POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 8/15/2007

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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 July 1, 2007

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Mortgage Pass-Through Certificates, MLMBS Series 2007-3

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TABLE OF CONTENTS

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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

Section 4.03 Permitted Withdrawals and Transfers from the Master

Servicer Collection Account............................. 85

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Section 4.04 Distribution Account.................................... 86

Section 4.05 Permitted Withdrawals and Transfers from the

Distribution Account.................................... 86

Section 4.06 Reserve Account......................................... 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

Section 9.01 Duties of Trustee....................................... 116

Section 9.02 Certain Matters Affecting the Trustee and the

Securities Administrator................................ 118

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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

Section 11.13 Third Party Rights...................................... 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

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EXHIBITS

Exhibit A-1 - Form of Class A and Class M Certificates

Exhibit A-2 - Form of Class B Certificates

Exhibit A-3 - Form of Class A-R Certificate

Exhibit A-4 - Form of Class P Certificate

Exhibit B - Mortgage Loan Schedule

Exhibit C - [Reserved]

Exhibit D - Request for Release of Documents

Exhibit E-1 - Form of Transferee's Letter and Affidavit

Exhibit E-2 - Form of Transferor Certificate

Exhibit F-1 - Form of Transferor Representation Letter

Exhibit F-2 - Form of Investor Representation Letter

Exhibit F-3 - Form of Rule 144A Letter

Exhibit F-4 - Form of Middleman Representation Letter

Exhibit G - Form of Custodial Agreement

Exhibit H - List of Limited Purpose Surety Bonds

Exhibit I-1 to I-3 - Assignment Agreements

Exhibit J - Mortgage Loan Purchase Agreement

Exhibit K - Servicing Criteria To Be Addressed in Assessment of

Compliance

Exhibit L - Form of Sarbanes-Oxley Certification

Exhibit M - Form of Back-up Sarbanes-Oxley Certification

Exhibit N - [Reserved]

Exhibit O - Additional Disclosure Notification

Exhibit P - Form of Item 1123 Certification of Servicer

Exhibit Q-1 - Additional Form 10-D Disclosure

Exhibit Q-2 - Additional Form 10-K Disclosure

Exhibit Q-3 - Form 8-K Disclosure Information

SCHEDULE I - Prepayment Penalty Mortgage Loans

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POOLING AND SERVICING AGREEMENT

This Pooling and Servicing Agreement is dated as of July 1, 2007 (the

"Agreement"), among MERRILL LYNCH MORTGAGE INVESTORS, INC., as depositor (the

"Depositor"), WELLS FARGO BANK, N.A., as master servicer (in such capacity, the

"Master Servicer") and as securities administrator (in such capacity, the

"Securities Administrator") and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee

(the "Trustee").

PRELIMINARY STATEMENT

The Depositor has acquired the Mortgage Loans from the Seller and at the

Closing Date is the owner of the Mortgage Loans and the other property being

conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust

Fund. On the Closing Date, the Depositor will acquire the Certificates from the

Securities Administrator as consideration for the Depositor's transfer to the

Trust Fund of the Mortgage Loans and the other property constituting the Trust

Fund. The Depositor has duly authorized the execution and delivery of this

Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and

the other property constituting the Trust Fund. All covenants and agreements

made by the Seller in the Mortgage Loan Purchase Agreement and in this Agreement

and all covenants and agreements made by the Depositor, the Trustee, the

Securities Administrator and the Master Servicer herein with respect to the

Mortgage Loans and the other property constituting the Trust Fund 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 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) two real

estate mortgage investment conduits (each a "REMIC" or, in the alternative,

"REMIC 1" and the "Upper Tier REMIC," respectively) in a tiered structure, (ii)

the right to receive payments distributable to the Class P Certificates and

(iii) the grantor trust described in Section 9.12 hereof . The Certificates,

other than the Class A-R and Class P Certificates, shall represent ownership of

regular interests in the Upper Tier REMIC. The Class A-R Certificate represents

the sole class of residual interest in each of REMIC 1 and the Upper Tier REMIC.

The Upper Tier REMIC shall hold as its assets the several classes of

uncertificated REMIC 1 Regular Interests. REMIC 1 shall hold as its assets the

property of the Trust Fund other than the REMIC 1 Interests and other than the

right to receive payments distributable to the Class P Certificates.

Each Upper Tier REMIC Regular Interest is hereby designated as a regular

interest in the Upper Tier REMIC for purposes of the REMIC Provisions. Each

REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1

for purposes of the REMIC Provisions.

