<PAGE>

             MERRILL LYNCH MORTGAGE INVESTORS TRUST, SERIES 2007-SL1

                                 Issuing Entity,

                        LASALLE BANK NATIONAL ASSOCIATION

                            Securities Administrator

                                       and

                                 CITIBANK, N.A.

                                Indenture Trustee

                                    INDENTURE

                            Dated as of May 11, 2007

                        MORTGAGE LOAN ASSET-BACKED NOTES

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I DEFINITIONS....................................................    10
   Section 1.01.  Definitions............................................    10
   Section 1.02.  Incorporation by Reference of Trust Indenture Act......    11
   Section 1.03.  Rules of Construction..................................    11
   Section 1.04.  Calculations of Interest...............................    11
ARTICLE II ORIGINAL ISSUANCE OF NOTES....................................    12
   Section 2.01.  Form...................................................    12
   Section 2.02.  Execution, Authentication and Delivery.................    12
   Section 2.03.  Acceptance of the Swap Agreement and the Corridor
                  Contract by the Securities Administrator...............    12
ARTICLE III COVENANTS....................................................    13
   Section 3.01.  Acceptance of the Mortgage Loans by the Issuing
                  Entity.................................................    13
   Section 3.02.  Collection of Payments with Respect to Mortgage Loans..    15
   Section 3.03.  Maintenance of Office or Agency........................    15
   Section 3.04.  Money for Payments To Be Held in Trust; Paying Agent...    15
   Section 3.05.  Existence..............................................    16
   Section 3.06.  Payment of Principal and Interest......................    17
   Section 3.07.  Protection of Trust Estate.............................    24
   Section 3.08.  Opinions as to Trust Estate............................
   Section 3.09.  Performance of Obligations.............................    25
   Section 3.10.  Negative Covenants.....................................    26
   Section 3.11.  Reserved...............................................
   Section 3.12.  Representations and Warranties Concerning the Mortgage
                  Loans..................................................    27
   Section 3.13.  Assignee of Record of the Mortgage Loans...............    27
   Section 3.14.  Investment Company.....................................    27
   Section 3.15.  Servicer as Agent and Bailee of the Indenture Trustee..    27
   Section 3.16.  Issuing Entity May Consolidate, etc....................    28
   Section 3.17.  Successor or Transferee................................    29
   Section 3.18.  No Other Business......................................    30
   Section 3.19.  No Borrowing...........................................    30
   Section 3.20.  Guarantees, Loans, Advances and Other Liabilities......    30
   Section 3.21.  Capital Expenditures...................................    30
   Section 3.22.  Owner Trustee Not Liable for Certificates or Related
                  Documents..............................................    30
   Section 3.23.  Restricted Payments....................................    30
   Section 3.24.  Notice of Events of Default............................    31
   Section 3.25.  Further Instruments and Acts...........................    31
   Section 3.26.  Statements to Noteholders..............................    31
   Section 3.27.  Allocation of Realized Losses..........................    33
   Section 3.28.  Determination of the LIBOR Rate........................    35
   Section 3.29.  No Recourse............................................    35
   Section 3.30.  Certain Representations Regarding the Trust Estate.....    35
   Section 3.31.  The Swap Agreement.....................................    37
   Section 3.32.  Notice to the Custodian................................    37
</TABLE>

<PAGE>

<TABLE>
<S>                                                                         <C>
ARTICLE IV THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE............    38
   Section 4.01.  The Notes..............................................    38
   Section 4.02.  Registration of and Limitations on Transfer and
                  Exchange of Notes; Appointment of Note Registrar and
                  Certificate Registrar..................................    38
   Section 4.03.  Mutilated, Destroyed, Lost or Stolen Notes.............    41
   Section 4.04.  Persons Deemed Owners..................................    42
   Section 4.05.  Cancellation...........................................    42
   Section 4.06.  Book-Entry Notes.......................................    42
   Section 4.07.  Notices to Depository..................................    43
   Section 4.08.  Definitive Notes.......................................    43
   Section 4.09.  Tax Treatment..........................................    44
   Section 4.10.  Satisfaction and Discharge of Indenture................    44
   Section 4.11.  Application of Trust Money.............................    45
   Section 4.12.  Repayment of Monies Held by Paying Agent...............    45
   Section 4.13.  Temporary Notes........................................    45
ARTICLE V DEFAULT AND REMEDIES...........................................    46
   Section 5.01.  Events of Default......................................    46
   Section 5.02.  Acceleration of Maturity; Rescission and Annulment.....    46
   Section 5.03.  Collection of Indebtedness and Suits for Enforcement by
                  Indenture Trustee......................................    47
   Section 5.04.  Remedies; Priorities...................................    49
   Section 5.05.  Optional Preservation of the Trust Estate..............    50
   Section 5.06.  Limitation of Suits....................................    50
   Section 5.07.  Unconditional Rights of Noteholders to Receive
                  Principal and Interest.................................    51
   Section 5.08.  Restoration of Rights and Remedies.....................    51
   Section 5.09.  Rights and Remedies Cumulative.........................    51
   Section 5.10.  Delay or Omission Not a Waiver.........................    52
   Section 5.11.  Control by Noteholders.................................    52
   Section 5.12.  Waiver of Past Defaults................................    52
   Section 5.13.  Undertaking for Costs..................................    53
   Section 5.14.  Waiver of Stay or Extension Laws.......................    53
   Section 5.15.  Sale of Trust Estate...................................    53
   Section 5.16.  Action on Notes........................................    55
ARTICLE VI THE INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR........    55
   Section 6.01.  Duties of the Indenture Trustee and the Securities
                  Administrator..........................................    55
   Section 6.02.  Rights of the Indenture Trustee and the Securities
                  Administrator..........................................    56
   Section 6.03.  Individual Rights of Indenture Trustee and the
                  Securities Administrator...............................    58
   Section 6.04.  Indenture Trustee's Disclaimer and Securities
                  Administrator's Disclaimer.............................    58
   Section 6.05.  Notice of Event of Default.............................    58
   Section 6.06.  Reports by Securities Administrator to Holders.........    58
   Section 6.07.  Compensation and Indemnity.............................    59
   Section 6.08.  Replacement of Indenture Trustee or Securities
                  Administrator..........................................    59
   Section 6.09.  Successor Indenture Trustee or Securities Administrator
                  by Merger..............................................    60
   Section 6.10.  Appointment of Co-Indenture Trustee or Separate
                  Indenture Trustee......................................    61
   Section 6.11.  Eligibility; Disqualification..........................    62
   Section 6.12.  Preferential Collection of Claims Against Issuer.......    62
   Section 6.13.  Representations and Warranties.........................    62
</TABLE>

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 6.14.  Directions to Indenture Trustee and Securities
                  Administrator..........................................    63
   Section 6.15.  Compliance with Withholding-Requirements...............    63
ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS...............................    63
   Section 7.01   Issuing Entity to Furnish Securities Administrator
                  Names and Addresses of Noteholders.....................    63
   Section 7.02.  Preservation of Information; Communications to
                  Noteholders............................................    64
   Section 7.03.  Reports by Issuing Entity..............................    64
   Section 7.04.  Reports by Securities Administrator....................    65
   Section 7.05.  Payment to the Owner Trustee...........................    65
ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES........................    65
   Section 8.01.  Collection of Money....................................    65
   Section 8.02.  Trust Accounts.........................................    65
   Section 8.03.  Officer's Certificate..................................    66
   Section 8.04.  Termination Upon Payment to Noteholders................    66
   Section 8.05.  Release of Trust Estate................................    66
   Section 8.06.  Surrender of Notes Upon Final Payment..................    66
ARTICLE IX SUPPLEMENTAL INDENTURES.......................................    66
   Section 9.01.  Supplemental Indentures Without Consent of
                  Noteholders............................................    66
   Section 9.02.  Supplemental Indentures With Consent of Noteholders or
                  the NIMs Insurer.......................................    68
   Section 9.03.  Execution of Supplemental Indentures...................    70
   Section 9.04.  Effect of Supplemental Indenture.......................    70
   Section 9.05.  Conformity with Trust Indenture Act....................    70
   Section 9.06.  Reference in Notes to Supplemental Indentures..........    70
   Section 9.07.  Supplemental Indentures Affecting the Master Servicer,
                  the Servicers and the Swap Counterparty................    71
ARTICLE X TAX MATTERS....................................................    71
   Section 10.01. REMIC Provisions.......................................    71
   Section 10.02. REMIC Distributions....................................    77
ARTICLE XI MISCELLANEOUS.................................................    79
   Section 11.01. Compliance Certificates and Opinions, etc..............    79
   Section 11.02. Form of Documents Delivered to Indenture Trustee and
                  Securities Administrator...............................    81
   Section 11.03. Acts of Noteholders....................................    82
   Section 11.04. Notices, etc., to Indenture Trustee, Securities
                  Administrator, Issuing Entity and Rating Agencies......    82
   Section 11.05. Notices to Noteholders; Waiver.........................    83
   Section 11.06. Alternate Payment and Notice Provisions................    84
   Section 11.07. Conflict with Trust Indenture Act......................    84
   Section 11.08. Effect of Headings.....................................    84
   Section 11.09. Successors and Assigns.................................    84
   Section 11.10. Separability...........................................    84
   Section 11.11. Benefits of Indenture..................................    84
   Section 11.12. Legal Holidays.........................................    84
   Section 11.13. GOVERNING LAW..........................................    85
   Section 11.14. Counterparts...........................................    85
   Section 11.15. Recording of Indenture.................................    85
</TABLE>

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 11.16. Issuing Entity Obligation..............................    85
   Section 11.17. No Petition............................................    85
   Section 11.18. Optional Redemption....................................    86
   Section 11.19. Inspection.............................................    88
   Section 11.20. Limitation of Liability of Owner Trustee...............    88
   Section 11.21. Third Party Beneficiaries..............................    88
   Section 11.22. Additional Termination Requirements....................    89
   Section 11.23. Rights of the NIMs Insurer.............................    90
   Section 11.24. Additional Rights of the NIMs Insurer..................    90
</TABLE>

<PAGE>

EXHIBITS

   Exhibit A-1 -- Form of Class A Notes
   Exhibit A-2 -- Form of Class M Notes
   Exhibit A-3 -- Form of Class B Notes
   Exhibit B   -- Form of Transferee Certificate
   Exhibit C   -- Form of Transferor Certificate
   Exhibit D   -- Form of Rule 144A Investment Representation
   Exhibit E-1 -- Form of Swap Agreement
   Exhibit E-2    Form of Corridor Contract
   Exhibit F   -- ERISA Transfer Affidavit
   Exhibit G   -- Form of Initial/Interim/Final Certification

APPENDIX A - DEFINED TERMS
<PAGE>

     This Indenture, dated as of May 11, 2007, is entered into among Merrill
Lynch Mortgage Investors Trust 2007-SL1, a Delaware statutory trust, as Issuing
Entity (the "Issuing Entity"), LaSalle Bank National Association, as Securities
Administrator (the "Securities Administrator") and Citibank, N.A., as Indenture
Trustee (the "Indenture Trustee").

                                WITNESSETH THAT:

     Each party hereto agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Issuing Entity's
Mortgage Loan Asset-Backed Notes, Series 2007-SL1 (the "Notes").

                                 GRANTING CLAUSE

     The Issuing Entity hereby Grants to the Indenture Trustee at the Closing
Date, as trustee for the benefit of the Holders of the Notes, the NIMs Insurer
and the Swap Counterparty, all of the Issuing Entity's right, title and interest
in and to, whether now existing or hereafter created, (a) the Mortgage Loans and
any Additional Balances arising thereafter, and all monies due or to become due
thereunder; (b) the Payment Account and all funds on deposit or credited thereto
from time to time and all proceeds thereof, excluding any investment income from
such funds; (c) all hazard insurance policies; (d) all present and future
claims, demands, causes and choses in action in respect of any or all of the
foregoing and all payments on or under, and all proceeds of every kind and
nature whatsoever in respect of, any or all of the foregoing and all payments on
or under, and all proceeds of every kind and nature whatsoever in the conversion
thereof, notes drafts, acceptances, checks, deposit accounts, rights to payments
of any and every kind, and other forms of obligations and receivables,
instruments and other property that at any time constitute all or part of or are
included in the proceeds of any of the foregoing; (e) all accounts, chattel
paper, deposit accounts, documents, general intangibles, goods, instruments,
investment property, letter-of-credit rights, letters of credit, money and oil,
gas and other minerals, consisting of, arising from or relating to, any of the
foregoing; (f) the rights with respect to the Swap Agreement and the Swap
Account, (g) the rights with respect to the Corridor Contract and the Corridor
Contract Account and (h) all proceeds of the foregoing (collectively, the "Trust
Estate" or the "Collateral").

     The foregoing Grant is made in trust to secure the payment of principal of
and interest on, and any other amounts owing in respect of, the Notes and
payments to the Swap Counterparty, subject to the priority set forth herein, and
to secure compliance with the provisions of this Indenture, all as provided in
this Indenture.

     The Indenture Trustee, as trustee on behalf of the Holders of the Notes,
the NIMs Insurer and the Swap Counterparty, acknowledges such Grant, accepts the
trust under this Indenture in accordance with the provisions hereof and each of
the Indenture Trustee and the Securities Administrator agree to perform their
respective duties as Indenture Trustee and Securities Administrator as required
herein.

                              PRELIMINARY STATEMENT

     The Notes will consist of eleven classes of notes, designated as (i) the
Class A-1 Notes, (ii) the Class A-2 Notes, (iii) the Class M-1 Notes, (iv) the
Class M-2 Notes, (v) the Class M-3

<PAGE>

Notes, (vi) the Class M-4 Notes, (vii) the Class M-5 Notes, (viii) the Class M-6
Notes, (ix) the Class B-1 Notes, (x) the Class B-2 Notes and (xi) the Class B-3
Notes.

     The Trust (as defined in the Trust Agreement) for federal income tax
purposes will consist of (i) three real estate mortgage investment conduits,
(ii) the right to receive payments distributable to the Class P Certificates
pursuant to the Trust Agreement, (iii) the Swap Agreement, the Swap Account, the
Corridor Contract, the Corridor Contract Account and the Supplemental Interest
Trust and (iv) the grantor trusts described in Section 10.01 hereof. The SWAP
REMIC will consist of all of the assets, including the Excluded Amounts,
constituting the Trust (other than the assets described in clauses (ii), (iii)
and (iv) 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 G Certificate as the single
"residual interest" in the SWAP REMIC. The Lower Tier REMIC will consist of the
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 Indenture 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
LTR Interest and the Residual Interest. The "latest possible maturity date" for
federal income tax purposes of all interests created hereby will be the Final
Maturity Date.

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>
SW-Z                      $108,136,043.06              (1)
SW-1A                     $ 3,280,920.000              (2)
SW-1B                     $ 3,280,920.000              (3)
SW-2A                     $ 3,184,175.500              (2)
SW-2B                     $ 3,184,175.500              (3)
SW-3A                     $ 3,090,277.500              (2)
SW-3B                     $ 3,090,277.500              (3)
SW-4A                     $ 2,999,143.000              (2)
SW-4B                     $ 2,999,143.000              (3)
SW-5A                     $ 2,910,690.000              (2)
SW-5B                     $ 2,910,690.000              (3)
SW-6A                     $ 2,824,839.500              (2)
SW-6B                     $ 2,824,839.500              (3)
SW-7A                     $ 2,741,516.500              (2)
SW-7B                     $ 2,741,516.500              (3)
</TABLE>


                                        2

<PAGE>

<TABLE>
<S>                   <C>                         <C>
SW-8A                     $ 2,660,645.500              (2)
SW-8B                     $ 2,660,645.500              (3)
SW-9A                     $ 2,582,154.000              (2)
SW-9B                     $ 2,582,154.000              (3)
SW-10A                    $ 2,505,974.000              (2)
SW-10B                    $ 2,505,974.000              (3)
SW-11A                    $ 2,432,035.500              (2)
SW-11B                    $ 2,432,035.500              (3)
SW-12A                    $ 2,360,274.000              (2)
SW-12B                    $ 2,360,274.000              (3)
SW-13A                    $ 2,290,624.500              (2)
SW-13B                    $ 2,290,624.500              (3)
SW-14A                    $ 2,223,025.500              (2)
SW-14B                    $ 2,223,025.500              (3)
SW-15A                    $ 1,541,230.500              (2)
SW-15B                    $ 1,541,230.500              (3)
SW-16A                    $ 1,442,587.000              (2)
SW-16B                    $ 1,442,587.000              (3)
SW-17A                    $ 1,400,005.500              (2)
SW-17B                    $ 1,400,005.500              (3)
SW-18A                    $ 1,358,677.500              (2)
SW-18B                    $ 1,358,677.500              (3)
SW-19A                    $ 1,318,566.500              (2)
SW-19B                    $ 1,318,566.500              (3)
SW-20A                    $ 1,279,637.000              (2)
SW-20B                    $ 1,279,637.000              (3)
SW-21A                    $ 1,241,854.000              (2)
SW-21B                    $ 1,241,854.000              (3)
SW-22A                    $ 1,205,183.500              (2)
SW-22B                    $ 1,205,183.500              (3)
SW-23A                    $ 1,169,593.500              (2)
SW-23B                    $ 1,169,593.500              (3)
SW-24A                    $ 1,135,051.000              (2)
SW-24B                    $ 1,135,051.000              (3)
SW-25A                    $ 1,101,526.500              (2)
SW-25B                    $ 1,101,526.500              (3)
SW-26A                    $ 1,068,989.500              (2)
SW-26B                    $ 1,068,989.500              (3)
SW-27A                    $ 1,037,411.000              (2)
SW-27B                    $ 1,037,411.000              (3)
SW-28A                    $ 1,006,763.000              (2)
SW-28B                    $ 1,006,763.000              (3)
SW-29A                    $   977,017.500              (2)
SW-29B                    $   977,017.500              (3)
SW-30A                    $   948,149.000              (2)
</TABLE>


                                        3

<PAGE>

<TABLE>
<S>                   <C>                         <C>
SW-30B                    $   948,149.000              (3)
SW-31A                    $   920,130.500              (2)
SW-31B                    $   920,130.500              (3)
SW-32A                    $   892,938.500              (2)
SW-32B                    $   892,938.500              (3)
SW-33A                    $   866,547.000              (2)
SW-33B                    $   866,547.000              (3)
SW-34A                    $   840,933.500              (2)
SW-34B                    $   840,933.500              (3)
SW-35A                    $   816,075.000              (2)
SW-35B                    $   816,075.000              (3)
SW-36A                    $   791,949.500              (2)
SW-36B                    $   791,949.500              (3)
SW-37A                    $   768,535.000              (2)
SW-37B                    $   768,535.000              (3)
SW-38A                    $   745,810.000              (2)
SW-38B                    $   745,810.000              (3)
SW-39A                    $   723,756.000              (2)
SW-39B                    $   723,756.000              (3)
SW-40A                    $   702,351.500              (2)
SW-40B                    $   702,351.500              (3)
SW-41A                    $   681,578.000              (2)
SW-41B                    $   681,578.000              (3)
SW-42A                    $   661,428.000              (2)
SW-42B                    $   661,428.000              (3)
SW-43A                    $   641,894.000              (2)
SW-43B                    $   641,894.000              (3)
SW-44A                    $   622,963.500              (2)
SW-44B                    $   622,963.500              (3)
SW-45A                    $   604,529.000              (2)
SW-45B                    $   604,529.000              (3)
SW-46A                    $   586,638.500              (2)
SW-46B                    $   586,638.500              (3)
SW-47A                    $   569,275.500              (2)
SW-47B                    $   569,275.500              (3)
SW-48A                    $   552,425.000              (2)
SW-48B                    $   552,425.000              (3)
SW-49A                    $   536,071.500              (2)
SW-49B                    $   536,071.500              (3)
SW-50A                    $   520,200.500              (2)
SW-50B                    $   520,200.500              (3)
SW-51A                    $16,959,662.500              (2)
SW-51B                    $16,959,662.500              (3)
Class G Certificate                      (4)           (4)
</TABLE>


                                       4
<PAGE>

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

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

(3)  For any Payment Date, the interest rate on each SWAP REMIC Regular Interest
     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 Net WAC over (ii) 2
     times the REMIC Swap Rate for such Payment Date and (y) 0.00%.

(4)  Initially, the Class G Certificate shall have no principal amount. The
     Class G Certificate principal amount shall reflect the aggregate
     unreimbursed contributions to the SWAP REMIC by the holder of the Class G
     Certificate to fund the purchase of additional draws on home equity lines
     of credit included in the SWAP REMIC after the Closing Date where such
     purchases are not funded by principal collections on the Mortgage Loans.
     Such principal amount shall reflect both the Additional Balance Advance
     Amount and unreimbursed Excluded Amounts. The Class G Certificate shall
     accrue interest on such principal amount at a per annum rate equal to the
     Net WAC.

THE LOWER TIER REMIC

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

<TABLE>
<CAPTION>
         Initial
        Principal                       Class(es) of
Class    Balance    Interest Rate   Corresponding Notes
-----   ---------   -------------   -------------------
<S>     <C>         <C>             <C>
LTA-1      (1)           (3)               A-1, R
LTA-2      (1)           (3)                A-2
LTM-1      (1)           (3)                M-1
LTM-2      (1)           (3)                M-2
LTM-3      (1)           (3)                M-3
LTM-4      (1)           (3)                M-4
LTM-5      (1)           (3)                M-5
LTM-6      (1)           (3)                M-6
LTB-1      (1)           (3)                B-1
LTB-2      (1)           (3)                B-2
LTB-3      (1)           (3)                B-3
LTX        (2)           (3)                N/A
LT-IO      (4)           (4)                N/A
</TABLE>


                                       5

<PAGE>

<TABLE>
<CAPTION>
         Initial
        Principal                       Class(es) of
Class    Balance    Interest Rate   Corresponding Notes
-----   ---------   -------------   -------------------
<S>     <C>         <C>             <C>
LTR        (5)           (5)                N/A
</TABLE>

(1)  The initial principal balance of each of these Lower Tier REMIC Regular
     Interests shall equal 1/2 of the initial Class Principal Balance of its
     Corresponding Notes.

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

(3)  For each Payment Date, the interest rate for each of the Lower Tier REMIC
     Regular Interests (other than the Class LT-IO Interest) 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 Payment 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 Securities, provided however, that for any Payment 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 4 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 Payment Date.

(4)  The Class LT-IO Interest is an interest-only class that does not have a
     principal balance. For only those Payment 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 Payment Date over (ii)
     Swap LIBOR for such Payment Date.

<TABLE>
<CAPTION>
                  SWAP REMIC
Payment Date   Regular Interest
------------   ----------------
<S>            <C>
10             Class SW-1A
10-11          Class SW-2A
10-12          Class SW-3A
10-13          Class SW-4A
10-14          Class SW-5A
10-15          Class SW-6A
10-16          Class SW-7A
</TABLE>


                                       6

<PAGE>

<TABLE>
<CAPTION>
                  SWAP REMIC
Payment Date   Regular Interest
------------   ----------------
<S>            <C>
10-17          Class SW-8A
10-18          Class SW-9A
10-19          Class SW-10A
10-20          Class SW-11A
10-21          Class SW-12A
10-22          Class SW-13A
10-23          Class SW-14A
10-24          Class SW-15A
10-25          Class SW-16A
10-26          Class SW-17A
10-27          Class SW-18A
10-28          Class SW-19A
10-29          Class SW-20A
10-30          Class SW-21A
10-31          Class SW-22A
10-32          Class SW-23A
10-33          Class SW-24A
10-34          Class SW-25A
10-35          Class SW-26A
10-36          Class SW-27A
10-37          Class SW-28A
10-38          Class SW-29A
</TABLE>


                                       7

<PAGE>

<TABLE>
<CAPTION>
                  SWAP REMIC
Payment Date   Regular Interest
------------   ----------------
<S>            <C>
10-39          Class SW-30A
10-40          Class SW-31A
10-41          Class SW-32A
10-42          Class SW-33A
10-43          Class SW-34A
10-44          Class SW-35A
10-45          Class SW-36A
10-46          Class SW-37A
10-47          Class SW-38A
10-48          Class SW-39A
10-49          Class SW-40A
10-50          Class SW-41A
10-51          Class SW-42A
10-52          Class SW-43A
10-53          Class SW-44A
10-54          Class SW-45A
10-55          Class SW-46A
10-56          Class SW-47A
10-57          Class SW-48A
10-58          Class SW-49A
10-59          Class SW-50A
10-60          Class SW-51A
</TABLE>


                                       8

<PAGE>

(5)  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 Notes for each of the
interests in the Upper Tier REMIC.

<TABLE>
<CAPTION>
                                  Initial Principal             Class of
Class                                  Balance        Rate   Related Notes
-----                             -----------------   ----   -------------
<S>                               <C>                 <C>    <C>
UTA-1                                    (1)           (2)        A-1
UTA-2                                    (1)           (2)        A-2
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 Notes.

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

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


                                       9

<PAGE>

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

THE SECURITIES

<TABLE>
<CAPTION>
            Note Balance or Class   Note Interest Rate or      Minimum     Integral Multiples in
             Certificate Balance       Pass-Through Rate    Denomination     Excess of Minimum
            ---------------------   ---------------------   ------------   ---------------------
<S>         <C>                     <C>                     <C>            <C>
Class A-1       $  124,848,000          Adjustable(1)         $25,000                $1
Class A-2       $   31,213,000          Adjustable(1)         $25,000                $1
Class P              N/A                     N/A                  100%              N/A
Class R         $          100          Adjustable(1)         $   100               N/A
Class M-1       $   16,090,000          Adjustable(1)         $25,000                $1
Class M-2       $   14,951,000          Adjustable(1)         $25,000                $1
Class M-3       $    9,113,000          Adjustable(1)         $25,000                $1
Class M-4       $    8,543,000          Adjustable(1)         $25,000                $1
Class M-5       $    8,685,000          Adjustable(1)         $25,000                $1
Class M-6       $    8,116,000          Adjustable(1)         $25,000                $1
Class B-1       $    7,262,000          Adjustable(1)         $25,000                $1
Class B-2       $    6,692,000          Adjustable(1)         $25,000                $1
Class B-3       $    7,689,000          Adjustable(1)         $25,000                $1
Class G         $         0.00          Adjustable(2)             100%              N/A
Class C         $41,582,403.06            Variable(3)             100%              N/A
</TABLE>

----------
(1)  The Class A-1, Class A-2, Class M-1, Class M-2, Class M-3, Class M-4, Class
     M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Notes and the Class R
     Certificates have an adjustable rate and will receive interest pursuant to
     formulas based on LIBOR, subject to the Available Funds Cap and the Maximum
     Rate Cap.

(2)  The Pass-Through Rate on the Class G Certificates is equal to the Net WAC.

(3)  The Class C Certificates will have an initial principal balance of
     $41,582,403.06. For any Payment Date, the Class C Certificates will be
     entitled to the Class C Current Interest.

                                   ARTICLE I

                                   DEFINITIONS

     Section 1.01. Definitions. For all purposes of this Indenture, except as
otherwise expressly provided herein or unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the meanings assigned
to such terms in the Definitions attached hereto as Appendix A, which is
incorporated by reference herein. All other capitalized terms used herein shall
have the meanings specified herein.


                                       10

<PAGE>

     Section 1.02. Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the Trust Indenture Act (the "TIA"), the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

     "Commission" means the Securities and Exchange Commission.

     "indenture securities" means the Notes.

     "indenture security holder" means a Noteholder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Indenture Trustee.

     "obligor" on the indenture securities means the Issuing Entity and any
other obligor on the indenture securities.

     All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rules have
the meanings assigned to them by such definitions.

     Section 1.03. Rules of Construction. Unless the context otherwise requires:

          (i) a term has the meaning assigned to it;

          (ii) an accounting term not otherwise defined has the meaning assigned
to it in accordance with generally accepted accounting principles as in effect
from time to time;

          (iii) "or" is not exclusive;

          (iv) "including" means including without limitation;

          (v) words in the singular include the plural and words in the plural
include the singular;

          (vi) the term "proceeds" has the meaning ascribed thereto in the UCC;
and

          (vii) any agreement, instrument or statute defined or referred to
herein or in any instrument or certificate delivered in connection herewith
means such agreement, instrument or statute as from time to time amended,
modified or supplemented and includes (in the case of agreements or instruments)
references to all attachments thereto and instruments incorporated therein;
references to a Person are also to its permitted successors and assigns.

     Section 1.04. Calculations of Interest. All calculations of interest on the
Notes and the Class R Certificate shall be made on the basis of the actual
number of days in the Accrual Period and a year assumed to consist of 360 days.
All dollar amounts calculated hereunder shall be rounded up to the nearest penny
with one-half of one penny being rounded up.


                                       11

<PAGE>

                                   ARTICLE II

                           ORIGINAL ISSUANCE OF NOTES

     Section 2.01. Form. The Class A, Class M and Class B Notes, together with
the Securities Administrator's certificate of authentication, shall be in
substantially the forms set forth in Exhibits A-1, A-2 and A-3 to this
Indenture, as applicable, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may, consistently herewith,
be determined by the officers executing such Notes, as evidenced by their
execution of the Notes. Any portion of the text of any Note may be set forth on
the reverse thereof, with an appropriate reference thereto on the face of the
Note.

     The Notes shall be typewritten, printed, lithographed or engraved or
produced by any combination of these methods (with or without steel engraved
borders), all as determined by the Authorized Officers executing such Notes, as
evidenced by their execution of such Notes.

     Section 2.02. Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuing Entity by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

     Notes bearing the manual or facsimile signature of individuals who were at
any time Authorized Officers of the Issuing Entity shall bind the Issuing
Entity, notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the authentication and delivery of such Notes or did not
hold such offices at the date of such Notes.

     The Securities Administrator shall authenticate and deliver each Class of
Notes for original issue in an aggregate initial principal amount equal to the
Initial Class Principal Balance for such Class of Notes.

     Each of the Notes shall be dated the date of its authentication. The Notes
shall be issuable as registered Notes in book-entry form, in the Initial Note
Balances specified herein. The minimum denomination of each Note is $25,000, and
Notes shall be issuable in integral multiples of $1 in excess thereof.

     No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose, unless there appears on such Note a certificate
of authentication substantially in the form provided for herein executed by the
Securities Administrator by the manual signature of one of its authorized
signatories, and such certificate upon any Note shall be conclusive evidence,
and the only evidence, that such Note has been duly authenticated and delivered
hereunder.

     Section 2.03. Acceptance of the Swap Agreement and the Corridor Contract by
the Securities Administrator. The Issuing Entity hereby directs the Securities
Administrator to execute and deliver on behalf of the Issuing Entity the Swap
Agreement and the Corridor Contract (in the forms of Exhibit E-1 and E-2 hereto,
respectively) and to perform the Issuing Entity's obligations under the Swap
Agreement and the Corridor Contract on the Closing Date


                                       12

<PAGE>

and thereafter on behalf of the Holders of the Notes. The Issuing Entity and the
Holders of the Notes by their acceptance of such Notes acknowledge and agree
that the Securities Administrator shall prepare and deliver any notices required
to be delivered to the Swap Counterparty under Sections 2(b), 2(d), 5(a), 6(a),
6(b), 6(d) and 12(b) of the ISDA Master Agreement and shall do so solely in its
capacity as Securities Administrator and not in its individual capacity.

     The Securities Administrator in its capacity as Supplemental Interest Trust
Trustee acknowledges receipt of the Swap Agreement and the Corridor Contract and
declares that it holds and will continue to hold the Swap Agreement and the
Corridor Contract and any amendments, replacements or supplements thereto and
all other assets of the Issuing Entity as Securities Administrator in trust for
the use and benefit of all present and future Holders of the Notes. The
Supplemental Interest Trust Trustee is hereby instructed to enter into the Swap
Agreement, not in its individual capacity but solely as Supplemental Interest
Trust Trustee on behalf of the Supplemental Interest Trust. Every provision of
this Indenture affording protection to the Securities Administrator shall apply
to the performance of the Securities Administrator's duties in its capacity as
Supplemental Interest Trust Trustee under the Swap Agreement and satisfaction of
its obligations thereunder.

                                  ARTICLE III

                                    COVENANTS

     Section 3.01. Acceptance of the Mortgage Loans by the Issuing Entity.

     (a) The Issuing Entity acknowledges the sale, transfer and assignment of
the Trust Estate to it by the Depositor pursuant to the Trust Agreement and
receipt of, subject to further review by the Custodian and the exceptions that
may be noted by the Custodian on behalf of the Indenture Trustee, pursuant to
the procedures described below, and the Issuing Entity will cause the Custodian
to hold, the documents (or certified copies thereof) delivered to the Custodian
pursuant to Section 3.01 of the Trust Agreement and any amendments, replacements
or supplements thereto and all other assets of the Trust Estate delivered to it,
in trust for the use and benefit of all present and future Holders of the Notes
issued pursuant to this Indenture and the Certificates issued pursuant to the
Trust Agreement.

