POOLING AND SERVICING AGREEMENT

<PAGE>

Exhibit 4.1

MERRILL LYNCH MORTGAGE INVESTORS, INC.,
Depositor

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

and

HSBC BANK USA, NATIONAL ASSOCIATION,
Trustee

POOLING AND SERVICING AGREEMENT

Dated as of January 1, 2007

----------

Mortgage Pass-Through Certificates, MANA Series 2007-A1

<PAGE>

TABLE OF CONTENTS

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

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

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

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

<PAGE>

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

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

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

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

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

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


iii

<PAGE>

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

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

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

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


iv

<PAGE>

EXHIBITS
Exhibit A-1 - Form of Senior Certificates and Class M Certificates
Exhibit A-2 - Form of Class B Certificates
Exhibit A-3 - Form of Class R Certificate
Exhibit A-4 - Form of Class P Certificate
Exhibit A-5 - Form of Class C Certificate
Exhibit B - Mortgage Loan Schedule
Exhibit C - [Reserved]
Exhibit D - Request for Release of Documents
Exhibit E-1 - Form of Transferee's Letter
Exhibit E-2 - Form of Transferor Certificate
Exhibit F-1 - Form of Transferor Representation Letter
Exhibit F-2 - Form of Investor Representation Letter
Exhibit F-3 - Form of Rule 144A Letter
Exhibit G - Form of Custodial Agreement
Exhibit H-1 - Class A-1 One-Month LIBOR Cap Table
Exhibit H-2 - Class A-2 One-Month LIBOR Cap Table
Exhibit H-3 - Subordinate Certificate One-Month LIBOR Cap Table
Exhibit I-1 to I-3 - Assignment Agreements
Exhibit J-1 - Mortgage Loan Purchase Agreement
Exhibit J-2 - Mortgage Loan Purchase Agreement
Exhibit K - Servicing Criteria To Be Addressed in Assessment of
Compliance
Exhibit L - Form of Sarbanes-Oxley Certification
Exhibit M - Form of Back-up Sarbanes-Oxley Certification
Exhibit N-1 - Form of Class A-1 Corridor Contract
Exhibit N-2 - Form of Class A-2 Corridor Contract
Exhibit N-3 - Form of Subordinate Certificate Corridor Contract
Exhibit O - Additional Disclosure Notification
Exhibit P - Form of Item 1123 Certification of Servicer
Exhibit Q-1 - Additional Form 10-D Disclosure
Exhibit Q-2 - Additional Form 10-K Disclosure
Exhibit Q-3 - Form 8-K Disclosure Information
Exhibit R - Form of Swap Agreement
Exhibit S - Form of Cap Contract


v
<PAGE>

This Pooling and Servicing Agreement, dated as of January 1, 2007 (this
"Agreement" or this "Pooling and Servicing Agreement"), among MERRILL LYNCH
MORTGAGE INVESTORS, INC., as depositor (the "Depositor"), WELLS FARGO BANK,
N.A., as master servicer (in such capacity, the "Master Servicer") and as
securities administrator (in such capacity, the "Securities Administrator"), and
HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the "Trustee").

PRELIMINARY STATEMENT

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

As provided herein, the Securities Administrator shall elect that the Trust
Fund be treated for federal income tax purposes as consisting of (i) three real
estate mortgage investment conduits, (ii) the right to receive payments
distributable to the Class P Certificates, (iii) each Corridor Contract and the
Corridor Contract Account, (iv) the grantor trusts described in Section 9.12
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 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.

<PAGE>

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>
Class Initial Principal Balance Interest Rate
----- ------------------------- -------------
<S> <C> <C>
1-SW1 $ 12,668,822.604 (1)
1-SW1A $ 1,246,309.242 (2)
1-SW1B $ 1,246,309.242 (3)
1-SW2A $ 1,301,543.754 (2)
1-SW2B $ 1,301,543.754 (3)
1-SW3A $ 1,347,695.903 (2)
1-SW3B $ 1,347,695.903 (3)
1-SW4A $ 1,353,495.070 (2)
1-SW4B $ 1,353,495.070 (3)
1-SW5A $ 1,283,686.885 (2)
1-SW5B $ 1,283,686.885 (3)
1-SW6A $ 1,217,396.847 (2)
1-SW6B $ 1,217,396.847 (3)
1-SW7A $ 1,154,607.869 (2)
1-SW7B $ 1,154,607.869 (3)
1-SW8A $ 1,095,131.513 (2)
1-SW8B $ 1,095,131.513 (3)
1-SW9A $ 1,038,739.608 (2)
1-SW9B $ 1,038,739.608 (3)
1-SW10A $ 985,003.387 (2)
1-SW10B $ 985,003.387 (3)
1-SW11A $ 929,481.041 (2)
1-SW11B $ 929,481.041 (3)
1-SW12A $ 874,885.387 (2)
1-SW12B $ 874,885.387 (3)
1-SW13A $ 827,590.852 (2)
1-SW13B $ 827,590.852 (3)
1-SW14A $ 843,784.269 (2)
1-SW14B $ 843,784.269 (3)
1-SW15A $ 889,125.529 (2)
1-SW15B $ 889,125.529 (3)
1-SW16A $ 835,529.248 (2)
1-SW16B $ 835,529.248 (3)
1-SW17A $ 729,286.429 (2)
1-SW17B $ 729,286.429 (3)
1-SW18A $ 671,629.510 (2)
1-SW18B $ 671,629.510 (3)
1-SW19A $ 644,121.345 (2)
</TABLE>


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<PAGE>

<TABLE>
<S> <C> <C>
1-SW19B $ 644,121.345 (3)
1-SW20A $ 600,818.698 (2)
1-SW20B $ 600,818.698 (3)
1-SW21A $ 568,255.855 (2)
1-SW21B $ 568,255.855 (3)
1-SW22A $ 537,253.183 (2)
1-SW22B $ 537,253.183 (3)
1-SW23A $ 505,393.472 (2)
1-SW23B $ 505,393.472 (3)
1-SW24A $ 474,456.250 (2)
1-SW24B $ 474,456.250 (3)
1-SW25A $ 482,303.341 (2)
1-SW25B $ 482,303.341 (3)
1-SW26A $ 531,734.347 (2)
1-SW26B $ 531,734.347 (3)
1-SW27A $ 971,308.313 (2)
1-SW27B $ 971,308.313 (3)
1-SW28A $ 1,232,262.828 (2)
1-SW28B $ 1,232,262.828 (3)
1-SW29A $ 353,312.329 (2)
1-SW29B $ 353,312.329 (3)
1-SW30A $ 303,704.229 (2)
1-SW30B $ 303,704.229 (3)
1-SW31A $ 102,364.835 (2)
1-SW31B $ 102,364.835 (3)
1-SW32A $ 269,742.536 (2)
1-SW32B $ 269,742.536 (3)
1-SW33A $ 253,588.307 (2)
1-SW33B $ 253,588.307 (3)
1-SW34A $ 238,870.898 (2)
1-SW34B $ 238,870.898 (3)
1-SW35A $ 225,021.150 (2)
1-SW35B $ 225,021.150 (3)
1-SW36A $ 212,142.434 (2)
1-SW36B $ 212,142.434 (3)
1-SW37A $ 200,176.894 (2)
1-SW37B $ 200,176.894 (3)
1-SW38A $ 195,649.792 (2)
1-SW38B $ 195,649.792 (3)
1-SW39A $ 184,121.067 (2)
1-SW39B $ 184,121.067 (3)
1-SW40A $ 164,329.454 (2)
1-SW40B $ 164,329.454 (3)
1-SW41A $ 155,634.229 (2)
1-SW41B $ 155,634.229 (3)
</TABLE>


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<PAGE>

<TABLE>
<S> <C> <C>
1-SW42A $ 145,550.911 (2)
1-SW42B $ 145,550.911 (3)
1-SW43A $ 137,703.820 (2)
1-SW43B $ 137,703.820 (3)
1-SW44A $ 139,991.982 (2)
1-SW44B $ 139,991.982 (3)
1-SW45A $ 133,206.459 (2)
1-SW45B $ 133,206.459 (3)
1-SW46A $ 112,294.925 (2)
1-SW46B $ 112,294.925 (3)
1-SW47A $ 106,410.059 (2)
1-SW47B $ 106,410.059 (3)
1-SW48A $ 103,052.147 (2)
1-SW48B $ 103,052.147 (3)
1-SW49A $ 115,733.791 (2)
1-SW49B $ 115,733.791 (3)
1-SW50A $ 157,805.550 (2)
1-SW50B $ 157,805.550 (3)
1-SW51A $ 508,629.209 (2)
1-SW51B $ 508,629.209 (3)
1-SW52A $ 674,140.735 (2)
1-SW52B $ 674,140.735 (3)
2-SW2 $127,472,850.966 (4)
2-SW1A $ 12,540,280.758 (5)
2-SW1B $ 12,540,280.758 (6)
2-SW2A $ 13,096,046.746 (5)
2-SW2B $ 13,096,046.746 (6)
2-SW3A $ 13,560,426.597 (5)
2-SW3B $ 13,560,426.597 (6)
2-SW4A $ 13,618,777.430 (5)
2-SW4B $ 13,618,777.430 (6)
2-SW5A $ 12,916,372.115 (5)
2-SW5B $ 12,916,372.115 (6)
2-SW6A $ 12,249,366.153 (5)
2-SW6B $ 12,249,366.153 (6)
2-SW7A $ 11,617,587.631 (5)
2-SW7B $ 11,617,587.631 (6)
2-SW8A $ 11,019,140.487 (5)
2-SW8B $ 11,019,140.487 (6)
2-SW9A $ 10,451,728.892 (5)
2-SW9B $ 10,451,728.892 (6)
2-SW10A $ 9,911,038.613 (5)
2-SW10B $ 9,911,038.613 (6)
2-SW11A $ 9,352,376.459 (5)
2-SW11B $ 9,352,376.459 (6)
</TABLE>


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<PAGE>

<TABLE>
<S> <C> <C>
2-SW12A $ 8,803,038.613 (5)
2-SW12B $ 8,803,038.613 (6)
2-SW13A $ 8,327,164.148 (5)
2-SW13B $ 8,327,164.148 (6)
2-SW14A $ 8,490,101.231 (5)
2-SW14B $ 8,490,101.231 (6)
2-SW15A $ 8,946,321.971 (5)
2-SW15B $ 8,946,321.971 (6)
2-SW16A $ 8,407,039.752 (5)
2-SW16B $ 8,407,039.752 (6)
2-SW17A $ 7,338,031.571 (5)
2-SW17B $ 7,338,031.571 (6)
2-SW18A $ 6,757,891.490 (5)
2-SW18B $ 6,757,891.490 (6)
2-SW19A $ 6,481,106.155 (5)
2-SW19B $ 6,481,106.155 (6)
2-SW20A $ 6,045,397.802 (5)
2-SW20B $ 6,045,397.802 (6)
2-SW21A $ 5,717,752.645 (5)
2-SW21B $ 5,717,752.645 (6)
2-SW22A $ 5,405,805.817 (5)
2-SW22B $ 5,405,805.817 (6)
2-SW23A $ 5,085,235.528 (5)
2-SW23B $ 5,085,235.528 (6)
2-SW24A $ 4,773,947.250 (5)
2-SW24B $ 4,773,947.250 (6)
2-SW25A $ 4,852,904.159 (5)
2-SW25B $ 4,852,904.159 (6)
2-SW26A $ 5,350,275.653 (5)
2-SW26B $ 5,350,275.653 (6)
2-SW27A $ 9,773,239.687 (5)
2-SW27B $ 9,773,239.687 (6)
2-SW28A $ 12,398,946.672 (5)
2-SW28B $ 12,398,946.672 (6)
2-SW29A $ 3,555,005.171 (5)
2-SW29B $ 3,555,005.171 (6)
2-SW30A $ 3,055,851.771 (5)
2-SW30B $ 3,055,851.771 (6)
2-SW31A $ 1,029,988.165 (5)
2-SW31B $ 1,029,988.165 (6)
2-SW32A $ 2,714,131.464 (5)
2-SW32B $ 2,714,131.464 (6)
2-SW33A $ 2,551,588.693 (5)
2-SW33B $ 2,551,588.693 (6)
2-SW34A $ 2,403,503.102 (5)
</TABLE>


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<PAGE>

<TABLE>
<S> <C> <C>
2-SW34B $ 2,403,503.102 (6)
2-SW35A $ 2,264,147.850 (5)
2-SW35B $ 2,264,147.850 (6)
2-SW36A $ 2,134,563.066 (5)
2-SW36B $ 2,134,563.066 (6)
2-SW37A $ 2,014,166.606 (5)
2-SW37B $ 2,014,166.606 (6)
2-SW38A $ 1,968,615.208 (5)
2-SW38B $ 1,968,615.208 (6)
2-SW39A $ 1,852,613.933 (5)
2-SW39B $ 1,852,613.933 (6)
2-SW40A $ 1,653,472.046 (5)
2-SW40B $ 1,653,472.046 (6)
2-SW41A $ 1,565,981.271 (5)
2-SW41B $ 1,565,981.271 (6)
2-SW42A $ 1,464,523.589 (5)
2-SW42B $ 1,464,523.589 (6)
2-SW43A $ 1,385,566.680 (5)
2-SW43B $ 1,385,566.680 (6)
2-SW44A $ 1,408,590.018 (5)
2-SW44B $ 1,408,590.018 (6)
2-SW45A $ 1,340,314.541 (5)
2-SW45B $ 1,340,314.541 (6)
2-SW46A $ 1,129,904.075 (5)
2-SW46B $ 1,129,904.075 (6)
2-SW47A $ 1,070,690.941 (5)
2-SW47B $ 1,070,690.941 (6)
2-SW48A $ 1,036,903.853 (5)
2-SW48B $ 1,036,903.853 (6)
2-SW49A $ 1,164,505.709 (5)
2-SW49B $ 1,164,505.709 (6)
2-SW50A $ 1,587,828.950 (5)
2-SW50B $ 1,587,828.950 (6)
2-SW51A $ 5,117,793.291 (5)
2-SW51B $ 5,117,793.291 (6)
2-SW52A $ 6,783,159.265 (5)
2-SW52B $ 6,783,159.265 (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 1 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 1 Net WAC, subject
to a maximum rate of 2 times the REMIC Swap Rate for such Distribution
Date.