The Class LT1-R Interest is hereby designated as the sole class of residual

interest in REMIC 1 for purposes of the REMIC Provisions. The Class A-R

Certificate, other than the portion thereof representing the right to receive

payments in respect of the Class LT1-R Interest,

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is hereby designated as the sole class of residual interest in the Upper Tier

REMIC for purposes of the REMIC provisions. The Class A-R Certificate will also

represent the Class LT1-R Interest.

THE REMIC 1 INTERESTS

The following table sets forth (or describes) the class designation,

interest rate, initial principal balance, and related group of Mortgage Loans

for each class of REMIC 1 Interests:

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Class Principal Interest

Designation Balance Rate Related Loan Groups or Loan Group

----------- ----------------- -------- ----------------------------------------------

LT11A $ 23,477.5213 (2) Loan Group I

LT11B $ 652,007.5213 (3) Loan Group I

LT12A $ 49,236.4172 (2) Loan Group II

LT12B $ 1,367,486.4172 (4) Loan Group II

LT13A $ 37,050.4933 (2) Loan Group III

LT13B $ 1,028,910.4933 (5) Loan Group III

LT1Z $301,682,274.3164 (2) Loan Group I, Loan Group II and Loan Group III

LT1-R (1) (1) N/A

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(1) The Class LT1-R Interest represents the sole class of residual interest in

REMIC 1 and has neither a principal amount nor an interest rate. The Class

LT1-R Interest shall be represented by the Class A-R Certificate.

(2) The Class LT11A Interest, the Class LT12A Interest, the Class LT13A

Interest and the Class LT1Z Interest shall have an interest rate for each

Distribution Date (and the related Interest Accrual Period) equal to the

Net WAC.

(3) The Class LT11B Interest shall have an interest rate for any Distribution

Date (and the related Interest Accrual Period) equal to the Loan Group I

Net WAC.

(4) The Class LT12B Interest shall have an interest rate for any Distribution

Date (and the related Interest Accrual Period) equal to the Loan Group II

Net WAC.

(5) The Class LT13B Interest shall have an interest rate for any Distribution

Date (and the related Interest Accrual Period) equal to the Loan Group III

Net WAC.

On each Distribution Date, the Securities Administrator shall first pay or

charge as an expense of REMIC 1 all expenses of the Issuing Entity for such

Distribution Date.

Principal distributions shall be deemed to be made on the REMIC 1 Interests

first, so as to keep the uncertificated principal balance of each REMIC 1

Interest ending with the designation "A" equal to 1% of the excess of (x) the

aggregate Stated Principal Balance of the Mortgage Loans in the related Loan

Group over (y) the aggregate class principal amounts of the Certificates in the

Certificate Group related to such Loan Group (except that if 1% of any such

excess is greater than the principal amount of the corresponding REMIC 1

Interest ending with the designation "A", the least amount of principal shall be

distributed to such REMIC 1 Interests such that the REMIC 1 Subordinate Balance

Ratio is maintained); second, to each REMIC 1 Interest ending with the

designation "B" so as to keep the uncertificated principal balance of each such

REMIC 1 Interest equal to 1% of the aggregate Stated Principal Balance of the

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Mortgage Loans in the related Loan Group and finally, all remaining principal

amounts shall be distributed in respect of the Class LT1Z Interest. Realized

Losses with respect to principal shall be allocated among the REMIC 1 Interests

first, so as to keep the uncertificated principal balance of each REMIC 1

Interest ending with the designation "A" equal to 1% of the excess of (x) the

aggregate Stated Principal Balance of the Mortgage Loans in the related Loan

Group over (y) the aggregate class principal amounts of the Certificates in the

Certificate Group related to such Loan Group (except that if 1% of any such

excess is greater than the principal amount of the corresponding REMIC 1

Interest ending with the designation "A", the least amount of losses shall be

allocated to such REMIC 1 Interests such that the REMIC 1 Subordinate Balance

Ratio is maintained); second, to each REMIC 1 Interest ending with the

designation "B" so as to keep the uncertificated principal balance of each such

REMIC 1 Interest equal to 1% of the aggregate Principal Balance of the Mortgage

Loans in the related Loan Group and finally, all remaining Realized Losses with

respect to principal shall be allocated to the Class LT1Z Interest.

