, NO
     TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE SECURITIES
     ADMINISTRATOR SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO
     THE SECURITIES ADMINISTRATOR (A) AN INVESTMENT LETTER FROM THE PROSPECTIVE
     INVESTOR; AND (B) REPRESENTATIONS FROM THE TRANSFEROR REGARDING THE
     OFFERING AND SALE OF THE CERTIFICATES.

     15. The ERISA Restricted Certificates will bear a legend to the following
effect:

     NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE SECURITIES
     ADMINISTRATOR HAS RECEIVED (A) A REPRESENTATION THAT SUCH TRANSFEREE IS NOT
     AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
     INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO
     SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
     OR A PLAN SUBJECT TO 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 THIS CERTIFICATE BY, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH
     PLAN, (B) IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING
     UNDERWRITING, A REPRESENTATION THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY
     THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS OF 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 (C) SOLELY


                                       G-2

<PAGE>

     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 BY THE PROSPECTIVE TRANSFEREE 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 MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE,
     THE SERVICERS OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO THOSE
     UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AND SERVICING AGREEMENT, WHICH
     OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE MASTER SERVICER, THE
     SECURITIES ADMINISTRATOR, THE TRUSTEE, THE SERVICERS OR THE DEPOSITOR. IF
     THE CERTIFICATE IS NOT A DEFINITIVE CERTIFICATE, THE TRANSFEREE IS DEEMED
     TO HAVE MADE THE REPRESENTATION IN (A) OR (B) ABOVE.

     16. The Class R Certificate will bear a legend to the following effect:

     THIS CLASS R CERTIFICATE MAY NOT BE TRANSFERRED, EXCEPT IN ACCORDANCE WITH
     SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT AND THE HOLDER OF THIS
     CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
     TRANSFER SUCH CERTIFICATE ONLY IN ACCORDANCE WITH SECTION 5.02 OF THE
     POOLING AND SERVICING AGREEMENT. NO TRANSFER OF THIS CERTIFICATE SHALL BE
     MADE UNLESS THE SECURITIES ADMINISTRATOR SHALL HAVE RECEIVED, IN FORM AND
     SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR (A) A TRANSFER
     AFFIDAVIT FROM THE PROSPECTIVE INVESTOR; AND (B) AN AFFIDAVIT FROM THE
     TRANSFEROR REGARDING THE OFFERING AND SALE OF THE CERTIFICATE.

     NO TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
     TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH A REPRESENTATION THAT
     SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
     EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A
     PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO STATE, LOCAL,
     FEDERAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
     PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW"), AND IS NOT DIRECTLY OR
     INDIRECTLY ACQUIRING THIS CERTIFICATE BY, ON BEHALF OF, OR WITH ANY ASSETS
     OF ANY SUCH PLAN.

     17. The Purchaser is acquiring the Transferred Certificates for its own
account [FOR INVESTMENT ONLY] * and not with a view to or for sale or other
transfer in connection with any distribution of the Transferred Certificates in
any manner that would violate the Securities Act or any applicable state
securities laws, subject, nevertheless, to the understanding that disposition of
the Purchaser's property shall at all times be and remain within its control.

     18. The Purchaser (a) is a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business matters,
and in particular in such matters related to

----------
*    No required of a broker/dealer purchaser.


                                       G-3

<PAGE>

securities similar to the Certificates, such that it is capable of evaluating
the merits and risks of investment in the Certificates, (b) is able to bear the
economic risks of such an investment and (c) is an "accredited investor" within
the meaning of Rule 501(a) promulgated pursuant to the Securities Act.

     19. The Purchaser will not nor has it authorized nor will it authorize any
person to (a) offer, pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other similar security to
any person in any manner, (b) solicit any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c)
otherwise approach or negotiate with respect to any Certificate, any interest in
any Certificate or any other similar security with any person in any manner, (d)
make any general solicitation by means of general advertising or in any other
manner, or (e) take any other action, that would constitute a distribution of
any Certificate under the Securities Act or the Investment Company Act of 1940,
as amended (the "1940 Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law, or that would require registration or qualification pursuant
thereto. Neither the Purchaser nor anyone acting on its behalf has offered the
Certificates for sale or made any general solicitation by means of general
advertising or in any other manner with respect to the Certificates. The
Purchaser will not sell or otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing Agreement.

     20. Either (i) the Purchaser of a Certificate that is neither an ERISA
Restricted Certificate nor a Class R Certificate is not, and is not acting for,
on behalf of or with any assets of, an employee benefit plan or other
arrangement subject to Title I of ERISA or plan subject to Section 4975 of the
Code, or (ii) until the termination of the Swap Agreement and the Cap Contract,
such Purchaser's acquisition and holding of such Certificates [are eligible for
exemptive relief under any of Section 408(b)(17) of ERISA or Section 4975(d)(20)
of the Code, Prohibited Transaction Class Exemption ("PTCE") 84-14, PTCE 90-1,
PTCE 91-38, PTCE 95-60 or PTCE 96-23.]

     21. The Purchaser of an ERISA Restricted Certificate (A) is not an employee
benefit plan subject to Title I of ERISA, a plan subject to Section 4975 of the
Code, 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") and is not directly or indirectly acquiring such Certificates by, on
behalf of, or with any assets of any such plan, or (B) if the Certificate has
been the subject of an ERISA-Qualifying Underwriting, is an insurance company
that is acquiring the Certificate with assets of 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 (C) solely in the event the
Certificate is a Definitive Certificate, herewith delivers 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 the 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 Trustee, the Master Servicer,
the Securities Administrator, the Servicers or the Depositor to any obligation
in addition to those expressly undertaken in the Pooling and Servicing
Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the
Master Servicer, the Securities Administrator, the Servicers or the Depositor.

     22. The Purchaser of a Class R Certificate is not an employee benefit plan
subject to Title I of ERISA, a plan subject to Section 4975 of the Code, 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"), or a


                                       G-4

<PAGE>

Person directly or indirectly acquiring such Certificate by, on behalf of, or
with any assets of any such plan.

     23. Prior to the sale or transfer by the Purchaser of any of the
Certificates, the Purchaser will obtain from any subsequent purchaser
substantially the same certifications, representations, warranties and covenants
contained in the foregoing paragraphs and in this letter or a letter
substantially in the form of Exhibit H to the Pooling and Servicing Agreement.


                                       G-5

<PAGE>

     24. The Purchaser agrees to indemnify the Trustee, the Master Servicer, the
Securities Administrator, the Servicers and the Depositor against any liability
that may result from any misrepresentation made herein.

                                        Very truly yours,

                                        [PURCHASER]


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


                                       G-6
<PAGE>

                                    EXHIBIT H

                       FORM OF RULE 144A INVESTMENT LETTER
                         (Qualified Institutional Buyer)

                                     [DATE]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois 60603

Attention: Global Securities and Trust Services - Merrill Lynch Mortgage
           Investors Trust, Series 2007-HE2

     Re:  Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
          Certificates, Series 2007-HE2

          Ladies and Gentlemen:

          ______________ (the "Purchaser") intends to purchase from
________________ (the "Transferor") $_______ by original principal balance (the
"Transferred Certificates") of Merrill Lynch Mortgage Investors Trust, Mortgage
Loan Asset-Backed Certificates, Series 2007-HE2, Class [____] (the
"Certificates"), issued pursuant to a Pooling and Servicing Agreement, dated as
of March 1, 2007 (the "Pooling and Servicing Agreement"), among Merrill Lynch
Mortgage Investors, Inc., as depositor (the "Depositor"), LaSalle Bank National
Association, as master servicer (the "Master Servicer") and securities
administrator (the "Securities Administrator"), Citibank, N.A., as trustee (the
"Trustee"), Wilshire Credit Corporation, as a servicer ("Wilshire"), Litton Loan
Servicing LP, as a servicer ("Litton") and Option One Mortgage Corporation, as a
servicer ("Option One" and together with Wilshire and Litton, the "Servicers").
[THE PURCHASER INTENDS TO REGISTER THE TRANSFERRED CERTIFICATE IN THE NAME OF
____________________, AS NOMINEE FOR _________________.] All terms used and not
otherwise defined herein shall have the meanings set forth in the Pooling and
Servicing Agreement.

          For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Purchaser certifies, represents and warrants
to, and covenants with, the Depositor and the Securities Administrator that:

          In connection with our acquisition of the above Transferred
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction that
is exempt from the registration requirements of the Act and any such laws, (b)
we have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from the Depositor concerning the purchase of the Transferred
Certificates and all matters relating thereto or any additional information
deemed necessary to our decision to purchase the Transferred Certificates, (d)
solely in the case of a Certificate other than an ERISA Restricted Certificate
or Class R Certificate, either (i) we are not, and are not acquiring the
Certificate for, on behalf of or with any assets of, any employee benefit plan
or other arrangement subject to Title I of ERISA or any plan subject to Section

<PAGE>

4975 of the Code, or (ii) until the termination of the Swap Agreement, our
acquisition and holding of the Certificate [is covered by and exempt under any
of Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code, Prohibited
Transaction Class Exemption ("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60,
or PTCE 96-23,] (e) solely with respect to ERISA Restricted Certificates, (A) we
are not an employee benefit plan subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), a plan subject to Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code"), 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"), or
Persons directly or indirectly acting on behalf of or using any assets of any
such plan, or (B), if the Certificate has been the subject of an
ERISA-Qualifying Underwriting, we are an insurance company that is acquiring the
Certificate with assets of 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 (C) solely in the event the Certificate is a
Definitive Certificate, we will herewith deliver 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 the 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 Trustee, the Master Servicer,
the Securities Administrator, the Servicers or the Depositor to any obligation
in addition to those expressly undertaken in the Pooling and Servicing
Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the
Master Servicer, the Securities Administrator, the Servicers or the Depositor,
(f) we have not, nor has anyone acting on our behalf offered, transferred,
pledged, sold or otherwise disposed of the Certificates, any interest in the
Certificates or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Certificates, any interest
in the Certificates or any other similar security from, or otherwise approached
or negotiated with respect to the Certificates, any interest in the Certificates
or any other similar security with, any person in any manner, or made any
general solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the Certificates
under the Securities Act or that would render the disposition of the
Certificates a violation of Section 5 of the Securities Act or require
registration pursuant thereto, nor will act, nor has authorized or will
authorize any person to act, in such manner with respect to the Certificates,
and (g) we are a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act and have completed one of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. We are aware
that the sale of the Transferred Certificates to us is being made in reliance on
Rule 144A. We are acquiring the Transferred Certificates for our own account or
for resale pursuant to Rule 144A and further understand that such Certificates
may be resold, pledged or transferred only (i) to a person reasonably believed
by us, based upon certifications of such purchaser or information we have in our
possession, to be a qualified institutional buyer that purchases for its own
account or for the account of a qualified institutional buyer to whom notice is
given that the resale, pledge or transfer is being made in reliance on Rule
144A, or (ii) pursuant to another exemption from registration under the
Securities Act.


                                       H-2

<PAGE>

          We agree to indemnify the Trustee, the Master Servicer, the Securities
Administrator, the Servicers and the Depositor against any liability that may
result from any misrepresentation made herein.

                                        Very truly yours,

                                        [PURCHASER]


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


                                       H-3

<PAGE>

                                                                         ANNEX 1

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

          The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

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

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

          ____ Corporation, etc. The Buyer is a corporation (other than a bank,
               savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or
               charitable organization described in Section 501(c)(3) of the
               Internal Revenue Code of 1986, as amended.

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

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

          ____ Broker-dealer. The Buyer is a dealer registered pursuant to
               Section 15 of

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


                                       H-4

<PAGE>

               the Securities Exchange Act of 1934, as amended.

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

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

          ____ ERISA Plan. The Buyer is an employee benefit plan subject
               to Title I of the Employee Retirement Income Security Act
               of 1974, as amended.

          ____ Investment Advisor. The Buyer is an investment advisor
               registered under the Investment Advisors Act of 1940, as
               amended.

          ____ Small Business Investment Company. Buyer is a small
               business investment company licensed by the U.S. Small
               Business Administration under Section 301(c) or (d) of
               the Small Business Investment Act of 1958, as amended.

          ____ Business Development Company. Buyer is a business
               development company as defined in Section 202(a)(22) of
               the Investment Advisors Act of 1940, as amended.

     3. The term "securities" as used for purposes of the calculation of the
dollar amount in paragraph 2 excludes: (i) securities of issuers that are
affiliated with the Buyer, (ii) securities that are part of an unsold allotment
to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities
issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank
deposit notes and certificates of deposit, (v) loan participations, (vi)
repurchase agreements, (vii) securities owned but subject to a repurchase
agreement and (viii) currency, interest rate and commodity swaps.

     4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.


                                       H-5

<PAGE>

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

     6. Until the date of purchase of the Rule 144A Securities, the Buyer will
notify each of the parties to which this certification is made of any changes in
the information and conclusions herein. Until such notice is given, the Buyer's
purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan as provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.


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

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


                                       H-6

<PAGE>

                                                                         ANNEX 2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

          The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

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

     2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.

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

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

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

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


                                       H-7

<PAGE>

     5. The Buyer is familiar with Rule 144A and understands that the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates are relying and will continue to rely on the statements made herein
because one or more sales to the Buyer will be in reliance on Rule 144A. In
addition, the Buyer will only purchase for the Buyer's own account.

     6. Until the date of purchase of the Certificates, the undersigned will
notify the parties listed in the Rule 144A Transferee Certificate to which this
certification relates of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of the Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.


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

                                        IF AN ADVISER:

                                        Print Name of Buyer

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


                                       H-8

<PAGE>

                                    EXHIBIT I

                           FORM OF REQUEST FOR RELEASE

                                     [DATE]

To:  [CUSTODIAN]
     [ADDRESS]
     [ADDRESS]
     [ADDRESS]

Re:  Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
     Certificates, Series 2007-HE2

          In connection with the administration of the Mortgage Loans held by
you, as Custodian on behalf of the Trustee, pursuant to the Pooling and
Servicing Agreement dated as of March 1, 2007 among Merrill Lynch Mortgage
Investors, Inc., as depositor, LaSalle Bank National Association, as master
servicer and securities administrator, Citibank, N.A., as trustee, Litton Loan
Servicing LP, as a servicer, Option One Mortgage Corporation, as a servicer and
Wilshire Credit Corporation, as a servicer (the "Pooling and Servicing
Agreement"), we request the release, and hereby acknowledge receipt, of the
Mortgage File for the Mortgage Loan described below, for the reason indicated.

Mortgage Loan Number: ______________

Mortgagor Name, Address & Zip Code: ______________

Reason for Requesting Documents (check one):

________ 1.   Mortgage Paid in Full

________ 2.   Foreclosure

________ 3.   Substitution

________ 4.   Other Liquidation (Repurchases, etc.)

________ 5.   Nonliquidation

Address to which the Trustee or the Custodian on its behalf should deliver the
Mortgage File:

                                        By:
                                            ------------------------------------
                                            (authorized signer)
                                        Address:
                                                 -------------------------------
                                        Date:
                                              ----------------

<PAGE>

If box 1 or 2 above is checked, and if all or part of the Mortgage File was
previously released to us, please release to us our previous receipt on file
with you, as well as any additional documents in your possession relating to the
above specified Mortgage Loan.

If box 3, 4 or 5 above is checked, upon our return of all of the above documents
to you as Custodian on behalf of the Trustee, please acknowledge your receipt by
signing in the space indicated below, and returning this form.

Please acknowledge the execution of the above request by your signature and date
below:

[SERVICER][MASTER SERVICER][TRUSTEE]


By:                                     Date
    ---------------------------------        -----------------
    Signature


Documents returned to Custodian:


By:                                     Date
    ---------------------------------        -----------------
    Signature


                                       I-2

<PAGE>

                                    EXHIBIT J

                                   [RESERVED]

<PAGE>

                                    EXHIBIT K

            FORM OF OFFICER'S CERTIFICATE OF SECURITIES ADMINISTRATOR

                                     [DATE]

LaSalle Bank National Association, as Master Servicer
135 South LaSalle Street, Suite 1511
Chicago, Illinois 60603
Attention: Account Manager - MLMI 2007-HE2

Merrill Lynch Mortgage Investors, Inc.
250 Vesey Street
4 World Financial Center, 10th Floor
New York, New York 10080

Re:  Pooling and Servicing Agreement (the "Agreement"), dated as of March 1,
     2007, among Merrill Lynch Mortgage Investors, Inc., as depositor, Litton
     Loan Servicing LP, as a servicer, Wilshire Credit Corporation, as a
     servicer, Option One Mortgage Corporation, as a servicer, Citibank, N.A. as
     trustee, and LaSalle Bank National Association, as master servicer and
     securities administrator, relating to Merrill Lynch Mortgage Investors
     Trust, Mortgage Loan Asset-Backed Certificates, Series 2007-HE2

          The Securities Administrator hereby certifies to the Depositor and its
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:

          1. I have reviewed the annual report on Form 10-K for the fiscal year
[2007] (the "Annual Report"), and all reports on Form 8-K (if any) and on Form
10-D required to be filed in respect of the period covered by the Annual Report
(collectively with the Annual Report, the "Reports"), of the Issuing Entity;

          2. To the best of my knowledge, and assuming the accuracy of the
statements required to be made or data required to be delivered by the
Servicers, Master Servicer, Swap Counterparty, Cap Counterparty and Depositor
(to the extent that such statements or data were received by the Securities
Administrator and are relevant to the statements made by the Securities
Administrator in this Officer's Certificate), the information in the Reports
relating to the Securities Administrator, taken as a whole, does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by the
Annual Report;

          3. To the best of my knowledge, and assuming the accuracy of the
statements required to be made or data required to be delivered by the Master
Servicer, the Servicers, Cap Counterparty, Swap Counterparty and Depositor (to
the extent that such statements or data were received by the Securities
Administrator and are relevant to the statements made by the Securities
Administrator in this Back-Up Certification), the distribution and any other
information required to be provided by the Securities Administrator (other than
information provided by or on behalf of the Servicers, the Master

<PAGE>

Servicer, the Depositor or other third party) to the Depositor and Master
Servicer under the Agreement for inclusion in the Reports is included in the
Reports; and

          4. [RESERVED]

          5. The report on assessment of compliance with servicing criteria for
asset-backed securities of the Securities Administrator and its related
attestation report on assessment of compliance with servicing criteria required
to be included in the Annual Report in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 has been included as an exhibit to
the Annual Report. Any material instances of non-compliance are described in
such report and have been disclosed in the Annual Report; and

          6. [RESERVED]

                                        LaSalle Bank National Association,
                                        as Securities Administrator


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


                                       K-2

<PAGE>

                                    EXHIBIT L

                    FORM OF OFFICER'S CERTIFICATE OF SERVICER

                                     [DATE]

Merrill Lynch Mortgage Investors, Inc.
250 Vesey Street
4 World Financial Center, 10th Floor
New York, New York 10080

LaSalle Bank National Association
Global Securities and Trust Services
135 South LaSalle Street, Suite 1511
Chicago, Illinois 60603
Attention: Account Manager--MLMI 2007-HE2

Re:  Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
     Certificates, Series 2007-HE2

          [___________________] (the "Servicer") certifies to the Depositor, the
Master Servicer and the Securities Administrator, and their officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

          (1) I am responsible for reviewing the activities performed by the
Servicer under the Pooling and Servicing Agreement and I have reviewed, or
persons under my supervision have reviewed, the servicer compliance statement of
the Servicer and the compliance statements of each Sub-Servicer, if any, engaged
by the Servicer provided to the Depositor, the Master Servicer and the
Securities Administrator for the Trust's fiscal year [___] in accordance with
Item 1123 of Regulation AB (each a "Compliance Statement"), the report on
assessment of the Servicer's compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB (the "Servicing Criteria") and reports on
assessment of compliance with servicing criteria for asset-backed securities of
the Servicer and of each Sub-Servicer [or Subcontractor], if any, engaged or
utilized by the Servicer provided to the Depositor, the Master Servicer and the
Securities Administrator for the Issuing Entity's fiscal year [___] in
accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
as amended (the "Exchange Act") and Item 1122 of Regulation AB (each a
"Servicing Assessment"), the registered public accounting firm's attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
Act and Section 1122(b) of Regulation AB related to each Servicing Assessment
(each a "Attestation Report"), and all servicing reports, officer's certificates
and other information relating to the servicing of the Mortgage Loans by the
Servicer during 200[ ] that were delivered or caused to be delivered by the
Servicer pursuant to the Agreement (collectively, the "Servicing Information");

          (2) Based on my knowledge, and assuming the accuracy of the
information provided to the Servicer in connection with the transfer of
servicing of the Mortgage Loans to the Servicer and in connection with the
performance of the Servicer's duties under the Pooling and Servicing Agreement,
the Servicing Information, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in the light of the circumstances under

<PAGE>

which such statements were made, not misleading with respect to the period of
time covered by the Servicing Information;

          (3) Based on my knowledge, the servicing information required to be
provided to the Master Servicer by the Servicer pursuant to the Pooling and
Servicing Agreement has been provided to the Master Servicer, the Securities
Administrator and the Depositor;

          (4) Based on my knowledge and the compliance review conducted in
preparing each Compliance Statement of the Servicer and, if applicable,
reviewing each Compliance Statement of each Sub-Servicer, if any, engaged by the
Servicer, and except as disclosed in such Compliance Statement[(s)], the
Servicer [(directly and through its Sub-Servicers, if any)] has fulfilled its
obligations under the Pooling and Servicing Agreement in all material respects.

          (5) Each Servicing Assessment of the Servicer and of each Sub-Servicer
[or Subcontractor], if any, engaged or utilized by the Servicer and its related
Attestation Report required to be included in the Annual Report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has
been provided to the Depositor and the Master Servicer. Any material instances
of non-compliance are described in any such Servicing Assessment or Attestation
Report.

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

                                        [                       ],
                                         -----------------------
                                        as Servicer


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


                                       L-2
<PAGE>

                                   EXHIBIT M-1

                     FORM OF CLASS A-1 CAP CORRIDOR CONTRACT

(BEAR STEARNS LOGO)

                                            BEAR STEARNS FINANCIAL PRODUCTS INC.
                                                              383 MADISON AVENUE
                                                        NEW YORK, NEW YORK 10179
                                                                    212-272-4009

DATE:                March 30, 2007

TO:                  LaSalle Bank National Association, not in its individual
                     capacity, but solely as Securities Administrator on
                     behalf of Merrill Lynch Mortgage Investors Trust, Series
                     2007-HE2
ATTENTION:           Global Securities and Trust Services
TELEPHONE:           312-992-1816
FACSIMILE:           312-904-1368

FROM:                Derivatives Documentation
TELEPHONE:           212-272-2711
FACSIMILE:           212-272-9857

SUBJECT:             Fixed Income Derivatives Confirmation

REFERENCE NUMBER(S): FXNEC9379

The purpose of this letter agreement is to confirm the terms and conditions of
the Transaction entered into on the Trade Date specified below (the
"Transaction") between Bear Stearns Financial Products Inc. ("Bear Stearns") and
LaSalle Bank National Association, not in its individual capacity, but solely as
Securities Administrator on behalf of Merrill Lynch Mortgage Investors Trust,
Series 2007-HE2 ("Counterparty"). This letter agreement constitutes the sole and
complete "Confirmation," as referred to in the Master Agreement specified below,
with respect to this Transaction.

1.   This Confirmation is subject to and incorporates the 2000 ISDA Definitions
     (the "Definitions"), as published by the International Swaps and
     Derivatives Association, Inc. ("ISDA"). This Confirmation supplements,
     forms a part of and is subject to the ISDA Master Agreement dated as of
     March 30, 2007 between Bear Stearns and Counterparty (the agreement, as
     amended and supplemented from time to time, being referred to herein as the
     "Master Agreement"). All provisions contained in, or incorporated by
     reference to, the Master Agreement shall govern the Transaction referenced
     in this Confirmation except as expressly modified herein. In the event of
     any inconsistency between this Confirmation and the Definitions or Master
     Agreement, this Confirmation shall prevail.

2.   The terms of the particular Transaction to which this Confirmation relates
     are as follows:

<TABLE>
<S>                       <C>
Type of Transaction:      Rate Cap

Notional Amount:          With respect to any Calculation Period, the lesser of
                          (a) the applicable notional balance for the
                          Distribution Date specified in the schedule hereto and
                          (b) the aggregate Certificate
</TABLE>


                                      M1-1

<PAGE>

<TABLE>
<S>                       <C>
                          Principal Balance of the Class A-1 Certificates
                          immediately prior to the related Floating Rate Payer
                          Payment Date.

Trade Date:               March 29, 2007

Effective Date:           March 30, 2007

Termination Date:         September 25, 2007 subject to adjustment in accordance
                          with the Business Day Convention.

FIXED AMOUNT (PREMIUM):   Inapplicable. The Fixed Amounts for this Transaction
                          and for the Transactions with the BSFP Reference
                          Numbers FXNEC9378, FXNEC9380 and FXNEC9382 are
                          embedded in the determination of the Additional Amount
                          specified in the Confirmation identified by the Bear
                          Stearns Capital Markets Inc. Reference Number
                          CXNS224398.

FLOATING AMOUNTS:

   Floating Rate Payer:   Bear Stearns

   Cap Rate:              With respect to any Calculation Period, the rate set
                          forth for such period as detailed in Schedule I
                          attached hereto.

   Floating Rate Payer
   Period End Dates:      The 25th calendar day of each month during the Term of
                          this Transaction, commencing April 25, 2007 and ending
                          on the Termination Date, subject to adjustment in
                          accordance with the Business Day Convention.

   Floating Rate Payer
   Payment Dates:         Early Payment shall be applicable. The Floating Rate
                          Payer Payment Dates shall be one Business Day
                          preceding each Floating Rate Payer Period End Date.

   Floating Rate
   Option:                USD-LIBOR-BBA; provided, however, that if the Floating
                          Rate Option for any Calculation Period is greater than
                          10.75000% then the Floating Rate Option for such
                          Calculation Period shall be deemed to be 10.75000%.

   Designated Maturity:   One month

   Floating Rate Day
   Count Fraction:        Actual/360

   Reset Dates:           The first day of each Calculation Period.

   Compounding:           Inapplicable

   Business Days:         New York, Illinois and Oregon
</TABLE>


                                       L-2

<PAGE>

<TABLE>
<S>                       <C>
   Business Day
   Convention:            Modified Following

   Calculation Agent:     Bear Stearns
</TABLE>

Merrill Lynch Mortgage Lending, Inc. ("MLML") agrees and acknowledges that
amounts paid hereunder are not intended to benefit the holder of any class of
certificates rated by any rating agency if such holder is MLML or any of its
affiliates. If MLML or any of its affiliates receives any such amounts, it will
promptly remit (or, if such amounts are received by an affiliate of MLML, MLML
hereby agrees that it will cause such affiliate to promptly remit) such amounts
to the Supplemental Interest Trust Trustee, whereupon such Supplemental Interest
Trust Trustee will promptly remit such amounts to BSFP. MLML further agrees to
provide notice to BSFP upon any remittance to the Supplemental Interest Trust
Trustee; such delivery will be made to:

          Address:        383 Madison Avenue, New York, New York 10179
          Attention:      DPC Manager
          Facsimile:      212-272-5823

          with a copy to:

          Address:        One Metrotech Center North, Brooklyn, New York 11201
          Attention:      Derivative Operations - 7th Floor
          Facsimile:      212-272-1634

     NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF
     THE BEAR STEARNS COMPANIES INC. OTHER THAN BEAR STEARNS IS AN OBLIGOR OR A
     CREDIT SUPPORT PROVIDER ON THIS TRANSACTION.

3.   Account Details and
     Settlement Information:   PAYMENTS TO BEAR STEARNS:
                               Citibank, N.A., New York
                               ABA Number: 021-0000-89, for the account of
                               Bear, Stearns Securities Corp.
                               Account Number: 0925-3186, for further credit to
                               Bear Stearns Financial Products Inc.
                               Sub-account Number: 102-04654-1-3
                               Attention: Derivatives Department


                                       L-3

<PAGE>

                               PAYMENTS TO COUNTERPARTY:
                               Please provide to expedite payment:
                               Corridor Contract Account
                               LaSalle Bank
                               ABA # 071000505
                               LaSalle CHGO/CTR/BNF: /LaSalle Trust
                               Acct # 724605.2
                               Attn: MLMI 2007-HE2

ADDITIONAL PROVISIONS:

Non-Reliance. Each party represents to the other party that (a) it has not
received and is not relying upon any legal, tax, regulatory, accounting or other
advice (whether written or oral) of the other party regarding this Transaction,
other than representations expressly made by that other party in this
Confirmation and in the Master Agreement and (b) in respect of this Transaction,
(i) it has the capacity to evaluate (internally or through independent
professional advice) this Transaction and has made its own decision to enter
into this Transaction and (ii) it understands the terms, conditions and risks of
this Transaction and is willing to assume (financially and otherwise) those
risks. Counterparty acknowledges that Bear Stearns has advised Counterparty to
consult its own tax, accounting and legal advisors in connection with this
Transaction evidenced by this Confirmation and that the Counterparty has done
so.

This Confirmation may be executed in several counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.

Counterparty hereby agrees to check this Confirmation and to confirm that the
foregoing correctly sets forth the terms of the Transaction by signing in the
space provided below and returning to Bear Stearns a facsimile of the
fully-executed Confirmation to 212-272-9857. For inquiries regarding U.S.
Transactions, please contact DERIVATIVES DOCUMENTATION by telephone at
212-272-2711. For all other inquiries please contact DERIVATIVES DOCUMENTATION
by telephone at 353-1-402-6233. Originals will be provided for your execution
upon your request.


                                       L-4

<PAGE>

We are very pleased to have executed this Transaction with you and we look
forward to completing other transactions with you in the near future.

Very truly yours,

BEAR STEARNS FINANCIAL PRODUCTS INC.


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

Counterparty, acting through its duly authorized signatory, hereby agrees to,
accepts and confirms the terms of the foregoing as of the Trade Date.

LaSalle Bank National Association, not in its individual capacity, but solely as
Securities Administrator on behalf of Merrill Lynch Mortgage Investors Trust,
Series 2007-HE2


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


                                       L-5

<PAGE>

                                   SCHEDULE I
    (all such dates subject to adjustment in accordance with the Business Day
                                   Convention)

<TABLE>
<CAPTION>
                                        NOTIONAL AMOUNT
FROM AND INCLUDING   TO BUT EXCLUDING        (USD)        CAP RATE
------------------   ----------------   ---------------   --------
<S>                  <C>                <C>               <C>
  Effective Date        25-Apr-2007       431,956,000      8.919%
   25-Apr-2007          25-May-2007       425,355,821      7.696%
   25-May-2007          25-Jun-2007       417,520,979      7.438%
   25-Jun-2007          25-Jul-2007       408,469,872      7.694%
   25-Jul-2007          25-Aug-2007       398,235,063      7.437%
   25-Aug-2007       Termination Date     386,874,765      7.436%
</TABLE>


                                       L-6

<PAGE>

                                   EXHIBIT M-2

                     FORM OF CLASS A-2 CAP CORRIDOR CONTRACT

(BEAR STEARNS LOGO)

                                            BEAR STEARNS FINANCIAL PRODUCTS INC.
                                                              383 MADISON AVENUE
                                                        NEW YORK, NEW YORK 10179
                                                                    212-272-4009

DATE:                March 30, 2007

TO:                  LaSalle Bank National Association, not in its individual
                     capacity, but solely as Securities Administrator on
                     behalf of Merrill Lynch Mortgage Investors Trust, Series
                     2007-HE2
ATTENTION:           Global Securities and Trust Services
TELEPHONE:           312-992-1816
FACSIMILE:           312-904-1368

FROM:                Derivatives Documentation
TELEPHONE:           212-272-2711
FACSIMILE:           212-272-9857

SUBJECT:             Fixed Income Derivatives Confirmation

REFERENCE NUMBER(S): FXNEC9380

The purpose of this letter agreement is to confirm the terms and conditions of
the Transaction entered into on the Trade Date specified below (the
"Transaction") between Bear Stearns Financial Products Inc. ("Bear Stearns") and
LaSalle Bank National Association, not in its individual capacity, but solely as
Securities Administrator on behalf of Merrill Lynch Mortgage Investors Trust,
Series 2007-HE2 ("Counterparty"). This letter agreement constitutes the sole and
complete "Confirmation," as referred to in the Master Agreement specified below,
with respect to this Transaction.

1.   This Confirmation is subject to and incorporates the 2000 ISDA Definitions
     (the "Definitions"), as published by the International Swaps and
     Derivatives Association, Inc. ("ISDA"). This Confirmation supplements,
     forms a part of and is subject to the ISDA Master Agreement dated as of
     March 30, 2007 between Bear Stearns and Counterparty (the agreement, as
     amended and supplemented from time to time, being referred to herein as the
     "Master Agreement"). All provisions contained in, or incorporated by
     reference to, the Master Agreement shall govern the Transaction referenced
     in this Confirmation except as expressly modified herein. In the event of
     any inconsistency between this Confirmation and the Definitions or Master
     Agreement, this Confirmation shall prevail.

2.   The terms of the particular Transaction to which this Confirmation relates
     are as follows:

<TABLE>
<S>                       <C>
Type of Transaction:      Rate Cap

Notional Amount:          With respect to any Calculation Period, the lesser of
                          (a) the applicable notional balance for the
                          Distribution Date
</TABLE>


                                      M1-1

<PAGE>

<TABLE>
<S>                       <C>
                          specified in the schedule hereto and (b) the aggregate
                          Certificate Principal Balance of the Class A-2
                          Certificates immediately prior to the related Floating
                          Rate Payer Payment Date.

Trade Date:               March 29, 2007

Effective Date:           March 30, 2007

Termination Date:         September 25, 2007 subject to adjustment in accordance
                          with the Business Day Convention.

FIXED AMOUNT (PREMIUM):   Inapplicable. The Fixed Amounts for this Transaction
                          and for the Transactions with the BSFP Reference
                          Numbers FXNEC9378, FXNEC9379 and FXNEC9382 are
                          embedded in the determination of the Additional Amount
                          specified in the Confirmation identified by the Bear
                          Stearns Capital Markets Inc. Reference Number
                          CXNS224398.

FLOATING AMOUNTS:

   Floating Rate Payer:   Bear Stearns

   Cap Rate:              With respect to any Calculation Period, the rate set
                          forth for such period as detailed in Schedule I
                          attached hereto.

   Floating Rate Payer
   Period End Dates:      The 25th calendar day of each month during the Term of
                          this Transaction, commencing April 25, 2007 and ending
                          on the Termination Date, subject to adjustment in
                          accordance with the Business Day Convention.

   Floating Rate Payer
   Payment Dates:         Early Payment shall be applicable. The Floating Rate
                          Payer Payment Dates shall be one Business Day
                          preceding each Floating Rate Payer Period End Date.

   Floating Rate
   Option:                USD-LIBOR-BBA; provided, however, that if the Floating
                          Rate Option for any Calculation Period is greater than
                          10.26000% then the Floating Rate Option for such
                          Calculation Period shall be deemed to be 10.26000%.

   Designated Maturity:   One month

   Floating Rate Day
   Count Fraction:        Actual/360

   Reset Dates:           The first day of each Calculation Period.

   Compounding:           Inapplicable
</TABLE>


                                      M2-2

<PAGE>

<TABLE>
<S>                             <C>
   Business Days:         New York, Illinois and Oregon

   Business Day
   Convention:            Modified Following

   Calculation Agent:     Bear Stearns
</TABLE>

Merrill Lynch Mortgage Lending, Inc. ("MLML") agrees and acknowledges that
amounts paid hereunder are not intended to benefit the holder of any class of
certificates rated by any rating agency if such holder is MLML or any of its
affiliates. If MLML or any of its affiliates receives any such amounts, it will
promptly remit (or, if such amounts are received by an affiliate of MLML, MLML
hereby agrees that it will cause such affiliate to promptly remit) such amounts
to the Supplemental Interest Trust Trustee, whereupon such Supplemental Interest
Trust Trustee will promptly remit such amounts to BSFP. MLML further agrees to
provide notice to BSFP upon any remittance to the Supplemental Interest Trust
Trustee; such delivery will be made to:

          Address:        383 Madison Avenue, New York, New York 10179
          Attention:      DPC Manager
          Facsimile:      212-272-5823

          with a copy to:

          Address:        One Metrotech Center North, Brooklyn, New York 11201
          Attention:      Derivative Operations - 7th Floor
          Facsimile:      212-272-1634

     NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF
     THE BEAR STEARNS COMPANIES INC. OTHER THAN BEAR STEARNS IS AN OBLIGOR OR A
     CREDIT SUPPORT PROVIDER ON THIS TRANSACTION.

3.   Account Details and
     Settlement Information:   PAYMENTS TO BEAR STEARNS:
                               Citibank, N.A., New York
                               ABA Number: 021-0000-89, for the account of
                               Bear, Stearns Securities Corp.
                               Account Number: 0925-3186, for further credit to
                               Bear Stearns Financial Products Inc.
                               Sub-account Number: 102-04654-1-3
                               Attention: Derivatives Department


                                      M2-3

<PAGE>

                               PAYMENTS TO COUNTERPARTY:
                               Please provide to expedite payment:
                               Corridor Contract Account
                               LaSalle Bank
                               ABA # 071000505
                               LaSalle CHGO/CTR/BNF:/LaSalle Trust
                               Acct # 724605.2
                               Attn: MLMI 2007-HE2

ADDITIONAL PROVISIONS:

Non-Reliance. Each party represents to the other party that (a) it has not
received and is not relying upon any legal, tax, regulatory, accounting or other
advice (whether written or oral) of the other party regarding this Transaction,
other than representations expressly made by that other party in this
Confirmation and in the Master Agreement and (b) in respect of this Transaction,
(i) it has the capacity to evaluate (internally or through independent
professional advice) this Transaction and has made its own decision to enter
into this Transaction and (ii) it understands the terms, conditions and risks of
this Transaction and is willing to assume (financially and otherwise) those
risks. Counterparty acknowledges that Bear Stearns has advised Counterparty to
consult its own tax, accounting and legal advisors in connection with this
Transaction evidenced by this Confirmation and that the Counterparty has done
so.

This Confirmation may be executed in several counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.

Counterparty hereby agrees to check this Confirmation and to confirm that the
foregoing correctly sets forth the terms of the Transaction by signing in the
space provided below and returning to Bear Stearns a facsimile of the
fully-executed Confirmation to 212-272-9857. For inquiries regarding U.S.
Transactions, please contact DERIVATIVES DOCUMENTATION by telephone at
212-272-2711. For all other inquiries please contact DERIVATIVES DOCUMENTATION
by telephone at 353-1-402-6233. Originals will be provided for your execution
upon your request.


                                      M2-4

<PAGE>

We are very pleased to have executed this Transaction with you and we look
forward to completing other transactions with you in the near future.

Very truly yours,

BEAR STEARNS FINANCIAL PRODUCTS INC.


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

Counterparty, acting through its duly authorized signatory, hereby agrees to,
accepts and confirms the terms of the foregoing as of the Trade Date.

LaSalle Bank National Association, not in its individual capacity, but solely as
Securities Administrator on behalf of Merrill Lynch Mortgage Investors Trust,
Series 2007-HE2


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

                                      M2-5

<PAGE>

                                   SCHEDULE I
    (all such dates subject to adjustment in accordance with the Business Day
                                   Convention)

<TABLE>
<CAPTION>
                                        NOTIONAL AMOUNT
FROM AND INCLUDING   TO BUT EXCLUDING        (USD)        CAP RATE
------------------   ----------------   ---------------   --------
<S>                  <C>                <C>               <C>
  Effective Date        25-Apr-2007       488,899,000      8.538%
   25-Apr-2007          25-May-2007       481,245,266      7.367%
   25-May-2007          25-Jun-2007       472,161,062      7.121%
   25-Jun-2007          25-Jul-2007       461,664,601      7.366%
   25-Jul-2007          25-Aug-2007       449,787,623      7.120%
   25-Aug-2007       Termination Date     436,620,280      7.121%
</TABLE>


                                      M2-6

<PAGE>

                                   EXHIBIT M-3

             FORM OF SUBORDINATE CERTIFICATES CAP CORRIDOR CONTRACT

(BEAR STEARNS LOGO)

                                            BEAR STEARNS FINANCIAL PRODUCTS INC.
                                                              383 MADISON AVENUE
                                                        NEW YORK, NEW YORK 10179
                                                                    212-272-4009

DATE:                March 30, 2007

TO:                  LaSalle Bank National Association, not in its individual
                     capacity, but solely as Securities Administrator on
                     behalf of Merrill Lynch Mortgage Investors Trust, Series
                     2007-HE2
ATTENTION:           Global Securities and Trust Services
TELEPHONE:           312-992-1816
FACSIMILE:           312-904-1368

FROM:                Derivatives Documentation
TELEPHONE:           212-272-2711
FACSIMILE:           212-272-9857

SUBJECT:             Fixed Income Derivatives Confirmation

REFERENCE NUMBER(S): FXNEC9382

The purpose of this letter agreement is to confirm the terms and conditions of
the Transaction entered into on the Trade Date specified below (the
"Transaction") between Bear Stearns Financial Products Inc. ("Bear Stearns") and
LaSalle Bank National Association, not in its individual capacity, but solely as
Securities Administrator on behalf of Merrill Lynch Mortgage Investors Trust,
Series 2007-HE2 ("Counterparty"). This letter agreement constitutes the sole and
complete "Confirmation," as referred to in the Master Agreement specified below,
with respect to this Transaction.

1.   This Confirmation is subject to and incorporates the 2000 ISDA Definitions
     (the "Definitions"), as published by the International Swaps and
     Derivatives Association, Inc. ("ISDA"). This Confirmation supplements,
     forms a part of and is subject to the ISDA Master Agreement dated as of
     March 30, 2007 between Bear Stearns and Counterparty (the agreement, as
     amended and supplemented from time to time, being referred to herein as the
     "Master Agreement"). All provisions contained in, or incorporated by
     reference to, the Master Agreement shall govern the Transaction referenced
     in this Confirmation except as expressly modified herein. In the event of
     any inconsistency between this Confirmation and the Definitions or Master
     Agreement, this Confirmation shall prevail.

2.   The terms of the particular Transaction to which this Confirmation relates
     are as follows:

<TABLE>
<S>                       <C>
Type of Transaction:      Rate Cap

Notional Amount:          With respect to any Calculation Period, the lesser of
                          (a) the applicable notional balance for the
                          Distribution Date specified in the schedule hereto and
                          (b) the aggregate Certificate
</TABLE>


                                      M-4-1

<PAGE>

<TABLE>
<S>                       <C>
                          Principal Balance of the Class M&B Certificates
                          immediately prior to the related Floating Rate Payer
                          Payment Date.

Trade Date:               March 29, 2007

Effective Date:           March 30, 2007

Termination Date:         September 25, 2007 subject to adjustment in accordance
                          with the Business Day Convention.

FIXED AMOUNT (PREMIUM):   Inapplicable. The Fixed Amounts for this Transaction
                          and for the Transactions with the BSFP Reference
                          Numbers FXNEC9378, FXNEC9379 and FXNEC9380 are
                          embedded in the determination of the Additional Amount
                          specified in the Confirmation identified by the Bear
                          Stearns Capital Markets Inc. Reference Number
                          CXNS224398.

