MORTGAGE LOAN PURCHASE AGREEMENT

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                                                                  EXECUTION COPY

                        MORTGAGE LOAN PURCHASE AGREEMENT

                                     between

                      FIRST FRANKLIN FINANCIAL CORPORATION

                                     as Seller

                                       and

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

                                  as Purchaser

                                   Dated as of

                                 February 1, 2007

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<TABLE>
<S>                                                                         <C>
Section 1.     Definitions...............................................        1
Section 2.     Purchase and Sale of the Mortgage Loans and Related
              Rights....................................................        4
Section 3.     Mortgage Loan Schedule....................................        5
Section 4.     Mortgage Loan Transfer....................................        5
Section 5.     Examination of Mortgage Files.............................        7
Section 6.     Sale Treatment............................................        9
Section 7.     Representations and Warranties of Seller Concerning the
               Mortgage Loans............................................        9
Section 8.     Representations and Warranties Concerning the Seller......       20
Section 9.     Representations and Warranties Concerning the Purchaser...       21
Section 10.    Conditions to Closing.....................................       23
Section 11.    Fees and Expenses.........................................       25
Section 12.    Accountants' Letters......................................       25
Section 13.    Indemnification...........................................       25
Section 14.    Notices...................................................       27
Section 15.    Transfer of Mortgage Loans................................       28
Section 16.    Termination...............................................       28
Section 17.    Representations, Warranties and Agreements to Survive
              Delivery..................................................       28
Section 18.    Mandatory Delivery; Grant of Security Interest............        28
Section 19.    Severability..............................................       29
Section 20.    Counterparts..............................................       29
Section 21.    Amendment.................................................       29
Section 22.    GOVERNING LAW.............................................       29
Section 23.    Further Assurances........................................       30
Section 24.    Successors and Assigns....................................       30
Section 25.    The Seller................................................       30
Section 26.    Entire Agreement..........................................       30
Section 27.    No Partnership............................................       30
EXHIBIT 1      MORTGAGE LOAN SCHEDULE INFORMATION........................    E-1-1
EXHIBIT 2      CONTENTS OF EACH MORTGAGE FILE............................    E-2-1
EXHIBIT 3      APPENDIX E - Standard & Poor's Predatory Lending
              Categories................................................    E-3-1
SCHEDULE A     MORTGAGE LOAN SCHEDULE....................................      A-1
SCHEDULE B     REQUIRED RATINGS FOR EACH CLASS OF CERTIFICATES...........      B-1
</TABLE>


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                         MORTGAGE LOAN PURCHASE AGREEMENT

     MORTGAGE LOAN PURCHASE AGREEMENT, dated as of February 1, 2007 (the
"Agreement"), by and between FIRST FRANKLIN FINANCIAL CORPORATION, a Delaware
corporation having an office at 2150 North First Street, San Jose, CA 95131 (the
"Seller"), and MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware corporation
having an office at 250 Vesey Street, 4 World Financial Center, New York, New
York 10080 (the "Purchaser").

     Upon the terms and subject to the conditions of this Agreement, the Seller
agrees to sell, and the Purchaser agrees to purchase, certain first lien,
fixed-and adjustable-rate mortgage loans secured by one- to four-family
residences, townhouses, individual condominiums, co-op units and units in
planned unit developments (collectively, the "Mortgage Loans") as described
herein. The Purchaser intends to deposit the Mortgage Loans into a trust fund
(the "Trust Fund" or the "Issuing Entity") and create the First Franklin
Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series 2007-FF2
(the "Certificates"), under a pooling and servicing agreement, to be dated as of
February 1, 2007 (the "Pooling and Servicing Agreement"), by and among the
Purchaser, as depositor, LaSalle Bank, National Association, as trustee (the
"Trustee") and Home Loan Services, Inc. (the "Servicer").