If on any Distribution Date the Class Certificate Balance of any Class of

Certificates is increased due to Subsequent Recoveries pursuant to the

definition of "Class Certificate Balance", then there shall be an equivalent

aggregate increase in the principal amounts of the REMIC 1 Regular Interests,

with such increase allocated (before the making of distributions and the

allocation of losses on the REMIC 1 Regular Interests on such Distribution Date)

among the REMIC 1 Regular Interests as follows: (i) first, to each REMIC 1

Interest ending with the designation "B" so as to keep the uncertificated

principal balance of each such REMIC 1 Interest equal to 1% of the aggregate

Stated Principal Balance of the Mortgage Loans in the related Loan Group; (ii)

second, to each REMIC 1 Regular Interest ending with the designation "A", so

that the uncertificated principal balance of each REMIC 1 Regular Interest

ending with the designation "A" is as close as possible to (but does not exceed)

1% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage

Loans in related Loan Group over (y) the aggregate class principal balance of

the Certificates in the Certificate Group related to such Loan Group; provided,

however, that (a) the REMIC 1 Subordinate Balance Ratio is maintained and (b)

amounts allocated to any REMIC 1 Regular Interest pursuant to this clause (ii)

shall not exceed the amount of any previous realized losses allocated to such

REMIC 1 Regular Interest not previously offset by distributions or increases in

the principal amount of such REMIC 1 Regular Interest; and (iii) finally, all

remaining increases in principal amount to the Class LT1Z Interest.

All computations with respect to the REMIC 1 Interests shall be computed to

eight decimal places.

THE CERTIFICATES

The following table sets forth (or describes) the Class designation,

Pass-Through Rate, initial Class Certificate Balance or initial notional amount,

and minimum denomination for each Class of Certificates comprising interests in

the Trust Fund created hereunder.

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Related Class or Classes

Class of interests in the Pass-Through Initial Class Minimum Denominations

Designation Upper Tier REMIC Rate Certificate Balance or Percentage Interest

----------- ------------------------ ------------ ------------------- ----------------------

Class I-A1 Class I-A1 (1) $ 39,999,900 $25,000.00

Class I-A2 Class I-A2 (1) $ 1,494,000 $25,000.00

Class I-A3 Class I-A3 (1) $ 21,359,000 $25,000.00

Class II-A1 Class II-A1 (2) $118,643,000 $25,000.00

Class II-A2 Class II-A2 (2) $ 13,182,000 $25,000.00

Class III-A1 Class III-A1 (3) $ 89,267,000 $25,000.00

Class III-A2 Class III-A2 (3) $ 9,919,000 $25,000.00

Class A-R Class A-R (1) $ 100 100%

Class M-1 Class M-1 (4) $ 4,879,000 $25,000.00

Class M-2 Class M-2 (4) $ 2,134,000 $25,000.00

Class M-3 Class M-3 (4) $ 1,219,000 $25,000.00

Class B-1 Class B-1 (4) $ 1,220,000 $25,000.00

Class B-2 Class B-2 (4) $ 914,000 $25,000.00

Class B-3 Class B-3 (4) $ 610,443 $25,000.00

Class P N/A(5) N/A(5) N/A(5) 100%

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(1) The Pass-Through Rate with respect to any Distribution Date (and the

related Interest Accrual Period) for the Class I-A1, Class I-A2, Class I-A3

and Class A-R Certificates will be the Loan Group I Net WAC.

(2) The Pass-Through Rate with respect to any Distribution Date (and the

related Interest Accrual Period) for the Class II-A1 and Class II-A2

Certificates will be the Loan Group II Net WAC.

(3) The Pass-Through Rate with respect to any Distribution Date (and the

related Interest Accrual Period) for the Class III-A1 and Class III-A2

Certificates will be the Loan Group III Net WAC.

(4) The Pass-Through Rates with respect to any Distribution Date (and the

related Interest Accrual Period) for the Class M-1, Class M-2, Class M-3,

Class B-1, Class B-2 and Class B-3 Certificates will be equal to the

Subordinate Net WAC.

(5) 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 outside of the REMICs and will not

represent an interest in either the Upper Tier REMIC or REMIC 1.

As of the Cut-off Date, the Mortgage Loans had an aggregate Stated

Principal Balance of $304,840,443.18.

In consideration of the mutual agreements herein contained, the Depositor,

the Trustee, Securities Administrator and the Master Servicer hereby agree as

follows:

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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.

Accrued Certificate Interest: With respect to each Class of Certificates,

an amount equal to the interest accrued during the related Interest Accrual

Period on the Class Certificate Balance thereof at the then-applicable

Pass-Through Rate. Accrued Certificate Interest on any Class of Certificates

will be reduced by the amount of (i) Prepayment Interest Shortfalls (to the

extent not offset by the related Servicer or Master Servicer with a Compensating

Interest Payment as provided in Section 6.06), (ii) the interest portion of

Realized Losses allocated to such Class of Certificates pursuant to Section 6.02

and (iii) any other interest shortfalls not covered by the subordination

provided by the Class M Certificates and Class B Certificates, including

shortfalls as a result of the Relief Act or similar legislation or regulations,

with all such reductions allocated among all of the Certificates in proportion

to their respective amounts of Accrued Certificate Interest payable on such

Distribution Date which would have resulted absent such reductions.