     On the Closing Date, with respect to the Mortgage Loans, in accordance with
the Custodial Agreement, the Custodian shall acknowledge with respect to each
Mortgage Loan by delivery to the Depositor, the Sponsor, the Master Servicer,
the Indenture Trustee and the Issuing Entity of an Initial Certification, in
substantially the form attached hereto as Exhibit G, receipt of the Mortgage
File, but without review of such Mortgage File, except to the extent necessary
to confirm that such Mortgage File contains the related Mortgage Note or lost
note affidavit. No later than 90 days after the Closing Date (or with respect to
any Replacement Mortgage Loan, within five (5) Business Days after the receipt
by the respective Custodian thereof), the Custodian, in accordance with the
respective Custodial Agreement, shall review each Mortgage File delivered to it
and shall execute and deliver to the Depositor, the Sponsor, the NIMs Insurer,
the Master Servicer, the Indenture Trustee and the Issuing Entity an Interim
Certification, in substantially the form attached hereto as Exhibit G. In
conducting such review, the Custodian will ascertain whether all documents
required to be reviewed by it have been executed and


                                       13

<PAGE>

received, and based on the Mortgage Loan Schedule, whether the Mortgage Notes
relate, determined on the basis of the Mortgagor name, original principal
balance and loan number, to the Mortgage Loans it has received, as identified in
the Mortgage Loan Schedule. In performing any such review, the Custodian may
conclusively rely on the purported due execution and genuineness of any such
document and on the purported genuineness of any signature thereon. If the
Custodian finds any document constituting part of the Mortgage File has not been
executed or received, or is unrelated, determined on the basis of the Mortgagor
name, original principal balance and loan number, to the Mortgage Loans
identified on the Mortgage Loan Schedule or does not conform on its face to the
review criteria specified in this Section (a "Material Defect"), the Custodian
shall notify the Sponsor, the Depositor, the NIMs Insurer, the Master Servicer,
the Issuing Entity and the Indenture Trustee of such Material Defect in writing.

     (b) No later than 180 days after the Closing Date, the Custodian, in
accordance with the Custodial Agreement, will review the Mortgage Files
delivered to it and will execute and deliver or cause to be executed and
delivered to the Depositor, the Sponsor, the NIMs Insurer, the Master Servicer,
the Indenture Trustee and the Issuing Entity a Final Certification, in
substantially the form attached hereto as Exhibit G. In conducting such review,
the Custodian will ascertain whether an original of each document required to be
recorded has been returned from the recording office with evidence of recording
thereon or a certified copy has been obtained from the recording office. If the
Custodian finds a Material Defect, the Custodian shall promptly notify the
Sponsor, the Depositor, the NIMs Insurer, the Master Servicer, the Issuing
Entity and the Indenture Trustee in writing (provided, however, that with
respect to those documents described in subsections (D), (E), and (F) of Section
3.01 of the Trust Agreement, the Custodian's obligations shall extend only to
the documents actually delivered to the Custodian pursuant to such subsections).

     In accordance with the Mortgage Loan Purchase Agreement, the Sponsor shall
correct or cure any such Material Defect within 90 days from the date of notice
from the Custodian or the Indenture Trustee of the Material Defect and if the
Sponsor is unable to cure such Material Defect within such period, and if such
Material Defect materially and adversely affects the interests of the NIMs
Insurer, the Noteholders or the Certificateholders in the related Mortgage Loan,
the Indenture Trustee shall enforce the Sponsor's obligation under the Mortgage
Loan Purchase Agreement to provide a Replacement Mortgage Loan or purchase such
Mortgage Loan at the Repurchase Price; 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 documents or a certified copy, have not been returned by the
applicable jurisdiction, the Sponsor shall not be required to purchase or
replace 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 or substitution 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 Custodian on behalf of the Indenture Trustee shall be effected by the
Sponsor within thirty days of its receipt of the original recorded document.


                                       14

<PAGE>

     Section 3.02. Collection of Payments with Respect to Mortgage Loans. The
Securities Administrator shall establish and maintain with itself the Payment
Account in which the Securities Administrator shall, subject to the terms of
this paragraph, deposit, on the same Business Day as it is received from the
Master Servicer (if received prior to 1 PM New York City time, or if received
thereafter, on the next Business Day), each remittance received by the
Securities Administrator with respect to the Mortgage Loans. The Securities
Administrator shall make all payments of principal and interest on the Notes,
subject to Section 3.04, as provided in Section 3.06 from monies on deposit in
the Payment Account.

     Section 3.03. Maintenance of Office or Agency. The Issuing Entity will
maintain in Chicago, Illinois, an office or agency where, subject to
satisfaction of conditions set forth herein, Notes may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon
the Issuing Entity in respect of the Notes and this Indenture may be served. The
Issuing Entity hereby initially appoints the Securities Administrator to serve
as its agent for the foregoing purposes. If at any time the Issuing Entity shall
fail to maintain any such office or agency or shall fail to furnish the
Securities Administrator with the address thereof, such surrenders, notices and
demands may be made or served at the Corporate Trust Office, and the Issuing
Entity hereby appoints the Securities Administrator as its agent to receive all
such surrenders, notices and demands.

     Section 3.04. Money for Payments To Be Held in Trust; Paying Agent.

     (a) As provided in Section 3.02, all payments of amounts due and payable
with respect to any Notes that are to be made from amounts withdrawn from the
Payment Account pursuant to Section 3.02 shall be made on behalf of the Issuing
Entity by the Securities Administrator or by the Paying Agent, and no amounts so
withdrawn from the Payment Account for payments of Notes shall be paid over to
the Issuing Entity except as provided in this Section 3.04. The Issuing Entity
hereby appoints the Securities Administrator to act as initial Paying Agent
hereunder.

     The Issuing Entity will cause each Paying Agent other than the Securities
Administrator to execute and deliver to the Securities Administrator an
instrument in which such Paying Agent shall agree with the Securities
Administrator (and if the Securities Administrator acts as Paying Agent it
hereby so agrees), subject to the provisions of this Section 3.04, that such
Paying Agent will:

          (i) hold all sums held by it for the payment of amounts due with
     respect to the Notes in trust for the benefit of the Persons entitled
     thereto until such sums shall be paid to such Persons or otherwise disposed
     of as herein provided and pay such sums to such Persons as herein provided;

          (ii) give the Securities Administrator written notice of any default
     by the Issuing Entity of which it has actual knowledge in the making of any
     payment required to be made with respect to the Notes;


                                       15

<PAGE>

          (iii) at any time during the continuance of any such default, upon the
     written request of the Securities Administrator, forthwith pay to the
     Securities Administrator all sums so held in trust by such Paying Agent;

          (iv) immediately resign as Paying Agent and forthwith pay to the
     Securities Administrator all sums held by it in trust for the payment of
     Notes if at any time it ceases to meet the standards required to be met by
     a Paying Agent at the time of its appointment; and

          (v) comply with all requirements of the Code with respect to the
     withholding from any payments made by it on any Notes of any applicable
     withholding taxes imposed thereon and with respect to any applicable
     reporting requirements in connection therewith.

     The Issuing Entity may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by
Issuing Entity Request direct any Paying Agent to pay to the Securities
Administrator all sums held in trust by such Paying Agent, such sums to be held
by the Securities Administrator upon the same trusts as those upon which the
sums were held by such Paying Agent; and upon such payment by any Paying Agent
to the Securities Administrator, such Paying Agent shall be released from all
further liability with respect to such money.

     Subject to applicable laws with respect to escheat of funds, any money held
by the Securities Administrator or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for one year
after such amount has become due and payable shall be discharged from such trust
and be paid to the Issuing Entity upon receipt by the Securities Administrator
or any Paying Agent (as applicable) of an Issuing Entity Request containing
instructions to do so; and the Holder of such Note shall thereafter, as an
unsecured general creditor, look only to the Issuing Entity for payment thereof
(but only to the extent of the amounts so paid to the Issuing Entity), and all
liability of the Securities Administrator or such Paying Agent with respect to
such trust money shall thereupon cease; provided, however, that the Securities
Administrator or such Paying Agent, before being required to make any such
payment, shall at the expense and direction of the Issuing Entity cause to be
published once, in an Authorized Newspaper, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be paid to the Issuing Entity. The Securities Administrator
may also adopt and employ, at the expense and direction of the Issuing Entity,
any other reasonable means of notification of such payment (including, but not
limited to, mailing notice of such payment to Noteholders whose Notes have been
called but have not been surrendered for redemption or whose right to or
interest in monies due and payable but not claimed is determinable from the
records of the Securities Administrator or of any Paying Agent, at the last
address of record for each such Noteholder).

     Section 3.05. Existence. The Issuing Entity will keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuing Entity hereunder
is or becomes, organized under the laws of any other


                                       16

<PAGE>

state or of the United States of America, in which case the Issuing Entity will
keep in full effect its existence, rights and franchises under the laws of such
other jurisdiction) and will obtain and preserve its qualification to do
business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the
Notes, the Mortgage Loans and each other instrument or agreement included in the
Trust Estate.

     Section 3.06. Payment of Principal and Interest.

     I. On each Payment Date, from Interest Funds and Principal Funds (in each
case, without giving effect to the last proviso thereof), on deposit in the
Payment Account, the Securities Administrator shall remit to the Certificate
Paying Agent on behalf of the holder of the Class G Certificates, in respect of
Excluded Amounts, (i) as a payment of interest in respect of the Excluded
Amounts, the pro rata amount of interest collections allocated in accordance
with the definition of Excluded Amounts (without reduction to the outstanding
amount thereof) and (ii) the pro rata amount of principal collections allocated
in accordance with the definition of Excluded Amounts in reduction of the
outstanding amount thereof.

     II. In accordance with priorities set forth below, the Interest Funds and
Principal Funds which are not applied to Excluded Amounts as described in (I)
above and any amounts allocable to the Class P Certificates shall be applied by
the Securities Administrator, as follows:

     (a) On each Payment Date (or in the case of any Net Swap Payments owed to
the Swap Counterparty, two business days (as defined in the Swap Agreement)
prior to such Payment Date), the Interest Funds for such Payment Date are
required to be paid by the Securities Administrator in the following order of
priority, until such Interest Funds have been fully paid:

          (1) to the Certificate Paying Agent on behalf of the Class P
          Certificates, an amount equal to any prepayment charges received with
          respect to the Mortgage Loans or paid by the Servicers or the Sponsor
          in respect of prepayment charges pursuant to the Servicing Agreements
          during the related Prepayment Period;

          (2) to the Certificate Paying Agent on behalf of the Class G
          Certificates, the Current Interest for such class and any Interest
          Carry Forward Amount with respect to such class;

          (3) to the Supplemental Interest Trust, any Net Swap Payments owed by
          the Issuing Entity to the Swap Counterparty;

          (4) to the Supplemental Interest Trust, any Swap Termination Payment
          owed by the Issuing Entity to the Swap Counterparty (other than
          Defaulted Swap Termination Payments);

          (5) to the Class A Notes and the Certificate Paying Agent on behalf of
          the Class R Certificate, the Current Interest for each such class and
          any Interest Carry Forward Amount with respect to each such class;
          provided, however, that if Interest Funds are insufficient to make a
          full distribution of the aggregate Current


                                       17

<PAGE>

          Interest and the aggregate Interest Carry Forward Amount to the Class
          A Notes and the Class R Certificate, Interest Funds will be
          distributed pro rata among each class of the Class A Notes and the
          Class R Certificate based upon the ratio of (x) the Current Interest
          and Interest Carry Forward Amount for each such class to (y) the total
          amount of Current Interest and any Interest Carry Forward Amount for
          such classes of Securities;

          (6) to the Class M-1 Notes, the Current Interest for such class and
          any Interest Carry Forward Amount with respect to such class;

          (7) to the Class M-2 Notes, the Current Interest for such class and
          any Interest Carry Forward Amount with respect to such class;

          (8) to the Class M-3 Notes, the Current Interest for such class and
          any Interest Carry Forward Amount with respect to such class;

          (9) to the Class M-4 Notes, the Current Interest for such class and
          any Interest Carry Forward Amount with respect to such class;

          (10) to the Class M-5 Notes, the Current Interest for such class and
          any Interest Carry Forward Amount with respect to such class;

          (11) to the Class M-6 Notes, the Current Interest for such class and
          any Interest Carry Forward Amount with respect to such class;

          (12) to the Class B-1 Notes, the Current Interest for such class and
          any Interest Carry Forward Amount with respect to such class;

          (13) to the Class B-2 Notes, the Current Interest for such class and
          any Interest Carry Forward Amount with respect to such class;

          (14) to the Class B-3 Notes, the Current Interest for such class and
          any Interest Carry Forward Amount with respect to such class; and

          (15) any remainder to be distributed as described under Section
          3.06(II)(c) below.

     (b) On each Payment Date, the Securities Administrator will remit to the
Certificate Paying Agent on behalf of the Class G Certificates from Principal
Funds for that Payment Date, prior to any distributions set forth below, an
amount equal to the lesser of the Principal Funds (other than amounts reinvested
in draws on the HELOCs) and the Additional Balance Advance Amount, if any, as of
that Payment Date. On each Payment Date (or in the case of any Net Swap Payments
owed to the Swap Counterparty, two business days (as defined in the Swap
Agreement) prior to such Payment Date), the Principal Payment Amount for such
Payment Date is required to be paid by the Securities Administrator in the
following order of priority until the Principal Payment Amount has been fully
paid:


                                       18

<PAGE>

          (1) to the Supplemental Interest Trust, any Net Swap Payments owed to
          the Swap Counterparty to the extent not paid pursuant to paragraph (3)
          under Section 3.06(II)(a) above;

          (2) to the Supplemental Interest Trust, any Swap Termination Payment
          owed by the Issuing Entity to the Swap Counterparty (other than
          Defaulted Swap Termination Payments) to the extent not paid pursuant
          to paragraph (4) under Section 3.06(II)(a) above;

          (3) with respect to the Class R Certificate and the Class A-1 and
          Class A-2 Notes, the Class A Principal Payment Amount will be paid
          sequentially, first to the Certificate Paying Agent on behalf of the
          Class R Certificate, second, to the holders of the Class A-1 and Class
          A-2 Notes sequentially, in that order, until the Class Principal
          Balance of each such class has been reduced to zero; provided,
          however, that on and after the Payment Date on which the aggregate
          Class Principal Balance of the Subordinate Notes has been reduced to
          zero, the Class A Principal Payment Amount will be paid pro rata (i)
          to the Certificate Paying Agent on behalf of the Class R Certificate
          and (ii) to the holders of the Class A-1 and Class A-2 Notes
          sequentially, in that order, until the Class Principal Balance of each
          such class has been reduced to zero;

          (4) to the Class M-1 Notes, the Class M-1 Principal Payment Amount;

          (5) to the Class M-2 Notes, the Class M-2 Principal Payment Amount;

          (6) to the Class M-3 Notes, the Class M-3 Principal Payment Amount;

          (7) to the Class M-4 Notes, the Class M-4 Principal Payment Amount;

          (8) to the Class M-5 Notes, the Class M-5 Principal Payment Amount;

          (9) to the Class M-6 Notes, the Class M-6 Principal Payment Amount;

          (10) to the Class B-1 Notes, the Class B-1 Principal Payment Amount;

          (11) to the Class B-2 Notes, the Class B-2 Principal Payment Amount;

          (12) to the Class B-3 Notes, the Class B-3 Principal Payment Amount;
          and

          (13) any remainder to be distributed as described in Section
          3.06(II)(c) below.

     (c) On each Payment Date (or in the case of any Net Swap Payments owed to
the Swap Counterparty, two business days (as defined in the Swap Agreement)
prior to such Payment Date), available Interest Funds and Principal Funds (other
than amounts reinvested in draws on the HELOCs) not otherwise required to be
paid with respect to principal of and interest on the securities or used to
purchase Additional Balances as described above under (a) and (b) will be
required to be paid by the Securities Administrator in respect of the following
amounts, without duplication, until fully paid:


                                       19

<PAGE>

          (1) to the Certificate Payment Agent on behalf of the Class G
          Certificate, any amounts due as set forth in Section 3.06(II)(a)(2)
          above to the extent unpaid from Interest Funds;

          (2) to the Class A Notes and to the Certificate Payment Agent on
          behalf of the Class R Certificate, any amounts due as described in the
          same order of priority as set forth in Section 3.06(II)(a)(5) above,
          to the extent unpaid from Interest Funds;

          (3) to the Subordinate Notes, any amounts due as described in the same
          order of priority as set forth in paragraphs (6) through (14) of
          Section 3.06(II)(a) above, to the extent unpaid from Interest Funds;

          (4) to the Class G Certificates, any outstanding Additional Balance
          Advance Amount;

          (5) the Extra Principal Payment Amount;

          (6) to the Class M-1 Notes, any Unpaid Realized Loss Amount for such
          class;

          (7) to the Class M-2 Notes, any Unpaid Realized Loss Amount for such
          class;

          (8) to the Class M-3 Notes, any Unpaid Realized Loss Amount for such
          class;

          (9) to the Class M-4 Notes, any Unpaid Realized Loss Amount for such
          class;

          (10) to the Class M-5 Notes, any Unpaid Realized Loss Amount for such
          class;

          (11) to the Class M-6 Notes, any Unpaid Realized Loss Amount for such
          class;

          (12) to the Class B-1 Notes, any Unpaid Realized Loss Amount for such
          class;

          (13) to the Class B-2 Notes, any Unpaid Realized Loss Amount for such
          class;

          (14) to the Class B-3 Notes, any Unpaid Realized Loss Amount for such
          class;

          (15) to each Class of the Notes and to the Certificate Paying Agent on
          behalf of the Class R Certificates, on a pro rata basis, the Floating
          Rate Note Carryover in proportion to such amounts;

          (16) to the Supplemental Interest Trust, any Defaulted Swap
          Termination Payment;

          (17) to the Certificate Paying Agent on behalf of the Class C
          Certificates in the following order of priority, (A) the Class C
          Current Interest, (B) the Class C Interest Carry Forward Amount, (C)
          as principal on the Class C Certificate until the Class Principal
          Balance of the Class C Certificates has been reduced to zero and (D)
          the Unpaid Realized Loss Amount for the Class C Certificates; and


                                       20

<PAGE>

          (18) to the Certificate Paying Agent on behalf of the Class R
          Certificate, the remaining amount.

     (d) On or prior to each Payment Date (or in the case of any Net Swap
Payments owed to the Swap Counterparty, two business days (as defined in the
Swap Agreement) prior to such Payment Date), funds in the Supplemental Interest
Trust will be distributed by the Securities Administrator in the following order
of priority:

          (1) to the Swap Counterparty, all Net Swap Payments, if any, owed to
          the Swap Counterparty for such Payment Date;

          (2) to the Swap Counterparty, any Swap Termination Payment, other than
          a Defaulted Swap Termination Payment, if any, owed to the Swap
          Counterparty;

          (3) to the Class A Notes and to the Certificate Paying Agent on behalf
          of the Class R Certificate, on a pro rata basis, any Current Interest
          and any Interest Carry Forward Amount with respect to each such class
          in proportion to such amounts to the extent unpaid from Interest Funds
          and Principal Funds;

          (4) sequentially, to each class of the Class M-1, Class M-2, Class
          M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class
          B-3 Notes, in that order, any Current Interest for such class to the
          extent unpaid from Interest Funds and Principal Funds;

          (5) sequentially, to each class of the Class M-1, Class M-2, Class
          M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class
          B-3 Notes, in that order, any Interest Carry Forward with respect to
          such class to the extent unpaid from Interest Funds and Principal
          Funds;

          (6) to the Notes and to the Certificate Paying Agent on behalf of the
          Class R Certificate, to pay principal as described and in the same
          manner and order of priority as set forth in clauses (3) through (12)
          of Section 3.06(II)(b) above in order to maintain amounts in respect
          of the Overcollateralization Amount, and after giving effect to
          distributions of the Principal Payment Amount for each such Class;

          (7) sequentially, to each class of the Class M-1, Class M-2, Class
          M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class
          B-3 Notes, in that order, any Unpaid Realized Loss Amount for such
          class to the extent unpaid from Interest Funds and Principal Funds;

          (8) to the Notes and to the Certificate Paying Agent on behalf of the
          Class R Certificate, on a pro rata basis, any Floating Rate Carryover
          to the extent not paid from Interest Funds or Principal Funds based on
          the amount of such unpaid Floating Rate Carryover;

          (9) to the Swap Counterparty, any Defaulted Swap Termination Payment
          owed to the Swap Counterparty to the extent not already paid; and


                                       21

<PAGE>

          (10) to the Certificate Paying Agent on behalf of the holders of the
          Class C Certificates, any remaining amounts.

     Notwithstanding the foregoing, however, the sum of all cumulative amounts
distributed pursuant to clauses (6) and (7) above will not exceed cumulative
Realized Losses incurred.

     (e) No Current Interest will be payable with respect to any Class of Notes
after the Payment Date on which the Class Principal Balance of such Note has
been reduced to zero.

     (f) Each distribution with respect to a Book-Entry Note shall be paid to
the Depository, as Holder thereof, and the Depository shall be responsible for
crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the Note
Owners that it represents and to each indirect participating brokerage firm (a
"brokerage firm" or "indirect participating firm") for which it acts as agent.
Each brokerage firm shall be responsible for disbursing funds to the Note Owners
that it represents. None of the Securities Administrator, the Note Registrar,
the Paying Agent, the Depositor or the Master Servicer shall have any
responsibility therefor.

     (g) On each Payment Date, the Certificate Paying Agent shall deposit in the
Certificate Distribution Account all amounts it receives pursuant to this
Section 3.06 for the purpose of reimbursing the Owner Trustee with respect to
certain amounts and distributing such funds to the Certificateholders. The
Certificate Paying Agent shall make distributions to the Certificateholders
under the Trust Agreement as directed by the Securities Administrator hereunder.

     (h) The amounts paid to Noteholders shall be paid to the Notes in
accordance with the applicable percentage as set forth in paragraph (i) below.
Any installment of interest or principal, if any, payable on any Note that is
punctually paid or duly provided for by the Issuing Entity on the applicable
Payment Date shall be paid to each Noteholder of record on the preceding Record
Date, by wire transfer to an account specified in writing by such Noteholder
reasonably satisfactory to the Securities Administrator as of the preceding
Record Date or in all other cases or if no such instructions have been delivered
to the Securities Administrator, by check to such Noteholder mailed to such
Noteholder's address as it appears in the Note Register the amount required to
be distributed to such Noteholder on such Payment Date pursuant to such
Noteholder's Notes; provided, however, that the Securities Administrator shall
not pay to such Noteholders any amount required to be withheld from a payment to
such Noteholder by the Code.

     (i) The principal of each Note shall be due and payable in full on the
Final Scheduled Payment Date for such Note as provided in the related form of
Note set forth in Exhibits A-1, A-2 and A-3. All principal payments on the Notes
shall be made to the Noteholders entitled thereto in accordance with the
Percentage Interests represented by such Notes. The Securities Administrator
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date relating to the Payment Date immediately preceding
the Final Scheduled Payment Date or other final Payment Date. Such notice shall
be mailed or transmitted by facsimile no later than five Business Days prior to
such Final Scheduled Payment Date or other


                                       22

<PAGE>

final Payment Date and shall specify that payment of the principal amount and
any interest due with respect to such Note at the Final Scheduled Payment Date
or other final Payment Date will be payable only upon presentation and surrender
of such Note and shall specify the place where such Note may be presented and
surrendered for such final payment.

     (j) On the Closing Date, the Securities Administrator shall be directed to
execute the Corridor Contract on behalf of the Issuing Entity in the form
presented to it by the Depositor and shall have no responsibility for the
contents of such Corridor Contract, including, without limitation, the
representations and warranties contained therein. Any funds payable by the
Securities Administrator under the Corridor Contract at closing shall be paid by
the Depositor. Notwithstanding anything to the contrary contained herein or in
the Corridor Contract, except as set forth in Section 2 of such Corridor
Contract, the Trust shall not be required to make any payments to the
counterparty under the Corridor Contract. Any payments received under the terms
of the Corridor Contract will be available to pay the holders of the Notes up to
the amount of any Floating Rate Note Carryovers remaining after all other
distributions required under this Section 3.06 are made on such Distribution
Date, other than Floating Rate Note Carryovers attributable to the fact that
Applied Realized Loss Amounts are not allocated to the Class A Notes. Any
amounts (excluding collateral posted pursuant to a credit support annex)
received under the terms of the Corridor Contract on a Distribution Date that
are not used to pay such Floating Rate Note Carryovers will be distributed to
the holders of the Class C Certificates. Payments in respect of such Floating
Rate Note Carryovers from proceeds of the Corridor Contract shall be paid to the
Notes, pro rata based upon such Floating Rate Note Carryovers for each such
Note.

     The Securities Administrator shall establish and maintain, for the benefit
of the Issuing Entity and the Securityholders, the Corridor Contract Account. On
or prior to the Corridor Contract Termination Date, amounts, if any, received by
the Securities Administrator for the benefit of the Issuing Entity in respect of
the Corridor Contract shall be deposited by the Securities Administrator into
the Corridor Contract Account and will be used to pay Floating Rate Note
Carryovers on the Notes to the extent provided in the immediately preceding
paragraph. With respect to any Distribution Date on or prior to the Corridor
Contract Termination Date, the amount, if any, payable by the Corridor Contract
Counterparty under the Corridor Contract will equal the product of (i) the
excess of (x) One-Month LIBOR (as determined by the Corridor Contract
Counterparty and subject to a cap equal to the rate with respect to such
Distribution Date as shown under the heading "1ML Upper Collar" in the schedule
to the Corridor Contract), over (y) the rate with respect to such Distribution
Date as shown under the heading "1ML Strike Lower Collar" in the schedule to the
Corridor Contract, (ii) an amount equal to the lesser of (x) the Corridor
Contract Notional Balance for such Distribution Date and (y) the outstanding
Class Principal Balance of the related Classes of Notes and (iii) the number of
days in such Accrual Period, divided by 360. If a payment is made to the Issuing
Entity under the Corridor Contract and the Securities Administrator is required
to distribute excess amounts to the holders of the Class C Certificates as
described above, information regarding such distribution will be included in the
monthly statement made available on the Securities Administrator's website
pursuant to Section 3.26 hereof.


                                       23

<PAGE>

     Amounts on deposit in the Corridor Contract Account will remain uninvested
pending distribution to Securityholders.

     The Corridor Contract is scheduled to remain in effect until the Corridor
Contract Termination Date and will be subject to early termination only in
limited circumstances. Such circumstances include certain insolvency or
bankruptcy events in relation to the Corridor Contract Counterparty to make a
payment due under the Corridor Contract, the termination of the Trust Fund and
the Corridor Contract becoming illegal or subject to certain kinds of taxation
and certain other Events of Default and Termination Events (as further detailed
in the Corridor Contract).

     On the Closing Date, the Corridor Contract Counterparty and the Securities
Administrator (which is hereby authorized and directed to enter into such credit
support annex) will enter into a credit support annex in relation to the
Corridor Contract, which annex is intended to protect the Issuing Entity from
certain ratings downgrades that might hinder the ability of the Corridor
Contract Counterparty to continue its obligations under the Corridor Contract.

     Pursuant to and in accordance with the terms and provisions of the Corridor
Contract, the Corridor Contract Counterparty may be required to post additional
collateral in connection with its obligations under the Corridor Contract. In
connection with the foregoing, the Securities Administrator shall establish a
corridor posted collateral account on the Closing Date.

     To the extent that the Corridor Contract Counterparty remits any posted
collateral to the Securities Administrator under the Corridor Contract, the
Securities Administrator shall, upon receipt of the Posted Collateral, deposit
the Posted Collateral into the corridor posted collateral account and shall
hold, release and disburse such collateral in accordance with the terms and
provisions of the Corridor Contract. Where a termination event occurs with
respect to the Corridor Contract Counterparty under the Corridor Contract, or
where the Corridor Contract Counterparty fulfills certain obligations to the
Issuing Entity such as finding a replacement corridor contract counterparty or a
guarantor that meets the criteria described in the Corridor Contract, the
Securities Administrator shall make payments from the corridor posted collateral
account in accordance with the provisions of the Corridor Contract. Amounts held
in the corridor posted collateral account will not be part of the Trust Fund and
will not be available for distribution to any Securityholders, except to the
extent distributed to the Corridor Contract Account pursuant to the Corridor
Contract. Any funds held in the corridor posted collateral account shall be
invested by the Securities Administrator in Permitted Investments in accordance
with the instructions of the Corridor Contract Counterparty. Absent receipt by
the Securities Administrator of written instructions from the Corridor Contract
Counterparty, such funds shall remain uninvested. Any earnings shall be remitted
to the Corridor Contract Counterparty in accordance with the Corridor Contract.

     Section 3.07. Protection of Trust Estate.

     (a) The Issuing Entity will from time to time authorize, execute and
deliver all such supplements and amendments hereto and all such financing
statements, continuation statements,


                                       24

<PAGE>

 instruments of further assurance and other instruments, and will take such
other action necessary or advisable to:

          (i) maintain or preserve the lien and security interest (and the
     priority thereof) of this Indenture or carry out more effectively the
     purposes hereof;

          (ii) perfect, publish notice of or protect the validity of any Grant
     made or to be made by this Indenture; or

          (iii) cause the Trust Estate to enforce any of the Mortgage Loans;

          (iv) preserve and defend title to the Trust Estate and the rights of
     the Indenture Trustee and the Noteholders in such Trust Estate against the
     claims of all persons and parties.

     (b) Except as otherwise provided in this Indenture, neither the Indenture
Trustee nor the Securities Administrator shall remove any portion of the Trust
Estate that consists of money, an instrument, tangible chattel paper, a
negotiable document, a certificated security, or goods, or is evidenced by an
instrument, certificate or other writing from the jurisdiction in which it was
held at the date of the most recent Opinion of Counsel delivered pursuant to
Section 3.08 unless the Securities Administrator and the Indenture Trustee shall
have first received an Opinion of Counsel to the effect that the lien and
security interest created by this Indenture with respect to such property will
continue to be maintained after giving effect to such action or actions.

     The Issuing Entity hereby designates the Securities Administrator its agent
and attorney-in-fact to execute any instrument required to be executed pursuant
to this Section 3.07.

     Section 3.08. Reserved.

     Section 3.09. Performance of Obligations.

     (a) The Issuing Entity will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Operative Documents
and in the instruments and agreements included in the Trust Estate.

     (b) The Issuing Entity may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee in an Officer's Certificate of
the Issuing Entity shall be deemed to be action taken by the Issuing Entity.

     (c) The Issuing Entity will not take any action or permit any action to be
taken by others that would release any Person from any of such Person's
covenants or obligations under any of the documents relating to the Mortgage
Loans or under any instrument included in the Trust Estate, or that would result
in the amendment, hypothecation, subordination, termination or discharge of, or
impair the validity or effectiveness of, any of the documents relating to the
Mortgage Loans or any such instrument, except such actions as the Master
Servicer is expressly permitted to take in the Servicing Agreement.


                                       25

<PAGE>

     (d) The Issuing Entity may retain an administrator and may enter into
contracts with other Persons for the performance of the Issuing Entity's
obligations hereunder, and performance of such obligations by such Persons shall
be deemed to be performance of such obligations by the Issuing Entity.

     (e) The Issuing Entity will perform and observe all of its obligations and
agreements contained in this Indenture, the Operative Documents and in the
instruments and agreements included in the Trust Estate and take such other
actions, all as may be required to have the Trust Estate qualify as one or more
REMICs formed pursuant to the Indenture.

     Section 3.10. Negative Covenants. So long as any Notes are Outstanding, the
Issuing Entity shall not:

          (i) except as expressly permitted by this Indenture, sell, transfer,
exchange or otherwise dispose of the Trust Estate, unless directed to do so in
writing by the Securities Administrator;

          (ii) claim any credit on, or make any deduction from the principal or
interest payable in respect of, the Notes (other than amounts properly withheld
from such payments under the Code) or assert any claim against any present or
former Noteholder by reason of the payment of the taxes levied or assessed upon
any part of the Trust Estate;

          (iii) (A) permit the validity or effectiveness of this Indenture to be
impaired, or permit the lien of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released from
any covenants or obligations with respect to the Notes under this Indenture
except as may be expressly permitted hereby, (B) permit any lien, charge,
excise, claim, security interest, mortgage or other encumbrance (other than the
lien of this Indenture) to be created on or extend to or otherwise arise upon or
burden the Trust Estate or any part thereof or any interest therein or the
proceeds thereof or (C) permit the lien of this Indenture not to constitute a
valid first priority security interest in the Trust Estate;

          (iv) waive or impair, or fail to assert rights under, the Mortgage
Loans, or impair or cause to be impaired the Issuing Entity's interest in the
Mortgage Loans, the Mortgage Loan Purchase Agreement or in any Operative
Document, if any such action would materially and adversely affect the interests
of the Noteholders or the Certificateholders; or

          (v) take any action or fail to take any action that would cause any
REMIC created hereunder to cease to qualify as a REMIC or result in an
imposition of tax on the Issuing Entity (including, but not limited to, the tax
on prohibited transactions under Section 860F of the Code).

     Section 3.11. Annual Statement as to Compliance. The Issuing Entity will
deliver to the Indenture Trustee and the Securities Administrator, by March 1 of
each year commencing with the calendar year 2008, an Officer's Certificate
stating, as to the Authorized Officer signing such Officer's Certificate, that:


                                       26

<PAGE>

          (i) a review of the activities of the Issuing Entity during the
previous calendar year and of its performance under this Indenture and the Trust
Agreement has been made under such Authorized Officer's supervision; and

          (ii) to the best of such Authorized Officer's knowledge, based on such
review, the Issuing Entity has complied with all conditions and covenants under
this Indenture and the provisions of the Trust Agreement throughout such year,
or, if there has been a default in its compliance with any such condition or
covenant, specifying each such default known to such Authorized Officer and the
nature and status thereof.

     Section 3.12. Representations and Warranties Concerning the Mortgage Loans.
The Indenture Trustee, as the holder of a security interest in the Mortgage
Loans, has the benefit of the representations and warranties made by the Sponsor
in the Mortgage Loan Purchase Agreement concerning the Mortgage Loans and the
right to enforce the remedies against the Sponsor provided in the Mortgage Loan
Purchase Agreement to the same extent as though such representations and
warranties were made directly to the Indenture Trustee.