FLOATING AMOUNTS:

   Floating Rate Payer:   Bear Stearns

   Cap Rate:              With respect to any Calculation Period, the rate set
                          forth for such period as detailed in Schedule I
                          attached hereto.

   Floating Rate Payer
   Period End Dates:      The 25th calendar day of each month during the Term of
                          this Transaction, commencing April 25, 2007 and ending
                          on the Termination Date, subject to adjustment in
                          accordance with the Business Day Convention.

   Floating Rate Payer
   Payment Dates:         Early Payment shall be applicable. The Floating Rate
                          Payer Payment Dates shall be one Business Day
                          preceding each Floating Rate Payer Period End Date.

   Floating Rate
   Option:                USD-LIBOR-BBA; provided, however, that if the Floating
                          Rate Option for any Calculation Period is greater than
                          9.24000% then the Floating Rate Option for such
                          Calculation Period shall be deemed to be 9.24000%.

   Designated Maturity:   One month

   Floating Rate Day
   Count Fraction:        Actual/360

   Reset Dates:           The first day of each Calculation Period.

   Compounding:           Inapplicable

   Business Days:         New York, Illinois and Oregon
</TABLE>


                                      M-4-1

<PAGE>

<TABLE>
<S>                       <C>
   Business
   DayConvention:         Modified Following

   Calculation Agent:     Bear Stearns
</TABLE>

Merrill Lynch Mortgage Lending, Inc. ("MLML") agrees and acknowledges that
amounts paid hereunder are not intended to benefit the holder of any class of
certificates rated by any rating agency if such holder is MLML or any of its
affiliates. If MLML or any of its affiliates receives any such amounts, it will
promptly remit (or, if such amounts are received by an affiliate of MLML, MLML
hereby agrees that it will cause such affiliate to promptly remit) such amounts
to the Supplemental Interest Trust Trustee, whereupon such Supplemental Interest
Trust Trustee will promptly remit such amounts to BSFP. MLML further agrees to
provide notice to BSFP upon any remittance to the Supplemental Interest Trust
Trustee; such delivery will be made to:

          Address:        383 Madison Avenue, New York, New York 10179
          Attention:      DPC Manager
          Facsimile:      212-272-5823

          with a copy to:

          Address:        One Metrotech Center North, Brooklyn, New York 11201
          Attention:      Derivative Operations - 7th Floor
          Facsimile:      212-272-1634

     NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF
     THE BEAR STEARNS COMPANIES INC. OTHER THAN BEAR STEARNS IS AN OBLIGOR OR A
     CREDIT SUPPORT PROVIDER ON THIS TRANSACTION.

3.   Account Details and
     Settlement Information:   PAYMENTS TO BEAR STEARNS:
                               Citibank, N.A., New York
                               ABA Number: 021-0000-89, for the account of
                               Bear, Stearns Securities Corp.
                               Account Number: 0925-3186, for further credit to
                               Bear Stearns Financial Products Inc.
                               Sub-account Number: 102-04654-1-3
                               Attention: Derivatives Department


                                      M-4-1

<PAGE>

                               PAYMENTS TO COUNTERPARTY:
                               Please provide to expedite payment:
                               Corridor Contract Account
                               LaSalle Bank
                               ABA # 071000505
                               LaSalle CHGO/CTR/BNF:/LaSalle Trust
                               Acct # 724605.2
                               Attn: MLMI 2007-HE2

ADDITIONAL PROVISIONS:

Non-Reliance. Each party represents to the other party that (a) it has not
received and is not relying upon any legal, tax, regulatory, accounting or other
advice (whether written or oral) of the other party regarding this Transaction,
other than representations expressly made by that other party in this
Confirmation and in the Master Agreement and (b) in respect of this Transaction,
(i) it has the capacity to evaluate (internally or through independent
professional advice) this Transaction and has made its own decision to enter
into this Transaction and (ii) it understands the terms, conditions and risks of
this Transaction and is willing to assume (financially and otherwise) those
risks. Counterparty acknowledges that Bear Stearns has advised Counterparty to
consult its own tax, accounting and legal advisors in connection with this
Transaction evidenced by this Confirmation and that the Counterparty has done
so.

This Confirmation may be executed in several counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.

Counterparty hereby agrees to check this Confirmation and to confirm that the
foregoing correctly sets forth the terms of the Transaction by signing in the
space provided below and returning to Bear Stearns a facsimile of the
fully-executed Confirmation to 212-272-9857. For inquiries regarding U.S.
Transactions, please contact DERIVATIVES DOCUMENTATION by telephone at
212-272-2711. For all other inquiries please contact DERIVATIVES DOCUMENTATION
by telephone at 353-1-402-6233. Originals will be provided for your execution
upon your request.


                                      M-4-1

<PAGE>

We are very pleased to have executed this Transaction with you and we look
forward to completing other transactions with you in the near future.

Very truly yours,

BEAR STEARNS FINANCIAL PRODUCTS INC.


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

Counterparty, acting through its duly authorized signatory, hereby agrees to,
accepts and confirms the terms of the foregoing as of the Trade Date.

LaSalle Bank National Association, not in its individual capacity, but solely as
Securities Administrator on behalf of Merrill Lynch Mortgage Investors Trust,
Series 2007-HE2


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


                                      M-4-1

<PAGE>

                                   SCHEDULE I

    (all such dates subject to adjustment in accordance with the Business Day
                                   Convention)

<TABLE>
<CAPTION>
                                        NOTIONAL AMOUNT
FROM AND INCLUDING   TO BUT EXCLUDING        (USD)        CAP RATE
------------------   ----------------   ---------------   --------
<S>                  <C>                <C>               <C>
  Effective Date        25-Apr-2007       240,826,000      7.701%
   25-Apr-2007          25-May-2007       240,826,000      6.506%
   25-May-2007          25-Jun-2007       240,826,000      6.255%
   25-Jun-2007          25-Jul-2007       240,826,000      6.504%
   25-Jul-2007          25-Aug-2007       240,826,000      6.253%
   25-Aug-2007       Termination Date     240,826,000      6.253%
</TABLE>


                                      M-4-1

<PAGE>

                                   EXHIBIT M-4

             FORM OF CREDIT SUPPORT ANNEX FOR CAP CORRIDOR CONTRACTS

I. UNILATERAL CSA SCHEDULE(3)

Pledgor: BEAR STEARNS FINANCIAL PRODUCTS INC. (the "Pledgor")

Secured Party: LASALLE BANK NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL
CAPACITY, BUT SOLELY AS SECURITIES ADMINISTRATOR ON BEHALF OF MERRILL LYNCH
MORTGAGE INVESTORS TRUST, SERIES 2007-HE2 (the "Secured Party")

PARAGRAPH 13. ELECTIONS AND VARIABLES

(a)  SECURITY INTEREST FOR "OBLIGATIONS". The term "Obligations" as used in this
     Annex includes no "additional obligations" within the meaning of Paragraph
     12.

(b)  CREDIT SUPPORT OBLIGATIONS.

     (i)  DELIVERY AMOUNT, RETURN AMOUNT AND CREDIT SUPPORT AMOUNT.

          (1) DELIVERY AMOUNT. Paragraph 3(a) shall be amended by replacing the
          words "upon a demand made by the Secured Party on or promptly
          following a Valuation Date" with the words "on each Valuation Date".
          The "DELIVERY AMOUNT" with respect to Pledgor for any Valuation Date
          shall equal the greatest of:

               (A) the amount by which the S&P Collateral Amount exceeds the S&P
               Value on such Valuation Date of all Posted Credit Support held by
               the Secured Party;

               (B) the amount by which the Moody's First Level Collateral Amount
               exceeds the Moody's First Level Value on such Valuation Date of
               all Posted Credit Support held by the Secured Party.

               (C) the amount by which the Moody's Second Level Collateral
               Amount exceeds the Moody's Second Level Value on such Valuation
               Date of all Posted Credit Support held by the Secured Party.

          (2) "RETURN AMOUNT" applicable to Secured Party for any Valuation Date
          shall equal the least of:

               (A) the amount by which the S&P Value on such Valuation Date of
               all Posted Credit Support held by the Secured Party exceeds the
               S&P Collateral Amount;

----------
(3)  If currency hedge, update Moody's Collateral Amounts and Valuation
     Percentages


                                      M-4-1

<PAGE>

               (B) the amount by which the Moody's First Level Value on such
               Valuation Date of all Posted Credit Support held by the Secured
               Party exceeds the Moody's First Level Collateral Amount.

               (C) the amount by which the Moody's Second Level Value on such
               Valuation Date of all Posted Credit Support held by the Secured
               Party exceeds the Moody's Second Level Collateral Amount.

          (3) "CREDIT SUPPORT AMOUNT" shall be deleted in its entirety.

     (ii) ELIGIBLE COLLATERAL. The items set forth on the Collateral Schedule
          attached as Schedule A hereto will qualify as "ELIGIBLE COLLATERAL"
          for the party specified.

     (iii) OTHER ELIGIBLE SUPPORT. None

     (iv) THRESHOLDS.

          (A)  "INDEPENDENT AMOUNT" means:
               Pledgor: Not applicable.
               Secured Party: Not applicable.

          (B)  "THRESHOLD" means:
               Pledgor: Not applicable.
               Secured Party: Not applicable.

          (C)  "MINIMUM TRANSFER AMOUNT" means USD100,000; provided, that if the
               aggregate Certificate Principal Balance of the Certificates rated
               by S&P is less than USD 50,000,000, the "Minimum Transfer Amount"
               shall mean USD 50,000.

          (D)  ROUNDING. The Delivery Amount will be rounded up and the Return
               Amount will be rounded down to the nearest integral multiple of
               USD 10,000.

(c)  VALUATION AND TIMING.

(i)  "VALUATION AGENT" means Pledgor.

(ii) "VALUATION DATE" means each Local Business Day(4).

(iii) "VALUATION TIME" means the close of business on the Local Business Day in
     the city where the Valuation Agent is located immediately preceding the
     Valuation Date or date of calculation, as applicable; provided that the
     calculations of Value and Exposure will be made as of approximately the
     same time on the same date.

(iv) "NOTIFICATION TIME" means 11:00 A.M. (New York time).

(v)  TRANSFER TIMING AND CALCULATIONS. Paragraphs 4(b) and 4(c) are hereby
     amended and restated in entirety as set forth below.

----------
(4)  If not daily valuations, changes are required in the collateral amounts and
     valuation percentages


                                      M-4-1

<PAGE>

          "(b) TRANSFER TIMING. Subject to Paragraphs 4(a) and 5 and unless
          otherwise specified, if a demand for the Transfer of Eligible Credit
          Support or Posted Credit Support is made by the Notification Time,
          then the relevant Transfer will be made not later than the close of
          business on the Valuation Date; if a demand is made after the
          Notification Time, then the relevant Transfer will be made not later
          than the close of business on the next Local Business Day thereafter.

          (c) CALCULATIONS. All calculations of Value and Exposure for purposes
          of Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the
          Valuation Time. The Valuation Agent will notify each party (or the
          other party, if the Valuation Agent is a party) of its calculations
          not later than the Notification Time on the applicable Valuation Date
          (or in the case of Paragraph 6(d), the Local Business Day following
          the day on which such relevant calculations are performed)."

(d)  CONDITIONS PRECEDENT. There shall be no "Specified Condition" with respect
     to either party for purposes of this Annex.

(e)  SUBSTITUTION

     (i)  "SUBSTITUTION DATE" means (A) the Local Business Day on which the
          Secured Party receives the Substitute Credit Support, if notice of
          substitution is received by the Notification Time on such date, and
          (B) the Local Business Day following the date on which the Secured
          Party receives the Substitute Credit Support, if notice of
          substitution is received after the Notification Time.

     (ii) CONSENT OF SECURED PARTY FOR SUBSTITUTION. Inapplicable.

     (iii) AMENDMENT OF PARAGRAPH 4(D)(II). Paragraph 4(d)(ii) is amended and
          restated in its entirety as set forth below:

          "(ii) subject to Paragraph 4(a) of this Annex, the Secured Party will
          Transfer the items of Posted Credit Support specified by the Pledgor
          in its notice not later than the close of business on the Substitution
          Date, provided, however, that if the Secured Party shall not have
          received the Substitute Credit Support prior to 1:00 P.M. (New York
          time) on the Substitution Date, then the Secured Party shall Transfer
          the applicable items of Posted Credit Support not later than the close
          of business on the Local Business Day immediately following the day on
          which the Secured Party receives the Substitute Credit Support.
          Notwithstanding the foregoing, the Secured Party will only be
          obligated to Transfer Posted Credit Support with a Value as of the
          Substitution Date equal to the Value of the Substitute Credit Support
          delivered by the Pledgor in exchange therefor."

(f)  DISPUTE RESOLUTION.

(i)  "RESOLUTION TIME" means 12:00 noon, New York time, on the Local Business
     Day for both parties following the date the Disputing Party gives notice of
     a dispute pursuant to Paragraph 5.

(ii) VALUE. For the purpose of Paragraphs 5(i)(C) and 5(ii), disputes over the
     Value of Posted Credit Support will be resolved by the Valuation Agent
     seeking bid-side quotations as of the


                                      M-4-1

<PAGE>

     relevant Recalculation Date or date of Transfer, as applicable, from three
     parties that regularly act as dealers in the securities in question. The
     Value will be the arithmetic mean of the quotations obtained by the
     Valuation Agent, multiplied by the applicable Valuation Percentage, if any.
     If no quotations are available for a particular security, then the
     Valuation Agent's original calculation of Value thereof will be used for
     that security.

(iii) ALTERNATIVE. Subject to item (iv) below, the provisions of Paragraph 5
     will apply.

(iv) MODIFICATION OF PARAGRAPH 5. The introductory paragraph of Paragraph 5
     shall be amended and restated to read in its entirety as follows:

               "If a party (a 'Disputing Party') disputes (I) the Valuation
               Agent's calculation of a Delivery Amount or a Return Amount or
               (II) the Value of any Transfer of Eligible Credit Support or
               Posted Credit Support, then:

               (A) the Disputing Party will (x) notify the other party and, if
               applicable, the Valuation Agent of the amount it is disputing,
               (y) indicate what it believes the correct amount to be and (z)
               provide a statement showing, in reasonable detail, how it arrived
               at such amount and the appropriate party will deliver the
               undisputed amount to the other party not later than (i) (a) the
               close of business on the Valuation Date, if the demand made under
               Paragraph 3 in the case of (I) above is made by the Notification
               Time, or (b) the close of business of the Local Business Day
               following the date on which the demand is made under Paragraph 3
               in the case of (I) above, if such demand is made after the
               Notification Time, or (ii) the close of business of the date of
               Transfer, in the case of (II) above;

               (B) the parties will consult with each other and provide such
               information as the other party shall reasonably request in an
               attempt to resolve the dispute; and

               (C) if they fail to resolve the dispute by the Resolution Time,
               then:"

(g)  HOLDING AND USING POSTED COLLATERAL.

(i)  ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS.

          (1) The Secured Party and its Custodian (if any) will be entitled to
          hold Posted Collateral pursuant to Paragraph 6(b), provided that the
          following conditions applicable to it are satisfied:

               (A) it is not a Defaulting Party;

               (B) Posted Collateral consisting of Cash or certificated
               securities that cannot be paid or delivered by book-entry may be
               held only in any state of the United States which has adopted the
               Uniform Commercial Code;

               (C) the short-term rating of any Custodian shall be at least
               "A-1" by S&P

          (2) There shall be no Custodian for Pledgor.


                                      M-4-1

<PAGE>

(ii) USE OF POSTED COLLATERAL. The provisions of Paragraph 6(c) will not apply
     to Secured Party and Secured Party will not have any right to use the
     Posted Collateral or take any action specified in Paragraph 6(c).

(h)  DISTRIBUTIONS AND INTEREST AMOUNT.

     (i)  INTEREST RATE. The "INTEREST RATE" will be the "Federal Funds
          (Effective)" rate as such rate is displayed on Telerate page 118 for
          such day under the caption "Effective".

     (ii) AMENDMENT OF PARAGRAPH 6(D)(I) - DISTRIBUTIONS. Clause (d)(i) of
          Paragraph 6 shall be amended and restated to read in its entirety as
          follows:

     1.   "(I) DISTRIBUTIONS. SUBJECT TO PARAGRAPH 4(A), IF PARTY B RECEIVES
          DISTRIBUTIONS ON A LOCAL BUSINESS DAY, IT WILL TRANSFER TO PARTY A NOT
          LATER THAN THE FOLLOWING LOCAL BUSINESS DAY ANY DISTRIBUTIONS IT
          RECEIVES TO THE EXTENT THAT A DELIVERY AMOUNT WOULD NOT BE CREATED OR
          INCREASED BY THAT TRANSFER, AS CALCULATED BY THE VALUATION AGENT (AND
          THE DATE OF CALCULATION WILL BE DEEMED TO BE A VALUATION DATE FOR THIS
          PURPOSE). "

     (iii) AMENDMENT OF PARAGRAPH 6(D)(II) - INTEREST AMOUNT. Clause (d)(ii) of
          Paragraph 6 shall be amended and restated to read in its entirety as
          follows:

          "(ii) INTEREST AMOUNT. In lieu of any interest, dividends or other
          amounts paid with respect to Posted Collateral in the form of Cash
          (all of which may be retained by the Secured Party), the Secured Party
          will Transfer to the Pledgor on the 20th day of each calendar month
          (or if such day is not a Local Business Day, the next Local Business
          Day) the Interest Amount. Any Interest Amount or portion thereof not
          Transferred pursuant to this Paragraph will constitute Posted
          Collateral in the form of Cash and will be subject to the security
          interest granted under Paragraph 2. For purposes of calculating the
          Interest Amount the amount of interest calculated for each day of the
          interest period shall be compounded monthly." Secured Party shall not
          be obligated to transfer any Interest Amount unless and until it has
          received such amount.

(i)  DEMANDS AND NOTICES.

     All demands, specifications and notices under this Annex will be made
     pursuant to the Notices Section of this Agreement.

(j)  ADDRESSES FOR TRANSFERS.

     Pledgor:       To be provided in writing by Pledgor to Secured Party.

     Secured Party: LaSalle Bank Nnational Association
                    135 South LaSalle Street - Suite 1511
                    Chicago, Illinois 60603
                    Attention: Global Securities and Trust Services -
                               MLMI 2007-HE2
                    Fax No. 312-904 1368
                    Phone No. 312-992-1816

(k)  OTHER PROVISION(S).


                                      M-4-1

<PAGE>

     (i)  AMENDMENT OF PARAGRAPH 7 - EVENTS OF DEFAULT. Clause (iii) of
          Paragraph 7 shall not apply to Secured Party.

     (ii) NON-RELIANCE. Notwithstanding the obligations of the Secured Party
          under Paragraph 6(a), and without limiting the generality of the final
          sentence of Paragraph 6(a), each party, as Pledgor, acknowledges that
          it has the means to monitor all matters relating to all valuations,
          payments, defaults and rights with respect to Posted Collateral
          without the need to rely on the other party, in its capacity as
          Secured Party, and that, given the provisions of this Annex on
          substitution, responsibility for the preservation of the rights of the
          Pledgor with respect to all such matters is reasonably allocated
          hereby to the Pledgor.

     (iii) AGREEMENT AS TO SINGLE SECURED PARTY AND PLEDGOR. Each of Pledgor and
          Secured Party agree that, notwithstanding anything to the contrary in
          the recital to this Annex, Paragraph 1(b) or Paragraph 2 or the
          definitions in Paragraph 12, (a) the term "Secured Party" as used in
          this Annex means only Secured Party, (b) the term "Pledgor" as used in
          this Annex means only Pledgor, (c) only Pledgor makes the pledge and
          grant in Paragraph 2, the acknowledgement in the final sentence of
          Paragraph 8(a) and the representations in Paragraph 9 and (d) only
          Pledgor will be required to make Transfers of Eligible Credit Support
          hereunder.

     (iv) TRUSTEE. The Trustee is hereby authorized to (i) make demands on
          behalf of the Secured Party pursuant to Paragraph 3 hereunder and (ii)
          provide notice on behalf of the Secured Party pursuant to Paragraph 7
          hereunder.

     (v)  COLLATERAL ACCOUNT. Secured Party shall at all times maintain all
          Posted Collateral in a segregated trust account.

     (vi) EXTERNAL CALCULATIONS. At any time at which Pledgor (or, to the extent
          applicable, its Credit Support Provider) does not have a long-term
          unsubordinated and unsecured debt rating of at least "BBB+" from S&P,
          the Valuation Agent shall (at its own expense) obtain external
          calculations of the Secured Party's Exposure from at least two
          Reference Market-makers on the last Local Business Day of each
          calendar month. Any determination of the S&P Collateral Amount shall
          be based on the greatest of the Secured Party's Exposure determined by
          the Valuation Agent and such Reference Market-makers. Such external
          calculation may not be obtained from the same Reference Market-maker
          more than four times in any 12-month period.

     (vii) NOTICE TO S&P. At any time at which Pledgor (or, to the extent
          applicable, its Credit Support Provider) does not have a long-term
          unsubordinated and unsecured debt rating of at least "BBB+" from S&P,
          the Valuation Agent shall provide to S&P not later than the
          Notification Time on the Local Business Day following each Valuation
          Date its calculations of the Secured Party's Exposure and the Value of
          any Eligible Credit Support or Posted Credit Support for that
          Valuation Date. The Valuation Agent shall also provide to S&P any
          external marks of the Secured Party's Exposure.

     (viii) EXPENSES. Pledgor shall be responsible for all reasonable costs and
          expenses incurred by Secured Party in connection with the Transfer of
          any Eligible Collateral under this Annex.

     (ix) ADDITIONAL DEFINED TERMS.


                                      M-4-1

<PAGE>

          "DV01" means, with respect to a Transaction and any date of
          determination, the sum of the estimated change in the Secured Party's
          Exposure with respect to such Transaction that would result from a one
          basis point change in the relevant swap curve on such date, as
          determined by the Valuation Agent in good faith and in a commercially
          reasonable manner. The Valuation Agent shall, upon request of Secured
          Party, provide to Secured Party a statement showing in reasonable
          detail such calculation.

          "MOODY'S FIRST LEVEL ADDITIONAL COLLATERALIZED AMOUNT" means, with
          respect to any Transaction, the lesser of (x) the product of 15 and
          DV01 for such Transaction and such Valuation Date and (y) the product
          of 2% and the Notional Amount for such Transaction for the Calculation
          Period which includes such Valuation Date.

          "MOODY'S FIRST LEVEL COLLATERAL AMOUNT" means, (A) for any Valuation
          Date on which (I) a Moody's First Level Downgrade has occurred and has
          been continuing (x) for at least 30 Local Business Days or (y) since
          this Annex was executed and (II) it is not the case that a Moody's
          Second Level Downgrade has occurred and been continuing for at least
          30 Local Business Days, an amount equal to the greater of (a) zero and
          (b) the sum of the Secured Party's aggregate Exposure for all
          Transactions and the aggregate of Moody's First Level Additional
          Collateralized Amounts for each Transaction and (B)for any other
          Valuation Date, zero.

          "MOODY'S FIRST LEVEL VALUE" means, for any date that the Moody's First
          Level Collateral Amount is determined and the Value of any Eligible
          Collateral or Posted Collateral that is a security, the bid price for
          such security obtained by the Valuation Agent multiplied by the
          Moody's First Level Valuation Percentage for such security set forth
          on Schedule A hereto.

          "MOODY'S SECOND LEVEL ADDITIONAL COLLATERALIZED AMOUNT" means, with
          respect to any Transaction,

               (1) if such Transaction is not a Transaction-Specific Hedge, the
               lesser of (i) the product of the 50 and DV01 for such Transaction
               and such Valuation Date and (ii) the product of 8% and the
               Notional Amount for such Transaction for the Calculation Period
               (as defined in the related Transaction) which includes such
               Valuation Date; or

               (2) if such Transaction is a Transaction-Specific Hedge, the
               lesser of (i) the product of the 65 and DV01 for such Transaction
               and such Valuation Date and (ii) the product of 10% and the
               Notional Amount for such Transaction for the Calculation Period
               (as defined in the related Transaction) which includes such
               Valuation Date.

          "MOODY'S SECOND LEVEL COLLATERAL AMOUNT" means, (A) for any Valuation
          Date on which it is the case that a Moody's Second Level Downgrade has
          occurred and been continuing for at least 30 Local Business Days, an
          amount equal to the greatest of (a) zero, (b) the aggregate amount of
          the Next Payments for all Next Payment Dates and (c) the sum of the
          Secured Party's aggregate Exposure and the aggregate of Moody's Second
          Level Additional Collateralized Amounts for each Transaction and (B)
          for any other Valuation Date, zero.

          "MOODY'S SECOND LEVEL VALUE" means, for any date that the Moody's
          Second Level Collateral Amount is determined and the Value of any
          Eligible Collateral or Posted Collateral that is a security, the bid
          price for such security obtained by the Valuation Agent multiplied by
          the Moody's Second Level Valuation Percentage for such security set
          forth on Schedule A hereto.


                                      M-4-1

<PAGE>

          "NEXT PAYMENT" means, in respect of each Next Payment Date, the
          greater of (i) the amount of any payments due to be made by the
          Pledgor pursuant to Section 2(a) on such Next Payment Date less any
          payments due to be made by the Secured Party under Section 2(a) on
          such Next Payment Date (in each case, after giving effect to any
          applicable netting under Section 2(c)) and (ii) zero.

          "NEXT PAYMENT DATE" means the next scheduled payment date under any
          Transaction.

          "REMAINING WEIGHTED AVERAGE MATURITY" means, with respect to a
          Transaction, the expected weighted average maturity for such
          Transaction as determined by the Valuation Agent.

          "S&P COLLATERAL AMOUNT" means, (A) for any Valuation Date on which a
          S&P First Level Downgrade has occurred and been continuing for at
          least 30 days or on which a S&P Second Level Downgrade has occurred
          and is continuing, an amount equal to the sum of (1) 100.0% of the
          Secured Party's Exposure for such Valuation Date and (2) the product
          of the Volatility Buffer for each Transaction and the Notional Amount
          of such Transaction for the Calculation Period (as defined in the
          related Transaction) of such Transaction which includes such Valuation
          Date, or (B) for any other Valuation Date, zero.

          "S&P VALUE" means, for any date that the S&P Collateral Amount is
          determined and the Value of any Eligible Collateral or Posted
          Collateral that is a security, the bid price for such security
          obtained by the Valuation Agent multiplied by the S&P Valuation
          Percentage for such security set forth on Schedule A hereto.

          "TRANSACTION-SPECIFIC HEDGE" means any Transaction that is a cap,
          floor or swaption or a Transaction in respect of which (x) the
          notional amount of the interest rate swap is "balance guaranteed" or
          (y) the notional amount of the interest rate swap for any Calculation
          Period otherwise is not a specific dollar amount that is fixed at the
          inception of the Transaction.

          "VOLATILITY BUFFER" means, for any Transaction, the related percentage
          set forth in the following table:

<TABLE>
<CAPTION>
The higher of the S&P short-term
credit rating of (i) Pledgor and   Remaining Weighted   Remaining Weighted   Remaining Weighted   Remaining Weighted
(ii) the Credit Support Provider    Average Maturity     Average Maturity     Average Maturity     Average Maturity
of Pledgor, if applicable             up to 3 years        up to 5 years       up to 10 years       up to 30 years
--------------------------------   ------------------   ------------------   ------------------   ------------------
<S>                                <C>                  <C>                  <C>                  <C>
"A-2" or higher                           2.75%                3.25%               4.00%                4.75%
"A-3"                                     3.25%                4.00%               5.00%                6.25%
"BB+" or lower                            3.50%                4.50%               6.75%                7.50%
</TABLE>


                                      M-4-1

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Annex on the respective dates
specified below with effect from the date specified on the first page of this
document.

BEAR STEARNS FINANCIAL PRODUCTS INC.    LASALLE BANK NATIONAL ASSOCIATION, NOT
                                        IN ITS INDIVIDUAL CAPACITY, BUT SOLELY
                                        AS SECURITIES ADMINISTRATOR ON BEHALF OF
                                        MERRILL LYNCH MORTGAGE INVESTORS TRUST,
                                        SERIES 2007-HE2


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


                                      M-4-1

<PAGE>

                                                                      SCHEDULE A

                               COLLATERAL SCHEDULE

THE MOODY'S FIRST LEVEL VALUATION PERCENTAGES SHALL BE USED IN DETERMINING THE
MOODY'S FIRST LEVEL COLLATERAL AMOUNT.

THE MOODY'S SECOND LEVEL VALUATION PERCENTAGES SHALL BE USED IN DETERMINING THE
MOODY'S SECOND LEVEL COLLATERAL AMOUNT.

THE S&P VALUATION PERCENTAGES SHALL BE USED IN DETERMINING THE S&P COLLATERAL
AMOUNT.

<TABLE>
<CAPTION>
                                                      MOODY'S               MOODY'S
                                                       FIRST                SECOND
                                                       LEVEL                 LEVEL
ISDA COLLATERAL ASSET                                VALUATION             VALUATION                 S&P
DEFINITION (ICAD) CODE    REMAINING MATURITY        PERCENTAGE            PERCENTAGE         VALUATION PERCENTAGE
----------------------   -------------------   -------------------   -------------------   -----------------------
<S>                      <C>                   <C>                   <C>                   <C>
       US-CASH                  N/A                    100%                  100%                    100%
       EU-CASH                  N/A                     98%                   94%                   92.5%
       GB-CASH                  N/A                     98%                   95%                   94.1%

      US-TBILL               < 1 Year                  100%                  100%                   98.9%
      US-TNOTE              1 to 2 years               100%                   99%                   98.0%
      US-TBOND              2 to 3 years               100%                   98%                   97.4%
    (fixed rate)            3 to 5 years               100%                   97%                   95.5%
                            5 to 7 years               100%                   96%                   93.7%
                           7 to 10 years               100%                   94%                   92.5%
                           10 to 20 years              100%                   90%                   91.1%
                             > 20 years                100%                   88%                   88.6%

      US-TBILL             All Maturities              100%                   99%          Not Eligible Collateral
      US-TNOTE
      US-TBOND
   (floating rate)

    GA-US-AGENCY              < 1 Year                 100%                   99%                   98.5%
    (fixed rate)             1 to 2 years              100%                   99%                   97.7%
                             2 to 3 years              100%                   98%                   97.3%
                             3 to 5 years              100%                   96%                   94.5%
                             5 to 7 years              100%                   93%                   93.1%
                            7 to 10 years              100%                   93%                   90.7%
                           10 to 20 years              100%                   89%                   87.7%
                             > 20 years                100%                   87%                   84.4%

    GA-US-AGENCY           All Maturities              100%                   98%          Not Eligible Collateral
   (floating rate)

   GA-EUROZONE-GOV                             Rated Aa3 or better   Rated Aa3 or better     Rated AAA or better
 (other than GB-CASH)                               by Moody's            by Moody's                by S&P
    (fixed rate)               < 1 Year                 98%                   94%                   98.8%
                             1 to 2 years               98%                   93%                   97.9%
                             2 to 3 years               98%                   92%                   97.1%
                             3 to 5 years               98%                   90%                   91.2%
                             5 to 7 years               98%                   89%                   87.5%
                            7 to 10 years               98%                   88%                   83.8%
                            10 to 20 years              98%                   84%                   75.5%
                              > 20 years                98%                   82%          Not Eligible Collateral
</TABLE>


                                      M-4-1

<PAGE>

<TABLE>
<S>                      <C>                   <C>                   <C>                   <C>
    GA-EUROZONE-GOV         All Maturities     Rated Aa3 or better   Rated Aa3 or better     Rated AAA or better
  (other than EU-CASH)                              by Moody's            by Moody's                by S&P
     (fixed rate)                                       98%                   93%          Not Eligible Collateral

      GA-GB-GOV                < 1 Year                 98%                   94%          Not Eligible Collateral
 (other than GB-CASH)        1 to 2 years               98%                   93%          Not Eligible Collateral
    (fixed rate)             2 to 3 years               98%                   92%          Not Eligible Collateral
                             3 to 5 years               98%                   91%          Not Eligible Collateral
                             5 to 7 years               98%                   90%          Not Eligible Collateral
                            7 to 10 years               98%                   89%          Not Eligible Collateral
                            10 to 20 years              98%                   86%          Not Eligible Collateral
                              > 20 years                98%                   84%          Not Eligible Collateral

      GA-GB-GOV             All Maturities              98%                   94%          Not Eligible Collateral
 (other than GB-CASH)
    (floating rate)
</TABLE>

The ISDA Collateral Asset Definition (ICAD) Codes used in this Collateral
Schedule shall have the meanings set forth in the Collateral Asset Definitions
(First Edition - June 2003) as published and copyrighted in 2003 by the
International Swaps and Derivatives Association, Inc.


                                      M-4-1
<PAGE>

                                   EXHIBIT M-5

    FORM OF ISDA MASTER AGREEMENT AND SCHEDULE RELATING TO CORRIDOR CONTRACTS

(Multicurrency - Cross Border)

                                     ISDA(R)
                  INTERNATIONAL SWAP DEALERS ASSOCIATION, INC.

                                MASTER AGREEMENT

                           dated as of March 30, 2007

BEAR STEARNS FINANCIAL PRODUCTS INC.   and   LASALLE BANK NATIONAL ASSOCIATION,
                                             NOT IN ITS INDIVIDUAL CAPACITY, BUT
                                             SOLELY AS SECURITIES ADMINISTRATOR
                                             ON BEHALF OF MERRILL LYNCH MORTGAGE
                                             INVESTORS TRUST, SERIES 2007-HE2

have entered and/or anticipate entering into one of more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows: --

1. INTERPRETATION

(a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b) INCONSISTENCY. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact
that this Master Agreement and all Confirmations form a single agreement between
the parties (collectively referred to as this "Agreement"), and the parties
would not otherwise enter into any Transactions.

2. OBLIGATIONS

(a) GENERAL CONDITIONS.

     (i) Each party will make each payment or delivery specified in each
     Confirmation to be made by it, subject to the other provisions of this
     Agreement.

       Copyright (C) 1992 by International Swap Dealers Association, Inc.

<PAGE>

     (ii) Payments under this Agreement will be made on the due date for value
     on that date in the place of the account specified in the relevant
     Confirmation or otherwise pursuant to this Agreement, in freely
     transferable funds and in the manner customary for payments in the required
     currency. Where settlement is by delivery (that is, other than by payment),
     such delivery will be made for receipt on the due date in the manner
     customary for the relevant obligation unless otherwise specified in the
     relevant Confirmation or elsewhere in this Agreement.

     (iii) Each obligation of each party under Section 2(a)(i) is subject to (1)
     the condition precedent that no Event of Default or Potential Event of
     Default with respect to the other party has occurred and is continuing, (2)
     the condition precedent that no Early Termination Date in respect of the
     relevant Transaction has occurred or been effectively designated and (3)
     each other applicable condition precedent specified in this Agreement.


                                       20

<PAGE>

(b) CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c) NETTING. If on any date amounts would otherwise be payable:--

     (i)  in the same currency; and

     (ii) in respect of the same Transaction,

by each party to the other. then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d) DEDUCTION OR WITHHOLDING FOR TAX.

     (i) Gross-Up. All payments under this Agreement will be made without any
     deduction or withholding for or on account of any Tax unless such deduction
     or withholding is required by any applicable law, as modified by the
     practice of any relevant governmental revenue authority, then in effect. If
     a party is so required to deduct or withhold, then that party ("X") will:--

          (1) promptly notify the other party ("Y") of such requirement;

          (2) pay to the relevant authorities the full amount required to be
          deducted or withheld (including the full amount required to be
          deducted or withheld from any additional amount paid by X to Y under
          this Section 2(d)) promptly upon the earlier of determining that such
          deduction or withholding is required or receiving notice that such
          amount has been assessed against Y;

          (3) promptly forward to Y an official receipt (or a certified copy),
          or other documentation reasonably acceptable to Y, evidencing such
          payment to such authorities; and

          (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the
          payment to which Y is otherwise entitled under this Agreement, such
          additional amount as is necessary to ensure that the net amount
          actually received by Y (free and clear of Indemnifiable Taxes. whether
          assessed against X or Y) will equal ft full amount Y would have
          received had no such deduction or withholding been required. However,
          X will not be required to pay any additional amount to Y to the extent
          that it would not be required to be paid but for: --

               (A) the failure by Y to comply with or perform any agreement
               contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

               (B) the failure of a representation made by Y pursuant to Section
               3(f) to be accurate and true unless such failure would not have
               occurred but for (I) any action taken by a taxing authority, or
               brought in a court of competent jurisdiction, on or after the
               date on

       Copyright (C) 1992 by International Swap Dealers Association, Inc.

<PAGE>

               which a Transaction is entered into (regardless of whether such
               action is taken or brought with respect to a party to this
               Agreement) or (II) a Change in Tax Law.

     (ii) Liability. If:--

          (1) X is required by any applicable law, as modified by the practice
          of any relevant governmental revenue authority, to make any deduction
          or withholding in respect of which X would not be required to pay an
          additional amount to Y under Section 2(d)(i)(4);

          (2) X does not so deduct or withhold; and

          (3) a liability resulting from such Tax is assessed directly against
          X,

     then, except to the extent Y has satisfied or then satisfies the liability
     resulting from such Tax, Y will promptly pay to X the amount of such
     liability (including any related liability for interest, but including any
     related liability for penalties only if Y has failed to comply with or
     perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3. REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a) BASIC REPRESENTATIONS.

     (i) Status. It is duly organised and validly existing under the laws of the
     jurisdiction of its organisation or incorporation and, if relevant under
     such laws, in good standing;

     (ii) Powers. It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is a party, to deliver
     this Agreement and any other documentation relating to this Agreement that
     it is required by this Agreement to deliver and to perform its obligations
     under this Agreement and any obligations it has under any Credit Support
     Document to which it is a party and has taken all necessary action to
     authorise such execution, delivery and performance;

     (iii) No Violation or Conflict. Such execution, delivery and performance do
     not violate or conflict with any law applicable to it, any provision of its
     constitutional documents, any order or judgment of any court or other
     agency of government applicable to it or any of its assets or any
     contractual restriction binding on or affecting it or any of its assets;

     (iv) Consents. All governmental and other consents that are required to
     have been obtained by it with respect to this Agreement or any Credit
     Support Document to which it is a party have been obtained and are in full
     force and effect and all conditions of any such consents have been complied
     with; and

     (v) Obligations Binding. Its obligations under this Agreement and any
     Credit Support Document to which it is a party constitute its legal, valid
     and binding obligations, enforceable in accordance with their respective
     terms (subject to applicable bankruptcy, reorganisation, insolvency,
     moratorium or similar laws

<PAGE>

     affecting creditors' rights generally and subject, as to enforceability, to
     equitable principles of general application (regardless of whether
     enforcement is sought in a proceeding in equity or at law)).

(b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of Default
or, to its knowledge, Termination Event with respect to it has occurred and is
continuing and no such event or circumstance would occur as a result of its
entering into or performing its obligations under this Agreement or any Credit
Support Document to which it is a party.

(c) ABSENCE OF LITIGATION. There is not pending or, to its knowledge, threatened
against it or any of its Affiliates any action, suit or proceeding at law or in
equity or before any court, tribunal, governmental body, agency or official or
any arbitrator that is likely to affect the legality, validity or enforceability
against it of this Agreement or any Credit Support Document to which it is a
party or its ability to perform its obligations under this Agreement or such
Credit Support Document.

(d) ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e) PAYER TAX REPRESENTATION. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f) PAYEE TAX REPRESENTATIONS. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4. AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a) FURNISH SPECIFIED INFORMATION. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

     (i) any forms, documents or certificates relating to taxation specified in
     the Schedule or any Confirmation;

     (ii) any other documents specified in the Schedule of any Confirmation; and

     (iii) upon reasonable demand by such other party, any form or document that
     may be required or reasonably requested in writing in order to allow such
     other party or its Credit Support Provider to make a payment under this
     Agreement or any applicable Credit Support Document without any deduction
     or withholding for or on account of any Tax or with such deduction or
     withholding at a reduced rate (so long as the completion, execution or
     submission of such form or document would not materially prejudice the
     legal or commercial position of the party in receipt of such demand), with
     any such form or document to be accurate and completed in a manner
     reasonably satisfactory to such other party and to be executed and to be
     delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b) MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c) COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

<PAGE>

(d) TAX AGREEMENT. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e) PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated, organised, managed and
controlled. or considered to have its seat, or in which a branch or office
through which it is acting for the purpose of this Agreement is located ("Stamp
Tax Jurisdiction") and will indemnify the other party against any Stamp Tax
levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. EVENTS OR DEFAULT AND TERMINATION EVENTS

(a) EVENTS OF DEFAULT. The occurrence at any time with respect to a party or, if
applicable, any Credit Support Provider of such party or any Specified Entity of
such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:--

     (i) Failure to Pay or Deliver. Failure by the party to make, when due, any
     payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
     required to be made by it if such failure is not remedied on or before the
     third Local Business Day after notice of such failure is given to the
     party;

     (ii) Breach of Agreement. Failure by the party to comply with or perform
     any agreement or obligation (other than an obligation to make any payment
     under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
     notice of a Termination Event or any agreement or obligation under Section
     4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
     in accordance with this Agreement if such failure is not remedied on or
     before the thirtieth day after notice of such failure is given to the
     party;

     (iii) Credit Support Default.