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<PAGE>

(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 1 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 2 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 2 Net WAC, subject
to a maximum rate of 2 times the REMIC Swap Rate for such Distribution
Date.

(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 2 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, Classes of Corresponding Certificates and related Loan
Group for each interest in the Lower Tier REMIC:

<TABLE>
<CAPTION>
Class(es) of
Corresponding
Initial Principal Certificates or
Class Balance Interest Rate Related Loan 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-3 (1) (8) A-3
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) Loan Group 1
LTII1B (4) (9) Loan Group 1
LTII2A (5) (8) Loan Group 2
LTII2B (6) (10) Loan Group 2
</TABLE>


-7-

<PAGE>

<TABLE>
<S> <C> <C> <C>
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 Class Certificate 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.

(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 1 Mortgage Loans over (ii) the aggregate of the initial Class
Certificate Balances of the Group 1 Certificates.

(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 1
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 2 Mortgage Loans over (ii) the aggregate of the initial Class
Certificate Balances of the Group 2 Certificates.

(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 2
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.


-8-

<PAGE>

(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.

<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
</TABLE>


-9-

<PAGE>

<TABLE>
<S> <C>
Class 2-SW24A
7-31 Class 1-SW25A
Class 2-SW25A
7-32 Class 1-SW26A
Class 2-SW26A
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
</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 Principal Class of Related
Class 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-3 (1) (2) A-3
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 and the
Residual Interest shall be an annual rate equal to the Certificate 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
Certificate 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.


-11-

<PAGE>

THE CERTIFICATES

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

<TABLE>
<CAPTION>
Initial Class Certificate Integral Multiples Minimum
Class Balance or Initial Notional in Excess of Denominations or
Designation Amount Minimum Percentage Interest
----------- --------------------------- ------------------ -------------------
<S> <C> <C> <C>
Class A-1 $ 68,226,000 $1.00 $25,000.00
Class A-2A $313,025,000 $1.00 $25,000.00
Class A-2B $ 87,648,000 $1.00 $25,000.00
Class A-2C $117,164,000 $1.00 $25,000.00
Class A-3 $100,000,000 $1.00 $25,000.00
Class A-2D $ 68,649,000 $1.00 $25,000.00
Class R $ 100 N/A $ 100
Class M-1 $ 10,961,000 $1.00 $25,000.00
Class M-2 $ 9,743,000 $1.00 $25,000.00
Class M-3 $ 6,495,000 $1.00 $25,000.00
Class M-4 $ 4,871,000 $1.00 $25,000.00
Class M-5 $ 4,059,000 $1.00 $25,000.00
Class M-6 $ 3,653,000 $1.00 $25,000.00
Class B-1 $ 2,841,000 $1.00 $25,000.00
Class B-2 $ 2,841,000 $1.00 $25,000.00
Class B-3 $ 4,059,000 $1.00 $25,000.00
Class P N/A(1) 1% 100%
Class C (2) 1% (2)
</TABLE>

----------
(1) The Class P Certificates shall not have minimum dollar denominations or
Class Certificate Balance and shall be issued in a minimum percentage
interest of 10% and an aggregate percentage interest of 100%. The Class P
Certificates will be entitled to receive Prepayment Penalties on the
Prepayment Penalty Mortgage Loans.

(2) The Class C Certificates shall not have minimum dollar denominations as the
Class Certificate Balance thereof shall vary over time as described herein
and shall be issued in a minimum percentage interest of 10% and an
aggregate percentage interest of 100%.

As of the Cut-off Date, the Mortgage Loans had an aggregate Stated
Principal Balance of $811,955,191.57.

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


-12-
<PAGE>

ARTICLE I
DEFINITIONS

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

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

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

Accountant's Attestation: As defined in Section 3.17.

Accrual Period: With respect to the Certificates, their Corresponding REMIC
Regular Interests and the Lower Tier REMIC Interests and a Distribution Date,
the period from and including the preceding Distribution Date (or from the
Closing Date in the case of the first Distribution Date) to and including the
day prior to 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
with respect to the 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 Disclosure Notification: As defined in Section 3.18(b).

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

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

Adjustment Date: means, with respect to a Mortgage Loan, generally the
first day of the month or months specified in the related mortgage note.

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

Affiliate: As to any Person, any other Person controlling, controlled by or
under common control with such Person. "Control" means the power to direct the
management and policies of a Person, directly or indirectly, whether through
ownership of voting securities, by contract or otherwise. "Controlled" and
"Controlling" have meanings correlative to the foregoing. The Master Servicer
may conclusively presume that a Person is not an Affiliate of another Person
unless a Responsible Officer of the Master Servicer has actual knowledge to the
contrary.


-13-

<PAGE>

Agreement: This Pooling and Servicing Agreement, dated as of January 1,
2007, by and among the Depositor, the Master Servicer, the Securities
Administrator and the Trustee, including the exhibits hereto, and all amendments
hereof and supplements hereto.

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

Applied Realized Loss Amount: With respect to any class of Subordinate
Certificates and as to any Distribution Date, the sum of the Realized Losses
with respect to the Mortgage Loans which have been applied in reduction of the
Class Certificate Balance of such class.

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

Assessment of Compliance: As defined in Section 3.17.

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

Assignment Agreements: The CitiMortgage Assignment Agreement, the
GreenPoint Assignment Agreement, the PHH Assignment Agreement and the Wells
Fargo Assignment Agreement, which are attached hereto as Exhibits I-1 through
I-5, respectively.

Auction: The one-time auction conducted by the Securities Administrator, as
described in Section 10.01(b) hereof.

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

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

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

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


-14-

<PAGE>

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

Cap Contract: The confirmation and agreement, including the schedule
thereto and the related credit support annex, between the Cap Contract
Counterparty and the Supplemental Interest Trust Trustee for the benefit of the
Certificateholders (in the form of Exhibit B of Exhibit Q attached hereto).

Cap Contract Account: The separate Eligible Account created and maintained
by the Supplemental Interest Trust Trustee pursuant to Section 6.01(m) in the
name of the Supplemental Interest Trust Trustee for the benefit of the Issuing
Entity and designated "Wells Fargo Bank, National Association, as Supplemental
Interest Trust Trustee of Merrill Lynch Mortgage Investors, Inc., Mortgage
Pass-Through Certificates, MANA Series 2007-A1 - Cap Contract Account." Funds in
the 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: The Royal Bank of Scotland plc with whom the
Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest
Trust, entered into each of the Corridor Contracts and with whom the
Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest
Trust, entered into 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 6.000%. 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 for such Distribution Date over (B) the Swap Agreement Notional Balance
for such Distribution Date, if LIBOR exceeds 6.000%.

Cap/Corridor Posted Collateral Account: The segregated Eligible Account
created and maintained by the Supplemental Interest Trust Trustee pursuant to
Section 6.01(l) in the name of the Supplemental Interest Trust Trustee for the
benefit of the Issuing Entity and designated "Wells Fargo Bank, N.A., as
Supplemental Interest Trust Trustee, in trust for registered holders of First
Merrill Lynch Alternative Note Asset Trust, Mortgage Loan Asset-Backed
Certificates, Series 2007-A1." Funds in the Cap/Corridor Posted Collateral
Account shall be held in trust for the Issuing Entity for the uses and purposes
set forth in the Cap Contract and Corridor Contracts.

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

Certificate Margin: Means the Class A-1 Certificate Margin, the Class A-2A
Certificate Margin, the Class A-2B Certificate Margin, the Class A-2C
Certificate Margin, the Class A-3 Certificate Margin, the Class A-2D Certificate
Margin, the Class M-1 Certificate Margin, the Class M-2 Certificate Margin, the
Class M-3 Certificate Margin, the Class M-4 Certificate Margin, the Class M-5
Certificate Margin, the Class M-6 Certificate Margin, the Class B-1


-15-

<PAGE>

Certificate Margin, the Class B-2 Certificate Margin, the Class B-3 Certificate
Margin, and the Class R Certificate Margin.

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

Certificate Rate: Means, with respect to any class of the LIBOR
Certificates on any Distribution Date, the lesser of (1) One-Month LIBOR plus
the related Certificate Margin for such class of Certificates, (2) the related
Available Funds Cap and (3) the related Maximum Rate Cap.

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

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

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

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

CitiMortgage: CitiMortgage, Inc., or any successor thereto.

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

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

CitiMortgage Servicing Agreements: Each of (i) the Mortgage Servicing
Purchase and Sale Agreement, dated as of September 1, 2006, between the Sponsor
and CitiMortgage; (i) the Mortgage Servicing Purchase and Sale Agreement, dated
as of February 27, 2006, between the Sponsor and CitiMortgage; and (iii) the
Mortgage Servicing Purchase and Sale Agreement, dated as of May 31, 2006,
between the Sponsor and CitiMortgage.

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

Class 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 1 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 1 Mortgage Loans
to the Stated Principal Balance of the total pool of Mortgage Loans) allocable
to the Group 1 Mortgage Loans of any Net Swap Payments or Swap Termination
Payments (other


-16-

<PAGE>

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 1 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 and Class R Certificates.

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

Class A-1 Certificate Rate: For the first Distribution Date, 5.5440% 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 Class Certificate Balance: As of any date of determination, the
aggregate Class Certificate Balance of the Class A-1 Certificates.

Class A-1 Corridor Contract: The confirmation and agreement, including the
schedule thereto and the related credit support annex, between the Supplemental
Interest Trust Trustee on behalf of the Supplemental Interest Trust and the Cap
Contract Counterparty (in the form of Exhibit N-1 hereto).

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 One-Month LIBOR Cap Table attached
hereto as Exhibit H-1.

Class A-1 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-1 Certificate Rate on
the Class A-1 Class Certificate 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-1 Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment Interest
Shortfalls 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 interest on such prior Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable law) at the
Class A-1 Certificate Rate for the related Accrual Period.

Class A-1 Lower Collar: With respect to each Distribution Date, the
applicable per annum rate set forth under the heading "1ML Strike Lower Collar"
in the Class A-1 One-Month LIBOR Cap Table (set forth on Exhibit H-1).


-17-

<PAGE>

Class A-1 Margin: As of any Distribution Date, (i) on or before the Initial
Optional Termination Date, 0.160% per annum, and (ii) after the Initial Optional
Termination Date, 0.320% 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 1 Mortgage Loans had
the Group 1 Mortgage Loans provided for interest at their maximum lifetime Net
Mortgage Rates less the pro rata portion (calculated based on the ratio of the
Stated Principal Balance of the Group 1 Mortgage Loans to the Stated Principal
Balance of the total pool of Mortgage Loans) allocable to the Group 1 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 1
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 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 10.840% 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 Mortgage Loans in Group 2 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 2 Mortgage Loans
to the Stated Principal Balance of the total pool of Mortgage Loans) allocable
to the Group 2 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 2 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.

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

Class A-2 Corridor Contract: The confirmation and agreement, including the
schedule thereto and the related credit support annex, between the Supplemental
Interest Trust Trustee on behalf of the Supplemental Interest Trust and the Cap
Contract Counterparty (in the form of Exhibit N-2 hereto).


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<PAGE>

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 One-Month LIBOR Cap Table attached
hereto as Exhibit H-2.

Class A-2 Lower Collar: With respect to each Distribution Date, the
applicable per annum rate set forth under the heading "1ML Strike Lower Collar"
in the Class A-2 One-Month LIBOR Cap Table (set forth on Exhibit H-2).

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 2 Mortgage Loans had
the Group 2 Mortgage Loans provided for interest at their maximum lifetime Net
Mortgage Rates less the pro rata portion (calculated based on the ratio of the
Stated Principal Balance of the Group 2 Mortgage Loans to the Stated Principal
Balance of the total pool of Mortgage Loans) allocable to the Group 2 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 2
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 10.340% per annum.

Class A-2A Certificate: Any Certificate designated as a "Class A-2A
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to distributions as set forth herein.

Class A-2A Certificate Rate: For the first Distribution Date, 5.4540% 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-2A Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-2A Certificate Rate on
the Class A-2A Class Certificate 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 Prepayment Interest
Shortfalls 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 interest on such


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<PAGE>

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

Class A-2A Margin: As of any Distribution Date, (i) on or before the
Initial Optional Termination Date, 0.070% per annum, and (ii) after the Initial
Optional Termination Date, 0.140% per annum.

Class A-2B Certificate: Any Certificate designated as a "Class A-2B
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to distributions as set forth herein.

Class A-2B Certificate Rate: For the first Distribution Date, 5.5340% 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-2B Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-2B Certificate Rate on
the Class A-2B Class Certificate 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 interest on such prior Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable law) at the
Class A-2B Certificate Rate for the related Accrual Period.

Class A-2B Margin: As of any Distribution Date, (i) on or before the
Initial Optional Termination Date, 0.150% per annum, and (ii) after the Initial
Optional Termination Date, 0.300% per annum.

Class A-2C Certificate: Any Certificate designated as a "Class A-2C
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to distributions as set forth herein.

Class A-2C Certificate Rate: For the first Distribution Date, 5.6140% 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-2C Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-2C Certificate Rate on
the Class A-2C Class Certificate 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


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<PAGE>

as a voidable preference by a trustee in bankruptcy, less any Prepayment
Interest Shortfalls 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 interest on such prior Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable law) at the
Class A-2C Certificate Rate for the related Accrual Period.

Class A-2C Margin: As of any Distribution Date, (i) on or before the
Initial Optional Termination Date, 0.230% per annum, and (ii) after the Initial
Optional Termination Date, 0.460% per annum.

Class A-2D Certificate: Any Certificate designated as a "Class A-2D
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to distributions as set forth herein.

Class A-2D Certificate Rate: For the first Distribution Date, 5.6040% 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 A-2D Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-2D Certificate Rate on
the Class A-2D Class Certificate 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 Prepayment Interest
Shortfalls 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 interest on such prior Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable law) at the
Class A-2D Certificate Rate for the related Accrual Period.