     Section 3.13. Assignee of Record of the Mortgage Loans. The Issuing Entity
hereby directs and authorizes the Indenture Trustee to hold record title to the
Mortgage Loans by being named as payee in the endorsements of the Mortgage Notes
and assignee in any Assignments of Mortgage required to be recorded under the
terms of the Mortgage Loan Purchase Agreement. Except as expressly provided in
the Mortgage Loan Purchase Agreement or in the applicable Servicing Agreement
with respect to any specific Mortgage Loan, the Indenture Trustee shall not
execute any endorsement or assignment or otherwise release or transfer such
record title to any of the Mortgage Loans until such time as the remaining Trust
may be released pursuant to Section 8.05(b). The Indenture Trustee's holding of
such record title shall in all respects be subject to its fiduciary obligations
to the Noteholders hereunder.

     Section 3.14. Investment Company. The Issuing Entity shall not become an
"investment company" or under the "control" of an "investment company" as such
terms are defined in the Investment Company Act of 1940, as amended (or any
successor or amendatory statute), and the rules and regulations thereunder
(taking into account not only the general definition of the term "investment
company" but also any available exceptions to such general definition);
provided, however, that the Issuing Entity shall be in compliance with this
Section 3.14 if it shall have obtained an order exempting it from regulation as
an "investment company" so long as it is in compliance with the conditions
imposed in such order.

     Section 3.15. Servicer as Agent and Bailee of the Indenture Trustee. Solely
for purposes of perfection under Article 9 of the UCC or other similar
applicable law, rule or regulation, the Issuing Entity, the Indenture Trustee
and the Securities Administrator hereby acknowledge that each Servicer is acting
as agent and bailee of the Indenture Trustee in holding amounts (a) on deposit
in the Collection Accounts pursuant to the respective Servicing Agreement that
are allocable to the Mortgage Loans, as well as its agent and bailee in holding
any Related Documents released to such Servicer pursuant to the respective
Servicing Agreement, and any other items constituting a part of the Trust Estate
which from time to time come into the possession of such Servicer. It is
intended that, by each Servicer's acceptance of such agency pursuant to the
related Servicing Agreement, the Indenture Trustee will have a perfected
security


                                       27

<PAGE>

interest in such Related Documents, such monies and such other items for
purposes of Article 9 of the UCC.

     Section 3.16. Issuing Entity May Consolidate, etc.

     (a) The Issuing Entity shall not consolidate or merge with or into any
other Person, unless:

          (i) the Person (if other than the Issuing Entity) formed by or
surviving such consolidation or merger shall be a Person organized and existing
under the laws of the United States of America or any state or the District of
Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Indenture Trustee and the Securities Administrator
in form reasonably satisfactory to the Indenture Trustee and the Securities
Administrator, the due and punctual payment of the principal of and interest on
all Notes and all other amounts payable to the Indenture Trustee and the
Securities Administrator, the payment to the Certificate Paying Agent, of all
amounts due to the Certificateholders and the performance or observance of every
agreement and covenant of this Indenture on the part of the Issuing Entity to be
performed or observed, all as provided herein;

          (ii) immediately after giving effect to such transaction, no Event of
Default shall have occurred and be continuing;

          (iii) the Rating Agencies shall have notified the Issuing Entity that
such transaction shall not cause the rating of any of the Notes to be reduced,
suspended or withdrawn or to be considered by either Rating Agency to be below
investment grade;

          (iv) the Issuing Entity shall have received an Opinion of Counsel (and
shall have delivered copies thereof to the Indenture Trustee and the Securities
Administrator) to the effect that such transaction will not have any material
adverse tax consequence to the Issuing Entity, any Noteholder or any
Certificateholder;

          (v) any action that is necessary to maintain the lien and security
interest created by this Indenture, and the perfection and priority thereof,
shall have been taken; and

          (vi) the Issuing Entity shall have delivered to the Indenture Trustee
and the Securities Administrator an Officer's Certificate and an Opinion of
Counsel each stating that such consolidation or merger and such supplemental
indenture comply with this Section 3.16 and that all conditions precedent herein
provided for relating to such transaction have been complied with (including any
filing required by the Exchange Act).

     (b) The Issuing Entity shall not convey or transfer its properties or
assets, including those included in the Trust Estate as an entirety or
substantially as an entirety, to any Person, unless:

          (i) the Person that acquires by conveyance or transfer the properties
and assets of the Issuing Entity the conveyance or transfer of which is hereby
restricted shall (A) be a United States citizen or a Person organized and
existing under the laws of the United States of America or any state, (B)
expressly assumes, by an indenture supplemental hereto, executed and


                                       28

<PAGE>

delivered to the Indenture Trustee and the Securities Administrator, in form
satisfactory to the Indenture Trustee and the Securities Administrator, the due
and punctual payment of the principal of and interest on all Notes and the
performance or observance of every agreement and covenant of this Indenture on
the part of the Issuing Entity to be performed or observed, all as provided
herein, (C) expressly agrees by means of such supplemental indenture that all
right, title and interest so conveyed or transferred shall be subject and
subordinate to the rights of Noteholders, (D) unless otherwise provided in such
supplemental indenture, expressly agrees to indemnify, defend and hold harmless
the Issuing Entity, the Indenture Trustee and the Securities Administrator
against and from any loss, liability or expense arising under or related to this
Indenture and the Notes and (E) expressly agrees by means of such supplemental
indenture that such Person (or if a group of Persons, then one specified Person)
shall make all filings with the Commission (and any other appropriate Person)
required by the Exchange Act in connection with the Notes;

          (ii) immediately after giving effect to such transaction, no Default
or Event of Default shall have occurred and be continuing;

          (iii) the Rating Agencies shall have notified the Issuing Entity (with
a copy to the Securities Administrator and the Indenture Trustee) that such
transaction shall not cause the rating of the Notes or the Certificates to be
reduced, suspended or withdrawn;

          (iv) the Issuing Entity shall have received an Opinion of Counsel (and
shall have delivered copies thereof to the Indenture Trustee and the Securities
Administrator) to the effect that such transaction will not have any material
adverse tax consequence to the Issuing Entity or any Noteholder;

          (v) any action that is necessary to maintain the lien and security
interest created by this Indenture, and the perfection and priority thereof,
shall have been taken; and

          (vi) the Issuing Entity shall have delivered to the Indenture Trustee
and the Securities Administrator an Officer's Certificate and an Opinion of
Counsel each stating that such conveyance or transfer and such supplemental
indenture comply with this Article III and that all conditions precedent herein
provided for relating to such transaction have been complied with (including any
filing required by the Exchange Act).

     Section 3.17. Successor or Transferee.

          (a) Upon any consolidation or merger of the Issuing Entity in
     accordance with Section 3.16(a), the Person formed by or surviving such
     consolidation or merger (if other than the Issuing Entity) shall succeed
     to, and be substituted for, and may exercise every right and power of, the
     Issuing Entity under this Indenture with the same effect as if such Person
     had been named as the Issuing Entity herein.

          (b) Upon a conveyance or transfer of all the assets and properties of
     the Issuing Entity pursuant to Section 3.16(b), the Issuing Entity will be
     released from every covenant and agreement of this Indenture to be observed
     or performed on the part of the Issuing Entity with respect to the Notes
     immediately upon the delivery of written notice to the Indenture Trustee
     and the Securities Administrator of such conveyance or transfer.


                                       29

<PAGE>

     Section 3.18. No Other Business. The Issuing Entity shall not engage in any
business other than as set forth with respect thereto in the Trust Agreement and
other than financing, purchasing, owning and selling and managing the Mortgage
Loans and the issuance of the Notes and Certificates in the manner contemplated
by this Indenture and the Operative Documents and all activities incidental
thereto.

     Section 3.19. No Borrowing. The Issuing Entity shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes.

     Section 3.20. Guarantees, Loans, Advances and Other Liabilities. Except as
contemplated by this Indenture or the Operative Documents, the Issuing Entity
shall not make any loan or advance or credit to, or guarantee (directly or
indirectly or by an instrument having the effect of assuring another's payment
or performance on any obligation or capability of so doing or otherwise),
endorse or otherwise become contingently liable, directly or indirectly, in
connection with the obligations, stocks or dividends of, or own, purchase,
repurchase or acquire (or agree contingently to do so) any stock, obligations,
assets or securities of, or any other interest in, or make any capital
contribution to, any other Person.

     Section 3.21. Capital Expenditures. The Issuing Entity shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

     Section 3.22. Owner Trustee Not Liable for Certificates or Related
Documents. The recitals contained herein shall not be taken as the statements of
the Owner Trustee, and the Owner Trustee assumes no responsibility for the
correctness thereof. The Owner Trustee makes no representations as to the
validity or sufficiency of this Indenture, of any Operative Document or of the
Certificate (other than the signatures of the Owner Trustee on the Certificate)
or the Notes, or of any Related Documents. The Owner Trustee shall at no time
have any responsibility or liability with respect to the sufficiency of the
Owner Trust Estate or its ability to generate the payments to be distributed to
the Certificateholder under the Trust Agreement or the Noteholders under this
Indenture, including, the compliance by the Depositor or the Seller with any
warranty or representation made under any Operative Document or in any related
document or the accuracy of any such warranty or representation, or any action
of the Certificate Paying Agent, the Certificate Registrar, the Securities
Administrator or the Indenture Trustee taken in the name of the Owner Trustee
other than any such action taken at the direction of the Owner Trustee.

     Section 3.23. Restricted Payments. The Issuing Entity shall not, directly
or indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuing Entity or otherwise with respect to any ownership or equity interest or
security in or of the Issuing Entity, (ii) redeem, purchase, retire or otherwise
acquire for value any such ownership or equity interest or security or (iii) set
aside or otherwise segregate any amounts for any such purpose; provided,
however, that the Issuing Entity may make, or cause to be made, (x)
distributions and payments to the Owner Trustee, the Indenture Trustee, the
Securities Administrator, the Master Servicer, the Servicers, the Certificate
Registrar, the Certificate Paying Agent, the Noteholders and the
Certificateholders as contemplated by, and to the extent funds are available for
such purpose under this Indenture and the Operative Documents and (y) payments
to the Master Servicer and the Servicers pursuant to


                                       30

<PAGE>

the terms of the Servicing Agreements. The Issuing Entity will not, directly or
indirectly, make payments to or distributions from the Collection Accounts, the
Master Servicer Collection Account or the Payment Account except in accordance
with this Indenture and the Operative Documents.

     Section 3.24. Notice of Events of Default. The Issuing Entity shall give
the Indenture Trustee, the Securities Administrator, the NIMs Insurer and the
Rating Agencies prompt written notice of each Event of Default hereunder and
under the Trust Agreement.

     Section 3.25. Further Instruments and Acts. Upon request of the Indenture
Trustee or the Securities Administrator, the Issuing Entity will authorize,
execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this
Indenture.

     Section 3.26. Statements to Noteholders. On each Payment Date, the
Securities Administrator will prepare and make available on its website located
at www.etrustee.net to each Securityholder, the Servicers, the Depositor, the
NIMs Insurer, the Master Servicer, the Swap Counterparty and certain other
interested parties a statement, based on information required to be delivered by
the Master Servicer and the Swap Counterparty pursuant to the Servicing
Agreements and the Swap Agreement and the Corridor Contract and certain
calculations by the Securities Administrator, generally setting forth among
other information:

     (1)  the amount of the related payment to holders of each class of
          securities allocable to principal, separately identifying (A) the
          aggregate amount of any principal prepayments included therein, (B)
          the aggregate amount of all scheduled payments of principal included
          therein and (C) any Extra Principal Payment Amount;

     (2)  the amount of such payment to holders of each class of securities
          allocable to interest;

     (3)  the Interest Carry Forward Amount for each class of securities;

     (4)  the Class Principal Balance of each class of securities after giving
          effect to the payment of principal on such Payment Date;

     (5)  the aggregate outstanding principal balance of each class of
          securities for the following Payment Date;

     (6)  the amount of the Servicing Fee paid to or retained by the Servicers,
          the amount of the Master Servicing Fee paid to or retained by the
          Master Servicer and any amounts constituting reimbursement or
          indemnification of the Servicers or the Securities Administrator;

     (7)  the Pass-Through Rate for each class of certificates for such Payment
          Date;

     (8)  the Note Interest Rate for each class of notes for such Payment Date;

     (9)  the amount of Advances included in the payment on such Payment Date;


                                       31

<PAGE>

     (10) the cumulative amount of (A) Realized Losses and (B) Applied Realized
          Loss Amounts to date;

     (11) the amount of (A) Realized Losses with respect to such Payment Date
          and the aggregate amount of Realized Losses during the related Due
          Period and (B) the amount of Applied Realized Loss Amounts with
          respect to such Payment Date and the aggregate amount of Realized
          Losses since the Cut-off Date;

     (12) the number and aggregate principal amounts of Mortgage Loans (A)
          delinquent (exclusive of Mortgage Loans in foreclosure) (1) 31 to 60
          days, (2) 61 to 90 days and (3) 91 or more days, and (B) in
          foreclosure and delinquent (1) 31 to 60 days, (2) 61 to 90 days and
          (3) 91 or more days, in each case as of the close of business on the
          last day of the calendar month preceding such Payment Date, in
          accordance with the OTS methodology for measuring delinquencies;

     (13) with respect to any Mortgage Loan that became an REO Property during
          the preceding calendar month, the loan number and Stated Principal
          Balance of such Mortgage Loan as of the close of business on the last
          day of the preceding calendar month;

     (14) whether a Stepdown Trigger Event has occurred and is in effect;

     (15) whether an Amortization Event has occurred and is in effect;

     (16) the total number and principal balance of any REO Properties as of the
          close of business on the last day of the preceding calendar month, in
          the aggregate;

     (17) any Floating Rate Carryover paid and all Floating Rate Carryover
          remaining on each class of the Notes on such Payment Date;

     (18) the number and amount of prepayment charges received during the
          related Prepayment Period if made in connection with Principal
          Prepayments in full and for the preceding calendar month if made in
          connection with partial Principal Prepayments in the aggregate;

     (19) the amount of draws on the HELOCs;

     (20) as of each Payment Date, the amount, if any, received by the Issuing
          Entity pursuant to the Corridor Contract and the amount thereof, if
          any, to be paid to each class of Notes;

     (21) the amount of principal collections applied to draws on the HELOCs;

     (22) as of each Payment Date, the amount of any Net Swap Payments or Swap
          Termination Payments paid or received by the Supplemental Interest
          Trust pursuant to the Swap Agreement and the amount of any Defaulted
          Swap Termination Payments paid by the Supplemental Interest Trust;

     (23) the number of Mortgage Loans with respect to which (i) a reduction in
          the Mortgage Rate has occurred or (ii) the related borrower's
          obligation to repay


                                       32

<PAGE>

          interest on a monthly basis has been suspended or reduced pursuant to
          the Servicemembers Civil Relief Act or similar state laws; and the
          amount of interest not required to be paid with respect to any such
          Mortgage Loans during the related Due Period as a result of such
          reductions;

     (24) the amounts paid as interest in respect of the portion of each class
          of securities that represents a regular or residual interest in a
          REMIC and the amount of payments on each class of securities not
          treated as payments on a regular or residual interest in a REMIC;

     (25) the aggregate amount of all Advances recovered for the applicable
          Payment Date:

     (26) the allocation to each class of securities of any Realized Losses
          during the preceding calendar month;

     (27) with respect to each class of securities, the amount of any
          Compensating Interest shortfalls on such Payment Date; and

     (28) information regarding any pool asset changes (other than in connection
          with a pool asset converting into cash in accordance with its terms),
          such as additions or removals in connection with pool asset
          substitutions and repurchases (and purchase rates, if applicable).

     The Securities Administrator shall be entitled to rely conclusively on the
accuracy and completeness of the information or data provided to it by the
Master Servicer (and to the Master Servicer by the Servicers), the Swap
Counterparty or any other party and shall have no liability for any errors in
such information.

     The Securities Administrator will also make available on its website any
reports on Form 10-D, 10-K and 8-K that have been prepared and filed by the
Securities Administrator with respect to the Issuing Entity promptly after such
material is electronically filed with, or furnished to, the Commission.
Assistance in using the Securities Administrator's website can be obtained by
calling the Securities Administrator's transaction administrator at (312)
992-1816. Parties that are unable to use the above payment options are entitled
to have a paper copy mailed to them via first class mail by calling the customer
service desk and indicating such. The Securities Administrator shall have the
right to change the way statements are paid in order to make such payment more
convenient and/or more accessible to the above parties and the Securities
Administrator shall provide timely and adequate notification to all above
parties regarding any such changes.

     In addition, within a reasonable period of time after the end of each
calendar year, the Securities Administrator will prepare and deliver to each
holder of record during the previous calendar year a statement containing
information necessary to enable Securityholders to prepare their tax returns.
Such statements will not have been examined and reported upon by an independent
public accountant.

     Section 3.27. Allocation of Realized Losses.


                                       33

<PAGE>

     (a) On or prior to each Payment Date, the Securities Administrator shall
determine, based solely on information provided to it by the Master Servicer the
amount of any Realized Loss in respect of each Mortgage Loan that occurred
during the immediately preceding calendar month.

     (b) Realized Losses will be applied on any Payment Date as follows:

          (I) in reduction of the outstanding balance of Excluded Amounts; a pro
rata portion of such Realized Losses based upon the unreimbursed Excluded
Amounts and the Stated Principal Balance of the HELOCs in proportion to the
respective amounts outstanding as of the end of the calendar month preceding the
related Due Period; and

          (II) the remainder of such Realized Losses not applied pursuant to
Clause (I) above as follows:

     first, to the Class C Certificates, until the Class Principal Balance
thereof has been reduced to zero;

     second, to the Class B-3 Notes, until the Class Principal Balance thereof
has been reduced to zero;

     third, to the Class B-2 Notes, until the Class Principal Balance thereof
has been reduced to zero;

     fourth, to the Class B-1 Notes, until the Class Principal Balance thereof
has been reduced to zero;

     fifth, to the Class M-6 Notes, until the Class Principal Balance thereof
has been reduced to zero;

     sixth, to the Class M-5 Notes, until the Class Principal Balance thereof
has been reduced to zero;

     seventh, to the Class M-4 Notes, until the Class Principal Balance thereof
has been reduced to zero;

     eighth, to the Class M-3 Notes, until the Class Principal Balance thereof
has been reduced to zero;

     ninth, to the Class M-2 Notes, until the Class Principal Balance thereof
has been reduced to zero; and

     tenth, to the Class M-1 Notes, until the Class Principal Balance thereof
has been reduced to zero.

     The Class Principal Balance of the Class A Notes and the Class G and Class
R Certificates will not be so reduced and will continue to receive Current
Interest thereon in accordance with Section 3.06(II)(a). After the aggregate
Class Principal Balance of the Class M


                                       34

<PAGE>

Notes and Class B Notes has been reduced to zero, any payments of principal to
the Class A Notes shall continue to made in accordance with the payment
priorities set forth in Section 3.06 hereof.

     Section 3.28. Determination of the LIBOR Rate.

     On each Interest Determination Date, the Securities Administrator will
determine One-Month LIBOR for the related Accrual Period on the basis of (a) the
offered rates for one-month United States dollar deposits from Reuters, as of
11:00 a.m. (London time) on such Interest Determination Date (or if such service
is no longer offered, such other service for displaying LIBOR or comparable
rates as may be reasonably selected by the Trustee in consultation with the
Depositor) or (b) if such rate does not appear on Reuters as of 11:00 a.m.
(London time), the offered rates of the Reference Banks for one-month United
States dollar deposits, as such rates appear on the Reuters Screen LIBO Page, as
of 11:00 a.m. (London time) on such Interest Determination Date. If One-Month
LIBOR is determined pursuant to 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:

     (1)  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%).

     (2)  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.

     The establishment of One-Month LIBOR on each Interest Determination Date by
the Securities Administrator and the Securities Administrator's calculation of
the rate of interest applicable to the LIBOR Securities, for the related Accrual
Period for the LIBOR Securities shall (in the absence of manifest error) be
final and binding.

     For purposes of the Swap Agreement, One-Month LIBOR will be determined as
provided in the Swap Agreement.

     Section 3.29. No Recourse. Upon the occurrence of an Event of Default under
the Notes, this Indenture or the other Operative Documents, Noteholders and the
NIMs Insurer shall have recourse only to the Collateral and all proceeds
thereof, as and to the extent provided herein, and no recourse shall be had by
such Noteholders or the NIMs Insurer against the Issuing Entity or its other
assets or properties.

     Section 3.30. Certain Representations Regarding the Trust Estate.

     The Issuing Entity hereby represents and warrants to the Indenture Trustee
and Securities Administrator that as of the Closing Date:


                                       35

<PAGE>

     (a) This Indenture creates a valid and continuing security interest (as
defined in the applicable UCC) in the Mortgage Notes in favor of the Indenture
Trustee, which security interest is prior to all other Liens (except as
expressly permitted otherwise in this Indenture), and is enforceable as such as
against creditors of and purchasers from the Issuing Entity.

     (b) The Mortgage Notes constitute "instruments" within the meaning of the
applicable UCC.

     (c) The Issuing Entity owns and has good and marketable title to the
Mortgage Notes free and clear of any Lien of any Person.

     (d) The original executed copy of each Mortgage Note (except for any
Mortgage Note with respect to which a Lost Note Affidavit has been delivered to
the Custodian) has been delivered to the Custodian.

     (e) The Issuing Entity has received a written acknowledgment from the
Custodian that the Custodian is acting solely as agent of the Indenture Trustee.

     (f) Other than the security interest granted to the Indenture Trustee
pursuant to this Indenture, the Issuing Entity has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the Mortgage Notes.
The Issuing Entity has not authorized the filing of and is not aware of any
financing statements against the Issuing Entity that include a description of
collateral covering the Mortgage Notes other than any financing statement
relating to the security interest granted to the Indenture Trustee hereunder or
any security interest that has been terminated. The Issuing Entity is not aware
of any judgment or tax lien filings against the Issuing Entity.

     (g) None of the Mortgage Notes has any marks or notations indicating that
they have been pledged, assigned or otherwise conveyed to any Person other than
the Indenture Trustee, except for (i) any endorsements that are part of a
complete chain of endorsements from the originator of the Mortgage Note to the
Indenture Trustee, and (ii) any marks or notations pertaining to Liens that have
been terminated or released.

     (h) With respect to that portion of the Collateral described in clause (f),
the Issuing Entity represents to the Indenture Trustee and the Securities
Administrator that:

          (i) This Indenture creates a valid and continuing security interest
     (as defined in the applicable UCC) in the Collateral in favor of the
     Indenture Trustee, which security interest is prior to all other liens, and
     is enforceable as such as against creditors of and purchasers from the
     Issuing Entity.

          (ii) The Collateral constitutes "general intangibles" within the
     meaning of the applicable UCC.

          (iii) The Issuing Entity owns and has good and marketable title to the
     Collateral, free and clear of any lien, claim or encumbrance of any Person.


                                       36

<PAGE>

          (iv) Other than the security interest granted to the Indenture Trustee
     pursuant to this Indenture, the Issuing Entity has not pledged, assigned,
     sold, granted a security interest in, or otherwise conveyed any of the
     Collateral.

     Section 3.31. The Swap Agreement.

     (a) The Securities Administrator shall deposit any amounts received by it
with respect to the Swap Agreement into the Swap Account.

     (b) On the Closing Date, the Securities Administrator shall be directed to
establish and maintain in its name, in trust for the benefit of the Noteholders
and Certificateholders, Supplemental Interest Trust, which will hold the Swap
Account. The Swap Account shall be an Eligible Account, and funds on deposit
therein shall be held separate and apart from, and shall not be commingled with,
any other moneys, including without limitation, other moneys held by the
Securities Administrator pursuant to this Agreement. The Supplemental Interest
Trust shall not be part of any REMIC. Amounts on deposit in the Swap Account
will be distributed in accordance with Section 3.06(II)(d).

     (c) The Securities Administrator shall notify the Swap Counterparty that
the Swap Agreement has been terminated upon the occurrence of an event of
default or termination event under the Swap Agreement of which a Responsible
Officer of the Securities Administrator has actual knowledge. In the event that
the Swap Agreement is cancelled or otherwise terminated for any reason (other
than the exhaustion of the interest rate protection provided thereby), the
Securities Administrator shall, at the written direction of the Holders of not
less than 50% of the aggregate Note Balance of the Class Principal (or if none
of the Notes are outstanding, the Certificates), and to the extent a replacement
contract is available (from a counterparty designated by the Issuing Entity in
writing and acceptable to the Holders of not less than 50% of the aggregate
Class Principal Balance of the Notes (or if none of the Notes are outstanding,
the Certificates)) execute a replacement contract (which shall not be part of
any REMIC) comparable to the Swap Agreement; provided, however, that the cost of
any such replacement contract shall be reduced to a level such that the cost of
such replacement contract shall not exceed the amount of any early termination
payment received from the Swap Counterparty.

     (d) Prior to the related Swap Termination Date and upon the redemption of
the Notes, the Swap Agreement shall be assigned by the Issuing Entity to the
Class C Certificateholders.

     Section 3.32. Notice to the Custodian. The Securities Administrator shall
notify the Custodian, in advance, of any material changes to this Indenture that
may affect the rights and obligations of the Custodian as set forth in the
Custodial Agreement and shall not enter into any change that would have a
materially adverse effect on the rights or obligations of the Custodian under
the Custodial Agreement without the consent of the Custodian. The Securities
Administrator shall notify the Custodian upon the termination of this Indenture.

     Notices required to be given to the Custodian by the Securities
Administrator shall be in writing, personally delivered or mailed by certified
mail, return receipt requested, at the following address: 2571 Busse Road, Suite
200, Elk Grove Village, Illinois 60007, or as to each


                                       37

<PAGE>

of the foregoing, at such other address as shall be designated by written notice
to the other parties.

                                   ARTICLE IV

               THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

     Section 4.01. The Notes. The Book-Entry Notes shall be registered in the
name of a nominee designated by the Depository. Beneficial Owners will hold
security entitlements to the Book-Entry Notes through the book-entry facilities
of the Depository in minimum Initial Note Balances of $25,000 and integral
multiples of $1 in excess thereof.

     The Securities Administrator and the NIMs Insurer may for all purposes
(including the making of payments due on the Book-Entry Notes) deal with the
Depository as the authorized representative of the Beneficial Owners with
respect to the Book-Entry Notes for the purposes of exercising the rights of
Holders of Book-Entry Notes hereunder. Except as provided in the next succeeding
paragraph of this Section 4.01, the rights of Beneficial Owners with respect to
the Book-Entry Notes shall be limited to those established by law and agreements
between such Beneficial Owners and the Depository and Depository Participants.
Except as provided in Section 4.08, Beneficial Owners shall not be entitled to
definitive certificates for the Book-Entry Notes as to which they are the
Beneficial Owners. Requests and directions from, and votes of, the Depository as
Holder of the Book-Entry Notes shall not be deemed inconsistent if they are made
with respect to different Beneficial Owners. The Securities Administrator may
establish a reasonable record date in connection with solicitations of consents
from or voting by Holders of the Book-Entry Notes and give notice to the
Depository of such record date. Without the written consent of the Issuing
Entity and the Securities Administrator, no Book-Entry Note may be transferred
by the Depository except to a successor Depository that agrees to hold such
Book-Entry Note for the account of the Beneficial Owners.

     In the event the Depository Trust Company resigns or is removed as
Depository, the Securities Administrator with the written approval of the
Issuing Entity may appoint a successor Depository. If no successor Depository
has been appointed within 30 days of the effective date of the Depository's
resignation or removal, each Beneficial Owner shall be entitled to certificates
representing the Book-Entry Notes to which it has a security entitlement in the
manner prescribed in Section 4.08.

     The Notes shall, on original issue, be executed on behalf of the Issuing
Entity by the Owner Trustee, not in its individual capacity but solely as Owner
Trustee, authenticated and delivered by the Securities Administrator to or upon
the order of the Issuing Entity.

     Section 4.02. Registration of and Limitations on Transfer and Exchange of
Notes; Appointment of Note Registrar and Certificate Registrar. The Issuing
Entity shall cause to be kept at the Securities Administrator's Corporate Trust
Office a Note Register in which, subject to such reasonable regulations as it
may prescribe, the Note Registrar shall provide for the registration of Notes
and of transfers and exchanges of Notes as herein provided.


                                       38

<PAGE>

     The transferee of a Note shall be deemed to have represented, substantially
in the form of Exhibit F, either (i) that it is not a Plan or plan subject to
Similar Law, and is not directly or indirectly acquiring the Note for, on behalf
of or with any assets of any such Plan or plan subject to Similar Law, or
(ii)(A) solely in the case of the Notes other than the Class B-3 Notes, it is a
Plan, but its acquisition and holding of the notes, throughout the period that
it holds such notes, will not constitute or result in a non-exempt prohibited
transaction under ERISA or the Code, or a violation of Similar Law, or (B)
solely in the case of the Class B-3 Notes, it is a plan that is not subject to
ERISA or Section 4975 of the Code but that is subject to Similar Law, and its
acquisition and holding of such notes or any interest therein, throughout the
period that it holds such notes, will not constitute or result in a violation of
Similar Law, and in the case of both (A) and (B) will not subject the Depositor,
the Indenture Trustee, the Issuing Entity, the Owner Trustee, the Securities
Administrator, the Master Servicer or the Servicers to any obligation in
addition to those undertaken by such entities in the Indenture.

     Any purported transfer of a Note to or on behalf of a Plan in violation of
the representations described in the preceding paragraph shall be void and of no
effect. The Securities Administrator shall be under no liability to any person
for any registration or transfer of any Note that is in fact not permitted, for
making any payments due on such Note to the holder thereof or taking any other
action with respect to such holder so long as prior to registering a transfer
the Securities Administrator receives the transfer certificate specified above
to the extent required. The Securities Administrator shall be entitled, but not
obligated, to recover from any holder of any Note that was in fact a Plan or
plan subject to Similar Law, as applicable, or person acting on behalf of a Plan
or plan subject to Similar Law, as applicable, at the time it became a holder or
that subsequently became a Plan or person acting on behalf of a Plan, all
payments made on such Note at and after either such time. Any such payments so
recovered by the Securities Administrator shall be paid and delivered to the
last preceding holder of such Note that is not such a Plan or plan subject to
Similar Law, as applicable, or person acting on behalf of a Plan or plan subject
to Similar Law, as applicable.

     No transfer, sale, pledge or other disposition of a Class B-3 Notes shall
be made unless such transfer, sale, pledge or other disposition is exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"1933 Act"), and any applicable state securities laws or is made in accordance
with said Act and laws. Except as otherwise provided in this Section 4.02, in
the event that a transfer of a Class B-3 Notes to be made, (i) unless the
Depositor directs the Securities Administrator otherwise in writing, the
Securities Administrator shall require a written Opinion of Counsel acceptable
to and in form and substance satisfactory to the Securities Administrator, the
Issuing Entity and the Depositor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from said
Act and laws or is being made pursuant to said Act and laws, which Opinion of
Counsel shall not be an expense of the Securities Administrator, the Trust
Estate, the Depositor, the Issuing Entity, the Master Servicer or the Servicers,
and (ii) the Securities Administrator shall require the transferee to execute a
representation letter, substantially in the form of Exhibit B hereto, and the
Securities Administrator shall require the transferor to execute a
representation letter, substantially in the form of Exhibit C hereto, each
acceptable to and in form and substance satisfactory to the Depositor, the
Issuing Entity and the Securities Administrator certifying to the Depositor, the
Issuing Entity and the Securities Administrator the facts surrounding such
transfer, which representation letters shall not be an expense of the Indenture
Trustee, Securities Administrator,


                                       39

<PAGE>

the Trust Estate, the Depositor, the Issuing Entity or the Servicers. In lieu of
the requirements set forth in the preceding sentence, transfers of Class B-3
Notes may be made in accordance with this Section 4.02 if the prospective
transferee of such a Certificate provides the Securities Administrator, the
Depositor and the Issuing Entity with an investment letter substantially in the
form of Exhibit D attached hereto, which investment letter shall not be an
expense of the Indenture Trustee, Securities Administrator, the Issuing Entity,
the Trust Estate, the Depositor, the Master Servicer or the Servicers, and which
investment letter states that, among other things, such transferee (i) is a
"qualified institutional buyer" as defined under Rule 144A, acting for its own
account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (ii) is aware that the proposed transferor intends to rely
on the exemption from registration requirements under the 1933 Act provided by
Rule 144A. The Holder of a Class B-3 Note desiring to effect any transfer, sale,
pledge or other disposition shall, and does hereby agree to, indemnify the
Indenture Trustee, Securities Administrator, the Administrator, the Depositor,
the Master Servicer, the Servicers, the Issuing Entity and the Note Registrar
against any liability that may result if the transfer, sale, pledge or other
disposition is not so exempt or is not made in accordance with such federal and
state laws and this Indenture.

     Subject to the restrictions and limitations set forth below, upon surrender
for registration of transfer of any Note at the Corporate Trust Office, the
Issuing Entity shall execute and the Note Registrar shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes of the same Class in authorized initial Note Balances evidencing the
same aggregate Percentage Interests.

     Subject to the foregoing, at the option of the Noteholders, Notes may be
exchanged for other Notes of the same Class and of like tenor, in authorized
initial Note Balances evidencing the same aggregate Percentage Interests upon
surrender of the Notes to be exchanged at the Corporate Trust Office of the Note
Registrar. Whenever any Notes are so surrendered for exchange, the Issuing
Entity shall execute and the Note Registrar shall authenticate and deliver the
Notes that the Noteholder making the exchange is entitled to receive. Each Note
presented or surrendered for registration of transfer or exchange shall (if so
required by the Note Registrar) be duly endorsed by, or be accompanied by a
written instrument of transfer in form reasonably satisfactory to the Note
Registrar duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, which requirements
include membership or participation in the Securities Transfer Agent's Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended. Notes
delivered upon any such transfer or exchange will evidence the same obligations,
and will be entitled to the same rights and privileges, as the Notes
surrendered.