Additional Collateral: With respect to any Additional Collateral Mortgage

Loan, the meaning assigned thereto in the Mortgage Loan Sale and Assignment

Agreement.

Additional Collateral Mortgage Loan: Each Mortgage Loan identified as such

in the Mortgage Loan Schedule.

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

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

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

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

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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.

Agreement: This Pooling and Servicing Agreement, including the exhibits

hereto, and all amendments hereof and supplements hereto.

Applicable Credit Rating: For any long-term deposit or security, a credit

rating of "AAA" in the case of S&P or "AAA" in the case of Fitch. For any

short-term deposit or security, a rating of "A-l+" in the case of S&P or "A-1+"

in the case of Fitch.

Applicable Credit Support Percentage: With respect to any Class of

Subordinate Certificates, the sum of the related Class Subordination Percentages

of such Class and all Classes of Subordinate Certificates which have a lower

relative priority of payment than 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 Countrywide Assignment Agreement, the IndyMac

Assignment Agreement and the PHH Assignment Agreement, which are attached hereto

as Exhibits I-1, I-2 and I-3, respectively.

Assumed Final Distribution Date: For all Classes of Certificates, August

25, 2037, or if such day is not a Business Day, the next succeeding Business

Day.

Auction: The one-time auction conducted by the Securities Administrator, as

described in Section 10.01(b) hereof.

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

Available Funds, the Group II Available Funds and the Group III Available Funds.

Average Loss Severity: With respect to any period and each Loan Group, the

fraction obtained by dividing (x) the aggregate amount of Realized Losses for

the related Mortgage

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Loans for such period by (y) the number of related Mortgage Loans which had

Realized Losses for such period.

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

Bankruptcy Code: The United States Bankruptcy Code, as amended as codified

in 11 U.S.C. Sections 101-1330.

Book-Entry Certificates: Any of the Certificates that shall be registered

in the name of the Depository or its nominee, the ownership of which is

reflected on the books of the Depository or on the books of a Person maintaining

an account with the Depository (directly, as a "Depository Participant", or

indirectly, as an indirect participant in accordance with the rules of the

Depository and as described in Section 5.02 hereof). On the Closing Date, the

Certificates (other than the Class A-R Certificate) shall be Book-Entry

Certificates.

Business Day: Either (a) 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 or (b) with respect to each

Servicer, as defined in the applicable Servicing Agreement.

Certificate: Any mortgage pass-through certificate evidencing a beneficial

ownership interest in the Trust Fund signed and countersigned by the Securities

Administrator.

Certificate Group: Each of the Group I Certificates, the Group II

Certificates and the Group III Certificates.

Certificate Owner: With respect to each Book-Entry Certificate, any

beneficial owner thereof.

Certificate Register: The register maintained pursuant to Section 5.02

hereof.

Certificateholder or Holder: The Person in whose name a Regular Certificate

is registered in the Certificate Register, except that a Disqualified

Organization or non-U.S. Person shall not be a Holder of the Class A-R

Certificate for any purpose hereof.

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

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

Class: Collectively, Certificates which have the same priority of payment

and bear the same class designation and the form of which is identical except

for variation in the Percentage Interest evidenced thereby.

Class A Certificate: Any of the Class I-A1, Class I-A2, Class I-A3, Class

II-A1, Class II-A2, Class III-A1, Class III-A2 or Class A-R Certificates as

designated on the face thereof substantially in the form annexed (other than the

Class A-R Certificate) hereto as Exhibit A-1,

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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-R Certificate: The Class A-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 Class LT1-R Interest

and the residual interest in the Upper Tier REMIC.

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

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 Percentage: The Class B-1 Percentage, Class B-2 Percentage or Class

B-3 Percentage.

Class B-1 Percentage: With respect to any Distribution Date, the lesser of

100% and a fraction, expressed as a percentage, the numerator of which is the

aggregate Class Certificate Balance of the Class B-1 Certificates immediately

prior to such Distribution Date and the denominator of which is the aggregate

Stated Principal Balance of all of the Mortgage Loans (or related REO

Properties) immediately prior to such Distribution Date.

Class B-2 Percentage: With respect to any Distribution Date, the lesser of

100% and a fraction, expressed as a percentage, the numerator of which is the

aggregate Class Certificate Balance of the Class B-2 Certificates immediately

prior to such Distribution Date and the denominator of which is the aggregate

Stated Principal Balance of all of the Mortgage Loans (or related REO

Properties) immediately prior to such Distribution Date.