Class A-2D Margin: As of any Distribution Date, (i) on or before the
Initial Optional Termination Date, 0.220% per annum, and (ii) after the Initial
Optional Termination Date, 0.440% per annum.

Class A-3 Certificate: Any Certificate designated as a "Class A-3
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to distributions as set forth herein.


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<PAGE>

Class A-3 Certificate Rate: For the first Distribution Date, 5.5440% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class A-3 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-3 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-3 Certificate Rate on
the Class A-3 Class Certificate 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-3 Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment Interest
Shortfalls allocated on such Distribution Date to the Class A-3 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-3 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-3 Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
A-3 Certificates with respect to interest on such prior Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable law) at the
Class A-3 Certificate Rate for the related Accrual Period.

Class A-3 Margin: As of any Distribution Date, (i) on or before the Initial
Optional Termination Date, 0.160% per annum, and (ii) after the Initial Optional
Termination Date, 0.320% per annum.

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

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

Class B-1 Certificate: Any Certificate designated as "Class B-1 Certificate
"on the face thereof in the form of Exhibit A-2 hereto, representing the right
to distributions as set forth herein.

Class B-1 Certificate Rate: For the first Distribution Date, 6.1840% 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.

Class B-1 Class Certificate Balance: As of any date of determination, the
aggregate Class Certificate 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 Certificate Rate on
the Class B-1 Class Certificate Balance as of such Distribution Date plus the
portion of any previous distributions on such Class in respect of Current
Interest or Class B-1 Interest Carry Forward Amount that is recovered as a


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<PAGE>

voidable preference by a trustee in bankruptcy, less any Prepayment Interest
Shortfalls 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 interest on such prior Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable law) at the
Class B-1 Certificate Rate for the related Accrual Period.

Class B-1 Margin: As of any Distribution Date, (i) on or before the Initial
Optional Termination Date, 0.800% per annum, and (ii) after the Initial Optional
Termination Date, 1.200% per annum.

Class B-1 Principal Distribution Amount: means, with respect to any
Distribution Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount if the aggregate Class Certificate Balance of the Senior
Certificates and Class M Certificates 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 Certificate Balance of the Senior
Certificates (after taking into account distributions of the Senior Principal
Distribution Amount to the Senior Certificates for such Distribution Date), (B)
the Class Certificate Balance of the Class M-1 Certificates (after taking into
account distributions of the Class M-1 Principal Distribution Amount to the
Class M-1 Certificates for such Distribution Date), (C) the Class Certificate
Balance of the Class M-2 Certificates (after taking into account distributions
of the Class M-2 Principal Distribution Amount to the Class M-2 Certificates for
such Distribution Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account distributions of the Class M-3 Principal
Distribution Amount to the Class M-3 Certificates for such Distribution Date),
(E) the Class Certificate Balance of the Class M-4 Certificates (after taking
into account distributions of the Class M-4 Principal Distribution Amount to the
Class M-4 Certificates for such Distribution Date), (F) the Class Certificate
Balance of the Class M-5 Certificates (after taking into account distributions
of the Class M-5 Principal Distribution Amount to the Class M-5 Certificates for
such Distribution Date), (G) the Class Certificate Balance of the Class M-6
Certificates (after taking into account distributions of the Class M-6 Principal
Distribution Amount to the Class M-6 Certificates for such Distribution Date)
and (H) the Class Certificate Balance of the Class B-1 Certificates immediately
prior to such Distribution Date over (2) the lesser of (A) 96.40% of the
aggregate Stated Principal Balance of the Mortgage Loans as of such Distribution
Date and (B) the excess of the aggregate Stated Principal Balance of the
Mortgage Loans as of as of such Distribution Date over the Minimum Required
Overcollateralization Amount. Notwithstanding the above, (1) on any Distribution
Date prior to the Stepdown Date on which the aggregate Class Certificate Balance
of the Senior Certificates and Class M Certificates has been reduced to zero,
the Class B-1 Principal Distribution Amount will equal the lesser of (A) the
outstanding Class Certificate Balance of the Class B-1 Certificates and (B) 100%
of the Principal Distribution Amount remaining after any distributions on the
Senior Certificates and Class M Certificates and (2) in no event will the Class
B-1 Principal Distribution Amount with respect to any Distribution Date exceed
the Class Certificate Balance of the Class B-1 Certificates.

Class B-2 Certificate: Any Certificate designated as "Class B-2 Certificate
"on the face thereof in the form of Exhibit A-2 hereto, representing the right
to distributions as set forth herein.


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<PAGE>

Class B-2 Certificate Rate: For the first Distribution Date, 6.3840% 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 Class Certificate Balance: As of any date of determination, the
aggregate Class Certificate 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 Certificate Rate on
the Class B-2 Class Certificate Balance as of such Distribution Date plus the
portion of any previous distributions on such Class in respect of Current
Interest or Class B-2 Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment Interest
Shortfalls allocated on such Distribution Date to the Class B-2 Certificates.

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 interest on such prior Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable law) at the
Class B-2 Certificate Rate for the related Accrual Period.

Class B-2 Margin: As of any Distribution Date, (i) on or before the Initial
Optional Termination Date, 1.000% per annum, and (ii) after the Initial Optional
Termination Date, 1.500% per annum.

Class B-2 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount if
the aggregate Class Certificate Balance of the Class A, Class M and Class B-1
Certificates 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 Certificate Balance of the Senior Certificates (after taking into
account distributions of the Senior Principal Distribution Amount to the Senior
Certificates for such Distribution Date), (B) the Class Certificate Balance of
the Class M-1 Certificates (after taking into account distributions of the Class
M-1 Principal Distribution Amount to the Class M-1 Certificates for such
Distribution Date), (C) the Class Certificate Balance of the Class M-2
Certificates (after taking into account distributions of the Class M-2 Principal
Distribution Amount to the Class M-2 Certificates for such Distribution Date),
(D) the Class Certificate Balance of the Class M-3 Certificates (after taking
into account distributions of Class M-3 Principal Distribution Amount to the
Class M-3 Certificates for such Distribution Date), (E) the Class Certificate
Balance of the Class M-4 Certificates (after taking into account distributions
of the Class M-4 Principal Distribution Amount to the Class M-4 Certificates for
such Distribution Date), (F) the Class Certificate Balance of the Class M-5
Certificates (after taking into account distributions of the Class M-5 Principal
Distribution Amount to the Class M-5 Certificates for such Distribution Date),
(G) the Class Certificate Balance of the Class M-6 Certificates (after taking
into account distributions of the Class M-6 Principal Distribution Amount to the
Class M-6 Certificates for such Distribution Date), (H) the Class Certificate
Balance of the Class B-1 Certificates (after taking into account distributions
of the Class B-1 Principal Distribution Amount to the Class B-1 Certificates for
such Distribution Date), and (I) the Class Certificate


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<PAGE>

Balance of the Class B-2 Certificates immediately prior to such Distribution
Date over (2) the lesser of (A) 97.10% of the aggregate Stated Principal Balance
of the Mortgage Loans as of such Distribution Date and (B) the excess of the
aggregate Stated Principal Balance of the Mortgage Loans as of such Distribution
Date over the Minimum Required Overcollateralization Amount. Notwithstanding the
above, (1) on any Distribution Date prior to the Stepdown Date on which the
aggregate Class Certificate Balance of the 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 (A) the outstanding Class Certificate Balance of
the Class B-2 Certificates and (B) 100% of the Principal Distribution Amount
remaining after any distributions on the Class A, Class M and Class B-1
Certificates and (2) in no event will the Class B-2 Principal Distribution
Amount with respect to any Distribution Date exceed the Class Certificate
Balance of the Class B-2 Certificates.

Class B-3 Certificate: Any Certificate designated as "Class B-3 Certificate
"on the face thereof in the form of Exhibit A-2 hereto, representing the right
to distributions as set forth herein.

Class B-3 Certificate Rate: For the first Distribution Date, 6.6840% 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 Class Certificate Balance: As of any date of determination, the
aggregate Class Certificate 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 Certificate Rate on
the Class B-3 Class Certificate Balance as of such Distribution Date plus the
portion of any previous distributions on such Class in respect of Current
Interest or Class B-3 Interest Carry Forward Amount that is recovered as a
voidable preference by a trustee in bankruptcy, less any Prepayment Interest
Shortfalls 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 interest on such prior Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable law) at the
Class B-3 Certificate Rate for the related Accrual Period.

Class B-3 Margin: As of any Distribution Date, (i) on or before the Initial
Optional Termination Date, 1.300% per annum, and (ii) after the Initial Optional
Termination Date, 1.9500% per annum.

Class B-3 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount if
the aggregate Class Certificate Balance of the Class A, Class M, Class B-1 and
Class B-2 Certificates 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 Certificate Balance of the Senior


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<PAGE>

Certificates (after taking into account distributions of the Senior Principal
Distribution Amount to the Senior Certificates for such Distribution Date), (B)
the Class Certificate Balance of the Class M-1 Certificates (after taking into
account distributions of the Class M-1 Principal Distribution Amount to the
Class M-1 Certificates for such Distribution Date), (C) the Class Certificate
Balance of the Class M-2 Certificates (after taking into account distributions
of the Class M-2 Principal Distribution Amount to the Class M-2 Certificates for
such Distribution Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account distributions of Class M-3 Principal
Distribution Amount to the Class M-3 Certificates for such Distribution Date),
(E) the Class Certificate Balance of the Class M-4 Certificates (after taking
into account distributions of the Class M-4 Principal Distribution Amount to the
Class M-4 Certificates for such Distribution Date), (F) the Class Certificate
Balance of the Class M-5 Certificates (after taking into account distributions
of the Class M-5 Principal Distribution Amount to the Class M-5 Certificates for
such Distribution Date), (G) the Class Certificate Balance of the Class M-6
Certificates (after taking into account distributions of the Class M-6 Principal
Distribution Amount to the Class M-6 Certificates for such Distribution Date),
(H) the Class Certificate Balance of the Class B-1 Certificates (after taking
into account distributions of the Class B-1 Principal Distribution Amount to the
Class B-1 Certificates for such Distribution Date), (I) the Class Certificate
Balance of the Class B-2 Certificates (after taking into account distributions
of the Class B-2 Principal Distribution Amount to the Class B-2 Certificates for
such Distribution Date), and (J) the Class Certificate Balance of the Class B-3
Certificates immediately prior to such Distribution Date over (2) the lesser of
(A) 98.10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
such Distribution Date and (B) the excess of the aggregate Stated Principal
Balance of the Mortgage Loans as of such Distribution Date over the Minimum
Required Overcollateralization Amount. Notwithstanding the above, (1) on any
Distribution Date prior to the Stepdown Date on which the aggregate Class
Certificate Balance of the 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 (A) the outstanding Class Certificate Balance of
the Class B-3 Certificates and (B) 100% of the Principal Distribution Amount
remaining after any distributions on the Class A, Class M, Class B-1 and Class
B-2 Certificates and (2) in no event will the Class B-3 Principal Distribution
Amount with respect to any Distribution Date exceed the Class Certificate
Balance of the Class B-3 Certificates.

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

Class C Certificate: Any Certificate designated as a "Class C Certificate"
on the face thereof, in the form of Exhibit A-5 hereto, representing the right
to distributions as set forth herein.

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


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<PAGE>

is recovered as a voidable preference by a trustee in bankruptcy, less any
Prepayment Interest Shortfalls 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.

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
Class Certificate 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 Class Certificate
Balance of such Class C Certificates (A) pursuant to the last sentence of the
definition of "Class Certificate Balance" or (B) attributable to distributions
of proceeds of the Swap Agreement or Cap Contract.

Class Certificate Balance: As to any Certificate and as of any Distribution
Date, the Initial Class Certificate Balance of such Certificate less the sum of
(1) all amounts distributed with respect to such Certificate in reduction of the
Class Certificate Balance thereof on previous Distribution Dates pursuant to
Section 6.01, and (2) any Realized Loss Amounts allocated to such Certificate on
previous Distribution Dates pursuant to Section 6.01(j). On each Distribution
Date, after all distributions 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 Class Certificate 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
Class Certificate Balance of any Class of Certificates then outstanding for
which any 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


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<PAGE>

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 Class Certificate Balance of any more senior Class
of Certificates pursuant to this sentence on such Distribution Date).

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.

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 LTA-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 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 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 Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
over (ii) the initial principal balance of the Lower Tier REMIC I Marker
Interests, and with an interest rate equal to the Net Rate.


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<PAGE>

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 Stated Principal Balance of the Group 1 Mortgage Loans as of the
Cut-off Date over (ii) the aggregate of the initial Class Certificate Balances
of the Group 1 Certificates, 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 Stated
Principal Balance of the Group 1 Mortgage Loans as of the Cut-off Date, 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 Stated Principal Balance of the Group 2 Mortgage Loans as of the
Cut-off Date over (ii) the aggregate of the initial Class Certificate Balances
of the Group 2 Certificates, 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 Stated
Principal Balance of the Group 2 Mortgage Loans as of the Cut-off Date, 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 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 Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
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 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.

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.


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<PAGE>

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 Certificate: Any one of the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5 and Class M-6 Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit A-1, executed by the
Securities Administrator and authenticated and delivered by the Securities
Administrator, representing the right to distributions as set forth herein and
therein.

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

Class M-1 Certificate: Any Certificate designated as a "Class M-1
Certificate" on the face thereof, in the form of Exhibit A hereto, representing
the right to distributions as set forth herein.

Class M-1 Certificate Rate: For the first Distribution Date, 5.6440% 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 Class Certificate Balance: As of any date of determination, the
aggregate Class Certificate 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 Certificate Rate on
the Class M-1 Class Certificate 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 Prepayment Interest
Shortfalls 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 interest on such prior Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable law) at the
Class M-1 Certificate Rate for the related Accrual Period.

Class M-1 Margin: As of any Distribution Date, (i) on or before the Initial
Optional Termination Date, 0.260% per annum, and (ii) after the Initial Optional
Termination Date, 0.390% per annum.