     No service charge shall be imposed for any registration of transfer or
exchange of Notes, but the Note Registrar shall require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes.

     All Notes surrendered for registration of transfer and exchange shall be
canceled by the Note Registrar and delivered to the Securities Administrator for
subsequent destruction.


                                       40

<PAGE>

     The Issuing Entity hereby appoints the Securities Administrator as
Certificate Registrar to keep at its Corporate Trust Office a Certificate
Register pursuant to Section 3.05 of the Trust Agreement in which, subject to
such reasonable regulations as it may prescribe, the Certificate Registrar shall
provide for the registration of Certificates and of transfers and exchanges
thereof pursuant to Section 3.09 of the Trust Agreement. The Securities
Administrator hereby accepts such appointment.

     Notwithstanding any term herein contained to the contrary, the Securities
Administrator shall be under no obligation to determine or monitor whether any
transfer or exchange of any Note complies with the Securities Act, or any other
State securities laws that may be applicable, or ERISA, the Investment Company
Act or the Code, or with the applicable restrictions set forth herein; provided,
however, that if a certificate, letter or opinion is specifically required by
the express terms of this Section 4.02 to be delivered to the Securities
Administrator prior to registration of a transfer, the Securities Administrator
shall be under a duty to receive the same, and to examine it to determine
whether it conforms on its face to the applicable requirements of this Section
4.02. The Securities Administrator shall be entitled to rely conclusively upon,
and to assume the continuing truth and accuracy of, each representation letter,
certificate or opinion received by it from time to time pursuant to the terms
hereof, without further inquiry on its part; and has no responsibility for the
sufficiency of the terms of this Section 4.02 or the form of the representation
letters attached hereto.

     Section 4.03. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Securities Administrator, or the Securities
Administrator receives evidence to its satisfaction of the destruction, loss or
theft of any Note, and (ii) there is delivered to the Securities Administrator
and the NIMs Insurer such security or indemnity as may be required by it to hold
the Issuing Entity and the Securities Administrator harmless, then, in the
absence of notice to the Issuing Entity, the Note Registrar or the Securities
Administrator that such Note has been acquired by a bona fide purchaser, and
provided that the requirements of Section 8-405 of the UCC are met, the Issuing
Entity shall execute, and upon its request the Securities Administrator shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note; provided, however, that if
any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
become or within seven days shall be due and payable, instead of issuing a
replacement Note, the Issuing Entity may pay such destroyed, lost or stolen Note
when so due or payable without surrender thereof. If, after the delivery of such
replacement Note or payment of a destroyed, lost or stolen Note pursuant to the
proviso to the preceding sentence, a bona fide purchaser of the original Note in
lieu of which such replacement Note was issued presents for payment such
original Note, the Issuing Entity and the Securities Administrator shall be
entitled to recover such replacement Note (or such payment) from the Person to
whom it was delivered or any Person taking such replacement Note from such
Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuing Entity, the Indenture Trustee or the
Securities Administrator in connection therewith.

     Upon the issuance of any replacement Note under this Section 4.03, the
Issuing Entity or the Securities Administrator may require the payment by the
Holder of such Note of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto


                                       41

<PAGE>

and any other reasonable expenses (including the fees and expenses of the
Securities Administrator) connected therewith.

     Every replacement Note issued pursuant to this Section 4.03 in replacement
of any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuing Entity, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

     The provisions of this Section 4.03 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.

     Section 4.04. Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuing Entity, the Indenture Trustee,
the Securities Administrator, the NIMs Insurer, the Paying Agent and any agent
of the Issuing Entity, the Securities Administrator, the NIMs Insurer or the
Paying Agent may treat the Person in whose name any Note is registered (as of
the day of determination) as the owner of such Note for the purpose of receiving
payments of principal of and interest, if any, on such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and none of the
Issuing Entity, the Indenture Trustee, the Securities Administrator, the NIMs
Insurer, the Paying Agent or any agent of the Issuing Entity, the Securities
Administrator, the Indenture Trustee or the Paying Agent shall be affected by
notice to the contrary.

     Section 4.05. Cancellation. All Notes surrendered for payment, registration
of transfer, exchange or redemption shall, if surrendered to any Person other
than the Securities Administrator, be delivered to the Securities Administrator
and shall be promptly cancelled by the Securities Administrator. The Issuing
Entity may at any time deliver to the Securities Administrator for cancellation
any Notes previously authenticated and delivered hereunder which the Issuing
Entity may have acquired in any manner whatsoever, and all Notes so delivered
shall be promptly cancelled by the Securities Administrator. No Notes shall be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this Section 4.05, except as expressly permitted by this Indenture. All
cancelled Notes may be held or disposed of by the Securities Administrator in
accordance with its standard retention or disposal policy as in effect at the
time unless the Issuing Entity shall direct by an Issuing Entity Request that
they be destroyed or returned to it; provided, however, that such Issuing Entity
Request is timely and the Notes have not been previously disposed of by the
Securities Administrator.

     Section 4.06. Book-Entry Notes. The Notes, upon original issuance, will be
issued in the form of typewritten Notes constituting the Book-Entry Notes, to be
delivered to The Depository Trust Company, the initial Depository, by, or on
behalf of, the Issuing Entity. The Notes shall initially be registered on the
Note Register in the name of Cede & Co., the nominee of the initial Depository,
and no Beneficial Owner will receive a Definitive Note representing such
Beneficial Owner's security entitlement to such Book-Entry Note, except as
provided in Section 4.08. Unless and until definitive, fully registered Notes
(the "Definitive Notes") have been issued to Beneficial Owners pursuant to
Section 4.08:


                                       42

<PAGE>

          (i) the provisions of this Section 4.06 shall be in full force and
     effect;

          (ii) the Note Registrar, the Paying Agent, the Securities
     Administrator and the Indenture Trustee shall be entitled to deal with the
     Depository for all purposes of this Indenture (including the payment of
     principal of and interest on the Notes and the giving of instructions or
     directions hereunder) as the sole holder of the Notes, and shall have no
     obligation to the Beneficial Owners;

          (iii) to the extent that the provisions of this Section 4.06 conflict
     with any other provisions of this Indenture, the provisions of this Section
     4.06 shall control;

          (iv) the rights of Beneficial Owners shall be exercised only through
     the Depository and shall be limited to those established by law and
     agreements between such Beneficial Owners and the Depository and/or the
     Depository Participants. Unless and until Definitive Notes are issued
     pursuant to Section 4.08, the initial Depository will make book-entry
     transfers among the Depository Participants and receive and transmit
     payments of principal of and interest on the Notes to such Depository
     Participants and the Securities Administrator and Indenture Trustee shall
     have no obligation to monitor or determine compliance with respect to any
     transfer restrictions applicable to Book-Entry Notes; and

          (v) whenever this Indenture requires or permits actions to be taken
     based upon instructions or directions of Holders of Notes evidencing a
     specified percentage of the Note Balances of the Notes, the Depository
     shall be deemed to represent such percentage only to the extent that it has
     received instructions to such effect from Beneficial Owners and/or
     Depository Participants owning or representing, respectively, such required
     percentage of the security entitlements to the Book-Entry Notes and has
     delivered such instructions to the Securities Administrator.

     Section 4.07. Notices to Depository. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Beneficial Owners pursuant to
Section 4.08, the Securities Administrator shall give all such notices and
communications specified herein to be given to Noteholders to the Depository,
and shall have no obligation to the Beneficial Owners.

     Section 4.08. Definitive Notes. If (i) the Issuing Entity determines that
the Depository is no longer willing or able to properly discharge its
responsibilities with respect to the Notes and the Issuing Entity is unable to
locate a qualified successor, (ii) the Issuing Entity elects to terminate the
book-entry system through the Depository or (iii) after the occurrence of an
Event of Default, Holders of the Notes representing security entitlements to at
least a majority of the Note Balances of the Notes advise the Depository (with a
copy to the Securities Administrator) in writing that the continuation of a
book-entry system through the Depository is no longer in the best interests of
the Beneficial Owners, then the Depository shall notify all Beneficial Owners,
the NIMs Insurer and the Securities Administrator of the occurrence of any such
event and of the availability of Definitive Notes to Beneficial Owners. Upon
surrender to the Securities Administrator of the typewritten Notes constituting
the Book-Entry Notes by the Depository, accompanied by registration
instructions, the Issuing Entity shall execute and the Securities


                                       43

<PAGE>

Administrator shall authenticate the Definitive Notes in accordance with the
instructions of the Depository. None of the Issuing Entity, the Note Registrar,
the NIMs Insurer or the Securities Administrator shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Securities Administrator shall recognize the Holders of the
Definitive Notes as Noteholders.

     Section 4.09. Tax Treatment. The Issuing Entity has entered into this
Indenture, and the Notes will be issued, with the intention that, for federal
purposes, the Notes will qualify as regular interests in a REMIC as defined in
the Code, coupled with the rights and obligations described in Section 10.01
herein. The Issuing Entity, the Indenture Trustee and the Securities
Administrator by entering into this Indenture, and each Noteholder, by its
acceptance of its Note (and each Beneficial Owner by its acceptance of an
interest in the applicable Book-Entry Note), agree to treat the Notes as regular
interests in a REMIC as defined in the Code, coupled with the rights and
obligations described in Section 10.01 herein.

     Section 4.10. Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect with respect to the Notes except as to (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.04, 3.05, 3.07, 3.10,
3.14, 3.16, 3.17 and the last paragraph of Section 4.02, (v) the rights,
obligations and immunities of the Securities Administrator hereunder (including
the rights of the Securities Administrator under Section 6.07 and the
obligations of the Securities Administrator under Section 4.11) and (vi) the
rights of Noteholders as beneficiaries hereof with respect to the property so
deposited with the Securities Administrator payable to all or any of them, and
the Indenture Trustee, on demand of and at the expense of the Issuing Entity,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture with respect to the Notes, when:

          (A) either:

               (1) each Class of Notes theretofore authenticated and delivered
          (other than (i) Notes that have been destroyed, lost or stolen and
          that have been replaced or paid as provided in Section 4.03 and (ii)
          Notes for whose payment money has theretofore been deposited in trust
          or segregated and held in trust by the Issuing Entity and thereafter
          repaid to the Issuing Entity or discharged from such trust, as
          provided in Section 3.04) have been delivered to the Securities
          Administrator for cancellation; or

               (2) each Class of Notes not theretofore delivered to the
          Securities Administrator for cancellation:

               (a) have become due and payable,

               (b) will become due and payable within one year, or


                                       44

<PAGE>

               (c) have been declared immediately due and payable pursuant to
          Section 5.02.


          and the Issuing Entity, in the case of (a) or (b) above, has
          irrevocably deposited or caused to be irrevocably deposited with the
          Securities Administrator cash or direct obligations of or obligations
          guaranteed by the United States of America (which will mature prior to
          the date such amounts are payable), in trust for such purpose, in an
          amount sufficient to pay and discharge the entire indebtedness on such
          Notes then outstanding not theretofore delivered to the Securities
          Administrator for cancellation when due on the Final Scheduled Payment
          Date;

               (B) the Issuing Entity has paid or caused to be paid all other
          sums payable hereunder by the Issuing Entity (including amounts
          payable to the Indenture Trustee); and

               (C) the Issuing Entity has delivered to the Indenture Trustee and
          the Securities Administrator an Officer's Certificate and an Opinion
          of Counsel, each meeting the applicable requirements of Section 11.01,
          each stating that all conditions precedent herein provided for
          relating to the satisfaction and discharge of this Indenture have been
          complied with and, if the Opinion of Counsel relates to a deposit made
          in connection with Section 4.10(A)(2)(b) above, such opinion shall
          further be to the effect that such deposit will not have any material
          adverse tax consequences to the Issuing Entity, any Noteholders or any
          Certificateholders.

     Section 4.11. Application of Trust Money. All monies deposited with the
Securities Administrator pursuant to Section 4.10 hereof shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent of the
Issuing Entity, or Certificate Paying Agent as designee of the Issuing Entity,
as the Securities Administrator may determine, to the Securityholders, of all
sums due and to become due thereon for principal and interest; but such monies
need not be segregated from other funds except to the extent required herein or
required by law.

     Section 4.12. Repayment of Monies Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all
monies then held by any Person other than the Securities Administrator under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuing Entity, be paid to the Securities Administrator to be held and
applied according to Section 3.03 and thereupon such Person shall be released
from all further liability with respect to such monies.

     Section 4.13. Temporary Notes. Pending the preparation of any Definitive
Notes, the Issuing Entity may execute and upon its written direction, the
Securities Administrator may authenticate and make available for delivery,
temporary Notes that are printed, lithographed, typewritten, photocopied or
otherwise produced, in any denomination, substantially of the tenor of the
Definitive Notes in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Notes may determine, as evidenced by their execution of such
Notes.


                                       45

<PAGE>

     If temporary Notes are issued, the Issuing Entity will cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of the
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the temporary Notes at the Corporate Trust Office of the
Securities Administrator, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Notes, the Issuing Entity shall
execute and the Securities Administrator shall authenticate and make available
for delivery, in exchange therefor, Definitive Notes of authorized denominations
and of like tenor, class and aggregate principal amount. Until so exchanged,
such temporary Notes shall in all respects be entitled to the same benefits
under this Indenture as Definitive Notes.

                                   ARTICLE V

                              DEFAULT AND REMEDIES

     Section 5.01. Events of Default. The Issuing Entity shall deliver to the
Indenture Trustee and the Securities Administrator, within five days after
learning of the occurrence any event which with the giving of notice and the
lapse of time would become an Event of Default under clause (iii) of the
definition of "Event of Default" written notice in the form of an Officer's
Certificate of its status and what action the Issuing Entity is taking or
proposes to take with respect thereto.

     Section 5.02. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default should occur and be continuing, then and in every such case the
Indenture Trustee may (with the written consent of the NIMs Insurer, except
after a NIMs Insurer Default), and upon the request of the Holders of Notes
representing not less than a majority of the Voting Rights of all Notes, the
Indenture Trustee shall (with the written consent of the NIMs Insurer, except
after a NIMs Insurer Default), declare the Notes to be immediately due and
payable, by a notice in writing to the Issuing Entity (and to the Indenture
Trustee and the Securities Administrator if given by Noteholders), and upon any
such declaration the unpaid principal amount of each Class of Notes, together
with accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable.

     At any time after such declaration of acceleration of maturity with respect
to an Event of Default has been made and before a judgment or decree for payment
of the money due has been obtained by the Indenture Trustee as hereinafter in
this Article V provided, the Holders of Notes representing a majority of the
Voting Rights of all Notes, by written notice to the Issuing Entity and the
Indenture Trustee and the Securities Administrator may in writing waive the
related Event of Default and rescind and annul such declaration and its
consequences if:

          (i) the Issuing Entity has paid or deposited with the Securities
     Administrator a sum sufficient to pay:

               (A) all payments of principal of and interest on the Notes and
          all other amounts that would then be due hereunder or upon the Notes
          if the Event of Default giving rise to such acceleration had not
          occurred; and


                                       46

<PAGE>

               (B) all sums paid by the Securities Administrator hereunder and
          the reasonable compensation, expenses, indemnities and disbursements
          of the Indenture Trustee and the Securities Administrator and its
          agents and counsel; and

               (C) any unpaid Net Swap Payments and any Swap Termination Payment
          owed to the Swap Counterparty; and

          (ii) all Events of Default, other than the nonpayment of the principal
     of the Notes that has become due solely by such acceleration, have been
     cured or waived as provided in Section 5.12.

     No such rescission shall affect any subsequent default or impair any right
consequent thereto.

     Section 5.03. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.

     (a) The Issuing Entity covenants that if a default occurs in the payment of
(i) any interest on any Note when the same becomes due and payable, and such
default continues for a period of three days, or (ii) the principal of or any
installment of the principal of any Note when the same becomes due and payable,
the Issuing Entity shall, upon demand of the Securities Administrator, pay to
it, for the benefit of the Noteholders, the whole amount then due and payable on
the Notes for principal and interest, with interest upon the overdue principal,
and in addition thereto such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, indemnities and disbursements of the Indenture Trustee and the
Securities Administrator and their respective agents and counsel.

     (b) In case the Issuing Entity shall fail forthwith to pay such amounts
upon such demand, the Indenture Trustee, in its own name and as trustee of an
express trust, subject to the provisions of Section 11.17 hereof may institute a
Proceeding for the collection of the sums so due and unpaid, and may prosecute
such Proceeding to judgment or final decree, and may enforce the same against
the Issuing Entity or other obligor upon the Notes and collect in the manner
provided by law out of the property of the Issuing Entity or other obligor upon
the Notes, wherever situated, the monies adjudged or decreed to be payable.

     (c) If an Event of Default occurs and is continuing, the Indenture Trustee
subject to the provisions of Section 11.17 hereof may, as more particularly
provided in Section 5.04, in its discretion, proceed to protect and enforce its
rights and the rights of the Noteholders, by such appropriate Proceedings as the
Indenture Trustee shall deem most effective to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by law.

     (d) In case there shall be pending, relative to the Issuing Entity or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Estate, Proceedings under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in


                                       47

<PAGE>

bankruptcy or reorganization, liquidator, sequestrator or similar official shall
have been appointed for or taken possession of the Issuing Entity or its
property or such other obligor or Person, or in case of any other comparable
judicial Proceedings relative to the Issuing Entity or other obligor upon the
Notes, or to the creditors or property of the Issuing Entity or such other
obligor, the Indenture Trustee, irrespective of whether the principal of any
Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Securities Administrator or the
Indenture Trustee shall have made any demand pursuant to the provisions of this
Section, shall be entitled and empowered, by intervention in such Proceedings or
otherwise:

          (i) to file and prove a claim or claims for the whole amount of
     principal and interest owing and unpaid in respect of the Notes and to file
     such other papers or documents as may be necessary or advisable in order to
     have the claims of the Indenture Trustee (including any claim for
     reasonable compensation to the Indenture Trustee, the Securities
     Administrator and each predecessor Indenture Trustee and Securities
     Administrator, and their respective agents, attorneys and counsel, and for
     reimbursement of all expenses and liabilities incurred, by the Indenture
     Trustee and Securities Administrator and each predecessor Indenture Trustee
     and Securities Administrator, except as a result of negligence, willful
     misconduct or bad faith) and of the Noteholders allowed in such
     Proceedings;

          (ii) unless prohibited by applicable law and regulations, to vote on
     behalf of the Noteholders in any election of a trustee, a standby trustee
     or Person performing similar functions in any such Proceedings;

          (iii) to collect and receive any monies or other property payable or
     deliverable on any such claims and to distribute all amounts received with
     respect to the claims of the Noteholders and of the Indenture Trustee on
     their behalf; and

          (iv) to file such proofs of claim and other papers or documents as may
     be necessary or advisable in order to have the claims of the Indenture
     Trustee or the Noteholders allowed in any judicial proceedings relative to
     the Issuing Entity, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Securities Administrator, and, in the event that the Indenture
Trustee and the Securities Administrator shall consent to the making of payments
directly to such Noteholders, to pay to the Indenture Trustee and the Securities
Administrator such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee and the Securities Administrator, each
predecessor Indenture Trustee and Securities Administrator and their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred,
by the Indenture Trustee and the Securities Administrator and each predecessor
Indenture Trustee and Securities Administrator except as a result of negligence,
willful misconduct or bad faith.

     (e) Nothing herein contained shall be deemed to authorize the Indenture
Trustee or the Securities Administrator to authorize or consent to or vote for
or accept or adopt on behalf of


                                       48

<PAGE>

any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee or the Securities Administrator to vote in
respect of the claim of any Noteholder in any such proceeding except, as
aforesaid, to vote for the election of a trustee in bankruptcy or similar
Person.

     (f) All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or proceedings instituted by
the Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements, indemnities and compensation of the Indenture Trustee and the
Securities Administrator, each predecessor Indenture Trustee and the Securities
Administrator and their respective agents and attorneys, shall be for the
ratable benefit of the Noteholders.

     (g) In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Noteholders, and it shall not be necessary to make any
Noteholder a party to any such Proceedings.

     Section 5.04. Remedies; Priorities.

     (a) If an Event of Default shall have occurred and be continuing, the
Indenture Trustee subject to the provisions of Section 11.22 hereof may do one
or more of the following (subject to Section 5.05):

          (i) institute Proceedings in its own name and as trustee of an express
     trust for the collection of all amounts then payable on the Notes or under
     this Indenture with respect thereto, whether by declaration or otherwise,
     enforce any judgment obtained, and collect from the Issuing Entity and any
     other obligor upon such Notes monies adjudged due;

          (ii) institute Proceedings from time to time for the complete or
     partial foreclosure of this Indenture with respect to the Trust Estate;

          (iii) exercise any remedies of a secured party under the UCC and take
     any other appropriate action to protect and enforce the rights and remedies
     of the Indenture Trustee and the Noteholders;

          (iv) refrain from selling the Trust Estate (unless otherwise directed
     by a majority of Noteholders) and continue to apply all amounts received
     thereon to payments on the Notes in accordance with Section 3.06; and

          (v) sell the Trust Estate or any portion thereof or rights or interest
     therein, at one or more public or private sales called and conducted in any
     manner permitted by law.

provided, however, that the Indenture Trustee must sell or otherwise liquidate
the Trust Estate following an Event of Default, if (i) the Holders of the Notes
representing not less than a majority of the Voting Rights of all of the Notes
direct the Indenture Trustee to sell or otherwise


                                       49

<PAGE>

liquidate the Trust Estate or (ii) the Indenture Trustee determines that the
Mortgage Loans will not continue to provide sufficient funds for (A) the payment
of expenses under this Indenture, (B) the payment of principal of and interest
on the Notes as they would have become due if the Notes had not been declared
due and payable and (C) any unpaid Net Swap Payments and any Swap Termination
Payment owed to the Swap Counterparty. In determining such sufficiency or
insufficiency with respect to clause (A), (B) and (C), the Indenture Trustee
may, but need not, obtain, at the expense of the Trust Estate, and rely upon an
opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing,
so long as a Servicing Default has not occurred, any Sale of the Trust Estate
shall be made subject to the continued servicing of the Mortgage Loans by the
related Servicers as provided in the Servicing Agreement.

     (b) If the Indenture Trustee collects any money or property pursuant to
this Article V, the Indenture Trustee shall forward such funds to the Securities
Administrator and Securities Administrator shall pay out the money or property
in the following order relating to the Mortgage Loans:

          (i) to the Indenture Trustee, the Administrator and the Securities
     Administrator for amounts due under Section 6.07 hereof and to the Owner
     Trustee for amounts due pursuant to Article VII of the Trust Agreement; and

          (ii) to the Swap Counterparty and the Noteholders in the order of
     priority set forth in Section 3.06.

     The Securities Administrator may fix a record date and Payment Date for any
payment to Noteholders pursuant to this Section 5.04. At least 15 days before
such record date, the Securities Administrator shall mail to each Noteholder and
the Swap Counterparty a notice that states the record date, the Payment Date and
the amount to be paid.

     Section 5.05. Optional Preservation of the Trust Estate. If the Notes have
been declared to be due and payable under Section 5.02 following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee shall, unless otherwise directed to by a
majority of the Voting Rights of the Notes, elect to take and maintain
possession of the Trust Estate. It is the desire of the parties hereto and the
Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Notes and other obligations of the Issuing
Entity.

     Section 5.06. Limitation of Suits. No Noteholder shall have any right to
institute any Proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless and subject to the provisions of Section 11.17 hereof:

          (i) such Noteholder has previously given written notice to the
     Indenture Trustee of a continuing Event of Default;


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<PAGE>

          (ii) the Holders of not less than 25% of the Voting Rights of the
     Notes have made written request to the Indenture Trustee to institute such
     Proceeding in respect of such Event of Default in its own name as Indenture
     Trustee hereunder;

          (iii) such Noteholder or Noteholders have offered to the Indenture
     Trustee reasonable indemnity against the costs, expenses and liabilities to
     be incurred in complying with such request;

          (iv) the Indenture Trustee for 60 days after its receipt of such
     notice, request and offer of indemnity has failed to institute such
     Proceedings; and

          (v) no direction inconsistent with such written request has been given
     to the Indenture Trustee during such 60-day period by the Holders of a
     majority of the Note Balances of the Notes.

It is understood and intended that no one or more Noteholders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other
Noteholder or to obtain or to seek to obtain priority or preference over any
other Noteholder or to enforce any right under this Indenture, except in the
manner herein provided.

     In the event the Indenture Trustee or the Securities Administrator shall
receive conflicting or inconsistent requests and indemnity from two or more
groups of Holders of Notes, each representing less than a majority of the Voting
Rights of the Notes, the Indenture Trustee or the Securities Administrator in
their sole discretion may determine what action, if any, shall be taken,
notwithstanding any other provisions of this Indenture.

     Section 5.07. Unconditional Rights of Noteholders to Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture each
Noteholders shall have the right, which is absolute and unconditional, to
receive payment of the principal of, and interest, on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

     Section 5.08. Restoration of Rights and Remedies. If the Indenture Trustee
or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for
any reason or has been determined adversely to the Indenture Trustee or to such
Noteholder, then and in every such case the Issuing Entity, the Indenture
Trustee and the Noteholders shall, subject to any determination in such
Proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Indenture Trustee and
the Noteholders shall continue as though no such Proceeding had been instituted.

     Section 5.09. Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee, the Securities
Administrator or to the Noteholders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or


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<PAGE>

employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

     Section 5.10. Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee or the Securities Administrator or any Noteholder to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article V or by law
to the Indenture Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Indenture Trustee or by
the Noteholders, as the case may be.

     Section 5.11. Control by Noteholders. The Holders of a majority of the
Voting Rights of Notes shall have the right to direct the time, method and place
of conducting any Proceeding for any remedy available to the Indenture Trustee
with respect to the Notes or exercising any trust or power conferred on the
Indenture Trustee; provided that:

          (i) such direction shall not be in conflict with any rule of law or
     with this Indenture;

          (ii) subject to the express terms of Section 5.04, any direction to
     the Indenture Trustee to sell or liquidate the Trust Estate shall be by
     Holders of Notes representing not less than a majority of the Voting Rights
     of Notes;

          (iii) if the conditions set forth in Section 5.05 have been satisfied
     and the Indenture Trustee is required to retain the Trust Estate pursuant
     to such Section, then any direction to the Indenture Trustee by Holders of
     Notes representing less than a majority of the Voting Rights of Notes to
     sell or liquidate the Trust Estate shall be of no force and effect; and

          (iv) the Indenture Trustee may take any other action deemed proper by
     the Indenture Trustee that is not inconsistent with such direction.

Notwithstanding the rights of Noteholders set forth in this Section, subject to
Section 6.01, the Indenture Trustee need not take any action that it determines
might involve it in liability or might materially adversely affect the rights of
any Noteholders not consenting to such action.

     Section 5.12. Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02, the
Holders of Notes of not less than a majority of the Voting Rights of the Notes
may waive any past Event of Default and its consequences except an Event of
Default (a) with respect to payment of principal of or interest on any of the
Notes or (b) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of each Noteholder. In the case of any
such waiver, the Issuing Entity, the Indenture Trustee, the Securities
Administrator and the Noteholders shall be restored to their former positions
and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereto.


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<PAGE>

     Upon any such waiver, any Event of Default arising therefrom shall be
deemed to have been cured and not to have occurred, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Event of
Default or impair any right consequent thereto.

     Section 5.13. Undertaking for Costs. All parties to this Indenture agree,
and each Noteholder by such Noteholder's acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee or the Securities Administrator for any action taken,
suffered or omitted by it as Indenture Trustee or Securities Administrator, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section 5.13 shall not apply to
(a) any suit instituted by the Indenture Trustee or the Securities
Administrator, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the Voting
Rights of the Notes or (c) any suit instituted by any Noteholder for the
enforcement of the payment of principal of or interest on any Note on or after
the respective due dates expressed in such Note and in this Indenture.

     Section 5.14. Waiver of Stay or Extension Laws. The Issuing Entity
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead or in any manner whatsoever, claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance of
this Indenture; and the Issuing Entity (to the extent that it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it shall not hinder, delay or impede the execution of any power
herein granted to the Indenture Trustee or the Securities Administrator, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

     Section 5.15. Sale of Trust Estate.

     (a) The power to effect any sale or other disposition (a "Sale") of any
portion of the Trust Estate pursuant to Section 5.04 only is expressly subject
to the provisions of Section 5.05, this Section 5.15 and Section 11.22. The
power to effect any such Sale shall not be exhausted by any one or more Sales as
to any portion of the Trust Estate remaining unsold, but shall continue
unimpaired until the entire Trust Estate shall have been sold or all amounts
payable on the Notes and under this Indenture shall have been paid. The
Indenture Trustee may from time to time postpone any public Sale by public
announcement made at the time and place of such Sale. The Indenture Trustee
hereby expressly waives its right to any amount fixed by law as compensation for
any Sale.

     (b) The Indenture Trustee shall not in any private Sale sell the Trust
Estate, or any portion thereof, unless:

               (1) all Noteholders consent to or direct the Indenture Trustee to
          make, such Sale, or


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<PAGE>

               (2) the proceeds of such Sale would be not less than the entire
          amount which would be payable to the Noteholders under the Notes and
          the Certificateholder under the Certificate, in full payment thereof
          in accordance with Section 5.02, on the Payment Date next succeeding
          the date of such Sale.

The purchase by the Indenture Trustee of all or any portion of the Trust Estate
at a private Sale shall not be deemed a Sale or other disposition thereof for
purposes of this Section 5.15(b).

     (c) Unless the Securityholders have otherwise consented or directed the
Indenture Trustee, the Indenture Trustee will not sell at any public Sale all or
any portion of the Trust Estate at which a minimum bid equal to or greater than
the amount described in paragraph (2) of subsection (b) of this Section 5.15 has
not been established by the Indenture Trustee and no Person bids an amount equal
to or greater than such amount.

     (d) In connection with a Sale of all or any portion of the Trust Estate:

               (1) any Noteholder may bid for and purchase the property offered
          for sale, and upon compliance with the terms of sale may hold, retain
          and possess and dispose of such property, without further
          accountability, and may, in paying the purchase money therefor,
          deliver any Notes or claims for interest thereon in lieu of cash up to
          the amount which shall, upon distribution of the net proceeds of such
          sale, be payable thereon, and such Notes, in case the amounts so
          payable thereon shall be less than the amount due thereon, shall be
          returned to the Holders thereof after being appropriately stamped to
          show such partial payment;

               (2) the Indenture Trustee may bid for and acquire the property
          offered for Sale in connection with any Sale thereof, and, subject to
          any requirements of, and to the extent permitted by, applicable law in
          connection therewith, may purchase all or any portion of the Trust
          Estate in a private sale, and, in lieu of paying cash therefor, may
          make settlement for the purchase price by crediting the gross Sale
          price against the sum of (A) the amount which would be distributable
          to the Securityholders as a result of such Sale in accordance with
          Section 5.04(b) on the Payment Date next succeeding the date of such
          Sale and (B) the expenses of the Sale and of any Proceedings in
          connection therewith which are reimbursable to it, without being
          required to produce the Notes in order to complete any such Sale or in
          order for the net Sale price to be credited against such Notes, and
          any property so acquired by the Indenture Trustee shall be held and
          dealt with by it in accordance with the provisions of this Indenture;

               (3) the Indenture Trustee shall execute and deliver an
          appropriate instrument of conveyance transferring its interest in any
          portion of the Trust Estate in connection with a Sale thereof;

               (4) the Indenture Trustee is hereby irrevocably appointed the
          agent and attorney-in-fact of the Issuing Entity to transfer and
          convey its interest in any portion of the Trust Estate in connection
          with a Sale thereof, and to take all action necessary to effect such
          Sale; and


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<PAGE>

               (5) no purchaser or transferee at such a Sale shall be bound to
          ascertain the Indenture Trustee's authority, inquire into the
          satisfaction of any conditions precedent or see to the application of
          any monies.

     Section 5.16. Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture Trustee against the Issuing Entity or by the levy
of any execution under such judgment upon any portion of the Trust Estate or
upon any of the assets of the Issuing Entity. Any money or property collected by
the Indenture Trustee shall be applied in accordance with Section 5.04(b).

                                   ARTICLE VI

             THE INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     Section 6.01. Duties of the Indenture Trustee and the Securities
Administrator.

     (a) If an Event of Default has occurred and is continuing, each of the
Indenture Trustee and the Securities Administrator shall exercise the rights and
powers vested in it by this Indenture and use the same degree of care and skill
in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

     (b) Except during the continuance of an Event of Default:

     (i) each of the Indenture Trustee and the Securities Administrator
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture and no implied covenants or obligations shall be read
into this Indenture or any other Operative Document against the Indenture
Trustee or the Securities Administrator ; and

     (ii) in the absence of bad faith on its part, each of the Indenture Trustee
and the Securities Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Indenture Trustee or the Securities
Administrator and conforming to the requirements of this Indenture; however,
each of the Indenture Trustee and the Securities Administrator shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.

     (c) Neither the Indenture Trustee nor the Securities Administrator may be
relieved from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that:

          (i) this paragraph does not limit the effect of paragraph (b) of this
     Section 6.01;

          (ii) neither the Indenture Trustee, nor the Securities Administrator
     shall be liable for any error of judgment made in good faith by a
     Responsible Officer unless it is


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<PAGE>

     proved that the Indenture Trustee or the Securities Administrator was
     negligent in ascertaining the pertinent facts; and

          (iii) neither the Indenture Trustee nor the Securities Administrator
     shall be liable with respect to any action it takes or omits to take in
     good faith in accordance with a direction received by the Indenture Trustee
     pursuant to Section 5.11.