Class B-3 Percentage: With respect to any Distribution Date, the lesser of

100% and a fraction, expressed as a percentage, the numerator of which is the

aggregate Class Certificate Balance of the Class B-3 Certificates immediately

prior to such Distribution Date and the denominator of which is the aggregate

Stated Principal Balance of all of the Mortgage Loans (or related REO

Properties) immediately prior to such Distribution Date.

Class Certificate Balance: With respect to any Certificate as of any date

of determination, the Class Certificate Balance of such Certificate on the

Distribution Date immediately prior to such date of determination, plus any

Subsequent Recoveries added to the Class Certificate Balance of such Certificate

pursuant to Section 6.01, and reduced by the aggregate of (a) all distributions

of principal made thereon on such immediately prior Distribution Date and (b)

without duplication of amounts described in clause (a) above, reductions in the

Class Certificate Balance thereof in connection with allocations thereto of

Realized Losses on the Mortgage Loans and Extraordinary Trust Fund Expenses on

such immediately prior Distribution Date (or, in the case of any date of

determination up to and including the initial Distribution Date, the initial

Class Certificate Balance of such Certificate, as stated on the face thereof);

provided, however, that the Class Certificate Balance of each Subordinate

Certificate of the Class of Subordinate Certificates outstanding with the

highest

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<PAGE>

numerical designation at any given time shall be calculated to equal the

Percentage Interest evidenced by such Certificate multiplied by the excess, if

any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans

over (B) the then aggregate Class Certificate Balance of all other Classes of

Certificates then outstanding.

Class M Certificate: Any one of the Class M-1, Class M-2 or Class M-3

Certificates as designated on the face thereof substantially in the form annexed

hereto as Exhibit A-1, executed by the Securities Administrator and

authenticated and delivered by the Securities Administrator, representing the

right to distributions as set forth herein and therein.

Class M Percentage: The Class M-1 Percentage, Class M-2 Percentage or Class

M-3 Percentage.

Class M-1 Percentage: With respect to any Distribution Date, the lesser of

100% and a fraction, expressed as a percentage, the numerator of which is the

aggregate Class Certificate Balance of the Class M-1 Certificates immediately

prior to such date and the denominator of which is the aggregate Stated

Principal Balance of all of the Mortgage Loans (or related REO Properties)

immediately prior to such Distribution Date.

Class M-2 Percentage: With respect to any Distribution Date, the lesser of

100% and a fraction, expressed as a percentage, the numerator of which is the

aggregate Class Certificate Balance of the Class M-2 Certificates immediately

prior to such date and the denominator of which is the aggregate Stated

Principal Balance of all of the Mortgage Loans (or related REO Properties)

immediately prior to such Distribution Date.

Class M-3 Percentage: With respect to any Distribution Date, the lesser of

100% and a fraction, expressed as a percentage, the numerator of which is the

aggregate Class Certificate Balance of the Class M-3 Certificates immediately

prior to such date and the denominator of which is the aggregate Stated

Principal Balance of all of the Mortgage Loans (or related REO Properties)

immediately prior to such Distribution Date.

Class P Certificate: Any one of the Class P Certificates as designated on

the face thereof substantially in the form 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 Subordination Percentage: With respect to any Distribution Date and

each Class of Subordinate Certificates, the fraction (expressed as a percentage)

the numerator of which is the Class Certificate Balance of such Class of

Subordinate Certificates immediately prior to such Distribution Date and the

denominator of which is the aggregate of the Class Certificate Balances of all

Classes of Certificates immediately prior to such Distribution Date.

Closing Date: July 31, 2007.

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

Commission: The Securities and Exchange Commission.

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<PAGE>

Compensating Interest Payment: As defined in Section 6.06.

Cooperative: A corporation that has been formed for the purpose of

cooperative apartment ownership.

Cooperative Assets: Shares issued by Cooperatives, the related Cooperative

Lease and any other collateral securing the Cooperative Loans.

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.,

MLMBS Series 2007-3, 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 - MLMBS 2007-3, and

for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland, 21045,

Attn: Corporate Trust Services - MLMBS 2007-3.

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

Countrywide Assignment Agreement: The Assignment, Assumption and

Recognition Agreement, dated as of July 1, 2007, among the Seller, the

Depositor, Countrywide and Countrywide Home Loans, Inc., pursuant to which the

Countrywide Servicing Agreement (other than the rights to enforce the

representations and warranties with respect to the Countrywide Loans) were

assigned to the Depositor for the benefit of the Certificateholders.

Countrywide Loans: The Mortgage Loans serviced by Countrywide pursuant to

the Countrywide Servicing Agreement.