Class M-1 Principal Distribution Amount: with respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount if
the aggregate Class Certificate Balance of the Senior Certificates 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 aggregate
Class Certificate Balance of the Senior Certificates (after taking into account


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<PAGE>

distributions of the Senior Principal Distribution Amount to the Senior
Certificates for such Distribution Date) and (B) the Class Certificate Balance
of the Class M-1 Certificates immediately prior to such Distribution Date over
(2) the lesser of (A) 88.60% of the aggregate Stated Principal Balance of the
Mortgage Loans as of such Distribution Date and (B) the excess of the aggregate
Stated Principal Balance of the Mortgage Loans as of such Distribution Date over
the Minimum Required Overcollateralization Amount. Notwithstanding the above,
(1) on any Distribution Date prior to the Stepdown Date on which the aggregate
Class Certificate Balance of the Senior Certificates has been reduced to zero,
the Class M-1 Principal Distribution Amount will equal the lesser of (A) the
outstanding Class Certificate Balance of the Class M-1 Certificates and (B) 100%
of the Principal Distribution Amount remaining after any distributions on the
Senior Certificates and (2) in no event will the Class M-1 Principal
Distribution Amount with respect to any Distribution Date exceed the Class
Certificate Balance of the Class M-1 Certificates.

Class M-2 Certificate: Any Certificate designated as a "Class M-2
Certificate" on the face thereof, in the form of Exhibit A hereto, representing
the right to distributions as set forth herein.

Class M-2 Certificate Rate: For the first Distribution Date, 5.6640% 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 Class Certificate Balance: As of any date of determination, the
aggregate Class Certificate 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 Certificate Rate on
the Class M-2 Class Certificate 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 Prepayment Interest
Shortfalls allocated on such Distribution Date to the Class M-2 Certificates.

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 interest on such prior Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable law) at the
Class M-2 Certificate Rate for the related Accrual Period.

Class M-2 Margin: As of any Distribution Date, (i) on or before the Initial
Optional Termination Date, 0.280% per annum, and (ii) after the Initial Optional
Termination Date, 0.420% per annum.

Class M-2 Principal Distribution Amount: with respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount if
the Class Certificate Balance of each class of Senior Certificates and Class M-1
Certificates has been reduced to zero and a Stepdown Trigger Event exists, or,
as long as a Stepdown Trigger Event does not exist, the


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<PAGE>

excess of (1) the sum of (A) the aggregate Class Certificate Balance of the
Senior Certificates (after taking into account distributions of the Senior
Principal Distribution Amount to the Senior Certificates for such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account distributions of the Class M-1 Principal Distribution Amount
to the Class M-1 Certificates for such Distribution Date) and (C) the Class
Certificate Balance of the Class M-2 Certificates immediately prior to such
Distribution Date over (2) the lesser of (A) 91.00% of the aggregate Stated
Principal Balance of the Mortgage Loans as of such Distribution Date and (B) the
excess of the aggregate Stated Principal Balance of the Mortgage Loans as of
such Distribution Date over the Minimum Required Overcollateralization Amount.
Notwithstanding the above, (1) on any Distribution Date prior to the Stepdown
Date on which the aggregate Class Certificate Balance of the Senior Certificates
and the Class M-1 Certificates has been reduced to zero, the Class M-2 Principal
Distribution Amount will equal the lesser of (A) the outstanding Class
Certificate Balance of the Class M-2 Certificates and (B) 100% of the Principal
Distribution Amount remaining after any distributions on the Senior Certificates
and Class M-1 Certificates and (2) in no event will the Class M-2 Principal
Distribution Amount with respect to any Distribution Date exceed the Class
Certificate Balance of the Class M-2 Certificates

Class M-3 Certificate: Any Certificate designated as a "Class M-3
Certificate" on the face thereof, in the form of Exhibit A hereto, representing
the right to distributions as set forth herein.

Class M-3 Certificate Rate: For the first Distribution Date, 5.6840% 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 Class Certificate Balance: As of any date of determination, the
aggregate Class Certificate 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 Certificate Rate on
the Class M-3 Class Certificate 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 Prepayment Interest
Shortfalls 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 interest on such prior Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable law) at the
Class M-3 Certificate Rate for the related Accrual Period.

Class M-3 Margin: As of any Distribution Date, (i) on or before the Initial
Optional Termination Date, 0.300% per annum, and (ii) after the Initial Optional
Termination Date, 0.450% per annum.


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<PAGE>

Class M-3 Principal Distribution Amount: with respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount if
the Class Certificate Balance of each class of Class A, Class M-1 and Class M-2
Certificates 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 aggregate Class Certificate Balance of the Senior Certificates (after
taking into account distributions of the Senior Principal Distribution Amount to
the Senior Certificates for such Distribution Date), (B) the Class Certificate
Balance of the Class M-1 Certificates (after taking into account distributions
of the Class M-1 Principal Distribution Amount to the Class M-1 Certificates for
such Distribution Date), (C) the Class Certificate Balance of the Class M-2
Certificates (after taking into account distributions of the Class M-2 Principal
Distribution Amount to the Class M-2 Certificates for such Distribution Date)
and (D) the Class Certificate Balance of the Class M-3 Certificates immediately
prior to such Distribution Date over (2) the lesser of (A) 92.60% of the
aggregate Stated Principal Balance of the Mortgage Loans as of such Distribution
Date and (B) the excess of the aggregate Stated Principal Balance of the
Mortgage Loans as of such Distribution Date over the Minimum Required
Overcollateralization Amount. Notwithstanding the above, (1) on any Distribution
Date prior to the Stepdown Date on which the aggregate Class Certificate Balance
of the Class A, Class M-1 and Class M-2 Certificates has been reduced to zero,
the Class M-3 Principal Distribution Amount will equal the lesser of (A) the
outstanding Class Certificate Balance of the Class M-3 Certificates and (B) 100%
of the Principal Distribution Amount remaining after any distributions on the
Class A, Class M-1 and Class M-2 Certificates and (2) in no event will the Class
M-3 Principal Distribution Amount with respect to any Distribution Date exceed
the Class Certificate Balance of the Class M-3 Certificates.

Class M-4 Certificate: Any Certificate designated as a "Class M-4
Certificate" on the face thereof, in the form of Exhibit A hereto, representing
the right to distributions as set forth herein.

Class M-4 Certificate Rate: For the first Distribution Date, 5.7440% 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.

Class M-4 Class Certificate Balance: As of any date of determination, the
aggregate Class Certificate 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 Certificate Rate on
the Class M-4 Class Certificate 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 Prepayment Interest
Shortfalls 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 interest on such


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<PAGE>

prior Distribution Dates and (2) interest on such excess (to the extent
permitted by applicable law) at the Class M-4 Certificate Rate for the related
Accrual Period.

Class M-4 Margin: As of any Distribution Date, (i) on or before the Initial
Optional Termination Date, 0.360% per annum, and (ii) after the Initial Optional
Termination Date, 0.540% per annum.

Class M-4 Principal Distribution Amount: with respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount if
the Class Certificate Balance of each class of Class A, Class M-1, Class M-2 and
Class M-3 Certificates 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 aggregate Class Certificate Balance of the Senior
Certificates (after taking into account distributions of the Senior Principal
Distribution Amount to the Senior Certificates for such Distribution Date), (B)
the Class Certificate Balance of the Class M-1 Certificates (after taking into
account distributions of the Class M-1 Principal Distribution Amount to the
Class M-1 Certificates for such Distribution Date), (C) the Class Certificate
Balance of the Class M-2 Certificates (after taking into account distributions
of the Class M-2 Principal Distribution Amount to the Class M-2 Certificates for
such Distribution Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account distributions of the Class M-3 Principal
Distribution Amount to the Class M-3 Certificates for such Distribution Date)
and (E) the Class Certificate Balance of the Class M-4 Certificates immediately
prior to such Distribution Date over (2) the lesser of (A) 93.80% of the
aggregate Stated Principal Balance of the Mortgage Loans as of such Distribution
Date and (B) the excess of the aggregate Stated Principal Balance of the
Mortgage Loans as of such Distribution Date over the Minimum Required
Overcollateralization Amount. Notwithstanding the above, (1) on any Distribution
Date prior to the Stepdown Date on which the aggregate Class Certificate Balance
of the Class A, Class M-1, Class M-2 and Class M-3 Certificates has been reduced
to zero, the Class M-4 Principal Distribution Amount will equal the lesser of
(A) the outstanding Class Certificate Balance of the Class M-4 Certificates and
(B) 100% of the Principal Distribution Amount remaining after any distributions
on the Class A, Class M-1, Class M-2 and Class M-3 Certificates and (2) in no
event will the Class M-4 Principal Distribution Amount with respect to any
Distribution Date exceed the Class Certificate Balance of the Class M-4
Certificates.

Class M-5 Certificate: Any Certificate designated as a "Class M-5
Certificate" on the face thereof, in the form of Exhibit A hereto, representing
the right to distributions as set forth herein.

Class M-5 Certificate Rate: For the first Distribution Date, 5.7840% 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 Class Certificate Balance: As of any date of determination, the
aggregate Class Certificate Balance of the Class M-5 Certificates.


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Class M-5 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-5 Certificate Rate on
the Class M-5 Class Certificate 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 Prepayment Interest
Shortfalls 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 actually distributed to the Class
M-5 Certificates with respect to interest on such prior Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable law) at the
Class M-5 Certificate Rate for the related Accrual Period.

Class M-5 Margin: Means As of any Distribution Date, (i) on or before the
Initial Optional Termination Date, 0.400% per annum, and (ii) after the Initial
Optional Termination Date, 0.600% per annum.

Class M-5 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount if
the Class Certificate Balance of each class of Class A, Class M-1, Class M-2,
Class M-3 and Class M-4 Certificates 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 aggregate Class Certificate Balance of the
Senior Certificates (after taking into account distributions of the Senior
Principal Distribution Amount to the Senior Certificates for such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account distributions of the Class M-1 Principal Distribution Amount
to the Class M-1 Certificates for such Distribution Date), (C) the Class
Certificate Balance of the Class M-2 Certificates (after taking into account
distributions of the Class M-2 Principal Distribution Amount to the Class M-2
Certificates for such Distribution Date), (D) the Class Certificate Balance of
the Class M-3 Certificates (after taking into account distributions of the Class
M-3 Principal Distribution Amount to the Class M-3 Certificates for such
Distribution Date), (E) the Class Certificate Balance of the Class M-4
Certificates (after taking into account distributions of the Class M-4 Principal
Distribution Amount to the Class M-4 Certificates for such Distribution Date)
and (F) the Class Certificate Balance of the Class M-5 Certificates immediately
prior to such Distribution Date over (2) the lesser of (A) 94.80% of the
aggregate Stated Principal Balance of the Mortgage Loans as of such Distribution
Date and (B) the excess of the aggregate Stated Principal Balance of the
Mortgage Loans as of such Distribution Date over the Minimum Required
Overcollateralization Amount. Notwithstanding the above, (1) on any Distribution
Date prior to the Stepdown Date on which the aggregate Class Certificate Balance
of the Class A, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates has
been reduced to zero, the Class M-5 Principal Distribution Amount will equal the
lesser of (A) the outstanding Class Certificate Balance of the Class M-5
Certificates and (B) 100% of the Principal Distribution Amount remaining after
any distributions on the Class A, Class M-1, Class M-2, Class M-3 and Class M-4
Certificates and (2) in no event will the Class M-5 Principal Distribution
Amount with respect to any Distribution Date exceed the Class Certificate
Balance of the Class M-5 Certificates.


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<PAGE>

Class M-6 Certificate: Any Certificate designated as a "Class M-6
Certificate" on the face thereof, in the form of Exhibit A hereto, representing
the right to distributions as set forth herein.

Class M-6 Certificate Rate: For the first Distribution Date, 5.8340% 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 Class Certificate Balance: As of any date of determination, the
aggregate Class Certificate 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 Certificate Rate on
the Class M-6 Class Certificate 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 Prepayment Interest
Shortfalls 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 interest on such prior Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable law) at the
Class M-6 Certificate Rate for the related Accrual Period.

Class M-6 Margin: As of any Distribution Date, (i) on or before the Initial
Optional Termination Date, 0.450% per annum, and (ii) after the Initial Optional
Termination Date, 0.675% per annum.

Class M-6 Principal Distribution Amount: with respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount if
the Class Certificate Balance of each class of Class A, Class M-1, Class M-2,
Class M-3, Class M-4 and Class M-5 Certificates 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 aggregate Class Certificate Balance
of the Senior Certificates (after taking into account distributions of the
Principal Distribution Amount to the Senior Certificates for such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account distributions of the Class M-1 Principal Distribution Amount
to the Class M-1 Certificates for such Distribution Date), (C) the Class
Certificate Balance of the Class M-2 Certificates (after taking into account
distributions of the Class M-2 Principal Distribution Amount to the Class M-2
Certificates for such Distribution Date), (D) the Class Certificate Balance of
the Class M-3 Certificates (after taking into account distributions of the Class
M-3 Principal Distribution Amount to the Class M-3 Certificates for such
Distribution Date), (E) the Class Certificate Balance of the Class M-4
Certificates (after taking into account distributions of the Class M-4 Principal
Distribution Amount to the Class M-4 Certificates for such Distribution Date),
(F) the Class Certificate Balance of the Class M-5 Certificates (after taking
into account distributions of the Class M-5 Principal Distribution Amount to the
Class M-5 Certificates for such Distribution Date) and (G)


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<PAGE>

the Class Certificate Balance of the Class M-6 Certificates immediately prior to
such Distribution Date over (2) the lesser of (A) 95.70% of the aggregate Stated
Principal Balance of the Mortgage Loans as of such Distribution Date and (B) the
excess of the aggregate Stated Principal Balance of the Mortgage Loans as of
such Distribution Date over the Minimum Required Overcollateralization Amount.
Notwithstanding the above, (1) on any Distribution Date prior to the Stepdown
Date on which the aggregate Class Certificate Balance of the Class A, Class M-1,
Class M-2, Class M-3, Class M-4 and Class M-5 Certificates has been reduced to
zero, the Class M-6 Principal Distribution Amount will equal the lesser of (A)
the outstanding Class Certificate Balance of the Class M-6 Certificates and (B)
100% of the Principal Distribution Amount remaining after any distributions on
the Class A, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5
Certificates and (2) in no event will the Class M-6 Principal Distribution
Amount with respect to any Distribution Date exceed the Class Certificate
Balance of the Class M-6 Certificates.