     (d) Neither the Indenture Trustee nor the Securities Administrator shall be
liable for interest on money received by it, if any, except as it may agree in
writing with the Issuing Entity.

     (e) Money held in trust, if any, by the Indenture Trustee or the Securities
Administrator need not be segregated from other funds except to the extent
required by law or the terms of this Indenture or the Trust Agreement.

     (f) No provision of this Indenture or any other Operative Document shall
require the Indenture Trustee or the Securities Administrator to expend or risk
its own funds or otherwise incur financial liability in the performance of any
of its duties hereunder or in the exercise of any of its rights or powers, if it
shall have reasonable grounds to believe that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

     (g) Every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Indenture Trustee and the
Securities Administrator shall be subject to the provisions of this Section and,
with respect to the Indenture Trustee, to the provisions of the TIA.

     (h) The Indenture Trustee shall act in accordance with Section 7.01 of the
Servicing Agreement and shall act as successor to the Master Servicer or appoint
a successor Master Servicer in accordance with Section 7.02 of the Servicing
Agreement.

     (i) Neither the Securities Administrator nor the Indenture Trustee shall be
responsible for the acts or omissions of the other, it being understood that
this Indenture shall not be construed to render them partners, joint venturers
or agents of one another.

     (f) The Issuing Entity hereby authorizes and directs the Securities
Administrator to enter into the Corridor Contract on behalf of the Issuing
Entity and to perform the duties and obligations of the Issuing Entity under the
Corridor Contract and any other agreement or instrument related thereto, in each
case in such form as the Depositor shall direct or shall approve in writing, the
execution and delivery of any such agreement by the Depositor to be conclusive
evidence of its approval thereof.

     Section 6.02. Rights of the Indenture Trustee and the Securities
Administrator.

     (a) Each of the Indenture Trustee and the Securities Administrator may
conclusively rely on, and shall be fully protected from acting or refraining
from acting upon, any resolution, certificate, opinion, statement, instrument,
report, notice, request, consent, order, appraisal, bond or other document
believed by it to be genuine and to have been signed or presented by the proper
person. Neither the Indenture Trustee nor the Securities Administrator need
investigate any fact or matter stated in the document.


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<PAGE>

     (b) Before the Indenture Trustee or the Securities Administrator acts or
refrains from acting, it may require an Officer's Certificate or an Opinion of
Counsel. Neither the Indenture Trustee nor the Securities Administrator shall be
liable for any action it takes or omits to take in good faith in reliance on an
Officer's Certificate or Opinion of Counsel.

     (c) Neither the Indenture Trustee shall nor the Securities Administrator
shall be liable for any action it takes or omits to take in good faith which it
believes to be authorized or within its rights or powers; provided, however,
that the Indenture Trustee's or the Securities Administrator conduct does not
constitute willful misconduct, negligence or bad faith.

     (d) Each of the Indenture Trustee and the Securities Administrator may
consult with counsel, and the advice or opinion of counsel with respect to legal
matters relating to this Indenture and the Notes shall be full and complete
authorization and protection from liability in respect to any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

     (e) Each of the Indenture Trustee and the Securities Administrator may
execute any of the trusts or powers hereunder or perform any duties hereunder,
either directly or by or through agents, attorneys, custodians or nominees
appointed with due care, and shall not be responsible for any willful misconduct
or negligence on the part of any agent, attorney, custodian or nominee so
appointed.

     (f) Neither the Indenture Trustee nor the Securities Administrator shall be
required to take notice or be deemed to have notice or knowledge of any default
or Event of Default unless a Responsible Officer of the Indenture Trustee or the
Securities Administrator, as applicable, shall have received written notice or
obtained actual knowledge thereof. In the absence of receipt of such notice or
actual knowledge, the Indenture Trustee and Securities Administrator, as
applicable, may conclusively assume that there is no default or Event of
Default.

     (g) Neither the Indenture Trustee nor the Securities Administrator (except
as expressly provided herein or in any other Operative Document) shall have any
duty (A) to see to any recording, filing, or depositing of this Indenture or any
agreement referred to herein or any financing statement or continuation
statement evidencing a security interest, or to see to the maintenance of any
such recording or filing or depositing or to any rerecording, refiling or
redepositing of any thereof, (B) to see to any insurance, (C) to see to the
payment or discharge of any tax, assessment, or other governmental charge or any
lien or encumbrance of any kind owing with respect to, assessed or levied
against, any part of the Trust Estate or (D) to confirm or verify the contents
of any reports or certificates of the Servicer delivered to the Indenture
Trustee pursuant to this Indenture believed by the Indenture Trustee to be
genuine and to have been signed or presented by the proper party or parties.

     (h) The right of the Indenture Trustee or Securities Administrator to
perform any discretionary act enumerated in this Indenture shall not be
construed as a duty, and the Indenture Trustee and Securities Administrator
shall not be answerable for other than its negligence or willful misconduct in
the performance of such act.


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<PAGE>

     (i) Neither the Indenture Trustee nor the Securities Administrator shall be
required to give any bond or surety in respect of the execution of the Trust
Estate created hereby or the powers granted hereunder.

     (j) Anything in this Indenture to the contrary notwithstanding, in no event
shall the Indenture Trustee or the Securities Administrator be liable for
special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Indenture Trustee or
the Securities Administrator has been advised of the likelihood of such loss or
damage and regardless of the form of action.

     Section 6.03. Individual Rights of Indenture Trustee and the Securities
Administrator. The Indenture Trustee or the Securities Administrator in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Issuing Entity or its Affiliates with the same
rights it would have if it were not Indenture Trustee or the Securities
Administrator, as applicable, subject to the requirements of the Trust Indenture
Act. Any Note Registrar, co-registrar or co-paying agent may do the same with
like rights. However, the Indenture Trustee must comply with Sections 6.11 and
6.12.

     Section 6.04. Indenture Trustee's Disclaimer and Securities Administrator's
Disclaimer. Neither the Indenture Trustee nor the Securities Administrator shall
be (i) responsible for and makes no representation as to the validity, adequacy
or sufficiency of the Mortgage Loans, the Swap Agreement, the Corridor Contract,
this Indenture or the security interest created herein, the Trust Agreement, any
other Operative Document or the Notes, (ii) accountable for the Issuing Entity's
use of the proceeds from the Notes or (iii) responsible for any statement of the
Issuing Entity or any other Person in the Indenture, the Trust Agreement or in
any document issued in connection with the sale of the Notes or in the Notes
other than the Securities Administrator's certificate of authentication.

     Section 6.05. Notice of Event of Default. Subject to Section 5.01, the
Securities Administrator shall mail to each Noteholder, the Swap Counterparty
and the NIMs Insurer notice of an Event of Default of which a Responsible
Officer of the Indenture Trustee or the Securities Administrator has actual
knowledge within the later of 90 days after it occurs and 90 days after such
Responsible Officer's knowledge thereof. Except in the case of an Event of
Default in payment of principal of or interest on any Note, the Securities
Administrator may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Noteholders, the Swap Counterparty and the NIMs Insurer.

     Section 6.06. Reports by Securities Administrator to Holders. The
Securities Administrator shall deliver to each Noteholder such information with
respect to the Notes as may be required to enable such holder to prepare its
federal and state income tax returns including without limitation Form 1099, to
the extent such form is required by law. In addition, upon the Issuing Entity's
written request, the Securities Administrator shall promptly furnish information
reasonably requested by the Issuing Entity with respect to the Notes that is
reasonably available to the Securities Administrator to enable the Issuing
Entity to perform its federal and state income tax reporting obligations.


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<PAGE>

     Section 6.07. Compensation and Indemnity. The Issuing Entity shall
reimburse the Indenture Trustee, the Securities Administrator, the Administrator
and the Owner Trustee for all reasonable out-of-pocket expenses incurred or made
by it, including costs of collection, in addition to compensation for its
services. Such expenses shall include reasonable compensation and expenses,
disbursements and advances of the Indenture Trustee's, the Administrator's, the
Securities Administrator's or the Owner Trustee's agents, counsel, accountants
and experts. The Issuing Entity shall indemnify each of the Indenture Trustee
and the Securities Administrator and hold each of them harmless against any and
all loss, liability or expense (including attorneys' fees) incurred by it in
connection with the administration of this trust and the performance of its
duties hereunder. The Indenture Trustee or the Securities Administrator, as
applicable, shall notify the Issuing Entity promptly of any claim for which it
may seek indemnity. Failure by the Indenture Trustee, the Administrator or the
Securities Administrator to so notify the Issuing Entity shall not relieve the
Issuing Entity of its obligations hereunder, unless the Issuing Entity is
materially prejudiced thereby. The Issuing Entity shall defend any such claim,
and the Indenture Trustee or the Securities Administrator, as applicable (each
an "Indemnified Party") shall have the right to employ separate counsel with
respect to any such claim and to participate in the defense thereof. The Issuing
Entity is not obligated to reimburse any expense or indemnify against any loss,
liability or expense incurred by the Indenture Trustee or the Securities
Administrator through the Indenture Trustee's or the Securities Administrator's
own willful misconduct, negligence or bad faith.

     The Issuing Entity's indemnification obligations to the Indenture Trustee,
the Securities Administrator, the Administrator and the Owner Trustee pursuant
to this Section 6.07 shall survive the discharge of this Indenture and the
termination or resignation of the Indenture Trustee, the Administrator or the
Securities Administrator. When the Indenture Trustee, the Securities
Administrator or the Owner Trustee incurs expenses after the occurrence of an
Event of Default with respect to the Issuing Entity, the expenses are intended
to constitute expenses of administration under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or similar
law.

     Section 6.08. Replacement of Indenture Trustee or Securities Administrator.
No resignation or removal of the Indenture Trustee or the Securities
Administrator and no appointment of a successor Indenture Trustee or Securities
Administrator shall become effective until the acceptance of appointment by the
successor Indenture Trustee or Securities Administrator pursuant to this Section
6.08. No termination of the Indenture Trustee or the Securities Administrator
without cause will be effective unless the costs, expenses, indemnities and
disbursements of such Indenture Trustee or Securities Administrator, as
applicable, have been reimbursed to the Indenture Trustee or Securities
Administrator, as applicable, in connection with such removal. The Indenture
Trustee or the Securities Administrator may resign at any time by so notifying
the Issuing Entity. The Holders of a majority of Note Balances of the Notes
(with the written consent of the NIMs Insurer, except after a NIMs Insurer
Default) may remove the Indenture Trustee or the Securities Administrator by so
notifying the Indenture Trustee or the Securities Administrator, as applicable,
and may appoint a successor Indenture Trustee or Securities Administrator. The
Issuing Entity shall remove the Indenture Trustee or the Securities
Administrator if:


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<PAGE>

          (i) the Indenture Trustee or the Securities Administrator fails to
     comply with Section 6.11;

          (ii) the Indenture Trustee or the Securities Administrator is adjudged
     a bankrupt or insolvent;

          (iii) a receiver or other public officer takes charge of the Indenture
     Trustee or the Securities Administrator or its property; or

          (iv) the Indenture Trustee or the Securities Administrator otherwise
     becomes incapable of acting.

     If the Indenture Trustee or the Securities Administrator resigns or is
removed or if a vacancy exists in the office of the Indenture Trustee or the
Securities Administrator for any reason (the Indenture Trustee in such event
being referred to herein as the retiring Indenture Trustee and the Securities
Administrator in such event being referred to herein as the retiring Securities
Administrator), the Issuing Entity shall promptly appoint a successor Indenture
Trustee or successor Securities Administrator. In addition, the Indenture
Trustee or the Securities Administrator will resign to avoid being directly or
indirectly controlled by the Issuing Entity.

     A successor Indenture Trustee or Securities Administrator shall deliver a
written acceptance of its appointment to the retiring Indenture Trustee or
Securities Administrator, as applicable, and to the Issuing Entity. Thereupon,
the resignation or removal of the retiring Indenture Trustee or Securities
Administrator shall become effective, and the successor Indenture Trustee or
Securities Administrator shall have all the rights, powers and duties of the
Indenture Trustee or Securities Administrator, as applicable, under this
Indenture. The successor Indenture Trustee or Securities Administrator shall
mail a notice of its succession to Noteholders, the Swap Counterparty and the
NIMs Insurer. The retiring Indenture Trustee or Securities Administrator shall
promptly transfer all property held by it as Indenture Trustee or Securities
Administrator to the successor Indenture Trustee or Securities Administrator, as
applicable.

     If a successor Indenture Trustee or Securities Administrator does not take
office within 60 days after the retiring Indenture Trustee or Securities
Administrator resigns or is removed, the retiring Indenture Trustee or
Securities Administrator, as applicable, the Issuing Entity or the Holders of a
majority of Note Balances of the Notes may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee or Securities
Administrator.

     If the Indenture Trustee fails to comply with Section 6.11, any Noteholder
may petition any court of competent jurisdiction for the removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee.

     Notwithstanding the replacement of the Indenture Trustee or Securities
Administrator pursuant to this Section, the Issuing Entity's obligations under
Section 6.07 shall continue for the benefit of the retiring Indenture Trustee or
Securities Administrator.

     Section 6.09. Successor Indenture Trustee or Securities Administrator by
Merger. If either the Indenture Trustee or the Securities Administrator
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another


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corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture Trustee or
Securities Administrator, as applicable; provided, that such corporation or
banking association shall be otherwise qualified and eligible under Section
6.11. The Indenture Trustee or the Securities Administrator, as applicable,
shall provide the Rating Agencies written notice of any such transaction after
the Closing Date.

     In case at the time such successor or successors by merger, conversion or
consolidation to the Securities Administrator shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Securities Administrator may adopt the
certificate of authentication of any predecessor trustee, and deliver such Notes
so authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Securities Administrator may authenticate
such Notes either in the name of any predecessor hereunder or in the name of the
successor to the Securities Administrator; and in all such cases such
certificates shall have the full force which it is anywhere in the Notes or in
this Indenture.

     Section 6.10. Appointment of Co-Indenture Trustee or Separate Indenture
Trustee.

     (a) Notwithstanding any other provisions of this Indenture, at any time,
for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the Trust Estate may at the time be located, the Indenture Trustee
shall have the power and may execute and deliver all instruments to appoint one
or more Persons to act as a co-trustee or co-trustees, or separate trustee or
separate trustees, of all or any part of the Trust Estate, and to vest in such
Person or Persons, in such capacity and for the benefit of the Noteholders and
the NIMs Insurer, such title to the Trust Estate, or any part thereof, and,
subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary
or desirable. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 6.11 and no
notice to Noteholders or the NIMs Insurer of the appointment of any co-trustee
or separate trustee shall be required under Section 6.08 hereof.

     (b) Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

          (i) all rights, powers, duties and obligations conferred or imposed
     upon the Indenture Trustee shall be conferred or imposed upon and exercised
     or performed by the Indenture Trustee and such separate trustee or
     co-trustee jointly (it being understood that such separate trustee or
     co-trustee is not authorized to act separately without the Indenture
     Trustee joining in such act), except to the extent that under any law of
     any jurisdiction in which any particular act or acts are to be performed
     the Indenture Trustee shall be incompetent or unqualified to perform such
     act or acts, in which event such rights, powers, duties and obligations
     (including the holding of title to the Trust Estate or any portion thereof
     in any such jurisdiction) shall be exercised and performed singly by such
     separate trustee or co-trustee, but solely at the direction of the
     Indenture Trustee;

          (ii) no trustee hereunder shall be personally liable by reason of any
     act or omission of any other trustee hereunder; and


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<PAGE>

          (iii) the Indenture Trustee may at any time accept the resignation of
     or remove any separate trustee or co-trustee.

     (c) Any notice, request or other writing given to the Indenture Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.

     (d) Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee, its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

     Section 6.11. Eligibility; Disqualification. The Indenture Trustee shall at
all times satisfy the requirements of TIA Section 310(a). Each of the Indenture
Trustee and the Securities Administrator shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition and it or its parent shall have a long-term debt rating of A
or better by S&P, A2 or better by Moody's and A or better by Fitch. The
Indenture Trustee shall comply with TIA Section 310(b), including the optional
provision permitted by the second sentence of TIA Section 310(b)(9); provided,
however, that there shall be excluded from the operation of TIA Section
310(b)(1) any indenture or indentures under which other securities of the
Issuing Entity are outstanding if the requirements for such exclusion set forth
in TIA Section 310(b)(1) are met.

     Section 6.12. Preferential Collection of Claims Against Issuing Entity. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

     Section 6.13. Representations and Warranties. Each of the Indenture Trustee
and the Securities Administrator hereby represents that:

     (a) It is a national banking association duly organized, validly existing
and in good standing under the laws of the United States.

     (b) The execution and delivery of this Indenture by it, and the performance
and compliance with the terms of this Indenture by it, will not violate its
articles of association or bylaws.


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     (c) It has the full power and authority to enter into and consummate all
transactions contemplated by this Indenture, has duly authorized the execution,
delivery and performance of this Indenture, and has duly executed and delivered
this Indenture.

     (d) This Indenture, assuming due authorization, execution and delivery by
the other parties thereto, constitutes a valid, legal and binding obligation of
it, enforceable against it in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, receivership, reorganization, moratorium and
other laws affecting the enforcement of creditors' rights generally, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.

     (e) Each of the Indenture Trustee and the Securities Administrator is a
"securities intermediary," as such term is defined in Section 8-102(a)(14)(B) of
the New York UCC, that in the ordinary course of its business maintains
"securities accounts" for others, as such term is used in Section 8-501 of the
New York UCC. The local law of jurisdiction of each of the Indenture Trustee and
the Securities Administrator as securities intermediary shall be the State of
New York.

     Section 6.14. Directions to Indenture Trustee and Securities Administrator.
The Indenture Trustee and the Securities Administrator are hereby directed:

     (a) In the case of the Indenture Trustee, to accept the grant of a security
interest in the Trust Estate and hold the assets of the Trust in trust for the
Noteholders;

     (b) In the case of the Securities Administrator, to authenticate and
deliver the Notes substantially in the form prescribed by Exhibits A-1, A-2 and
A-3 in accordance with the terms of this Indenture;

     (c) to take all other actions as shall be required to be taken by the terms
of this Indenture; and

     (d) In the case of the Securities Administrator (including any successors
and assigns), to be the Supplemental Interest Trust Trustee.

     Section 6.15. Compliance with Withholding-Requirements. Notwithstanding any
other provision of this Indenture, the Securities Administrator shall comply
with all federal withholding requirements respecting payments to Noteholders of
interest that the Securities Administrator reasonably believes are applicable
under the Code. The consent of Noteholders shall not be required for such
withholding.

                                  ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

     Section 7.01. Issuing Entity to Furnish Securities Administrator Names and
Addresses of Noteholders. The Issuing Entity will furnish or cause to be
furnished to the Securities Administrator (a) not more than five days after each
Record Date, a list, in such form as the Securities Administrator may reasonably
require, of the names and addresses of the Noteholders


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<PAGE>

as of such Record Date and, (b) at such other times as the Securities
Administrator may request in writing, within 30 days after receipt by the
Issuing Entity of any such request, a list of similar form and content as of a
date not more than 10 days prior to the time such list is furnished; provided,
however, that so long as the Securities Administrator is the Note Registrar, no
such list shall be required to be furnished.

     Section 7.02. Preservation of Information; Communications to Noteholders.

     (a) The Securities Administrator shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Noteholders contained in
the most recent list furnished to the Securities Administrator as provided in
Section 7.01 and the names and addresses of Noteholders received by the
Securities Administrator in its capacity as Note Registrar. The Securities
Administrator may destroy any list furnished to it as provided in such Section
7.01 upon receipt of a new list so furnished.

     (b) Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or under the
Notes.

     (c) The Issuing Entity, the Indenture Trustee, the Securities Administrator
and the Note Registrar shall have the protection of TIA Section 312(c).

     Section 7.03. Reports by Issuing Entity.

     (a) The Issuing Entity shall:

          (i) file with the Securities Administrator, within 15 days after the
     Issuing Entity is required to file the same with the Commission, copies of
     the annual reports and the information, documents and other reports (or
     copies of such portions of any of the foregoing as the Commission may from
     time to time by rules and regulations prescribe) that the Issuing Entity
     may be required to file with the Commission pursuant to Section 13 or 15(d)
     of the Exchange Act;

          (ii) file with the Securities Administrator, and the Commission in
     accordance with rules and regulations prescribed from time to time by the
     Commission such additional information, documents and reports with respect
     to compliance by the Issuing Entity with the conditions and covenants of
     this Indenture as may be required from time to time by such rules and
     regulations; and

          (iii) supply to the Securities Administrator (and the Securities
     Administrator shall transmit by mail to all Noteholders described in TIA
     Section 313(c) such summaries of any information, documents and reports
     required to be filed by the Issuing Entity pursuant to clauses (i) and (ii)
     of this Section 7.03(a) and by rules and regulations prescribed from time
     to time by the Commission.

     (b) Unless the Issuing Entity otherwise determines, the fiscal year of the
Issuing Entity shall end on December 31 of each year.


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<PAGE>

     Section 7.04. Reports by Securities Administrator. If required by TIA
Section 313(a), within 60 days after each January 1 beginning with January 1,
2008, the Indenture Trustee shall mail to each Noteholder and the NIMs Insurer
as required by TIA Section 313(c) a brief report dated as of such date that
complies with TIA Section 313(a).

     The Issuing Entity shall notify the Securities Administrator, the NIMs
Insurer and the Indenture Trustee in writing if and when the Notes are listed on
any stock exchange. A copy of each report at the time of its mailing to
Noteholders shall be filed by the Securities Administrator with the Commission
and each stock exchange, if any, on which the Notes are listed (to the extent
the Securities Administrator has been notified by the Issuing Entity of such
listing).

     Section 7.05. Payments to the Owner Trustee. The Owner Trustee shall have a
lien on the Owner Trust Estate for amounts owing hereunder. Any amounts paid to
the Owner Trustee pursuant to this Article VII shall be deemed not to be a part
of the Owner Trust Estate immediately after such payment.

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

     Section 8.01. Collection of Money. Except as otherwise expressly provided
herein, the Securities Administrator may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Securities Administrator pursuant to this Indenture. The
Securities Administrator shall apply all such money received by it as provided
in this Indenture. Except as otherwise expressly provided in this Indenture, if
any default occurs in the making of any payment or performance under any
agreement or instrument that is part of the Trust Estate, the Indenture Trustee
may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
Proceedings. Any such action shall be without prejudice to any right to claim a
Default or Event of Default under this Indenture and any right to proceed
thereafter as provided in Article V.

     Section 8.02. Trust Accounts.

     (a) On or prior to the Closing Date, the Securities Administrator shall
establish and maintain, in the name of the Securities Administrator, for the
benefit of the Noteholders and the Certificate Paying Agent, on behalf of the
Certificateholder, the Payment Account as provided in the Mortgage Loan
Servicing Agreement.

     (b) All monies deposited from time to time in the Payment Account pursuant
to the Mortgage Loan Servicing Agreement and all deposits therein pursuant to
this Indenture are for the benefit of the Noteholders and the Certificate Paying
Agent, on behalf of the Certificateholders.

     (c) On each Payment Date, the Securities Administrator shall distribute all
amounts on deposit in the Payment Account, other than any income earned on such
account) to Noteholders in respect of the Notes and in its capacity as
Certificate Paying Agent to the


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<PAGE>

Certificateholders in the order of priority set forth in Section 3.06 (except as
otherwise provided in Section 5.04(b)) and otherwise in accordance with
provisions of such Sections.

     Section 8.03. Officer's Certificate. The Indenture Trustee shall receive at
least seven days notice when requested by the Issuing Entity to take any action
pursuant to Section 8.05(a), accompanied by copies of any instruments to be
executed, and the Indenture Trustee shall also require, as a condition to such
action, an Opinion of Counsel, in form and substance satisfactory to the
Indenture Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with.

     Section 8.04. Termination Upon Payment to Noteholders. This Indenture and
the respective obligations and responsibilities of the Issuing Entity and the
Indenture Trustee and the Securities Administrator created hereby shall
terminate upon the payment to the Noteholders, the Certificate Paying Agent (on
behalf of the Owner Trustee), the Certificateholders, the Indenture Trustee and
the Securities Administrator of all amounts required to be distributed pursuant
to Article III; provided, however, that in no event shall the trust created
hereby continue beyond the expiration of 21 years from the death of the survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James's, living on the date hereof.

     Section 8.05. Release of Trust Estate.

     (a) Subject to the payment of its fees and expenses and the fees and the
expenses of the Securities Administrator, the Indenture Trustee may, and when
required by the provisions of this Indenture shall, execute instruments to
release property from the lien of this Indenture, or convey the Indenture
Trustee's interest in the same, in a manner and under circumstances that are not
inconsistent with the provisions of this Indenture. No party relying upon an
instrument executed by the Indenture Trustee as provided in Article VIII
hereunder shall be bound to ascertain the Indenture Trustee's authority, inquire
into the satisfaction of any conditions precedent, or see to the application of
any monies.

     (b) The Indenture Trustee shall, at such time as (i) there are no Notes
Outstanding and (ii) all sums due the Indenture Trustee and the Securities
Administrator pursuant to this Indenture have been paid, release any remaining
portion of the Trust Estate that secured the Notes from the lien of this
Indenture.

     Section 8.06. Surrender of Notes Upon Final Payment. By acceptance of any
Note, the Holder thereof agrees to surrender such Note to the Securities
Administrator promptly, prior to such Noteholder's receipt of the final payment
thereon.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

     Section 9.01. Supplemental Indentures Without Consent of Noteholders.

     (a) Without the consent of any Noteholders or the NIMs Insurer but with
prior notice to the Rating Agencies, the Issuing Entity, the Indenture Trustee
and the Securities


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<PAGE>

Administrator, when authorized by an Issuing Entity Request, at any time and
from time to time, may enter into one or more indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act as in force at
the date of the execution thereof), in form satisfactory to the Indenture
Trustee and the Securities Administrator, for any of the following purposes:

          (i) to correct or amplify the description of any property at any time
     subject to the lien of this Indenture, or better to assure, convey and
     confirm unto the Indenture Trustee any property subject or required to be
     subjected to the lien of this Indenture, or to subject to the lien of this
     Indenture additional property;

          (ii) to evidence the succession, in compliance with the applicable
     provisions hereof, of another person to the Issuing Entity, and the
     assumption by any such successor of the covenants of the Issuing Entity
     herein and in the Notes contained;

          (iii) to add to the covenants of the Issuing Entity, for the benefit
     of the Noteholders, or to surrender any right or power herein conferred
     upon the Issuing Entity;

          (iv) to convey, transfer, assign, mortgage or pledge any property to
     or with the Indenture Trustee;

          (v) to cure any ambiguity, to correct or supplement any provision
     herein, in any supplemental indenture or in any other Operative Document
     that may be inconsistent with any other provision herein, in any
     supplemental indenture or in any other Operative Document;

          (vi) to make any other provisions with respect to matters or questions
     arising under this Indenture, in any supplemental indenture or in any other
     Operative Document; provided, that such action shall not materially and
     adversely affect the interests of the Noteholders or the NIMs Insurer;

          (vii) to evidence and provide for the acceptance of the appointment
     hereunder by a successor trustee with respect to the Notes and to add to or
     change any of the provisions of this Indenture as shall be necessary to
     facilitate the administration of the trusts hereunder by more than one
     trustee, pursuant to the requirements of Article VI; or

          (viii) to modify, eliminate or add to the provisions of this Indenture
     to such extent as shall be necessary to effect the qualification of this
     Indenture under the TIA or under any similar federal statute hereafter
     enacted and to add to this Indenture such other provisions as may be
     expressly required by the TIA;

provided, however, that no such indenture supplements shall be entered into
unless the Indenture Trustee and the Securities Administrator shall have
received an Opinion of Counsel that entering into such indenture supplement is
permitted hereunder and will not (A) have any material adverse tax consequences
to the Noteholders, including endangering the status of any REMIC created
hereunder as a REMIC or resulting in the imposition of a tax upon any such REMIC
and (B) adversely affect in any material respect the interests of the
Noteholders, the NIMs Insurer or the Certificateholders.


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<PAGE>

     Each of the Indenture Trustee and the Securities Administrator is hereby
authorized to join in the execution of any such supplemental indenture and to
make any further appropriate agreements and stipulations that may be therein
contained.

     (b) The Issuing Entity and the Indenture Trustee and the Securities
Administrator, when authorized by an Issuing Entity Request, may, also without
the consent of any of the Noteholders or the NIMs Insurer but with prior notice
to the Rating Agencies, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Noteholders or the NIMs Insurer under this Indenture;
provided, however, that such action shall, as evidence by an Opinion of Counsel,
be permitted hereunder and shall not, as evidenced by such Opinion of Counsel,
(i) adversely affect in any material respect the interests of any Noteholder or
the NIMs Insurer or (ii) endanger the status of any REMIC created hereunder as a
REMIC or result in the imposition of a tax upon any such REMIC. Further, the
Issuing Entity, the Securities Administrator and the Indenture Trustee may,
without the consent of any of the Noteholders or the NIMs Insurer, enter into an
indenture or indentures supplemental hereto for the purpose, as evidenced by an
Opinion of Counsel, of preserving the status of any REMIC created hereunder as a
REMIC or avoiding the imposition of any tax upon any such REMIC.

     (c) The Issuing Entity, the Securities Administrator and the Indenture
Trustee shall, as directed by the Holders of not less than 100% of the
Certificate Percentage Interests and with written consent of the NIMs Insurer,
enter into an indenture or indentures supplemental hereto for the purpose of
providing for the issuance of one or more additional Classes of Notes entitled
to payments derived solely from all or a portion of the payments to which the
Certificates issued on the Closing Date pursuant to the Trust Agreement are
entitled; provided, however, that such action shall as evidenced by an Opinion
of Counsel, be permitted hereunder and shall not as evidenced by an Opinion of
Counsel, (i) adversely affect in any material respect the interests of any
existing Noteholder or the NIMs Insurer or (ii) endanger the status of any REMIC
created hereunder as a REMIC or result in the imposition of a tax upon any such
REMIC. Each such Class of Notes shall be a non-recourse obligation of the
Issuing Entity and shall be entitled to interest and principal in such amounts,
and to such security for the repayment thereof, as shall be specified in such
amendment or amendments. Promptly after the execution by the Issuing Entity, the
Securities Administrator and the Indenture Trustee of any amendments pursuant to
this Section or the creation of a new Indenture and the issuance of the related
Class or Classes of Notes, the Issuing Entity shall require the Securities
Administrator to give notice to the Noteholders, the NIMs Insurer and the Rating
Agencies setting forth in general terms the substance of the provisions of such
amendment. Any failure of the Securities Administrator to provide such notice as
is required under this paragraph, or any defect therein, shall not, however, in
any way impair or affect the validity of such amendment or any Class of Notes
issued pursuant thereto.

     Section 9.02. Supplemental Indentures With Consent of Noteholders or the
NIMs Insurer. The Issuing Entity, the Indenture Trustee and the Securities
Administrator, when authorized by an Issuing Entity Request, also may, with
prior notice to the Rating Agencies and with the consent of the Holders of not
less than a majority of the Voting Rights of the Notes


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<PAGE>

affected thereby and the NIMs Insurer, by Act of Noteholders delivered to the
Issuing Entity and the Indenture Trustee and the Securities Administrator, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
Holders of the Notes under this Indenture or the NIMs Insurer; provided however,
that no such supplemental indenture shall, without the consent of each
Noteholder of each Note affected thereby and the NIMs Insurer:

     (a) change the date of payment of any installment of principal of or
interest on any Note, or reduce the principal amount thereof or the interest
rate thereon, change the provisions of this Indenture relating to the
application of collections on, or the proceeds of the sale of, the Trust Estate
to payment of principal of or interest on the Notes, or change any place of
payment where, or the coin or currency in which, any Note or the interest
thereon is payable, or impair the right to institute suit for the enforcement of
the provisions of this Indenture requiring the application of funds available
therefor, as provided in Article V, to the payment of any such amount due on the
Notes on or after the respective due dates thereof;

     (b) reduce the percentage of the Note Balances of the Notes, the consent of
the Holders of which is required for any such supplemental indenture, or the
consent of the Holders of which is required for any waiver of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences provided for in this Indenture;

     (c) modify or alter the provisions of the exception in the definition of
the term "Outstanding"

     (d) reduce the percentage of the Note Balances of the Notes required to
direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate
the Trust Estate pursuant to Section 5.04;

     (e) modify any provision of this Section 9.02 except to increase any
percentage specified herein or to provide that certain additional provisions of
this Indenture or the Operative Documents cannot be modified or waived without
the consent of each Noteholder affected thereby;

     (f) modify any of the provisions of this Indenture in such manner as to
affect the calculation of the amount of any payment of interest or principal due
on any Note on any Payment Date (including the calculation of any of the
individual components of such calculation); or

     (g) permit the creation of any lien ranking prior to or on a parity with
the lien of this Indenture with respect to any part of the Trust Estate or,
except as otherwise permitted or contemplated herein, terminate the lien of this
Indenture on any property at any time subject hereto or deprive any Noteholder
of the security provided by the lien of this Indenture;

     provided, further, that such supplemental indenture shall not, as evidenced
by an Opinion of Counsel, endanger the status of any REMIC created hereunder as
a REMIC or result in the imposition of a tax upon any such REMIC.


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<PAGE>

     The Securities Administrator may rely on an Opinion of Counsel (which shall
not be at the expense of the Securities Administrator) as to whether any Notes
will be affected by any Supplemental Indenture.

     It shall not be necessary for any Act of Noteholders under this Section
9.02 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.