     The Purchaser has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (Number 333-130545) relating
to its Mortgage Asset-Backed Certificates and the offering of certain series
thereof (including certain classes of the Certificates) from time to time in
accordance with Rule 415 under the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder (the "Securities
Act"). Such registration statement, when it became effective under the
Securities Act, and the prospectus relating to the public offering of certain
classes of the Certificates by the Purchaser (the "Public Offering"), as from
time to time each is amended or supplemented pursuant to the Securities Act or
otherwise, are referred to herein as the "Registration Statement" and the
"Prospectus," respectively. The "Prospectus Supplement" shall mean that
supplement, dated February 27, 2007 to the Prospectus, dated February 20, 2007,
relating to certain classes of the Certificates. With respect to the Public
Offering of certain classes of the Certificates, the Purchaser and Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") have entered into a
terms agreement dated as of February 26, 2007 to an underwriting agreement dated
February 28, 2003, between the Purchaser and Merrill Lynch (together, the
"Underwriting Agreement").

     Now, therefore, in consideration of the premises and the mutual agreements
set forth herein, the parties hereto agree as follows:

Section 1. Definitions.

     Certain terms are defined herein. Capitalized terms used herein but not
defined herein shall have the meanings specified in the Pooling and Servicing
Agreement. The following other terms are defined as follows:

     Adjustable Rate Mortgage Loan: A Mortgage Loan which provides for the
adjustment of the Mortgage Rate payable in respect thereto.

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     Adjustment Date: With respect to each Adjustable Rate Mortgage Loan, the
date set forth in the related Mortgage Note on which the Mortgage Rate on such
Adjustable Rate Mortgage Loan is adjusted in accordance with the terms of the
related Mortgage Note.

     Appraised Value: With respect to any Mortgaged Property, the lesser of (i)
the value thereof as determined by an appraisal made for the originator of the
Mortgage Loan at the time of origination of the Mortgage Loan either by a
Qualified Appraiser or pursuant to the Automated Valuation Model as set forth in
the Originator's Underwriting Guidelines, and (ii) the purchase price paid for
the related Mortgaged Property by the Mortgagor with the proceeds of the
Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan,
such value of the Mortgaged Property is based solely upon the value determined
by an appraisal made for the originator of such Refinanced Mortgage Loan at the
time of origination of such Refinanced Mortgage Loan either by a Qualified
Appraiser or pursuant to the Automated Valuation Model as set forth in the
Originator's Underwriting Guidelines.

     Automated Valuation Model: A statistical mood or algorithm that estimates
the market value of the subject property as of a particular date.

     Balloon Loan: A Mortgage Loan identified on the Mortgage Loan Schedule as a
balloon mortgage loan.

     Buydown Mortgage Loan: A Mortgage Loan in which buydown funds are used to
pay a portion of the interest payable on the Mortgage Loan for a specified
period of time.

     Certificates: Shall mean the Class A-1 Certificates, the Class A-2A
Certificates, the Class A-2B Certificates, the Class A-2C Certificates, the
Class A-2D Certificates, the Class R Certificates, the Class M-1 Certificates,
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 and the
Class B-4 Certificates issued pursuant to the Pooling and Servicing Agreement.

     Closing Date: February 28, 2007.

     Cut-off Date Balance: $205,989,567.

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

     Due Date: With respect to each Mortgage Loan, the first day in each month.

     Escrow Payments: The amounts constituting ground rents, taxes, assessments,
water charges, sewer rents, primary insurance policy premiums, fire and hazard
insurance premiums and other payments required to be escrowed by the Mortgagor
with the Mortgagee pursuant to the terms of any Mortgage Note or Mortgage.

     FHLMC: The Federal Home Loan Mortgage Corporation or any successor thereto.


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     Fixed Rate Mortgage Loan: A Mortgage Loan with respect to which the
Mortgage Rate set forth in the Mortgage Note is fixed for the term of such
Mortgage Loan.

     Flood Zone Service Contract: A transferable contract maintained for the
Mortgaged Property with a nationally recognized flood zone service provider for
the purpose of obtaining the current flood zone status relating to such
Mortgaged Property.

     FNMA: Fannie Mae or any successor thereto.

     Index: With respect to any Adjustable Rate Mortgage Loan, the index
identified on the Mortgage Loan Schedule and set forth in the related Mortgage
Note for the purpose of calculating the interest rate thereon.

     Merrill Lynch: Merrill Lynch, Pierce, Fenner & Smith Incorporated.

     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 mortgages electronically
maintained by MERS.

     MIN: The Mortgage Identification Number for any MERS Loan.

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

     Monthly Payment: With respect to any Mortgage Loan, the scheduled combined
payment of principal and interest payable by a Mortgagor under the related
Mortgage Note on each Due Date.