          (1) Failure by the party or any Credit Support Provider of such party
          to comply with or perform any agreement or obligation to be complied
          with or performed by it in accordance with any Credit Support Document
          if such failure is continuing after any applicable grace period has
          elapsed;

          (2) the expiration or termination of such Credit Support Document or
          the failing or ceasing of such Credit Support Document to be in full
          force and effect for the purpose of this Agreement (in either case
          other than in accordance with its terms) prior to the satisfaction of
          all obligations of such party under each Transaction to which such
          Credit Support Document relates without the written consent of the
          other party; or

          (3) the party or such Credit Support Provider disaffirms, disclaims,
          repudiates or rejects, in whole or in part, or challenges the validity
          of, such Credit Support Document;

     (iv) Misrepresentation. A representation (other than a representation under
     Section 3(e) or (f)) made or repeated or deemed to have been made or
     repeated by the party or any Credit Support Provider of such party in this
     Agreement or any Credit Support Document proves to have been incorrect or
     misleading in any material respect when made or repeated or deemed to have
     been made or repeated;

     (v) Default under Specified Transaction. The party, any Credit Support
     Provider of such party or any applicable Specified Entity of such party (1)
     defaults under a Specified Transaction and, after giving effect to any
     applicable notice requirement or grace period, there occurs a liquidation
     of, an acceleration of obligations under, or an early termination of, that
     Specified Transaction, (2) defaults, after giving effect to any applicable
     notice requirement or grace period, in making any payment or delivery due
     on the last payment, delivery or exchange date of, or any payment on early
     termination of, a Specified Transaction (or such default continues for at
     least three Local Business Days if there is no applicable notice
     requirement or grace period) or (3) disaffirms, disclaims, repudiates or
     rejects, in whole or in part, a Specified Transaction (or such action is
     taken by any person or entity appointed or empowered to operate it or act
     on its behalf);

<PAGE>

     (vi) Cross Default. If "Cross Default" is specified in the Schedule as
     applying to the party, the occurrence or existence of (1) a default, event
     of default or other similar condition or event (however described) in
     respect of such party, any Credit Support Provider of such party or any
     applicable Specified Entity of such party under one or more agreements or
     instruments relating to Specific Indebtedness of any of them (individually
     or collectively) in an aggregate amount of not less than the applicable
     Threshold Amount (as specified in the Schedule) which has resulted in such
     Specified Indebtedness becoming, or becoming capable at such time of being
     declared, due and payable under such agreements or instruments, before it
     would otherwise have been due and payable or (2) a default by such party,
     such Credit Support Provider or such Specified Entity (individually or
     collectively) in making one or more payments on the due date thereof in an
     aggregate amount of not less than the applicable Threshold Amount under
     such agreements or instruments (after giving effect to any applicable
     notice requirement or grace period);

     (vii) Bankruptcy. The party, any Credit Support Provider of such party or
     any applicable Specified Entity of such party:-

          (1) is dissolved (other than pursuant to a consolidation, amalgamation
          or merger); (2) becomes insolvent or is unable to pay its debts or
          fails or admits in writing its inability generally to pay its debts as
          they become due; (3) makes a general assignment, arrangement or
          composition with or for the benefit of its creditors; (4) institutes
          or has instituted against it a proceeding seeking a judgment of
          insolvency or bankruptcy or any other relief under any bankruptcy or
          insolvency law or other similar law affecting creditors' rights, or a
          petition is presented for its winding-up or liquidation, and, in the
          case of any such proceeding or petition instituted or presented
          against it, such proceeding or petition (A) results in a judgment of
          insolvency or bankruptcy or the entry of an order for relief or the
          making of an order for its winding-up or liquidation or (B) is not
          dismissed, discharged, stayed or restrained in each case within 30
          days of the institution or presentation thereof, (5) has a resolution
          passed for its winding-up, official management or liquidation (other
          than pursuant to a consolidation, amalgamation or merger); (6) seeks
          or becomes subject to the appointment of an administrator, provisional
          liquidator, conservator, receiver, trustee, custodian or other similar
          official for it or for all or substantially all its assets; (7) has a
          secured party take possession of all or substantially all its assets
          or has a distress, execution, attachment, sequestration or other legal
          process levied, enforced or sued on or against all or substantially
          all its assets and such secured party maintains possession, or any
          such process is not dismissed, discharged, stayed or restrained, in
          each case within 30 days thereafter; (8) causes or is subject to any
          event with respect to it which. under the applicable laws of any
          jurisdiction, has an analogous effect to any of the events specified
          in clauses (1) to (7) (inclusive); or (9) takes any action in
          furtherance of, or indicating its consent to, approval of, or
          acquiescence in, any of the foregoing acts; or

     (viii) Merger Without Assumption. The party or any Credit Support Provider
     of such party consolidates or amalgamates with, or merges with or into, or
     transfers all or substantially all its assets to, another entity and, at
     the time of such consolidation, amalgamation, merger or transfer: -

          (1) the resulting, surviving or transferee entity fails to assume all
          the obligations of such party or such Credit Support Provider under
          this Agreement or any Credit Support Document to which it or its
          predecessor was a party by operation of law or pursuant to an
          agreement reasonably satisfactory to the other party to this
          Agreement; or

          (2) the benefits of any Credit Support Document fail to extend
          (without the consent of the other party) to the performance by such
          resulting, surviving or transferee entity of its obligations under
          this Agreement.

(b) TERMINATION EVENTS. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event

<PAGE>

Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:--

     (i) Illegality. Due to the adoption of, or any change in, any applicable
     law after the date on which a Transaction is entered into, or due to the
     promulgation of, or any change in, the interpretation by any court,
     tribunal or regulatory authority with competent jurisdiction of any
     applicable law after such date. it becomes unlawful (other than as a result
     of a breach by the party of Section 4(b)) for such party (which will be the
     Affected Party):--

          (1) to perform any absolute or contingent obligation to make a payment
          or delivery or to receive a payment or delivery in respect of such
          Transaction or to comply with any other material provision of this
          Agreement relating to such Transaction; or

          (2) to perform, or for any Credit Support Provider of such party to
          perform, any contingent or other obligation which the party (or such
          Credit Support Provider) has under any Credit Support Document
          relating to such Transaction;

     (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
     brought in a court of competent jurisdiction, on or after the date on which
     a Transaction is entered into (regardless of whether such action is taken
     or brought with respect to a party to this Agreement) or (y) a Change in
     Tax Law, the party (which will be the Affected Party) will, or there is a
     substantial likelihood that it will, on the next succeeding Scheduled
     Payment Date (1) be required to pay to the other party an additional amount
     in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in
     respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
     payment from which an amount is required to be deducted or withheld for or
     on account of a Tax (except in respect of interest under Section 2(e),
     6(d)(ii) or 6(e)) and no additional amount is required to be paid in
     respect of such Tax under Section 2(d)(i)(4) (other than by reason of
     Section 2(d)(i)(4)(A) or (B));

     (iii) Tax Event Upon Merger. The party (the "Burdened Party") on the next
     succeeding Scheduled Payment Date will either (1) be required to pay an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount has been deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which the
     other party is not required to pay an additional amount (other than by
     reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
     party consolidating or amalgamating with, or merging with or into, or
     transferring all or substantially all its assets to, another entity (which
     will be the Affected Party) where such action does not constitute an event
     described in Section 5(a)(viii);

     (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
     in the Schedule as applying to the party, such party ("X"), any Credit
     Support Provider of X or any applicable Specified Entity of X consolidates
     or amalgamates with, or merges with or into, or transfers all or
     substantially all its assets to, another entity and such action does not
     constitute an event described in Section 5(a)(viii) but the
     creditworthiness of the resulting, surviving or transferee entity is
     materially weaker than that of X, such Credit Support Provider or such
     Specified Entity, as the case may be, immediately prior to such action
     (and, in such event, X or its successor or transferee, as appropriate, will
     be the Affected Party); of

     (v) Additional Termination Event. If any "Additional Termination Event" is
     specified in the Schedule or any Confirmation as applying. the occurrence
     of such event (and, in such event. the Affected Party or Affected Parties
     shall be as specified for such Additional Termination Event in the Schedule
     or such Confirmation).

(c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

<PAGE>

6. EARLY TERMINATION

(a) RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

     (i) Notice. If a Termination Event occurs, an Affected Party will, promptly
     upon becoming aware of it, notify the other party, specifying the nature of
     that Termination Event and each Affected Transaction and will also give
     such other information about that Termination Event as the other party may
     reasonably require.

     (ii) Transfer to Avoid Termination Event. If either an Illegality under
     Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
     Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
     Affected Party, the Affected Party will, as a condition to its right to
     designate an Early Termination Date under Section 6(b)(iv), use all
     reasonable efforts (which will not require such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days after
     it gives notice under Section 6(b)(i) all its rights and obligations under
     this Agreement in respect of the Affected Transactions to another of its
     Offices or Affiliates so that such Termination Event ceases to exist.

     If the Affected Party is not able to make such a transfer it will give
     notice to the other party to that effect within such 20 day period,
     whereupon the other party may effect such a transfer within 30 days after
     the notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject to
     and conditional upon the prior written consent of the other party, which
     consent will not be withheld if such other party's policies in effect at
     such time would permit it to enter into transactions with the transferee on
     the terms proposed.

     (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a
     Tax Event occurs and there are two Affected Parties, each party will use
     all reasonable efforts to reach agreement within 30 days after notice
     thereof is given under Section 6(b)(i) on action to avoid that Termination
     Event.

     (iv) Right to Terminate. If:--

          (1) a transfer under Section 6(b)(ii) or an agreement under Section
          6(b)(iii), as the case may be, has not been effected with respect to
          all Affected Transactions within 30 days after an Affected Party gives
          notice under Section 6(b)(i); or

          (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger
          or an Additional Termination Event occurs, or a Tax Event Upon Merger
          occurs and the Burdened Party is not the Affected Party,

     either party in the case of an Illegality, the Burdened Party in the case
     of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
     or an Additional Termination Event if there is more than one Affected
     Party, or the party which is not the Affected Party in the case of a Credit
     Event Upon Merger or an Additional Termination Event if there is only one
     Affected Party may, by not more than 20 days notice to the other party and
     provided that the relevant Termination Event is then

<PAGE>

     continuing, designate a day not earlier than the day such notice is
     effective as an Early Termination Date in respect of all Affected
     Transactions.

(c) EFFECT OF DESIGNATION.

     (i) If notice designating an Early Termination Date is given under Section
     6(a) or (b), the Early Termination Date will occur on the date so
     designated, whether or not the relevant Event of Default or Termination
     Event is then continuing.

     (ii) Upon the occurrence or effective designation of an Early Termination
     Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
     respect of the Terminated Transactions will be required to be made, but
     without prejudice to the other provisions of this Agreement. The amount, if
     any, payable in respect of an Early Termination Date shall be determined
     pursuant to Section 6(e).

(d) CALCULATIONS.

     (i) Statement. On or as soon as reasonably practicable following the
     occurrence of an Early Termination Date, each party will make the
     calculations on its part, if any, contemplated by Section 6(e) and will
     provide to the other party a statement (1) showing, in reasonable detail,
     such calculations (including all relevant quotations and specifying any
     amount payable under Section 6(e)) and (2) giving details of the relevant
     account to which any amount payable to it is to be paid. In the absence of
     written confirmation from the source of a quotation obtained in determining
     a Market Quotation, the records of the party obtaining such quotation will
     be conclusive evidence of the existence and accuracy of such quotation.

     (ii) Payment Date. An amount calculated as being due in respect of any
     Early Termination Date under Section 6(e) will be payable on the day that
     notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated or occurs as a result of an Event of
     Default) and on the day which is two Local Business Days after the day on
     which notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated as a result of a Termination Event).
     Such amount will be paid together with (to the extent permitted under
     applicable law) interest thereon (before as well as after judgment) in the
     Termination Currency, from (and including) the relevant Early Termination
     Date to (but excluding) the date such amount is paid, at the Applicable
     Rate. Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed.

(e) PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

     (i) Events of Default. If the Early Termination Date results from an Event
     of Default:--

          (1) First Method and Market Quotation. If the First Method and Market
          Quotation apply, the Defaulting Party will pay to the Non-defaulting
          Party the excess, if a positive number, of (A) the sum of the
          Settlement Amount (determined by the Non-defaulting Party) in respect
          of the Terminated Transactions and the Termination Currency Equivalent
          of the Unpaid Amounts owing to the Non-defaulting Party over (B) the
          Termination Currency Equivalent of the Unpaid Amounts owing to the
          Defaulting Party.

          (2) First Method and Loss. If the First Method and Loss apply, the
          Defaulting Party will pay to the Non-defaulting Party, if a positive
          number, the Non-defaulting Party's Loss in respect of this Agreement.

          (3) Second Method and Market Quotation. If the Second Method and
          Market Quotation apply, an amount will be payable equal to (A) the sum
          of the Settlement Amount (determined by the

<PAGE>

          Non-defaulting Party) in respect of the Terminated Transactions and
          the Termination Currency Equivalent of the Unpaid Amounts owing to the
          Non-defaulting Party less (B) the Termination Currency Equivalent of
          the Unpaid Amounts owing to the Defaulting Party. If that amount is a
          positive number, the Defaulting Party will pay it to the
          Non-defaulting Party; if it is a negative number, the Non-defaulting
          Party will pay the absolute value of that amount to the Defaulting
          Party.

          (4) Second Method and Loss. If the Second Method and Loss apply, an
          amount will be payable equal to the Non-defaulting Party's Loss in
          respect of this Agreement. If that amount is a positive number, the
          Defaulting Party will pay it to the Non-defaulting Party; if it is a
          negative number, the Non-defaulting Party will pay the absolute value
          of that amount to the Defaulting Party.

     (ii) Termination Events. If the Early Termination Date results from a
     Termination Event:--

          (1) One Affected Party. If there is one Affected Party, the amount
          payable will be determined in accordance with Section 6(e)(i)(3), if
          Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
          except that, in either case, references to the Defaulting Party and to
          the Non-defaulting Party will be deemed to be references to the
          Affected Party and the party which is not the Affected Party,
          respectively, and, if Loss applies and fewer than all the Transactions
          are being terminated, Loss shall be calculated in respect of all
          Terminated Transactions.

          (2) Two Affected Parties. If there are two Affected Parties:--

               (A) if Market Quotation applies, each party will determine a
               Settlement Amount in respect of the Terminated Transactions, and
               an amount will be payable equal to (I) the sum of (a) one-half of
               the difference between the Settlement Amount of the party with
               the higher Settlement Amount ("X") and the Settlement Amount of
               the party with the lower Settlement Amount ("Y") and (b) the
               Termination Currency Equivalent of the Unpaid Amounts owing to X
               less (II) the Termination Currency Equivalent of the Unpaid
               Amounts owing to Y; and

               (B) if Loss applies, each party will determine its Loss in
               respect of this Agreement (or, if fewer than all the Transactions
               are being terminated, in respect of all Terminated Transactions)
               and an amount will be payable equal to one-half of the difference
               between the Loss of the party with the higher Loss ("X") and the
               Loss of the party with the lower Loss ("Y").

          If the amount payable is a positive number, Y will pay it to X; if it
          is a negative number, X will pay the absolute value of that amount to
          Y.

     (iii) Adjustment for Bankruptcy. In circumstances where an Early
     Termination Date occurs because "Automatic Early Termination" applies in
     respect of a party, the amount determined under this Section 6(e) will be
     subject to such adjustments as are appropriate and permitted by law to
     reflect any payments or deliveries made by one party to the other under
     this Agreement (and retained by such other party) during the period from
     the relevant Early Termination Date to the date for payment determined
     under Section 6(d)(ii).

     (iv) Pre-Estimate. The parties agree that if Market Quotation applies an
     amount recoverable under this Section 6(e) is a reasonable pre-estimate of
     loss and not a penalty. Such amount is payable for the loss of bargain and
     the loss of protection against future risks and except as otherwise
     provided in this Agreement neither party will be entitled to recover any
     additional damages as a consequence of such losses.

<PAGE>

7. TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8. CONTRACTUAL CURRENCY

(a) PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement will
be made in the relevant currency specified in this Agreement for that payment
(the "Contractual Currency"). To the extent permitted by applicable law, any
obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b) JUDGMENTS. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c) SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d) EVIDENCE OF LOSS. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

<PAGE>

9. MISCELLANEOUS

(a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b) AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c) SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d) REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e) COUNTERPARTS AND CONFIRMATIONS.

     (i) This Agreement (and each amendment, modification and waiver in respect
     of it) may be executed and delivered in counterparts (including by
     facsimile transmission), each of which will be deemed an original.

     (ii) The parties intend that they are legally bound by the terms of each
     Transaction from the moment they agree to those terms (whether orally or
     otherwise). A Confirmation shall be entered into as soon as practicable and
     may be executed and delivered in counterparts (including by facsimile
     transmission) or be created by an exchange of telexes or by an exchange of
     electronic messages on an electronic messaging system, which in each case
     will be sufficient for all purposes to evidence a binding supplement to
     this Agreement. The parties will specify therein or through another
     effective means that any such counterpart, telex or electronic message
     constitutes a Confirmation.

(f) NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g) HEADINGS. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10. OFFICES; MULTIBRANCH PARTIES

(a) If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11. EXPENSES

<PAGE>

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document to
which the Defaulting Party is a party or by reason of the early termination of
any Transaction, including, but not limited to, costs of collection.

12. NOTICES

(a) EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

     (i) if in writing and delivered in person or by courier, on the date it is
     delivered;

     (ii) if sent by telex, on the date the recipient's answerback is received;

     (iii) if sent by facsimile transmission, on the date that transmission is
     received by a responsible employee of the recipient in legible form (it
     being agreed that the burden of proving receipt will be on the sender and
     will not be met by a transmission report generated by the sender's
     facsimile machine);

     (iv) if sent by certified or registered mail (airmail, if overseas) or the
     equivalent (return receipt requested), on the date that mail is delivered
     or its delivery is attempted; or

     (v) if sent by electronic messaging system, on the date that electronic
     message is received,

unless the date of that delivery (or attempted delivery) or that receipt as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b) CHANGE OF ADDRESSES. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to all

13. GOVERNING LAW AND JURISDICTION

(a) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b) JURISDICTION. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably:--

     (i) submits to the jurisdiction of the English courts, if this Agreement is
     expressed to be governed by English law, or to the non-exclusive
     jurisdiction of the courts of the State of New York and the United States
     District Court located in the Borough of Manhattan in New York City, if
     this Agreement is expressed to be governed by the laws of the State of New
     York; and

     (ii) waives any objection which it may have at any time to the laying of
     venue of any Proceedings brought in any such court, waives any claim that
     such Proceedings have been brought in an inconvenient forum and further
     waives the right to object, with respect to such Proceedings, that such
     court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c) SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any

<PAGE>

reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute process
agent acceptable to the other party. The parties irrevocably consent to service
of process given in the manner provided for notices in Section 12. Nothing in
this Agreement will affect the right of either party to serve process in any
other manner permitted by law.

(d) WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14. DEFINITIONS

As used in this Agreement: --

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"Applicable Rate" means: --

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
Rate; and

(d) in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

<PAGE>

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different. in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(c)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have

<PAGE>

been required after that date. For this purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and the Reference Market-maker may, in good faith, agree. The
party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable as of
the same day and time (without regard to different time zones) on or as soon as
reasonably practicable after the relevant Early Termination Date. The day and
time as of which those quotations are to be obtained will be selected in good
faith by the party obliged to make a determination under Section 6(e), and, if
each party is so obliged, after consultation with the other. If more than three
quotations are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values, If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and lowest quotations.
For this purpose, if more than one quotation has the same highest value or
lowest value, then one of such quotations shall be disregarded. If fewer than
three quotations are provided, it will be deemed that the Market Quotation in
respect of such Terminated Transaction or group of Terminated Transactions
cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or
home office.

"Potential Event of Default" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of.-

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

<PAGE>

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction. for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to
(but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. The fair market value of any

<PAGE>

obligation referred to in clause (b) above shall be reasonably determined by the
party obliged to make the determination under Section 6(e) or, if each party is
so obliged, it shall be the average of the Termination Currency Equivalents of
the fair market values reasonably determined by both parties.

<PAGE>

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

BEAR STEARNS FINANCIAL PRODUCTS INC.    LASALLE BANK NATIONAL ASSOCIATION, NOT
(Name of Party)                         IN ITS INDIVIDUAL CAPACITY, BUT SOLELY
                                        AS SECURITIES ADMINISTRATOR ON BEHALF OF
                                        MERRILL LYNCH MORTGAGE INVESTORS TRUST,
                                        SERIES 2007-HE2
                                        (Name of Party)


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

                                    SCHEDULE

                                     TO THE

                                     ISDA(R)

              INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC.
                               a. MASTER AGREEMENT

                           dated as of March 30, 2007

between BEAR STEARNS FINANCIAL PRODUCTS INC., a corporation organized under the
laws of Delaware ("Bear Stearns"), and LASALLE BANK NATIONAL ASSOCIATION, NOT IN
ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SECURITIES ADMINISTRATOR ON BEHALF OF
MERRILL LYNCH MORTGAGE INVESTORS TRUST, SERIES 2007-HE2 a New York common law
trust organized under the laws of the State of New York. ("Counterparty").

Reference is hereby made to the Pooling and Servicing Agreement, dated as of
March 1, 2007, among Merrill Lynch Mortgage Investors, Inc., as depositor
("Depositor"), LaSalle Bank National Association as master servicer and
securities administrator (the "Master Servicer and "Securities Administrator"),
Citibank, N.A., as trustee (the "Trustee), Wilshire Credit Corporation, as
servicer, Option One Mortgage Corporation, as servicer, and Litton Loan
Servicing LP, as servicer (the "Pooling and Servicing Agreement").

Part 1. Termination Provisions.

For purposes of this Agreement:

(a)  "SPECIFIED ENTITY" will not apply to Bear Stearns or Counterparty for any
     purpose.

(b)  "SPECIFIED TRANSACTIONS" will not apply to Bear Stearns or Counterparty for
     any purpose.

(c)  The "FAILURE TO PAY OR DELIVER" provisions of Section 5(a)(i) will apply to
     Bear Stearns and will apply to Counterparty; provided that notwithstanding
     anything to the contrary in Section 5(a)(i) or Paragraph 7 of the Credit
     Support Annex, any failure by Bear Stearns to comply with or perform any
     obligation to be complied with or performed by Bear Stearns under the
     Credit Support Annex shall not constitute an Event of Default under Section
     5(a)(i) unless (A) a Moody's Second Level Downgrade has occurred and been
     continuing for 30 or more Local Business Days and (B) such failure is not
     remedied on or before the third Local Business Day after notice of such
     failure is given to Bear Stearns.

(d)  The "BREACH OF AGREEMENT" provisions of Section 5(a)(ii) will apply to Bear
     Stearns and will not apply to Counterparty.

(e)  The "CREDIT SUPPORT DEFAULT" provisions of Section 5(a)(iii) will apply to
     (x) Bear Stearns; provided that notwithstanding anything to the contrary in
     Section 5(a)(iii)(1), any failure by Bear Stearns to comply with or perform
     any obligation to be complied with or performed by Bear Stearns

<PAGE>

     under the Credit Support Annex shall not constitute an Event of Default
     under Section 5(a)(iii) unless (A) a Moody's Second Level Downgrade has
     occurred and been continuing for 30 or more Local Business Days and (B)
     such failure is not remedied on or before the third Local Business Day
     after notice of such failure is given to Bear Stearns and (y) Counterparty
     solely in respect of Counterparty's obligations under Paragraph 3(b) of the
     Credit Support Annex.

(f)  The "MISREPRESENTATION" provisions of Section 5(a)(iv) will apply to Bear
     Stearns and will not apply to Counterparty.

(g)  The "DEFAULT UNDER SPECIFIED TRANSACTION" provisions of Section 5(a)(v)
     will not apply to Bear Stearns or Counterparty.

(h)  The "CROSS DEFAULT" provisions of Section 5(a)(vi) will apply to Bear
     Stearns and will not apply to Counterparty.

          "SPECIFIED INDEBTEDNESS" will have the meaning specified in Section
          14.

          "THRESHOLD AMOUNT" means USD 100,000,000.

(i)  The "BANKRUPTCY" provisions of Section 5(a)(vii) will apply to Bear Stearns
     and will apply to Counterparty except that the provisions of Section
     5(a)(vii)(2), (6) (to the extent that such provisions refer to any
     appointment contemplated or effected by the Pooling and Servicing Agreement
     or any appointment to which Counterparty has not become subject to), (7)
     and (9) will not apply to Counterparty; provided that, with respect to
     Counterparty only, Section 5(a)(vii)(4) is hereby amended by adding after
     the words "against it" the words "(excluding any proceeding or petition
     instituted or presented by Bear Stearns)", and Section 5(a)(vii)(8) is
     hereby amended by deleting the words "to (7) inclusive" and inserting lieu
     thereof ", (3), (4) as amended, (5) or (6) as amended".

(j)  The "TAX EVENT UPON MERGER" provisions of Section 5(b)(iii) will apply to
     Bear Stearns and will apply to Counterparty; provided that Bear Stearns
     shall not be entitled to designate an Early Termination Date by reason of a
     Tax Event upon Merger in respect of which it is the Affected Party.

(k)  The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not
     apply to Bear Stearns or Counterparty.

(l)  The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not apply
     to Bear Stearns or to Counterparty.

(m)  Payments on Early Termination. For the purpose of Section 6(e) of this
     Agreement:

          (1)  Market Quotation will apply; and

          (2)  the Second Method will apply;

          provided that if Bear Stearns is the Defaulting Party or the sole
          Affected Party, the following provisions will apply:

<PAGE>

               (A) Section 6(e) of this Agreement will be amended by inserting
               on the first line "or is effectively designated" after "If an
               Early Termination Date occurs";

               (B) The definition of Market Quotation in Section 14 shall be
               deleted in its entirety and replaced with the following:

                    "MARKET QUOTATION" means, with respect to one or more
                    Terminated Transactions, and a party making the
                    determination, an amount determined on the basis of Firm
                    Offers from Reference Market-makers that are Eligible
                    Replacements. Each Firm Offer will be (1) for an amount that
                    would be paid to Counterparty (expressed as a negative
                    number) or by Counterparty (expressed as a positive number)
                    in consideration of an agreement between Counterparty and
                    such Reference Market-maker to enter into a Replacement
                    Transaction and (2) made on the basis that Unpaid Amounts in
                    respect of the Terminated Transaction or group of
                    Transactions are to be excluded but, without limitation, any
                    payment or delivery that would, but for the relevant Early
                    Termination Date, have been required (assuming satisfaction
                    of each applicable condition precedent) after that Early
                    Termination Date is to be included. The party making the
                    determination (or its agent) will request each Reference
                    Market-maker to provide its Firm Offer to the extent
                    reasonably practicable as of the same day and time (without
                    regard to different time zones) on or as soon as reasonably
                    practicable after the designation or occurrence of the
                    relevant Early Termination Date. The day and time as of
                    which those Firm Offers are to be obtained will be selected
                    in good faith by the party obliged to make a determination
                    under Section 6(e), and, if each party is so obliged, after
                    consultation with the other. The Market Quotation shall be
                    the Firm Offer actually accepted by Counterparty no later
                    than the Business Day preceding the Early Termination Date.
                    If no Firm Offers are provided by the Business Day preceding
                    the Early Termination Date, it will be deemed that the
                    Market Quotation in respect of such Terminated Transaction
                    or group of Transactions cannot be determined.

               (C) Counterparty shall use best efforts to accept a Firm Offer
               that would determine the Market Quotation. If more than one Firm
               Offer (which, if accepted, would determine the Market Quotation)
               is provided, Counterparty shall accept the Firm Offer (among such
               Firm Offers) which would require either (x) the lowest payment by
               the Counterparty to the Reference Market-maker, to the extent
               Counterparty would be required to make a payment to the Reference
               Market-maker or (y) the highest payment from the Reference
               Market-maker to Counterparty, to the extent the Reference
               Market-maker would be required to make a payment to the
               Counterparty. If only one Firm Offer (which, if accepted, would
               determine the Market Quotation) is provided, Counterparty shall
               accept such Firm Offer.

               (D) Upon the written request by Counterparty to Bear Stearns,
               Bear Stearns shall obtain the Market Quotations on behalf of
               Counterparty.

               (E) If the Settlement Amount is a negative number, Section
               6(e)(i)(3) of this Agreement shall be deleted in its entirety and
               replaced with the following:

                    "(3) Second Method and Market Quotation. If the Second
                    Method and Market Quotation apply, (I) Counterparty shall
                    pay to Bear Stearns an amount equal to the absolute value of
                    the Settlement Amount in respect of

<PAGE>

                    the Terminated Transactions, (II) Counterparty shall pay to
                    Bear Stearns the Termination Currency Equivalent of the
                    Unpaid Amounts owing to Bear Stearns and (III) Bear Stearns
                    shall pay to Counterparty the Termination Currency
                    Equivalent of the Unpaid Amounts owing to Counterparty;
                    provided, however, that (x) the amounts payable under the
                    immediately preceding clauses (II) and (III) shall be
                    subject to netting in accordance with Section 2(c) of this
                    Agreement and (y) notwithstanding any other provision of
                    this Agreement, any amount payable by Bear Stearns under the
                    immediately preceding clause (III) shall not be netted-off
                    against any amount payable by Counterparty under the
                    immediately preceding clause (I)."

(n)  "TERMINATION CURRENCY" means United States Dollars.

(o)  ADDITIONAL TERMINATION EVENTS. Additional Termination Events will apply:

     (i)  If, upon the occurrence of a Swap Disclosure Event (as defined in Part
          5(l)(ii) below) Bear Stearns has not, within ten (10) calendar days
          after such Swap Disclosure Event complied with any of the provisions
          set forth in Part 5 (l) below, then an Additional Termination Event
          shall have occurred with respect to Bear Stearns, Bear Stearns shall
          be the sole Affected Party and all Transactions hereunder shall be
          Affected Transaction.

     (ii) If, without the prior written consent of Bear Stearns where such
          consent is required under the Pooling and Servicing Agreement, an
          amendment or supplemental agreement is made to the Pooling and
          Servicing Agreement which amendment or supplemental agreement could
          reasonably be expected to have a material adverse effect on the
          interests of Bear Stearns under this Agreement, an Additional
          Termination Event shall have occurred with respect to Counterparty,
          Counterparty shall be the sole Affected Party and all Transactions
          hereunder shall be Affected Transaction.

     (iv) (A)  If a S&P First Level Downgrade has occurred and is continuing and
               Bear Stearns fails to take any action described under Part
               (5)(f)(i)(1), within the time period specified therein, then an
               Additional Termination Event shall have occurred with respect to
               Bear Stearns, Bear Stearns shall be the sole Affected Party with
               respect to such Additional Termination Event and all Transactions
               hereunder shall be Affected Transaction.

          (B)  If a S&P Second Level Downgrade has occurred and is continuing
               and Bear Stearns fails to take any action described under Part
               (5)(f)(i)(2) within the time period specified therein, then an
               Additional Termination Event shall have occurred with respect to
               Bear Stearns, Bear Stearns shall be the sole Affected Party with
               respect to such Additional Termination Event and all Transactions
               hereunder shall be Affected Transaction.

          (C)  If (A) a Moody's Second Level Downgrade has not occurred and been
               continuing for 30 or more Local Business Days and (B) Bear
               Stearns has failed to comply with or perform any obligation to be
               complied with or performed by Bear Stearns in accordance with the
               Credit Support Annex, then an Additional Termination Event shall
               have occurred with respect to Bear Stearns and Bear Stearns shall
               be the sole Affected Party with respect to such Additional
               Termination Event.

<PAGE>

          (D)  If (A) a Moody's Second Level Downgrade has occurred and been
               continuing for 30 or more Local Business Days and (B) either (i)
               at least one Eligible Replacement has made a Firm Offer to be the
               transferee or (ii) at least one entity that satisfies the Moody's
               Approved Ratings Threshold has made a Firm Offer to provide an
               Eligible Guaranty in respect of all of Bear Stearns' present and
               future obligations under this Agreement, then an Additional
               Termination Event shall have occurred with respect to Bear
               Stearns, Bear Stearns shall be the sole Affected Party with
               respect to such Additional Termination Event and all Transactions
               hereunder shall be Affected Transaction.

(p)  LIMITATION ON EVENTS OF DEFAULT. Notwithstanding the terms of Sections 5
     and 6 of this Agreement, if at any time and so long as the Counterparty has
     satisfied in full all its payment obligations under Section 2(a)(i) of this
     Agreement and has at the time no future payment obligations, whether
     absolute or contingent, under such Section, then unless Bear Stearns is
     required pursuant to appropriate proceedings to return to the Counterparty
     or otherwise returns to the Counterparty upon demand of the Counterparty
     any portion of any such payment, (a) the occurrence of an event described
     in Section 5(a) of this Agreement with respect to the Counterparty shall
     not constitute an Event of Default or Potential Event of Default with
     respect to the Counterparty as Defaulting Party and (b) Bear Stearns shall
     be entitled to designate an Early Termination Date pursuant to Section 6 of
     this Agreement only as a result of the occurrence of a Termination Event
     set forth in either Section 5(b)(i) or 5(b)(ii) of the ISDA Form Master
     Agreement with respect to Bear Stearns as the Affected Party, or Section
     5(b)(iii) with respect to Bear Stearns as the Burdened Party.

Part 2. Tax Matters.

(a)  Tax Representations.

     (i) Payer Representations. For the purpose of Section 3(e) of this
     Agreement, each of Bear Stearns and the Counterparty will make the
     following representations:

     It is not required by any applicable law, as modified by the practice of
     any relevant governmental revenue authority, of any Relevant Jurisdiction
     to make any deduction or withholding for or on account of any Tax from any
     payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this
     Agreement) to be made by it to the other party under this Agreement. In
     making this representation, it may rely on:

          (1) the accuracy of any representations made by the other party
          pursuant to Section 3(f) of this Agreement;

          (2) the satisfaction of the agreement contained in Sections 4(a)(i)
          and 4(a)(iii) of this Agreement and the accuracy and effectiveness of
          any document provided by the other party pursuant to Sections 4(a)(i)
          and 4(a)(iii) of this Agreement; and

          (3) the satisfaction of the agreement of the other party contained in
          Section 4(d) of this Agreement, provided that it shall not be a breach
          of this representation where reliance is placed on clause (ii) and the
          other party does not deliver a form or document under Section
          4(a)(iii) of this Agreement by reason of material prejudice to its
          legal or commercial position.

<PAGE>

(ii) Payee Representations. For the purpose of Section 3(f) of this Agreement,
each of Bear Stearns and the Counterparty make the following representations.

     The following representation will apply to Bear Stearns:

          Bear Stearns is a corporation organized under the laws of the State of
          Delaware and its U.S. taxpayer identification number is 13-3866307.

     The following representation will apply to the Counterparty:

          LaSalle Bank National Association represents that it is the Securities
          Administrator pursuant to the Pooling and Servicing Agreement

(b)  Tax Provisions.

     Notwithstanding the definition of "Indemnifiable Tax" in Section 14 of this
     Agreement, all Taxes in relation to payments by Bear Stearns shall be
     Indemnifiable Taxes (including any Tax imposed in respect of a Credit
     Support Document) unless (i) such Taxes are assessed directly against
     Counterparty and not by deduction or withholding by Bear Stearns or (ii)
     arise as a result of a Change in Tax Law (in which case such Tax shall be
     an Indemnifiable Tax only if such Tax satisfies the definition of
     Indemnifiable Tax provided in Section 14). In relation to payments by
     Counterparty, no Tax shall be an Indemnifiable Tax.

Part 3. AGREEMENT TO DELIVER DOCUMENTS. For the purpose of Section 4(a) of this
Agreement:

     (i)  Tax forms, documents, or certificates to be delivered are:

<PAGE>

<TABLE>
<CAPTION>
PARTY REQUIRED TO
DELIVER DOCUMENT            FORM/DOCUMENT/CERTIFICATE                 DATE BY WHICH TO BE DELIVERED
-----------------   ----------------------------------------   ------------------------------------------
<S>                 <C>                                        <C>
Bear Stearns        An original properly completed and         (i) upon execution of this Agreement, (ii)
                    executed United States Internal Revenue    on or before the first payment date under
                    Service Form W-9 (or any successor         this Agreement, including any Credit
                    thereto) with respect to any payments      Support Document, (iii) promptly upon the
                    received or to be received by Bear         reasonable demand by Counterparty, (iv)
                    Stearns, that eliminates U.S. federal      prior to the expiration or obsolescence of
                    withholding and backup withholding Tax     any previously delivered form, and (v)
                    on payments to Bear Stearns under this     promptly upon the information on any such
                    Agreement.                                 previously delivered form becoming
                                                               inaccurate or incorrect.

Counterparty        An original properly completed and         (i) on or before the first payment date
                    executed United States Internal Revenue    under this Agreement, including any Credit
                    Service Form W-9 (or any successor         Support Document, (ii) promptly upon the
                    thereto) with respect to any payments      reasonable demand by Bear Stearns, (iii)
                    received or to be received by              prior to the expiration or obsolescence of
                    Counterparty.                              any previously delivered form, and (iv)
                                                               promptly upon the information on any such
                                                               previously delivered form becoming
                                                               inaccurate or incorrect.
</TABLE>

(ii) Other documents to be delivered are:

<TABLE>
<CAPTION>
                                                                                             COVERED BY
PARTY REQUIRED TO                                                   DATE BY WHICH TO         SECTION 3(D)
 DELIVER DOCUMENT          FORM/DOCUMENT/CERTIFICATE                  BE DELIVERED         REPRESENTATION
-----------------   ----------------------------------------   -------------------------   --------------
<S>                 <C>                                        <C>                         <C>
Bear Stearns and    Any documents required by the receiving    Upon the execution and            Yes
the Counterparty    party to evidence the authority of the     delivery of this
                    delivering party or its Credit Support     Agreement and such
                    Provider, if any, for it to execute and    Confirmation
                    deliver this Agreement, any
                    Confirmation, and any Credit Support
                    Documents to which it is a party, and to
                    evidence the authority of the delivering
                    party or its Credit Support Provider to
                    perform its obligations under this
                    Agreement, such Confirmation and/or
                    Credit Support Document, as the
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                             COVERED BY
PARTY REQUIRED TO                                                   DATE BY WHICH TO         SECTION 3(D)
 DELIVER DOCUMENT           FORM/DOCUMENT/CERTIFICATE                 BE DELIVERED         REPRESENTATION
-----------------   ----------------------------------------   -------------------------   --------------
<S>                 <C>                                        <C>                         <C>
                    case may be

Bear Stearns and    A certificate of an authorized officer     Upon the execution and            Yes
the Counterparty    of the party, as to the incumbency and     delivery of this
                    authority of the respective officers of    Agreement and such
                    the party signing this Agreement, any      Confirmation
                    relevant Credit Support Document, or any
                    Confirmation, as the case may be
                                                                                                  No
Bear Stearns and    An opinion of counsel of such party        Upon the execution and
the Counterparty    regarding the enforceability of this       delivery of this
                    Agreement in a form reasonably             Agreement
                    satisfactory to the other party.
                                                                                                  No
Counterparty        An executed copy of the Pooling and        Concurrently with filing
                    Servicing Agreement                        of the Pooling and
                                                               Servicing Agreement with
                                                               the U.S. Securities and
                                                               Exchange Commission
</TABLE>

Part 4 Miscellaneous.

(a)  ADDRESS FOR NOTICES: For the purposes of Section 12(a) of this Agreement:

          Address for notices or communications to Bear Stearns:

               Address:   383 Madison Avenue, New York, New York 10179
               Attention: DPC Manager
               Facsimile: (212) 272-5823

          with a copy to:

               Address:   One Metrotech Center North, Brooklyn, New York 11201
               Attention: Derivative Operations - 7th Floor
               Facsimile: (212) 272-1634

          (For all purposes)

<PAGE>

          Address for notices or communications to the Counterparty:

               Address:   LaSalle Bank National Association
                          135 South LaSalle Street - Suite 1511
                          Chicago, Illinois 60603
               Attention: Global Securities and Trust Services - [_____]
               Facsimile: 312-904-1368
               Phone:     312-992-1816

          with a copy to:

               Address:   Merrill Lynch Mortgage Lending Inc.
                          4 World Financial Center
                          350 Vesey Street
                          New York, New York 10080
               Attention: Alan Chan
               Facsimile: 212-738-1110
               Phone:     212-449-1441

          (For all purposes)

(b)  Account Details and Settlement Information:

     PAYMENTS TO BEAR STEARNS:

          Citibank, N.A., New York
          ABA Number: 021-0000-89, for the account of
          Bear, Stearns Securities Corp.
          Account Number: 0925-3186, for further credit to
          Bear Stearns Financial Products Inc.
          Sub-account Number: 102-04654-1-3
          Attention: Derivatives Department

     PAYMENTS TO COUNTERPARTY:

          LaSalle Bank
          ABA Number: 071000505
          Account Number: 724605.2
          Account Name: MLMI2007-HE2
          FFC: LaSalle CHGO/CTR/BNF:/LaSalle Trust

<PAGE>

(c)  PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:

               Bear Stearns appoints as its
               Process Agent: Not Applicable

               The Counterparty appoints as its
               Process Agent: Not Applicable

(d)  OFFICES. The provisions of Section 10(a) of this Agreement will not apply
     to this Agreement; neither Bear Stearns nor the Counterparty have any
     Offices other than as set forth in the Notices Section.

(e)  MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:

          Bear Stearns is not a Multibranch Party.

          The Counterparty is not a Multibranch Party.

          (f)  CREDIT SUPPORT DOCUMENT.

               Bear Stearns: The Credit Support Annex and any guaranty in
          support of Bear Stearns' obligations under this Agreement.

     Counterparty: The Credit Support Annex.

(g)  CREDIT SUPPORT PROVIDER.

          Bear Stearns: The guarantor under any guaranty in support of Bear
          Stearns' obligations under this Agreement.

          Counterparty: Not Applicable

(h)  GOVERNING LAW. The parties to this Agreement hereby agree that the law of
     the State of New York shall govern their rights and duties in whole,
     without regard to the conflict of law provisions thereof other than New
     York General Obligations Law Sections 5-1401 and 5-1402.

(i)  JURISDICTION. Section 13(b) is hereby amended by: (i) deleting in the
     second line of subparagraph (i) thereof the word "non-", (ii) deleting ";
     and" from the end of subparagraph 1 and inserting "." in lieu thereof, and
     (iii) deleting the final paragraph thereof.

(j)  "AFFILIATE": Bear Stearns and Counterparty shall be deemed not to have any
     Affiliates for purposes of this Agreement, including for purposes of
     Section 6(b)(ii) of this Agreement.

(k)  NETTING OF PAYMENTS. The parties agree that subparagraph (ii) of Section
     2(c) of this Agreement will apply to each Transaction.

Part 5. OTHER PROVISIONS.

(a) Section 3 of this Agreement is hereby amended by adding at the end thereof
the following subsection (g):

<PAGE>

          "(g) Relationship Between Parties.

               Each party represents to the other party on each date when it
               enters into a Transaction that:

          (1)  Nonreliance. (i) It is acting for its own account, (ii) it is not
               relying on any statement or representation of the other party
               regarding the Transaction (whether written or oral), other than
               the representations expressly made in this Agreement or the
               Confirmation in respect of that Transaction and (iii) it has
               consulted with its own legal, regulatory, tax, business,
               investment, financial and accounting advisors to the extent it
               has deemed necessary, (iv) it has made its own investment,
               hedging and trading decisions based upon its own judgment and
               upon any advice from such advisors as it has deemed necessary and
               not upon any view expressed by the other party, (v) it has made
               its own independent decisions to enter into the Transaction and
               as to whether the Transaction is appropriate or proper for it
               based upon its own judgment and upon advice from such advisors as
               it has deemed necessary, (vi) it is not relying on any
               communication (written or oral) of the other party as investment
               advice or as a recommendation to enter into this Transaction; it
               being understood that information and explanations related to the
               terms and conditions of this Transaction shall not be considered
               investment advice or a recommendation to enter into this
               Transaction and (vii) it has not received from the other party
               any assurance or guaranty as to the expected results of this
               Transaction.

          (2)  Evaluation and Understanding.

                    (i)  It has the capacity to evaluate (internally or through
                         independent professional advice) the Transaction and
                         has made its own decision to enter into the
                         Transaction; and

                    (ii) It understands the terms, conditions and risks of the
                         Transaction and is willing and able to accept those
                         terms and conditions and to assume those risks,
                         financially and otherwise.

          (3)  Purpose. It is entering into the Transaction for the purposes of
               managing its borrowings or investments, hedging its underlying
               assets or liabilities or in connection with a line of business.