     Promptly after the execution by the Issuing Entity, the Indenture Trustee
and the Securities Administrator of any supplemental indenture pursuant to this
Section 9.02, the Securities Administrator shall mail to Noteholders to which
such amendment or supplemental indenture relates a notice setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Securities Administrator to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

     Section 9.03. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, each of the Indenture Trustee and the Securities
Administrator shall be entitled to receive, and subject to Sections 6.01 and
6.02, shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. Each of the Indenture Trustee and the Securities Administrator
may, but shall not be obligated to, enter into any such supplemental indenture
that affects the Indenture Trustee's or the Securities Administrator's own
rights, duties, liabilities or immunities under this Indenture or otherwise.

     Section 9.04. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and shall be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations of
rights, obligations, duties, liabilities and immunities under this Indenture of
the Indenture Trustee, the Securities Administrator, the Issuing Entity, the
NIMs Insurer and the Noteholders shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

     Section 9.05. Conformity with Trust Indenture Act. Every amendment of this
Indenture and every supplemental indenture executed pursuant to this Article IX
shall conform to the requirements of the Trust Indenture Act as then in effect
so long as this Indenture shall then be qualified under the Trust Indenture Act.

     Section 9.06. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee or the
Securities Administrator shall, bear a notation in form approved by the
Indenture Trustee and the Securities Administrator as to any matter provided for
in such supplemental indenture. If the Issuing Entity, the Indenture Trustee or
the Securities Administrator shall so determine, new Notes so modified as to
conform, in the opinion of the Indenture Trustee, the Securities Administrator
and the Issuing Entity, to any such supplemental


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<PAGE>

indenture may be prepared and executed by the Issuing Entity and authenticated
and delivered by the Securities Administrator in exchange for Outstanding Notes

     Section 9.07. Supplemental Indentures Affecting the Master Servicer, the
Servicers and the Swap Counterparty. Notwithstanding any other provision of this
Article IX, no supplemental indenture shall be executed that would materially
and adversely affect the interests of the Master Servicer and the Servicers
described under Sections 3.23 or 11.18 hereunder or in Appendix A without the
consent of the Master Servicer and the Servicers. Notwithstanding any other
provision of this Article IX, no supplemental indenture shall be executed that
would materially and adversely affect the interests of the Swap Counterparty
described hereunder or in the Swap Agreement without first obtaining the consent
of the Swap Counterparty.

                                   ARTICLE X

                                  TAX MATTERS

     Section 10.01. REMIC Provisions.

     (a) The REMIC Administrator shall make an appropriate election to treat
each of the Upper Tier REMIC, the Lower Tier REMIC and the SWAP REMIC as a REMIC
in accordance with Section 2.06 of the Trust Agreement. Such election will be
made on Form 1066 or other appropriate federal tax or information return
(including Form 8811) or any appropriate state return for the taxable year
ending on the last day of the calendar year in which the Securities are issued.

     The Preliminary Statement sets forth the designations and "latest possible
maturity date" for federal income tax purposes of all interests created hereby.
The REMIC Administrator and the Indenture Trustee shall not permit the creation
of any "interests" (within the meaning of Section 860G of the Code) in any REMIC
created hereunder other than the "regular interests" and "residual interests" so
designated. Each REMIC's fiscal year shall be the calendar year. For purposes of
such designations, the interest rate of any regular interest that is computed by
taking into account the weighted average of the Net Mortgage Rates of the
Mortgage Loans shall be reduced to take into account any expense paid by the
Issuing Entity to the extent that (i) such expense was not taken into account in
computing the Net Mortgage Rate of any Mortgage Loan, (ii) such expense does not
constitute an "unanticipated expense" of a REMIC within the meaning of Treasury
Regulation Section 1.860G-1(b)(3)(ii) and (iii) the amount of such expense was
not taken into account in computing the interest rate of a more junior class of
regular interests.

     The SWAP REMIC shall consist of all of the assets of the Issuing Entity as
well as Excluded Amounts, other than (i) amounts distributable to the Class P
Certificates, (ii) the interests issued by the SWAP REMIC and the interests
issued by the Lower Tier REMIC, (iii) the grantor trusts described in this
Section 10.01 and (iv) the Swap Agreement, the Swap Account, the Corridor
Contract, the Corridor Contract Account and the Supplemental Interest Trust. The
SWAP REMIC shall issue the SWAP REMIC Regular Interests, which shall be
designated as regular interests of such REMIC, and shall issue the Class G
Certificate, which shall be designated as the sole class of residual interest in
the SWAP REMIC. Each of the


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SWAP REMIC Regular Interests shall have the characteristics set forth in the
Preliminary Statement and this Section 10.01.

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

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

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

     (b) The Closing Date is hereby designated as the "Startup Day" of each
REMIC designated in clause (a) above, within the meaning of Section 860G(a)(9)
of the Code.

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

     (d) It is intended that each of the REMICs provided for herein shall
constitute, and that the affairs of the Issuing Entity shall be conducted so as
to allow each such REMIC to qualify as, a "real estate mortgage investment
conduit" as defined in and in accordance with the REMIC Provisions. It is also
intended that each of the grantor trusts provided for in this Section 10.01
shall constitute, and that the affairs of the Issuing Entity shall be conducted
so as to allow each such grantor trust to qualify as, a grantor trust under the
provisions of Subpart E, Part I of Subchapter J of the Code. In furtherance of
such intention, the REMIC Administrator covenants and agrees that it shall act
as agent (and the REMIC Administrator is hereby appointed to act as agent) on
behalf of each of the REMICs provided for herein and that in such capacity it
shall: (a)


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prepare and file, or cause to be prepared and filed, in a timely manner, a U.S.
Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066 or any
successor form adopted by the Internal Revenue Service) and prepare and file or
cause to be prepared and filed with the Internal Revenue Service and applicable
state or local tax authorities income tax or information returns for each
taxable year with respect to each of the REMICs and grantor trusts provided for
herein, containing such information and at the times and in the manner as may be
required by the Code or state or local tax laws, regulations, or rules, and
furnish or cause to be furnished to Securityholders the schedules, statements or
information at such times and in such manner as may be required thereby; (b)
make or cause to be made elections, on behalf of each of the REMICs provided for
herein to be treated as a REMIC on the federal tax return of such REMICs for
their first taxable years (and, if necessary, under applicable state law); (c)
prepare and forward, or cause to be prepared and forwarded, to the
Securityholders and to the Internal Revenue Service and, if necessary, state tax
authorities, all information returns and reports as and when required to be
provided to them in accordance with the REMIC Provisions or other applicable
law, including without limitation, the calculation of any original issue
discount using the percentage of the Prepayment Assumption used in pricing the
Securities; (d) provide information necessary for the computation of tax imposed
on the transfer of a Class G or Class R Certificate to a Person that is not a
Permitted Transferee, or an agent (including a broker, nominee or other
middleman) of a Person that is not a Permitted Transferee, or a pass through
entity in which a Person that is not a Permitted Transferee is the record holder
of an interest (the reasonable cost of computing and furnishing such information
may be charged to the Person liable for such tax); (e) to the extent that they
are under its control conduct the affairs of each of the REMICs and grantor
trusts provided for herein at all times that any Securities are outstanding so
as to maintain the status of each of the REMICs provided for herein as a REMIC
under the REMIC Provisions and the status of each of the grantor trusts provided
for herein as a grantor trust under Subpart E, Part I of Subchapter J of the
Code; (f) not knowingly or intentionally take any action or omit to take any
action that would cause the termination of the REMIC status of any of the REMICs
provided for herein or result in the imposition of tax upon any such REMIC; (g)
not knowingly or intentionally take any action or omit to take any action that
would cause the termination of the grantor trust status under Subpart E, Part I
of Subchapter J of the Code of any of the grantor trusts provided for herein or
result in the imposition of tax upon any such grantor trust; (h) pay, from the
sources specified in Section 10.01(g), the amount of any federal, state and
local taxes, including prohibited transaction taxes as described below, imposed
on each of the REMICs provided for herein prior to the termination of the
Issuing Entity when and as the same shall be due and payable (but such
obligation shall not prevent the REMIC Administrator or any other appropriate
Person from contesting any such tax in appropriate proceedings and shall not
prevent the REMIC Administrator from withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings); (i) sign or cause to
be signed federal, state or local income tax or information returns; (j)
maintain records relating to each of the REMICs provided for herein, including
but not limited to the income, expenses, assets and liabilities of each of the
REMICs and grantor trusts provided for herein; and (k) as and when necessary and
appropriate, represent each of the REMICs provided for herein in any
administrative or judicial proceedings relating to an examination or audit by
any governmental taxing authority, request an administrative adjustment as to
any taxable year of any of the REMICs provided for herein, enter into settlement
agreements with any governmental taxing agency, extend any statute of
limitations relating to any tax item of any of the REMICs provided for herein,
and otherwise act


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on behalf of each of the REMICs provided for herein in relation to any tax
matter involving any of such REMICs or any controversy involving the Issuing
Entity.

     (e) [Reserved].

     (f) Each Servicer and the REMIC Administrator shall take such actions and
shall cause each REMIC created hereunder to take such actions as are reasonably
within each Servicer's or the REMIC Administrator's control and the scope of its
duties more specifically set forth herein as shall be necessary or desirable to
maintain the status of each REMIC as a REMIC under the REMIC Provisions (and the
Indenture Trustee and the Securities Administrator shall assist each Servicer
and the REMIC Administrator, to the extent reasonably requested by each Servicer
and the REMIC Administrator to do so). Each Servicer and the REMIC Administrator
shall not knowingly or intentionally take any action, cause the Trust Estate to
take any action or fail to take (or fail to cause to be taken) any action
reasonably within their respective control that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of any
portion of any of the REMICs as a REMIC or (ii) result in the imposition of a
tax upon any of the REMICs (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) (either such
event, in the absence of an Opinion of Counsel or the indemnification referred
to in this sentence, an "Adverse REMIC Event") unless each Servicer or the REMIC
Administrator, as applicable, has received an Opinion of Counsel (at the expense
of the party seeking to take such action or, if such party fails to pay such
expense, and each Servicer or the REMIC Administrator, as applicable, determines
that taking such action is in the best interest of the Trust Estate and the
Noteholders and the Certificateholders, at the expense of the Trust Estate, but
in no event at the expense of each Servicer, the REMIC Administrator, the Owner
Trustee or the Indenture Trustee) to the effect that the contemplated action
will not, with respect to each REMIC created hereunder, endanger such status or,
unless each Servicer, the REMIC Administrator or both, as applicable, determine
in its or their sole discretion to indemnify the Trust Estate against the
imposition of such a tax, result in the imposition of such a tax. Wherever in
this Agreement a contemplated action may not be taken because the timing of such
action might result in the imposition of a tax on the Trust Estate, or may only
be taken pursuant to an Opinion of Counsel that such action would not impose a
tax on the Trust Estate, such action may nonetheless be taken provided that the
indemnity given in the preceding sentence with respect to any taxes that might
be imposed on the Trust Estate has been given and that all other preconditions
to the taking of such action have been satisfied. Neither the Indenture Trustee
nor the Securities Administrator shall take or fail to take any action (whether
or not authorized hereunder) as to which each Servicer or the REMIC
Administrator, as applicable, has advised it in writing that it has received an
Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. In addition, prior to taking any action with respect to
any of the REMICs created hereunder or any related assets thereof, or causing
any of the REMICs to take any action, which is not expressly permitted or
authorized under the terms of this Agreement, the Indenture Trustee and the
Securities Administrator will consult with each Servicer or the REMIC
Administrator, as applicable, or its designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event to occur with respect to
any of the REMICs, and neither the Indenture Trustee nor the Securities
Administrator shall take any such action or cause any REMIC to take any such
action as to which each Servicer or the REMIC Administrator, as applicable, has
advised it in writing that an Adverse REMIC Event could


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occur. Each Servicer or the REMIC Administrator, as applicable, may consult with
counsel to make such written advice, and the cost of same shall be borne by the
party seeking to take the action not expressly permitted by this Agreement, but
in no event at the expense of each Servicer or the REMIC Administrator. At all
times as may be required by the Code, each Servicer, the Securities
Administrator and the Indenture Trustee will to the extent within its control
and the scope of its duties more specifically set forth herein, maintain
substantially all of the assets of each REMIC created hereunder as "qualified
mortgages" as defined in Section 860G(a)(3) of the Code and "permitted
investments" as defined in Section 860G(a)(5) of the Code.

     (g) In the event that any tax is imposed on "prohibited transactions" of
any of the REMICs created hereunder as defined in Section 860F(a)(2) of the
Code, on "net income from foreclosure property" of any of the REMICs as defined
in Section 860G(c) of the Code, on any contributions to any of the REMICs after
the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other
tax is imposed by the Code or any applicable provisions of state or local tax
laws, such tax shall be charged (i) to each Servicer, if such tax arises out of
or results from a breach by each Servicer of any of its obligations under this
Agreement or the applicable Servicing Agreement or each Servicer has in its sole
discretion determined to indemnify the Trust Estate against such tax, (ii) to
the Indenture Trustee, if such tax arises out of or results from a breach by the
Indenture Trustee of any of its obligations under this Agreement, (iii) to the
Securities Administrator, if such tax arises out of or results from a breach by
the Securities Administrator of any of its obligations under this Agreement or
(iv) otherwise against amounts on deposit in the Payment Account and on the
Payment Date(s) following such reimbursement the aggregate of such taxes shall
be allocated in reduction of the accrued interest due on each Class entitled
thereto on a pro rata basis.

     (h) The Securities Administrator and each Servicer shall, for federal
income tax purposes, maintain books and records with respect to each REMIC
created hereunder on a calendar year and on an accrual basis or as otherwise may
be required by the REMIC Provisions.

     (i) Following the Startup Day, neither the Servicers, the Securities
Administrator nor the Indenture Trustee shall accept any contributions of assets
to any of the REMICs created hereunder unless the Servicers, the Securities
Administrator and the Indenture Trustee shall have received an Opinion of
Counsel (at the expense of the party seeking to make such contribution) to the
effect that the inclusion of such assets in such REMIC will not cause any of the
REMICs to fail to qualify as a REMIC at any time that any Securities are
outstanding or subject any of the REMICs to any tax under the REMIC Provisions
or other applicable provisions of federal, state and local law or ordinances.

     (j) Neither the Servicers nor the Securities Administrator shall enter into
any arrangement by which any of the REMICs created hereunder will receive a fee
or other compensation for services nor permit any of the REMICs to receive any
income from assets other than "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.

     (k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" by which the Class Principal
Balance of each


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<PAGE>

Class of Notes representing a regular interest in the applicable REMIC is the
Final Maturity Date.

     (l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for each REMIC created hereunder and shall
update such information at the time or times in the manner required by the Code.

     (m) The Securities Administrator will apply for an employer identification
number from the Internal Revenue Service on a Form SS-4 or any other acceptable
method for all tax entities.

     (n) (i) It is intended that the rights of each Class of Notes and the Class
R Certificates to receive payments in respect of Excess Interest shall be
treated as a right in interest rate cap contracts written by the Class C
Certificateholders in favor of the holders of each Class of Notes and the Class
R Certificates and such shall be accounted for as property held separate and
apart from the regular interests in the Upper Tier REMIC held by the holders of
the Notes and the residual interest in the Upper Tier REMIC held by the holder
of the Class R Certificates. For information reporting requirements, the rights
of the Notes and the Class R Certificates to receive payments in respect of
Excess Interest shall be assumed to have zero or a de minimis value. This
provision is intended to satisfy the requirements of Treasury Regulations
Section 1.860G-2(i) for the treatment of property rights coupled with REMIC
interests to be separately respected and shall be interpreted consistently with
such regulation. On each Payment Date, to the extent that any of the Notes or
Class R Certificates receive payments in respect of Excess Interest, such
amounts, to the extent not derived from payments on the Swap Agreement, will be
treated as distributed by the Upper Tier REMIC to the Class C Certificates pro
rata in payment of the amounts specified in Section 3.06(II)(c)(17) and then
paid to the relevant Class of Notes or Certificates pursuant to the related
interest rate cap agreement.

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


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<PAGE>

     (o) The parties intend that the portion of the Issuing Entity consisting of
the Uncertificated Class C Interest, the uncertificated Class UT-IO Interest,
the rights to receive payments deemed made by the Notes and Class R Certificates
in respect of notional principal contracts described in Section 10.01(n)(ii),
the Swap Account, the Swap Agreement, the Corridor Contract, the Corridor
Contract Account, the Supplemental Interest Trust and the obligation of the
holders of the Class C Certificates to pay amounts in respect of Excess Interest
to the holders of the Notes and the Class R Certificates shall be treated as a
"grantor trust" under the Code, for the benefit of the holders of the Class C
Certificates, and the provisions hereof shall be interpreted consistently with
this intention. In furtherance of such intention, the REMIC Administrator shall
(i) furnish or cause to be furnished to the holders of the Class C Certificates
information regarding their allocable share, if any, of the income with respect
to such grantor trust, (ii) file or cause to be filed with the Internal Revenue
Service Form 1041 (together with any necessary attachments) and such other forms
as may be applicable; (iii) comply with such information reporting obligations
with respect to payments from such grantor trust to the holders of the Notes and
Class R Certificates as may be applicable under the Code and (iv) provide, upon
applying for and receiving the tax identification number for the grantor trust
from the IRS, a properly completed Form W-9 on behalf of such grantor trust to
the Swap Counterparty and Corridor Contract Counterparty.

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

     (q) The parties intend that amounts paid to the Swap Counterparty under the
Swap Agreement shall be deemed for federal income tax purposes to be paid by the
Class C Certificates first, out of funds deemed received in respect of the Class
UT-IO Interest, second, out of funds deemed received in respect of the
Uncertificated Class C Interest and third, out of funds deemed received in
respect of notional principal contracts described in Section 10.01(n)(ii), and
the provisions hereof shall be interpreted consistently with this intention. On
each Payment Date, to the extent that amounts paid to the Swap Counterparty are
deemed paid out of funds received in respect of the Uncertificated Class C
Interest, such amounts will be treated as distributed by the Upper Tier REMIC to
the Class C Certificates pro rata in payment of the amounts specified in Section
3.06(II)(c)(17) and then paid to the Swap Counterparty pursuant to the Swap
Agreement.

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

     Section 10.02. REMIC Distributions.


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     On each Payment Date, amounts on deposit in the Payment Account shall be
treated for federal income tax purposes as applied to distributions on the
interests in each of the SWAP REMIC and the Lower Tier REMIC in an amount
sufficient to make the distributions on the respective Securities on such
Payment Date in accordance with the provisions of Section 3.06.

     All payments of principal and interest at the Net Mortgage Rate on each of
the Mortgage Loans and Excluded Amounts (other than amounts distributable to the
Class P Certificates and other than amounts reinvested in draws on HELOCs)
received by the SWAP REMIC with respect to the Mortgage Loans and Excluded
Amounts shall be paid to the SWAP REMIC Regular Interests and the Class G
Certificates until the principal balance of all such interests have been reduced
to zero and any losses allocated to such interests have been reimbursed. Any
available funds remaining in the SWAP REMIC on a Payment Date after such
distributions to the SWAP REMIC Regular Interests and the Class G Certificates
shall be distributed to the Class G Certificates. On each Payment Date, the
Securities Administrator shall distribute the aggregate Interest Funds (net of
expenses (other than any Net Swap Payment or Swap Termination Payment made to
the Swap Counterparty) and payments to the Class P Certificates) as well as
interest received with respect to Excluded Amounts with respect to each of the
SWAP REMIC Regular Interests and the Class G Certificates based on the interest
rates for each such SWAP REMIC Regular Interest and Class G Certificates. On
each Payment Date, the Securities Administrator shall distribute (i) principal
received with respect to Excluded Amounts to the Class G Certificates and (ii)
the aggregate Principal Funds (net of amounts reinvested in draws on HELOCs) in
the following order: (A) to the Class G Certificates up to an amount equal to
the Additional Balance Advance Amount, (B) to the Class SW-Z Interest until its
principal balance is reduced to zero and (C) sequentially to each of the other
SWAP REMIC Regular Interests in ascending order of their numerical class
designation, in equal amounts to each such class in such numerical designation,
until the principal balance of each such class is reduced to zero. All losses
(other than those with respect to Excluded Amounts) shall be allocated among the
SWAP REMIC Regular Interests in the same manner that principal distributions are
allocated. Subsequent Recoveries and loss reimbursements (other than those with
respect to Excluded Amounts) shall be allocated among the SWAP REMIC Regular
Interests in the reverse fashion from the manner in which losses are allocated.

     All payments received by the Lower Tier REMIC with respect to the SWAP
REMIC Regular Interests shall be paid to the Lower Tier REMIC Regular Interests
until the principal balance of all such interests have been reduced to zero and
any losses allocated to such interests have been reimbursed. Any excess amounts
shall be distributed to the Class LTR Interest. On each Payment Date, an amount
equal to 50% of the increase in the Overcollateralization Amount shall be
payable as a reduction of the principal amounts of the Lower Tier REMIC Marker
Interests (with such amount allocated among the Lower Tier REMIC Marker
Interests so that each Lower Tier REMIC Marker Interest will have its principal
reduced by an amount equal to 50% of any increase in the Overcollateralization
Amount that results in a reduction in the principal balance of its Corresponding
Notes) and will be accrued and added to the principal balance of the Class LTX
Interest. All payments of scheduled principal and prepayments of principal on
the Mortgage Loans (other than amounts reinvested in draws on HELOCs and other
than amounts distributed to the Class G Certificates) shall be allocated 50% to
the Class LTX Interest and 50% to the Lower Tier REMIC Marker Interests (with
principal payments allocated to each of the Lower Tier REMIC Marker Interests in
an amount equal to 50% of the principal


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amounts distributed to the Corresponding Notes in reduction of their principal
amounts). Notwithstanding the preceding sentence, an amount equal to the
principal payments that result in a reduction in the Overcollateralization
Amount shall be treated as payable entirely to the Class LTX Interest. Realized
Losses that are allocated to the Notes shall be applied to the Lower Tier REMIC
Marker Interests and the Class LTX Interest so that after all distributions have
been made on each Payment Date (i) the principal balance of each of the Lower
Tier REMIC Marker Interests is equal to 50% of the principal balance of the
Corresponding Notes and (ii) the principal balance of the Class LTX Interest is
equal to the excess of (A) the sum of (x) 50% of the aggregate Stated Principal
Balance of the Mortgage Loans and (y) 50% of the Overcollateralization Amount
over (B) 50% of the Additional Balance Advance Amount. Each Lower Tier REMIC
Marker Interest shall be entitled to receive an amount equal to 50% of all
amounts distributed to the Corresponding Notes in respect of unreimbursed
amounts of Realized Losses. The Class LTX Interest shall be entitled to receive
all other amounts distributed to the Notes in respect of unreimbursed amounts of
Realized Losses.

     If on any Payment Date the Class Principal Balance of any Class of Notes is
increased pursuant to the last sentence of the definition of "Class Principal
Balance", then there shall be an equivalent increase in the principal amounts of
the Lower Tier REMIC Regular Interests, with such increase allocated (before the
making of distributions and the allocation of losses on the Lower Tier REMIC
Regular Interests on such Payment Date) among the Lower Tier REMIC Regular
Interests so that (i) each of the Lower Tier Marker Interests has a principal
balance equal to 50% of the principal balance of the Corresponding Notes, (ii)
the Class LTX Interest has a principal balance equal to the excess of (A) the
sum of (x) 50% of the aggregate Stated Principal Balance of the Mortgage Loans
and (y) 50% of the Overcollateralization Amount over (B) 50% of the Additional
Balance Advance Amount.

                                   ARTICLE XI

                                  MISCELLANEOUS

     Section 11.01. Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuing Entity to the Indenture Trustee or the
Securities Administrator to take any action under any provision of this
Indenture, the Issuing Entity shall furnish to the Indenture Trustee or the
Securities Administrator, as applicable (i) an Officer's Certificate stating
that all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with and (ii) an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that, in the case of any such application
or request as to which the furnishing of such documents is specifically required
by any provision of this Indenture, no additional certificate or opinion need be
furnished.

     Every Officer's Certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:


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          (i) a statement that each signatory of such Officer's Certificate or
     opinion has read or has caused to be read such covenant or condition and
     the definitions herein relating thereto;

          (ii) a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (iii) a statement that, in the opinion of each such signatory, such
     signatory has made such examination or investigation as is necessary to
     enable such signatory to express an informed opinion as to whether or not
     such covenant or condition has been complied with;

          (iv) a statement as to whether, in the opinion of each such signatory,
     such condition or covenant has been complied with; and

          (v) if the signatory to such Certificate or Opinion is required to be
     Independent, the statement required by the definition of the term
     "Independent Certificate".

     (b) Except with respect to an Optional Redemption pursuant to Section 11.18
hereof:

          (i) Prior to the deposit of any Collateral or other property or
     securities with the Indenture Trustee that is to be made the basis for the
     release of any property or securities subject to the lien of this
     Indenture, the Issuing Entity shall, in addition to any obligation imposed
     in Section 11.01(a) or elsewhere in this Indenture, furnish to the
     Indenture Trustee an Officer's Certificate certifying or stating the
     opinion of each person signing such certificate as to the fair value
     (within 90 days of such deposit) to the Issuing Entity of the Collateral or
     other property or securities to be so deposited.

          (ii) Whenever the Issuing Entity is required to furnish to the
     Indenture Trustee an Officer's Certificate certifying or stating the
     opinion of any signatory thereof as to the matters described in clause (i)
     above, the Issuing Entity shall also deliver to the Indenture Trustee an
     Independent Certificate as to the same matters, if the fair value to the
     Issuing Entity of the securities to be so deposited and of all other such
     securities made the basis of any such withdrawal or release since the
     commencement of the then-current fiscal year of the Issuing Entity, as set
     forth in the certificates delivered pursuant to clause (i) above and this
     clause (ii), is 10% or more of the Note Balances of the Notes, but such a
     certificate need not be furnished with respect to any securities so
     deposited, if the fair value thereof to the Issuing Entity as set forth in
     the related Officer's Certificate is less than $25,000 or less than one
     percent of the Note Balances of the Notes.

          (iii) Whenever any property or securities are to be released from the
     lien of this Indenture, the Issuing Entity shall also furnish to the
     Indenture Trustee an Officer's Certificate certifying or stating the
     opinion of each person signing such certificate as to the fair value
     (within 90 days of such release) of the property or securities proposed to
     be released and stating that in the opinion of such person the proposed
     release will not impair the security under this Indenture in contravention
     of the provisions hereof.


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          (iv) Whenever the Issuing Entity is required to furnish to the
     Indenture Trustee an Officer's Certificate certifying or stating the
     opinion of any signer thereof as to the matters described in clause (iii)
     above, the Issuing Entity shall also furnish to the Indenture Trustee an
     Independent Certificate as to the same matters if the fair value of the
     property or securities and of all other property, other than property as
     contemplated by clause (v) below or securities released from the lien of
     this Indenture since the commencement of the then-current calendar year, as
     set forth in the certificates required by clause (iii) above and this
     clause (iv), equals 10% or more of the Note Balances of the Notes, but such
     certificate need not be furnished in the case of any release of property or
     securities if the fair value thereof as set forth in the related Officer's
     Certificate is less than $25,000 or less than one percent of the then Note
     Balances of the Notes.

          (v) Notwithstanding any provision of this Indenture, the Issuing
     Entity may, without compliance with the requirements of the other
     provisions of this Section 11.01, (A) collect, sell or otherwise dispose of
     the Mortgage Loans and receive Replacement Mortgage Loans as and to the
     extent permitted or required by the Operative Documents or (B) make cash
     payments out of the Payment Account as and to the extent permitted or
     required by the Operative Documents, so long as the Issuing Entity shall
     deliver to the Securities Administrator and the Indenture Trustee every six
     months, an Officer's Certificate of the Issuing Entity stating that all the
     dispositions of Collateral described in clauses (A) or (B) above that
     occurred during the preceding six calendar months were in the ordinary
     course of the Issuing Entity's business and that the proceeds thereof were
     applied in accordance with the Operative Documents.

     Section 11.02. Form of Documents Delivered to Indenture Trustee and
Securities Administrator. In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.

     Any certificate or opinion of an Authorized Officer of the Issuing Entity
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such officer's
certificate or opinion is based are erroneous. Any such certificate of an
Authorized Officer or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Seller, the Depositor or the Issuing Entity, stating
that the information with respect to such factual matters is in the possession
of the Seller, the Depositor or the Issuing Entity, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.


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     Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee and/or the Securities
Administrator, it is provided that the Issuing Entity shall deliver any document
as a condition of the granting of such application, or as evidence of the
Issuing Entity's compliance with any term hereof, it is intended that the truth
and accuracy, at the time of the granting of such application or at the
effective date of such certificate or report (as the case may be), of the facts
and opinions stated in such document shall in such case be conditions precedent
to the right of the Issuing Entity to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's or the Securities Administrator's
right to rely upon the truth and accuracy of any statement or opinion contained
in any such document as provided in Article VI.

     Section 11.03. Acts of Noteholders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Noteholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Noteholders in person or by agents duly appointed
in writing; and except as herein otherwise expressly provided such action shall
become effective when such instrument or instruments are delivered to the
Securities Administrator, and, where it is hereby expressly required, to the
Issuing Entity. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act of
Noteholders" signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.01) conclusive in
favor of the Securities Administrator and the Issuing Entity, if made in the
manner provided in this Section 11.03.

     (b) The fact and date of the execution by any person of any such instrument
or writing may be proved in any manner that the Securities Administrator deems
sufficient.

     (c) The ownership of Notes shall be proved by the Note Registrar.


     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by any Noteholder shall bind the Holder of every Note issued
upon the registration thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Securities
Administrator or the Issuing Entity in reliance thereon, whether or not notation
of such action is made upon such Note.

     Section 11.04. Notices, etc., to Indenture Trustee, Securities
Administrator, Issuing Entity and Rating Agencies.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders or other documents provided or permitted by this Indenture
shall be in writing and if such request, demand, authorization, direction,
notice, consent, waiver or Act of Noteholders is to be made upon, given or
furnished to or filed with:

          (i) the Indenture Trustee or the Securities Administrator by any
     Noteholder or by the Issuing Entity, it shall be sufficient for every
     purpose hereunder if made, given,


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     furnished or filed in writing to or with the Indenture Trustee or the
     Securities Administrator at the Corporate Trust Office. The Indenture
     Trustee or the Securities Administrator shall promptly transmit any notice
     received by it from the Noteholders to the Issuing Entity, or

          (ii) the Issuing Entity by the Indenture Trustee, by the Securities
     Administrator or by any Noteholder, it shall be sufficient for every
     purpose hereunder if in writing and mailed first-class, postage prepaid to
     the Issuing Entity addressed to: Merrill Lynch Mortgage Investors Trust,
     2007-SL1, in care of Wilmington Trust Company, 1100 North Market Street,
     Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration
     with a copy to the Securities Administrator addressed to: LaSalle Bank
     National Association, 135 South LaSalle Street, Suite 1511, Chicago, IL
     60603, Attention: Client Manager - Merrill Lynch Mortgage Investors Trust,
     Series 2007-SL1, or at any other address previously furnished in writing to
     the Indenture Trustee and the Securities Administrator by the Issuing
     Entity. The Issuing Entity shall promptly transmit any notice received by
     it from the Noteholders to the Indenture Trustee and the Securities
     Administrator.

     Notices required to be given to the Rating Agencies by the Issuing Entity
or the Indenture Trustee, the Securities Administrator or the Owner Trustee
shall be in writing, personally delivered or mailed by certified mail, return
receipt requested, to (i) in the case of Moody's, at the following address:
Moody's Investors Service, Inc., ABS Monitoring Department, 99 Church Street,
New York, New York 10007, Attention: Residential Mortgage Surveillance Group,
(ii) in the case of Standard & Poor's, at the following address: Standard &
Poor's, 26 Broadway, 15th Floor, New York, New York 10004, Attention: Asset
Backed Surveillance Department and (iii) in the case of the Swap Counterparty,
383 Madison Avenue, 36th Floor, New York, New York, 10129, Attention: DPC
Manager, or as to each of the foregoing, at such other address as shall be
designated by written notice to the other parties.

     Section 11.05. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at such Person's address as it appears on the Note Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given regardless of
whether such notice is in fact actually received.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Noteholders shall be filed with the Securities
Administrator but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such a waiver.


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     In case, by reason of the suspension of regular mail service as a result of
a strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event to Noteholders when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Securities Administrator shall be deemed
to be a sufficient giving of such notice.

     Where this Indenture provides for notice to the Rating Agencies, failure to
give such notice shall not affect any other rights or obligations created
hereunder and shall not under any circumstance constitute an Event of Default.

     Section 11.06. Alternate Payment and Notice Provisions. Notwithstanding any
provision of this Indenture or any of the Notes to the contrary, the Issuing
Entity may enter into any agreement with any Noteholder providing for a method
of payment, or notice by the Securities Administrator to such Noteholder, that
is different from the methods provided for in this Indenture for such payments
or notices. The Issuing Entity shall furnish to the Securities Administrator a
copy of each such agreement and the Securities Administrator shall cause
payments to be made and notices to be given in accordance with such agreements.

     Section 11.07. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to
be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.

     The provisions of TIA Sectios 310 through 317 that impose duties on any
Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

     Section 11.08. Effect of Headings. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.

     Section 11.09. Successors and Assigns. All covenants and agreements in this
Indenture and the Notes by the Issuing Entity shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee
and the Securities Administrator in this Indenture shall bind its successors,
co-trustees and agents.

     Section 11.10. Separability. In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

     Section 11.11. Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders and the NIMs Insurer
and any other party secured hereunder, and any other Person with an ownership
interest in any part of the Trust Estate, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

     Section 11.12. Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding


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Business Day with the same force and effect as if made on the date on which
nominally due, and no interest shall accrue for the period from and after any
such nominal date.

     Section 11.13. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     Section 11.14. Counterparts. This Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.