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

     Mortgage: The mortgage or deed of trust creating a first lien on an
interest in real property securing a Mortgage Note.

     Mortgage File: The items set out on Exhibit 2 hereto pertaining to a
particular Mortgage Loan.

     Mortgage Loan Schedule: The schedule of Mortgage Loans to be annexed hereto
as Schedule A on the Closing Date setting forth the information contained on
Exhibit 1 hereto.

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

     Mortgage Rate: The annual rate of interest borne by a Mortgage Note as
stated therein.


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     Mortgaged Property: The Mortgagor's real property securing repayment of a
related Mortgage Note, consisting of a fee simple interest or leasehold interest
in a single parcel of real property improved by a Residential Dwelling.

     Mortgagor: The obligor(s) on a Mortgage Note.

     Opinion of Counsel: A written opinion of counsel, who may be counsel for
the Seller or the Purchaser, reasonably acceptable to the Trustee.

     Origination Date: The date on which a Mortgage Loan funded.

     Originator: First Franklin Financial Corporation, a Delaware corporation.

     Originator's Underwriting Guidelines: The underwriting guidelines in effect
as of the applicable Origination Date, used by the Originator in originating
and/or acquiring Mortgage Loans, including the restrictions applicable thereto,
as amended from time to time, and which have been provided or made available to
the Purchaser.

     Person: Any legal person, including any individual, corporation,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     Prepayment Charge: With respect to any Mortgage Loan, the premiums, fees,
or charges, if any, due in connection with a full or partial prepayment of such
Mortgage Loan in accordance with the terms thereof.

     Purchase Price: With respect to any Mortgage Loan required to be purchased
by the Seller pursuant to the applicable provisions of this Agreement, an amount
equal to the sum of (i) 100% of the principal remaining unpaid on such Mortgage
Loan as of the date of purchase (including if a foreclosure has already
occurred, the principal balance of the related Mortgage Loan at the time the
Mortgaged Property was acquired), (ii) accrued and unpaid interest thereon at
the Mortgage Rate through and including the last day of the month of purchase
and (iii) any costs and damages incurred by the Issuing Entity in connection
with any violation by such Mortgage Loan of any predatory or abusive-lending
law.

     Qualified Appraiser: A state licensed or certified appraiser, duly
appointed by the Originator, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan, and such appraiser and the appraisal made by such appraiser both satisfy
the requirements of Title XI of FIRREA and the regulations promulgated
thereunder with respect to appraisals (as in effect on the date the appraisal
was made).

     Rating Agencies: S&P and Moody's, each a "Rating Agency."

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


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     Residential Dwelling: Any one of the following: (i) a detached one-family
dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family
dwelling unit in a condominium project which meets the eligibility requirements
of the Originator's Underwriting Guidelines, or (iv) a detached one-family
dwelling in a planned unit development, none of which is a cooperative, mobile
or manufactured home.

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

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

     Tax Service Contract: A transferable contract maintained for the Mortgaged
Property with a tax service provider for the purpose of obtaining current
information from local taxing authorities relating to such Mortgaged Property.

Section 2. Purchase and Sale of the Mortgage Loans and Related Rights.

          (a) Upon satisfaction of the conditions set forth in Section 10
hereof, the Seller agrees to sell, and the Purchaser agrees to purchase Mortgage
Loans having an aggregate Cut-off Date Balance of $205,989,567.

          (b) The closing for the purchase and sale of the Mortgage Loans and
the closing for the issuance of the Certificates will take place on the Closing
Date at the office of the Purchaser's counsel in New York, New York or such
other place as the parties shall agree.

          (c) Upon the satisfaction of the conditions set forth in Section 10
hereof, on the Closing Date, in consideration of the purchase of the Mortgage
Loans, the Purchaser shall (i) pay to the Seller an amount equal to the net sale
proceeds of the Certificates plus accrued interest in immediately available
funds by wire transfer to such account or accounts as shall be designated by the
Seller.

Section 3. Mortgage Loan Schedule.

     The Seller agrees to provide to the Purchaser as of the Closing Date a
listing of the Mortgage Loans (the "Mortgage Loan Schedule") setting forth the
information listed on Exhibit 1 to this Agreement with respect to each of the
Mortgage Loans being sold by the Seller. The Mortgage Loan Schedule shall be
delivered to the Purchaser on the Closing Date, shall be attached to this
Agreement on the Closing Date by the parties hereto and shall be in form and
substance mutually agreed to by the Seller and the Purchaser.