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

Class R Certificate: The Class R Certificate executed, authenticated and
delivered by the Securities Administrator substantially in the form annexed
hereto as Exhibit A-3 and evidencing the ownership of the residual interest in
each REMIC.

Class R Certificate Rate: For the first Distribution Date, 5.5440% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class R 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 R Class Certificate Balance: As of any date of determination, the
aggregate Class Certificate 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 Certificate Rate on the Class R
Class Certificate 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 Prepayment Interest Shortfalls 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 interest on such prior Distribution Dates and (2)
interest on such excess (to the extent permitted by applicable law) at the Class
R Certificate Rate for the related Accrual Period.


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Class R Margin: With respect to any Distribution Date, (i) on or before the
Initial Optional Termination Date, 0.160%, and (ii) after the Initial Optional
Termination Date, 0.320%.

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

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

Closing Date: February 9, 2007.

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

Commission: The Securities and Exchange Commission.

Compensating Interest Payment: As defined in Section 6.05.

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

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

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

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

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

Corporate Trust Office: With respect to the Trustee, the principal
corporate trust office of the Trustee at which at any particular time its
corporate trust business in connection with this Agreement shall be
administered, which office at the date of the execution of this instrument is
located at HSBC Bank USA, National Association, 452 Fifth Avenue, New York, New
York 10018, Attention: Issuer Services - Merrill Lynch Mortgage Investors, Inc.,
MANA Series 2007-A1, or at such other address as the Trustee may designate from
time to time by notice to the Certificateholders, the Depositor and the Master
Servicer and with respect to the Securities Administrator, for Certificate
transfer purposes, Wells Fargo Center, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479, Attn: Corporate Trust Services - MANA 2007-A1, and
for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland, 21045,
Attn: Client Service Manager - MANA 2007-A1.


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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 LTA-3 Interest, the Class A-3
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 Certificates Corridor Contract.

Corridor Contract Account: The separate Eligible Account created and
maintained by the Supplemental Interest Trust Trustee pursuant to Section
6.01(l) in the name of the Supplemental Interest Trust Trustee for the benefit
of the Issuing Entity and designated "Wells Fargo Bank, National Association, as
Supplemental Interest Trust Trustee for Merrill Lynch Mortgage Investors, Inc.,
Mortgage Pass-Through Certificates, MANA Series 2007-A1 - Corridor Contract
Account." 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
Subordinate Certificates Corridor Contract Notional Balance.

Corridor Contract Termination Date: The Distribution Date in July 2007.

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

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

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


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<PAGE>

Custodian: Wells Fargo Bank, N.A., including any successors in interest, or
any successor custodian appointed pursuant to the provisions hereof and of the
Custodial Agreement.

Cut-off Date: January 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.

Debt Service Reduction: Any reduction of the Monthly Payments which a
Mortgagor is obligated to pay with respect to a Mortgage Loan as a result of any
proceeding under the Bankruptcy Code or any other similar state law or other
proceeding.

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).

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

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

Definitive Certificates: As defined in Section 5.06.

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

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

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

Designated Depository Institution: A depository institution (commercial
bank, federal savings bank, mutual savings bank or savings and loan association)
or trust company (which may include the Trustee), the deposits of which are
fully insured by the FDIC to the extent provided by law.


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<PAGE>

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

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

Distribution Account: The trust account or accounts created and maintained
pursuant to Section 4.04, which shall be denominated "Wells Fargo Bank, National
Association, as Securities Administrator for HSBC Bank USA, National
Association, as Trustee f/b/o holders of Merrill Lynch Mortgage Investors, Inc.,
Mortgage Pass-Through Certificates, MANA Series 2007-A1 - Distribution Account."
The Distribution Account shall be an Eligible Account.

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

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

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

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

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


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<PAGE>

not have an adverse effect on the then-current ratings assigned to the Classes
of the Certificates then rated by the Rating Agencies). Eligible Accounts may
bear interest.

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

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

ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that would satisfy the requirements of
Prohibited Transaction Exemption 90-29, Exemption Application No. D-8012, 55
Fed. Reg. 21459 (1990), as amended, granted to the underwriter by the United
States Department of Labor (or any other applicable underwriter's exemption
granted by the United States Department of Labor), except, in relevant part, for
the requirement that the certificates have received a rating at the time of
acquisition that is in one of the three (or four, in the case of a "designated
transaction") highest generic rating categories by at least one of the Rating
Agencies.

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

Excess Interest: On any Distribution Date, for the Senior Certificates,
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 Liquidation Proceeds: To the extent that such amount is not required
by law to be paid to the related Mortgagor, the amount, if any, by which
Liquidation Proceeds with respect to a Liquidated Mortgage Loan exceed the sum
of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued but
unpaid interest at the related Mortgage Interest Rate through the last day of
the month in which the related Liquidation Date occurs, plus (ii) related
Liquidation Expenses.

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

Extra Principal Distribution Amount: With respect to any Distribution Date,
(1) prior to the Stepdown Date, the excess, if any, of (A) the sum of (x) the
aggregate Class Certificate Balance of the Certificates (other than the Class C
Certificates) reduced by the Principal Funds with respect to such Distribution
Date and (y) $7,713,574 over (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of such Distribution Date and (2) on and after the Stepdown
Date, the excess, if any, of (A) the sum of (x) the aggregate Class Certificate
Balance of the Certificates (other than the Class C Certificates) reduced by the
Principal Funds with respect to such Distribution Date and (y) the greater of
(a) 1.90% of the aggregate Stated Principal Balance of the Mortgage Loans as of
such Distribution Date and (b) the Minimum Required Overcollateralization Amount
less (B) the aggregate Stated Principal Balance of the Mortgage Loans; 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 then-current aggregate Stated Principal Balance of the Mortgage
Loans (and will remain fixed at the


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<PAGE>

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.

Extraordinary Trust Fund Expenses: Any amounts reimbursable to the Master
Servicer or the Depositor pursuant to this Agreement, including but not limited
to Sections 4.03, 4.05 and 7.04, any amounts reimbursable to the Trustee and the
Securities Administrator from the Trust Fund pursuant to this Agreement,
including but not limited to Section 9.05, and any other costs, expenses,
liabilities and losses borne by the Trust Fund (exclusive of any cost, expense,
liability or loss that is specific to a particular Mortgage Loan or REO Property
and is taken into account in calculating a Realized Loss in respect thereof) for
which the Trust Fund has not and, in the reasonable good faith judgment of the
Securities Administrator, shall not, obtain reimbursement or indemnification
from any other Person.

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

FDIC: Federal Deposit Insurance Corporation or any successor thereto.

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

Fitch: Fitch Ratings or its successor in interest.

Floating Rate Certificate Carryover: With respect to a Distribution Date,
in the event that the Certificate Rate for a class of Senior, Class M or Class B
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
Certificate 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 and (II) the aggregate Class
Certificate 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, (B) the unpaid portion of any such excess from prior
Distribution Dates (and interest accrued thereon at the then applicable
Certificate Rate for such class, 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.


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

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

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

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

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

GreenPoint Servicing Agreement: The Master Mortgage Loan Purchase and
Servicing Agreement, dated as of April 1, 2003, between the Terwin Advisors LLC
and GreenPoint.

Gross Margin: As to each Mortgage Loan, the fixed percentage set forth in
the related Mortgage Note and indicated on the Mortgage Loan Schedule which
percentage is added to the related Index on each Interest Adjustment Date to
determine (subject to rounding, the minimum and maximum Mortgage Interest Rate
and the Periodic Rate Cap) the Mortgage Interest Rate until the next Interest
Adjustment Date.

Group 1 Certificates: The Class A-1 and Class R Certificates.

Group 1 Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule.

Group 1 Net WAC: The Net WAC of Loan Group 1.

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

Group 1 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 the Group 1 Mortgage Loans and the
denominator of which is the amount of Principal Funds received from all of the
Mortgage Loans.


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<PAGE>

Group 2 Certificates: The Class A-2A, Class A-2B, Class A-2C, Class A-3 and
Class A-2D Certificates.

Group 2 Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule.

Group 2 Net WAC: The Net WAC of Loan Group 2.

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

Group 2 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 the Group 2 Mortgage Loans and the
denominator of which is the amount of Principal Funds received from all of the
Mortgage Loans.

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

Independent: When used with respect to any specified Person, any such
Person who (a) is in fact independent of the Depositor, the Master Servicer and
their respective Affiliates, (b) does not have any direct financial interest in
or any material indirect financial interest in the Depositor or the Master
Servicer or any Affiliate thereof, and (c) is not connected with the Depositor
or the Master Servicer or any Affiliate thereof as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar
functions; provided, however, that a Person shall not fail to be Independent of
the Depositor or the Master Servicer or any Affiliate thereof merely because
such Person is the beneficial owner of 1% or less of any class of securities
issued by the Depositor or the Master Servicer or any Affiliate thereof, as the
case may be.

Index: The index, if any, specified in a Mortgage Note by reference to
which the related Mortgage Interest Rate will be adjusted from time to time.

Initial Certification: The certification substantially in the form of
Exhibit One to the Custodial Agreement.

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


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

Insurance Policy: With respect to any Mortgage Loan, any standard hazard
insurance policy, flood insurance policy or title insurance policy.

Insurance Proceeds: Amounts paid by the insurer under any Insurance Policy
covering any Mortgage Loan or Mortgaged Property other than amounts required to
be paid over to the Mortgagor pursuant to law or the related Mortgage Note or
Security Instrument and other than amounts used to repair or restore the
Mortgaged Property or to reimburse insured expenses.

Interest Adjustment Date: With respect to a Mortgage Loan, the date, if
any, specified in the related Mortgage Note on which the Mortgage Interest Rate
is subject to adjustment.

Interest 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-3 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 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: Each date that is the second LIBOR Business
Day preceding the commencement of each Accrual Period for the Certificates.

Interest Funds: With respect to any Distribution Date and the Mortgage
Loans, the sum, without duplication, of (1) all scheduled interest due during
the related Due Period that is received before the related Servicer Remittance
Date or advanced on or before the related Servicer Remittance Date less the
Servicing Fee and the mortgage insurance premiums, (2) all Advances relating to
interest, (3) all Compensating Interest Payments, (4) liquidation proceeds
collected during the related Prepayment Period (to the extent such liquidation
proceeds relate to interest), (5) proceeds of any Mortgage Loan purchased by the
Depositor or any transferor under the Pooling and Servicing Agreement during the
related Prepayment Period for document defects, breach of a representation or
warranty, realization upon default or optional termination (to the extent such
proceeds relate to interest) and (6) Prepayment Penalties received with respect
to the related Mortgage Loans, less all non-recoverable Advances relating to
interest and certain indemnification amounts, expenses reimbursed to the
Trustee, Securities Administrator, Master Servicer and the Servicers.

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

Issuing Entity: Merrill Lynch Alternative Note Asset Trust, Series 2007-A1.


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Latest Possible Maturity Date: With respect to the Certificates, the
Distribution Date in January 2037.

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

LIBOR Certificates: Any of the Certificates (other than the Class C and
Class P Certificates).

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

Liquidation Date: With respect to any Liquidated Mortgage Loan, the date on
which the related Servicer has certified that such Mortgage Loan has become a
Liquidated Mortgage Loan.

Liquidation Expenses: With respect to a Mortgage Loan in liquidation,
unreimbursed expenses paid or incurred by or for the account of the Master
Servicer or the related Servicer in connection with the liquidation of such
Mortgage Loan and the related Mortgaged Property, such expenses including (a)
property protection expenses, (b) property sales expenses, (c) foreclosure and
sale costs, including court costs and reasonable attorneys' fees, and (d)
similar expenses reasonably paid or incurred in connection with liquidation.

Liquidation Proceeds: With respect to any Mortgage Loan, cash received in
connection with the liquidation of a defaulted Mortgage Loan, whether through
trustee's sale, foreclosure sale or otherwise, and amounts received through
Insurance Proceeds and condemnation proceeds.

Loan Group: Loan Group 1 or Loan Group 2, as applicable.

Loan Group 1: The group of Mortgage Loans designated as belonging to Loan
Group 1 on the Mortgage Loan Schedule.

Loan Group 2: The group of Mortgage Loans designated as belonging to Loan
Group 2 on the Mortgage Loan Schedule.

Loan-to-Value Ratio: With respect to any Mortgage Loan, the fraction,
expressed as a percentage, the numerator of which is the original principal
balance of the related Mortgage Loan and the denominator of which is the
Original Value of the related Mortgaged Property.

Lower Tier REMIC: As described in the Preliminary Statement and Section
9.12.

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-3 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


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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 the Group 1 Mortgage Loans over (B) the
current Class Certificate Balance of the Class A-1 and Class R Certificates to
(ii) the excess of (A) the aggregate Stated Principal Balance of the Group 2
Mortgage Loans over (B) the current Class Certificate Balance of the Class A-2
Certificates.

Master Servicer: Wells Fargo Bank, N.A. including any successors in
interest who meet the qualifications for a master servicer set forth in this
Agreement, and any successor master servicer appointed hereunder.

Master Servicer Collection Account: The trust account or accounts created
and maintained pursuant to Section 4.02, which shall be denominated "Wells Fargo
Bank, National Association as Master Servicer for HSBC Bank USA, National
Association, as Trustee f/b/o holders of Merrill Lynch Mortgage Investors, Inc.,
Mortgage Pass-Through Certificates, MANA Series 2007-A1 - Master Servicer
Collection Account." The Master Servicer Collection Account shall be an Eligible
Account.

Master Servicing Compensation: The meaning specified in Section 3.14.