          (4)  Status of Parties. The other party is not acting as an agent,
               fiduciary or advisor for it in respect of the Transaction.

          (5)  Eligible Contract Participant. It constitutes an "eligible
               contract participant" as such term is defined in Section 1(a)12
               of the Commodity Exchange Act, as amended.

          (6)  Line of Business. It has entered into this Agreement (including
               each Transaction governed hereby) in conjunction with its line of
               business or the financing of its business."

(b) NON-RECOURSE. Notwithstanding any provision herein or in this Agreement to
the contrary, the obligations of Counterparty hereunder are limited recourse
obligations of Counterparty, payable solely from the Corridor Account and the
proceeds thereof, in accordance with the terms of the Pooling and Servicing
Agreement. In the event that the Corridor Account and proceeds thereof should be
insufficient to satisfy all claims outstanding and following the realization of
the Corridor Account and the proceeds thereof, any

<PAGE>

claims against or obligations of Counterparty under this Agreement or any other
confirmation thereunder still outstanding shall be extinguished and thereafter
not revive. The Securities Administrator shall not have liability for any
failure or delay in making a payment hereunder to Bear Stearns due to any
failure or delay in receiving amounts in the Corridor Account from the Trust
created pursuant to the Pooling and Servicing Agreement.

(c) SEVERABILITY. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall be
held to be invalid or unenforceable (in whole or in part) for any reason, the
remaining terms, provisions, covenants, and conditions hereof shall continue in
full force and effect as if this Agreement had been executed with the invalid or
unenforceable portion eliminated, so long as this Agreement as so modified
continues to express, without material change, the original intentions of the
parties as to the subject matter of this Agreement and the deletion of such
portion of this Agreement will not substantially impair the respective benefits
or expectations of the parties.

The parties shall endeavor to engage in good faith negotiations to replace any
invalid or unenforceable term, provision, covenant or condition with a valid or
enforceable term, provision, covenant or condition, the economic effect of which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.

(d) CONSENT TO RECORDING. Each party hereto consents to the monitoring or
recording, at any time and from time to time, by the other party of any and all
communications between officers or employees of the parties, waives any further
notice of such monitoring or recording, and agrees to notify its officers and
employees of such monitoring or recording.

(e) WAIVER OF JURY TRIAL. Each party waives any right it may have to a trial by
jury in respect of any Proceedings relating to this Agreement or any Credit
Support Document.

(f) RATING AGENCY DOWNGRADE.

     (i)  S&P Downgrade:

          (1)  In the event that a S&P First Level Downgrade occurs and is
               continuing, then within 30 days after such rating downgrade, Bear
               Stearns shall, subject to the Rating Agency Condition with
               respect to S&P, at its own expense, either (i) procure a
               Permitted Transfer, (ii) obtain an Eligible Guaranty or (iii)
               post collateral in accordance with the Credit Support Annex.

          (2)  In the event that a S&P Second Level Downgrade occurs and is
               continuing, then within 10 Local Business Days after such rating
               withdrawal or downgrade, Bear Stearns shall, subject to the
               Rating Agency Condition with respect to S&P, at its own expense,
               either (i) procure a Permitted Transfer or (ii) obtain an
               Eligible Guaranty.

     (ii) Moody's Downgrade.

          (1)  In the event that a Moody's Second Level Downgrade occurs and is
               continuing, Bear Stearns shall as soon as reasonably practicable
               thereafter, at its own expense and using commercially reasonable
               efforts, either (i) procure a Permitted Transfer or (ii) obtain
               an Eligible Guaranty.

(g) PAYMENT INSTRUCTIONS. Bear Stearns hereby agrees that, unless notified in
writing by the Swap Administrator of other payment instructions, any and all
amounts payable by Bear Stearns to the Counterparty under this Agreement shall
be paid to the Securities Administrator at the account specified herein.

<PAGE>

(h) AMENDMENT.. No amendment, waiver, supplement or other modification of this
Transaction shall be permitted by either party unless (i) each of S&P and
Moody's have been provided notice of the same and (ii) such amendment, waiver,
supplement, assignment or other modification satisfies the Rating Agency
Condition.

(i) TRANSFER.

     (i) The first paragraph of Section 7 is hereby amended in its entirety as
     follows:

          "Subject to Section 6(b)(ii), Part 5(f) and Part 5(j), neither this
          Agreement nor any interest or obligation in or under this Agreement
          may be transferred (whether by way of security or otherwise) without
          (a) the prior written consent of the other party (which consent shall
          be deemed given by Counterparty if the transfer, novation or
          assignment is to an Eligible Replacement) and (b) satisfaction of the
          Rating Agency Condition with respect to S&P, except that:"

     (ii) If an entity has made a Firm Offer (which remains an offer that will
     become legally binding upon acceptance by Counterparty) to be the
     transferee of a transfer, Counterparty shall, at Bear Stearns' written
     request and at Bear Stearns' expense, take any reasonable steps required to
     be taken by Counterparty to effect such transfer.

(j) TRANSFER TO AVOID TERMINATION EVENT. Section 6(b)(ii) is hereby amended by
(i) deleting the words "or if a Tax Event Upon Merger occurs and the Burdened
Party is the Affected Party," and (ii) deleting the last paragraph thereof and
inserting the following:

     "Notwithstanding anything to the contrary in Section 7 (as amended herein)
     and Part 5(i), any transfer by Bear Stearns under this Section 6(b)(ii)
     shall not require the consent of Counterparty; provided that:

     (i)  the transferee (the "Transferee") is an Eligible Replacement;

     (ii) if the Transferee is domiciled in a different country or political
          subdivision thereof from both Bear Stearns and Counterparty, such
          transfer satisfies the Rating Agency Condition;

     (iii) the Transferee will not, as a result of such transfer, be required on
          the next succeeding Scheduled Payment Date to withhold or deduct on
          account of any Tax (except in respect of default interest) amounts in
          excess of that which Bear Stearns would, on the next succeeding
          Scheduled Payment Date have been required to so withhold or deduct
          unless the Transferee would be required to make additional payments
          pursuant to Section 2(d) (i)(4) corresponding to such excess;

     (iv) a Termination Event or Event of Default does not occur as a result of
          such transfer; and

     (v)  the Transferee confirms in writing that it will accept all of the
          interests and obligations in and under this Agreement which are to be
          transferred to it in accordance with the terms of this provision.

     On and from the effective date of any such transfer to the Transferee, Bear
     Stearns will be fully released from any and all obligations hereunder."

(k) PROCEEDINGS. Bear Stearns shall not institute against or cause any other
person to institute against, or join any other person in instituting against,
the Securities Administrator or the trust created pursuant to the

<PAGE>

Pooling and Servicing Agreement, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any federal or
state bankruptcy, dissolution or similar law, for a period of one year and one
day (or, if longer, the applicable preference period) following indefeasible
payment in full of the Certificates (the "Certificates"). (l) COMPLIANCE WITH
REGULATION AB.

     (i)  Bear Stearns agrees and acknowledges that Merrill Lynch Mortgage
          Investors, Inc. (the "DEPOSITOR") is required under Regulation AB as
          defined under the Pooling and Servicing Agreement, to disclose certain
          financial information regarding Bear Stearns or its group of
          affiliated entities, if applicable, depending on the aggregate
          "significance percentage" of this Agreement and any other derivative
          contracts between Bear Stearns or its group of affiliated entities, if
          applicable, and Counterparty, as calculated from time to time in
          accordance with Item 1115 of Regulation AB.

     (ii) It shall be a swap disclosure event ("SWAP DISCLOSURE EVENT") if, on
          any Business Day after the date hereof, the Depositor requests from
          Bear Stearns the applicable financial information described in Item
          1115 of Regulation AB (such request to be based on a reasonable
          determination by Depositor, in good faith, that such information is
          required under Regulation AB) (the "SWAP FINANCIAL DISCLOSURE").

     (iii) Upon the occurrence of a Swap Disclosure Event, Bear Stearns, within
          10 calendar days, at its own expense, shall (1)(a) either (i) provide
          to Depositor the current Swap Financial Disclosure in an
          EDGAR-compatible format (for example, such information may be provided
          in Microsoft Word(R) or Microsoft Excel(R) format but not in .pdf
          format) or (ii) provide written consent to Depositor to incorporation
          by reference of such current Swap Financial Disclosure that are filed
          with the Securities and Exchange Commission in the reports of the
          Trust filed pursuant to the Exchange Act, (b) if applicable, cause its
          outside accounting firm to provide its consent to filing or
          incorporation by reference of such accounting firm's report relating
          to their audits of such current Swap Financial Disclosure in the
          Exchange Act Reports of the Depositor, and (c) provide to the
          Depositor any updated Swap Financial Disclosure with respect to Bear
          Stearns or any entity that consolidates Bear Stearns within five days
          of the release of any such updated Swap Financial Disclosure; (2)
          secure another entity to replace Bear Stearns as party, by way of
          Permitted Transfer, to this Agreement on terms substantially similar
          to this Agreement, which entity (or a guarantor therefor) meets or
          exceeds the Moody's Approved Ratings Thresholds and S&P Approved
          Ratings Threshold and which satisfies the Rating Agency Condition and
          which entity is able to comply with the requirements of Item 1115 of
          Regulation AB, or (3) obtain a guaranty of Bear Stearns' obligations
          under this Agreement from an affiliate of Bear Stearns that is able to
          comply with the financial information disclosure requirements of Item
          1115 of Regulation AB, and cause such affiliate to provide Swap
          Financial Disclosure and any future Swap Financial Disclosure, such
          that disclosure provided in respect of such affiliate will satisfy any
          disclosure requirements applicable to the Swap Provider.

     (iv) Bear Stearns agrees that, in the event that Bear Stearns provides Swap
          Financial Disclosure to Depositor in accordance with Part 5(l)(iii)(1)
          or causes its affiliate to provide Swap Financial Disclosure to
          Depositor in accordance with clause Part 5(l)(iii)(3), it will
          indemnify and hold harmless Depositor, its respective directors or
          officers and any person controlling Depositor, from and against any
          and all losses, claims, damages and liabilities caused by any untrue
          statement or alleged untrue statement of a material fact contained in
          such Swap Financial Disclosure or caused by any omission or alleged
          omission to state in such Swap Financial Disclosure a material fact
          required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading.

     (v)  If the Depositor and the Securities Administrator reasonably requests,
          Bear Stearns shall provide such other information as may be necessary
          for the Depositor to comply with Item 1115 of Regulation AB.

<PAGE>

     (vi) Each of the Depositor and the Securities Administrator shall be an
          express third party beneficiary of this Agreement as if a party hereto
          to the extent of the Depositor's and the the Securities
          Administrator's rights explicitly specified in this Part 5(l).

(m) SECURITIES ADMINISTRATOR LIABILITY LIMITATIONS. It is expressly understood
and agreed by the parties hereto that:

     (i)  this Agreement is executed and delivered by LaSalle National
          Association ("LaSalle "), not individually or personally but solely as
          Securities Administrator on behalf of Merrill Lynch Mortgage Investors
          Trust, Series 2007-HE2

     (ii) each of the representations, undertakings and agreements herein made
          on the part of the Counterparty is made and intended not as a personal
          representation, undertaking or agreement of LaSalle but is made and
          intended for the purpose of binding only the Counterparty;

     (iii) nothing herein contained shall be construed as imposing any liability
          upon LaSalle, individually or personally, to perform any covenant
          either expressed or implied contained herein, all such liability, if
          any, being expressly waived by the parties hereto and by any Person
          claiming by, through or under the parties hereto; provided that
          nothing in this paragraph shall relieve the Trustee from performing
          its duties and obligations under the Pooling and Servicing Agreement
          in accordance with the standard of care set forth therein;

     (iv) under no circumstances shall the Securities Administrator be
          personally liable for the payment of any indebtedness or expenses of
          the Counterparty or be liable for the breach or failure of any
          obligation, representation, warranty or covenant made or undertaken by
          the Counterparty under this Agreement or any other related documents,
          other than due to its negligence or willful misconduct in performing
          the obligations of the Securities Administrator under the Pooling and
          Servicing Agreement;

     (v)  any resignation or removal of LaSalle as Securities Administrator on
          behalf of the the Trust shall require the assignment of this agreement
          to an eligible replacement;

     (vi) The Securities Administrator has been directed, pursuant to the
          Pooling and Servicing Agreement, to enter into this Agreement and to
          perform its obligations hereunder.

(n) SUBSTANTIAL FINANCIAL TRANSACTION. Each party hereto is hereby advised and
acknowledges that the other party has engaged in (or refrained from engaging in)
substantial financial transactions and has taken (or refrained from taking)
other material actions in reliance upon the entry by the parties into the
Transaction being entered into on the terms and conditions set forth herein and
in the Confirmation relating to such Transaction, as applicable. This paragraph
shall be deemed repeated on the trade date of each Transaction.

(o) SET-OFF. Except as expressly provided for in Section 2(c), Section 6 or Part
1(m)(E) hereof, and notwithstanding any other provision of this Agreement or any
other existing or future agreement, each party irrevocably waives any and all
rights it may have to set off, net, recoup or otherwise withhold or suspend or
condition payment or performance of any obligation between it and the other
party hereunder against any obligation between it and the other party under any
other agreements. Section 6(e) shall be amended by deleting the following
sentence: "The amount, if any, payable in respect of an Early Termination Date
and determined pursuant to this Section will be subject to any Set-off."

(p) COUNTERPARTS. This Agreement may be executed in several counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.

<PAGE>

(q) ADDITIONAL DEFINED TERMS.

     (i)  Capitalized terms used but nor defined herein shall have the meanings
          ascribed to such terms in the Pooling and Servicing Agreement.

     (ii) Additional Definitions:

          "ELIGIBLE GUARANTY" means an unconditional and irrevocable guaranty of
all present and future payment obligations and obligations to post collateral of
Bear Stearns or an Eligible Replacement to Counterparty under this Agreement
that is provided by an Eligible Guarantor as principal debtor rather than surety
and that is directly enforceable by Counterparty, the form and substance of
which guaranty are subject to the Rating Agency Condition with respect to S&P.

          "ELIGIBLE GUARANTOR" means an entity that has credit ratings at least
equal to the Moody's Required Ratings Threshold and S&P Approved Ratings
Threshold.

          "ELIGIBLE REPLACEMENT" means an entity that either (i) satisfies the
S&P Approved Ratings Threshold and the Moody's Required Ratings Threshold or
(ii) provides an Eligible Guaranty from an Eligible Guarantor.

     "FIRM OFFER" means an offer which, when made, is capable of becoming
     legally binding upon acceptance.

          "MOODY'S" means Moody's Investors Service, Inc., or any successor.

          "MOODY'S APPROVED RATINGS THRESHOLD" means, with respect to (i) Bear
Stearns, a Moody's counterparty rating of "A1" or above and (ii) with respect to
any other entity (or its guarantor), (x) if such entity has both a long-term
unsecured and unsubordinated debt rating or counterparty rating from Moody's and
a short-term unsecured and unsubordinated debt rating from Moody's, a long-term
unsecured

<PAGE>

and unsubordinated debt rating or counterparty rating from Moody's of "A2" or
above and a short-term unsecured and unsubordinated debt rating from Moody's of
"Prime-1" or above, or (y) if such entity has only a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody's, a long-term
unsecured and unsubordinated debt rating or counterparty rating from Moody's of
"A1" or above.

     "MOODY'S FIRST LEVEL DOWNGRADE" means that no Relevant Entity satisfies the
     Moody's Approved Rating Threshold.

          "MOODY'S REQUIRED RATINGS THRESHOLD" means, with respect to (i) Bear
Stearns, a counterparty rating of "A3" or above and (ii) with respect to any
other entity (or its guarantor), (x) if such entity has both a long-term
unsecured and unsubordinated debt rating or counterparty rating from Moody's and
a short-term unsecured and unsubordinated debt rating from Moody's, a long-term
unsecured and unsubordinated debt rating or counterparty rating from Moody's of
"A3" or above or a short-term unsecured and unsubordinated debt rating from
Moody's of "Prime-2" or above, or (y) if such entity has only a long-term
unsecured and unsubordinated debt rating or counterparty rating from Moody's, a
long-term unsecured and unsubordinated debt rating or counterparty rating from
Moody's of "A3" or above.

     "MOODY'S SECOND LEVEL DOWNGRADE" means that no Relevant Entity satisfies
     the Moody's Required Ratings Threshold.

     "PERMITTED TRANSFER" means a transfer by novation by Bear Stearns to an
     entity (the "TRANSFEREE") of all, but not less than all, of Bear Stearns'
     rights, liabilities, duties and obligations under this Agreement, with
     respect to which transfer each of the following conditions is satisfied:
     (a) the Transferee is an Eligible Replacement that is a recognized dealer
     in interest rate swaps organized under the laws of the United States of
     America or a jurisdiction located in the United States of America (or
     another jurisdiction reasonably acceptable to Counterparty), (b) an Event
     of Default or Termination Event would not occur as a result of such
     transfer, (c) pursuant to a written instrument (the "TRANSFER AGREEMENT"),
     the Transferee acquires and assumes all rights and obligations of Bear
     Stearns under the Agreement and the relevant Transaction, (d) Bear Stearns
     will be responsible for any costs or expenses incurred in connection with
     such transfer (including any replacement cost of entering into a
     replacement transaction); (e) either (A) Moody's has been given prior
     written notice of such transfer and the Rating Agency Condition is
     satisfied with respect to S&P or (B) each Rating Agency has been given
     prior written notice of such transfer and such transfer is in connection
     with the assignment and assumption of this Agreement without modification
     of its terms, other than party names, dates relevant to the effective date
     of such transfer, tax representations and any other representations
     regarding the status of the substitute counterparty, notice information and
     account details and other similar provisions; and (f) such transfer
     otherwise complies with the terms of the Pooling and Servicing Agreement.

     "RATING AGENCY" means each of Moody's and S&P.

<PAGE>

     "RATING AGENCY CONDITION" means, with respect to any particular proposed
     act or omission to act hereunder that the party acting or failing to act
     must consult with each Rating Agency then providing a rating of the
     Certificates and receive from each such Rating Agency a prior written
     confirmation that the proposed action or inaction would not cause a
     downgrade or withdrawal of its then-current rating of the Certificates.

     "RELEVANT ENTITY" means Bear Stearns and any Eligible Guarantor under an
     Eligible Guaranty with respect to Bear Stearns.

          "REPLACEMENT TRANSACTION" means, with respect to any Terminated
Transaction or group of Terminated Transactions, a transaction or group of
transactions that (i) would have the effect of preserving for Counterparty the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in respect
of such Terminated Transaction or group of Terminated Transactions that would,
but for the occurrence of the relevant Early Termination Date, have been
required after that Date, and (ii) has terms which are substantially the same as
this Agreement, including, without limitation, rating triggers, Regulation AB
compliance, and credit support documentation, as determined by Counterparty in
its sole discretion, acting in a commercially reasonable manner.

     "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies,
     Inc.

     "S&P APPROVED RATINGS THRESHOLD" means with respect to (i) Bear Stearns, a
     counterparty rating of "A+" or above and (ii) with respect to any other
     entity (or its guarantor), a short-term unsecured and unsubordinated debt
     rating from S&P of "A-1" or above, or, if such entity does not have a
     short-term unsecured and unsubordinated debt rating from S&P, a long-term
     unsecured and unsubordinated debt rating from S&P of "A+ or above.

     "S&P FIRST LEVEL DOWNGRADE" means that no Relevant Entity satisfies the S&P
     Approved Rating Threshold.

     "S&P REQUIRED RATINGS THRESHOLD" means with respect to (i) Bear Stearns, a
     counterparty rating of "BBB" or above and (ii) with respect to any other
     entity (or its guarantor), a long-term unsecured and unsubordinated debt
     rating from S&P of "BBB-" or above.

     "S&P SECOND LEVEL DOWNGRADE" means that no Relevant Entity satisfies the
     S&P Required Rating Thresholds.

(r) AGENT FOR COUNTERPARTY. Bear Stearns acknowledges that Counterparty has
appointed the Securities Administrator as its agent under Pooling and Servicing
Agreement to carry out certain functions on behalf of Counterparty, and that the
Securities Administrator shall be entitled to give notices and to perform and
satisfy the obligations of Counterparty hereunder on behalf of Counterparty.

<PAGE>

(s) RATING AGENCY NOTIFICATIONS. Except as otherwise provided herein, no Early
Termination Date shall be effectively designated hereunder shall be made by
either party unless each Rating Agency has been given prior written notice of
such designation.

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Schedule by their duly
authorized officers as of the date hereof.

                                        BEAR STEARNS FINANCIAL PRODUCTS INC.


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


                                        LASALLE BANK NATIONAL ASSOCIATION, NOT
                                        IN ITS INDIVIDUAL CAPACITY, BUT SOLELY
                                        AS SECURITIES ADMINISTRATOR ON BEHALF OF
                                        MERRILL LYNCH MORTGAGE INVESTORS TRUST,
                                        SERIES 2007-HE2


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

II. UNILATERAL CSA SCHEDULE(5)

Pledgor: BEAR STEARNS FINANCIAL PRODUCTS INC. (the "Pledgor")

Secured Party: LASALLE BANK NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL
CAPACITY, BUT SOLELY AS SECURITIES ADMINISTRATOR ON BEHALF OF MERRILL LYNCH
MORTGAGE INVESTORS TRUST, SERIES 2007-HE2 (the "Secured Party")

PARAGRAPH 13. ELECTIONS AND VARIABLES

(a)  SECURITY INTEREST FOR "OBLIGATIONS". The term "Obligations" as used in this
     Annex includes no "additional obligations" within the meaning of Paragraph
     12.

(b)  CREDIT SUPPORT OBLIGATIONS.

     (i)  DELIVERY AMOUNT, RETURN AMOUNT AND CREDIT SUPPORT AMOUNT.

          (1) DELIVERY AMOUNT. Paragraph 3(a) shall be amended by replacing the
          words "upon a demand made by the Secured Party on or promptly
          following a Valuation Date" with the words "on each Valuation Date".
          The "DELIVERY AMOUNT" with respect to Pledgor for any Valuation Date
          shall equal the greatest of:

               (A) the amount by which the S&P Collateral Amount exceeds the S&P
               Value on such Valuation Date of all Posted Credit Support held by
               the Secured Party;

               (B) the amount by which the Moody's First Level Collateral Amount
               exceeds the Moody's First Level Value on such Valuation Date of
               all Posted Credit Support held by the Secured Party.

               (C) the amount by which the Moody's Second Level Collateral
               Amount exceeds the Moody's Second Level Value on such Valuation
               Date of all Posted Credit Support held by the Secured Party.

          (2) "RETURN AMOUNT" applicable to Secured Party for any Valuation Date
          shall equal the least of:

               (A) the amount by which the S&P Value on such Valuation Date of
               all Posted Credit Support held by the Secured Party exceeds the
               S&P Collateral Amount;

               (B) the amount by which the Moody's First Level Value on such
               Valuation Date of all Posted Credit Support held by the Secured
               Party exceeds the Moody's First Level Collateral Amount.

----------
(5)  If currency hedge, update Moody's Collateral Amounts and Valuation
     Percentages

       Copyright (C) 1992 by International Swap Dealers Association, Inc.

<PAGE>

               (C) the amount by which the Moody's Second Level Value on such
               Valuation Date of all Posted Credit Support held by the Secured
               Party exceeds the Moody's Second Level Collateral Amount.

          (3) "CREDIT SUPPORT AMOUNT" shall be deleted in its entirety.

     (ii) ELIGIBLE COLLATERAL. The items set forth on the Collateral Schedule
          attached as Schedule A hereto will qualify as "ELIGIBLE COLLATERAL"
          for the party specified.

     (iii) OTHER ELIGIBLE SUPPORT. None

     (iv) THRESHOLDS.

          (E)  "INDEPENDENT AMOUNT" means:
               Pledgor: Not applicable.
               Secured Party: Not applicable.

          (F)  "THRESHOLD" means:
               Pledgor: Not applicable.
               Secured Party: Not applicable.

          (G)  "MINIMUM TRANSFER AMOUNT" means USD100,000; provided, that if the
               aggregate Certificate Principal Balance of the Certificates rated
               by S&P is less than USD 50,000,000, the "Minimum Transfer Amount"
               shall mean USD 50,000.

          (H)  ROUNDING. The Delivery Amount will be rounded up and the Return
               Amount will be rounded down to the nearest integral multiple of
               USD 10,000.

(c)  VALUATION AND TIMING.

(i)  "VALUATION AGENT" means Pledgor.

(ii) "VALUATION DATE" means each Local Business Day(6).

(iii) "VALUATION TIME" means the close of business on the Local Business Day in
     the city where the Valuation Agent is located immediately preceding the
     Valuation Date or date of calculation, as applicable; provided that the
     calculations of Value and Exposure will be made as of approximately the
     same time on the same date.

(iv) "NOTIFICATION TIME" means 11:00 A.M. (New York time).

(v)  TRANSFER TIMING AND CALCULATIONS. Paragraphs 4(b) and 4(c) are hereby
     amended and restated in entirety as set forth below.

               "(b) TRANSFER TIMING. Subject to Paragraphs 4(a) and 5 and unless
               otherwise specified, if a demand for the Transfer of Eligible
               Credit Support or Posted Credit Support is made by the
               Notification Time, then the relevant Transfer will be made not
               later than the close of business on the Valuation Date; if a
               demand is

----------
(6)  If not daily valuations, changes are required in the collateral amounts and
     valuation percentages


                                      M3-2

<PAGE>

               made after the Notification Time, then the relevant Transfer will
               be made not later than the close of business on the next Local
               Business Day thereafter.

               (c) CALCULATIONS. All calculations of Value and Exposure for
               purposes of Paragraphs 3 and 6(d) will be made by the Valuation
               Agent as of the Valuation Time. The Valuation Agent will notify
               each party (or the other party, if the Valuation Agent is a
               party) of its calculations not later than the Notification Time
               on the applicable Valuation Date (or in the case of Paragraph
               6(d), the Local Business Day following the day on which such
               relevant calculations are performed)."

(E)  CONDITIONS PRECEDENT. There shall be no "Specified Condition" with respect
     to either party for purposes of this Annex.

(e)  SUBSTITUTION

     (i)  "SUBSTITUTION DATE" means (A) the Local Business Day on which the
          Secured Party receives the Substitute Credit Support, if notice of
          substitution is received by the Notification Time on such date, and
          (B) the Local Business Day following the date on which the Secured
          Party receives the Substitute Credit Support, if notice of
          substitution is received after the Notification Time.

     (ii) CONSENT OF SECURED PARTY FOR SUBSTITUTION. Inapplicable.

     (iii) AMENDMENT OF PARAGRAPH 4(D)(II). Paragraph 4(d)(ii) is amended and
          restated in its entirety as set forth below:

               "(ii) subject to Paragraph 4(a) of this Annex, the Secured Party
               will Transfer the items of Posted Credit Support specified by the
               Pledgor in its notice not later than the close of business on the
               Substitution Date, provided, however, that if the Secured Party
               shall not have received the Substitute Credit Support prior to
               1:00 P.M. (New York time) on the Substitution Date, then the
               Secured Party shall Transfer the applicable items of Posted
               Credit Support not later than the close of business on the Local
               Business Day immediately following the day on which the Secured
               Party receives the Substitute Credit Support. Notwithstanding the
               foregoing, the Secured Party will only be obligated to Transfer
               Posted Credit Support with a Value as of the Substitution Date
               equal to the Value of the Substitute Credit Support delivered by
               the Pledgor in exchange therefor."

(f)  DISPUTE RESOLUTION.

(i)  "RESOLUTION TIME" means 12:00 noon, New York time, on the Local Business
     Day for both parties following the date the Disputing Party gives notice of
     a dispute pursuant to Paragraph 5.

(ii) VALUE. For the purpose of Paragraphs 5(i)(C) and 5(ii), disputes over the
     Value of Posted Credit Support will be resolved by the Valuation Agent
     seeking bid-side quotations as of the relevant Recalculation Date or date
     of Transfer, as applicable, from three parties that regularly act as
     dealers in the securities in question. The Value will be the arithmetic
     mean of the quotations obtained by the Valuation Agent, multiplied by the
     applicable Valuation Percentage, if any. If no quotations are available for
     a particular security, then the Valuation


                                      M3-3

<PAGE>

     Agent's original calculation of Value thereof will be used for that
     security.

(iii) ALTERNATIVE. Subject to item (iv) below, the provisions of Paragraph 5
     will apply.

(iv) MODIFICATION OF PARAGRAPH 5. The introductory paragraph of Paragraph 5
     shall be amended and restated to read in its entirety as follows:

               "If a party (a 'Disputing Party') disputes (I) the Valuation
               Agent's calculation of a Delivery Amount or a Return Amount or
               (II) the Value of any Transfer of Eligible Credit Support or
               Posted Credit Support, then:

               (A) the Disputing Party will (x) notify the other party and, if
               applicable, the Valuation Agent of the amount it is disputing,
               (y) indicate what it believes the correct amount to be and (z)
               provide a statement showing, in reasonable detail, how it arrived
               at such amount and the appropriate party will deliver the
               undisputed amount to the other party not later than (i) (a) the
               close of business on the Valuation Date, if the demand made under
               Paragraph 3 in the case of (I) above is made by the Notification
               Time, or (b) the close of business of the Local Business Day
               following the date on which the demand is made under Paragraph 3
               in the case of (I) above, if such demand is made after the
               Notification Time, or (ii) the close of business of the date of
               Transfer, in the case of (II) above;

               (B) the parties will consult with each other and provide such
               information as the other party shall reasonably request in an
               attempt to resolve the dispute; and

               (C) if they fail to resolve the dispute by the Resolution Time,
               then:"

(g)  HOLDING AND USING POSTED COLLATERAL.

(i)  ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS.

          (1) The Secured Party and its Custodian (if any) will be entitled to
          hold Posted Collateral pursuant to Paragraph 6(b), provided that the
          following conditions applicable to it are satisfied:

               (A) it is not a Defaulting Party;

               (B) Posted Collateral consisting of Cash or certificated
               securities that cannot be paid or delivered by book-entry may be
               held only in any state of the United States which has adopted the
               Uniform Commercial Code;

               (C) the short-term rating of any Custodian shall be at least
               "A-1" by S&P

          (2) There shall be no Custodian for Pledgor.

(ii) USE OF POSTED COLLATERAL. The provisions of Paragraph 6(c) will not apply
     to Secured Party and Secured Party will not have any right to use the
     Posted Collateral or take any action specified in Paragraph 6(c).


                                      M3-4

<PAGE>

(h)  DISTRIBUTIONS AND INTEREST AMOUNT.

     (i)  INTEREST RATE. The "INTEREST RATE" will be the "Federal Funds
          (Effective)" rate as such rate is displayed on Telerate page 118 for
          such day under the caption "Effective".

     (ii) AMENDMENT OF PARAGRAPH 6(D)(I) - DISTRIBUTIONS. Clause (d)(i) of
          Paragraph 6 shall be amended and restated to read in its entirety as
          follows:

     1.   "(I) DISTRIBUTIONS. SUBJECT TO PARAGRAPH 4(A), IF PARTY B RECEIVES
          DISTRIBUTIONS ON A LOCAL BUSINESS DAY, IT WILL TRANSFER TO PARTY A NOT
          LATER THAN THE FOLLOWING LOCAL BUSINESS DAY ANY DISTRIBUTIONS IT
          RECEIVES TO THE EXTENT THAT A DELIVERY AMOUNT WOULD NOT BE CREATED OR
          INCREASED BY THAT TRANSFER, AS CALCULATED BY THE VALUATION AGENT (AND
          THE DATE OF CALCULATION WILL BE DEEMED TO BE A VALUATION DATE FOR THIS
          PURPOSE). "

     (iii) AMENDMENT OF PARAGRAPH 6(D)(II) - INTEREST AMOUNT. Clause (d)(ii) of
          Paragraph 6 shall be amended and restated to read in its entirety as
          follows:

          "(ii) INTEREST AMOUNT. In lieu of any interest, dividends or other
          amounts paid with respect to Posted Collateral in the form of Cash
          (all of which may be retained by the Secured Party), the Secured Party
          will Transfer to the Pledgor on the 20th day of each calendar month
          (or if such day is not a Local Business Day, the next Local Business
          Day) the Interest Amount. Any Interest Amount or portion thereof not
          Transferred pursuant to this Paragraph will constitute Posted
          Collateral in the form of Cash and will be subject to the security
          interest granted under Paragraph 2. For purposes of calculating the
          Interest Amount the amount of interest calculated for each day of the
          interest period shall be compounded monthly." Secured Party shall not
          be obligated to transfer any Interest Amount unless and until it has
          received such amount.

(i)  DEMANDS AND NOTICES.

     All demands, specifications and notices under this Annex will be made
     pursuant to the Notices Section of this Agreement.

(j)  ADDRESSES FOR TRANSFERS.

     Pledgor: To be provided in writing by Pledgor to Secured Party.

     Secured Party: LaSalle Bank Nnational Association
                    135 South LaSalle Street - Suite 1511
                    Chicago, Illinois 60603
                    Attention: Global Securities and Trust Services -
                               MLMI 2007-HE2
                    Fax No. 312-904 1368
                    Phone No. 312-992-1816

(k)  OTHER PROVISION(S).

     (i) AMENDMENT OF PARAGRAPH 7 - EVENTS OF DEFAULT. Clause (iii) of Paragraph
     7 shall not apply to Secured Party.


                                      M3-5

<PAGE>

(ii) NON-RELIANCE. Notwithstanding the obligations of the Secured Party under
     Paragraph 6(a), and without limiting the generality of the final sentence
     of Paragraph 6(a), each party, as Pledgor, acknowledges that it has the
     means to monitor all matters relating to all valuations, payments, defaults
     and rights with respect to Posted Collateral without the need to rely on
     the other party, in its capacity as Secured Party, and that, given the
     provisions of this Annex on substitution, responsibility for the
     preservation of the rights of the Pledgor with respect to all such matters
     is reasonably allocated hereby to the Pledgor.

(x)  AGREEMENT AS TO SINGLE SECURED PARTY AND PLEDGOR. Each of Pledgor and
     Secured Party agree that, notwithstanding anything to the contrary in the
     recital to this Annex, Paragraph 1(b) or Paragraph 2 or the definitions in
     Paragraph 12, (a) the term "Secured Party" as used in this Annex means only
     Secured Party, (b) the term "Pledgor" as used in this Annex means only
     Pledgor, (c) only Pledgor makes the pledge and grant in Paragraph 2, the
     acknowledgement in the final sentence of Paragraph 8(a) and the
     representations in Paragraph 9 and (d) only Pledgor will be required to
     make Transfers of Eligible Credit Support hereunder.

(xi) TRUSTEE. The Trustee is hereby authorized to (i) make demands on behalf of
     the Secured Party pursuant to Paragraph 3 hereunder and (ii) provide notice
     on behalf of the Secured Party pursuant to Paragraph 7 hereunder.

(xii) COLLATERAL ACCOUNT. Secured Party shall at all times maintain all Posted
     Collateral in a segregated trust account.

(xiii) EXTERNAL CALCULATIONS. At any time at which Pledgor (or, to the extent
     applicable, its Credit Support Provider) does not have a long-term
     unsubordinated and unsecured debt rating of at least "BBB+" from S&P, the
     Valuation Agent shall (at its own expense) obtain external calculations of
     the Secured Party's Exposure from at least two Reference Market-makers on
     the last Local Business Day of each calendar month. Any determination of
     the S&P Collateral Amount shall be based on the greatest of the Secured
     Party's Exposure determined by the Valuation Agent and such Reference
     Market-makers. Such external calculation may not be obtained from the same
     Reference Market-maker more than four times in any 12-month period.

(xiv) NOTICE TO S&P. At any time at which Pledgor (or, to the extent applicable,
     its Credit Support Provider) does not have a long-term unsubordinated and
     unsecured debt rating of at least "BBB+" from S&P, the Valuation Agent
     shall provide to S&P not later than the Notification Time on the Local
     Business Day following each Valuation Date its calculations of the Secured
     Party's Exposure and the Value of any Eligible Credit Support or Posted
     Credit Support for that Valuation Date. The Valuation Agent shall also
     provide to S&P any external marks of the Secured Party's Exposure.

(xv) EXPENSES. Pledgor shall be responsible for all reasonable costs and
     expenses incurred by Secured Party in connection with the Transfer of any
     Eligible Collateral under this Annex.

(xvi) ADDITIONAL DEFINED TERMS.

     "DV01" means, with respect to a Transaction and any date of determination,
     the sum of the estimated change in the Secured Party's Exposure with
     respect to such Transaction that would result from a one basis point change
     in the relevant swap curve on such date, as determined by the Valuation
     Agent in good faith and in a commercially reasonable manner.


                                      M3-6

<PAGE>

     The Valuation Agent shall, upon request of Secured Party, provide to
     Secured Party a statement showing in reasonable detail such calculation.

     "MOODY'S FIRST LEVEL ADDITIONAL COLLATERALIZED AMOUNT" means, with respect
     to any Transaction, the lesser of (x) the product of 15 and DV01 for such
     Transaction and such Valuation Date and (y) the product of 2% and the
     Notional Amount for such Transaction for the Calculation Period which
     includes such Valuation Date.

     "MOODY'S FIRST LEVEL COLLATERAL AMOUNT" means, (A) for any Valuation Date
     on which (I) a Moody's First Level Downgrade has occurred and has been
     continuing (x) for at least 30 Local Business Days or (y) since this Annex
     was executed and (II) it is not the case that a Moody's Second Level
     Downgrade has occurred and been continuing for at least 30 Local Business
     Days, an amount equal to the greater of (a) zero and (b) the sum of the
     Secured Party's aggregate Exposure for all Transactions and the aggregate
     of Moody's First Level Additional Collateralized Amounts for each
     Transaction and (B)for any other Valuation Date, zero.

     "MOODY'S FIRST LEVEL VALUE" means, for any date that the Moody's First
     Level Collateral Amount is determined and the Value of any Eligible
     Collateral or Posted Collateral that is a security, the bid price for such
     security obtained by the Valuation Agent multiplied by the Moody's First
     Level Valuation Percentage for such security set forth on Schedule A
     hereto.

     "MOODY'S SECOND LEVEL ADDITIONAL COLLATERALIZED AMOUNT" means, with respect
     to any Transaction,

          (1) if such Transaction is not a Transaction-Specific Hedge, the
          lesser of (i) the product of the 50 and DV01 for such Transaction and
          such Valuation Date and (ii) the product of 8% and the Notional Amount
          for such Transaction for the Calculation Period (as defined in the
          related Transaction) which includes such Valuation Date; or

          (2) if such Transaction is a Transaction-Specific Hedge, the lesser of
          (i) the product of the 65 and DV01 for such Transaction and such
          Valuation Date and (ii) the product of 10% and the Notional Amount for
          such Transaction for the Calculation Period (as defined in the related
          Transaction) which includes such Valuation Date.

     "MOODY'S SECOND LEVEL COLLATERAL AMOUNT" means, (A) for any Valuation Date
     on which it is the case that a Moody's Second Level Downgrade has occurred
     and been continuing for at least 30 Local Business Days, an amount equal to
     the greatest of (a) zero, (b) the aggregate amount of the Next Payments for
     all Next Payment Dates and (c) the sum of the Secured Party's aggregate
     Exposure and the aggregate of Moody's Second Level Additional
     Collateralized Amounts for each Transaction and (B) for any other Valuation
     Date, zero.

     "MOODY'S SECOND LEVEL VALUE" means, for any date that the Moody's Second
     Level Collateral Amount is determined and the Value of any Eligible
     Collateral or Posted Collateral that is a security, the bid price for such
     security obtained by the Valuation Agent multiplied by the Moody's Second
     Level Valuation Percentage for such security set forth on Schedule A
     hereto.

     "NEXT PAYMENT" means, in respect of each Next Payment Date, the greater of
     (i) the amount of any payments due to be made by the Pledgor pursuant to
     Section 2(a) on such Next Payment Date less any payments due to be made by
     the Secured Party under Section 2(a) on


                                      M3-7

<PAGE>

     such Next Payment Date (in each case, after giving effect to any applicable
     netting under Section 2(c)) and (ii) zero.

     "NEXT PAYMENT DATE" means the next scheduled payment date under any
     Transaction.

     "REMAINING WEIGHTED AVERAGE MATURITY" means, with respect to a Transaction,
     the expected weighted average maturity for such Transaction as determined
     by the Valuation Agent.

     "S&P COLLATERAL AMOUNT" means, (A) for any Valuation Date on which a S&P
     First Level Downgrade has occurred and been continuing for at least 30 days
     or on which a S&P Second Level Downgrade has occurred and is continuing, an
     amount equal to the sum of (1) 100.0% of the Secured Party's Exposure for
     such Valuation Date and (2) the product of the Volatility Buffer for each
     Transaction and the Notional Amount of such Transaction for the Calculation
     Period (as defined in the related Transaction) of such Transaction which
     includes such Valuation Date, or (B) for any other Valuation Date, zero.

     "S&P VALUE" means, for any date that the S&P Collateral Amount is
     determined and the Value of any Eligible Collateral or Posted Collateral
     that is a security, the bid price for such security obtained by the
     Valuation Agent multiplied by the S&P Valuation Percentage for such
     security set forth on Schedule A hereto.

     "TRANSACTION-SPECIFIC HEDGE" means any Transaction that is a cap, floor or
     swaption or a Transaction in respect of which (x) the notional amount of
     the interest rate swap is "balance guaranteed" or (y) the notional amount
     of the interest rate swap for any Calculation Period otherwise is not a
     specific dollar amount that is fixed at the inception of the Transaction.

     "VOLATILITY BUFFER" means, for any Transaction, the related percentage set
     forth in the following table:

<TABLE>
<CAPTION>
The higher of the S&P short-term
credit rating of (i) Pledgor and      Remaining Weighted   Remaining Weighted   Remaining Weighted   Remaining Weighted
(ii) the Credit Support Provider of    Average Maturity     Average Maturity     Average Maturity     Average Maturity
Pledgor, if applicable                   up to 3 years        up to 5 years       up to 10 years       up to 30 years
-----------------------------------   ------------------   ------------------   ------------------   ------------------
<S>                                   <C>                  <C>                  <C>                  <C>
"A-2" or higher                              2.75%                3.25%               4.00%                4.75%
"A-3"                                        3.25%                4.00%               5.00%                6.25%
"BB+" or lower                               3.50%                4.50%               6.75%                7.50%
</TABLE>


                                      M3-8

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Annex on the respective dates
specified below with effect from the date specified on the first page of this
document.

BEAR STEARNS FINANCIAL PRODUCTS INC.    LASALLE BANK NATIONAL ASSOCIATION, NOT
                                        IN ITS INDIVIDUAL CAPACITY, BUT SOLELY
                                        AS SECURITIES ADMINISTRATOR ON BEHALF OF
                                        MERRILL LYNCH MORTGAGE INVESTORS TRUST,
                                        SERIES 2007-HE2


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


                                      M3-9

<PAGE>

                                                                      SCHEDULE A

                               COLLATERAL SCHEDULE

THE MOODY'S FIRST LEVEL VALUATION PERCENTAGES SHALL BE USED IN DETERMINING THE
MOODY'S FIRST LEVEL COLLATERAL AMOUNT.