Section 4. Mortgage Loan Transfer.

     The Purchaser will be entitled to all scheduled payments of principal and
interest on the Mortgage Loans due after the Cut-off Date (regardless of when
actually collected) and all payments thereof other than scheduled principal and
interest received after the Cut-off Date. The Seller will be entitled to all
scheduled payments of principal and interest on the Mortgage Loans due on or
before the Cut-off Date (including payments collected after the Cut-off Date)
and all payments thereof other than scheduled principal and interest on the
Mortgage Loans received on


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or before the Cut-off Date. Such principal amounts and any interest thereon
belonging to the Seller as described above will not be included in the aggregate
outstanding principal balance of the Mortgage Loans as of the Cut-off Date as
set forth on the Mortgage Loan Schedule.

     Pursuant to the Pooling and Servicing Agreement, the Purchaser will assign
on the Closing Date all of its right, title and interest in and to the Mortgage
Loans to the Trustee for the benefit of the Certificateholders. In connection
with the transfer and assignment of the Mortgage Loans, the Seller has delivered
or will deliver or cause to be delivered to the Trustee by the Closing Date the
following documents or instruments with respect to each Mortgage Loan (the
"Mortgage Loan Documents":

     (A) The original Mortgage Note endorsed in blank or, "Pay to the order of
LaSalle Bank National Association, as trustee for the First Franklin Mortgage
Loan Trust, Mortgage Loan Asset-Backed Certificates, Series 2007-FF2, 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 of the Mortgage Loan 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 "LaSalle Bank National Association,
as trustee for the First Franklin Mortgage Loan Trust, Mortgage Loan
Asset-Backed Certificates, Series 2007-FF2."

     (D) The original or a certified copy of the 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 (if necessary to show the complete chain of title from the
originator of the Mortgage Loan to the mortgagee of record as of the Closing
Date) 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.


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     (G) If in connection with any Mortgage Loan, the Purchaser 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 such
Mortgage, Assignments of Mortgage or assumption, consolidation or modification,
as the case may be, has been delivered for recordation, the Purchaser shall
deliver or cause to be delivered to the Trustee 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 Purchaser shall deliver or cause to be delivered to the Trustee
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 Purchaser shall make or cause to be made such
endorsement.

     The Seller and the Purchaser acknowledge hereunder that all of the Mortgage
Loans and the related servicing will ultimately be assigned to LaSalle Bank,
National Association, as Trustee for the Certificateholders, on the date hereof.

Section 5. Examination of Mortgage Files.

          (a) On or before the Closing Date, the Seller will have made the
Mortgage Files available to the Purchaser or its agent for examination which may
be at the offices of the Trustee or the Seller. The fact that the Purchaser or
its agent has conducted or has failed to conduct any partial or complete
examination of the Mortgage Files shall not affect the Purchaser's rights to
demand cure, repurchase, substitution or other relief as provided in this
Agreement. In furtherance of the foregoing, the Seller shall make the Mortgage
Files available to the Purchaser or its agent from time to time so as to permit
the Purchaser to confirm the Seller's compliance with the delivery and
recordation requirements of this Agreement and the Pooling and Servicing
Agreement. In addition, upon request of the Purchaser, the Seller agrees to
provide to the Purchaser, Merrill Lynch and to any investors or prospective
investors in the Certificates information regarding the Mortgage Loans and their
servicing, to make the Mortgage Files available to the Purchaser, Merrill Lynch
and to such investors or prospective investors (which may be at the offices of
the Seller and/or the Seller's custodian) and to make available personnel
knowledgeable about the Mortgage Loans for discussions with the Purchaser,
Merrill Lynch and such investors or prospective investors, upon reasonable
request during regular business hours, sufficient to permit the Purchaser,
Merrill Lynch and such investors or potential investors to conduct such due
diligence as any such party reasonably believes is appropriate.

          (b) Except as set forth in the exception report delivered
contemporaneously herewith (the "Exception Report"), the Trustee 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 in trust for the use and benefit of all
present and future Certificateholders. The Purchaser will cause the Seller to
repurchase any Mortgage Loan to


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which a material exception was taken in the Exception Report unless such
exception is cured to the satisfaction of the Purchaser and the Trustee within
45 Business Days of the Closing Date.