Countrywide Servicing Agreement: The Master Mortgage Loan Purchase and

Servicing Agreement dated as of February 1, 2007, between Countrywide Home Loans

Inc. and MLML.

Credit Support Depletion Date: The first Distribution Date on which the

Class Certificate Balances of the Subordinate Certificates are reduced to zero.

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<PAGE>

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.

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: July 1, 2007.

Debt Service Reduction: Any reduction of the Monthly Payments which a

Mortgagor is obligated to pay with respect to a Mortgage Loan as a result of any

proceeding under the Bankruptcy Code or any other similar state law or other

proceeding.

Defective Mortgage Loan: A Mortgage Loan replaced or to be replaced by one

or more Substitute Mortgage Loans.

Deficient Valuation: With respect to any Mortgage Loan, a valuation of the

related Mortgaged Property by a court of competent jurisdiction in an amount

less than the then outstanding principal balance of the Mortgage Loan, which

valuation results from a proceeding initiated under the Bankruptcy Code.

Definitive Certificates: As defined in Section 5.06.

Depositor: Merrill Lynch Mortgage Investors, Inc., a Delaware corporation,

or any successor in interest.

Depository: The Depository Trust Company, the nominee of which is Cede &

Co., or any successor thereto.

Depository Participant: A broker, dealer, bank or other financial

institution or other Person for whom from time to time the Depository effects

book-entry transfers and pledges of securities deposited with the Depository.

Designated Depository Institution: A depository institution (commercial

bank, federal savings bank, mutual savings bank or savings and loan association)

or trust company (which may include the Trustee), the deposits of which are

fully insured by the FDIC to the extent provided by law.

Determination Date: With respect to each Mortgage Loan, the Determination

Date as defined in the related Servicing Agreement.

Disqualified Organization: A "disqualified organization" as defined in

Section 860E(e)(5) of the Code.

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<PAGE>

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 Backed

Securities Trust, Mortgage Pass-Through Certificates, MLMBS Series 2007-3 -

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 August 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.

Effective Loan-to-Value Ratio: A fraction, expressed as a percentage, the

numerator of which is the original Principal Balance of the Mortgage Loan, less

the amount of Additional Collateral required to secure such Mortgage Loan at the

time of origination, if any, and the denominator of which is the Appraised Value

of the related Mortgaged Property at such date.

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) the long term unsecured debt obligations of which are

rated at least "AA-" by S&P and "A+" by Fitch (if so rated) if the deposits are

to be held in the account more than 30 days; following a downgrade, withdrawal,

or suspension of such institution's rating, each account should promptly (and in

any case within not more than 30 calendar days) be moved to a qualifying

institution or to one or more segregated trust accounts in the trust department

of such institution, if permitted, (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 by a letter from each Rating Agency that use of any such

account as the Distribution Account will not have an adverse effect on the

then-current ratings assigned to the Classes of the Certificates then rated by

the Rating Agencies). Eligible Accounts may bear interest.

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

ERISA-Qualifying Underwriting: A best efforts or firm commitment

underwriting or private placement that would satisfy the requirements of

Prohibited Transaction Exemption 90-29, Exemption Application No. D-8012, 55

Fed. Reg. 21459 (1990), as amended, granted to the 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

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<PAGE>

requirement that the certificates have received a rating at the time of

acquisition that is in one of the three (or four, in the case of a "designated

transaction") highest generic rating categories by at least one of the Rating

Agencies.

ERISA Restricted Certificates: Any of the Class B-1, Class B-2, Class B-3

or Class P Certificates, and any other Certificate, as long as the acquisition

and holding of such Certificate is not covered by and exempt under an

underwriter's exemption.

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

Excess Liquidation Proceeds: To the extent that such amount is not required

by law to be paid to the related Mortgagor, the amount, if any, by which

Liquidation Proceeds with respect to a Liquidated Mortgage Loan exceed the sum

of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued but

unpaid interest at the related Mortgage Interest Rate through the last day of

the month in which the related Liquidation Date occurs, plus (ii) related

Liquidation Expenses.

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

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

resulting from:

(i) nuclear or chemical reaction or nuclear radiation or radioactive

or chemical contamination, all whether controlled or uncontrolled and

whether such loss be direct or indirect, proximate or remote;

(ii) hostile or warlike action in time of peace or war, including

action in hindering, combating or defending against an actual, impending or

expected attack by any government or sovereign power, de jure or de facto,

or by any authority maintaining or using military, naval or air forces, or

by military, naval or air forces, or by an agent of any such government,

power, authority or forces;

(iii) any weapon of war employing atomic fission or radioactive forces

whether in time of peace or war, and

(iv) insurrection, rebellion, revolution, civil war, usurped power or

action taken by governmental authority in hindering, combating or defending

against such an occurrence, seizure or destruction under quarantine or

customs regulations, confiscation by order of any government or public

authority, or risks of contraband or illegal transactions or trade.