THE MOODY'S SECOND LEVEL VALUATION PERCENTAGES SHALL BE USED IN DETERMINING THE
MOODY'S SECOND LEVEL COLLATERAL AMOUNT.

THE S&P VALUATION PERCENTAGES SHALL BE USED IN DETERMINING THE S&P COLLATERAL
AMOUNT.

<TABLE>
<CAPTION>
ISDA COLLATERAL ASSET DEFINITION       REMAINING      MOODY'S FIRST LEVEL   MOODY'S SECOND LEVEL             S&P
           (ICAD) CODE                 MATURITY      VALUATION PERCENTAGE   VALUATION PERCENTAGE     VALUATION PERCENTAGE
--------------------------------    --------------   --------------------   --------------------   -----------------------
<S>                                 <C>              <C>                    <C>                    <C>
             US-CASH                     N/A                 100%                    100%                    100%
             EU-CASH                     N/A                  98%                    94%                    92.5%
             GB-CASH                     N/A                  98%                    95%                    94.1%

            US-TBILL                   < 1 Year              100%                    100%                   98.9%
            US-TNOTE                 1 to 2 years            100%                    99%                    98.0%
            US-TBOND                 2 to 3 years            100%                    98%                    97.4%
          (fixed rate)               3 to 5 years            100%                    97%                    95.5%
                                     5 to 7 years            100%                    96%                    93.7%
                                    7 to 10 years            100%                    94%                    92.5%
                                    10 to 20 years           100%                    90%                    91.1%
                                      > 20 years             100%                    88%                    88.6%

            US-TBILL                All Maturities           100%                    99%           Not Eligible Collateral
            US-TNOTE
            US-TBOND
         (floating rate)

          GA-US-AGENCY                 < 1 Year              100%                    99%                    98.5%
          (fixed rate)               1 to 2 years            100%                    99%                    97.7%
                                     2 to 3 years            100%                    98%                    97.3%
                                     3 to 5 years            100%                    96%                    94.5%
                                     5 to 7 years            100%                    93%                    93.1%
                                    7 to 10 years            100%                    93%                    90.7%
                                    10 to 20 years           100%                    89%                    87.7%
                                      > 20 years             100%                    87%                    84.4%

          GA-US-AGENCY              All Maturities           100%                    98%           Not Eligible Collateral
         (floating rate)

                                                      Rated Aa3 or better    Rated Aa3 or better     Rated AAA or better
                                                          by Moody's              by Moody's                by S&P
   GA-EUROZONE-GOV (other than         < 1 Year               98%                    94%                    98.8%
      EU-CASH) (fixed rate)          1 to 2 years             98%                    93%                    97.9%
                                     2 to 3 years             98%                    92%                    97.1%
                                     3 to 5 years             98%                    90%                    91.2%
                                     5 to 7 years             98%                    89%                    87.5%
                                    7 to 10 years             98%                    88%                    83.8%
                                    10 to 20 years            98%                    84%                    75.5%
                                      > 20 years              98%                    82%           Not Eligible Collateral
</TABLE>


                                      M3-10

<PAGE>

<TABLE>
<S>                                 <C>               <C>                    <C>                    <C>
                                                      Rated Aa3 or better    Rated Aa3 or better     Rated AAA or better
                                                          by Moody's              by Moody's                by S&P
   GA-EUROZONE-GOV (other than      All Maturities            98%                    93%           Not Eligible Collateral
            EU-CASH)
        (floating rate)

            GA-GB-GOV
(other than GB-CASH) (fixed rate)      < 1 Year               98%                    94%           Not Eligible Collateral
                                     1 to 2 years             98%                    93%           Not Eligible Collateral
                                     2 to 3 years             98%                    92%           Not Eligible Collateral
                                     3 to 5 years             98%                    91%           Not Eligible Collateral
                                     5 to 7 years             98%                    90%           Not Eligible Collateral
                                    7 to 10 years             98%                    89%           Not Eligible Collateral
                                    10 to 20 years            98%                    86%           Not Eligible Collateral
                                      > 20 years              98%                    84%           Not Eligible Collateral

            GA-GB-GOV               All Maturities            98%                    94%           Not Eligible Collateral
 (other than GB-CASH) (floating
              rate)
</TABLE>

The ISDA Collateral Asset Definition (ICAD) Codes used in this Collateral
Schedule shall have the meanings set forth in the Collateral Asset Definitions
(First Edition - June 2003) as published and copyrighted in 2003 by the
International Swaps and Derivatives Association, Inc.


                                      M3-11

<PAGE>

                                    EXHIBIT N

                                   [RESERVED]

       Copyright (C) 1992 by International Swap Dealers Association, Inc.

<PAGE>

                                    EXHIBIT O

                    FORM OF TRANSFEROR REPRESENTATION LETTER
               FOR TRANSFER TO REGULATION S BOOK-ENTRY CERTIFICATE
  FROM A HOLDER OF A RULE 144A BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE

                                     [DATE]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois 60603
Attention: Global Securities and Trust Services - Merrill Lynch Mortgage
Investors Trust, Series 2007-HE2

RE:  Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
     Certificates, Series 2007-HE2

Ladies and Gentlemen:

               In connection with our disposition of the Class ___ Certificates
     which are held in the form of Definitive Certificates or in the form of a
     beneficial interest in a Rule 144A Book-Entry Certificate and to effect the
     transfer pursuant to Regulation S under the Securities Act of 1933, as
     amended ("Regulation S") of the above Certificates in exchange for an
     equivalent beneficial interest in a Regulation S Book-Entry Certificate, we
     hereby certify that such transfer has been effected in accordance with (i)
     the transfer restrictions set forth in the Pooling and Servicing Agreement,
     dated as of March 1, 2007, among Merrill Lynch Mortgage Investors, Inc., as
     Depositor, LaSalle Bank National Association, as Master Servicer and
     Securities Administrator, Citibank, N.A., as Trustee, Litton Loan Servicing
     LP, as a Servicer, Wilshire Credit Corporation, as a Servicer, Option One
     Mortgage Corproation, as a Servicer, and in the Certificates and (ii) in
     accordance with Regulation S, and that:

               a. the offer of the Certificates was not made to a person in the
     United States;

               b. at the time the buy order was originated, the transferee was
     outside the United States or we and any person acting on our behalf
     reasonably believed that the transferee was outside the United States;

               c. no directed selling efforts have been made in contravention of
     the requirements of Rule 903 or 904 of Regulation S, as applicable;

               d. the transaction is not part of a plan or scheme to evade the
     registration requirements of the United States Securities Act of 1933, as
     amended; and

               e. the transferee is not a U.S. Person (as defined by Regulation
     S).

       Copyright (C) 1992 by International Swap Dealers Association, Inc.

<PAGE>

               You are entitled to rely upon this letter and are irrevocably
     authorized to produce this letter or a copy hereof to any interested party
     in any administrative or legal Proceedings or official inquiry with respect
     to the matters covered hereby. Terms used in this certificate have the
     meanings set forth in Regulation S.

                                        Very truly yours,

                                        ----------------------------------------
                                        Print Name of Transferor


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


                                       O-2

<PAGE>

                                    EXHIBIT P

                    FORM OF TRANSFEROR REPRESENTATION LETTER
               FOR TRANSFER PURSUANT TO RULE 144A FROM A HOLDER OF
         A REGULATION S BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE

                                     [DATE]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois 60603
Attention: Global Securities and Trust Services - Merrill Lynch Mortgage
Investors Trust, Series 2007-HE2

RE:  Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
     Certificates, Series 2007-HE2

Ladies and Gentlemen:

               In connection with our disposition of the Class __ Certificates
     which are held in the form of Definitive Certificates or in the form of a
     beneficial interest in a Regulation S Book-Entry Certificate and to effect
     the transfer pursuant to Rule 144A under the Securities Act of 1933, as
     amended ("Rule 144A") of the above Certificates in exchange for an
     equivalent beneficial interest in a Rule 144A Book-Entry Certificate or a
     Definitive Note, we hereby certify that such Certificates are being
     transferred in accordance with (i) the transfer restrictions set forth in
     the Pooling and Servicing Agreement, dated as of March 1, 2007, among
     Merrill Lynch Mortgage Investors, Inc., as Depositor, LaSalle Bank National
     Association, as Master Servicer and Securities Administrator, Citibank,
     N.A., as Trustee, Litton Loan Servicing LP, as a Servicer, Wilshire Credit
     Corporation, as a Servicer, Option One Mortgage Corporation, as a Servicer,
     and in the Certificates and (ii) Rule 144A under the Securities Act of
     1933, as amended, to a transferee that we reasonably believe is purchasing
     the Certificates for its own account or an account with respect to which
     the transferee exercises sole investment discretion, the transferee and any
     such account is a "qualified institutional buyer" within the meaning of
     Rule 144A, in a transaction meeting the requirements of Rule 144A and in
     accordance with any applicable securities laws of any state of the United
     States or any other jurisdiction.

               You are entitled to rely upon this letter and are irrevocably
     authorized to produce this letter or a copy hereof to any interested party
     in any administrative or legal Proceedings or official inquiry with respect
     to the matters covered hereby.

                                        Very truly yours,

                                        ----------------------------------------
                                        Print Name of Transferor

       Copyright (C) 1992 by International Swap Dealers Association, Inc.

<PAGE>


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


                                       P-2
<PAGE>

                                   EXHIBIT Q-1

                              FORM OF CAP CONTRACT

(Multicurrency - Cross Border)

                                     ISDA(R)

                  INTERNATIONAL SWAP DEALERS ASSOCIATION, INC.

                                MASTER AGREEMENT

                           dated as of March 30, 2007

BEAR STEARNS FINANCIAL PRODUCTS INC. and   LASALLE BANK NATIONAL
                                           ASSOCIATION, NOT IN ITS
                                           INDIVIDUAL CAPACITY, BUT
                                           SOLELY AS SUPPLEMENTAL
                                           INTEREST TRUST TRUSTEE ON
                                           BEHALF OF THE SUPPLEMENTAL
                                           INTEREST TRUST RELATING TO THE
                                           MERRILL LYNCH MORTGAGE
                                           INVESTORS TRUST, SERIES 2007-HE2

have entered and/or anticipate entering into one of more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:--

15.  INTERPRETATION

(a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b) INCONSISTENCY. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact
that this Master Agreement and all Confirmations form a single agreement between
the parties (collectively referred to as this "Agreement"), and the parties
would not otherwise enter into any Transactions.

16.  OBLIGATIONS

(a)  GENERAL CONDITIONS.

       Copyright (C) 1992 by International Swap Dealers Association, Inc.

<PAGE>

(i) Each party will make each payment or delivery specified in each Confirmation
to be made by it, subject to the other provisions of this Agreement.

(ii) Payments under this Agreement will be made on the due date for value on
that date in the place of the account specified in the relevant Confirmation or
otherwise pursuant to this Agreement, in freely transferable funds and in the
manner customary for payments in the required currency. Where settlement is by
delivery (that is, other than by payment), such delivery will be made for
receipt on the due date in the manner customary for the relevant obligation
unless otherwise specified in the relevant Confirmation or elsewhere in this
Agreement.

(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the
condition precedent that no Event of Default or Potential Event of Default with
respect to the other party has occurred and is continuing, (2) the condition
precedent that no Early Termination Date in respect of the relevant Transaction
has occurred or been effectively designated and (3) each other applicable
condition precedent specified in this Agreement.


                                        4

<PAGE>

(b) CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c) NETTING. If on any date amounts would otherwise be payable:--

     (i)  in the same currency; and

     (ii) in respect of the same Transaction,

by each party to the other. then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)  DEDUCTION OR WITHHOLDING FOR TAX.

     (i) Gross-Up. All payments under this Agreement will be made without any
     deduction or withholding for or on account of any Tax unless such deduction
     or withholding is required by any applicable law, as modified by the
     practice of any relevant governmental revenue authority, then in effect. If
     a party is so required to deduct or withhold, then that party ("X") will:--

          (1) promptly notify the other party ("Y") of such requirement;

          (2) pay to the relevant authorities the full amount required to be
          deducted or withheld (including the full amount required to be
          deducted or withheld from any additional amount paid by X to Y under
          this Section 2(d)) promptly upon the earlier of determining that such
          deduction or withholding is required or receiving notice that such
          amount has been assessed against Y;

          (3) promptly forward to Y an official receipt (or a certified copy),
          or other documentation reasonably acceptable to Y, evidencing such
          payment to such authorities; and

          (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the
          payment to which Y is otherwise entitled under this Agreement, such
          additional amount as is necessary to ensure that the net amount
          actually received by Y (free and clear of Indemnifiable Taxes. whether
          assessed against X or Y) will equal ft full amount Y would have
          received had no such deduction or withholding been required. However,
          X will not be required to pay any additional amount to Y to the extent
          that it would not be required to be paid but for:--

               (A) the failure by Y to comply with or perform any agreement
               contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

               (B) the failure of a representation made by Y pursuant to Section
               3(f) to be accurate and true unless such failure would not have
               occurred but for (I) any action taken by a taxing authority, or
               brought in a court of competent jurisdiction, on or after the
               date on

       Copyright (C) 1992 by International Swap Dealers Association, Inc.

<PAGE>

               which a Transaction is entered into (regardless of whether such
               action is taken or brought with respect to a party to this
               Agreement) or (II) a Change in Tax Law.

     (ii) Liability. If:--

          (1) X is required by any applicable law, as modified by the practice
          of any relevant governmental revenue authority, to make any deduction
          or withholding in respect of which X would not be required to pay an
          additional amount to Y under Section 2(d)(i)(4);

          (2) X does not so deduct or withhold; and

          (3) a liability resulting from such Tax is assessed directly against
          X,

     then, except to the extent Y has satisfied or then satisfies the liability
     resulting from such Tax, Y will promptly pay to X the amount of such
     liability (including any related liability for interest, but including any
     related liability for penalties only if Y has failed to comply with or
     perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

17.  REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a)  BASIC REPRESENTATIONS.

     (i) Status. It is duly organised and validly existing under the laws of the
     jurisdiction of its organisation or incorporation and, if relevant under
     such laws, in good standing;

     (ii) Powers. It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is a party, to deliver
     this Agreement and any other documentation relating to this Agreement that
     it is required by this Agreement to deliver and to perform its obligations
     under this Agreement and any obligations it has under any Credit Support
     Document to which it is a party and has taken all necessary action to
     authorise such execution, delivery and performance;

     (iii) No Violation or Conflict. Such execution, delivery and performance do
     not violate or conflict with any law applicable to it, any provision of its
     constitutional documents, any order or judgment of any court or other
     agency of government applicable to it or any of its assets or any
     contractual restriction binding on or affecting it or any of its assets;

     (iv) Consents. All governmental and other consents that are required to
     have been obtained by it with respect to this Agreement or any Credit
     Support Document to which it is a party have been obtained and are in full
     force and effect and all conditions of any such consents have been complied
     with; and

     (v) Obligations Binding. Its obligations under this Agreement and any
     Credit Support Document to which it is a party constitute its legal, valid
     and binding obligations, enforceable in accordance with their respective
     terms (subject to applicable bankruptcy, reorganisation, insolvency,
     moratorium or similar laws

<PAGE>

     affecting creditors' rights generally and subject, as to enforceability, to
     equitable principles of general application (regardless of whether
     enforcement is sought in a proceeding in equity or at law)).

(b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of Default
or, to its knowledge, Termination Event with respect to it has occurred and is
continuing and no such event or circumstance would occur as a result of its
entering into or performing its obligations under this Agreement or any Credit
Support Document to which it is a party.

(c) ABSENCE OF LITIGATION. There is not pending or, to its knowledge, threatened
against it or any of its Affiliates any action, suit or proceeding at law or in
equity or before any court, tribunal, governmental body, agency or official or
any arbitrator that is likely to affect the legality, validity or enforceability
against it of this Agreement or any Credit Support Document to which it is a
party or its ability to perform its obligations under this Agreement or such
Credit Support Document.

(d) ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e) PAYER TAX REPRESENTATION. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f) PAYEE TAX REPRESENTATIONS. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

18.  AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a) FURNISH SPECIFIED INFORMATION. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

     (i) any forms, documents or certificates relating to taxation specified in
     the Schedule or any Confirmation;

     (ii) any other documents specified in the Schedule of any Confirmation; and

     (iii) upon reasonable demand by such other party, any form or document that
     may be required or reasonably requested in writing in order to allow such
     other party or its Credit Support Provider to make a payment under this
     Agreement or any applicable Credit Support Document without any deduction
     or withholding for or on account of any Tax or with such deduction or
     withholding at a reduced rate (so long as the completion, execution or
     submission of such form or document would not materially prejudice the
     legal or commercial position of the party in receipt of such demand), with
     any such form or document to be accurate and completed in a manner
     reasonably satisfactory to such other party and to be executed and to be
     delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b) MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c) COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

<PAGE>

(d) TAX AGREEMENT. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e) PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated, organised, managed and
controlled. or considered to have its seat, or in which a branch or office
through which it is acting for the purpose of this Agreement is located ("Stamp
Tax Jurisdiction") and will indemnify the other party against any Stamp Tax
levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.

19.  EVENTS OR DEFAULT AND TERMINATION EVENTS

(a) EVENTS OF DEFAULT. The occurrence at any time with respect to a party or, if
applicable, any Credit Support Provider of such party or any Specified Entity of
such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:--

     (i) Failure to Pay or Deliver. Failure by the party to make, when due, any
     payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
     required to be made by it if such failure is not remedied on or before the
     third Local Business Day after notice of such failure is given to the
     party;

     (ii) Breach of Agreement. Failure by the party to comply with or perform
     any agreement or obligation (other than an obligation to make any payment
     under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
     notice of a Termination Event or any agreement or obligation under Section
     4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
     in accordance with this Agreement if such failure is not remedied on or
     before the thirtieth day after notice of such failure is given to the
     party;

     (iii) Credit Support Default.

          (1) Failure by the party or any Credit Support Provider of such party
          to comply with or perform any agreement or obligation to be complied
          with or performed by it in accordance with any Credit Support Document
          if such failure is continuing after any applicable grace period has
          elapsed;

          (2) the expiration or termination of such Credit Support Document or
          the failing or ceasing of such Credit Support Document to be in full
          force and effect for the purpose of this Agreement (in either case
          other than in accordance with its terms) prior to the satisfaction of
          all obligations of such party under each Transaction to which such
          Credit Support Document relates without the written consent of the
          other party; or

          (3) the party or such Credit Support Provider disaffirms, disclaims,
          repudiates or rejects, in whole or in part, or challenges the validity
          of, such Credit Support Document;

     (iv) Misrepresentation. A representation (other than a representation under
     Section 3(e) or (f)) made or repeated or deemed to have been made or
     repeated by the party or any Credit Support Provider of such party in this
     Agreement or any Credit Support Document proves to have been incorrect or
     misleading in any material respect when made or repeated or deemed to have
     been made or repeated;

     (v) Default under Specified Transaction. The party, any Credit Support
     Provider of such party or any applicable Specified Entity of such party (1)
     defaults under a Specified Transaction and, after giving effect to any
     applicable notice requirement or grace period, there occurs a liquidation
     of, an acceleration of obligations under, or an early termination of, that
     Specified Transaction, (2) defaults, after giving effect to any applicable
     notice requirement or grace period, in making any payment or delivery due
     on the last payment, delivery or exchange date of, or any payment on early
     termination of, a Specified Transaction (or such default continues for at
     least three Local Business Days if there is no applicable notice
     requirement or grace period) or (3) disaffirms, disclaims, repudiates or
     rejects, in whole or in part, a Specified Transaction (or such action is
     taken by any person or entity appointed or empowered to operate it or act
     on its behalf);

<PAGE>

     (vi) Cross Default. If "Cross Default" is specified in the Schedule as
     applying to the party, the occurrence or existence of (1) a default, event
     of default or other similar condition or event (however described) in
     respect of such party, any Credit Support Provider of such party or any
     applicable Specified Entity of such party under one or more agreements or
     instruments relating to Specific Indebtedness of any of them (individually
     or collectively) in an aggregate amount of not less than the applicable
     Threshold Amount (as specified in the Schedule) which has resulted in such
     Specified Indebtedness becoming, or becoming capable at such time of being
     declared, due and payable under such agreements or instruments, before it
     would otherwise have been due and payable or (2) a default by such party,
     such Credit Support Provider or such Specified Entity (individually or
     collectively) in making one or more payments on the due date thereof in an
     aggregate amount of not less than the applicable Threshold Amount under
     such agreements or instruments (after giving effect to any applicable
     notice requirement or grace period);

     (vii) Bankruptcy. The party, any Credit Support Provider of such party or
     any applicable Specified Entity of such party:-

          (1) is dissolved (other than pursuant to a consolidation, amalgamation
          or merger); (2) becomes insolvent or is unable to pay its debts or
          fails or admits in writing its inability generally to pay its debts as
          they become due; (3) makes a general assignment, arrangement or
          composition with or for the benefit of its creditors; (4) institutes
          or has instituted against it a proceeding seeking a judgment of
          insolvency or bankruptcy or any other relief under any bankruptcy or
          insolvency law or other similar law affecting creditors' rights, or a
          petition is presented for its winding-up or liquidation, and, in the
          case of any such proceeding or petition instituted or presented
          against it, such proceeding or petition (A) results in a judgment of
          insolvency or bankruptcy or the entry of an order for relief or the
          making of an order for its winding-up or liquidation or (B) is not
          dismissed, discharged, stayed or restrained in each case within 30
          days of the institution or presentation thereof, (5) has a resolution
          passed for its winding-up, official management or liquidation (other
          than pursuant to a consolidation, amalgamation or merger); (6) seeks
          or becomes subject to the appointment of an administrator, provisional
          liquidator, conservator, receiver, trustee, custodian or other similar
          official for it or for all or substantially all its assets; (7) has a
          secured party take possession of all or substantially all its assets
          or has a distress, execution, attachment, sequestration or other legal
          process levied, enforced or sued on or against all or substantially
          all its assets and such secured party maintains possession, or any
          such process is not dismissed, discharged, stayed or restrained, in
          each case within 30 days thereafter; (8) causes or is subject to any
          event with respect to it which. under the applicable laws of any
          jurisdiction, has an analogous effect to any of the events specified
          in clauses (1) to (7) (inclusive); or (9) takes any action in
          furtherance of, or indicating its consent to, approval of, or
          acquiescence in, any of the foregoing acts; or

     (viii) Merger Without Assumption. The party or any Credit Support Provider
     of such party consolidates or amalgamates with, or merges with or into, or
     transfers all or substantially all its assets to, another entity and, at
     the time of such consolidation, amalgamation, merger or transfer: -

          (1) the resulting, surviving or transferee entity fails to assume all
          the obligations of such party or such Credit Support Provider under
          this Agreement or any Credit Support Document to which it or its
          predecessor was a party by operation of law or pursuant to an
          agreement reasonably satisfactory to the other party to this
          Agreement; or

          (2) the benefits of any Credit Support Document fail to extend
          (without the consent of the other party) to the performance by such
          resulting, surviving or transferee entity of its obligations under
          this Agreement.

(b) TERMINATION EVENTS. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event

<PAGE>

Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:--

     (i) Illegality. Due to the adoption of, or any change in, any applicable
     law after the date on which a Transaction is entered into, or due to the
     promulgation of, or any change in, the interpretation by any court,
     tribunal or regulatory authority with competent jurisdiction of any
     applicable law after such date. it becomes unlawful (other than as a result
     of a breach by the party of Section 4(b)) for such party (which will be the
     Affected Party):--

          (1) to perform any absolute or contingent obligation to make a payment
          or delivery or to receive a payment or delivery in respect of such
          Transaction or to comply with any other material provision of this
          Agreement relating to such Transaction; or

          (2) to perform, or for any Credit Support Provider of such party to
          perform, any contingent or other obligation which the party (or such
          Credit Support Provider) has under any Credit Support Document
          relating to such Transaction;

     (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
     brought in a court of competent jurisdiction, on or after the date on which
     a Transaction is entered into (regardless of whether such action is taken
     or brought with respect to a party to this Agreement) or (y) a Change in
     Tax Law, the party (which will be the Affected Party) will, or there is a
     substantial likelihood that it will, on the next succeeding Scheduled
     Payment Date (1) be required to pay to the other party an additional amount
     in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in
     respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
     payment from which an amount is required to be deducted or withheld for or
     on account of a Tax (except in respect of interest under Section 2(e),
     6(d)(ii) or 6(e)) and no additional amount is required to be paid in
     respect of such Tax under Section 2(d)(i)(4) (other than by reason of
     Section 2(d)(i)(4)(A) or (B));

     (iii) Tax Event Upon Merger. The party (the "Burdened Party") on the next
     succeeding Scheduled Payment Date will either (1) be required to pay an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount has been deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which the
     other party is not required to pay an additional amount (other than by
     reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
     party consolidating or amalgamating with, or merging with or into, or
     transferring all or substantially all its assets to, another entity (which
     will be the Affected Party) where such action does not constitute an event
     described in Section 5(a)(viii);

     (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
     in the Schedule as applying to the party, such party ("X"), any Credit
     Support Provider of X or any applicable Specified Entity of X consolidates
     or amalgamates with, or merges with or into, or transfers all or
     substantially all its assets to, another entity and such action does not
     constitute an event described in Section 5(a)(viii) but the
     creditworthiness of the resulting, surviving or transferee entity is
     materially weaker than that of X, such Credit Support Provider or such
     Specified Entity, as the case may be, immediately prior to such action
     (and, in such event, X or its successor or transferee, as appropriate, will
     be the Affected Party); of

     (v) Additional Termination Event. If any "Additional Termination Event" is
     specified in the Schedule or any Confirmation as applying. the occurrence
     of such event (and, in such event. the Affected Party or Affected Parties
     shall be as specified for such Additional Termination Event in the Schedule
     or such Confirmation).

(c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

<PAGE>

20.  EARLY TERMINATION

(a) RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

     (i) Notice. If a Termination Event occurs, an Affected Party will, promptly
     upon becoming aware of it, notify the other party, specifying the nature of
     that Termination Event and each Affected Transaction and will also give
     such other information about that Termination Event as the other party may
     reasonably require.

     (ii) Transfer to Avoid Termination Event. If either an Illegality under
     Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
     Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
     Affected Party, the Affected Party will, as a condition to its right to
     designate an Early Termination Date under Section 6(b)(iv), use all
     reasonable efforts (which will not require such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days after
     it gives notice under Section 6(b)(i) all its rights and obligations under
     this Agreement in respect of the Affected Transactions to another of its
     Offices or Affiliates so that such Termination Event ceases to exist.

     If the Affected Party is not able to make such a transfer it will give
     notice to the other party to that effect within such 20 day period,
     whereupon the other party may effect such a transfer within 30 days after
     the notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject to
     and conditional upon the prior written consent of the other party, which
     consent will not be withheld if such other party's policies in effect at
     such time would permit it to enter into transactions with the transferee on
     the terms proposed.

     (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a
     Tax Event occurs and there are two Affected Parties, each party will use
     all reasonable efforts to reach agreement within 30 days after notice
     thereof is given under Section 6(b)(i) on action to avoid that Termination
     Event.

     (iv) Right to Terminate. If:--

          (1) a transfer under Section 6(b)(ii) or an agreement under Section
          6(b)(iii), as the case may be, has not been effected with respect to
          all Affected Transactions within 30 days after an Affected Party gives
          notice under Section 6(b)(i); or

          (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger
          or an Additional Termination Event occurs, or a Tax Event Upon Merger
          occurs and the Burdened Party is not the Affected Party,

     either party in the case of an Illegality, the Burdened Party in the case
     of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
     or an Additional Termination Event if there is more than one Affected
     Party, or the party which is not the Affected Party in the case of a Credit
     Event Upon Merger or an Additional Termination Event if there is only one
     Affected Party may, by not more than 20 days notice to the other party and
     provided that the relevant Termination Event is then

<PAGE>

     continuing, designate a day not earlier than the day such notice is
     effective as an Early Termination Date in respect of all Affected
     Transactions.

(c)  EFFECT OF DESIGNATION.

     (i) If notice designating an Early Termination Date is given under Section
     6(a) or (b), the Early Termination Date will occur on the date so
     designated, whether or not the relevant Event of Default or Termination
     Event is then continuing.

     (ii) Upon the occurrence or effective designation of an Early Termination
     Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
     respect of the Terminated Transactions will be required to be made, but
     without prejudice to the other provisions of this Agreement. The amount, if
     any, payable in respect of an Early Termination Date shall be determined
     pursuant to Section 6(e).

(d)  CALCULATIONS.

     (i) Statement. On or as soon as reasonably practicable following the
     occurrence of an Early Termination Date, each party will make the
     calculations on its part, if any, contemplated by Section 6(e) and will
     provide to the other party a statement (1) showing, in reasonable detail,
     such calculations (including all relevant quotations and specifying any
     amount payable under Section 6(e)) and (2) giving details of the relevant
     account to which any amount payable to it is to be paid. In the absence of
     written confirmation from the source of a quotation obtained in determining
     a Market Quotation, the records of the party obtaining such quotation will
     be conclusive evidence of the existence and accuracy of such quotation.

     (ii) Payment Date. An amount calculated as being due in respect of any
     Early Termination Date under Section 6(e) will be payable on the day that
     notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated or occurs as a result of an Event of
     Default) and on the day which is two Local Business Days after the day on
     which notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated as a result of a Termination Event).
     Such amount will be paid together with (to the extent permitted under
     applicable law) interest thereon (before as well as after judgment) in the
     Termination Currency, from (and including) the relevant Early Termination
     Date to (but excluding) the date such amount is paid, at the Applicable
     Rate. Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed.

(e) PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

     (i) Events of Default. If the Early Termination Date results from an Event
     of Default:--

          (1) First Method and Market Quotation. If the First Method and Market
          Quotation apply, the Defaulting Party will pay to the Non-defaulting
          Party the excess, if a positive number, of (A) the sum of the
          Settlement Amount (determined by the Non-defaulting Party) in respect
          of the Terminated Transactions and the Termination Currency Equivalent
          of the Unpaid Amounts owing to the Non-defaulting Party over (B) the
          Termination Currency Equivalent of the Unpaid Amounts owing to the
          Defaulting Party.

          (2) First Method and Loss. If the First Method and Loss apply, the
          Defaulting Party will pay to the Non-defaulting Party, if a positive
          number, the Non-defaulting Party's Loss in respect of this Agreement.

          (3) Second Method and Market Quotation. If the Second Method and
          Market Quotation apply, an amount will be payable equal to (A) the sum
          of the Settlement Amount (determined by the

<PAGE>

          Non-defaulting Party) in respect of the Terminated Transactions and
          the Termination Currency Equivalent of the Unpaid Amounts owing to the
          Non-defaulting Party less (B) the Termination Currency Equivalent of
          the Unpaid Amounts owing to the Defaulting Party. If that amount is a
          positive number, the Defaulting Party will pay it to the
          Non-defaulting Party; if it is a negative number, the Non-defaulting
          Party will pay the absolute value of that amount to the Defaulting
          Party.

          (4) Second Method and Loss. If the Second Method and Loss apply, an
          amount will be payable equal to the Non-defaulting Party's Loss in
          respect of this Agreement. If that amount is a positive number, the
          Defaulting Party will pay it to the Non-defaulting Party; if it is a
          negative number, the Non-defaulting Party will pay the absolute value
          of that amount to the Defaulting Party.

     (ii) Termination Events. If the Early Termination Date results from a
     Termination Event:--

          (1) One Affected Party. If there is one Affected Party, the amount
          payable will be determined in accordance with Section 6(e)(i)(3), if
          Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
          except that, in either case, references to the Defaulting Party and to
          the Non-defaulting Party will be deemed to be references to the
          Affected Party and the party which is not the Affected Party,
          respectively, and, if Loss applies and fewer than all the Transactions
          are being terminated, Loss shall be calculated in respect of all
          Terminated Transactions.

          (2) Two Affected Parties. If there are two Affected Parties:--

               (A) if Market Quotation applies, each party will determine a
               Settlement Amount in respect of the Terminated Transactions, and
               an amount will be payable equal to (I) the sum of (a) one-half of
               the difference between the Settlement Amount of the party with
               the higher Settlement Amount ("X") and the Settlement Amount of
               the party with the lower Settlement Amount ("Y") and (b) the
               Termination Currency Equivalent of the Unpaid Amounts owing to X
               less (II) the Termination Currency Equivalent of the Unpaid
               Amounts owing to Y; and

               (B) if Loss applies, each party will determine its Loss in
               respect of this Agreement (or, if fewer than all the Transactions
               are being terminated, in respect of all Terminated Transactions)
               and an amount will be payable equal to one-half of the difference
               between the Loss of the party with the higher Loss ("X") and the
               Loss of the party with the lower Loss ("Y").

          If the amount payable is a positive number, Y will pay it to X; if it
          is a negative number, X will pay the absolute value of that amount to
          Y.

     (iii) Adjustment for Bankruptcy. In circumstances where an Early
     Termination Date occurs because "Automatic Early Termination" applies in
     respect of a party, the amount determined under this Section 6(e) will be
     subject to such adjustments as are appropriate and permitted by law to
     reflect any payments or deliveries made by one party to the other under
     this Agreement (and retained by such other party) during the period from
     the relevant Early Termination Date to the date for payment determined
     under Section 6(d)(ii).

     (iv) Pre-Estimate. The parties agree that if Market Quotation applies an
     amount recoverable under this Section 6(e) is a reasonable pre-estimate of
     loss and not a penalty. Such amount is payable for the loss of bargain and
     the loss of protection against future risks and except as otherwise
     provided in this Agreement neither party will be entitled to recover any
     additional damages as a consequence of such losses.

<PAGE>

21.  TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

22.  CONTRACTUAL CURRENCY

(a) PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement will
be made in the relevant currency specified in this Agreement for that payment
(the "Contractual Currency"). To the extent permitted by applicable law, any
obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b) JUDGMENTs. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c) SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d) EVIDENCE OF LOSS. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

<PAGE>

23.  MISCELLANEOUS

(a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b) AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c) SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d) REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e) COUNTERPARTS AND CONFIRMATIONS.

     (i) This Agreement (and each amendment, modification and waiver in respect
     of it) may be executed and delivered in counterparts (including by
     facsimile transmission), each of which will be deemed an original.

     (ii) The parties intend that they are legally bound by the terms of each
     Transaction from the moment they agree to those terms (whether orally or
     otherwise). A Confirmation shall be entered into as soon as practicable and
     may be executed and delivered in counterparts (including by facsimile
     transmission) or be created by an exchange of telexes or by an exchange of
     electronic messages on an electronic messaging system, which in each case
     will be sufficient for all purposes to evidence a binding supplement to
     this Agreement. The parties will specify therein or through another
     effective means that any such counterpart, telex or electronic message
     constitutes a Confirmation.

(f) NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g) HEADINGS. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

24.  OFFICES; MULTIBRANCH PARTIES

(a) If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

25.  EXPENSES

<PAGE>

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document to
which the Defaulting Party is a party or by reason of the early termination of
any Transaction, including, but not limited to, costs of collection.

26.  NOTICES

(a) EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

     (i) if in writing and delivered in person or by courier, on the date it is
     delivered;

     (ii) if sent by telex, on the date the recipient's answerback is received;

     (iii) if sent by facsimile transmission, on the date that transmission is
     received by a responsible employee of the recipient in legible form (it
     being agreed that the burden of proving receipt will be on the sender and
     will not be met by a transmission report generated by the sender's
     facsimile machine);

     (iv) if sent by certified or registered mail (airmail, if overseas) or the
     equivalent (return receipt requested), on the date that mail is delivered
     or its delivery is attempted; or

     (v) if sent by electronic messaging system, on the date that electronic
     message is received,

unless the date of that delivery (or attempted delivery) or that receipt as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b) CHANGE OF ADDRESSES. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to all

27.  GOVERNING LAW AND JURISDICTION

(a) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b) JURISDICTION. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably:--

     (i) submits to the jurisdiction of the English courts, if this Agreement is
     expressed to be governed by English law, or to the non-exclusive
     jurisdiction of the courts of the State of New York and the United States
     District Court located in the Borough of Manhattan in New York City, if
     this Agreement is expressed to be governed by the laws of the State of New
     York; and

     (ii) waives any objection which it may have at any time to the laying of
     venue of any Proceedings brought in any such court, waives any claim that
     such Proceedings have been brought in an inconvenient forum and further
     waives the right to object, with respect to such Proceedings, that such
     court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c) SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any

<PAGE>

reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute process
agent acceptable to the other party. The parties irrevocably consent to service
of process given in the manner provided for notices in Section 12. Nothing in
this Agreement will affect the right of either party to serve process in any
other manner permitted by law.

(d) WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

28.  DEFINITIONS

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"Applicable Rate" means:--

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
Rate; and

(d) in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

<PAGE>

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different. in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(c)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have

<PAGE>

been required after that date. For this purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and the Reference Market-maker may, in good faith, agree. The
party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable as of
the same day and time (without regard to different time zones) on or as soon as
reasonably practicable after the relevant Early Termination Date. The day and
time as of which those quotations are to be obtained will be selected in good
faith by the party obliged to make a determination under Section 6(e), and, if
each party is so obliged, after consultation with the other. If more than three
quotations are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values, If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and lowest quotations.
For this purpose, if more than one quotation has the same highest value or
lowest value, then one of such quotations shall be disregarded. If fewer than
three quotations are provided, it will be deemed that the Market Quotation in
respect of such Terminated Transaction or group of Terminated Transactions
cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or
home office.

"Potential Event of Default" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of.-

(e) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(f) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

<PAGE>

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction. for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to
(but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. The fair market value of any

<PAGE>

obligation referred to in clause (b) above shall be reasonably determined by the
party obliged to make the determination under Section 6(e) or, if each party is
so obliged, it shall be the average of the Termination Currency Equivalents of
the fair market values reasonably determined by both parties.
<PAGE>

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

BEAR STEARNS FINANCIAL PRODUCTS INC.    LASALLE BANK NATIONAL ASSOCIATION, NOT
(Name of Party)                         IN ITS INDIVIDUAL CAPACITY, BUT SOLELY
                                        AS SUPPLEMENTAL INTEREST TRUST TRUSTEE
                                        ON BEHALF OF THE SUPPLEMENTAL INTEREST
                                        TRUST RELATING TO THE MERRILL LYNCH
                                        MORTGAGE INVESTORS TRUST, SERIES
                                        2007-HE2
                                        (Name of Party)


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

                                    SCHEDULE

                                     TO THE

                                     ISDA(R)

              INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC.

                              a. MASTER AGREEMENT

                           dated as of March 30, 2007

between BEAR STEARNS FINANCIAL PRODUCTS INC., a corporation organized under the
laws of Delaware ("Bear Stearns"), and LASALLE BANK NATIONAL ASSOCIATION, NOT IN
ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE ON
BEHALF OF THE SUPPLEMENTAL INTEREST TRUST RELATING TO THE MERRILL LYNCH MORTGAGE
INVESTORS TRUST, SERIES 2007-HE2 a New York common law trust organized under the
laws of the State of New York. ("Counterparty").

Reference is hereby made to the Pooling and Servicing Agreement, dated as of
March 1, 2007, among Merrill Lynch Mortgage Investors, Inc., as depositor
("Depositor"), LaSalle Bank National Association as master servicer and
securities administrator (the "Master Servicer" and "Securities Administrator"),
Citibank, N.A., as trustee (the "Trustee"), Wilshire Credit Corporation, as
servicer, Option One Mortgage Corporation, as servicer, and Litton Loan
Servicing LP, as servicer (the "Pooling and Servicing Agreement").

Part 1. Termination Provisions.

<PAGE>

For purposes of this Agreement:

(p)  "SPECIFIED ENTITY" will not apply to Bear Stearns or Counterparty for any
     purpose.

(q)  "SPECIFIED TRANSACTIONS" will not apply to Bear Stearns or Counterparty for
     any purpose.

(r)  The "FAILURE TO PAY OR DELIVER" provisions of Section 5(a)(i) will apply to
     Bear Stearns and will apply to Counterparty; provided that notwithstanding
     anything to the contrary in Section 5(a)(i) or Paragraph 7 of the Credit
     Support Annex, any failure by Bear Stearns to comply with or perform any
     obligation to be complied with or performed by Bear Stearns under the
     Credit Support Annex shall not constitute an Event of Default under Section
     5(a)(i) unless (A) a Moody's Second Level Downgrade has occurred and been
     continuing for 30 or more Local Business Days and (B) such failure is not
     remedied on or before the third Local Business Day after notice of such
     failure is given to Bear Stearns.

(s)  The "BREACH OF AGREEMENT" provisions of Section 5(a)(ii) will apply to Bear
     Stearns and will not apply to Counterparty.

(t)  The "CREDIT SUPPORT DEFAULT" provisions of Section 5(a)(iii) will apply to
     (x) Bear Stearns; provided that notwithstanding anything to the contrary in
     Section 5(a)(iii)(1), any failure by Bear Stearns to comply with or perform
     any obligation to be complied with or performed by Bear Stearns under the
     Credit Support Annex shall not constitute an Event of Default under Section
     5(a)(iii) unless (A) a Moody's Second Level Downgrade has occurred and been
     continuing for 30 or more Local Business Days and (B) such failure is not
     remedied on or before the third Local Business Day after notice of such
     failure is given to Bear Stearns and (y) Counterparty solely in respect of
     Counterparty's obligations under Paragraph 3(b) of the Credit Support
     Annex.

(u)  The "MISREPRESENTATION" provisions of Section 5(a)(iv) will apply to Bear
     Stearns and will not apply to Counterparty.

(v)  The "DEFAULT UNDER SPECIFIED TRANSACTION" provisions of Section 5(a)(v)
     will not apply to Bear Stearns or Counterparty.

(w)  The "CROSS DEFAULT" provisions of Section 5(a)(vi) will apply to Bear
     Stearns and will not apply to Counterparty.

          "SPECIFIED INDEBTEDNESS" will have the meaning specified in Section
          14.

          "THRESHOLD AMOUNT" means USD 100,000,000.

(x)  The "BANKRUPTCY" provisions of Section 5(a)(vii) will apply to Bear Stearns
     and will apply to Counterparty except that the provisions of Section
     5(a)(vii)(2), (6) (to the extent that such provisions refer to any
     appointment contemplated or effected by the Pooling and Servicing Agreement
     or any appointment to which Counterparty has not become subject to), (7)
     and (9) will not apply to Counterparty; provided that, with respect to
     Counterparty only, Section 5(a)(vii)(4) is hereby amended by adding after
     the words "against it" the words "(excluding any proceeding or petition
     instituted or presented by Bear Stearns)", and Section 5(a)(vii)(8) is
     hereby amended by deleting the words "to (7) inclusive" and inserting lieu
     thereof "___, (3), (4) as amended, (5) or (6) as amended".

<PAGE>

(y)  The "TAX EVENT UPON MERGER" provisions of Section 5(b)(iii) will apply to
     Bear Stearns and will apply to Counterparty; provided that Bear Stearns
     shall not be entitled to designate an Early Termination Date by reason of a
     Tax Event upon Merger in respect of which it is the Affected Party.