Maximum Lifetime Mortgage Rate: The maximum level to which a Mortgage
Interest Rate can adjust in accordance with its terms, regardless of changes in
the applicable Index.

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

Minimum Lifetime Mortgage Rate: The minimum level to which a Mortgage
Interest Rate can adjust in accordance with its terms, regardless of changes in
the applicable Index.

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 any
successor in interest.


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Monthly Advance: An advance of principal or interest required to be made by
the applicable Servicer pursuant to the related Servicing Agreement or the
Master Servicer pursuant to Section 6.04.

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

Monthly Statement: The statement distributed to Certificateholders pursuant
to Section 6.03.

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

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

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

Mortgage Interest Rate: The annual rate at which interest accrues from time
to time on any Mortgage Loan pursuant to the related Mortgage Note, which rate
is equal to the "Mortgage Interest Rate" set forth with respect thereto on the
Mortgage Loan Schedule.

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

Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement,
dated as of January 1, 2007, between the Sponsor and the Depositor, as
purchaser, and all amendments thereof and supplements thereto, attached hereto
as Exhibit J-2.

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

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

Mortgage Pool: The pool of Mortgage Loans, identified on Exhibits B-1 and
B-2 from time to time, and any REO Properties acquired in respect thereof.


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Mortgaged Property: Land and improvements securing the indebtedness of a
Mortgagor under the related Mortgage Loan or, in the case of REO Property, such
REO Property.

Mortgagor: The obligor on a Mortgage Note.

Net Excess Cashflow: Any Interest Funds and Principal Funds not otherwise
required to be distributed with respect to principal of and interest on the
Certificates and not otherwise required to be distributed to the Class P
Certificates.

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

Net Mortgage Rate: With respect to each Mortgage Loan, the Mortgage
Interest Rate in effect from time to time less the Servicing Fee Rate and the
rate paid to mortgage insurance providers (each expressed as a per annum 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 Loan Group, the
weighted average Net Mortgage Rate for the Mortgage Loans in such Loan Group
calculated based on the 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).

Offered Certificate: Any Senior Certificate or Subordinate Certificate
issued hereunder.

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

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, 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


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

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

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

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


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Original Value: The lesser of (i) the Appraised Value or (ii) the sales
price of a Mortgaged Property at the time of origination of a Mortgage Loan,
except in instances where either clauses (i) or (ii) is unavailable, the other
may be used to determine the Original Value, or if both clauses (i) and (ii) are
unavailable, Original Value may be determined from other sources reasonably
acceptable to the Depositor.

Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage Loan
which, prior to such Due Date, was not the subject of a Principal Prepayment in
Full, did not become a Liquidated Mortgage Loan and was not purchased or
replaced.

Outstanding Principal Balance: As of the time of any determination, the
principal balance of a Mortgage Loan remaining to be paid by the Mortgagor, or,
in the case of an REO Property, the principal balance of the related Mortgage
Loan remaining to be paid by the Mortgagor at the time such property was
acquired by the Trust Fund less any Net Liquidation Proceeds with respect
thereto to the extent applied to principal.

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

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

PHH: PHH, Inc., or any successor thereto.

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

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

PHH MLMC Assignment Agreement: The Assignment, Assumption and Recognition
Agreement, dated as of January 1, 2007, among Merrill Lynch Mortgage Capital,
Inc., the Sponsor and PHH.

PHH Servicing Agreement: The Mortgage Loan Flow Purchase, Sale and
Servicing Agreement, dated as of March 27, 2001, among Merrill Lynch Mortgage
Capital, Inc., PHH and Bishop's Gate Residential Mortgage Trust.

Percentage Interest: With respect to any Certificate (other than the Class
R and Class P Certificates), a fraction, expressed as a percentage, the
numerator of which is the Initial Class Certificate Balance represented by such
Certificate and the denominator of which is the Initial Class Certificate
Balance of the related Class. With respect to the Class R and Class P


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Certificates, the Percentage Interest evidenced thereby shall be as specified on
the face thereof, or otherwise, be equal to 100%.

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

Permitted Investments: Any one or more of the following obligations or
securities held in the name of the Trustee for the benefit of the
Certificateholders (provided that such obligation or security must be a
"permitted investment" within the meaning of such term as provided for in
Section 860G(a)(5) of the Code):

(i) direct obligations of, and obligations the timely payment of which
are fully guaranteed by the United States of America or any agency or
instrumentality of the United States of America the obligations of which
are backed by the full faith and credit of the United States of America;

(ii) (a) demand or time deposits, federal funds or bankers'
acceptances issued by any depository institution or trust company
incorporated under the laws of the United States of America or any state
thereof (including the Trustee or the Master Servicer or its Affiliates
acting in its commercial banking capacity) and subject to supervision and
examination by federal and/or state banking authorities, provided that the
commercial paper and/or the short-term debt rating and/or the long-term
unsecured debt obligations of such depository institution or trust company
at the time of such investment or contractual commitment providing for such
investment have the Applicable Credit Rating or better from each Rating
Agency and (b) any other demand or time deposit or certificate of deposit
that is fully insured by the Federal Deposit Insurance Corporation;

(iii) repurchase obligations with respect to (a) any security
described in clause (i) above or (b) any other security issued or
guaranteed by an agency or instrumentality of the United States of America,
the obligations of which are backed by the full faith and credit of the
United States of America, in either case entered into with a depository
institution or trust company (acting as principal) described in clause
(ii)(a) above where the Trustee holds the security therefor;

(iv) securities bearing interest or sold at a discount issued by any
corporation (including the Trustee, the Securities Administrator or the
Master Servicer or its Affiliates) incorporated under the laws of the
United States of America or any state thereof that have the Applicable
Credit Rating or better from each Rating Agency at the time of such
investment or contractual commitment providing for such investment;
provided, however, that securities issued by any particular corporation
will not be Permitted Investments to the extent that investments therein
will cause the then outstanding principal amount of securities issued by
such corporation and held as part of the Issuing Entity to exceed 10% of
the aggregate Outstanding Principal Balances of all the Mortgage Loans and
Permitted Investments held as part of the Issuing Entity;


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(v) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a
specified date not more than one year after the date of issuance thereof)
having the Applicable Credit Rating or better from each Rating Agency at
the time of such investment;

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

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

(viii) any money market or common trust fund having the Applicable
Credit Rating or better from each Rating Agency (if such fund is rated by
each such Rating Agency), including any such fund for which the Trustee,
Securities Administrator or Master Servicer or any affiliate of the
Trustee, Securities Administrator or Master Servicer acts as a manager or
an advisor; provided, however, that no instrument or security shall be a
Permitted Investment if such instrument or security evidences a right to
receive only interest payments with respect to the obligations underlying
such instrument or if such security provides for payment of both principal
and interest with a yield to maturity in excess of 120% of the yield to
maturity at par or if such instrument or security is purchased at a price
greater than par; and

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

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

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

Physical Certificate: The Residual Certificate.

Pooling and Servicing Agreement: The Pooling and Servicing Agreement
relating to the Mortgage Pass-Through Certificates, MANA Series 2007-A1.

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

Prepayment Interest Shortfall: As to any Distribution Date and any Mortgage
Loan (other than a Mortgage Loan relating to an REO Property) that was the
subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one


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<PAGE>

month's interest at the Net Mortgage Rate on the Stated Principal Balance of
such Mortgage Loan over the amount of interest (adjusted to the Net Mortgage
Rate) paid by the Mortgagor for such Prepayment Period to the date of such
Principal Prepayment in Full or (b) a Curtailment during the prior calendar
month, an amount equal to one month's interest at the Net Mortgage Rate on the
amount of such Curtailment. The obligations of the Master Servicer in respect of
any Prepayment Interest Shortfall are set forth in Section 6.05.

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

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

Prepayment Period: With respect to any Mortgage Loan and any Distribution
Date(a) for each Servicer other than Wells Fargo (with respect to prepayments in
full only), the calendar month preceding the month of such Distribution Date and
(b) for Wells Fargo and with respect to prepayments in full only, the period
from and including the 14th 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 13th day of the calendar
month in which such Distribution Date occurs.

Primary Mortgage Insurance Policy: Any primary mortgage guaranty insurance
policy issued in connection with a Mortgage Loan which provides compensation to
a Mortgage Note holder in the event of default by the obligor under such
Mortgage Note or the related Security Instrument, if any or any replacement
policy therefor through the related Accrual Period for such Class relating to a
Distribution Date.

Principal Distribution Amount: with respect to each Distribution Date, the
sum of (1) the Principal Funds for such Distribution Date and (2) any Extra
Principal Distribution Amount for such Distribution Date.

Principal Funds: means, with respect to any Distribution Date and the
Mortgage Loans, 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) prepayments of principal collected in the related Prepayment Period, (3) the
Stated Principal Balance of each Mortgage Loan that was purchased by the
Depositor or the Servicer during the related Prepayment Period or, in the case
of a purchase in connection with an optional termination, 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 Loans is less than the
aggregate unpaid principal balance of any Mortgage Loans delivered by the
Sponsor in connection with a substitution of a Mortgage Loan, (5) all
liquidation proceeds collected during the related Prepayment Period (to the
extent such liquidation proceeds related to principal), (6) all Subsequent
Recoveries received during the related Due Period and (7) all other collections
and recoveries in respect of principal during the related Prepayment Period less
(A) all non-recoverable Advances relating to principal and all non-recoverable
servicing advances reimbursed during the related Prepayment Period and (B)
indemnification


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amounts and expenses reimbursable to the Trustee, Securities Administrator,
Master Servicer and the Servicer hereunder.

Principal Prepayment: Any Principal Prepayment in Full or Curtailment or
other recovery of principal on a Mortgage Loan which is received in advance of
its scheduled Due Date to the extent that it is not accompanied by an amount as
to interest representing scheduled interest due on any date or dates in any
month or months subsequent to the month of prepayment, including Insurance
Proceeds and Repurchase Proceeds, but excluding the principal portion of Net
Liquidation Proceeds.

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

Prospectus Supplement: The Prospectus Supplement dated February 7, 2007,
relating to the public offering of the Offered Certificates.

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

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

Qualified Servicer: Any servicer with a servicer rating by each of the
Rating Agencies equal to or better than the servicer rating of Wilshire Credit
Corporation or PHH Mortgage Corporation, as applicable, at the time of any such
servicing transfer.

Rating Agencies: Moody's and S&P.

Rating Agency Condition: As defined in the Swap Agreement.

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


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are applied to reduce the Class Certificate Balance of any Class of Certificates
on any Distribution Date.

Realized Loss Amount: With respect to any Distribution Date, the amount, if
any, by which the aggregate Class Certificate Balance of the Certificates after
distributions of principal on such Distribution Date exceeds the aggregate
Stated Principal Balance of the Mortgage Loans as of such Distribution Date.

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

Regular Certificates: Any of the Class A-1, Class A-2A, Class A-2B, Class
A-2C, Class A-3, Class A-2D, Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class B-1, Class B-2 or Class B-3 Certificates.

Regulation AB: Subpart 22.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. Sections 229.1100-229.1123, as such may be amended from time to time,
and subject to such clarification and interpretation as have been provided by
the Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed Reg. 1,506-1,631 (January 7, 2005) or by the staff
of the Commission, or as may be provided by the Commission or its staff from
time to time.

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

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.

Relevant Servicing Criteria: The Servicing Criteria applicable to the
various parties, as set forth on Exhibit K hereto. For clarification purposes,
multiple parties can have responsibility for the same Relevant Servicing
Criteria. With respect to a Servicing Function Participant engaged by the Master
Servicer, the Securities Administrator, the Trustee, the Custodian or a
Servicer, the term "Relevant Servicing Criteria" may refer to one or more
discrete functions specified in the Relevant Servicing Criteria applicable to
such parties.

Relief Act: The Servicemembers Civil Relief Act, as amended.

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

REMIC: Each pool of assets in the Trust Fund designated as a REMIC as
described in the Preliminary Statement and Section 9.12.

REMIC 1: Not applicable.


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REMIC 1 Interest: Not applicable.

REMIC 1 Regular Interest: Not applicable.

REMIC 1 Subordinate Balance Ratio: Not applicable.

REMIC 2: Not applicable.

REMIC 2 Interest: Not applicable.

REMIC 2 Regular Interest: Not applicable.

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

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

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

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

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.

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

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

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

Repurchase Proceeds: The Repurchase Price in connection with any repurchase
of a Mortgage Loan by the Sponsor and any cash deposit in connection with the
substitution of a Mortgage Loan.

Request for Release: A request for release in the form attached hereto as
Exhibit D.


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

Required Percentage: With respect to a Distribution Date, the quotient of
(x) the excess of (1) the aggregate Stated Principal Balance of the Mortgage
Loans over (2) the Class Certificate 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 (y) the Stated Principal
Balances of the Mortgage Loans. As used herein, the Class Certificate Balance of
the most senior class of Certificates will equal the aggregate Class Certificate
Balance of the Senior Certificates as of such date of calculation.

Reserve Interest Rate: The rate per annum that the Securities Administrator
determines to be either (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 Certificate: The Class R Certificate.

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 (i) distributions in respect of the Class SWR Interest and the Class LTR
Interest and (ii) distributions on the Class R Certificate in respect of Excess
Interest.

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

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

Sarbanes-Oxley Act: The Sarbanes-Oxley Act of 2002 and the rules and
regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff).

Sarbanes-Oxley Certification: A written certification signed by an officer
of the Master Servicer that complies with (i) the Sarbanes-Oxley Act, and (ii)
Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time;
provided that if, after the Closing Date (a) the Sarbanes-Oxley Act is amended,
(b) the Rules referred to in clause (ii) are modified or


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superseded by any subsequent statement, rule or regulation of the Commission or
any statement of a division thereof, or (c) any future releases, rules and
regulations are published by the Commission from time to time pursuant to the
Sarbanes-Oxley Act, which in any such case affects the form or substance of the
required certification and results in the required certification being, in the
reasonable judgment of the Master Servicer, materially more onerous that then
form of the required certification as of the Closing Date, the Sarbanes-Oxley
Certification shall be as agreed to by the Master Servicer and the Depositor
following a negotiation in good faith to determine how to comply with any such
new requirements.