Extraordinary Trust Fund Expenses: Any amounts reimbursable to the Master

Servicer 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

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<PAGE>

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.

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.

Global Certificate: Any Private Certificate registered in the name of the

Depository or its nominee, beneficial interests in which are reflected on the

books of the Depository or on the books of a Person maintaining an account with

such Depository (directly or as an indirect participant in accordance with the

rules of such depository).

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 I Available Funds: With respect to any Distribution Date and the

Group I Mortgage Loans, an amount equal to the excess of (i) the sum of (a) the

aggregate of the related Monthly Payments received on or prior to the related

Determination Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal

Prepayments, Subsequent Recoveries and other unscheduled recoveries of principal

and interest in respect of the Group I Mortgage Loans during the related

Prepayment Period, (c) the aggregate of any amounts received in respect of a

related REO Property withdrawn from any Protected Account and deposited in the

Master Servicer Collection Account for such Distribution Date, (d) the aggregate

of any amounts deposited in the Master Servicer Collection Account by the

related Servicer or the Master Servicer in respect of related Prepayment

Interest Shortfalls for such Distribution Date, (e) the aggregate of any related

Monthly Advances made by the related Servicer or the Master Servicer for such

Distribution Date and (f) Prepayment Penalties received with respect to the

related Mortgage Loans, over (ii) the sum of (a) related amounts reimbursable or

payable to the related Servicer or the Master Servicer pursuant to Sections 4.03

and 4.05, (b) related amounts deposited in the Master Servicer Collection

Account or the Distribution Account, as the case may be, in error and (c) any

Extraordinary Trust Fund Expenses.

Group I Certificates: The Class I-A1, Class I-A2, Class I-A3 and Class A-R

Certificates.

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<PAGE>

Group I Mortgage Loans: The Mortgage Loans identified as such on the

Mortgage Loan Schedule.

Group I Senior Accelerated Distribution Percentage: With respect to any

Distribution Date, the percentage indicated below:

<TABLE>

Group I Senior Accelerated

Distribution Date Distribution Percentage

----------------------------- ------------------------------------------------

<S> <C>

August 2007 through July 2014 100%

August 2014 through July 2015 Group I Senior Percentage, plus 70% of the Group

I Subordinate Percentage

August 2015 through July 2016 Group I Senior Percentage, plus 60% of the Group

I Subordinate Percentage

August 2016 through July 2017 Group I Senior Percentage, plus 40% of the Group

I Subordinate Percentage

August 2017 through July 2018 Group I Senior Percentage, plus 20% of the Group

I Subordinate Percentage

August 2018 and thereafter Group I Senior Percentage

</TABLE>

provided, however, (i) that any scheduled reduction to the Group I Senior

Accelerated Distribution Percentage described above shall not occur as of any

Distribution Date unless either (a)(1)(x) the outstanding principal balance of

Mortgage Loans delinquent 60 days or more (including foreclosure and REO

Property) averaged over the last six months as a percentage of the aggregate

outstanding Class Certificate Balance of the Class M Certificates and the Class

B Certificates, is less than 50%, or (y) the outstanding principal balance of

Mortgage Loans delinquent 60 days or more (including foreclosure and REO

Property) averaged over the last six months, as a percentage of the aggregate

outstanding principal balance of all Mortgage Loans averaged over the last six

months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans to date

for such Distribution Date if occurring during the eighth, ninth, tenth,

eleventh or twelfth year (or any year thereafter) after the Closing Date are

less than 30%, 35%, 40%, 45% or 50%, respectively, of the sum of the Initial

Class Certificate Balances of the Class M Certificates and Class B Certificates

or (b) (1) the aggregate outstanding principal balance of the Mortgage Loans

delinquent 60 days or more (including foreclosure and REO Property) averaged

over the last six months, as a percentage of the aggregate outstanding principal

balance of all Mortgage Loans averaged over the last six months, does not exceed

4% and (2) Realized Losses on the Mortgage Loans on or prior to such

Distribution Date if occurring during the eighth, ninth, tenth, eleventh or

twelfth year (or any year thereafter) after the Closing Date are less than 10%,

15%, 20%, 25% or 30%, respectively, of the sum of the Initial Class Certificate

Balances of the Class M Certificates and Class B Certificates and (ii) that for

any Distribution Date on which the Group I Senior Percentage is greater than the

Original Group I Senior Percentage, the Group I Senior Accelerated Distribution

Percentage, Group II Senior Accelerated Distribution Percentage and Group III

Senior Accelerated Distribution Percentage for such Distribution Date shall be

100%. Notwithstanding the foregoing, upon the reduction of the aggregate Class

Certificate

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<PAGE>

Balance of the Class I-A1, Class I-A2 and Class I-A3 Certificates to zero, the

Group I Senior Accelerated Distribution Percentage will equal 0%.