          (c) The Trustee agrees, for the benefit of the Purchaser and the
Certificateholders to review each Mortgage File delivered to it within sixty
(60) days after the Closing Date. The Trustee will ascertain and to certify,
within seventy (70) days of the Closing Date, to the Purchaser and the Servicer
that all documents required by Section 4 (A)-(B), (C) (if applicable), and
(D)-(E), and the documents if actually received by it, under Section 4 (F), have
been executed and received, and that such documents relate to the Mortgage Loans
that have been conveyed to it. It is herein acknowledged that, in conducting
such review, the Trustee shall not 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 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 shall promptly (and in any event within no more than five
Business Days) after such finding so notify the Servicer, the Seller and the
Purchaser. In addition, the Trustee shall also notify the Servicer, the Seller
and the Purchaser 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 Purchaser shall deliver or cause to be delivered to the Trustee written
notice stating that such Mortgage has been delivered to the appropriate public
recording office for recordation and thereafter the Purchaser shall deliver or
cause to be delivered such Mortgage with evidence of recording thereon upon
receipt thereof from the public recording office. The Trustee shall request that
the Seller correct or cure such omission, defect or other irregularity, or
substitute a Mortgage Loan pursuant to the provisions of Section 5(c), within
ninety (90) days from the date the Seller was notified of such omission or
defect and, if the Seller does not correct or cure such omission or defect
within such period, that the Seller purchase such Mortgage Loan from the Issuing
Entity within ninety (90) days from the date the Trustee notified the Seller 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
5(c) shall be paid to the Servicer and deposited by the Servicer in the
Collection Account 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, the Trustee, upon receipt of a Request for Release
and certification of the Servicer of such required deposit, shall promptly
release to the Seller 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 Seller and necessary to vest in the Seller 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 Seller 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 Purchaser and the Trustee on
behalf of Certificateholders.


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     The Trustee shall be under no 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 Trustee shall keep confidential the name of each Mortgagor
except as required for the performance of this Agreement 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 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 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 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 having a need to know the
same, provided that the Trustee advises such recipient of the confidential
nature of the information being disclosed, or (iii) any other disclosure
authorized by the Purchaser.

     Within seventy (70) days of the Closing Date, the Trustee shall deliver to
the Purchaser and the Servicer the Trustee's Certification, substantially in the
form of Exhibit D to the Pooling and Servicing Agreement, evidencing the
completeness of the Mortgage Files, with any exceptions noted thereto.

Section 6. Sale Treatment.

          (a) [Reserved.]

          (b) It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans by the Seller to the Purchaser, as contemplated by this
Agreement be, and be treated as, a sale. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans by the
Seller to the Purchaser to secure a debt or other obligation of the Seller.
However, in the event that, notwithstanding the intent of the parties, the
Mortgage Loans are held by a court of competent jurisdiction to continue to be
property of the Seller, then (i) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the applicable
Uniform Commercial Code; (ii) the transfer of the Mortgage Loans provided for
herein shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in
accordance with the terms thereof and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, to the extent the Purchaser would otherwise be entitled to own such
Mortgage Loans and proceeds pursuant to Section 4 hereof, including all amounts,
other than investment earnings, from time to time held or invested in any
accounts created pursuant to the Pooling and Servicing Agreement, whether in the
form of cash, instruments, securities or other property; (iii) the possession by
the Purchaser or the Trustee of Mortgage Notes and such other items of property
as constitute instruments, money, negotiable documents


                                       -9-

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or chattel paper shall be deemed to be "possession by the secured party" for
purposes of perfecting the security interest pursuant to Section 9-305 (or
comparable provision) of the applicable Uniform Commercial Code; and (iv)
notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Purchaser for the
purpose of perfecting such security interest under applicable law. Any
assignment of the interest of the Purchaser pursuant to any provision hereof or
pursuant to the Pooling and Servicing Agreement shall also be deemed to be an
assignment of any security interest created hereby. The Seller and the Purchaser
shall, to the extent consistent with this Agreement, take such actions as may be
reasonably necessary to ensure that, if this Agreement were deemed to create a
security interest in the Mortgage Loans, 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 Pooling and Servicing
Agreement.