(z)  The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not
     apply to Bear Stearns or Counterparty.

(aa) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not apply
     to Bear Stearns or to Counterparty.

(bb) Payments on Early Termination. For the purpose of Section 6(e) of this
     Agreement:

          (1)  Market Quotation will apply; and

          (2)  the Second Method will apply;

          provided that if Bear Stearns is the Defaulting Party or the sole
          Affected Party, the following provisions will apply:

               (A) Section 6(e) of this Agreement will be amended by inserting
               on the first line "or is effectively designated" after "If an
               Early Termination Date occurs";

               (B) The definition of Market Quotation in Section 14 shall be
               deleted in its entirety and replaced with the following:

                    "MARKET QUOTATION" means, with respect to one or more
                    Terminated Transactions, and a party making the
                    determination, an amount determined on the basis of Firm
                    Offers from Reference Market-makers that are Eligible
                    Replacements. Each Firm Offer will be (1) for an amount that
                    would be paid to Counterparty (expressed as a negative
                    number) or by Counterparty (expressed as a positive number)
                    in consideration of an agreement between Counterparty and
                    such Reference Market-maker to enter into a Replacement
                    Transaction and (2) made on the basis that Unpaid Amounts in
                    respect of the Terminated Transaction or group of
                    Transactions are to be excluded but, without limitation, any
                    payment or delivery that would, but for the relevant Early
                    Termination Date, have been required (assuming satisfaction
                    of each applicable condition precedent) after that Early
                    Termination Date is to be included. The party making the
                    determination (or its agent) will request each Reference
                    Market-maker to provide its Firm Offer to the extent
                    reasonably practicable as of the same day and time (without
                    regard to different time zones) on or as soon as reasonably
                    practicable after the designation or occurrence of the
                    relevant Early Termination Date. The day and time as of
                    which those Firm Offers are to be obtained will be selected
                    in good faith by the party obliged to make a determination
                    under Section 6(e), and, if each party is so obliged, after
                    consultation with the other. The Market Quotation shall be
                    the Firm Offer actually accepted by Counterparty no later
                    than the Business Day preceding the Early Termination Date.
                    If no Firm Offers are provided by the Business Day preceding
                    the Early Termination Date, it will be deemed that the
                    Market Quotation in respect of such Terminated Transaction
                    or group of Transactions cannot be determined.

<PAGE>

               (C) Counterparty shall use best efforts to accept a Firm Offer
               that would determine the Market Quotation. If more than one Firm
               Offer (which, if accepted, would determine the Market Quotation)
               is provided, Counterparty shall accept the Firm Offer (among such
               Firm Offers) which would require either (x) the lowest payment by
               the Counterparty to the Reference Market-maker, to the extent
               Counterparty would be required to make a payment to the Reference
               Market-maker or (y) the highest payment from the Reference
               Market-maker to Counterparty, to the extent the Reference
               Market-maker would be required to make a payment to the
               Counterparty. If only one Firm Offer (which, if accepted, would
               determine the Market Quotation) is provided, Counterparty shall
               accept such Firm Offer.

               (D) Upon the written request by Counterparty to Bear Stearns,
               Bear Stearns shall obtain the Market Quotations on behalf of
               Counterparty.

               (E) If the Settlement Amount is a negative number, Section
               6(e)(i)(3) of this Agreement shall be deleted in its entirety and
               replaced with the following:

                    "(3) Second Method and Market Quotation. If the Second
                    Method and Market Quotation apply, (I) Counterparty shall
                    pay to Bear Stearns an amount equal to the absolute value of
                    the Settlement Amount in respect of the Terminated
                    Transactions, (II) Counterparty shall pay to Bear Stearns
                    the Termination Currency Equivalent of the Unpaid Amounts
                    owing to Bear Stearns and (III) Bear Stearns shall pay to
                    Counterparty the Termination Currency Equivalent of the
                    Unpaid Amounts owing to Counterparty; provided, however,
                    that (x) the amounts payable under the immediately preceding
                    clauses (II) and (III) shall be subject to netting in
                    accordance with Section 2(c) of this Agreement and (y)
                    notwithstanding any other provision of this Agreement, any
                    amount payable by Bear Stearns under the immediately
                    preceding clause (III) shall not be netted-off against any
                    amount payable by Counterparty under the immediately
                    preceding clause (I)."

(cc) "TERMINATION CURRENCY" means United States Dollars.

(DD) ADDITIONAL TERMINATION EVENTS. Additional Termination Events will apply:

     (i)  If, upon the occurrence of a Swap Disclosure Event (as defined in Part
          5(l)(ii) below) Bear Stearns has not, within ten (10) calendar days
          after such Swap Disclosure Event complied with any of the provisions
          set forth in Part 5 (l) below, then an Additional Termination Event
          shall have occurred with respect to Bear Stearns, Bear Stearns shall
          be the sole Affected Party and all Transactions hereunder shall be
          Affected Transaction.

     (ii) If, without the prior written consent of Bear Stearns where such
          consent is required under the Pooling and Servicing Agreement, an
          amendment or supplemental agreement is made to the Pooling and
          Servicing Agreement which amendment or supplemental agreement could
          reasonably be expected to have a material adverse effect on the
          interests of Bear Stearns under this Agreement, an Additional
          Termination Event shall have occurred with respect to Counterparty,
          Counterparty shall be the sole Affected Party and all Transactions
          hereunder shall be Affected Transaction.

<PAGE>

     (iii) If the Supplemental Interest Trust Trustee is unable to pay, or fails
          or admits in writing its inability to pay, on any Distribution Date,
          any distributions with respect to the Class A Certificates or of the
          ultimate payment of principal with respect to the Class A
          Certificates, in either case to the extent required pursuant to the
          terms of the Pooling and Servicing Agreement to be paid to the Class A
          Certificates on such Distribution Date, then an Additional Termination
          Event shall have occurred with respect to Counterparty, Counterparty
          shall be the sole Affected Party and all Transactions hereunder shall
          be Affected Transaction. "This provision shall be applicable only with
          respect to the Transaction identified by the reference number
          FXNSC9383, and shall not apply to any other Transactions."

     (iv) (A)  If a S&P First Level Downgrade has occurred and is continuing and
               Bear Stearns fails to take any action described under Part
               (5)(f)(i)(1), within the time period specified therein, then an
               Additional Termination Event shall have occurred with respect to
               Bear Stearns, Bear Stearns shall be the sole Affected Party with
               respect to such Additional Termination Event and all Transactions
               hereunder shall be Affected Transaction.

          (C)  If a S&P Second Level Downgrade has occurred and is continuing
               and Bear Stearns fails to take any action described under Part
               (5)(f)(i)(2) within the time period specified therein, then an
               Additional Termination Event shall have occurred with respect to
               Bear Stearns, Bear Stearns shall be the sole Affected Party with
               respect to such Additional Termination Event and all Transactions
               hereunder shall be Affected Transaction.

          (C)  If (A) a Moody's Second Level Downgrade has not occurred and been
               continuing for 30 or more Local Business Days and (B) Bear
               Stearns has failed to comply with or perform any obligation to be
               complied with or performed by Bear Stearns in accordance with the
               Credit Support Annex, then an Additional Termination Event shall
               have occurred with respect to Bear Stearns and Bear Stearns shall
               be the sole Affected Party with respect to such Additional
               Termination Event.

          (D)  If (A) a Moody's Second Level Downgrade has occurred and been
               continuing for 30 or more Local Business Days and (B) either (i)
               at least one Eligible Replacement has made a Firm Offer to be the
               transferee or (ii) at least one entity that satisfies the Moody's
               Approved Ratings Threshold has made a Firm Offer to provide an
               Eligible Guaranty in respect of all of Bear Stearns' present and
               future obligations under this Agreement, then an Additional
               Termination Event shall have occurred with respect to Bear
               Stearns, Bear Stearns shall be the sole Affected Party with
               respect to such Additional Termination Event and all Transactions
               hereunder shall be Affected Transaction.

     (v)  Any of (1) the acceptance by the Securities Administrator of a bid in
          connection with an Auction pursuant to Section 9.01 of the Pooling and
          Servicing Agreement, (2) the deposit by the Servicer of the Optional
          Termination Price or the purchase by any other entity of the Mortgage
          Loans shall constitute an Additional Termination Event with
          Counterparty as the sole Affected Party with respect to such
          Additional Termination Event; provided that notwithstanding anything
          in the first sentence of Section 6(d)(ii) of this Agreement to the
          contrary, the amount calculated as being due in respect of such
          Additional Termination Event shall be payable on the Distribution Date
          upon which the final distribution is made to the Certificateholders.
          This provision shall be applicable only with respect to the
          Transaction

<PAGE>

          identified by the reference number FXNSC9383, and shall not apply to
          any other Transactions.

(p)  LIMITATION ON EVENTS OF DEFAULT. Notwithstanding the provisions of Sections
     5 and 6, if at any time and so long as Counterparty has satisfied in full
     all its payment obligations under Section 2(a)(i) in respect of each
     Transaction with the reference number FXNCC9378 (each, a "Cap Transaction")
     and has at the time no future payment obligations, whether absolute or
     contingent, under such Section in respect of such Cap Transaction, then
     unless Bear Stearns is required pursuant to appropriate proceedings to
     return to Counterparty or otherwise returns to Counterparty upon demand of
     Counterparty any portion of any such payment in respect of such Cap
     Transaction, (a) the occurrence of an event described in Section 5(a) with
     respect to Counterparty shall not constitute an Event of Default or
     Potential Event of Default with respect to Counterparty as Defaulting Party
     in respect of such Cap Transaction and (b) Bear Stearns shall be entitled
     to designate an Early Termination Date pursuant to Section 6 in respect of
     such Cap Transaction only as a result of the occurrence of a Termination
     Event set forth in either Section 5(b)(i) or 5(b)(ii) with respect to Bear
     Stearns as the Affected Party, or Section 5(b)(iii) with respect to Bear
     Stearns as the Burdened Party.

Part 2. Tax Matters.

(c)  Tax Representations.

     (i) Payer Representations. For the purpose of Section 3(e) of this
     Agreement, each of Bear Stearns and the Counterparty will make the
     following representations:

     It is not required by any applicable law, as modified by the practice of
     any relevant governmental revenue authority, of any Relevant Jurisdiction
     to make any deduction or withholding for or on account of any Tax from any
     payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this
     Agreement) to be made by it to the other party under this Agreement. In
     making this representation, it may rely on:

          (1) the accuracy of any representations made by the other party
          pursuant to Section 3(f) of this Agreement;

          (2) the satisfaction of the agreement contained in Sections 4(a)(i)
          and 4(a)(iii) of this Agreement and the accuracy and effectiveness of
          any document provided by the other party pursuant to Sections 4(a)(i)
          and 4(a)(iii) of this Agreement; and

          (3) the satisfaction of the agreement of the other party contained in
          Section 4(d) of this Agreement, provided that it shall not be a breach
          of this representation where reliance is placed on clause (ii) and the
          other party does not deliver a form or document under Section
          4(a)(iii) of this Agreement by reason of material prejudice to its
          legal or commercial position.

     (ii) Payee Representations. For the purpose of Section 3(f) of this
     Agreement, each of Bear Stearns and the Counterparty make the following
     representations.

     The following representation will apply to Bear Stearns:

          Bear Stearns is a corporation organized under the laws of the State of
          Delaware and its U.S. taxpayer identification number is 13-3866307.

<PAGE>

     The following representation will apply to the Counterparty:

          LaSalle Bank National Association represents that it is the
        Supplemental Interest Trust Trustee pursuant to the Pooling and
                              Servicing Agreement.

(d)  Tax Provisions.

     Notwithstanding the definition of "Indemnifiable Tax" in Section 14 of this
     Agreement, all Taxes in relation to payments by Bear Stearns shall be
     Indemnifiable Taxes (including any Tax imposed in respect of a Credit
     Support Document) unless (i) such Taxes are assessed directly against
     Counterparty and not by deduction or withholding by Bear Stearns or (ii)
     arise as a result of a Change in Tax Law (in which case such Tax shall be
     an Indemnifiable Tax only if such Tax satisfies the definition of
     Indemnifiable Tax provided in Section 14). In relation to payments by
     Counterparty, no Tax shall be an Indemnifiable Tax.

Part 3. AGREEMENT TO DELIVER DOCUMENTS. For the purpose of Section 4(a) of this
Agreement:

     (i)  Tax forms, documents, or certificates to be delivered are:

<TABLE>
<CAPTION>
PARTY REQUIRED TO          FORM/DOCUMENT/                DATE BY WHICH TO
DELIVER DOCUMENT            CERTIFICATE                    BE DELIVERED
-----------------   ---------------------------   ------------------------------
<S>                 <C>                           <C>
Bear Stearns        An original properly          (i) on or before the first
                    completed and executed        payment date under this
                    United States Internal        Agreement, including any
                    Revenue Service Form W-9      Credit Support Document, (ii)
                    (or any successor thereto)    promptly upon the reasonable
                    with respect to any           demand by Counterparty, (iii)
                    payments received or to be    prior to the expiration or
                    received by Bear Stearns,     obsolescence of any previously
                    that eliminates U.S.          delivered form, and (iv)
                    federal withholding and       promptly upon the information
                    backup withholding Tax on     on any such previously
                    payments to Bear Stearns      delivered form becoming
                    under this Agreement.         inaccurate or incorrect.

Counterparty        An original properly          (i) upon execution of this
                    completed and executed        Agreement, (ii) on or before
                    United States Internal        the first payment date under
                    Revenue Service Form W-9      this Agreement, including any
                    (or any successor thereto)    Credit Support Document, (iii)
                    with respect to any           promptly upon the reasonable
                    payments received or to be    demand by Bear Stearns, (iv)
                    received by Counterparty.     prior to the expiration or
                                                  obsolescence of any previously
                                                  delivered form, and (v)
                                                  promptly upon the information
                                                  on any such previously
                                                  delivered form becoming
                                                  inaccurate or incorrect.
</TABLE>

     (ii) Other documents to be delivered are:

<PAGE>

<TABLE>
<CAPTION>
PARTY REQUIRED TO          FORM/DOCUMENT/                DATE BY WHICH TO           COVERED BY SECTION
DELIVER DOCUMENT            CERTIFICATE                    BE DELIVERED            3(D) REPRESENTATION
-----------------   ---------------------------   ------------------------------   -------------------
<S>                 <C>                           <C>                              <C>
Bear Stearns and    Any documents required by     Upon the execution and                   Yes
the Counterparty    the receiving party to        delivery of this Agreement and
                    evidence the authority of     such Confirmation
                    the delivering party or its
                    Credit Support Provider, if
                    any, for it to execute and
                    deliver this Agreement, any
                    Confirmation, and any
                    Credit Support Documents to
                    which it is a party, and to
                    evidence the authority of
                    the delivering party or its
                    Credit Support Provider to
                    perform its obligations
                    under this Agreement, such
                    Confirmation and/or Credit
                    Support Document, as the
                    case may be

Bear Stearns and    A certificate of an           Upon the execution and                   Yes
the Counterparty    authorized officer of the     delivery of this Agreement and
                    party, as to the incumbency   such Confirmation
                    and authority of the
                    respective officers of the
                    party signing this
                    Agreement, any relevant
                    Credit Support Document, or
                    any Confirmation, as the
                    case may be

Bear Stearns and    An opinion of counsel of      Upon the execution and                    No
the Counterparty    such party regarding the      delivery of this Agreement
                    enforceability of this
                    Agreement in a form
                    reasonably satisfactory to
                    the other party.

Counterparty        An executed copy of the       Concurrently with filing of               No
                    Pooling and Servicing         each draft of the Pooling and
                    Agreement                     Servicing Agreement with the
                                                  U.S. Securities and Exchange
                                                  Commission
</TABLE>

<PAGE>

Part 4 Miscellaneous.

(a)  ADDRESS FOR NOTICES: For the purposes of Section 12(a) of this Agreement:

          Address for notices or communications to Bear Stearns:

               Address:   383 Madison Avenue, New York, New York 10179
               Attention: DPC Manager
               Facsimile: (212) 272-5823

          with a copy to:

               Address:   One Metrotech Center North, Brooklyn, New York 11201
               Attention: Derivative Operations - 7th Floor
               Facsimile: (212) 272-1634

          (For all purposes)

          Address for notices or communications to the Counterparty:

               Address:   LaSalle Bank National Association
                          135 South LaSalle Street - Suite 1511
                          Chicago, Illinois 60603
               Attention: Global Securities and Trust Services - MLMI 2007-HE2
               Facsimile: 312-904-1368
               Phone:     312-992-1816

          with a copy to:

               Address:   Merrill Lynch Mortgage Lending Inc.
                          4 World Financial Center
                          350 Vesey Street
                          New York, New York 10080
               Attention: Alan Chan
               Facsimile: 212-738-1110
               Phone:     212-449-1441

          (For all purposes)

(b)  Account Details and Settlement Information:

     PAYMENTS TO BEAR STEARNS:

          Citibank, N.A., New York
          ABA Number: 021-0000-89, for the account of
          Bear, Stearns Securities Corp.
          Account Number: 0925-3186, for further credit to
          Bear Stearns Financial Products Inc.
          Sub-account Number: 102-04654-1-3
          Attention: Derivatives Department

<PAGE>

     PAYMENTS TO COUNTERPARTY:

          Supplemental Interest Trust
          LaSalle Bank
          ABA Number: 017000505
          Account Number: 724605.3
          Account Name: MLM 2007-HE2
          FFC: LaSalle CHGO/CTR/BNF:/LaSalle Trust

          CAP CONTRACT ACCOUNT

          LaSalle
          ABA Number: 071000505
          Account Number: 724605.4
          Account Name: Attn: MLM12007-HE2
          FFC: LaSalle CHGO/CTR/BNF:/LaSalle Trust

(c)  PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:

          Bear Stearns appoints as its Process Agent:     Not Applicable

          The Counterparty appoints as its Process Agent: Not Applicable

(d)  OFFICES. The provisions of Section 10(a) of this Agreement will not apply
     to this Agreement; neither Bear Stearns nor the Counterparty have any
     Offices other than as set forth in the Notices Section.

(e)  MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:

          Bear Stearns is not a Multibranch Party.

          The Counterparty is not a Multibranch Party.

(f)  CREDIT SUPPORT DOCUMENT.

          Bear Stearns: The Credit Support Annex and any guaranty in support of
          Bear Stearns' obligations under this Agreement.

          Counterparty: The Credit Support Annex.

(g)  CREDIT SUPPORT PROVIDER.

          Bear Stearns: The guarantor under any guaranty in support of Bear
          Stearns' obligations under this Agreement.

          Counterparty: Not Applicable

<PAGE>

(h)  GOVERNING LAW. The parties to this Agreement hereby agree that the law of
     the State of New York shall govern their rights and duties in whole,
     without regard to the conflict of law provisions thereof other than New
     York General Obligations Law Sections 5-1401 and 5-1402.

(i)  JURISDICTION. Section 13(b) is hereby amended by: (i) deleting in the
     second line of subparagraph (i) thereof the word "non-", (ii) deleting ";
     and" from the end of subparagraph 1 and inserting "." in lieu thereof, and
     (iii) deleting the final paragraph thereof.

(j)  "AFFILIATE": Bear Stearns and Counterparty shall be deemed not to have any
     Affiliates for purposes of this Agreement, including for purposes of
     Section 6(b)(ii) of this Agreement.

(k)  NETTING OF PAYMENTS. The parties agree that subparagraph (ii) of Section
     2(c) of this Agreement will apply to each Transaction.

Part 5. OTHER PROVISIONS.

(a) Section 3 of this Agreement is hereby amended by adding at the end thereof
the following subsection (g):

     "(g) Relationship Between Parties.

          Each party represents to the other party on each date when it enters
          into a Transaction that:

          (1)  Nonreliance. (i) It is acting for its own account, (ii) it is not
               relying on any statement or representation of the other party
               regarding the Transaction (whether written or oral), other than
               the representations expressly made in this Agreement or the
               Confirmation in respect of that Transaction and (iii) it has
               consulted with its own legal, regulatory, tax, business,
               investment, financial and accounting advisors to the extent it
               has deemed necessary, (iv) it has made its own investment,
               hedging and trading decisions based upon its own judgment and
               upon any advice from such advisors as it has deemed necessary and
               not upon any view expressed by the other party, (v) it has made
               its own independent decisions to enter into the Transaction and
               as to whether the Transaction is appropriate or proper for it
               based upon its own judgment and upon advice from such advisors as
               it has deemed necessary, (vi) it is not relying on any
               communication (written or oral) of the other party as investment
               advice or as a recommendation to enter into this Transaction; it
               being understood that information and explanations related to the
               terms and conditions of this Transaction shall not be considered
               investment advice or a recommendation to enter into this
               Transaction and (vii) it has not received from the other party
               any assurance or guaranty as to the expected results of this
               Transaction.

          (2)  Evaluation and Understanding.

               (i)  It has the capacity to evaluate (internally or through
                    independent professional advice) the Transaction and has
                    made its own decision to enter into the Transaction; and

               (ii) It understands the terms, conditions and risks of the
                    Transaction and is willing and able to accept those terms
                    and conditions and to assume those risks, financially and
                    otherwise.

<PAGE>

          (3)  Purpose. It is entering into the Transaction for the purposes of
               managing its borrowings or investments, hedging its underlying
               assets or liabilities or in connection with a line of business.

          (4)  Status of Parties. The other party is not acting as an agent,
               fiduciary or advisor for it in respect of the Transaction.

          (5)  Eligible Contract Participant. It constitutes an "eligible
               contract participant" as such term is defined in Section 1(a)12
               of the Commodity Exchange Act, as amended.

          (6)  Line of Business. It has entered into this Agreement (including
               each Transaction governed hereby) in conjunction with its line of
               business or the financing of its business."

(b) NON-RECOURSE. Notwithstanding any provision herein or in this Agreement to
the contrary, the obligations of Counterparty hereunder are limited recourse
obligations of Counterparty, payable solely from the Cap Contract and Swap
Account and the proceeds thereof, in accordance with the terms of the Pooling
and Servicing Agreement. In the event that the Cap Contract and Swap Account and
proceeds thereof should be insufficient to satisfy all claims outstanding and
following the realization of the Cap Contract and Swap Account and the proceeds
thereof, any claims against or obligations of Counterparty under this Agreement
or any other confirmation thereunder still outstanding shall be extinguished and
thereafter not revive. The Supplemental Interest Trust Trustee shall not have
liability for any failure or delay in making a payment hereunder to Bear Stearns
due to any failure or delay in receiving amounts in the Cap Contract and Swap
Account from the Trust created pursuant to the Pooling and Servicing Agreement.

(c) SEVERABILITY. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall be
held to be invalid or unenforceable (in whole or in part) for any reason, the
remaining terms, provisions, covenants, and conditions hereof shall continue in
full force and effect as if this Agreement had been executed with the invalid or
unenforceable portion eliminated, so long as this Agreement as so modified
continues to express, without material change, the original intentions of the
parties as to the subject matter of this Agreement and the deletion of such
portion of this Agreement will not substantially impair the respective benefits
or expectations of the parties.

The parties shall endeavor to engage in good faith negotiations to replace any
invalid or unenforceable term, provision, covenant or condition with a valid or
enforceable term, provision, covenant or condition, the economic effect of which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.

(d) CONSENT TO RECORDING. Each party hereto consents to the monitoring or
recording, at any time and from time to time, by the other party of any and all
communications between officers or employees of the parties, waives any further
notice of such monitoring or recording, and agrees to notify its officers and
employees of such monitoring or recording.

(e) WAIVER OF JURY TRIAL. Each party waives any right it may have to a trial by
jury in respect of any Proceedings relating to this Agreement or any Credit
Support Document.

(f) RATING AGENCY DOWNGRADE.

     (i)  S&P Downgrade:

          (1)  In the event that a S&P First Level Downgrade occurs and is
               continuing, then within 30 days after such rating downgrade, Bear
               Stearns shall, subject to the Rating Agency Condition with

<PAGE>

               respect to S&P, at its own expense, either (i) procure a
               Permitted Transfer, (ii) obtain an Eligible Guaranty or (iii)
               post collateral in accordance with the Credit Support Annex.

          (2)  In the event that a S&P Second Level Downgrade occurs and is
               continuing, then within 10 Local Business Days after such rating
               withdrawal or downgrade, Bear Stearns shall, subject to the
               Rating Agency Condition with respect to S&P, at its own expense,
               either (i) procure a Permitted Transfer or (ii) obtain an
               Eligible Guaranty.

     (ii) Moody's Downgrade.

          (1)  In the event that a Moody's Second Level Downgrade occurs and is
               continuing, Bear Stearns shall as soon as reasonably practicable
               thereafter, at its own expense and using commercially reasonable
               efforts, either (i) procure a Permitted Transfer or (ii) obtain
               an Eligible Guaranty.

(g) PAYMENT INSTRUCTIONS. Bear Stearns hereby agrees that, unless notified in
writing by the Supplemental Interest Trust Trustee Swap Administrator of other
payment instructions, any and all amounts payable by Bear Stearns to the
Counterparty under this Agreement shall be paid to the Supplemental Interest
Trust Trustee Swap Administrator at the account or accounts specified herein.

(h) AMENDMENT.. No amendment, waiver, supplement or other modification of this
Transaction shall be permitted by either party unless (i) each of S&P and
Moody's have been provided notice of the same and (ii) such amendment, waiver,
supplement, assignment or other modification satisfies the Rating Agency
Condition.

(i) TRANSFER.

     (i)  The first paragraph of Section 7 is hereby amended in its entirety as
          follows:

          "Subject to Section 6(b)(ii), Part 5(f) and Part 5(j), neither this
          Agreement nor any interest or obligation in or under this Agreement
          may be transferred (whether by way of security or otherwise) without
          (a) the prior written consent of the other party (which consent shall
          be deemed given by Counterparty if the transfer, novation or
          assignment is to an Eligible Replacement) and (b) satisfaction of the
          Rating Agency Condition with respect to S&P, except that:"

     (ii) If an entity has made a Firm Offer (which remains an offer that will
          become legally binding upon acceptance by Counterparty) to be the
          transferee of a transfer, Counterparty shall, at Bear Stearns' written
          request and at Bear Stearns' expense, take any reasonable steps
          required to be taken by Counterparty to effect such transfer.

(j) TRANSFER TO AVOID TERMINATION EVENT. Section 6(b)(ii) is hereby amended by
(i) deleting the words "or if a Tax Event Upon Merger occurs and the Burdened
Party is the Affected Party," and (ii) deleting the last paragraph thereof and
inserting the following:

     "Notwithstanding anything to the contrary in Section 7 (as amended herein)
     and Part 5(i), any transfer by Bear Stearns under this Section 6(b)(ii)
     shall not require the consent of Counterparty; provided that:

     (i)  the transferee (the "Transferee") is an Eligible Replacement;

     (ii) if the Transferee is domiciled in a different country or political
          subdivision thereof from both Bear Stearns and Counterparty, such
          transfer satisfies the Rating Agency Condition;

<PAGE>

     (iii) the Transferee will not, as a result of such transfer, be required on
          the next succeeding Scheduled Payment Date to withhold or deduct on
          account of any Tax (except in respect of default interest) amounts in
          excess of that which Bear Stearns would, on the next succeeding
          Scheduled Payment Date have been required to so withhold or deduct
          unless the Transferee would be required to make additional payments
          pursuant to Section 2(d) (i)(4) corresponding to such excess;

     (iv) a Termination Event or Event of Default does not occur as a result of
          such transfer; and

     (v)  the Transferee confirms in writing that it will accept all of the
          interests and obligations in and under this Agreement which are to be
          transferred to it in accordance with the terms of this provision.

     On and from the effective date of any such transfer to the Transferee, Bear
     Stearns will be fully released from any and all obligations hereunder."

(k) PROCEEDINGS. Bear Stearns shall not institute against or cause any other
person to institute against, or join any other person in instituting against,
the Supplemental Interest Trust Trustee or the Supplemental Interest Trust or
the trust created pursuant to the Pooling and Servicing Agreement, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any federal or state bankruptcy, dissolution or
similar law, for a period of one year and one day (or, if longer, the applicable
preference period) following indefeasible payment in full of the Certificates
(the "Certificates").

(l) COMPLIANCE WITH REGULATION AB.

     (i)  Bear Stearns agrees and acknowledges that Merrill Lynch Mortgage
          Investors, Inc. (the "DEPOSITOR") is required under Regulation AB as
          defined under the Pooling and Servicing Agreement, to disclose certain
          financial information regarding Bear Stearns or its group of
          affiliated entities, if applicable, depending on the aggregate
          "significance percentage" of this Agreement and any other derivative
          contracts between Bear Stearns or its group of affiliated entities, if
          applicable, and Counterparty, as calculated from time to time in
          accordance with Item 1115 of Regulation AB.

     (ii) It shall be a swap disclosure event ("SWAP DISCLOSURE EVENT") if, on
          any Business Day after the date hereof, the Depositor requests from
          Bear Stearns the applicable financial information described in Item
          1115 of Regulation AB (such request to be based on a reasonable
          determination by Depositor, in good faith, that such information is
          required under Regulation AB) (the "SWAP FINANCIAL DISCLOSURE").

     (iii) Upon the occurrence of a Swap Disclosure Event, Bear Stearns, within
          10 calendar days, at its own expense, shall (1)(a) either (i) provide
          to Depositor the current Swap Financial Disclosure in an
          EDGAR-compatible format (for example, such information may be provided
          in Microsoft Word(R) or Microsoft Excel(R) format but not in .pdf
          format) or (ii) provide written consent to Depositor to incorporation
          by reference of such current Swap Financial Disclosure that are filed
          with the Securities and Exchange Commission in the reports of the
          Trust filed pursuant to the Exchange Act, (b) if applicable, cause its
          outside accounting firm to provide its consent to filing or
          incorporation by reference of such accounting firm's report relating
          to their audits of such current Swap Financial Disclosure in the
          Exchange Act Reports of the Depositor, and (c) provide to the
          Depositor any updated Swap Financial Disclosure with respect to Bear
          Stearns or any entity that consolidates Bear Stearns within five days
          of the release of any such updated Swap Financial Disclosure; (2)
          secure another entity to replace Bear Stearns as party, by way of
          Permitted Transfer, to this Agreement on terms substantially similar
          to this Agreement, which entity (or a guarantor therefor) meets or
          exceeds

<PAGE>

          the Moody's Approved Ratings Thresholds and S&P Approved Ratings
          Threshold and which satisfies the Rating Agency Condition and which
          entity is able to comply with the requirements of Item 1115 of
          Regulation AB, or (3) obtain a guaranty of Bear Stearns' obligations
          under this Agreement from an affiliate of Bear Stearns that is able to
          comply with the financial information disclosure requirements of Item
          1115 of Regulation AB, and cause such affiliate to provide Swap
          Financial Disclosure and any future Swap Financial Disclosure, such
          that disclosure provided in respect of such affiliate will satisfy any
          disclosure requirements applicable to the Swap Provider.

     (iv) Bear Stearns agrees that, in the event that Bear Stearns provides Swap
          Financial Disclosure to Depositor in accordance with Part 5(l)(iii)(1)
          or causes its affiliate to provide Swap Financial Disclosure to
          Depositor in accordance with clause Part 5(l)(iii)(3), it will
          indemnify and hold harmless Depositor, its respective directors or
          officers and any person controlling Depositor, from and against any
          and all losses, claims, damages and liabilities caused by any untrue
          statement or alleged untrue statement of a material fact contained in
          such Swap Financial Disclosure or caused by any omission or alleged
          omission to state in such Swap Financial Disclosure a material fact
          required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading.

     (v)  If the Depositor or the Trustee reasonably requests, Bear Stearns
          shall provide such other information as may be necessary for the
          Depositor to comply with Item 1115 of Regulation AB.

     (vi) Each of the Depositor and the Trustee shall be an express third party
          beneficiary of this Agreement as if a party hereto to the extent of
          the Depositor's and the Trustee's rights explicitly specified in this
          Part 5(l).

(m) SUPPLEMENTAL INTEREST TRUST TRUSTEE LIABILITY LIMITATIONS. It is expressly
understood and agreed by the parties hereto that:

     (i)  this Agreement is executed and delivered by LaSalle Bank National
          Association ("LaSalle"), not individually or personally but solely as
          the Supplemental Interest Trust Trustee on behaflf of the Supplemental
          Interest Trust with respect to Merrill Lynch Mortgage Investors Trust
          Series 2007-HE2;

     (ii) each of the representations, undertakings and agreements herein made
          on the part of the Counterparty is made and intended not as a personal
          representation, undertaking or agreement of LaSalle but is made and
          intended for the purpose of binding only the Counterparty;

     (iii) nothing herein contained shall be construed as imposing any liability
          upon LaSalle, individually or personally, to perform any covenant
          either expressed or implied contained herein, all such liability, if
          any, being expressly waived by the parties hereto and by any Person
          claiming by, through or under the parties hereto; provided that
          nothing in this paragraph shall relieve the Supplemental Interest
          Trust Trustee from performing its duties and obligations under the
          Pooling and Servicing Agreement in accordance with the standard of
          care set forth therein;

     (iv) under no circumstances shall Supplemental Interest Trust Trustee be
          personally liable for the payment of any indebtedness or expenses of
          the Counterparty or be liable for the breach or failure of any
          obligation, representation, warranty or covenant made or undertaken by
          the Counterparty under this Agreement or any other related documents,
          other than due to its negligence or willful misconduct in performing
          the obligations of the Supplemental Interest Trust Trustee under the
          Pooling and Servicing Agreement;

<PAGE>

     (v)  any resignation or removal of the Supplemental Interest Trust Trustee
          on behalf of the Supplemental Interest Trust with respect to Merrill
          Lynch Mortgage Investors Trust Series 2007-HE2 shall require the
          assignment of this agreement to an eligible Supplemental Interest
          Trust Trustee replacement;

     (vi) The Supplement al Interest Trust Trustee has been directed, pursuant
          to the Pooling and Servicing Agreement, to enter into this Agreement
          and to perform its obligations hereunder.

(n) SUBSTANTIAL FINANCIAL TRANSACTION. Each party hereto is hereby advised and
acknowledges that the other party has engaged in (or refrained from engaging in)
substantial financial transactions and has taken (or refrained from taking)
other material actions in reliance upon the entry by the parties into the
Transaction being entered into on the terms and conditions set forth herein and
in the Confirmation relating to such Transaction, as applicable. This paragraph
shall be deemed repeated on the trade date of each Transaction.

(o) SET-OFF. Except as expressly provided for in Section 2(c), Section 6 or Part
1(m)(E) hereof, and notwithstanding any other provision of this Agreement or any
other existing or future agreement, each party irrevocably waives any and all
rights it may have to set off, net, recoup or otherwise withhold or suspend or
condition payment or performance of any obligation between it and the other
party hereunder against any obligation between it and the other party under any
other agreements. Section 6(e) shall be amended by deleting the following
sentence: "The amount, if any, payable in respect of an Early Termination Date
and determined pursuant to this Section will be subject to any Set-off."

(p) COUNTERPARTS. This Agreement may be executed in several counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.

(q) ADDITIONAL DEFINED TERMS.

     (i)  Capitalized terms used but nor defined herein shall have the meanings
          ascribed to such terms in the Pooling and Servicing Agreement.

     (ii) Additional Definitions:

          "ELIGIBLE GUARANTY" means an unconditional and irrevocable guaranty of
all present and future payment obligations and obligations to post collateral of
Bear Stearns or an Eligible Replacement to Counterparty under this Agreement
that is provided by an Eligible Guarantor as principal debtor rather than surety
and that is directly enforceable by Counterparty, the form and substance of
which guaranty are subject to the Rating Agency Condition with respect to S&P.

          "ELIGIBLE GUARANTOR" means an entity that has credit ratings at least
equal to the Moody's Required Ratings Threshold and S&P Approved Ratings
Threshold.

<PAGE>

          "ELIGIBLE REPLACEMENT" means an entity that either (i) satisfies the
S&P Approved Ratings Threshold and the Moody's Required Ratings Threshold or
(ii) provides an Eligible Guaranty from an Eligible Guarantor.

     "FIRM OFFER" means an offer which, when made, is capable of becoming
     legally binding upon acceptance.

          "MOODY'S" means Moody's Investors Service, Inc., or any successor.

          "MOODY'S APPROVED RATINGS THRESHOLD" means, with respect to (i) Bear
Stearns, a Moody's counterparty rating of "A1" or above and (ii) with respect to
any other entity (or its guarantor), (x) if such entity has both a long-term
unsecured and unsubordinated debt rating or counterparty rating from Moody's and
a short-term unsecured and unsubordinated debt rating from Moody's, a long-term
unsecured and unsubordinated debt rating or counterparty rating from Moody's of
"A2" or above and a short-term unsecured and unsubordinated debt rating from
Moody's of "Prime-1" or above, or (y) if such entity has only a long-term
unsecured and unsubordinated debt rating or counterparty rating from Moody's, a
long-term unsecured and unsubordinated debt rating or counterparty rating from
Moody's of "A1" or above.

     "MOODY'S FIRST LEVEL DOWNGRADE" means that no Relevant Entity satisfies the
     Moody's Approved Rating Threshold.

          "MOODY'S REQUIRED RATINGS THRESHOLD" means, with respect to (i) Bear
Stearns, a counterparty rating of "A3" or above and (ii) with respect to any
other entity (or its guarantor), (x) if such entity has both a long-term
unsecured and unsubordinated debt rating or counterparty rating from Moody's and
a short-term unsecured and unsubordinated debt rating from Moody's, a long-term
unsecured and unsubordinated debt rating or counterparty rating from Moody's of
"A3" or above or a short-term unsecured and unsubordinated debt rating from
Moody's of "Prime-2" or above, or (y) if such entity has only a long-term
unsecured and unsubordinated debt rating or counterparty rating from Moody's, a
long-term unsecured and unsubordinated debt rating or counterparty rating from
Moody's of "A3" or above.

<PAGE>

     "MOODY'S SECOND LEVEL DOWNGRADE" means that no Relevant Entity satisfies
     the Moody's Required Ratings Threshold.

     "PERMITTED TRANSFER" means a transfer by novation by Bear Stearns to an
     entity (the "TRANSFEREE") of all, but not less than all, of Bear Stearns'
     rights, liabilities, duties and obligations under this Agreement, with
     respect to which transfer each of the following conditions is satisfied:
     (a) the Transferee is an Eligible Replacement that is a recognized dealer
     in interest rate swaps organized under the laws of the United States of
     America or a jurisdiction located in the United States of America (or
     another jurisdiction reasonably acceptable to Counterparty), (b) an Event
     of Default or Termination Event would not occur as a result of such
     transfer, (c) pursuant to a written instrument (the "TRANSFER AGREEMENT"),
     the Transferee acquires and assumes all rights and obligations of Bear
     Stearns under the Agreement and the relevant Transaction, (d) Bear Stearns
     will be responsible for any costs or expenses incurred in connection with
     such transfer (including any replacement cost of entering into a
     replacement transaction); (e) either (A) Moody's has been given prior
     written notice of such transfer and the Rating Agency Condition is
     satisfied with respect to S&P or (B) each Rating Agency has been given
     prior written notice of such transfer and such transfer is in connection
     with the assignment and assumption of this Agreement without modification
     of its terms, other than party names, dates relevant to the effective date
     of such transfer, tax representations and any other representations
     regarding the status of the substitute counterparty, notice information and
     account details and other similar provisions; and (f) such transfer
     otherwise complies with the terms of the Pooling and Servicing Agreement.

     "RATING AGENCY" means each of Moody's and S&P.

     "RATING AGENCY CONDITION" means, with respect to any particular proposed
     act or omission to act hereunder that the party acting or failing to act
     must consult with each Rating Agency then providing a rating of the
     Certificates and receive from each such Rating Agency a prior written
     confirmation that the proposed action or inaction would not cause a
     downgrade or withdrawal of its then-current rating of the Certificates.

     "RELEVANT ENTITY" means Bear Stearns and any Eligible Guarantor under an
     Eligible Guaranty with respect to Bear Stearns.

          "REPLACEMENT TRANSACTION" means, with respect to any Terminated
Transaction or group of Terminated Transactions, a transaction or group of
transactions that (i) would have the effect of preserving for Counterparty the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in respect
of such Terminated Transaction or group of Terminated Transactions that would,
but for the occurrence of the relevant Early Termination Date, have been
required after that Date, and (ii) has terms which are substantially the same as
this Agreement, including, without limitation, rating triggers, Regulation AB
compliance, and credit support documentation, as determined by Counterparty in
its sole discretion, acting in a commercially reasonable manner.

<PAGE>

     "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies,
     Inc.

     "S&P APPROVED RATINGS THRESHOLD" means with respect to (i) Bear Stearns, a
     counterparty rating of "A+" or above and (ii) with respect to any other
     entity (or its guarantor), a short-term unsecured and unsubordinated debt
     rating from S&P of "A-1" or above, or, if such entity does not have a
     short-term unsecured and unsubordinated debt rating from S&P, a long-term
     unsecured and unsubordinated debt rating from S&P of "A+ or above.

     "S&P FIRST LEVEL DOWNGRADE" means that no Relevant Entity satisfies the S&P
     Approved Rating Threshold.

     "S&P REQUIRED RATINGS THRESHOLD" means with respect to (i) Bear Stearns, a
     counterparty rating of "BBB" or above and (ii) with respect to any other
     entity (or its guarantor), a long-term unsecured and unsubordinated debt
     rating from S&P of "BBB-" or above.

     "S&P SECOND LEVEL DOWNGRADE" means that no Relevant Entity satisfies the
     S&P Required Rating Thresholds.

(r) AGENT FOR COUNTERPARTY. Bear Stearns acknowledges that Counterparty has
appointed the Supplemental Interest Trust Trustee as its agent under Pooling and
Servicing Agreement to carry out certain functions on behalf of Counterparty,
and that the Supplemental Interest Trust Trustee shall be entitled to give
notices and to perform and satisfy the obligations of Counterparty hereunder on
behalf of Counterparty.

(s) RATING AGENCY NOTIFICATIONS. Except as otherwise provided herein, no Early
Termination Date shall be effectively designated hereunder shall be made by
either party unless each Rating Agency has been given prior written notice of
such designation.

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Schedule by their duly
authorized officers as of the date hereof.

                                        BEAR STEARNS FINANCIAL PRODUCTS INC.


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


                                        LASALLE BANK NATIONAL ASSOCIATION, NOT
                                        IN ITS INDIVIDUAL CAPACITY, BUT SOLELY
                                        AS SUPPLEMENTAL INTEREST TRUST TRUSTEE
                                        ON BEHALF OF THE SUPPLEMENTAL INTEREST
                                        TRUST RELATING TO THE MERRILL LYNCH
                                        MORTGAGE INVESTORS TRUST, SERIES
                                        2007-HE2


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

III. UNILATERAL CSA SCHEDULE(7)

Pledgor: BEAR STEARNS FINANCIAL PRODUCTS INC. (the "Pledgor")

Secured Party: LASALLE BANK NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL
CAPACITY, BUT SOLELY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE
SUPPLEMENTAL INTEREST TRUST RELATING TO THE MERRILL LYNCH MORTGAGE INVESTORS
TRUST, SERIES 2007-HE2 (the "Secured Party")

PARAGRAPH 13. ELECTIONS AND VARIABLES

(a)  SECURITY INTEREST FOR "OBLIGATIONS". The term "Obligations" as used in this
     Annex includes no "additional obligations" within the meaning of Paragraph
     12.