In addition, on any Distribution Date on or after the Distribution Date

occurring in August 2010, if the current weighted average of the Subordinate

Percentages for the Certificates is equal to or greater than two times the

initial weighted average of the Subordinate Percentages for the Certificates,

and (a) the outstanding principal balance of the Mortgage Loans delinquent 60

days or more (including for this purpose any such Mortgage Loans in foreclosure

or bankruptcy and such Mortgage Loans with respect to which the related

Mortgaged Property has been acquired by the Issuing Entity), averaged over the

last six months, as a percentage of the Subordinate Percentage for that

Distribution Date times the aggregate Stated Principal Balance of the Mortgage

Loans, does not exceed 50% and (b) cumulative Realized Losses on the Mortgage

Loans do not exceed 20% of the initial Subordinate Percentage times the

aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,

then, in each case, the Group I Senior Accelerated Distribution Percentage for

such Distribution Date will be equal to, prior to the Distribution Date

occurring in August 2010, the Group I Senior Percentage plus 50% of the

Subordinate Percentage and, on or after the Distribution Date occurring in

August 2010, the Group I Senior Percentage.

Group I Senior Percentage: As of any Distribution Date, the lesser of 100%

and a fraction, expressed as a percentage, the numerator of which is the

aggregate Class Certificate Balance of the Class I-A1, Class I-A2, Class I-A3

and Class A-R Certificates immediately prior to such Distribution Date and the

denominator of which is the aggregate Stated Principal Balance of all of the

Group I Mortgage Loans or related REO Properties immediately prior to such

Distribution Date.

Group I Senior Principal Distribution Amount: As to any Distribution Date,

the lesser of (a) the balance of the Group I Available Funds remaining after the

distribution of all amounts required to be distributed pursuant to subclauses

first, second and third of Section 6.01(A) and (b) the sum of the following:

(A) the Group I Senior Percentage for such Distribution Date

times the sum of the following:

(1) the principal portion of each Monthly Payment due during

the related Due Period on each Outstanding Mortgage Loan in Loan Group

I, whether or not received on or prior to the related Determination

Date, minus the principal portion of any Debt Service Reduction;

(2) the Stated Principal Balance of any Group I Mortgage

Loan repurchased during the related Prepayment Period pursuant to

Section 2.02 or 2.03 hereof or pursuant to the related Servicing

Agreement; and

(3) the principal portion of all other unscheduled

collections, including Subsequent Recoveries (other than Principal

Prepayments in Full and Curtailments and amounts received in

connection with the liquidation or disposition of a Group I Mortgage

Loan, including without limitation Insurance

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<PAGE>

Proceeds, Liquidation Proceeds and REO Proceeds) received during the

related Prepayment Period to the extent applied by the related

Servicer as recoveries of principal of the related Mortgage Loan

pursuant to related Servicing Agreement;

(B) with respect to the liquidation or other disposition of a

Group I Mortgage Loan which occurred during the related Prepayment Period

and did not result in any Extraordinary Losses, an amount equal to the

lesser of (a) the Group I Senior Percentage for such Distribution Date

times the Stated Principal Balance of such Group I Mortgage Loan and (b)

the Group I Senior Accelerated Distribution Percentage for such

Distribution Date times the related unscheduled collections (including

without limitation Insurance Proceeds, Liquidation Proceeds and REO

Proceeds) to the extent applied by the related Servicer or the Master

Servicer as recoveries of principal of the related Mortgage Loan pursuant

to the related Servicing Agreement or this Agreement;

such Distribution Date times the aggregate of all Principal Prepayments in

Full and Curtailments received in the related Prepayment Period with

respect to the Group I Mortgage Loans;

(D) any amounts described in clauses (A), (B) or (C) of this

definition, as determined for any previous Distribution Date, which remain

unpaid after application of amounts previously distributed pursuant to this

clause (D) to the extent that such amounts are not attributable to Realized

Losses which have been allocated to the Class M Certificates or Class B

Certificates;

Group II Available Funds: With respect to any Distribution Date and the

Group II Mortgage Loans, an amount equal to the excess of (i) the sum of (a) the

aggregate of the related Monthly Payments received on or prior to the related

Determination Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal

Prepayments, Subsequent Recoveries and other unscheduled recoveries of principal

and interest in respect of the Group II Mortgage Loans during the related