Section 7. Representations and Warranties of Seller Concerning the Mortgage
Loans.

     The Seller hereby represents and warrants to the Purchaser as of the
Closing Date or such other date as may be specified below with respect to each
Mortgage Loan being sold by it:

          (a) The information set forth with respect to the Mortgage Loans on
the Mortgage Loan Schedule provides an accurate listing of the Mortgage Loans,
and the information with respect to each Mortgage Loan on the Mortgage Loan
Schedule is true and correct in all material respects at the date or dates
respecting which such information is given;

           (b) [Reserved].

          (c) All payments required to be made up to the close of business on
the Closing Date for such Mortgage Loan under the terms of the Mortgage Note
have been made; the Seller has not advanced funds, or induced, solicited or
knowingly received any advance of funds from a party other than the owner of the
related Mortgaged Property, directly or indirectly, for the payment of any
amount required by the Mortgage Note or Mortgage; and there has been no
delinquency, exclusive of any period of grace, in any payment by the Mortgagor
thereunder during the last twelve months;

          (d) There are no delinquent taxes, ground rents, water charges, sewer
rents, assessments, insurance premiums, leasehold payments, including
assessments payable in future installments or other outstanding charges
affecting the related Mortgaged Property;

          (e) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if necessary to
maintain the lien priority of the Mortgage, and which have been delivered to the
custodian; the substance of any such waiver, alteration or modification has been
approved by the insurer under the primary insurance policy, if any, and the
title insurer, to the extent required by the related policy, and is reflected on
the related Mortgage Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in whole or
in part, except in connection with an


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assumption agreement approved by the insurer under the primary insurance policy,
if any, the title insurer, to the extent required by the policy, and which
assumption agreement has been delivered to the custodian and the terms of which
are reflected in the related Mortgage Loan Schedule;

          (f) The Mortgage Note and the Mortgage are not subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
nor will the operation of any of the terms of the Mortgage Note and the
Mortgage, or the exercise of any right thereunder, render the Mortgage
unenforceable, in whole or in part, or subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury and no such
right of rescission, set-off, counterclaim or defense has been asserted with
respect thereto;

          (g) All buildings upon the Mortgaged Property are insured by a
generally acceptable insurer in accordance with Originator's Underwriting
Guidelines against loss by fire, hazards of extended coverage and such other
hazards as are customary in the area where the Mortgaged Property is located.
All such insurance policies contain a standard mortgagee clause naming the
Originator, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a Flood
Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
Management Agency as having special flood hazards (and such flood insurance has
been made available) a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration is in effect which
policy conforms to the Originator's Underwriting Guidelines. The Mortgage
obligates the Mortgagor thereunder to maintain all such insurance at the
Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to maintain such insurance at Mortgagor's
cost and expense and to seek reimbursement therefor from the Mortgagor;

          (h) Any and all requirements of any federal, state or local law
including, without limitation, applicable laws governing prepayment penalties,
usury, truth in lending, real estate settlement procedures, consumer credit
protection, equal credit opportunity, fair housing, disclosure laws and all
applicable predatory and abusive lending laws applicable to the origination and
servicing of mortgage loans of a type similar to the Mortgage Loans have been
complied with and the consummation of the transactions contemplated hereby will
not involve the violation of any such laws;

          (i) The Mortgage has not been satisfied, cancelled, subordinated or
rescinded, in whole or in part, and the Mortgaged Property has not been released
from the lien of the Mortgage, in whole or in part, nor has any instrument been
executed that would effect any such satisfaction, cancellation, subordination,
rescission or release;

          (j) The related Mortgage is properly recorded and is a valid, existing
and enforceable first lien and first priority security interest on the Mortgaged
Property, including all improvements on the Mortgaged Property subject only to
(a) the lien of current real property taxes and assessments not yet due and
payable, (b) covenants, conditions and restrictions, rights of way, easements
and other matters of the public record as of the date of recording being
acceptable to mortgage lending institutions generally and specifically referred
to in the lender's title insurance policy delivered to the Originator of the
Mortgage Loan and which do not