     Section 11.15. Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuing Entity and at its expense accompanied by an Opinion of
Counsel (which may be counsel to the Indenture Trustee or the Securities
Administrator or any other counsel reasonably acceptable to the Indenture
Trustee and the Securities Administrator) to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person
secured hereunder or for the enforcement of any right or remedy granted to the
Indenture Trustee or the Securities Administrator under this Indenture.

     Section 11.16. Issuing Entity Obligation. No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuing Entity,
the Owner Trustee, the Indenture Trustee or the Securities Administrator on the
Notes or under this Indenture or any certificate or other writing delivered in
connection herewith or therewith, against (i) the Indenture Trustee, the
Securities Administrator or the Owner Trustee in such capacity or in its
individual capacity, (ii) any owner of a beneficial interest in the Issuing
Entity or (iii) any partner, owner, beneficiary, agent, officer, director,
employee or agent of the Indenture Trustee, the Securities Administrator or the
Owner Trustee in such capacity or in its individual capacity, any holder of a
beneficial interest in the Issuing Entity, the Owner Trustee, the Indenture
Trustee or the Securities Administrator or of any successor or assign of any of
them in such capacity or in its individual capacity, except as any such Person
may have expressly agreed (it being understood that the Indenture Trustee, the
Securities Administrator and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary of
the Issuing Entity shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. For all purposes of
this Indenture, in the performance of any duties or obligations of the Issuing
Entity hereunder, the Owner Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Article VI, VII and VIII of the Trust
Agreement.

     Section 11.17. No Petition. The Indenture Trustee and the Securities
Administrator by entering into this Indenture, and each Noteholder, by accepting
a Note, hereby covenant and agree that they will not at any time prior to the
day one year and one day after the date this Indenture terminates institute
against the Depositor or the Issuing Entity, or join in any institution against
the Depositor or the Issuing Entity of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United


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States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, this Indenture or any of the Operative
Documents.

     Section 11.18. Optional Redemption.

     (a) On or before the Determination Date following the Initial Optional
Redemption Date, the Securities Administrator shall attempt to terminate the
Trust by conducting an auction of all of the Mortgage Loans and REO Properties
via a solicitation of bids from at least three (3) bidders, each of which shall
be a nationally recognized participant in mortgage finance (the "Auction"). In
addition, the Securities Administrator will also solicit a bid from each Holder
of a Class C Certificate. The Depositor and the Securities Administrator agree
to work in good faith to develop bid procedures in advance of the Initial
Optional Redemption Date to govern the operation of the Auction. The Securities
Administrator shall be entitled to retain an investment banking firm and/or
other agents, which may be the Depositor or an affiliate of the Depositor, in
connection with the Auction, the cost of which shall be included in the Optional
Redemption Price (unless an Optional Redemption does not occur in which case
such costs shall be an expense of the Trust). The Securities Administrator shall
accept the highest bid received at the Auction; provided that the amount of such
bid equals or exceeds the Optional Redemption Price. The Securities
Administrator shall sell the Collateral to the highest bidder (the "Auction
Purchaser"). The Securities Administrator shall determine the Optional
Redemption Price based upon information provided by the Master Servicer, the
Swap Counterparty and the Depositor; provided, however, that with respect to the
Swap Termination Payment portion of the amounts described in clause (iv) of the
definition of Optional Redemption Price, the Securities Administrator shall
notify the Swap Counterparty at least three (3) Business Days prior to the date
of the Auction of its intention to conduct such Auction and to request from the
Swap Counterparty a good faith estimate of the Swap Termination Payment based
upon termination of the Swap Agreement on or subsequent to the date of the
Auction but not later than two (2) Business Days prior to the related Payment
Date. The Securities Administrator may conclusively rely upon the information
provided to it in accordance with the immediately preceding sentence and shall
not have any liability for the failure of any party to provide such information.
The Securities Administrator shall notify the bidders of the estimated Swap
Termination Payment received by the Securities Administrator from the Swap
Counterparty and that the winning bidder will be responsible for the final Swap
Termination Payment, which may be higher than such estimated Swap Termination
Payment. If an Optional Redemption occurs as a result of the Auction, the
Securities Administrator shall immediately notify the Swap Counterparty that an
Optional Redemption has occurred and that final payments and distributions on
the Securities will be made on the immediately following Payment Date. Upon such
notice, the Swap Counterparty shall inform that Securities Administrator of the
final Swap Termination Payment amount owed to the Swap Counterparty.

     (b) If an Optional Redemption does not occur as a result of the Auction's
failure to achieve the Optional Redemption Price, the NIMs Insurer may, on any
Payment Date following such Auction, at its option, terminate the Trust Fund by
purchasing all of the Mortgage Loans and REO Properties at a price equal to the
Optional Redemption Price; if an Optional Redemption does not occur as a result
of the Auction's failure to achieve the Optional Redemption Price and the NIMs
Insurer fails to exercise its option to terminate the Trust Fund, the
Terminating Entity may, on any Payment Date thereafter, at its option, terminate
the Trust by


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purchasing all of the Mortgage Loans and REO Properties at a price equal to the
Optional Redemption Price. Upon the exercise of such option by the NIMs Insurer
or the Terminating Entity, the Securities Administrator shall immediately notify
the Swap Counterparty that an Optional Redemption has occurred and that final
payments and distributions on the Securities will be made on the immediately
following Payment Date. Upon such notice, the Swap Counterparty shall inform the
Securities Administrator of the actual Swap Termination Payment amount owed to
the Swap Counterparty. In connection with any such optional redemption, the
Optional Redemption Price shall be delivered to the Securities Administrator no
later than two Business Days immediately preceding the related Payment Date.
Notwithstanding anything to the contrary herein, the Optional Redemption Price
paid to the Securities Administrator by the Auction Purchaser, the NIMs Insurer
or by the Terminating Entity shall be deposited by the Securities Administrator
directly into the Payment Account immediately upon receipt. Upon any termination
as a result of an Auction, the Securities Administrator shall, out of the
Optional Redemption Price deposited into the Payment Account, (x) reimburse the
Securities Administrator for its costs and expenses necessary to conduct the
Auction and any other unreimbursed amounts owing to it and (y) pay to the Master
Servicer, the Servicers, the Securities Administrator, the Indenture Trustee and
the Custodian, the aggregate amount of any unreimbursed out-of-pocket costs,
expenses, indemnities and disbursements owed to the Master Servicer, the
Servicers, the Securities Administrator, the Indenture Trustee and the
Custodian, and any unpaid or unreimbursed Advances and Servicing Advances.
Notwithstanding anything herein to the contrary, only an amount equal to the
Optional Redemption Price, reduced by the portion thereof consisting of the sum
of (x) any Swap Termination Payment and (y) the amount of any unpaid Net Swap
Payments that would not otherwise be funded by the Optional Redemption Price but
for clause (iv) of the definition of "Optional Redemption Price" (such portion,
the "Swap Optional Redemption Payment"), shall be made available for
distribution to the Securities. The Swap Optional Redemption Payment shall be
withdrawn by the Securities Administrator from the Payment Account and paid to
the Swap Counterparty, it being understood that the Swap Termination Payment
portion of such Swap Optional Termination Payment shall be an amount equal to
the actual Swap Termination Payment amount determined by the Swap Counterparty
upon its receipt of notice from the Securities Administrator as described above
in this Section 11.18(b). The Swap Optional Redemption Payment shall not be part
of any REMIC and shall not be paid into any account that is part of any REMIC.

     (c) If any right to purchase is exercised, the NIMs Insurer, the
Terminating Entity or the Auction Purchaser, as applicable, shall deposit the
Optional Redemption Price with the Securities Administrator pursuant to Section
4.10 hereof and, upon the receipt of such deposit, the Indenture Trustee or the
Custodian shall release to the designee appointed by the NIMs Insurer, the
Terminating Entity or the Auction Purchaser, as applicable, the files pertaining
to the Mortgage Loans being purchased. The NIMs Insurer, the Terminating Entity
or the Auction Purchaser, as applicable, at their expense, shall prepare and
deliver to the Indenture Trustee or the Custodian, for execution, at the time
the related Loans are to be released to the NIMs Insurer, the Terminating Entity
or the Auction Purchaser, as applicable, appropriate documents assigning each
such Mortgage Loan from the Indenture Trustee and the Issuing Entity to the NIMs
Insurer, the Terminating Entity or the Auction Purchaser, as applicable. The
Terminating Entity shall give the Indenture Trustee, the Securities
Administrator, the Master Servicer and the Servicers not less than fifteen
Business Days' prior written notice of the Payment Date on which the Terminating
Entity anticipates that the final distribution will be made to the related


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Securityholders. Notice of any termination, specifying the anticipated Final
Scheduled Payment Date or other Payment Date (which shall be a date that would
otherwise be a Payment Date) upon which the Noteholders may surrender their
Notes and/or the Certificateholders may surrender their Certificates to the
Securities Administrator (if so required by the terms hereof) for payment of the
final distribution and cancellation, shall be given promptly by the Securities
Administrator by first class mail to Holders of the affected Securities. Such
notice shall be mailed no earlier than the 15th day and not later than the 10th
day preceding the applicable Optional Termination Date and shall specify: (i)
the anticipated Final Scheduled Payment Date or other Payment Date upon which
final payment of the Notes and/or Certificates is anticipated to be made upon
presentation and surrender of Notes and/or Certificates at the office or agency
of the Securities Administrator therein designated; and (ii) the amount of any
such final payment, if known.

     Section 11.19. Inspection. The Issuing Entity agrees that, on reasonable
prior notice, it shall permit any representative of the Indenture Trustee or the
Securities Administrator, during the Issuing Entity's normal business hours, to
examine all the books of account, records, reports and other papers of the
Issuing Entity, to make copies and extracts therefrom, to cause such books to be
audited by Independent certified public accountants, and to discuss the Issuing
Entity's affairs, finances and accounts with the Issuing Entity's officers,
employees, and Independent certified public accountants, all at such reasonable
times and as often as may be reasonably requested. The Indenture Trustee or the
Securities Administrator, as applicable, shall cause its representatives to hold
in confidence all such information except to the extent disclosure may be
required by law (and all reasonable applications for confidential treatment are
unavailing) and except to the extent that the Indenture Trustee or the
Securities Administrator, as applicable, may reasonably determine that such
disclosure is consistent with its obligations hereunder.

     Section 11.20. Limitation of Liability of Owner Trustee. Notwithstanding
anything to the contrary herein, this Indenture has been executed and delivered
by Wilmington Trust Company, not individually or personally, but solely as Owner
Trustee of Merrill Lynch Mortgage Investors Trust, 2007-SL1, in the exercise of
the powers and authority conferred and vested in it, (a) each of the
representations, undertakings and agreements herein made on the part of the
Issuing Entity is made and intended not as personal representations,
undertakings and agreements by Wilmington Trust Company, but is made and
intended for the purpose for binding only the Issuing Entity, (b) nothing herein
contained shall be construed as creating any liability on Wilmington Trust
Company, individually or personally, to perform any covenant either expressed or
implied contained herein, all such liability, if any, being expressly waived by
the parties hereto and by any Person claiming by, through or under the parties
hereto and (c) under no circumstances shall Wilmington Trust Company be
personally liable for the payment of any indebtedness or expenses of the Issuing
Entity or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Issuing Entity under this
Indenture or any other related documents.

     Section 11.21. Third Party Beneficiaries. The Corridor Contract
Counterparty and Swap Counterparty shall be deemed third party beneficiaries of
this Agreement regarding provisions related to payments owed to the Corridor
Contract Counterparty or Swap Counterparty, respectively, so long as the
Corridor Contracts, the Cap Contract or the Swap Agreement, as


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applicable, remain in effect. The Swap Counterparty and NIMs Insurer shall be
deemed a third-party beneficiary of this Indenture to the same extent as if such
party were a party hereto, and shall have the right to enforce the provisions of
this Indenture.

     Section 11.22. Additional Termination Requirements.

     (a) In the event that the Auction Purchaser, the NIMs Insurer or the
Terminating Entity purchases the Mortgage Loans pursuant to Section 11.18 or the
Trust Estate is sold pursuant to Section 5.04, at such time as the Mortgage
Loans are so purchased or sold, the Trust shall be terminated in accordance with
the following additional requirements, unless the Securities Administrator has
been supplied with an Opinion of Counsel, at the expense of the Depositor, to
the effect that the failure to comply with the requirements of this Section
11.22 will not (i) result in the imposition of taxes on "prohibited
transactions" on any REMIC created hereunder, or (ii) cause any REMIC created
hereunder to fail to qualify as a REMIC at any time that any Securities are
outstanding:

          (i) The Holder of the Class G Certificates shall be obligated to pay
     to the Securities Administrator an amount equal to the Excluded Amounts
     plus one month's interest accrued at the Net WAC (on a 30/360 basis). Such
     payment shall be treated as consideration for the acquisition by the Holder
     of the Class G Certificates of the Excluded Amounts from the SWAP REMIC.
     The Securities Administrator shall then be obligated to distribute such
     amount to the Holder of the Class G Certificates. Such distribution shall
     be treated as a distribution by the SWAP REMIC in respect of the Class G
     Certificates;

          (ii) The Depositor shall establish a 90-day liquidation period and
     notify the Securities Administrator thereof, and the Securities
     Administrator shall in turn specify the first day of such period in a
     statement attached to the final tax returns of each of the REMICs provided
     for herein pursuant to Treasury Regulation Section 1.860F-1. The Depositor
     shall satisfy all the requirements of a qualified liquidation under Section
     860F of the Code and any regulations thereunder, as evidenced by an Opinion
     of Counsel obtained at the expense of the Depositor;

          (iii) During such 90-day liquidation period, and at or prior to the
     time of making the final payment on the Securities, the Securities
     Administrator shall sell all of the assets of the Issuing Entity for cash;
     and

          (iv) At the time of the making of the final payment on the Securities,
     the Securities Administrator shall distribute or credit, or cause to be
     distributed or credited, to the holder of the residual interest in each
     REMIC all cash on hand relating to such REMIC (other than cash retained to
     meet outstanding claims), and the Issuing Entity and each REMIC shall
     terminate at that time, whereupon the Securities Administrator shall have
     no further duties or obligations with respect to sums distributed or
     credited to the Securityholders.

     (b) The Securities Administrator as agent for each REMIC hereby agrees to
adopt and sign such a plan of complete liquidation upon the written request of
the Depositor, and


                                       89

<PAGE>

the receipt of the Opinion of Counsel referred to in Section 11.22(a)(ii) and to
take such other action, at the Depositor's expense, in connection therewith as
may be reasonably requested by the Depositor.

     (c) By their acceptance of the Securities, the Holders thereof hereby
authorize the Depositor to specify the 90-day liquidation period for the Issuing
Entity, which authorization shall be binding upon all successor Securityholders.

     Section 11.23. Rights of the NIMs Insurer. Each of the rights of the NIMs
Insurer set forth in this Agreement shall exist so long as NIM Notes issued
pursuant to a NIM Indenture remain outstanding and one or more classes of such
NIM Notes are insured by a NIMs Insurer; provided, however, the NIMS Insurer
shall not have any rights hereunder during the period of time, if any, that (i)
the NIMS Insurer has not undertaken to guarantee certain payments of notes
issued pursuant to the Indenture or (ii) any default has occurred and is
continuing under the insurance policy issued by the NIMS Insurer with respect to
such notes.

     Section 11.24. Additional Rights of the NIMs Insurer. Provided that a party
to this Agreement has been provided with the contact information of the NIMs
Insurer, such party, any agent thereof and any successor thereto shall furnish
to the NIMs Insurer a copy of any notice, direction, demand, opinion, schedule,
list, certificate, report or statement required to be provided under this
Agreement and provided by it or on its behalf to any other Person pursuant to
this Agreement at the same time, in the same form and in the same manner as such
communication is so provided and shall address or cause such communication to be
addressed to the NIMs Insurer in addition to any other addressee thereof. The
Master Servicer shall cause the NIMs Insurer to be an addressee of any report
furnished to it pursuant to this Agreement. With respect to the Securities
Administrator, obligation shall be satisfied with the provision of access to the
NIMs Insurer to the Securities Administrator's website.

     (b) Unless there exists a continuance of any failure by the NIMs Insurer to
make a required payment under the policy insuring the NIM Notes (such event, a
"NIMs Insurer Default"), wherever in this Agreement there shall be a requirement
that any Person or any communication, object or other matter be acceptable or
satisfactory to or otherwise receive the consent or other approval of any other
Person (whether as a condition to the eligibility of such Person to act in any
capacity, as a condition to any circumstance or state of affairs related to such
matter, or otherwise), there also shall be deemed to be a requirement that such
Person or matter be approved in writing by the NIMs Insurer, which approval
shall not be unreasonably withheld or delayed.


                                       90

<PAGE>

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

                                        MERRILL LYNCH MORTGAGE INVESTORS
                                        TRUST, Series 2007-SL1,
                                        as Issuing Entity

                                        By: Wilmington Trust Company, not in its
                                            individual capacity but solely as
                                            Owner Trustee


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


                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Securities Administrator


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


                                        CITIBANK, N.A., as Indenture Trustee


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

<PAGE>

STATE OF ____________________)
                             )
COUNTY OF ___________________)

     On the __ day of ________, 2007, before me, a notary public in and for said
State, personally appeared ________________________, known to me to be a(n)
________________________ of LaSalle Bank National Association, the entity that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said entity, and acknowledged to me that such entity
executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                        ----------------------------------------
                                                      Notary Public

[NOTARIAL SEAL]

<PAGE>

STATE OF DELAWARE            )
                             )
COUNTY OF ___________________)

     On the __ day of _________, 2007, before me personally appeared
________________________ to me known, who being by me duly sworn, did depose and
say, that he/she is a(n) ________________________ of the Owner Trustee, one of
the entities described in and which executed the above instrument; and that
he/her signed his/her name thereto by like order.

                                        ----------------------------------------
                                                      Notary Public

[NOTARIAL SEAL]

<PAGE>

STATE OF ____________________)
                             )
COUNTY OF ___________________)

     On the __ day of ______, 2007, before me personally appeared
________________________ to me known, who being by me duly sworn, did depose and
say, that he/she is a(n) ________________________ of the Indenture Trustee, one
of the corporations described in and which executed the above instrument; and
that he/she signed his/her name thereto by like order.

                                        ----------------------------------------
                                                      Notary Public

[NOTARIAL SEAL]
<PAGE>

                                   EXHIBIT A-1

                              FORM OF CLASS A NOTES

SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS NOTE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS NOTE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE SPONSOR, THE
DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE OWNER TRUSTEE,
THE INDENTURE TRUSTEE, THE SERVICERS OR THE CUSTODIAN REFERRED TO BELOW OR ANY
OF THEIR AFFILIATES. NEITHER THIS NOTE, THE REMIC REGULAR INTEREST REPRESENTED
HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE
SPONSOR, THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE SERVICERS OR THE CUSTODIAN OR BY ANY
OF THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

EACH TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT EITHER (I) THAT IT IS
NOT, AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THE NOTE FOR, ON BEHALF OF OR
WITH ANY ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER ARRANGEMENT SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE"), OR A PLAN OR OTHER ARRANGEMENT SUBJECT TO ANY
PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR
REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
OR THE CODE ("SIMILAR LAW") OR (II) THAT ITS ACQUISITION AND HOLDING OF THIS
NOTE OR ANY INTEREST THEREIN, THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE,
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA
OR THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE DEPOSITOR,
THE INDENTURE TRUSTEE, THE ISSUING ENTITY, THE OWNER TRUSTEE, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER OR THE SERVICERS TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE INDENTURE.

FOLLOWING THE INITIAL ISSUANCE OF THE NOTES, THE PRINCIPAL BALANCE OF THIS NOTE
MAY BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW. ANYONE ACQUIRING
THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR.


                                     A-1-1

<PAGE>

                               CLASS A-[__] NOTE

<TABLE>
<S>                                <C>
Number: 07-SL1-A-[__]              Original Denomination:
                                   $[______________]

Cut-off Date: April 1, 2007        Last Scheduled
                                   Payment Date: February 25, 2037

First Payment Date: May 25, 2007   Aggregate Initial Note
                                   Balance of all Class A-[__]
                                   Notes:  $[________]

Pass-Through Rate: Variable(1)     CUSIP: [________]
</TABLE>

----------
(1)  Subject to a cap as described in the Indenture.


                                     A-1-2

<PAGE>

             MERRILL LYNCH MORTGAGE INVESTORS TRUST, SERIES 2007-SL1
                      MORTGAGE LOAN ASSET-BACKED SECURITIES

     evidencing an ownership interest in distributions allocable to the Class
A-[__] Notes with respect to a pool of conventional, sub-prime mortgage loans
and home equity revolving lines of credit formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

          Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Securities
Administrator for registration of transfer, exchange or payment, and any note
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co. has an interest herein.

          This certifies that CEDE & CO. is the registered owner of the
ownership interest (the "Ownership Interest") evidenced by this Note (obtained
by dividing the Original Denomination of this Note by the aggregate Initial
Class Principal Balance of all Class A-[__] Notes) in certain distributions with
respect to a pool of conventional, sub-prime mortgage loans and home equity
revolving lines of credit (the "Mortgage Loans") formed and sold by Merrill
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor"), and certain
other property held in trust for the benefit of Securityholders (collectively,
the "Trust Fund"). The Mortgage Loans are serviced by Wilshire Credit
Corporation, Litton Loan Servicing LP and Countrywide Home Loans Servicing LP
(the "Servicers") and are secured by second liens on Mortgaged Properties. The
Trust Fund was created pursuant to an indenture (the "Indenture"), dated as of
May 11, 2007, among Merrill Lynch Mortgage Investors Trust, Series 2007-SL1, as
issuing entity (the "Issuing Entity"), LaSalle Bank National Association, as
Securities Administrator (the "Securities Administrator"), and Citibank, N.A.,
as indenture trustee (the "Indenture Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Indenture.

          This Note is one of a duly authorized issue of Securities, designated
as Merrill Lynch Mortgage Investors Trust, Series 2007-SL1 Mortgage Loan
Asset-Backed Notes, Class A-[__] (the "Class A-[__] Notes") and is issued under
and is subject to the terms, provisions and conditions of the Indenture, to
which Indenture the Holder of this Note by virtue of the acceptance hereof
assents and by which Indenture such Holder is bound.

          The Class A Notes, the Class M Notes, the Class B Notes, the Class P
Certificates, the Class C Certificates, the Class G Certificates and the Class R
Certificates are collectively referred to herein as the "Securities."

          Pursuant to the terms of the Indenture, the Securities Administrator
will distribute from funds in the Payment Account the amounts described in the
Indenture on the 25th day of


                                     A-1-3

<PAGE>

each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Payment Date"), commencing in May 2007. Such
distributions will be made to the Person in whose name this Note is registered
at the close of business on the Record Date.

          Distributions on this Note will be made either by check mailed to the
address of the person entitled to distributions as it appears on the Note
Register or, in the case of any noteholder that has so notified the Securities
Administrator in writing in accordance with the Indenture, by wire transfer in
immediately available funds to the account of such noteholder at a bank or other
depository institution having appropriate wire transfer facilities; provided,
however, that the final distribution in retirement of the notes will be made
only upon presentation and surrender of this Note at the office of the
Securities Administrator or such other address designated in writing by the
Securities Administrator. On each Payment Date, a holder of this Note will
receive such holder's Percentage Interest of the amounts required to be
distributed with respect to the applicable Class of Notes.

          The Securities Administrator will maintain or cause to be maintained a
Note Register in which, subject to such reasonable regulations as it may
prescribe, the Securities Administrator will provide for the registration of
Notes and of transfers and exchanges of Notes. Upon surrender for registration
of transfer of any Note at any office or agency of the Securities Administrator
or its authenticating agent, the Securities Administrator, will, subject to the
limitations set forth in the Indenture, authenticate and deliver, in the name of
the designated transferee or transferees, a Note of a like class and dated the
date of authentication by the Securities Administrator or its authenticating
agent. Notwithstanding the above, the final distribution on this Note will be
made after due notice by the Securities Administrator, of the pendency of such
distribution and only upon presentation and surrender of this Note at the office
or agency appointed by the Securities Administrator, for that purpose and
specified in such notice of final distribution.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof which further provisions shall for all purposes have
the same effect as if set forth at this place.

          Unless the certificate of authentication has been executed by the
Owner Trustee or its authenticating agent, by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid for any purpose.


                                     A-1-4

<PAGE>

          IN WITNESS WHEREOF, the Owner Trustee has caused this Note to be duly
executed.

Dated: May 11, 2007                     MERRILL LYNCH MORTGAGE INVESTORS TRUST,
                                        SERIES 2007-SL1

                                        WILMINGTON TRUST COMPANY, as Owner
                                        Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Officer


                                     A-1-5

<PAGE>

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to
in the within-mentioned Indenture.

LASALLE BANK NATIONAL ASSOCIATION,
as Securities Administrator


By:
    ---------------------------------
    Authorized Signatory


                                     A-1-6

<PAGE>

                                 REVERSE OF NOTE

             MERRILL LYNCH MORTGAGE INVESTORS TRUST, SERIES 2007-SL1
                      MORTGAGE LOAN ASSET-BACKED SECURITIES

          This Note is one of a duly authorized issue of Securities, designated
as Merrill Lynch Mortgage Investors Trust, Series 2007-SL1 Mortgage Loan
Asset-Backed Securities, issued in one or more Classes of Class A Notes, Class M
Notes, Class B Notes, Class P Certificates, Class C Certificates, Class G
Certificates and Class R Certificates, each evidencing an interest in certain
distributions with respect to a pool of conventional, sub-prime Mortgage Loans
and home equity revolving lines of credit formed and sold by the Depositor and
certain other property conveyed by the Depositor to the Indenture Trustee.

          Following the initial issuance of the Notes, the principal balance of
this Note will be different from the Original Denomination shown above. Anyone
acquiring this Note may ascertain its current principal balance by inquiry of
the Securities Administrator.

          The Holder, by its acceptance of this Note, agrees that it will look
solely to the Trust Fund and certain amounts resulting from credit enhancements
for payment hereunder and that neither the Securities Administrator nor the
Indenture Trustee is liable to the Holders for any amount payable under this
Note or the Indenture or, except as expressly provided in the Indenture, subject
to any liability under the Indenture.

          This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Indenture Trustee and the Securities Administrator.

          No service charge will be made to the Holder for any transfer or
exchange of the Note, but the Securities Administrator may require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of the Note. Prior to due presentation
of a Note for registration of transfer, the Depositor, the Indenture Trustee and
the Securities Administrator may treat the person in whose name any Note is
registered as the owner of such Note and the Percentage Interest in the Trust
Fund evidenced thereby for the purpose of receiving distributions pursuant to
the Indenture and for all other purposes whatsoever, and none of the Depositor,
the Indenture Trustee or the Securities Administrator will be affected by notice
to the contrary.

          The Indenture may be amended from time to time by the Issuing Entity,
the Securities Administrator and the Indenture Trustee without the consent of
any of the Noteholders, to cure any ambiguity, to correct or supplement any
provisions therein which may be inconsistent with the other provisions therein,
to ensure continuing treatment of each REMIC included in the Trust Fund as a
REMIC, or to make any other provisions with respect to matters or questions
arising under the Indenture which are not materially inconsistent with the
provisions of the Indenture, provided that such action does not, as evidenced by
an Opinion of Counsel, adversely affect in any material respect the interests of
any Noteholder.


                                     A-1-7

<PAGE>

          The Indenture may also be amended from time to time by the Issuing
Entity, the Securities Administrator and the Indenture Trustee pursuant to the
terms thereof.

          The Class A-[__] Notes are issuable only in registerable form, in
minimum denominations of $25,000 in initial Class Principal Amount and in
integral multiples of $1 in excess thereof, registered in the name of the
nominee of the Clearing Agency, which shall maintain such Notes through its
book-entry facilities.

          For federal income tax purposes, the Trust Fund will include one or
more "real estate mortgage investment conduits" (each, a "REMIC"). The REMIC
Regular Interests will represent "regular interests" in one of the REMICs
included in the Trust Fund. Each of the Class R Certificate and the Class G
Certificate will represent the sole class of "residual interest" in one or more
of the REMICs.

          The obligations and responsibilities of the Issuing Entity, the
Indenture Trustee and the Securities Administrator created under the Indenture
shall terminate upon the payment to the Noteholders, the Certificate Paying
Agent (on behalf of the Owner Trustee), the Certificateholders, the Indenture
Trustee and the Securities Administrator of all amounts required to be
distributed pursuant to Article III of the Indenture; provided, however, that in
no event shall the trust created hereby continue beyond the expiration of 21
years from the death of the survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the Court of St. James's, living on
the date hereof.


                                     A-1-8

<PAGE>

                              [FORM OF ASSIGNMENT]

          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto

(PLEASE INSERT SOCIAL SECURITY* OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE)

________________________________________________________________________________
(Please Print or Type Name and Address of Assignee)

________________________________________________________________________________
the within Note, and all rights thereunder, and hereby does irrevocably
constitute and appoint

_________________________________________ Attorney to transfer the within Note
on the books kept for the registration thereof, with full power of substitution
in the premises.

Dated:                                  NOTICE: The signature to this assignment
       ------------------------------   must correspond with the name as it
                                        appears upon the face of the within Note
-------------------------------------   in every particular, without alteration
(Signature guaranty)                    or enlargement or any change whatever.

(*This information, which is voluntary, is being requested to ensure that the
assignee will not be subject to backup withholding under Section 3406 of the
Code.)


                                     A-1-9

<PAGE>

                                   EXHIBIT A-2

                              FORM OF CLASS M NOTES

SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS NOTE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS NOTE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE SPONSOR, THE
DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE OWNER TRUSTEE,
THE INDENTURE TRUSTEE, THE SERVICERS OR THE CUSTODIAN REFERRED TO BELOW OR ANY
OF THEIR AFFILIATES. NEITHER THIS NOTE, THE REMIC REGULAR INTEREST REPRESENTED
HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE
SPONSOR, THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE SERVICERS OR THE CUSTODIAN OR BY ANY
OF THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

EACH TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT EITHER (I) THAT IT IS
NOT, AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THE NOTE FOR, ON BEHALF OF OR
WITH ANY ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER ARRANGEMENT SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE"), OR A PLAN OR OTHER ARRANGEMENT SUBJECT TO ANY
PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR
REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
OR THE CODE ("SIMILAR LAW") OR (II) THAT ITS ACQUISITION AND HOLDING OF THIS
NOTE OR ANY INTEREST THEREIN, THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE,
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA
OR THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE DEPOSITOR,
THE INDENTURE TRUSTEE, THE ISSUING ENTITY, THE OWNER TRUSTEE, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER OR THE SERVICERS TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE INDENTURE.

FOLLOWING THE INITIAL ISSUANCE OF THE NOTES, THE PRINCIPAL BALANCE OF THIS NOTE
MAY BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW. ANYONE ACQUIRING
THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR.


                                      A-2-1

<PAGE>

                                CLASS M-[__] NOTE

<TABLE>
<S>                                <C>
Number: 07-SL1-M-[__]              Original Denomination:
                                   $[____________]

Cut-off Date: April 1, 2007        Last Scheduled
                                   Payment Date: February 25, 2037

First Payment Date: May 25, 2007   Aggregate Initial Note
                                   Balance of all Class M-[__]
                                   Notes: $[ ________ ]

Pass-Through Rate: Variable(2)     CUSIP: [ ________ ]
</TABLE>

----------
(2)  Subject to a cap as described in the Indenture.


                                     A-2-2

<PAGE>

             MERRILL LYNCH MORTGAGE INVESTORS TRUST, SERIES 2007-SL1
                      MORTGAGE LOAN ASSET-BACKED SECURITIES

     evidencing an ownership interest in distributions allocable to the Class
M-[__] Notes with respect to a pool of conventional, sub-prime mortgage loans
and home equity revolving lines of credit formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

          Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Securities
Administrator for registration of transfer, exchange or payment, and any note
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co. has an interest herein.

          This certifies that CEDE & CO. is the registered owner of the
ownership interest (the "Ownership Interest") evidenced by this Note (obtained
by dividing the Original Denomination of this Note by the aggregate Initial
Class Principal Balance of all Class M-[__] Notes) in certain distributions with
respect to a pool of conventional, sub-prime mortgage loans and home equity
revolving lines of credit (the "Mortgage Loans") formed and sold by Merrill
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor"), and certain
other property held in trust for the benefit of Securityholders (collectively,
the "Trust Fund"). The Mortgage Loans are serviced by Wilshire Credit
Corporation, Litton Loan Servicing LP and Countrywide Home Loans Servicing LP
(the "Servicers") and are secured by second liens on Mortgaged Properties. The
Trust Fund was created pursuant to an indenture (the "Indenture"), dated as of
May 11, 2007, among Merrill Lynch Mortgage Investors Trust, Series 2007-SL1, as
issuing entity (the "Issuing Entity"), LaSalle Bank National Association, as
Securities Administrator (the "Securities Administrator"), and Citibank, N.A.,
as indenture trustee (the "Indenture Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Indenture.

          This Note is one of a duly authorized issue of Securities, designated
as Merrill Lynch Mortgage Investors Trust, Series 2007-SL1 Mortgage Loan
Asset-Backed Notes, Class M-[__] (the "Class M-[__] Notes") and is issued under
and is subject to the terms, provisions and conditions of the Indenture, to
which Indenture the Holder of this Note by virtue of the acceptance hereof
assents and by which Indenture such Holder is bound.

          The Class A Notes, the Class M Notes, the Class B Notes, the Class P
Certificates, the Class C Certificates, the Class G Certificates and the Class R
Certificates are collectively referred to herein as the "Securities."