(b)  CREDIT SUPPORT OBLIGATIONS.

     (i)  DELIVERY AMOUNT, RETURN AMOUNT AND CREDIT SUPPORT AMOUNT.

          (1) DELIVERY AMOUNT. Paragraph 3(a) shall be amended by replacing the
          words "upon a demand made by the Secured Party on or promptly
          following a Valuation Date" with the words "on each Valuation Date".
          The "DELIVERY AMOUNT" with respect to Pledgor for any Valuation Date
          shall equal the greatest of:

               (A) the amount by which the S&P Collateral Amount exceeds the S&P
               Value on such Valuation Date of all Posted Credit Support held by
               the Secured Party;

               (B) the amount by which the Moody's First Level Collateral Amount
               exceeds the Moody's First Level Value on such Valuation Date of
               all Posted Credit Support held by the Secured Party.

               (C) the amount by which the Moody's Second Level Collateral
               Amount exceeds the Moody's Second Level Value on such Valuation
               Date of all Posted Credit Support held by the Secured Party.

          (2) "RETURN AMOUNT" applicable to Secured Party for any Valuation Date
          shall equal the least of:

               (A) the amount by which the S&P Value on such Valuation Date of
               all Posted Credit Support held by the Secured Party exceeds the
               S&P Collateral Amount;

----------
(7)  If currency hedge, update Moody's Collateral Amounts and Valuation
     Percentages

       Copyright (C) 1992 by International Swap Dealers Association, Inc.
<PAGE>

               (B) the amount by which the Moody's First Level Value on such
               Valuation Date of all Posted Credit Support held by the Secured
               Party exceeds the Moody's First Level Collateral Amount.

               (C) the amount by which the Moody's Second Level Value on such
               Valuation Date of all Posted Credit Support held by the Secured
               Party exceeds the Moody's Second Level Collateral Amount.

          (3)  "CREDIT SUPPORT AMOUNT" shall be deleted in its entirety.

     (ii) ELIGIBLE COLLATERAL. The items set forth on the Collateral Schedule
          attached as Schedule A hereto will qualify as "ELIGIBLE COLLATERAL"
          for the party specified.

     (iii) OTHER ELIGIBLE SUPPORT. None

     (iv) THRESHOLDS.

          (I)  "INDEPENDENT AMOUNT" means:
               Pledgor: Not applicable.
               Secured Party: Not applicable.

          (J)  "THRESHOLD" means:
               Pledgor: Not applicable.
               Secured Party: Not applicable.

          (K)  "MINIMUM TRANSFER AMOUNT" means USD100,000; provided, that if the
               aggregate Certificate Principal Balance of the Certificates rated
               by S&P is less than USD 50,000,000, the "Minimum Transfer Amount"
               shall mean USD 50,000.

          (L)  ROUNDING. The Delivery Amount will be rounded up and the Return
               Amount will be rounded down to the nearest integral multiple of
               USD 10,000.

(c)  VALUATION AND TIMING.

(i)  "VALUATION AGENT" means Pledgor.

(ii) "VALUATION DATE" means each Local Business Day(8).

(iii) "VALUATION TIME" means the close of business on the Local Business Day in
     the city where the Valuation Agent is located immediately preceding the
     Valuation Date or date of calculation, as applicable; provided that the
     calculations of Value and Exposure will be made as of approximately the
     same time on the same date.

(iv) "NOTIFICATION TIME" means 11:00 A.M. (New York time).

----------
(8)  If not daily valuations, changes are required in the collateral amounts and
     valuation percentages


                                       Q-2

<PAGE>

(v)  TRANSFER TIMING AND CALCULATIONS. Paragraphs 4(b) and 4(c) are hereby
     amended and restated in entirety as set forth below.

          "(b) TRANSFER TIMING. Subject to Paragraphs 4(a) and 5 and unless
          otherwise specified, if a demand for the Transfer of Eligible Credit
          Support or Posted Credit Support is made by the Notification Time,
          then the relevant Transfer will be made not later than the close of
          business on the Valuation Date; if a demand is made after the
          Notification Time, then the relevant Transfer will be made not later
          than the close of business on the next Local Business Day thereafter.

          (c) CALCULATIONS. All calculations of Value and Exposure for purposes
          of Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the
          Valuation Time. The Valuation Agent will notify each party (or the
          other party, if the Valuation Agent is a party) of its calculations
          not later than the Notification Time on the applicable Valuation Date
          (or in the case of Paragraph 6(d), the Local Business Day following
          the day on which such relevant calculations are performed)."

(F)  CONDITIONS PRECEDENT. There shall be no "Specified Condition" with respect
     to either party for purposes of this Annex.

(e)  SUBSTITUTION

     (i)  "SUBSTITUTION DATE" means (A) the Local Business Day on which the
          Secured Party receives the Substitute Credit Support, if notice of
          substitution is received by the Notification Time on such date, and
          (B) the Local Business Day following the date on which the Secured
          Party receives the Substitute Credit Support, if notice of
          substitution is received after the Notification Time.

     (ii) CONSENT OF SECURED PARTY FOR SUBSTITUTION. Inapplicable.

     (iii) AMENDMENT OF PARAGRAPH 4(D)(II). Paragraph 4(d)(ii) is amended and
          restated in its entirety as set forth below:

          "(ii) subject to Paragraph 4(a) of this Annex, the Secured Party will
               Transfer the items of Posted Credit Support specified by the
               Pledgor in its notice not later than the close of business on the
               Substitution Date, provided, however, that if the Secured Party
               shall not have received the Substitute Credit Support prior to
               1:00 P.M. (New York time) on the Substitution Date, then the
               Secured Party shall Transfer the applicable items of Posted
               Credit Support not later than the close of business on the Local
               Business Day immediately following the day on which the Secured
               Party receives the Substitute Credit Support. Notwithstanding the
               foregoing, the Secured Party will only be obligated to Transfer
               Posted Credit Support with a Value as of the Substitution Date
               equal to the Value of the Substitute Credit Support delivered by
               the Pledgor in exchange therefor."

(f) DISPUTE RESOLUTION.


                                       Q-3

<PAGE>

(i)  "RESOLUTION TIME" means 12:00 noon, New York time, on the Local Business
     Day for both parties following the date the Disputing Party gives notice of
     a dispute pursuant to Paragraph 5.

(ii) VALUE. For the purpose of Paragraphs 5(i)(C) and 5(ii), disputes over the
     Value of Posted Credit Support will be resolved by the Valuation Agent
     seeking bid-side quotations as of the relevant Recalculation Date or date
     of Transfer, as applicable, from three parties that regularly act as
     dealers in the securities in question. The Value will be the arithmetic
     mean of the quotations obtained by the Valuation Agent, multiplied by the
     applicable Valuation Percentage, if any. If no quotations are available for
     a particular security, then the Valuation Agent's original calculation of
     Value thereof will be used for that security.

(iii) ALTERNATIVE. Subject to item (iv) below, the provisions of Paragraph 5
     will apply.

(iv) MODIFICATION OF PARAGRAPH 5. The introductory paragraph of Paragraph 5
     shall be amended and restated to read in its entirety as follows:

          "If a party (a 'Disputing Party') disputes (I) the Valuation Agent's
          calculation of a Delivery Amount or a Return Amount or (II) the Value
          of any Transfer of Eligible Credit Support or Posted Credit Support,
          then:

          (A) the Disputing Party will (x) notify the other party and, if
          applicable, the Valuation Agent of the amount it is disputing, (y)
          indicate what it believes the correct amount to be and (z) provide a
          statement showing, in reasonable detail, how it arrived at such amount
          and the appropriate party will deliver the undisputed amount to the
          other party not later than (i) (a) the close of business on the
          Valuation Date, if the demand made under Paragraph 3 in the case of
          (I) above is made by the Notification Time, or (b) the close of
          business of the Local Business Day following the date on which the
          demand is made under Paragraph 3 in the case of (I) above, if such
          demand is made after the Notification Time, or (ii) the close of
          business of the date of Transfer, in the case of (II) above;

          (B) the parties will consult with each other and provide such
          information as the other party shall reasonably request in an attempt
          to resolve the dispute; and

          (C) if they fail to resolve the dispute by the Resolution Time, then:"

(g)  HOLDING AND USING POSTED COLLATERAL.

(i)  ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS.

     (1) The Secured Party and its Custodian (if any) will be entitled to hold
     Posted Collateral pursuant to Paragraph 6(b), provided that the following
     conditions applicable to it are satisfied:

          (A) it is not a Defaulting Party;


                                       Q-4

<PAGE>

          (B) Posted Collateral consisting of Cash or certificated securities
          that cannot be paid or delivered by book-entry may be held only in any
          state of the United States which has adopted the Uniform Commercial
          Code;

          (C) the short-term rating of any Custodian shall be at least "A-1" by
          S&P

     (2) There shall be no Custodian for Pledgor.

(ii) USE OF POSTED COLLATERAL. The provisions of Paragraph 6(c) will not apply
     to Secured Party and Secured Party will not have any right to use the
     Posted Collateral or take any action specified in Paragraph 6(c).

(h)  DISTRIBUTIONS AND INTEREST AMOUNT.

     (i)  INTEREST RATE. The "INTEREST RATE" will be the "Federal Funds
          (Effective)" rate as such rate is displayed on Telerate page 118 for
          such day under the caption "Effective".

     (ii) AMENDMENT OF PARAGRAPH 6(D)(I) - DISTRIBUTIONS. Clause (d)(i) of
          Paragraph 6 shall be amended and restated to read in its entirety as
          follows:

     1.   "(I) DISTRIBUTIONS. SUBJECT TO PARAGRAPH 4(A), IF PARTY B RECEIVES
          DISTRIBUTIONS ON A LOCAL BUSINESS DAY, IT WILL TRANSFER TO PARTY A NOT
          LATER THAN THE FOLLOWING LOCAL BUSINESS DAY ANY DISTRIBUTIONS IT
          RECEIVES TO THE EXTENT THAT A DELIVERY AMOUNT WOULD NOT BE CREATED OR
          INCREASED BY THAT TRANSFER, AS CALCULATED BY THE VALUATION AGENT (AND
          THE DATE OF CALCULATION WILL BE DEEMED TO BE A VALUATION DATE FOR THIS
          PURPOSE). "

     (iii) AMENDMENT OF PARAGRAPH 6(D)(II) - INTEREST AMOUNT. Clause (d)(ii) of
          Paragraph 6 shall be amended and restated to read in its entirety as
          follows:

          "(ii) INTEREST AMOUNT. In lieu of any interest, dividends or other
          amounts paid with respect to Posted Collateral in the form of Cash
          (all of which may be retained by the Secured Party), the Secured Party
          will Transfer to the Pledgor on the 20th day of each calendar month
          (or if such day is not a Local Business Day, the next Local Business
          Day) the Interest Amount. Any Interest Amount or portion thereof not
          Transferred pursuant to this Paragraph will constitute Posted
          Collateral in the form of Cash and will be subject to the security
          interest granted under Paragraph 2. For purposes of calculating the
          Interest Amount the amount of interest calculated for each day of the
          interest period shall be compounded monthly." Secured Party shall not
          be obligated to transfer any Interest Amount unless and until it has
          received such amount.

(i)  DEMANDS AND NOTICES.

     All demands, specifications and notices under this Annex will be made
     pursuant to the Notices Section of this Agreement.


                                       Q-5

<PAGE>

(j)  ADDRESSES FOR TRANSFERS.

     Pledgor: To be provided in writing by Pledgor to Secured Party.

     Secured Party: LaSalle Bank National Association
                    135 South LaSalle Street - Suite 1511
                    Chicago, Illinois 60603
                    Attention: Global Securities and Trust Services - MLMI
                    2007-HE2
                    Fax No. 312-904 1368
                    Phone No. 312-992-1816

(k)  OTHER PROVISION(S).

     (i)  AMENDMENT OF PARAGRAPH 7 - EVENTS OF DEFAULT. Clause (iii) of
          Paragraph 7 shall not apply to Secured Party.

     (ii) NON-RELIANCE. Notwithstanding the obligations of the Secured Party
          under Paragraph 6(a), and without limiting the generality of the final
          sentence of Paragraph 6(a), each party, as Pledgor, acknowledges that
          it has the means to monitor all matters relating to all valuations,
          payments, defaults and rights with respect to Posted Collateral
          without the need to rely on the other party, in its capacity as
          Secured Party, and that, given the provisions of this Annex on
          substitution, responsibility for the preservation of the rights of the
          Pledgor with respect to all such matters is reasonably allocated
          hereby to the Pledgor.

     (xvii) AGREEMENT AS TO SINGLE SECURED PARTY AND PLEDGOR. Each of Pledgor
          and Secured Party agree that, notwithstanding anything to the contrary
          in the recital to this Annex, Paragraph 1(b) or Paragraph 2 or the
          definitions in Paragraph 12, (a) the term "Secured Party" as used in
          this Annex means only Secured Party, (b) the term "Pledgor" as used in
          this Annex means only Pledgor, (c) only Pledgor makes the pledge and
          grant in Paragraph 2, the acknowledgement in the final sentence of
          Paragraph 8(a) and the representations in Paragraph 9 and (d) only
          Pledgor will be required to make Transfers of Eligible Credit Support
          hereunder.

     (xviii) SUPPLEMENTAL INTEREST TRUST TRUSTEE. The Trustee is hereby
          authorized to (i) make demands on behalf of the Secured Party pursuant
          to Paragraph 3 hereunder and (ii) provide notice on behalf of the
          Secured Party pursuant to Paragraph 7 hereunder.

     (xix) COLLATERAL ACCOUNT. Secured Party shall at all times maintain all
          Posted Collateral in a segregated trust account.

     (xx) EXTERNAL CALCULATIONS. At any time at which Pledgor (or, to the extent
          applicable, its Credit Support Provider) does not have a long-term
          unsubordinated and unsecured debt rating of at least "BBB+" from S&P,
          the Valuation Agent shall (at its own expense) obtain external
          calculations of the Secured Party's Exposure from at least two
          Reference Market-makers on the last Local Business Day of each
          calendar month. Any determination of the S&P Collateral Amount shall
          be based on the greatest of the Secured Party's Exposure determined by
          the Valuation Agent and such Reference Market-makers. Such external
          calculation may not be obtained from the same Reference Market-maker
          more than four


                                       Q-6

<PAGE>

          times in any 12-month period.

     (xxi) NOTICE TO S&P. At any time at which Pledgor (or, to the extent
          applicable, its Credit Support Provider) does not have a long-term
          unsubordinated and unsecured debt rating of at least "BBB+" from S&P,
          the Valuation Agent shall provide to S&P not later than the
          Notification Time on the Local Business Day following each Valuation
          Date its calculations of the Secured Party's Exposure and the Value of
          any Eligible Credit Support or Posted Credit Support for that
          Valuation Date. The Valuation Agent shall also provide to S&P any
          external marks of the Secured Party's Exposure.

     (xxii) EXPENSES. Pledgor shall be responsible for all reasonable costs and
          expenses incurred by Secured Party in connection with the Transfer of
          any Eligible Collateral under this Annex.

     (xxiii) ADDITIONAL DEFINED TERMS.

          "DV01" means, with respect to a Transaction and any date of
          determination, the sum of the estimated change in the Secured Party's
          Exposure with respect to such Transaction that would result from a one
          basis point change in the relevant swap curve on such date, as
          determined by the Valuation Agent in good faith and in a commercially
          reasonable manner. The Valuation Agent shall, upon request of Secured
          Party, provide to Secured Party a statement showing in reasonable
          detail such calculation.

          "MOODY'S FIRST LEVEL ADDITIONAL COLLATERALIZED AMOUNT" means, with
          respect to any Transaction, the lesser of (x) the product of 15 and
          DV01 for such Transaction and such Valuation Date and (y) the product
          of 2% and the Notional Amount for such Transaction for the Calculation
          Period which includes such Valuation Date.

          "MOODY'S FIRST LEVEL COLLATERAL AMOUNT" means, (A) for any Valuation
          Date on which (I) a Moody's First Level Downgrade has occurred and has
          been continuing (x) for at least 30 Local Business Days or (y) since
          this Annex was executed and (II) it is not the case that a Moody's
          Second Level Downgrade has occurred and been continuing for at least
          30 Local Business Days, an amount equal to the greater of (a) zero and
          (b) the sum of the Secured Party's aggregate Exposure for all
          Transactions and the aggregate of Moody's First Level Additional
          Collateralized Amounts for each Transaction and (B)for any other
          Valuation Date, zero.

          "MOODY'S FIRST LEVEL VALUE" means, for any date that the Moody's First
          Level Collateral Amount is determined and the Value of any Eligible
          Collateral or Posted Collateral that is a security, the bid price for
          such security obtained by the Valuation Agent multiplied by the
          Moody's First Level Valuation Percentage for such security set forth
          on Schedule A hereto.

          "MOODY'S SECOND LEVEL ADDITIONAL COLLATERALIZED AMOUNT" means, with
          respect to any Transaction,

               (1) if such Transaction is not a Transaction-Specific Hedge, the
               lesser of (i) the product of the 50 and DV01 for such Transaction
               and such Valuation Date and (ii) the product of 8% and the
               Notional Amount for such Transaction for the Calculation Period
               (as defined in the related Transaction) which includes such
               Valuation Date; or


                                       Q-7

<PAGE>

               (2) if such Transaction is a Transaction-Specific Hedge, the
               lesser of (i) the product of the 65 and DV01 for such Transaction
               and such Valuation Date and (ii) the product of 10% and the
               Notional Amount for such Transaction for the Calculation Period
               (as defined in the related Transaction) which includes such
               Valuation Date.

               "MOODY'S SECOND LEVEL COLLATERAL AMOUNT" means, (A) for any
               Valuation Date on which it is the case that a Moody's Second
               Level Downgrade has occurred and been continuing for at least 30
               Local Business Days, an amount equal to the greatest of (a) zero,
               (b) the aggregate amount of the Next Payments for all Next
               Payment Dates and (c) the sum of the Secured Party's aggregate
               Exposure and the aggregate of Moody's Second Level Additional
               Collateralized Amounts for each Transaction and (B) for any other
               Valuation Date, zero.

               "MOODY'S SECOND LEVEL VALUE" means, for any date that the Moody's
               Second Level Collateral Amount is determined and the Value of any
               Eligible Collateral or Posted Collateral that is a security, the
               bid price for such security obtained by the Valuation Agent
               multiplied by the Moody's Second Level Valuation Percentage for
               such security set forth on Schedule A hereto.

               "NEXT PAYMENT" means, in respect of each Next Payment Date, the
               greater of (i) the amount of any payments due to be made by the
               Pledgor pursuant to Section 2(a) on such Next Payment Date less
               any payments due to be made by the Secured Party under Section
               2(a) on such Next Payment Date (in each case, after giving effect
               to any applicable netting under Section 2(c)) and (ii) zero.

               "NEXT PAYMENT DATE" means the next scheduled payment date under
               any Transaction.

               "REMAINING WEIGHTED AVERAGE MATURITY" means, with respect to a
               Transaction, the expected weighted average maturity for such
               Transaction as determined by the Valuation Agent.

               "S&P COLLATERAL AMOUNT" means, (A) for any Valuation Date on
               which a S&P First Level Downgrade has occurred and been
               continuing for at least 30 days or on which a S&P Second Level
               Downgrade has occurred and is continuing, an amount equal to the
               sum of (1) 100.0% of the Secured Party's Exposure for such
               Valuation Date and (2) the product of the Volatility Buffer for
               each Transaction and the Notional Amount of such Transaction for
               the Calculation Period (as defined in the related Transaction) of
               such Transaction which includes such Valuation Date, or (B) for
               any other Valuation Date, zero.

               "S&P VALUE" means, for any date that the S&P Collateral Amount is
               determined and the Value of any Eligible Collateral or Posted
               Collateral that is a security, the bid price for such security
               obtained by the Valuation Agent multiplied by the S&P Valuation
               Percentage for such security set forth on Schedule A hereto.

               "TRANSACTION-SPECIFIC HEDGE" means any Transaction that is a cap,
               floor or swaption or a Transaction in respect of which (x) the
               notional amount of the interest rate swap is "balance guaranteed"
               or (y) the notional amount of the interest rate swap for any
               Calculation Period otherwise is not a specific dollar amount that
               is fixed at the inception of the Transaction.


                                       Q-8

<PAGE>

               "VOLATILITY BUFFER" means, for any Transaction, the related
               percentage set forth in the following table:

<TABLE>
<CAPTION>
The higher of the S&P short-term
credit rating of (i) Pledgor and      Remaining Weighted   Remaining Weighted   Remaining Weighted   Remaining Weighted
(ii) the Credit Support Provider of    Average Maturity     Average Maturity     Average Maturity     Average Maturity
Pledgor, if applicable                   up to 3 years        up to 5 years       up to 10 years       up to 30 years
-----------------------------------   ------------------   ------------------   ------------------   ------------------
<S>                                   <C>                  <C>                  <C>                  <C>
"A-2" or higher                              2.75%                3.25%               4.00%                4.75%
"A-3"                                        3.25%                4.00%               5.00%                6.25%
"BB+" or lower                               3.50%                4.50%               6.75%                7.50%
</TABLE>


                                       Q-9

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Annex on the respective dates
specified below with effect from the date specified on the first page of this
document.


BEAR STEARNS FINANCIAL PRODUCTS INC.    LASALLE BANK NATIONAL ASSOCIATION,
                                        NOT IN ITS INDIVIDUAL CAPACITY, BUT
                                        SOLELY AS SUPPLEMENTAL INTEREST
                                        TRUST TRUSTEE ON BEHALF OF THE
                                        SUPPLEMENTAL INTEREST TRUST
                                        RELATING TO THE MERRILL LYNCH
                                        MORTGAGE INVESTORS TRUST, SERIES
                                        2007-HE2


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


                                      Q-10
<PAGE>

                                                                      SCHEDULE A

                               COLLATERAL SCHEDULE

THE MOODY'S FIRST LEVEL VALUATION PERCENTAGES SHALL BE USED IN DETERMINING THE
MOODY'S FIRST LEVEL COLLATERAL AMOUNT.

THE MOODY'S SECOND LEVEL VALUATION PERCENTAGES SHALL BE USED IN DETERMINING THE
MOODY'S SECOND LEVEL COLLATERAL AMOUNT.

THE S&P VALUATION PERCENTAGES SHALL BE USED IN DETERMINING THE S&P COLLATERAL
AMOUNT.

<TABLE>
<CAPTION>
   ISDA COLLATERAL                         MOODY'S FIRST         MOODY'S SECOND
  ASSET DEFINITION        REMAINING       LEVEL VALUATION       LEVEL VALUATION               S&P
     (ICAD) CODE          MATURITY           PERCENTAGE            PERCENTAGE         VALUATION PERCENTAGE
  ----------------     --------------   -------------------   -------------------   -----------------------
<S>                    <C>              <C>                   <C>                   <C>
       US-CASH               N/A                100%                  100%                    100%
       EU-CASH               N/A                 98%                   94%                   92.5%
       GB-CASH               N/A                 98%                   95%                   94.1%

      US-TBILL            < 1 Year              100%                  100%                   98.9%
      US-TNOTE          1 to 2 years            100%                   99%                   98.0%
      US-TBOND          2 to 3 years            100%                   98%                   97.4%
    (fixed rate)        3 to 5 years            100%                   97%                   95.5%
                        5 to 7 years            100%                   96%                   93.7%
                        7 to 10 years           100%                   94%                   92.5%
                       10 to 20 years           100%                   90%                   91.1%
                         > 20 years             100%                   88%                   88.6%

      US-TBILL         All Maturities           100%                   99%          Not Eligible Collateral
      US-TNOTE
      US-TBOND
   (floating rate)

    GA-US-AGENCY          < 1 Year              100%                   99%                    98.5%
    (fixed rate)        1 to 2 years            100%                   99%                    97.7%
                        2 to 3 years            100%                   98%                    97.3%
                        3 to 5 years            100%                   96%                    94.5%
                        5 to 7 years            100%                   93%                    93.1%
                        7 to 10 years           100%                   93%                    90.7%
                       10 to 20 years           100%                   89%                    87.7%
                         > 20 years             100%                   87%                    84.4%

    GA-US-AGENCY       All Maturities           100%                   98%          Not Eligible Collateral
   (floating rate)

   GA-EUROZONE-GOV                      Rated Aa3 or better   Rated Aa3 or better     Rated AAA or better
(other than EU-CASH)                         by Moody's            by Moody's                by S&P
    (fixed rate)          < 1 Year               98%                   94%                    98.8%
                        1 to 2 years             98%                   93%                    97.9%
                        2 to 3 years             98%                   92%                    97.1%
                        3 to 5 years             98%                   90%                    91.2%
                        5 to 7 years             98%                   89%                    87.5%
                        7 to 10 years            98%                   88%                    83.8%
</TABLE>


                                      Q-11

<PAGE>

<TABLE>
<S>                    <C>              <C>                   <C>                   <C>
                       10 to 20 years            98%                   84%                    75.5%
                         > 20 years              98%                   82%          Not Eligible Collateral

   GA-EUROZONE-GOV                      Rated Aa3 or better   Rated Aa3 or better     Rated AAA or better
(other than EU-CASH)                         by Moody's             by Moody's               by S&P
   (floating rate)     All Maturities            98%                   93%          Not Eligible Collateral

      GA-GB-GOV           < 1 Year               98%                   94%          Not Eligible Collateral
(other than GB-CASH)    1 to 2 years             98%                   93%          Not Eligible Collateral
    (fixed rate)        2 to 3 years             98%                   92%          Not Eligible Collateral
                        3 to 5 years             98%                   91%          Not Eligible Collateral
                        5 to 7 years             98%                   90%          Not Eligible Collateral
                        7 to 10 years            98%                   89%          Not Eligible Collateral
                       10 to 20 years            98%                   86%          Not Eligible Collateral
                         > 20 years              98%                   84%          Not Eligible Collateral

      GA-GB-GOV        All Maturities            98%                   94%          Not Eligible Collateral
(other than GB-CASH)
   (floating rate)
</TABLE>

The ISDA Collateral Asset Definition (ICAD) Codes used in this Collateral
Schedule shall have the meanings set forth in the Collateral Asset Definitions
(First Edition - June 2003) as published and copyrighted in 2003 by the
International Swaps and Derivatives Association, Inc.


                                      Q-12

<PAGE>

                                            BEAR STEARNS FINANCIAL PRODUCTS INC.
                                                              383 MADISON AVENUE
                                                        NEW YORK, NEW YORK 10179
                                                                    212-272-4009

DATE:                March 30, 2007

TO:                  LaSalle Bank National Association, not in its individual
                     capacity, but solely as Supplemental Interest Trust Trustee
                     on behalf of the Supplemental Interest Trust relating to
                     the Merrill Lynch Mortgage Investors Trust, Series 2007-HE2

ATTENTION:           Global Securities and Trust Services

TELEPHONE:           312-992-1816

FACSIMILE:           312-904-1368

FROM:                Derivatives Documentation

TELEPHONE:           212-272-2711

FACSIMILE:           212-272-9857

SUBJECT:             Fixed Income Derivatives Confirmation

REFERENCE NUMBER(S): FXNCC9378

The purpose of this letter agreement is to confirm the terms and conditions of
the Transaction entered into on the Trade Date specified below (the
"Transaction") between Bear Stearns Financial Products Inc. ("Bear Stearns") and
LaSalle Bank National Association, not in its individual capacity, but solely as
Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust
relating to the Merrill Lynch Mortgage Investors Trust, Series 2007-HE2
("Counterparty"). This letter agreement constitutes the sole and complete
"Confirmation," as referred to in the Master Agreement specified below, with
respect to this Transaction.

1.   This Confirmation is subject to and incorporates the 2000 ISDA Definitions
     (the "Definitions"), as published by the International Swaps and
     Derivatives Association, Inc. ("ISDA"). This Confirmation supplements,
     forms a part of and is subject to the ISDA Master Agreement dated as of
     March 30, 2007 between Bear Stearns and Counterparty (the agreement, as
     amended and supplemented from time to time, being referred to herein as the
     "Master Agreement"). All provisions contained in, or incorporated by
     reference to, the Master Agreement shall govern the Transaction referenced
     in this Confirmation except as expressly modified herein. In the event of
     any inconsistency between this Confirmation and the Definitions or Master
     Agreement, this Confirmation shall prevail.

2.   The terms of the particular Transaction to which this Confirmation relates
     are as follows:

<TABLE>
<S>                        <C>
Type of Transaction:       Rate Cap

Notional Amount:           With respect to any Calculation Period, the lesser of
                           (a) the applicable notional balance for the
                           Distribution Date specified in the schedule hereto
                           and (b) the excess if any, of (A) the aggregate
                           Certificate principal balance for the related
</TABLE>


                                      Q-13

<PAGE>

<TABLE>
<S>                        <C>
                           Distribution Date over (B) the swap notional for the
                           related Distribution Date payment date or
                           distribution date relating to business days if
                           one-month LIBOR exceeds 5.322%.

Trade Date:                March 29, 2007

Effective Date:            September 25, 2007

Termination Date:          March 25, 2012 subject to adjustment in accordance
                           with the Business Day Convention.

FIXED AMOUNT (PREMIUM):    Inapplicable. The Fixed Amounts for this Transaction
                           and for the Transactions with the BSFP Reference
                           Numbers FXNEC9379, FXNEC9380 and FXNEC9382 are
                           embedded in the determination of the Additional
                           Amount specified in the Confirmation identified by
                           the Bear Stearns Capital Markets Inc. Reference
                           Number CXNS224398.

FLOATING AMOUNTS:

   Floating Rate Payer:    Bear Stearns

   Cap Rate:               5.32200%

   Floating Rate Payer
   Period End Dates:       The 25th calendar day of each month during the Term
                           of this Transaction, commencing October 25, 2007 and
                           ending on the Termination Date, subject to adjustment
                           in accordance with the Business Day Convention.

   Floating Rate Payer
   Payment Dates:          Early Payment shall be applicable. The Floating Rate
                           Payer Payment Dates shall be one Business Day
                           preceding each Floating Rate Payer Period End Date.

   Floating Rate for
   initial Calculation
   Period:                 To be determined.

   Floating Rate Option:   USD-LIBOR-BBA

   Designated Maturity:    One month

   Floating Rate Day
   Count Fraction:         Actual/360

   Reset Dates:            The first day of each Calculation Period.
</TABLE>


                                      Q-14

<PAGE>

<TABLE>
<S>                        <C>
   Compounding:            Inapplicable

   Business Days:          New York, Illinois and Oregon

   Business
   DayConvention:          Modified Following

   Calculation Agent:      Bear Stearns
</TABLE>

Merrill Lynch Mortgage Lending, Inc. ("MLML") agrees and acknowledges that
amounts paid hereunder are not intended to benefit the holder of any class of
certificates rated by any rating agency if such holder is MLML or any of its
affiliates. If MLML or any of its affiliates receives any such amounts, it will
promptly remit (or, if such amounts are received by an affiliate of MLML, MLML
hereby agrees that it will cause such affiliate to promptly remit) such amounts
to the Supplemental Interest Trust Trustee, whereupon such Supplemental Interest
Trust Trustee will promptly remit such amounts to BSFP. MLML further agrees to
provide notice to BSFP upon any remittance to the Supplemental Interest Trust
Trustee; such delivery will be made to:

     Address:        383 Madison Avenue, New York, New York 10179
     Attention:      DPC Manager
     Facsimile:      212-272-5823

     with a copy to:

     Address:        One Metrotech Center North, Brooklyn, New York 11201
     Attention:      Derivative Operations - 7th Floor
     Facsimile:      212-272-1634

     NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF
     THE BEAR STEARNS COMPANIES INC. OTHER THAN BEAR STEARNS IS AN OBLIGOR OR A
     CREDIT SUPPORT PROVIDER ON THIS TRANSACTION.

<TABLE>
<S>                            <C>
3.   Account Details and
     Settlement Information:   PAYMENTS TO BEAR STEARNS:
                               Citibank, N.A., New York
                               ABA Number: 021-0000-89, for the account of
                               Bear, Stearns Securities Corp.
                               Account Number: 0925-3186, for further credit to
                               Bear Stearns Financial Products Inc.
                               Sub-account Number: 102-04654-1-3
                               Attention: Derivatives Department
</TABLE>


                                      Q-15

<PAGE>

<TABLE>
<S>                            <C>
                               PAYMENTS TO COUNTERPARTY:
                               Please provide to expedite payment:
                               LaSalle Bank
                               ABA # 071000505
                               LaSalle CHGO/CTR/BNF:/LaSalle Trust
                               Acct # 724605.4
                               Attn: MLMI 2007-HE2
</TABLE>

ADDITIONAL PROVISIONS:

Non-Reliance. Each party represents to the other party that (a) it has not
received and is not relying upon any legal, tax, regulatory, accounting or other
advice (whether written or oral) of the other party regarding this Transaction,
other than representations expressly made by that other party in this
Confirmation and in the Master Agreement and (b) in respect of this Transaction,
(i) it has the capacity to evaluate (internally or through independent
professional advice) this Transaction and has made its own decision to enter
into this Transaction and (ii) it understands the terms, conditions and risks of
this Transaction and is willing to assume (financially and otherwise) those
risks. Counterparty acknowledges that Bear Stearns has advised Counterparty to
consult its own tax, accounting and legal advisors in connection with this
Transaction evidenced by this Confirmation and that the Counterparty has done
so.

This Confirmation may be executed in several counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.

Counterparty hereby agrees to check this Confirmation and to confirm that the
foregoing correctly sets forth the terms of the Transaction by signing in the
space provided below and returning to Bear Stearns a facsimile of the
fully-executed Confirmation to 212-272-9857. For inquiries regarding U.S.
Transactions, please contact DERIVATIVES DOCUMENTATION by telephone at
212-272-2711. For all other inquiries please contact DERIVATIVES DOCUMENTATION
by telephone at 353-1-402-6233. Originals will be provided for your execution
upon your request.


                                      Q-16

<PAGE>

We are very pleased to have executed this Transaction with you and we look
forward to completing other transactions with you in the near future.

Very truly yours,

BEAR STEARNS FINANCIAL PRODUCTS INC.


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

Counterparty, acting through its duly authorized signatory, hereby agrees to,
accepts and confirms the terms of the foregoing as of the Trade Date.

LASALLE BANK NATIONAL ASSOCIATION,
NOT IN ITS INDIVIDUAL CAPACITY, BUT
SOLELY AS SUPPLEMENTAL INTEREST TRUST
TRUSTEE ON BEHALF OF THE SUPPLEMENTAL
INTEREST TRUST RELATING TO THE
MERRILL LYNCH MORTGAGE INVESTORS
TRUST, SERIES 2007-HE2


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


                                      Q-17

<PAGE>

                                   SCHEDULE I
    (all such dates subject to adjustment in accordance with the Business Day
                                   Convention)

<TABLE>
<CAPTION>
                                        NOTIONAL AMOUNT
FROM AND INCLUDING   TO BUT EXCLUDING        (USD)
------------------   ----------------   ---------------
<S>                  <C>                <C>
  Effective Date         25-Oct-07         18,412,215
     25-Oct-07           25-Nov-07         21,984,527
     25-Nov-07           25-Dec-07         25,683,223
     25-Dec-07           25-Jan-08         29,283,614
     25-Jan-08           25-Feb-08         32,381,820
     25-Feb-08           25-Mar-08         34,977,926
     25-Mar-08           25-Apr-08         37,210,911
     25-Apr-08           25-May-08         39,152,564
     25-May-08           25-Jun-08         40,858,294
     25-Jun-08           25-Jul-08         42,401,307
     25-Jul-08           25-Aug-08         43,754,763
     25-Aug-08           25-Sep-08         45,111,087
     25-Sep-08           25-Oct-08         48,863,206
     25-Oct-08           25-Nov-08         54,022,513
     25-Nov-08           25-Dec-08         58,633,643
     25-Dec-08           25-Jan-09         65,004,076
     25-Jan-09           25-Feb-09         67,192,955
     25-Feb-09           25-Mar-09         67,211,310
     25-Mar-09           25-Apr-09         66,475,474
     25-Apr-09           25-May-09         65,395,814
     25-May-09           25-Jun-09         64,155,900
     25-Jun-09           25-Jul-09         62,811,610
     25-Jul-09           25-Aug-09         61,444,309
     25-Aug-09           25-Sep-09         60,194,888
     25-Sep-09           25-Oct-09         43,119,038
     25-Oct-09           25-Nov-09         31,050,948
     25-Nov-09           25-Dec-09         28,931,039
     25-Dec-09           25-Jan-10         37,178,951
     25-Jan-10           25-Feb-10         50,897,835
     25-Feb-10           25-Mar-10         51,094,049
     25-Mar-10           25-Apr-10         49,776,846
     25-Apr-10           25-May-10         48,432,774
     25-May-10           25-Jun-10         47,120,894
     25-Jun-10           25-Jul-10         45,820,064
     25-Jul-10           25-Aug-10         44,553,282
     25-Aug-10           25-Sep-10         43,312,825
     25-Sep-10           25-Oct-10         42,099,307
     25-Oct-10           25-Nov-10         40,906,334
     25-Nov-10           25-Dec-10         39,730,811
     25-Dec-10           25-Jan-11         38,579,972
     25-Jan-11           25-Feb-11         37,416,031
     25-Feb-11           25-Mar-11         36,198,458
     25-Mar-11           25-Apr-11         35,108,546
</TABLE>


                                      Q-18

<PAGE>

<TABLE>
<S>                  <C>                <C>
     25-Apr-11           25-May-11         33,879,911
     25-May-11           25-Jun-11         32,655,003
     25-Jun-11           25-Jul-11         31,550,302
     25-Jul-11           25-Aug-11         30,333,419
     25-Aug-11           25-Sep-11         29,359,344
     25-Sep-11           25-Oct-11         28,395,051
     25-Oct-11           25-Nov-11         27,444,847
     25-Nov-11           25-Dec-11         26,511,542
     25-Dec-11           25-Jan-12         25,603,569
     25-Jan-12           25-Feb-12         24,715,678
     25-Feb-12       Termination Date      23,850,638
</TABLE>


                                      Q-19
<PAGE>

                                   EXHIBIT Q-2

                             FORM OF SWAP AGREEMENT
             [SEE EXHIBIT Q-1 FOR FORM OF ISDA MASTER AND SCHEDULE]

(BEAR STEARNS LOGO)

                                               BEAR STEARNS CAPITAL MARKETS INC.
                                                              383 MADISON AVENUE
                                                        NEW YORK, NEW YORK 10179
                                                                    212-272-2000

DATE:                March 29, 2007

TO:                  Merrill Lynch Mortgage Lending, Inc.
ATTENTION:           Angie Gioia
TELEPHONE:           212-449-5842
FACSIMILE:           212-449-7722

FROM:                Derivatives Documentation
TELEPHONE:           212-272-2711
FACSIMILE:           212-272-9857

SUBJECT:             Fixed Income Derivatives Confirmation

REFERENCE NUMBER(S): CXNS224398

The purpose of this letter agreement is to confirm the terms and conditions of
the Transaction entered into on the Trade Date specified below (the
"Transaction") between Bear Stearns Capital Markets Inc. ("Bear Stearns") and
Merrill Lynch Mortgage Lending, Inc. ("Counterparty"). This letter agreement
constitutes the sole and complete "Confirmation," as referred to in the "Master
Agreement" (as defined below), with respect to the Transaction.

1. This Confirmation is subject to and incorporates the 2000 ISDA Definitions
(the "Definitions"), as published by the International Swaps and Derivatives
Association, Inc. ("ISDA"). The parties agree to negotiate, execute and deliver
an agreement in the form of the ISDA Master Agreement (Multicurrency--Cross
Border) (the "Form Master Agreement"), together with the schedule thereto and
any other related documents, each in form and substance as the parties shall in
good faith agree (collectively, the "Executed Master Agreement"). In addition,
the parties agree that until execution and delivery of the Executed Master
Agreement, a Form Master Agreement, shall be deemed to have been executed and
delivered by the parties on the Trade Date of the first transaction that by its
terms is intended to be governed by a Master Agreement. All provisions contained
in, or incorporated by reference to, the Form Master Agreement or the Executed
Master Agreement (as applicable, the "Master Agreement") shall govern the
Transaction referenced in this Confirmation, except as expressly modified below.
This Confirmation, together with all of the other documents confirming any and
all Transactions entered into between us (regardless of which branch, if any,
either of us has acted through) that by their terms are intended to be governed
by a Master


                                      Q-20

<PAGE>

Agreement, shall supplement, form a part of and be subject to the
Master Agreement. In the event of any inconsistency between the provisions of
this Confirmation and the Definitions or Master Agreement, this Confirmation
shall prevail for the purpose of this Transaction.

2. The terms of the particular Transaction to which this Confirmation relates
are as follows:

<TABLE>
<S>                            <C>
Notional Amount:               With respect to any Calculation Period, the
                               amount set forth for such period on Schedule I
                               attached hereto.

Trade Date:                    March 29, 2006

Effective Date:                September 25, 2007

Termination Date:              March 25, 2012, provided, however, for the
                               purposes of determining the Floating Amount to be
                               paid in respect of the final Calculation Period,
                               such date shall be subject to adjustment in
                               accordance with the Business Day Convention.

FIXED AMOUNTS:

   Fixed Rate Payer:           Counterparty

   Fixed Rate Payer
   Period End Dates:           The 25th calendar day of each month during the
                               Term of this Transaction, commencing October 25,
                               2007 and ending on the Termination Date, with No
                               Adjustment.

   Fixed Rate Payer
   Payment Dates:              Early Payment shall be applicable. The Fixed Rate
                               Payer Payment Dates shall be one Business Day
                               preceding each Fixed Rate Payer Period End Date.

   Fixed Rate:                 5.00000%

   Fixed Rate Day
   Count Fraction:             30/360

FLOATING AMOUNTS:

   Floating Rate Payer:        Bear Stearns

   Floating Rate Payer
   Period End Dates:           The 25th calendar day of each month during the
                               Term of this Transaction, commencing October 25,
                               2007 and ending on the Termination Date, subject
                               to adjustment in accordance with the Business Day
                               Convention.
</TABLE>


                                      Q-21

<PAGE>

<TABLE>
<S>                            <C>
   Floating Rate Payer
   Payment Dates:              Early Payment shall be applicable. The Floating
                               Rate Payer Payment Dates shall be two Business
                               Days preceding each Floating Rate Payer Period
                               End Date.

   Floating Rate for initial
   Calculation Period:         To be determined.

   Floating Rate Option:       USD-LIBOR-BBA

   Designated Maturity:        One month

   Spread:                     None

   Floating Rate Day
   Count Fraction:             Actual/360

   Reset Dates:                The first day of each Calculation Period.