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<PAGE>

adversely affect the Appraised Value of the Mortgaged Property and (c) other
matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by the
Mortgage or the use, enjoyment, value or marketability of the related Mortgaged
Property. Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Mortgage Loan establishes and
creates a valid, existing and enforceable first lien and first priority security
interest on the property described therein and the Seller has full right to sell
and assign the same to the Purchaser. The Mortgaged Property was not, as of the
date of origination of the Mortgage Loan, subject to a mortgage, deed of trust,
deed to secure debt or other security instrument creating a lien subordinate to
the lien of the Mortgage;

          (k) The Mortgage Note and the related Mortgage are genuine and each is
the legal, valid and binding obligation of the maker thereof, enforceable in
accordance with its terms subject to bankruptcy laws and similar laws of general
application affecting creditors' rights and subject to the application of the
rules of equity, including those respecting the availability of specific
performance;

           (l) All parties to the Mortgage Note and the Mortgage had legal
capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage
Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and
properly executed by such parties. The Mortgagor is a natural person, the
identity of such natural person was fully verified by the Seller and such
Mortgagor is not in violation of any laws regarding identity theft;

          (m) The proceeds of the Mortgage Loan have been fully disbursed to or
for the account of the Mortgagor and there is no obligation for the Mortgagee to
advance additional funds thereunder and any and all requirements as to
completion of any on-site or off-site improvement and as to disbursements of any
escrow funds therefor have been complied with. All costs, fees and expenses
incurred in making or closing the Mortgage Loan and the recording of the
Mortgage have been paid, and the Mortgagor is not entitled to any refund of any
amounts paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage;

          (n) The Seller is the sole legal, beneficial and equitable owner of
the Mortgage Note and the Mortgage. The Seller has full right and authority
under all governmental and regulatory bodies having jurisdiction over such
Seller, subject to no interest or participation of, or agreement with, any
party, to transfer and sell the Mortgage Loan to the Purchaser pursuant to this
Agreement free and clear of any encumbrance or right of others, equity, lien,
pledge, charge, mortgage, claim, participation interest or security interest of
any nature (collectively, a "Lien"); and immediately upon the transfers and
assignments herein contemplated, the Seller shall have transferred and sold all
of its right, title and interest in and to each Mortgage Loan and the Purchaser
will hold good, marketable and indefeasible title to, and be the owner of, each
Mortgage Loan subject to no Lien;

          (o) All Persons which have had any interest in the Mortgage Loan,
whether as originator, mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were): (A)
organized under the laws of such state, or (B) qualified to do business in such
state, or (C) federal savings and loan associations or national banks having
principal offices in such state, or (D) not doing business in such state so as
to


                                      -12-

<PAGE>

require qualification or licensing, or (E) not otherwise required to be licensed
in such state. All parties which have had any interest in the Mortgage Loan were
in compliance with any and all applicable "doing business" and licensing
requirements of the laws of the state wherein the Mortgaged Property is located
or were not required to be licensed in such state;

          (p) The Mortgage Loan is covered by an ALTA lender's title insurance
policy (which, in the case of an Adjustable Rate Mortgage Loan has an adjustable
rate mortgage endorsement in the form of ALTA 6.0 or 6.1) acceptable to FNMA and
FHLMC, issued by a title insurer acceptable to FNMA and FHLMC and qualified to
do business in the jurisdiction where the Mortgaged Property is located,
insuring (subject to the exceptions contained above in (x)(a) and (b)) the
Seller, its successors and assigns as to the first priority lien of the Mortgage
in the original principal amount of the Mortgage Loan and, with respect to any
Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity or
unenforceability of the lien resulting from the provisions of the Mortgage
providing for adjustment in the Mortgage Rate and Monthly Payment. Additionally,
such lender's title insurance policy affirmatively insures ingress and egress to
and from the Mortgaged Property, and against encroachments by or upon the
Mortgaged Property or any interest therein. The Seller is the sole insured of
such lender's title insurance policy, and such lender's title insurance policy
is in full force and effect and will be in full force and effect upon the
consummation of the transactions contemplated by this Agreement. No claims have
been made under such lender's title insurance policy, and no prior holder of the
related Mortgage, including the Seller, has done, by act or omission, anything
which would impair the coverage of such lender's title insurance policy;

          (q) There is no default, breach, violation or event of acceleration
existing under the Mortgage or the Mortgage Note and no event which, with the
passage of time or with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event of acceleration, and the
Seller has not waived any default, breach, violation or event of acceleration;