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

Scheduled Payment: With respect to any Mortgage Loan and any month, the
scheduled payment or payments of principal and interest due during such month on
such Mortgage Loan which either is payable by a Mortgagor in such month under
the related Mortgage Note or, in the case of REO Property, would otherwise have
been payable under the related Mortgage Note.

Scheduled Principal: The principal portion of any Scheduled Payment.

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

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

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

Security Instrument: A written instrument creating a valid first lien on a
Mortgaged Property securing a Mortgage Note, which may be any applicable form of
mortgage, deed of trust, deed to secure debt or security deed, including any
riders or addenda thereto.

Senior Class Certificate Balance: As of any date of determination, the sum
of the Class A-1 Class Certificate Balance, the Class A-2A Class Certificate
Balance, the Class A-2B Class Certificate Balance, the Class A-2C Class
Certificate Balance, the Class A-3 Class Certificate Balance, the Class A-2D
Class Certificate Balance and the Class R Class Certificate Balance.

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

Senior Principal Distribution Amount: (1) With respect to any Distribution
Date prior to the related Stepdown Date or as to which a Stepdown Trigger Event
exists, 100% of the Principal Distribution Amount for such Distribution Date and
(2) with respect to any Distribution Date on or after the Stepdown Date and as
to which a Stepdown Trigger Event does not exist, the excess of (A) the Class
Certificate Balance of the Senior Certificates immediately prior to such
Distribution Date over (B) the lesser of (i) 82.40% of the aggregate Stated
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 Senior


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Principal Distribution Amount with respect to any Distribution Date exceed the
aggregate Class Certificate Balance of the Senior Certificates.

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

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

Servicing Advances: With respect to any Mortgage Loan, all customary,
reasonable and necessary "out-of-pocket" costs and expenses incurred by the
Servicer in the performance of its servicing obligations, including, but not
limited to, the cost of (i) preservation, restoration, protection and repair of
a Mortgaged Property or cooperative unit, as applicable, (ii) any enforcement or
judicial proceedings with respect to a Mortgage Loan, including foreclosure
actions and (iii) the management and liquidation of REO Property.

Servicing Agreements: The CitiMortgage Servicing Agreement, the GreenPoint
Servicing Agreement, the PHH Servicing Agreement, the Wells Fargo Servicing
Agreement and the Wilshire Servicing Agreement.

Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of
Regulation AB, as such may be amended from time to time.

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

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

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

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

Servicing Rights Owner: With respect to the loans serviced by Wilshire
Credit Corporation or PHH Mortgage Loans, MLML, or its transferee or assignee,
in its capacity as owner of the servicing rights.

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


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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
any successor in interest.

Startup Day: The Closing Date.

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

Stepdown Date: The earlier of: (A) the first Distribution Date on which the
aggregate Class Certificate Balance of the Senior Certificates has been reduced
to zero; and (B) the later to occur of (1) the Distribution Date in February
2010 or (2) the first Distribution Date on which the Class Certificate Balance
of the Senior Certificates (after giving effect to distributions of the
Principal Funds amount for such Distribution Date) is less than or equal to
85.90% of the aggregate Stated Principal Balances 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:


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<PAGE>

<TABLE>
<CAPTION>
DISTRIBUTION DATE STEPDOWN REQUIRED
OCCURRING IN LOSS PERCENTAGE
----------------------------- ------------------
<S> <C>
February 2009 -- January 2010 0.25% with respect to February 2009, plus an
additional 1/12th of 0.40% for each month
thereafter

February 2010 -- January 2011 0.65% with respect to February 2010, plus an
additional 1/12th of 0.45% for each month
thereafter

February 2011 -- January 2012 1.10% with respect to February 2011, plus an
additional 1/12th of 0.50% for each month
thereafter

February 2012 -- January 2013 1.60% with respect to February 2012, plus an
additional 1/12th of 0.30% for each month
thereafter

February 2013 and thereafter 1.90%
</TABLE>

Stepdown Trigger Event: The situation that exists with respect to any
Distribution Date on or after the Stepdown Date, if (a) the quotient of (1) the
aggregate Stated Principal Balance of all Mortgage Loans 60 or more days
delinquent, measured on a rolling three-month basis (including Mortgage Loans in
foreclosure, REO Properties and Mortgage Loans with respect to which the
applicable mortgagor is in bankruptcy) and (2) the Stated Principal Balance of
all of the Mortgage Loans as of the preceding Servicer Remittance Date, equals
or exceeds the product of (i) 40.00% and (ii) the Required Percentage or (b) the
quotient (expressed as a percentage) of (1) the aggregate Realized Losses
incurred from the Cut-off Date through the last day of the calendar month
preceding such Distribution Date and (2) the aggregate principal balance of the
Mortgage Loans as of the Cut-off Date exceeds the Stepdown Required Loss
Percentage.

Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with respect to
Mortgage Loans under the direction or authority of any Servicer (or a
Sub-Servicer of any Servicer), the Master Servicer, the Trustee, the Custodian
or the Securities Administrator.

Subordinate Certificate Corridor Contract: means a confirmation and
agreement between the Supplemental Interest Trust Trustee and the Cap Contract
Counterparty for the benefit of 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
One-Month LIBOR Cap Table attached hereto as Exhibit H-3.

Subordinate Certificates Lower Collar: With respect to each Distribution
Date, the applicable per annum rate set forth under the heading "1ML Strike
Lower Collar" in the Subordinate Certificate One-Month LIBOR Cap Table (set
forth on Exhibit H-3).


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Subordinate Certificates 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 9.995% per
annum.

Subsequent Recoveries: Any amount recovered by a Servicer or the Master
Servicer (net of reimbursable expenses) with respect to a Liquidated Mortgage
Loan with respect to which a Realized Loss was incurred after the liquidation or
disposition of such Mortgage Loan.

Sub-Servicer: Any Person that services Mortgage Loans on behalf of a
Servicer, and is responsible for the performance (whether directly or through
sub-servicers or Subcontractors) of servicing functions required to be performed
under this Agreement, any related Servicing Agreement or any sub-servicing
agreement that are identified in Item 1122(d) of Regulation AB.

Substitute Mortgage Loan: With respect to any Mortgage Loan, which is
tendered to the Trustee pursuant to the related Servicing Agreement, the related
Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, in each case, (i) which has an Outstanding Principal Balance not
greater nor materially less than the Mortgage Loan for which it is to be
substituted; (ii) which has a Mortgage Interest Rate and Net Rate not less than,
and not materially greater than, such Mortgage Loan; (iii) which has a maturity
date not materially earlier or later than such Mortgage Loan and not later than
the latest maturity date of any Mortgage Loan; (iv) which is of the same
property type and occupancy type as such Mortgage Loan; (v) which has a
Loan-to-Value Ratio not greater than the Loan-to-Value Ratio of such Mortgage
Loan; (vi) which is current in payment of principal and interest as of the date
of substitution; (vii) as to which the payment terms do not vary in any material
respect from the payment terms of the Mortgage Loan for which it is to be
substituted and (viii) which has a Gross Margin, Periodic Rate Cap and Maximum
Lifetime Mortgage Rate no less than those of such Mortgage Loan, has the same
Index and interval between Interest Adjustment Dates as such Mortgage Loan, and
a Minimum Lifetime Mortgage Rate no lower than that of such Mortgage Loan.

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

Supplemental Interest Trust: The separate trust, established pursuant to
Section 6.01(m) of this Agreement and held by the Securities Administrator for
the benefit of the holders of the Certificates as a segregated subtrust of the
Trust Fund, (i) in which the Cap Contract, the Corridor Contracts and the Swap
Agreement will be held, any Swap Termination Payments or Net Swap Payments
received from the Swap Counterparty will be deposited, any payments received
from the Cap Contract Counterparty pursuant to the Corridor Contracts will be
deposited and any Cap Payments received from the Cap Contract Counterparty will
be deposited as set forth in Section 6.01 hereof and (ii) out of which certain
distributions to the Certificateholders will be made and any Swap Termination
Payments or Net Swap Payments owed to the Swap Counterparty will be paid.

Supplemental Interest Trust Trustee: Wells Fargo Bank, N.A., 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


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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.

Swap Account: The separate Eligible Account created and maintained by the
Supplemental Interest Trust Trustee pursuant to Section 6.01(m) in the name of
the Supplemental Interest Trust Trustee for the benefit of the Supplemental
Interest Trust and designated "Wells Fargo Bank, N.A., as supplemental interest
trust trustee, in trust for registered holders of Merrill Lynch Alternative Note
Asset Trust, Series 2007-A1." 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 confirmation and agreement, including the schedule
thereto and the related credit support annex, between the Swap Counterparty and
the trustee of the Supplemental Interest Trust for the benefit of the
Certificateholders (attached as Exhibit R hereto) or any other swap agreement
(including any related schedules) held by the Supplemental Interest Trust
pursuant to Section 6.01(m) hereof.

Swap Agreement Notional Balance: As defined in the Swap Agreement.

Swap Counterparty: The Royal Bank of Scotland plc, 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 Payment Date: For so long as the Swap Agreement is in effect or
amounts remain unpaid thereunder, the Business Day 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
6.01(m) in the name of the Supplemental Interest Trust Trustee for the benefit
of the Supplemental Interest Trust and designated "Wells Fargo Bank, N.A., as
supplemental interest trust trustee, in trust for registered holders of Merrill
Lynch Alternative Note Asset Trust, Series 2007-A1." 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.

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

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 determined
in accordance with the Swap Agreement.


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

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

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

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

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

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

Undercollateralized Group: On any Distribution Date, a Mortgage Group
having aggregate Stated Principal Balance which is less than the aggregate Class
Certificate Balance of the Senior Certificates related to such Mortgage Group.

Uninsured Cause: Any cause of damage to a Mortgaged Property or related REO
Property such that the complete restoration of such Mortgaged Property or
related REO Property is not fully reimbursable by the hazard insurance policies
required to be maintained pursuant the related Servicing Agreement, without
regard to whether or not such policy is maintained.

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

Unpaid Realized Loss Amount: With respect to any class of the Subordinate
Certificates and as to any Distribution Date, the excess of (1) Applied Realized
Loss Amounts with respect to such class over (2) the sum of (x) all
distributions in reduction of the Unpaid Applied Realized


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Loss Amounts on all previous Distribution Dates and (y) all increases in the
Class Certificate Balance of such class pursuant to the last sentence of the
definition of "Class Certificate Balance." Any amounts distributed to a class of
Subordinate Certificates in respect of any Unpaid Realized Loss Amount will not
be applied to reduce the Class Certificate Balance of such class.

Upper Collar: Any of the Class A-1 Upper Collar, the Class A-2 Upper Collar
or the Subordinate Certificates Upper Collar.

Upper Tier REMIC: As described in the Preliminary Statement and Section
9.12.

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 for such Distribution Date. In the
case of the Class UTA-2A, Class UTA-2B, Class UTA-2C, Class UTA-3 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 of the Certificates
which is allocated to any Certificate. The Voting Rights allocated among Holders
of such Certificates outstanding shall be the fraction, expressed as a
percentage, the numerator of which is the aggregate Class Certificate Balance of
all the Certificates of such Class then outstanding and the denominator of which
is the aggregate Class Certificate Balance of all the Certificates then
outstanding (other than the Class R Certificate). 99.00% of all Voting Rights
will be allocated among all holders of the Certificates (other than the Class R
Certificate) in proportion to their then outstanding Class Certificate Balances,
and 1.00% of the Voting Rights shall be allocated to the Class R Certificate;
provided, however, that any Certificate registered in the name of the Master
Servicer, the Depositor or the Securities Administrator or any of their
respective affiliates shall not be included in the calculation of Voting Rights.
The Class P Certificates shall have no voting rights.

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

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 the
related Loan Group, the current Class Certificate Balance of the Class A-1 and
Class R Certificates, in the case of Loan Group 1, or the


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Class A-2 Certificates, in the case of Loan Group 2) of the Class A-1 Maximum
Rate Cap and the Class A-2 Maximum Rate Cap.

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

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

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

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

Section 1.02 Accounting.

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

ARTICLE II
CONVEYANCE OF MORTGAGE
LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans to Trustee.

(a) The Depositor concurrently with the execution and delivery of this
Agreement, sells, transfers and assigns to the Issuing Entity without recourse
all its right, title and interest in and to (i) the Mortgage Loans identified in
the Mortgage Loan Schedule, including all interest and principal due with
respect to the Mortgage Loans after the Cut-off Date, but excluding any payments
of principal and interest due on or prior to the Cut-off Date; (ii) such assets
as shall from time to time be credited or are required by the terms of this
Agreement to be credited to the Master Servicer Collection Account, (iii) such
assets relating to the Mortgage Loans as from time to time may be held by the
Servicers in Protected Accounts, the Master Servicer in the Master Servicer
Collection Account and the Securities Administrator in the Distribution Account
for the benefit of the Trustee on behalf of the Certificateholders, (iv) any REO
Property, (v) the Required Insurance Policies and any amounts paid or payable by
the insurer under any Insurance Policy (to the extent the mortgagee has a claim
thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in
Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as
assigned to the Depositor on behalf of the Certificateholders by the Assignment
Agreements, (viii) the Corridor Contracts and Corridor Contract Account, (ix)
the Cap Contract and Cap Contract Account, (x) the Swap Agreement and Swap
Account and (xi) any proceeds of the foregoing. Although it is the intent of the
parties to this Agreement that the conveyance of the Depositor's right, title
and interest in and to the Mortgage Loans and other


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

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

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

(i) the original Mortgage Note, endorsed in the following form: "Pay
to the order of HSBC Bank USA, National Association, as Trustee for the
registered holders of the Merrill Lynch Mortgage Investors, Inc., Mortgage
Pass-Through Certificates, Series 2007-A1, without recourse," with all
prior and intervening endorsements showing a complete chain of endorsement
from the originator to the Person so endorsing to the Trustee;

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

(iii) an original Assignment of the Mortgage executed in the following
form: "HSBC Bank USA, National Association, as Trustee for the registered
holders of the Merrill Lynch Mortgage Investors, Inc., Mortgage
Pass-Through Certificates, Series 2007-A1.