   Compounding:                Inapplicable

Business Days:                 New York

Business Day Convention:       Modified Following

Additional Amount:             In connection with entering into this Transaction
                               USD[ ] is payable by Bear Stearns to Counterparty
                               on March 30, 2007. The Fixed Amounts for the
                               Transactions identified by Bear Stearns Financial
                               Products Inc. Reference Numbers FXNCC9378,
                               FXNEC9379, FXNEC9380 and FXNEC9382 are embedded
                               in the determination of the Additional Amount.

Calculation Agent:             Bear Stearns
</TABLE>

3.   Account Details and
     Settlement Information:   PAYMENTS TO BEAR STEARNS:
                               Citibank N.A., New York
                               ABA Number: 021-000-089, for the account of
                               Bear, Stearns Securities Corp.
                               Account Number: 0925-3186, for further credit to
                               Bear Stearns Bank plc
                               Sub-Account Number: 101-44840-24

                               PAYMENTS TO COUNTERPARTY:
                               Please provide to expedite payment:

                               _________________________________________________
                               _________________________________________________
                               _________________________________________________


                                      Q-22

<PAGE>

ADDITIONAL PROVISIONS:

Incorporation of Terms. For the avoidance of doubt, Sections 5 and 6 of the Form
Master Agreement are incorporated herein, and the parties expressly specify that
Market Quotation and Second Method shall apply unless otherwise specified
herein.

Non-Reliance. Each party represents to the other party that (a) it has not
received and is not relying upon any legal, tax, regulatory, accounting or other
advice (whether written or oral) of the other party regarding this Transaction,
other than representations expressly made by that other party in this
Confirmation and in the Master Agreement and (b) in respect of this Transaction,
(i) it has the capacity to evaluate (internally or through independent
professional advice) this Transaction and has made its own decision to enter
into this Transaction and (ii) it understands the terms, conditions and risks of
this Transaction and is willing to assume (financially and otherwise) those
risks. Counterparty acknowledges that Bear Stearns has advised Counterparty to
consult its own tax, accounting and legal advisors in connection with this
Transaction evidenced by this Confirmation and that the Counterparty has done
so.

Eligible Contract Participant. Each party represents that it constitutes an
"eligible contract participant" as such term is defined in Section 1(a)12 of the
Commodity Exchange Act, as amended.

Payment Date Netting. The parties agree that subparagraph (ii) of Section 2(c)
of the Master Agreement will not apply to any Transactions that are or will be
governed by the Master Agreement. Thus all amounts payable on the same date in
the same currency in respect of all Transactions shall be netted.

Governing Law: Unless otherwise specified in the Executed Master Agreement, the
laws of the State of New York, without reference to the choice or conflicts of
law principles thereof.

Waiver of Jury Trial: Each party irrevocably waives any and all right to trail
by jury in any legal proceeding in connection with this Transaction or any
Transactions, as the case may be, hereunder.

Termination Currency. Unless otherwise specified in the Executed Master
Agreement or agreed by the parties, USD shall be the Termination Currency.

Transfer. Bear Stearns may transfer the Transaction(s) pursuant to this
Confirmation and all of its interests in such Transaction(s) and all of its
Obligations in or under this Confirmation to its Credit Support Provider or any
Affiliates thereof, and if such transfer is to an entity other than its Credit
Support Provider, Bear Stearns will furnish to Counterparty a Guaranty of such
Credit Support Provider which guarantees all of such transferee's Obligations in
substantially the form of the Guaranty of the Credit Support Provider of Bear
Stearns delivered in connection with this Confirmation. Upon such transfer, Bear
Stearns will be fully released from any and all Obligations and liabilities
related to the interests assigned.

This Confirmation may be executed in several counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.


                                      Q-23

<PAGE>

Counterparty hereby agrees to check this Confirmation and to confirm that the
foregoing correctly sets forth the terms of the Transaction by signing in the
space provided below and returning to Bear Stearns a facsimile of the
fully-executed Confirmation to 212-272-9857. For inquiries regarding U.S.
Transactions, please contact DERIVATIVES DOCUMENTATION by telephone at
212-272-2711. For all other inquiries please contact DERIVATIVES DOCUMENTATION
by telephone at 353-1-402-6233. Originals will be provided for your execution
upon your request.

We are very pleased to have executed this Transaction with you and we look
forward to completing other transactions with you in the near future.

Very truly yours,

BEAR STEARNS CAPITAL MARKETS INC.


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

Counterparty, acting through its duly authorized signatory, hereby agrees to,
accepts and confirms the terms of the foregoing as of the Trade Date.

MERRILL LYNCH MORTGAGE LENDING, INC.


By:
    ---------------------------------
    As authorized agent or officer
    for Merrill Lynch Mortgage
    Lending, Inc.
Name:
      -------------------------------
Title:
       ------------------------------


                                      Q-24

<PAGE>

                                   SCHEDULE I
   (where for the purposes of (i) determining Floating Amounts, all such dates
  subject to adjustment in accordance with the Business Day Convention and (ii)
      determining Fixed Amounts, all such dates subject to No Adjustment.)

<TABLE>
<CAPTION>
                                        NOTIONAL AMOUNT
FROM AND INCLUDING   TO BUT EXCLUDING       (USD)
------------------   ----------------   ---------------
<S>                  <C>                <C>
  Effective Date        25-Oct-07        982,124,953.00
    25-Oct-07           25-Nov-07        945,040,671.00
    25-Nov-07           25-Dec-07        905,456,353.00
    25-Dec-07           25-Jan-08        865,908,458.00
    25-Jan-08           25-Feb-08        829,044,963.00
    25-Feb-08           25-Mar-08        795,267,758.00
    25-Mar-08           25-Apr-08        763,891,362.00
    25-Apr-08           25-May-08        734,505,106.00
    25-May-08           25-Jun-08        706,763,099.00
    25-Jun-08           25-Jul-08        680,227,568.00
    25-Jul-08           25-Aug-08        655,064,562.00
    25-Aug-08           25-Sep-08        629,251,968.00
    25-Sep-08           25-Oct-08        588,700,410.00
    25-Oct-08           25-Nov-08        541,434,024.00
    25-Nov-08           25-Dec-08        490,206,267.00
    25-Dec-08           25-Jan-09        433,030,006.00
    25-Jan-09           25-Feb-09        391,449,068.00
    25-Feb-09           25-Mar-09        359,657,159.00
    25-Mar-09           25-Apr-09        336,636,048.00
    25-Apr-09           25-May-09        317,287,598.00
    25-May-09           25-Jun-09        300,213,628.00
    25-Jun-09           25-Jul-09        284,350,020.00
    25-Jul-09           25-Aug-09        269,192,029.00
    25-Aug-09           25-Sep-09        253,581,611.00
    25-Sep-09           25-Oct-09        252,780,926.00
    25-Oct-09           25-Nov-09        247,318,494.00
    25-Nov-09           25-Dec-09        231,734,926.00
    25-Dec-09           25-Jan-10        215,601,974.00
    25-Jan-10           25-Feb-10        201,883,091.00
    25-Feb-10           25-Mar-10        190,116,113.00
    25-Mar-10           25-Apr-10        179,697,390.00
    25-Apr-10           25-May-10        170,230,934.00
    25-May-10           25-Jun-10        161,564,862.00
    25-Jun-10           25-Jul-10        153,488,113.00
    25-Jul-10           25-Aug-10        146,028,825.00
    25-Aug-10           25-Sep-10        139,055,452.00
    25-Sep-10           25-Oct-10        132,482,167.00
    25-Oct-10           25-Nov-10        126,247,889.00
    25-Nov-10           25-Dec-10        120,306,086.00
    25-Dec-10           25-Jan-11        114,684,251.00
    25-Jan-11           25-Feb-11        109,416,030.00
</TABLE>


                                      Q-25

<PAGE>

<TABLE>
<S>                  <C>                <C>
    25-Feb-11           25-Mar-11        104,548,563.00
    25-Mar-11           25-Apr-11         99,898,701.00
    25-Apr-11           25-May-11         95,670,292.00
    25-May-11           25-Jun-11         91,705,202.00
    25-Jun-11           25-Jul-11         87,873,752.00
    25-Jul-11           25-Aug-11         84,393,499.00
    25-Aug-11           25-Sep-11         80,890,192.00
    25-Sep-11           25-Oct-11         77,586,233.00
    25-Oct-11           25-Nov-11         74,455,159.00
    25-Nov-11           25-Dec-11         71,503,466.00
    25-Dec-11           25-Jan-12         68,693,728.00
    25-Jan-12           25-Feb-12         66,033,927.00
    25-Feb-12        Termination Date     63,521,786.00

</TABLE>


                                      Q-26
<PAGE>

                                    EXHIBIT R

                        FORM OF ASSESSMENT OF COMPLIANCE

                                     [DATE]

Merrill Lynch Mortgage Investors, Inc.
250 Vesey Street
4 World Financial Center, 10th Floor
New York, New York 10080

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois 60603
Attention:   Corporate Trust Services - Merrill Lynch Mortgage Investors Trust,
             Series 2007-HE2

Wilshire Credit Corporation
14523 S.W. Millikan Way, Suite 200
Beaverton, Oregon 97005

Litton Loan Servicing LP
4828 Loop Central Drive
Houston, Texas 77081

Option One Mortgage Corporation
3 Ada
Irvine, California 92618

Moody's Investors Service, Inc.
99 Church Street, 4th Floor
New York, New York 10007

Standard & Poor's, a division of
The McGraw-Hill Companies, Inc.
25 Broadway, 12th Floor
New York, New York 10004

     Re:  Pooling and Servicing Agreement (the "Agreement") dated as of March 1,
          2007 among Merrill Lynch Mortgage Investors, Inc., as depositor,
          Litton Loan Servicing LP, as a servicer, Wilshire Credit Corporation,
          as a servicer, Option One Mortgage Corporation, as a servicer, LaSalle
          Bank National Association, as master servicer and securities
          administrator, and Citibank, N.A. as trustee, relating to Merrill
          Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
          Certificates, Series 2007-HE2 (the "Issuing Entity")

          For the calendar year ending December 31, [2007] or portion thereof,
[LaSalle Bank National Association, as Master Servicer] [LaSalle Bank National
Association, as Securities

       Copyright (C) 1992 by International Swap Dealers Association, Inc.
<PAGE>

Administrator] [Litton Loan Servicing LP, as a Servicer] [Wilshire Credit
Corporation, as a Servicer] [Option One Mortgage Corporation, as a Servicer] for
the Issuing Entity has complied in all material respects with the relevant
Servicing Criteria in Exhibit S of the Agreement.

          All capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Agreement.

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


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


                                       R-2

<PAGE>


                                    EXHIBIT S

                       SERVICING CRITERIA TO BE ADDRESSED
                           IN ASSESSMENT OF COMPLIANCE
                          (RMBS unless otherwise noted)

KEY: X - obligation

WHERE THERE ARE MULTIPLE CHECKS FOR CRITERIA THE ATTESTING PARTY WILL IDENTIFY
IN THEIR MANAGEMENT ASSERTION THAT THEY ARE ATTESTING ONLY TO THE PORTION OF THE
DISTRIBUTION CHAIN THEY ARE RESPONSIBLE FOR IN THE RELATED TRANSACTION
AGREEMENTS.

<TABLE>
<CAPTION>
                                              SECURITIES                                             ADDITIONAL
REG AB REFERENCE     SERVICING CRITERIA      ADMINISTRATOR    MASTER SERVICER      SERVICERS         INFORMATION
----------------   -----------------------   -------------   -----------------   -------------   -------------------
<S>                <C>                       <C>             <C>                 <C>             <C>
                   GENERAL SERVICING
                   CONSIDERATIONS

1122(d)(1)(i)      Policies and procedures         X                 X                 X         Servicer, Securities
                   are instituted to                                                             Administrator and
                   monitor any performance                                                       Master Servicer each
                   or other triggers and                                                         responsible
                   events of default in                                                          only to the
                   accordance with the                                                           extent that
                   transaction agreements.                                                       each party, as
                                                                                                 applicable,
                                                                                                 has actual
                                                                                                 knowledge or
                                                                                                 written notice
                                                                                                 with respect
                                                                                                 to parties
                                                                                                 other than
                                                                                                 itself.
1122(d)(1)(ii)     If any material
                   servicing activities
                   are outsourced to third
                   parties, policies and
                   procedures are
                   instituted to monitor     IF APPLICABLE                       IF APPLICABLE
                   the third party's             FOR A       IF APPLICABLE FOR       FOR A
                   performance and            TRANSACTION      A TRANSACTION      TRANSACTION
                   compliance with such       PARTICIPANT       PARTICIPANT       PARTICIPANT
                   servicing activities.

1122(d)(1)(iii)    Any requirements in the        N/A               N/A               N/A
                   transaction agreements
                   to maintain a back-up
                   servicer for the Pool
                   Assets are maintained.

1122(d)(1)(iv)     A fidelity bond and                               X                 X
                   errors and omissions
                   policy is in effect on
                   the party participating
                   in the servicing
                   function throughout the
                   reporting period in the
                   amount of coverage
                   required by and
                   otherwise in accordance
                   with the terms of the
                   transaction agreements.

                   CASH COLLECTION AND
                   ADMINISTRATION

1122(d)(2)(i)      Payments on pool assets         X                 X                 X         Servicer,
                   are deposited into the                                                        securities
                   appropriate custodial                                                         Administrator,
                   bank accounts and                                                             and Master
                   related bank clearing                                                         Servicer each
                   accounts no more than                                                         responsible only
                   two business days                                                             for deposits into
                   following receipt, or                                                         the accounts held
                   such other number of                                                          by it.
                   days specified in the
                   transaction agreements.

1122(d)(2)(ii)     Disbursements made via          X                 X                 X         Servicer disburses
                   wire transfer on behalf                                                       funds to Master
                   of an obligor or to an                                                        Servicer. Master
                   investor are made only                                                        Servicer disburses
                   by authorized                                                                 funds to Securities
                   personnel.                                                                    Administrator.
                                                                                                 Securities
                                                                                                 Administrator
                                                                                                 disburses funds to
                                                                                                 Certificateholders.
</TABLE>

       Copyright (C) 1992 by International Swap Dealers Association, Inc.

















<PAGE>

<TABLE>
<CAPTION>
                                              SECURITIES                                             ADDITIONAL
REG AB REFERENCE     SERVICING CRITERIA      ADMINISTRATOR    MASTER SERVICER      SERVICERS         INFORMATION
----------------   -----------------------   -------------   -----------------   -------------   -------------------
<S>                <C>                       <C>             <C>                 <C>             <C>
1122(d)(2)(iii)    Advances of funds or                              X                 X
                   guarantees regarding
                   collections, cash flows
                   or distributions, and
                   any interest or other
                   fees charged for such
                   advances, are made,
                   reviewed and approved
                   as specified in the
                   transaction agreements.

1122(d)(2)(iv)     The related accounts            X                 X                 X
                   for the transaction,
                   such as cash reserve
                   accounts or accounts
                   established as a form
                   of over
                   collateralization, are
                   separately maintained
                   (e.g., with respect to
                   commingling of cash) as
                   set forth in the
                   transaction agreements.

1122(d)(2)(v)      Each custodial account                            X                 X
                   is maintained at a
                   federally insured
                   depository institution
                   as set forth in the
                   transaction agreements.
                   For purposes of this
                   criterion, "federally
                   insured depository
                   institution" with
                   respect to a foreign
                   financial institution
                   means a foreign
                   financial institution
                   that meets the
                   requirements of Rule
                   13k-1(b)(1) of the
                   Securities Exchange
                   Act.

1122(d)(2)(vi)     Unissued checks are                                                 X
                   safeguarded so as to
                   prevent unauthorized
                   access.

1122(d)(2)(vii)    Reconciliations are             X                 X                 X
                   prepared on a monthly
                   basis for all
                   asset-backed securities
                   related bank accounts,
                   including custodial
                   accounts and related
                   bank clearing accounts.
                   These reconciliations
                   are (A) mathematically
                   accurate; (B) prepared
                   within 30 calendar days
                   after the bank
                   statement cutoff date,
                   or such other number of
                   days specified in the
                   transaction agreements;
                   (C) reviewed and
                   approved by someone
                   other than the person
                   who prepared the
                   reconciliation; and (D)
                   contain explanations
                   for reconciling items.
                   These reconciling items
                   are resolved within 90
                   calendar days of their
                   original
                   identification, or such
                   other number of days
                   specified in the
                   transaction agreements.

                   INVESTOR REMITTANCES
                   AND REPORTING

1122(d)(3)(i)      Reports to investors,           X                 X                 X*
                   including those to be
                   filed with the
                   Commission, are
                   maintained in
                   accordance with the
                   transaction agreements
                   and applicable
                   Commission
                   requirements.
                   Specifically, such
                   reports (A) are
                   prepared in accordance
                   with timeframes and
                   other terms set forth
                   in the transaction
                   agreements; (B) provide
                   information calculated
                   in accordance with the
                   terms specified in the
                   transaction agreements;
                   (C) are filed with the
                   Commission as required
                   by its rules and
                   regulations; and (D)
                   agree with investors'
                   or the trustee's
                   records as to the total
                   unpaid principal
                   balance and number of
                   Pool Assets serviced by
                   the Servicer.
</TABLE>

----------
*    For (d)(3)(i)(C) waterfall calculations are a Trustee responsibility under
     the Pooling and Servicing Agreement.


                                       S-2

<PAGE>



<TABLE>
<CAPTION>
                                              SECURITIES                                             ADDITIONAL
REG AB REFERENCE     SERVICING CRITERIA      ADMINISTRATOR    MASTER SERVICER      SERVICERS         INFORMATION
----------------   -----------------------   -------------   -----------------   -------------   -------------------
<S>                <C>                       <C>             <C>                 <C>             <C>
1122(d)(3)(ii)     Amounts due to                  X                 X                 X         Servicer
                   investors are allocated                                                       remits cash
                   and remitted in                                                               and loan level
                   accordance with                                                               data to
                   timeframes,                                                                   Master Servicer
                   distribution priority                                                         based on timelines
                   and other terms set                                                           established in
                   forth in the                                                                  the Pooling
                   transaction agreements.                                                       and Servicing
                                                                                                 Agreement.
                                                                                                 The Master
                                                                                                 Servicer reports
                                                                                                 to Securities
                                                                                                 Administrator;
                                                                                                 the Securities
                                                                                                 Administrator
                                                                                                 is responsible
                                                                                                 for the
                                                                                                 allocation of
                                                                                                 funds to
                                                                                                 Certificateholders
                                                                                                 using the
                                                                                                 appropriate
                                                                                                 distribution
                                                                                                 priority as
                                                                                                 established by
                                                                                                 the Pooling
                                                                                                 and Servicing
                                                                                                 Agreement.

1122(d)(3)(iii)    Disbursements made to           X                                   X         Securities
                   an investor are posted                                                        Administrator
                   within two business                                                           disburses funds to
                   days to the Servicer's                                                        Certificateholders.
                   investor records, or
                   such other number of
                   days specified in the
                   transaction agreements.

1122(d)(3)(iv)     Amounts remitted to             X                 X                 X         Servicer
                   investors per the                                                             remits funds
                   investor reports agree                                                        and provides
                   with cancelled checks,                                                        certain
                   or other form of                                                              investor
                   payment, or custodial                                                         reports to
                   bank statements.                                                              Master Servicer
                                                                                                 within guidelines
                                                                                                 and timeframes
                                                                                                 established in
                                                                                                 Pooling and
                                                                                                 Servicing
                                                                                                 Agreement.
                                                                                                 Securities
                                                                                                 Administrator
                                                                                                 disburses
                                                                                                 funds to
                                                                                                 certificateholders.

                   POOL ASSET
                   ADMINISTRATION

1122(d)(4)(i)      Collateral or security                                              X         Servicer
                   on pool assets is                                                             shall not attest
                   maintained as required                                                        to performance of
                   by the transaction                                                            obligations of the
                   agreements or related                                                         Custodian under
                   pool asset documents.                                                         the transaction
                                                                                                 agreements.

1122(d)(4)(ii)     Pool assets and related                                             X         Servicer
                   documents are                                                                 shall not attest
                   safeguarded as required                                                       to performance of
                   by the transaction                                                            obligations of the
                   agreements                                                                    Custodian under
                                                                                                 the transaction
                                                                                                 agreements.

1122(d)(4)(iii)    Any additions, removals                                             X
                   or substitutions to the
                   asset pool are made,
                   reviewed and approved
                   in accordance with any
                   conditions or
                   requirements in the
                   transaction agreements.




1122(d)(4)(iv)     Payments on pool                                                    X
                   assets, including any
                   payoffs, made in
                   accordance with the
                   related pool asset
                   documents are posted to
                   the Servicer's obligor
                   records maintained no
                   more than two business
                   days after receipt, or
                   such other number of
                   days specified in the
                   transaction agreements,
                   and allocated to
                   principal, interest or
                   other items (e.g.,
                   escrow) in accordance
                   with the related pool
                   asset documents.

1122(d)(4)(v)      The Servicer's records                                              X
                   regarding the pool
                   assets agree with the
                   Servicer's records with
                   respect to an obligor's
                   unpaid principal
                   balance.
</TABLE>


                                       S-3

<PAGE>

<TABLE>
<CAPTION>
                                              SECURITIES                                             ADDITIONAL
REG AB REFERENCE     SERVICING CRITERIA      ADMINISTRATOR    MASTER SERVICER      SERVICERS         INFORMATION
----------------   -----------------------   -------------   -----------------   -------------   -------------------
<S>                <C>                       <C>             <C>                 <C>             <C>
1122(d)(4)(vi)     Changes with respect to                                             X
                   the terms or status of
                   an obligor's pool
                   assets (e.g., loan
                   modifications or
                   re-agings) are made,
                   reviewed and approved
                   by authorized personnel
                   in accordance with the
                   transaction agreements
                   and related pool asset
                   documents.

1122(d)(4)(vii)    Loss mitigation or                                                  X
                   recovery actions (e.g.,
                   forbearance plans,
                   modifications and deeds
                   in lieu of foreclosure,
                   foreclosures and
                   repossessions, as
                   applicable) are
                   initiated, conducted
                   and concluded in
                   accordance with the
                   timeframes or other
                   requirements
                   established by the
                   transaction agreements.

1122(d)(4)(viii)   Records documenting                                                 X
                   collection efforts are
                   maintained during the
                   period a pool asset is
                   delinquent in
                   accordance with the
                   transaction agreements.
                   Such records are
                   maintained on at least
                   a monthly basis, or
                   such other period
                   specified in the
                   transaction agreements,
                   and describe the
                   entity's activities in
                   monitoring delinquent
                   pool assets including,
                   for example, phone
                   calls, letters and
                   payment rescheduling
                   plans in cases where
                   delinquency is deemed
                   temporary (e.g.,
                   illness or
                   unemployment).

1122(d)(4)(ix)     Adjustments to interest                                             X
                   rates or rates of
                   return for pool assets
                   with variable rates are
                   computed based on the
                   related pool asset
                   documents.

1122(d)(4)(x)      Regarding any funds                                                 X
                   held in trust for an
                   obligor (such as escrow
                   accounts): (A) such
                   funds are analyzed, in
                   accordance with the
                   obligor's pool asset
                   documents, on at least
                   an annual basis, or
                   such other period
                   specified in the
                   transaction agreements;
                   (B) interest on such
                   funds is paid, or
                   credited, to obligors
                   in accordance with
                   applicable pool asset
                   documents and state
                   laws; and (C) such
                   funds are returned to
                   the obligor within 30
                   calendar days of full
                   repayment of the
                   related pool assets, or
                   such other number of
                   days specified in the
                   transaction agreements.

1122(d)(4)(xi)     Payments made on behalf                                             X
                   of an obligor (such as
                   tax or insurance
                   payments) are made on
                   or before the related
                   penalty or expiration
                   dates, as indicated on
                   the appropriate bills
                   or notices for such
                   payments, provided that
                   such support has been
                   received by the
                   servicer at least 30
                   calendar days prior to
                   these dates, or such
                   other number of days
                   specified in the
                   transaction agreements.

1122(d)(4)(xii)    Any late payment                                                    X
                   penalties in connection
                   with any payment to be
                   made on behalf of an
                   obligor are paid from
                   the Servicer's funds
                   and not charged to the
                   obligor, unless the
                   late payment was due to
                   the obligor's error or
                   omission.

1122(d)(4)(xiii)   Disbursements made on                                               X
                   behalf of an obligor
                   are posted within two
                   business days to the
                   obligor's records
                   maintained by the
                   servicer, or such other
                   number of days
                   specified in the
                   transaction agreements.

1122(d)(4)(xiv)    Delinquencies,                                    X                 X
                   charge-offs and
                   uncollectible accounts
                   are recognized and
                   recorded in accordance
                   with the transaction
                   agreements.
</TABLE>


                                       S-4

<PAGE>

<TABLE>
<CAPTION>
                                              SECURITIES                                             ADDITIONAL
REG AB REFERENCE     SERVICING CRITERIA      ADMINISTRATOR    MASTER SERVICER      SERVICERS         INFORMATION
----------------   -----------------------   -------------   -----------------   -------------   -------------------
<S>                <C>                       <C>             <C>                 <C>             <C>
1122(d)(4)(xv)     Any external                    X
                   enhancement or other
                   support, identified in
                   Item 1114(a)(1) through
                   (3) or Item 1115 of
                   Regulation AB, is
                   maintained as set forth
                   in the transaction
                   agreements.
</TABLE>


                                       S-5
<PAGE>

                                    EXHIBIT T

                      FORM OF SARBANES-OXLEY CERTIFICATIONS

                                     [DATE]

Merrill Lynch Mortgage Investors, Inc.
250 Vesey Street
4 World Financial Center, 10th Floor
New York, New York 10080

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois 60603

     Re:  Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
          Certificates, Series 2007-HE2

          I, [identify the certifying individual], certify that:

     7. I have reviewed the report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on Form
10-K of [identify the issuing entity] (the "Exchange Act periodic reports");

     8. Based on my knowledge, the Exchange Act periodic reports, taken as a
whole, do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;

     9. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered by
this report is included in the Exchange Act periodic reports;

     10. [I am responsible for reviewing the activities performed by the
servicer(s) and based on my knowledge and the compliance review(s) conducted in
preparing the servicer compliance statement(s) required in this report under
Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic
reports, the servicer(s) [has/have] fulfilled [its/their] obligations under the
servicing agreement(s); and]

     11. All of the reports on assessment of compliance with servicing criteria
for asset-backed securities and their related attestation reports on assessment
of compliance with servicing criteria for asset-backed securities required to be
included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in this report. Any material instances of
noncompliance described in such reports have been disclosed in this report on
Form 10-K.

       Copyright (C) 1992 by International Swap Dealers Association, Inc.

<PAGE>

          [In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties [name of
servicer, sub-servicer, co-servicer, depositor or securities administrator].]

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


                                           -------------------------------------
                                           [Signature]

                                           -------------------------------------
                                           [Title]


                                       T-2

<PAGE>

                                    EXHIBIT U

                   FORM OF ITEM 1123 CERTIFICATION OF SERVICER

                                     [DATE]

Merrill Lynch Mortgage Investors, Inc.
250 Vesey Street
4 World Financial Center, 10th Floor
New York, New York 10080

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois 60603
Attention:   Global Securities and Trust Services - Merrill Lynch Mortgage
             Investors Trust, Series 2007-HE2

Re:  Pooling and Servicing Agreement (the "Agreement") dated as of March 1, 2007
     among Merrill Lynch Mortgage Investors, Inc., as depositor, Litton Loan
     Servicing LP, as a servicer, Wilshire Credit Corporation, as a servicer,
     Option One Mortgage Corporation, as a servicer, LaSalle Bank National
     Association, as master servicer and securities administrator, Citibank
     N.A., as trustee, relating to Merrill Lynch Mortgage Investors Trust,
     Mortgage Loan Asset-Backed Certificates, Series 2007-HE2

I, [identify name of certifying individual], [title of certifying individual] of
[name of servicing company] (the "Servicer"), hereby certify that:

          (1) A review of the activities of the Servicer during the preceding
calendar year and of the performance of the Servicer under the Agreement has
been made under my supervision; and

          (2) To the best of my knowledge, based on such review, the Servicer
has fulfilled all its obligations under the 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, I have specified below each
such failure known to me and the nature and status thereof].

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

                                           [Servicer],
                                           as Servicer


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

       Copyright (C) 1992 by International Swap Dealers Association, Inc.

<PAGE>

                                    EXHIBIT V

                           FORM OF DELINQUENCY REPORT

                                [TO BE PROVIDED]


                                       U-2

<PAGE>

                                   SCHEDULE X

<TABLE>
<CAPTION>
                     ITEM ON FORM 8-K                                 PARTY RESPONSIBLE
                     ----------------                       -------------------------------------
<S>                                                         <C>
  ITEM 1.01- ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT      All parties (excluding the Trustee)

Disclosure is required regarding entry into or amendment
of any definitive agreement that is material to the
securitization, even if depositor is not a party.

Examples: servicing agreement, custodial agreement.

Note: disclosure not required as to definitive
agreements that are fully disclosed in the
prospectus

           ITEM 1.02- TERMINATION OF A MATERIAL              All parties (excluding the Trustee)
                   DEFINITIVE AGREEMENT

Disclosure is required regarding termination of any
definitive agreement that is material to the
securitization (other than expiration in accordance with
its terms), even if depositor is not a party.

Examples: servicing agreement, custodial agreement.

          ITEM 1.03- BANKRUPTCY OR RECEIVERSHIP                           Depositor

Disclosure is required regarding the bankruptcy or
receivership, with respect to any of the following:

-    Sponsor (Seller)                                             Depositor/Sponsor (Seller)

-    Depositor                                                            Depositor

-    Master Servicer                                                    Master Servicer

-    Affiliated Servicer                                                  Servicer

-    Other Servicer servicing 20% or more of the                          Servicer
     pool assets at the time of the report

-    Other material servicers                                             Servicer

-    Securities Administrator                                      Securities Administrator

-    Significant Obligor                                                  Depositor

-    Credit Enhancer (10% or more)                                        Depositor

-    Derivative Counterparty                                              Depositor
</TABLE>

       Copyright (C) 1992 by International Swap Dealers Association, Inc.

<PAGE>

<TABLE>
<CAPTION>
                     ITEM ON FORM 8-K                                 PARTY RESPONSIBLE
                     ----------------                       -------------------------------------
<S>                                                         <C>
     Trustee                                                              Trustee

-    Custodian                                                            Custodian

       ITEM 2.04- TRIGGERING EVENTS THAT ACCELERATE                       Depositor
       OR INCREASE A DIRECT FINANCIAL OBLIGATION OR                    Master Servicer
         AN OBLIGATION UNDER AN OFF-BALANCE SHEET                  Securities Administrator
                      ARRANGEMENT

Includes an early amortization, performance trigger or
other event, including event of default, that would
materially alter the payment priority/distribution of
cash flows/amortization schedule.

Disclosure will be made of events other than waterfall
triggers which are disclosed in the monthly statements to
the certificateholders.

      ITEM 3.03- MATERIAL MODIFICATION TO RIGHTS OF                Securities Administrator
                   SECURITY HOLDERS                                       Depositor

Disclosure is required of any material modification to
documents defining the rights of Certificateholders,
including the Pooling and Servicing Agreement.

          ITEM 5.03- AMENDMENTS OF ARTICLES OF                            Depositor
      INCORPORATION OR BYLAWS; CHANGE OF FISCAL YEAR

Disclosure is required of any amendment "to the governing
documents of the issuing entity".

      ITEM 6.01- ABS INFORMATIONAL AND COMPUTATIONAL                      Depositor
                        MATERIAL

       ITEM 6.02- CHANGE OF SERVICER OR SECURITIES                Master Servicer/Securities
                 ADMINISTRATOR OR TRUSTEE                          Administrator/Depositor/
                                                                          Servicers
Requires disclosure of any removal, replacement,                Trustee (with respect to itself)
substitution or addition of any master servicer,              Successor trustee (with respect to
affiliated servicer, other servicer servicing 10% or more                   itself)
of pool assets at time of report, other material
servicers or trustee.

Reg AB disclosure about any new servicer or master            Servicer/Master Servicer/Depositor
servicer is also required.

Reg AB disclosure about any new Securities Administrator          Master Servicer/Depositor
is also required.

        ITEM 6.03- CHANGE IN CREDIT ENHANCEMENT OR            Depositor/Securities Administrator
                    EXTERNAL SUPPORT
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                     ITEM ON FORM 8-K                                 PARTY RESPONSIBLE
                     ----------------                       -------------------------------------
<S>                                                         <C>
Covers termination of any enhancement in manner other
than by its terms, the addition of an enhancement, or a
material change in the enhancement provided. Applies to
external credit enhancements as well as derivatives.

Reg AB disclosure about any new enhancement                               Depositor
provider is also required.

          ITEM 6.04- FAILURE TO MAKE A REQUIRED                    Securities Administrator
                      DISTRIBUTION

      ITEM 6.05- SECURITIES ACT UPDATING DISCLOSURE                       Depositor

If any material pool characteristic differs by 5% or more
at the time of issuance of the securities from the
description in the final prospectus, provide updated Reg
AB disclosure about the actual asset pool.

If there are any new servicers or originators                             Depositor
required to be disclosed under Regulation AB as a result
of the foregoing, provide the information called for in
Items 1108 and 1110 respectively.

               ITEM 7.01- REG FD DISCLOSURE                               Depositor

                 ITEM 8.01- OTHER EVENTS                                  Depositor

 Any event, with respect to which information
 is not otherwise called for in Form 8-K, that
     the registrant deems of importance to
              certificateholders.

 ITEM 9.01- FINANCIAL STATEMENTS AND EXHIBITS                  Responsible party for reporting/
                                                            disclosing the financial statement or
                                                                exhibit (excluding the Trustee)
</TABLE>
<PAGE>

                                   SCHEDULE Y

<TABLE>
<CAPTION>
                 ITEM ON FORM 10-D                                  PARTY RESPONSIBLE
                 -----------------                   -----------------------------------------------
<S>                                                  <C>
     ITEM 1: DISTRIBUTION AND POOL PERFORMANCE
                    INFORMATION

  Information included in the [Monthly Statement]                    Master Servicer
                                                                        Servicer
                                                                 Securities Administrator

   Any information required by 1121 which is NOT                        Depositor
        included on the [Monthly Statement]

             ITEM 2: LEGAL PROCEEDINGS

Any legal proceeding pending against the following
entities or their respective property, that is
material to Certificateholders, including any
proceeding known to be contemplated by
governmental authorities:

-    Issuing Entity (Trust Fund)                        Master Servicer, Securities Administrator
                                                                      and Depositor

-    Sponsor (Seller)                                     Seller (if a party to the Pooling and
                                                            Servicing Agreement) or Depositor

-    Depositor                                                          Depositor

-    Trustee                                                             Trustee

-    Securities Administrator                                    Securities Administrator

-    Master Servicer                                                 Master Servicer

-    Custodian                                                          Custodian

-    1110(b) Originator                                                 Depositor

-    Any 1108(a)(2) Servicer (other than the                            Servicer
     Master Servicer or Securities Administrator)

-    Any other party contemplated by 1100(d)(1)                         Depositor

  ITEM 3: SALE OF SECURITIES AND USE OF PROCEEDS                        Depositor

   Information from Item 2(a) of Part II of Form
                       10-Q:

With respect to any sale of securities by the
sponsor, depositor or issuing entity, that are
backed by the same asset pool or are otherwise
issued by the issuing entity, whether or not
registered, provide the sales and use of proceeds
information in Item 701 of Regulation S-K. Pricing
information can be omitted if securities were not
registered.

      ITEM 4: DEFAULTS UPON SENIOR SECURITIES                    Securities Administrator
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                 ITEM ON FORM 10-D                                  PARTY RESPONSIBLE
                 -----------------                   -----------------------------------------------
<S>                                                  <C>
Information from Item 3 of Part II of Form 10-Q:

Report the occurrence of any Event of Default
(after expiration of any grace period and
provision of any required notice)

    ITEM 5: SUBMISSION OF MATTERS TO A VOTE OF                   Securities Administrator
                 SECURITY HOLDERS

  Information from Item 4 of Part II of Form 10-Q

    ITEM 6: SIGNIFICANT OBLIGORS OF POOL ASSETS                         Depositor

Item 1112(b) - Significant Obligor Financial
Information*

*    This information need only be reported on the
     Form 10-D for the distribution period in
     which updated information is required
     pursuant to the Item.

     ITEM 7: SIGNIFICANT ENHANCEMENT PROVIDER
                    INFORMATION

Item 1114(b)(2) - Credit Enhancement Provider
Financial Information*

-    Determining applicable disclosure threshold                        Depositor

-    Requesting required financial information                          Depositor
     (including any required accountants' consent
     to the use thereof) or effecting
     incorporation by reference

Item 1115(b) - Derivative Counterparty Financial
Information*

-    Determining current maximum probable exposure                      Depositor

-    Determining current significance percentage                        Depositor

-    Requesting required financial information                          Depositor
     (including any required accountants' consent
     to the use thereof) or effecting
     incorporation by reference

*    This information need only be reported on the
     Form 10-D for the distribution period in
     which updated information is required
     pursuant to the Items.

             ITEM 8: OTHER INFORMATION                   Any party responsible for the applicable
                                                                 Form 8-K Disclosure item
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                 ITEM ON FORM 10-D                                  PARTY RESPONSIBLE
                 -----------------                   -----------------------------------------------
<S>                                                  <C>
Disclose any information required to be reported
on Form 8-K during the period covered by the Form
10-D but not reported

                 ITEM 9: EXHIBITS

      Monthly Statement to Certificateholders                    Securities Administrator

 Exhibits required by Item 601 of Regulation S-K,                       Depositor
            such as material agreements
</TABLE>

<PAGE>

                                   SCHEDULE Z

<TABLE>
<CAPTION>
                 ITEM ON FORM 10-K                                  PARTY RESPONSIBLE
                 -----------------                   -----------------------------------------------
<S>                                                  <C>
        ITEM 1B: UNRESOLVED STAFF COMMENTS                              Depositor

            ITEM 9B: OTHER INFORMATION                    Any party responsible for disclosure
                                                                    items on Form 8-K

Disclose any information required to be reported
on Form 8-K during the fourth quarter covered by
the Form 10-K but not reported

 ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES          Securities Administrator/Servicers/
                                                                     Master Servicer
                                                                Depositor, as applicable

REG AB ITEM 1112(B): SIGNIFICANT OBLIGORS OF POOL
                      ASSETS

Significant Obligor Financial Information*                              Depositor

*    This information need only be reported on the
     Form 10-K if updated information is required
     pursuant to the Item.

    REG AB ITEM 1114(B)(2): CREDIT ENHANCEMENT
          PROVIDER FINANCIAL INFORMATION

-    Determining applicable disclosure threshold                        Depositor

-    Requesting required financial information                          Depositor
     (including any required accountants' consent
     to the use thereof) or effecting
     incorporation by reference

*    This information need only be reported on the
     Form 10-K if updated information is required
     pursuant to the Item.

   REG AB ITEM 1115(B): DERIVATIVE COUNTERPARTY
               FINANCIAL INFORMATION

-    Determining current maximum probable exposure                      Depositor

-    Determining current significance percentage                        Depositor

-    Requesting required financial information                          Depositor
     (including any required accountants' consent
     to the use thereof) or effecting
     incorporation by reference

*    This information need only be reported on the
     Form 10-K if updated information is required
     pursuant to the Item.

        REG AB ITEM 1117: LEGAL PROCEEDINGS

Any legal proceeding pending against the following
entities or their respective property, that is
material to Certificateholders, including
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                 ITEM ON FORM 10-K                                  PARTY RESPONSIBLE
                 -----------------                   -----------------------------------------------
<S>                                                  <C>
any proceeding known to be contemplated by
governmental authorities:

-    Issuing Entity (Trust Fund)                        Master Servicer, Securities Administrator
                                                                      and Depositor

-    Sponsor (Seller)                                     Seller (if a party to the Pooling and
                                                            Servicing Agreement) or Depositor

-    Depositor                                                          Depositor

-    Trustee                                                             Trustee

-    Securities Administrator                                    Securities Administrator

-    Master Servicer                                                 Master Servicer

-    Custodian                                                          Custodian

-    1110(b) Originator                                                 Depositor

-    Any 1108(a)(2) Servicer (other than the                            Servicer
     Master Servicer or Securities Administrator)

-    Any other party contemplated by 1100(d)(1)                         Depositor

 REG AB ITEM 1119: AFFILIATIONS AND RELATIONSHIPS

Whether (a) the Sponsor (Seller), Depositor or                       Depositor as to (a)
Issuing Entity is an  affiliate of the following                  Sponsor/Seller as to (a)
parties, and (b) to the extent known and  material,
any of the following parties are affiliated with one
another:

-    Master Servicer                                                 Master Servicer

-    Securities Administrator                                    Securities Administrator

-    Trustee                                                             Trustee

-    Any other 1108(a)(3) servicer                                      Servicer

-    Any 1110 Originator                                            Depositor/Sponsor

-    Any 1112(b) Significant Obligor                                Depositor/Sponsor

-    Any 1114 Credit Enhancement Provider                           Depositor/Sponsor

-    Any 1115 Derivate Counterparty Provider                        Depositor/Sponsor

-    Any other 1101(d)(1) material party                            Depositor/Sponsor

Whether there are any "outside the ordinary course                 Depositor as to (a)
business arrangements" other than would be                       Sponsor/Seller as to (a)
obtained in an arm's length transaction between
(a) the Sponsor (Seller), Depositor or Issuing
Entity on the one hand, and (b) any of the
following parties (or their affiliates) on the
other hand, that exist currently or within the
past two years and that are material to a
Certificateholder's understanding of the
Certificates:

-    Master Servicer                                                 Master Servicer

-    Securities Administrator                                    Securities Administrator
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                 ITEM ON FORM 10-K                                  PARTY RESPONSIBLE
                 -----------------                   -----------------------------------------------
<S>                                                  <C>
-    Trustee                                                            Depositor

-    Any other 1108(a)(3) servicer                                      Servicer

-    Any 1110 Originator                                            Depositor/Sponsor

-    Any 1112(b) Significant Obligor                                Depositor/Sponsor

-    Any 1114 Credit Enhancement Provider                           Depositor/Sponsor

-    Any 1115 Derivate Counterparty Provider                        Depositor/Sponsor

-    Any other 1101(d)(1) material party                            Depositor/Sponsor

Whether there are any specific relationships                       Depositor as to (a)
involving the transaction or the pool assets                     Sponsor/Seller as to (a)
between (a) the Sponsor (Seller), Depositor or
Issuing Entity on the one hand, and (b) any of the
following parties (or their affiliates) on the
other hand, that exist currently or within the
past two years and that are material:

-    Master Servicer                                                 Master Servicer

-    Securities Administrator                                    Securities Administrator

-    Trustee                                                            Depositor

-    Any other 1108(a)(3) servicer                                      Servicer

-    Any 1110 Originator                                            Depositor/Sponsor

-    Any 1112(b) Significant Obligor                                Depositor/Sponsor

-    Any 1114 Credit Enhancement Provider                           Depositor/Sponsor

-    Any 1115 Derivate Counterparty Provider                        Depositor/Sponsor

-    Any other 1101(d)(1) material party                            Depositor/Sponsor
</TABLE>