          (r) There are no mechanics' or similar liens or claims which have been
filed for work, labor or material (and no rights are outstanding that under law
could give rise to such lien) affecting the related Mortgaged Property which are
or may be liens prior to, or equal or coordinate with, the lien of the related
Mortgage;

          (s) All improvements which were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and no
improvements on adjoining properties encroach upon the Mortgaged Property;

          (t) At the time the Mortgage Loan was originated, the originator was a
(i) mortgagee approved by the Secretary of Housing and Urban Development
pursuant to Sections 203 and 211 of the National Housing Act or a savings and
loan association, a savings bank, a commercial bank or similar banking
institution which is supervised and examined by a Federal or State authority, or
(ii) a mortgage banker or broker licensed or authorized to do business in the
jurisdiction in which the related Mortgaged Property is located, applying the
same standards and procedures used by the Seller in originating Mortgage Loans
directly. The Seller


                                      -13-

<PAGE>

determined that the Mortgage Loans were originated in compliance with such
standards prior to purchasing the Mortgage Loans;

          (u) Principal payments on the Mortgage Loan shall commence (with
respect to any newly originated Mortgage Loans) or commenced no more than sixty
(60) days after the proceeds of the Mortgage Loan were disbursed. The Mortgage
Loan bears interest at the Mortgage Rate. With respect to each Mortgage Loan,
the Mortgage Note is payable on the first day of each month in Monthly Payments,
which, (A) in the case of a Fixed Rate Mortgage Loan, are sufficient to fully
amortize the original principal balance over the original term thereof and to
pay interest at the related Mortgage Rate, (B) in the case of an Adjustable Rate
Mortgage Loan, are changed on each Adjustment Date, and in any case, are
sufficient to fully amortize the original principal balance over the original
term thereof and to pay interest at the related Mortgage Rate and (C) in the
case of a Balloon Loan, are based on a twenty (20) or thirty (30) year
amortization schedule, as set forth in the related Mortgage Note, and a final
monthly payment substantially greater than the preceding monthly payment which
is sufficient to amortize the remaining principal balance of the Balloon Loan
and to pay interest at the related Mortgage Rate. The Index for each Adjustable
Rate Mortgage Loan is as defined in the related Mortgage Loan Schedule. The
Mortgage Note does not permit negative amortization. No Mortgage Loan is a
Convertible Mortgage Loan;

          (v) The origination and collection practices used by the Seller with
respect to each Mortgage Note and Mortgage have been in all respects legal,
proper, prudent and customary in the mortgage origination and servicing
industry. The Mortgage Loan has been serviced by the Seller and any predecessor
servicer in accordance with the terms of the Mortgage Note. With respect to any
Mortgage Loan which provides for an adjustable interest rate, all rate
adjustments have been performed in accordance with the terms of the related
Mortgage Note or subsequent modifications, if any. With respect to escrow
deposits and Escrow Payments, if any, all such payments are in the possession
of, or under the control of, the Seller and there exist no deficiencies in
connection therewith for which customary arrangements for repayment thereof have
not been made. No escrow deposits or Escrow Payments or other charges or
payments due the Seller have been capitalized under any Mortgage or the related
Mortgage Note and no such escrow deposits or Escrow Payments are being held by
the Seller for any work on a Mortgaged Property which has not been completed;

          (w) The Mortgaged Property is free of damage and waste and there is no
proceeding pending or threatened for the total or partial condemnation thereof
nor is such a proceeding currently occurring;

          (x) The Mortgage and related Mortgage Note contain customary and
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of the
benefits of the security provided thereby, including, (a) in the case of a
Mortgage designated as a deed of trust, by trustee's sale, and (b) otherwise by
judicial foreclosure. The Mortgaged Property has not been subject to any
bankruptcy proceeding (or with respect to each Mortgage Loan for which the
proceeds were used to pay off a bankruptcy of the Mortgagor, the related
Mortgaged Property is not subject to any bankruptcy proceeding) or foreclosure
proceeding, nor are any such proceedings pending and the Mortgagor has not filed
for protection under applicable bankruptcy laws. There is no


                                      -14-

<PAGE>

homestead or other exemption available to the Mortgagor which