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

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

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

(vii) the original mortgagee title insurance policy;

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

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

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


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(x) the original Mortgage Note, endorsed in the following form: "Pay
to the order of HSBC Bank USA, National Association, as Trustee for the
registered holders of the Merrill Lynch Mortgage Investors, Inc., Mortgage
Pass-Through Certificates, Series 2007-A1, without recourse," with all
prior and intervening endorsements showing a complete chain of endorsement
from the originator to the Person so endorsing to the Trustee;

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

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

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

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

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

(xvi) a copy of the recognition agreement;

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

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

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


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

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

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

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

Section 2.02 Acceptance of Mortgage Loans by Trustee.

(a) The Trustee acknowledges the sale, transfer and assignment of the Trust
Fund to it by the Depositor and its receipt thereof, subject to further review
and the exceptions which may be noted pursuant to the procedures described
below, and declares that it, or the Custodian on its behalf, holds the documents
(or certified copies thereof) delivered to it pursuant to Section 2.01,
including three Corridor Contracts (forms of which are attached hereto as
Exhibits N-1, N-2 and N-3), and declares that it will continue to hold those
documents and any amendments, replacements or supplements thereto and all other
assets of the Trust Fund delivered to it as


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

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


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

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


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

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

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

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

(b) If the Depositor, the Master Servicer, Securities Administrator or the
Trustee discovers a breach of any of the representations and warranties set
forth in the Mortgage Loan


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

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


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Within two Business Days after such notification, the Sponsor shall provide to
the Securities Administrator for deposit in the Distribution Account the amount,
if any, by which the Outstanding Principal Balance as of the next preceding Due
Date of the Mortgage Loan for which substitution is being made, after giving
effect to Scheduled Principal due on such date, exceeds the Outstanding
Principal Balance as of such date of the Substitute Mortgage Loan, after giving
effect to Scheduled Principal due on such date, which amount shall be treated
for the purposes of this Agreement as if it were the payment by the Sponsor of
the Purchase Price for the purchase of a Mortgage Loan by the Sponsor. After
such notification to the Sponsor and, if any such excess exists, upon written
notification of the receipt of such deposit, the Trustee shall accept such
Substitute Mortgage Loan which shall thereafter be deemed to be a Mortgage Loan
hereunder. In the event of such a substitution, accrued interest on the
Substitute Mortgage Loan for the month in which the substitution occurs and any
Principal Prepayments made thereon during such month shall be the property of
the Issuing Entity and accrued interest for such month on the Mortgage Loan for
which the substitution is made and any Principal Prepayments made thereon during
such month shall be the property of the Sponsor. The Scheduled Principal on a
Substitute Mortgage Loan due on the Due Date in the month of substitution shall
be the property of the Sponsor and the Scheduled Principal on the Mortgage Loan
for which the substitution is made due on such Due Date shall be the property of
the Issuing Entity. Upon acceptance of the Substitute Mortgage Loan (and
delivery to the Trustee or Custodian of a Request for Release for such Mortgage
Loan), the Trustee shall release to the Sponsor the related Mortgage File
related to any Mortgage Loan released pursuant to the Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable, and shall execute
and deliver all instruments of transfer or assignment, without recourse, in form
as provided to it as are necessary to vest in the Sponsor title to and rights
under any Mortgage Loan released pursuant to the Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable. The Sponsor shall
deliver the documents related to the Substitute Mortgage Loan in accordance with
the provisions of the Mortgage Loan Purchase Agreement or Subsections 2.01(b)
and 2.02(b) of this Agreement, as applicable, with the date of acceptance of the
Substitute Mortgage Loan deemed to be the Closing Date for purposes of the time
periods set forth in those Subsections. The representations and warranties set
forth in the Mortgage Loan Purchase Agreement shall be deemed to have been made
by the Sponsor with respect to each Substitute Mortgage Loan as of the date of
acceptance of such Mortgage Loan by the Trustee. The Master Servicer shall amend
the Mortgage Loan Schedule to reflect such substitution and shall provide a copy
of such amended Mortgage Loan Schedule to the Trustee and the Rating Agencies.

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

Section 2.05 Issuance of Certificates. The Trustee acknowledges the
assignment to it on behalf of the Issuing Entity of the Mortgage Loans and the
other assets comprising the Trust Fund and, concurrently therewith, the
Securities Administrator has signed, and countersigned


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and delivered to the Depositor, in exchange therefor, Certificates in such
authorized denominations representing such Percentage Interests as the Depositor
has requested. The Trustee agrees that it will hold the Mortgage Loans and such
other assets as may from time to time be delivered to it segregated on the books
of the Trustee in trust for the benefit of the Certificateholders.

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

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

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

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

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

(v) this Agreement has been duly executed and delivered by the
Depositor and, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a valid and binding obligation of the
Depositor enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting
the enforcement of the rights of creditors generally);


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

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

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

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

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

(iii) The execution and delivery of this Agreement by it, the
consummation of any other of the transactions contemplated by this
Agreement, and the fulfillment of or compliance with the terms hereof are
in its ordinary course of business and will not (A) result in a material
breach of any term or provision of its charter or by-laws or (B) materially
conflict with, result in a material breach, violation or acceleration of,
or result


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in a material default under, the terms of any other material agreement or
instrument to which it is a party or by which it may be bound, or (C)
constitute a material violation of any statute, order or regulation
applicable to it of any court, regulatory body, administrative agency or
governmental body having jurisdiction over it; and it is not in breach or
violation of any material indenture or other material agreement or
instrument, or in violation of any statute, order or regulation of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair its
ability to perform or meet any of its obligations under this Agreement.

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

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

ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01 Master Servicer. The Master Servicer shall supervise, monitor
and oversee the obligation of the Servicers to service and administer their
respective Mortgage Loans in accordance with the terms of the applicable
Servicing Agreement and shall have full power and authority to do any and all
things which it may deem necessary or desirable in connection with such master
servicing and administration. In performing its obligations hereunder, the
Master Servicer shall act in a manner consistent with Accepted Master Servicing
Practices. Furthermore, the Master Servicer shall oversee and consult with each
Servicer as necessary from time-to-time to carry out the Master Servicer's
obligations hereunder, shall receive, review and evaluate all reports,
information and other data provided to the Master Servicer by each Servicer and
shall cause each Servicer to perform and observe the covenants, obligations and
conditions to be performed or observed by such Servicer under the applicable
Servicing Agreement. The Master Servicer shall independently and separately
monitor each Servicer's servicing activities with respect to each related
Mortgage Loan, reconcile the results of such monitoring with such information
provided in the previous sentence on a monthly basis and coordinate corrective
adjustments to the Servicers' and Master Servicer's records, and based on such
reconciled and corrected information, the Master Servicer shall provide such
information to the Securities Administrator as shall be necessary in order for
it to prepare the statements specified in Section 6.03, and prepare any other
information and statements required to be forwarded by the Master Servicer
hereunder. The Master Servicer shall reconcile the results of its monitoring
with the actual remittances of the Servicers to the Master Servicer Collection
Account pursuant to the applicable Servicing Agreements.


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

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

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

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

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

Section 3.03 Monitoring of Servicers.

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


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

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

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

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

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


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

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


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

Section 3.07 Release of Mortgage Files.

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

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


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

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

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

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

Section 3.09 Standard Hazard Insurance and Flood Insurance Policies.

(a) For each Mortgage Loan, the Master Servicer shall enforce any
obligation of the Servicers under the related Servicing Agreements to maintain
or cause to be maintained standard fire and casualty insurance and, where
applicable, flood insurance, all in accordance with the


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provisions of the related Servicing Agreements. It is understood and agreed that
such insurance shall be with insurers meeting the eligibility requirements set
forth in the applicable Servicing Agreement and that no earthquake or other
additional insurance is to be required of any Mortgagor or to be maintained on
property acquired in respect of a defaulted loan, other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance.

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

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

Section 3.11 Maintenance of the Primary Mortgage Insurance Policies.

(a) The Master Servicer shall not take, or permit any Servicer (to the
extent such action is prohibited under the applicable Servicing Agreement) to
take, any action that would result in noncoverage under any applicable Primary
Mortgage Insurance Policy of any loss which, but for the actions of such Master
Servicer or Servicer, would have been covered thereunder. The Master Servicer
shall use its best reasonable efforts to cause each Servicer (to the extent
required under the related Servicing Agreement) to keep in force and effect (to
the extent that the Mortgage Loan requires the Mortgagor to maintain such
insurance), primary mortgage insurance applicable to each Mortgage Loan in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. The Master Servicer shall not, and shall not permit
any Servicer (to the extent required under the related Servicing Agreement) to,
cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in
effect at the date of the initial issuance of the Mortgage Note and is required
to be kept in force hereunder


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except in accordance with the provisions of this Agreement and the related
Servicing Agreement, as applicable.

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

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

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

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

Section 3.15 REO Property.

(a) In the event the Issuing Entity acquires ownership of any REO Property
in respect of any related Mortgage Loan, the deed or certificate of sale shall
be issued to the Trustee, or to


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

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

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

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

Section 3.16 Annual Statement as to Compliance.

Not later than March 1 of each calendar year (other than the calendar year
during which the Closing Date occurs), each Servicer shall deliver (or otherwise
make available) and each Servicer shall cause any Servicing Function Participant
engaged by it to deliver to the Master Servicer, the Securities Administrator
and the Depositor, an Officer's Certificate in the form attached hereto as
Exhibit P stating, as to each signatory thereof, that (i) a review of the
activities of such signatory during the preceding calendar year, or portion
thereof, and of the performance of such signatory under the related Servicing
Agreement or such other applicable agreement in the case of a Servicing Function
Participant has been made under such officer's supervision, and (ii) to the best
of such officer's knowledge, based on such review, such signatory has fulfilled
all its obligations under this Agreement, the related Servicing Agreement or
such other applicable agreement in all material respects throughout such year or
a portion thereof, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such
officer and the nature and status thereof.


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

The Master Servicer shall include all annual statements of compliance
received by it from each Servicer with its own annual statement of compliance to
be submitted to the Securities Administrator pursuant to this Section.

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

Section 3.17 Reports on Assessment of Compliance and Attestation.

(a) Not later than March 1 of each calendar year (other than the calendar
year during which the Closing Date occurs) each Servicer at its own expense,
shall furnish, and shall cause any Servicing Function Participant engaged by it
to furnish (unless in the case of a Subcontractor, such Servicer has notified
the Depositor and the Master Servicer in writing that such compliance statement
is not required for the Subcontractor) to the Master Servicer, the Securities
Administrator and the Depositor an officer's assessment of its compliance with
the Relevant Servicing Criteria during the preceding calendar year as required
by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB
(the "Assessment of Compliance"), which assessment shall contain (A) a statement
by such party of its responsibility for assessing compliance with the Relevant
Servicing Criteria, (B) a statement that such party used the Relevant Servicing
Criteria to assess compliance with the Relevant Servicing Criteria, (C) such
party's assessment of compliance with the Relevant Servicing Criteria as of and
for the fiscal year covered by the Form 10-K required to be filed pursuant to
Section 3.18, including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such
failure and the nature and status thereof, which assessment shall be based on
the activities it performs with respect to asset-backed securities transactions
taken as a whole involving such party that are backed by the same asset type as
the Mortgage Loans, and (D) a statement that a registered public accounting firm
has issued an attestation report on such party's assessment of compliance with
the Relevant Servicing Criteria as of and for such period.


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

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

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

The Master Servicer shall include all annual reports on assessment of
compliance received by it from the Servicers with its own assessment of
compliance to be submitted to the Securities Administrator pursuant to this
Section.

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


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

By March 1 (with a ten-calendar day cure period) of each year, commencing
in March 2008, the Master Servicer, the Securities Administrator and the
Custodian, each at its own expense, shall cause, and each such party shall cause
any Servicing Function Participant engaged by it to cause, each at its own
expense, a registered public accounting firm (which may also render other
services to the Master Servicer, the Trustee, the Securities Administrator, or
such other Servicing Function Participants, as the case may be) and that is a
member of the American Institute of Certified Public Accountants to furnish an
attestation report to the Securities Administrator and the Depositor, to the
effect that (i) it has obtained a representation regarding certain matters from
the management of such party, which includes an assertion that such party has
complied with the Relevant Servicing Criteria, and (ii) on the basis of an
examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the Public Company Accounting Oversight Board,
it is expressing an opinion as to whether such party's compliance with the
Relevant Servicing Criteria was fairly stated in all material respects, or it
cannot express an overall opinion regarding such party's assessment of
compliance with the Relevant Servicing Criteria. In the event that an overall
opinion cannot be expressed, such registered public accounting firm shall state
in such report why it was unable to express such an opinion. Such report must be
available for general use and not contain restricted use language.

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

The Master Servicer shall include each such attestation furnished to it by
the Servicers with its own attestation to be submitted to the Securities
Administrator pursuant to this Section.


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

Section 3.18 Periodic Filings.

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

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

(c) After preparing the Form 8-K, the Securities Administrator shall, upon
request, forward electronically a copy of the Form 8-K to the Depositor.
Promptly, but no later than the close of business on the third Business Day
after the Reportable Event, the Depositor shall notify the Securities
Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Form 8-K. In the absence of receipt of any written
changes or approval, or if the Depositor does not request a copy of a Form 8-K,
the Securities Administrator shall be entitled to assume that such Form 8-K is
in final form and the Securities Administrator may


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proceed with the process for execution and filing of the Form 8-K. A duly
authorized representative of the Master Servicer shall sign each Form 8-K. If a
Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be
amended, the Securities Administrator will follow the procedures set forth in
Section 3.18(n).

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

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

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


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proactively solicit or procure from such parties any Additional Form 10-D
Disclosure Information. The Depositor will be responsible for any reasonable
fees and expenses incurred by the Securities Administrator in connection with
including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
paragraph.

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