          Pursuant to the terms of the Indenture, the Securities Administrator
will distribute from funds in the Payment Account the amounts described in the
Indenture on the 25th day of


                                     A-2-3

<PAGE>

each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Payment Date"), commencing in May 2007. Such
distributions will be made to the Person in whose name this Note is registered
at the close of business on the Record Date.

          Distributions on this Note will be made either by check mailed to the
address of the person entitled to distributions as it appears on the Note
Register or, in the case of any noteholder that has so notified the Securities
Administrator in writing in accordance with the Indenture, by wire transfer in
immediately available funds to the account of such noteholder at a bank or other
depository institution having appropriate wire transfer facilities; provided,
however, that the final distribution in retirement of the notes will be made
only upon presentation and surrender of this Note at the office of the
Securities Administrator or such other address designated in writing by the
Securities Administrator. On each Payment Date, a holder of this Note will
receive such holder's Percentage Interest of the amounts required to be
distributed with respect to the applicable Class of Notes.

          The Securities Administrator will maintain or cause to be maintained a
Note Register in which, subject to such reasonable regulations as it may
prescribe, the Securities Administrator will provide for the registration of
Notes and of transfers and exchanges of Notes. Upon surrender for registration
of transfer of any Note at any office or agency of the Securities Administrator
or its authenticating agent, the Securities Administrator, will, subject to the
limitations set forth in the Indenture, authenticate and deliver, in the name of
the designated transferee or transferees, a Note of a like class and dated the
date of authentication by the Securities Administrator or its authenticating
agent. Notwithstanding the above, the final distribution on this Note will be
made after due notice by the Securities Administrator, of the pendency of such
distribution and only upon presentation and surrender of this Note at the office
or agency appointed by the Securities Administrator, for that purpose and
specified in such notice of final distribution.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof which further provisions shall for all purposes have
the same effect as if set forth at this place.

          Unless the certificate of authentication has been executed by the
Owner Trustee or its authenticating agent, by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid for any purpose.


                                     A-2-4

<PAGE>

          IN WITNESS WHEREOF, the Owner Trustee has caused this Note to be duly
executed.

Dated: May 11, 2007                     MERRILL LYNCH MORTGAGE INVESTORS TRUST,
                                        SERIES 2007-SL1

                                        WILMINGTON TRUST COMPANY, as
                                        Owner Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Officer


                                     A-2-5

<PAGE>

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred
to in the within-mentioned Indenture.

LASALLE BANK NATIONAL ASSOCIATION,
as Securities Administrator


By:
    ---------------------------------
    Authorized Signatory


                                     A-2-6

<PAGE>

                                 REVERSE OF NOTE

             MERRILL LYNCH MORTGAGE INVESTORS TRUST, SERIES 2007-SL1
                      MORTGAGE LOAN ASSET-BACKED SECURITIES

          This Note is one of a duly authorized issue of Securities, designated
as Merrill Lynch Mortgage Investors Trust, Series 2007-SL1 Mortgage Loan
Asset-Backed Securities, issued in one or more Classes of Class A Notes, Class M
Notes, Class B Notes, Class P Certificates, Class C Certificates, Class G
Certificates and Class R Certificates, each evidencing an interest in certain
distributions with respect to a pool of conventional, sub-prime Mortgage Loans
and home equity revolving lines of credit formed and sold by the Depositor and
certain other property conveyed by the Depositor to the Indenture Trustee.

          Following the initial issuance of the Notes, the principal balance of
this Note will be different from the Original Denomination shown above. Anyone
acquiring this Note may ascertain its current principal balance by inquiry of
the Securities Administrator.

          The Holder, by its acceptance of this Note, agrees that it will look
solely to the Trust Fund and certain amounts resulting from credit enhancements
for payment hereunder and that neither the Securities Administrator nor the
Indenture Trustee is liable to the Holders for any amount payable under this
Note or the Indenture or, except as expressly provided in the Indenture, subject
to any liability under the Indenture.

          This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Indenture Trustee and the Securities Administrator.

          No service charge will be made to the Holder for any transfer or
exchange of the Note, but the Securities Administrator may require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of the Note. Prior to due presentation
of a Note for registration of transfer, the Depositor, the Indenture Trustee and
the Securities Administrator may treat the person in whose name any Note is
registered as the owner of such Note and the Percentage Interest in the Trust
Fund evidenced thereby for the purpose of receiving distributions pursuant to
the Indenture and for all other purposes whatsoever, and none of the Depositor,
the Indenture Trustee or the Securities Administrator will be affected by notice
to the contrary.

          The Indenture may be amended from time to time by the Issuing Entity,
the Securities Administrator and the Indenture Trustee without the consent of
any of the Noteholders, to cure any ambiguity, to correct or supplement any
provisions therein which may be inconsistent with the other provisions therein,
to ensure continuing treatment of each REMIC included in the Trust Fund as a
REMIC, or to make any other provisions with respect to matters or questions
arising under the Indenture which are not materially inconsistent with the
provisions of the Indenture, provided that such action does not, as evidenced by
an Opinion of Counsel, adversely affect in any material respect the interests of
any Noteholder.


                                     A-2-7

<PAGE>

          The Indenture may also be amended from time to time by the Issuing
Entity, the Securities Administrator and the Indenture Trustee pursuant to the
terms thereof.

          The Class M-[__] Notes are issuable only in registerable form, in
minimum denominations of $25,000 in initial Class Principal Amount and in
integral multiples of $1 in excess thereof, registered in the name of the
nominee of the Clearing Agency, which shall maintain such Notes through its
book-entry facilities.

          For federal income tax purposes, the Trust Fund will include one or
more "real estate mortgage investment conduits" (each, a "REMIC"). The REMIC
Regular Interests will represent "regular interests" in one of the REMICs
included in the Trust Fund. Each of the Class R Certificate and the Class G
Certificate will represent the sole class of "residual interest" in one or more
of the REMICs.

          The obligations and responsibilities of the Issuing Entity, the
Indenture Trustee and the Securities Administrator created under the Indenture
shall terminate upon the payment to the Noteholders, the Certificate Paying
Agent (on behalf of the Owner Trustee), the Certificateholders, the Indenture
Trustee and the Securities Administrator of all amounts required to be
distributed pursuant to Article III of the Indenture; provided, however, that in
no event shall the trust created hereby continue beyond the expiration of 21
years from the death of the survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the Court of St. James's, living on
the date hereof.


                                     A-2-8
<PAGE>

                              [FORM OF ASSIGNMENT]

          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto

(PLEASE INSERT SOCIAL SECURITY* OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE)

________________________________________________________________________________
(Please Print or Type Name and Address of Assignee)

________________________________________________________________________________
the within Note, and all rights thereunder, and hereby does irrevocably
constitute and appoint

_________________________________________ Attorney to transfer the within Note
on the books kept for the registration thereof, with full power of substitution
in the premises.

Dated:                                  NOTICE: The signature to this assignment
       ------------------------------   must correspond with the name as it
                                        appears upon the face of the within Note
-------------------------------------   in every particular, without alteration
(Signature guaranty)                    or enlargement or any change whatever.

(*This information, which is voluntary, is being requested to ensure that the
assignee will not be subject to backup withholding under Section 3406 of the
Code.)


                                     A-2-9

<PAGE>

                                   EXHIBIT A-3

                              FORM OF CLASS B NOTES

SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS NOTE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS NOTE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE SPONSOR, THE
DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE OWNER TRUSTEE,
THE INDENTURE TRUSTEE, THE SERVICERS OR THE CUSTODIAN REFERRED TO BELOW OR ANY
OF THEIR AFFILIATES. NEITHER THIS NOTE, THE REMIC REGULAR INTEREST REPRESENTED
HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE
SPONSOR, THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE SERVICERS OR THE CUSTODIAN OR BY ANY
OF THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT") OR
ANY STATE SECURITIES OR "BLUE SKY" LAWS, AND MAY NOT, DIRECTLY OR INDIRECTLY, BE
SOLD OR OTHERWISE TRANSFERRED, OR OFFERED FOR SALE, UNLESS SUCH TRANSFER IS NOT
SUBJECT TO REGISTRATION UNDER THE ACT, THE 1940 ACT AND ANY APPLICABLE STATE
SECURITIES LAWS AND SUCH TRANSFER ALSO COMPLIES WITH THE OTHER PROVISIONS OF
SECTION 4.02 OF THE INDENTURE. IF THE NOTE IS A DEFINITIVE NOTE, NO TRANSFER OF
THIS NOTE SHALL BE MADE UNLESS THE SECURITIES ADMINISTRATOR SHALL HAVE RECEIVED,
IN FORM AND SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR (A) AN
INVESTMENT LETTER FROM THE PROSPECTIVE INVESTOR; AND (B) REPRESENTATIONS FROM
THE TRANSFEROR REGARDING THE OFFERING AND SALE OF THE NOTES.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE ACT, (B) TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN
RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D, OR (D) OUTSIDE THE UNITED
STATES TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED BY REGULATION S OF THE
ACT ("REGULATION S")) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
S, AND IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE


                                      A-3-1

<PAGE>

UNITED STATES AND SUBJECT TO THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER TO REQUIRE THE DELIVERY OF A NOTE OF TRANSFER IN THE FORM APPEARING
IN THE INDENTURE.

[Applicable solely to the Class B-1 and Class B-2 Certificates.] EACH TRANSFEREE
OF THIS NOTE WILL BE DEEMED TO REPRESENT EITHER (I) THAT IT IS NOT, AND IS NOT
DIRECTLY OR INDIRECTLY ACQUIRING THE NOTE FOR, ON BEHALF OF OR WITH ANY ASSETS
OF, AN EMPLOYEE BENEFIT PLAN OR OTHER ARRANGEMENT SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN
SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), OR A PLAN OR OTHER ARRANGEMENT SUBJECT TO ANY PROVISIONS UNDER ANY
FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR
LAW") OR (II) THAT ITS ACQUISITION AND HOLDING OF THIS NOTE OR ANY INTEREST
THEREIN, THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE, WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE CODE, OR A
VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE DEPOSITOR, THE INDENTURE
TRUSTEE, THE ISSUING ENTITY, THE OWNER TRUSTEE, THE SECURITIES ADMINISTRATOR,
THE MASTER SERVICER OR THE SERVICERS TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN BY SUCH ENTITIES IN THE INDENTURE.

[Applicable solely to the Class B-3 Certificates.] EACH TRANSFEREE OF THIS NOTE
WILL BE DEEMED TO REPRESENT EITHER (I) THAT IT IS NOT, AND IS NOT DIRECTLY OR
INDIRECTLY ACQUIRING THE NOTES FOR, ON BEHALF OF OR WITH ANY ASSETS OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A
PLAN OR OTHER ARRANGEMENT SUBJECT TO ANY PROVISIONS UNDER ANY FEDERAL, STATE,
LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") OR (II) THAT IT IS
A PLAN THAT IS NOT SUBJECT TO ERISA OR SECTION 4975 OF THE CODE BUT THAT IS
SUBJECT TO SIMILAR LAW, AND THAT ITS ACQUISITION AND HOLDING OF THIS NOTE OR ANY
INTEREST THEREIN, THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE, WILL NOT
CONSTITUTE OR RESULT IN A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE
DEPOSITOR, THE INDENTURE TRUSTEE, THE ISSUING ENTITY, THE OWNER TRUSTEE, THE
SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR THE SERVICERS TO ANY OBLIGATION
IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE INDENTURE.

FOLLOWING THE INITIAL ISSUANCE OF THE NOTES, THE PRINCIPAL BALANCE OF THIS NOTE
MAY BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR.


                                     A-3-2

<PAGE>

                                CLASS B-[__] NOTE

<TABLE>
<S>                                <C>
Number: 07-SL1-B-[__]              Original Denomination:
                                   $[______________]

Cut-off Date: April 1, 2007        Last Scheduled
                                   Payment Date:  February 25, 2037

First Payment Date: May 25, 2007   Aggregate Initial Certificate
                                   Balance of all Class B-[__]
                                   Notes: $[________]

Pass-Through Rate: Variable(3)     CUSIP: [________]
</TABLE>

----------
(3)  Subject to a cap as described in the Indenture.


                                     A-3-3

<PAGE>

             MERRILL LYNCH MORTGAGE INVESTORS TRUST, SERIES 2007-SL1
                      MORTGAGE LOAN ASSET-BACKED SECURITIES

     evidencing an ownership interest in distributions allocable to the Class
B-[__] Notes with respect to a pool of conventional, sub-prime mortgage loans
and home equity revolving lines of credit formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

          Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Securities
Administrator for registration of transfer, exchange or payment, and any note
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co. has an interest herein.

          This certifies that CEDE & CO. is the registered owner of the
ownership interest (the "Ownership Interest") evidenced by this Note (obtained
by dividing the Original Denomination of this Note by the aggregate Initial
Class Principal Balance of all Class B-[__] Notes) in certain distributions with
respect to a pool of conventional, sub-prime mortgage loans and home equity
revolving lines of credit (the "Mortgage Loans") formed and sold by Merrill
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor"), and certain
other property held in trust for the benefit of Securityholders (collectively,
the "Trust Fund"). The Mortgage Loans are serviced by Wilshire Credit
Corporation, Litton Loan Servicing LP and Countrywide Home Loans Servicing LP
(the "Servicers") and are secured by second liens on Mortgaged Properties. The
Trust Fund was created pursuant to an indenture (the "Indenture"), dated as of
May 11, 2007, among Merrill Lynch Mortgage Investors Trust, Series 2007-SL1, as
issuing entity (the "Issuing Entity"), LaSalle Bank National Association, as
Securities Administrator (the "Securities Administrator"), and Citibank, N.A.,
as indenture trustee (the "Indenture Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Indenture.

          This Note is one of a duly authorized issue of Notes, designated as
Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Notes, Series
2007-SL1, Class B-[__] (the "Class B-[__] Notes") and is issued under and is
subject to the terms, provisions and conditions of the Indenture, to which
Indenture the Holder of this Note by virtue of the acceptance hereof assents and
by which Indenture such Holder is bound.

          The Class A Notes, the Class M Notes, the Class B Notes, the Class P
Certificates, the Class C Certificates, the Class G Certificates and the Class R
Certificates are collectively referred to herein as the "Securities."

          Pursuant to the terms of the Indenture, the Securities Administrator
will distribute from funds in the Payment Account the amounts described in the
Indenture on the 25th day of


                                     A-3-4

<PAGE>

each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Payment Date"), commencing in May 2007. Such
distributions will be made to the Person in whose name this Note is registered
at the close of business on the last Business Day of the month preceding the
month in which such payment is made.

          Distributions on this Note will be made either by check mailed to the
address of the person entitled to distributions as it appears on the Note
Register or, in the case of any noteholder that has so notified the Securities
Administrator in writing in accordance with the Indenture, by wire transfer in
immediately available funds to the account of such noteholder at a bank or other
depository institution having appropriate wire transfer facilities; provided,
however, that the final distribution in retirement of the notes will be made
only upon presentation and surrender of this Note at the office of the
Securities Administrator or such other address designated in writing by the
Securities Administrator. On each Payment Date, a holder of this Note will
receive such holder's Percentage Interest of the amounts required to be
distributed with respect to the applicable Class of Notes.

          The Securities Administrator will maintain or cause to be maintained a
Note Register in which, subject to such reasonable regulations as it may
prescribe, the Securities Administrator will provide for the registration of
Notes and of transfers and exchanges of Notes. Upon surrender for registration
of transfer of any Note at any office or agency of the Securities Administrator
or its authenticating agent, the Securities Administrator, will, subject to the
limitations set forth in the Indenture, authenticate and deliver, in the name of
the designated transferee or transferees, a Note of a like class and dated the
date of authentication by the Securities Administrator or its authenticating
agent. Notwithstanding the above, the final distribution on this Note will be
made after due notice by the Securities Administrator, of the pendency of such
distribution and only upon presentation and surrender of this Note at the office
or agency appointed by the Securities Administrator, for that purpose and
specified in such notice of final distribution.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof which further provisions shall for all purposes have
the same effect as if set forth at this place.

          Unless the certificate of authentication has been executed by the
Owner Trustee or its authenticating agent, by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid for any purpose.


                                     A-3-5

<PAGE>

          IN WITNESS WHEREOF, the Owner Trustee has caused this Note to be duly
executed.

Dated: May 11, 2007                     MERRILL LYNCH MORTGAGE INVESTORS TRUST,
                                        SERIES 2007-SL1

                                        WILMINGTON TRUST COMPANY,
                                        as Owner Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Officer


                                     A-3-6

<PAGE>

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates
referred to in the within-mentioned
Indenture.

LASALLE BANK NATIONAL ASSOCIATION,
as Securities Administrator


By:
    --------------------------------
    Authorized Signatory


                                     A-3-7

<PAGE>

                                 REVERSE OF NOTE

             MERRILL LYNCH MORTGAGE INVESTORS TRUST, SERIES 2007-SL1
                      MORTGAGE LOAN ASSET-BACKED SECURITIES

          This Note is one of a duly authorized issue of Securities, designated
as Merrill Lynch Mortgage Investors Trust Mortgage Loan Asset-Backed Securities,
Series 2007-SL1, issued in one or more Classes of Class A Notes, Class M Notes,
Class B Notes, Class P Certificates, Class C Certificates, Class G Certificates
and Class R Certificates, each evidencing an interest in certain distributions
with respect to a pool of conventional, sub-prime Mortgage Loans and home equity
revolving lines of credit formed and sold by the Depositor and certain other
property conveyed by the Depositor to the Indenture Trustee.

          Following the initial issuance of the Notes, the principal balance of
this Note will be different from the Original Denomination shown above. Anyone
acquiring this Note may ascertain its current principal balance by inquiry of
the Securities Administrator.

          The Holder, by its acceptance of this Note, agrees that it will look
solely to the Trust Fund and certain amounts resulting from credit enhancements
for payment hereunder and that neither the Securities Administrator nor the
Indenture Trustee is liable to the Holders for any amount payable under this
Note or the Indenture or, except as expressly provided in the Indenture, subject
to any liability under the Indenture.

          This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced hereby, and the rights, duties and
immunities of the Indenture Trustee and the Securities Administrator.

          No service charge will be made to the Holder for any transfer or
exchange of the Note, but the Securities Administrator may require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of the Note. Prior to due presentation
of a Note for registration of transfer, the Depositor, the Indenture Trustee and
the Securities Administrator may treat the person in whose name any Note is
registered as the owner of such Note and the Percentage Interest in the Trust
Fund evidenced thereby for the purpose of receiving distributions pursuant to
the Indenture and for all other purposes whatsoever, and none of the Depositor,
the Indenture Trustee or the Securities Administrator will be affected by notice
to the contrary.

          The Indenture may be amended from time to time by the Issuing Entity,
the Securities Administrator and the Indenture Trustee without the consent of
any of the Noteholders, to cure any ambiguity, to correct or supplement any
provisions therein which may be inconsistent with the other provisions therein,
to ensure continuing treatment of each REMIC included in the Trust Fund as a
REMIC, or to make any other provisions with respect to matters or questions
arising under the Indenture which are not materially inconsistent with the
provisions of the Indenture, provided that such action does not, as evidenced by
an Opinion of Counsel, adversely affect in any material respect the interests of
any Noteholder.


                                     A-3-8

<PAGE>

          The Indenture may also be amended from time to time by the Depositor
and the Owner Trustee pursuant to the terms thereof.

          The Class B-[__] Notes are issuable only in registerable form, in
minimum denominations of $25,000 in initial Class Principal Amount and in
integral multiples of $1 in excess thereof, registered in the name of the
nominee of the Clearing Agency, which shall maintain such Notes through its
book-entry facilities.

          For federal income tax purposes, the Trust Fund will include one or
more "real estate mortgage investment conduits" (each, a "REMIC"). The REMIC
Regular Interests will represent "regular interests" in one of the REMICs
included in the Trust Fund. Each of the Class R Certificate and the Class G
Certificate will represent the sole class of "residual interest" in one or more
of the REMICs.

          The obligations and responsibilities of the Issuing Entity, the
Indenture Trustee and the Securities Administrator created under the Indenture
shall terminate upon the payment to the Noteholders, the Certificate Paying
Agent (on behalf of the Owner Trustee), the Certificateholders, the Indenture
Trustee and the Securities Administrator of all amounts required to be
distributed pursuant to Article III of the Indenture; provided, however, that in
no event shall the trust created hereby continue beyond the expiration of 21
years from the death of the survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the Court of St. James's, living on
the date hereof.


                                     A-3-9

<PAGE>

                              [FORM OF ASSIGNMENT]

          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto

(PLEASE INSERT SOCIAL SECURITY* OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE)

________________________________________________________________________________
(Please Print or Type Name and Address of Assignee)

________________________________________________________________________________
the within Note, and all rights thereunder, and hereby does irrevocably
constitute and appoint

__________________________________________ Attorney to transfer the within Note
on the books kept for the registration thereof, with full power of substitution
in the premises.

Dated:                                  NOTICE: The signature to this assignment
       ------------------------------   must correspond with the name as it
                                        appears upon the face of the within Note
-------------------------------------   in every particular, without alteration
(Signature guaranty)                    or enlargement or any change whatever.

(*This information, which is voluntary, is being requested to ensure that the
assignee will not be subject to backup withholding under Section 3406 of the
Code.)


                                     A-3-10

<PAGE>

                                    EXHIBIT B

                     FORM OF INVESTOR REPRESENTATION LETTER

                                                            ______________, 20__

Merrill Lynch Mortgage Investors, Inc.
250 Vesey Street
4 World Financial Center, 10th Floor
New York, New York 10080

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603

          Re:  Merrill Lynch Mortgage Investors Trust, Series 2007-SL1, Class
               B-3 Notes

Ladies and Gentlemen:

     _________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Merrill Lynch Mortgage Investors Trust, Series 2007-SL1
Mortgage Loan Asst-Backed Notes, Class B-3 (the "Notes"), issued pursuant to the
Indenture (the "Indenture"), dated as of May 11, 2007, among Merrill Lynch
Mortgage Investors Trust, Series 2007-SL1 (the "Issuing Entity"), LaSalle Bank
National Association, as securities administrator (the "Securities
Administrator"), and Citibank, N.A., as indenture trustee (the "Indenture
Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Indenture. The Purchaser hereby certifies, represents
and warrants to, and covenants with, the Depositor, the Securities
Administrator, the Indenture Trustee and the Issuing Entity that:

          (a) The Purchaser understands that (a) the Notes have not been and
will not be registered or qualified under the Securities Act of 1933, as amended
(the "Act") or any state securities law, (b) the Depositor is not required to so
register or qualify the Notes, (c) the Notes may be resold only if registered
and qualified pursuant to the provisions of the Act or any state securities law,
or if an exemption from such registration and qualification is available, (d)
the Indenture contains restrictions regarding the transfer of the Notes and (e)
the Notes will bear a legend to the foregoing effect.

          (b) The Purchaser is acquiring the Notes for its own account for
investment only and not with a view to or for sale in connection with any
distribution thereof in any manner that would violate the Act or any applicable
state securities laws.


                                      B-1

<PAGE>

          (c) The Purchaser is (a) a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business matters,
and, in particular, in such matters related to securities similar to the Notes,
such that it is capable of evaluating the merits and risks of investment in the
Notes, (b) able to bear the economic risks of such an investment and (c) an
"accredited investor" within the meaning of Rule 501(a) promulgated pursuant to
the Act.

          (d) The Purchaser has been furnished with, and has had an opportunity
to review (a) a copy of the Indenture and (b) such other information concerning
the Notes, the Loans and the Depositor as has been requested by the Purchaser
from the Depositor or the Issuing Entity and is relevant to the Purchaser's
decision to purchase the Notes. The Purchaser has had Issuing Entity questions
arising from such review answered by the Depositor or the Issuing Entity to the
satisfaction of the Purchaser.

          (e) The Purchaser has not and will not nor has it authorized or will
it authorize any person to (a) offer, pledge, sell, dispose of or otherwise
transfer any Note, any interest in any Note or any other similar security to any
person in any manner, (b) solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Note, any interest in any Note or any other
similar security from any person in any manner, (c) otherwise approach or
negotiate with respect to any Note, any interest in any Note or any other
similar security with any person in any manner, (d) make any general
solicitation by means of general advertising or in any other manner or (e) take
any other action, that (as to any of (a) through (e) above) would constitute a
distribution of any Note under the Act, that would render the disposition of any
Note a violation of Section 5 of the Act or any state securities law, or that
would require registration or qualification pursuant thereto. The Purchaser will
not sell or otherwise transfer any of the Notes, except in compliance with the
provisions of the Indenture.

          (f) The Purchaser hereby certifies, represents and warrants to, and
covenants with the Depositor, the Indenture Trustee, the Securities
Administrator and the Issuing Entity that the following statements in (i) or
(ii) are correct:

          (i) The Purchaser is not, and is not directly or indirectly acquiring
     the Rule 144A Securities for, on behalf of, or with any assets of, an
     employee benefit plan or other arrangement subject to Title I of the
     Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a
     plan subject to Section 4975 of the Internal Revenue Code of 1986, as
     amended (the "Code"), or a plan or other arrangement subject to any
     provisions under any federal, state, local, non-U.S. or other laws or
     regulations that are substantively similar to the foregoing provisions of
     ERISA or the Code ("Similar Law") (a "Plan"); or

          (ii) The Purchaser is a plan that is not subject to ERISA or Section
     4975 of the Code, and its acquisition and holding of such notes or any
     interest therein, throughout the period that it holds such notes, will not
     constitute or result in a violation of Similar Law, and will not subject
     the Depositor, the Indenture Trustee, the Issuing Entity, the Owner
     Trustee, the Securities Administrator, the Master Servicer or the Servicers
     to any obligation in addition to those undertaken by such entities in the
     Indenture.


                                      B-2

<PAGE>

     In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Depositor, the Indenture Trustee, the Securities
Administrator and the Issuing Entity that the Purchaser will not transfer such
Notes to any Plan or person unless either such Plan or person meets the
requirements set forth in either (i) or (ii) above.

                                        Very truly yours,

                                        ----------------------------------------
                                        (Purchaser)


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


                                      B-3

<PAGE>

                                    EXHIBIT C

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                                            ______________, 20__

Merrill Lynch Mortgage Investors, Inc.
250 Vesey Street
4 World Financial Center, 10th Floor
New York, New York 10080

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603

          Re:  Merrill Lynch Mortgage Investors Trust, Series 2007-SL1, Class
               B-3

Ladies and Gentlemen:

     _________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Merrill Lynch Mortgage Investors Trust, Series 2007-SL1
Mortgage Loan Asset-Backed Notes, Class B-3 (the "Notes"), issued pursuant to
the Indenture (the "Indenture"), dated as of May 11, 2007, among Merrill Lynch
Mortgage Investors Trust, Series 2007-SL1 (the "Issuing Entity), LaSalle Bank
National Association (the "Securities Administrator") and Citibank, N.A., as
indenture trustee (the "Indenture Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Indenture. The
Purchaser hereby certifies, represents and warrants to, and covenants with, the
Depositor, the Securities Administrator, the Indenture Trustee and the Issuing
Entity that:

     Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Note, any interest in
any Note or any other similar security to any person in any manner, (b) has
solicited any offer to buy or to accept a pledge, disposition or other transfer
of any Note, any interest in any Note or any other similar security from any
person in any manner, (c) has otherwise approached or negotiated with respect to
any Note, any interest in any Note or any other similar security with any person
in any manner, (d) has made any general solicitation by means of general
advertising or in any other manner, or (e) has taken any other action, that (as
to any of (a) through (e) above) would constitute a distribution of the Notes
under the Securities Act of 1933 (the "Act"), that would render the disposition
of any Note a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner set forth in the foregoing


                                      C-1

<PAGE>

sentence with respect to any Note. The Seller has not and will not sell or
otherwise transfer any of the Notes, except in compliance with the provisions of
the Indenture.

                                        Very truly yours,

                                        ----------------------------------------
                                        (Purchaser)


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


                                      C-2

<PAGE>

                                    EXHIBIT D

                   FORM OF RULE 144A INVESTMENT REPRESENTATION

             DESCRIPTION OF RULE 144A SECURITIES, INCLUDING NUMBERS:

                ________________________________________________

                ________________________________________________

                ________________________________________________

                ________________________________________________

     The undersigned seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities described above to the undersigned buyer (the
"Buyer").

                    (1) In connection with such transfer and in accordance with
               the agreements pursuant to which the Rule 144A Securities were
               issued, the Seller hereby certifies the following facts: Neither
               the Seller nor anyone acting on its behalf has offered,
               transferred, pledged, sold or otherwise disposed of the Rule 144A
               Securities, any interest in the Rule 144A Securities or any other
               similar security to, or solicited any offer to buy or accept a
               transfer, pledge or other disposition of the Rule 144A
               Securities, any interest in the Rule 144A Securities or any other
               similar security from, or otherwise approached or negotiated with
               respect to the Rule 144A Securities, any interest in the Rule
               144A Securities or any other similar security with, any person in
               any manner, or made any general solicitation by means of general
               advertising or in any other manner, or taken any other action,
               that would constitute a distribution of the Rule 144A Securities
               under the Securities Act of 1933, as amended (the "1933 Act"), or
               that would render the disposition of the Rule 144A Securities a
               violation of Section 5 of the 1933 Act or require registration
               pursuant thereto, and that the Seller has not offered the Rule
               144A Securities to any person other than the Buyer or another
               "qualified institutional buyer" as defined in Rule 144A under the
               1933 Act.

                    (2) The Buyer, pursuant to Section 4.02 of the Indenture
               (the "Indenture"), dated as of May 11, 2007, among Merrill Lynch
               Mortgage Investors Trust, Series 2007-SL1 (the "Issuing Entity"),
               La Salle Bank National Association, as securities administrator
               (the "Securities Administrator") and Citibank, N.A., as indenture
               trustee (the "Indenture Trustee") warrants and represents to, and
               covenants with, the Seller, the Indenture Trustee, the Depositor,
               the Issuing Entity, the Securities Administrator, the Master
               Servicer and each Servicer as follows:

               (i) The Buyer understands that the Rule 144A Securities have not
     been registered under the 1933 Act or the securities laws of any state.


                                       D-1

<PAGE>

               (ii) The Buyer considers itself a substantial, sophisticated
     institutional investor having such knowledge and experience in financial
     and business matters that it is capable of evaluating the merits and risks
     of investment in the Rule 144A Securities.

               (iii) The Buyer has been furnished with all information regarding
     the Rule 144A Securities that it has requested from the Seller, the
     Securities Administrator or either Servicer.

               (iv) Neither the Buyer nor anyone acting on its behalf has
     offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
     Securities, any interest in the Rule 144A Securities or any other similar
     security to, or solicited any offer to buy or accept a transfer, pledge or
     other disposition of the Rule 144A Securities, any interest in the Rule
     144A Securities or any other similar security from, or otherwise approached
     or negotiated with respect to the Rule 144A Securities, any interest in the
     Rule 144A Securities or any other similar security with, any person in any
     manner, or made any general solicitation by means of general advertising or
     in any other manner, or taken any other action, that would constitute a
     distribution of the Rule 144A Securities under the 1933 Act or that would
     render the disposition of the Rule 144A Securities a violation of Section 5
     of the 1933 Act or require registration pursuant thereto, nor will it act,
     nor has it authorized or will it authorize any person to act, in such
     manner with respect to the Rule 144A Securities.

               (v) The Buyer is a "qualified institutional buyer" as that term
     is defined in Rule 144A under the 1933 Act and has completed either of the
     forms of certification to that effect attached hereto as Annex I or Annex
     II. The Buyer is aware that the sale to it is being made in reliance on
     Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own
     account or the accounts of other qualified institutional buyers,
     understands that such Rule 144A Securities may be resold, pledged or
     transferred only (i) to a person reasonably believed to be a qualified
     institutional buyer that purchases for its own account or for the account
     of a qualified institutional buyer to whom notice is given that the resale,
     pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant
     to another exemption from registration under the 1933 Act

               (vi) The Buyer (A) is not, and is not directly or indirectly
     acquiring the Rule 144A Securities for, on behalf of, or with any assets
     of, an employee benefit plan or other arrangement subject to Title I of the
     Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a
     plan subject to Section 4975 of the Internal Revenue Code of 1986, as
     amended (the "Code"), or a plan or other arrangement subject to any
     provisions under any federal, state, local, non-U.S. or other laws or
     regulations that are substantively similar to the foregoing provisions of
     ERISA or the Code ("Similar Law") (a "Plan"), (B) is a plan that is not
     subject to ERISA or Section 4975 of the Code, and its acquisition and
     holding of such notes or any interest therein, throughout the period that
     it holds such notes, will not constitute or result in a violation of
     Similar Law, and will not subject the Depositor, the Indenture Trustee, the
     Issuing Entity, the Owner Trustee, the


                                       D-2

<PAGE>

     Securities Administrator, the Master Servicer or the Servicers to any
     obligation in addition to those undertaken by such entities in the
     Indenture.

     This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.

     IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.

-------------------------------------   ----------------------------------------
Print Name of Seller                    Print Name of Purchaser


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

Taxpayer Identification:                Taxpayer Identification:

No.                                     No.
    ---------------------------------       ------------------------------------
Date:                                   Date:
      -------------------------------         ----------------------------------


                                       D-3

<PAGE>

                              ANNEX I TO EXHIBIT D

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [FOR BUYERS OTHER THAN REGISTERED INVESTMENT COMPANIES]

     The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

                    (1) As indicated below, the undersigned is the President,
               Chief Financial Officer, Senior Vice President or other executive
               officer of the Buyer.

                    (2) In connection with purchases by the Buyer, the Buyer is
               a "qualified institutional buyer" as that term is defined in Rule
               144A under the Securities Act of 1933 ("Rule 144A") because (i)
               the Buyer owned and/or invested on a discretionary basis
               $______________________ in securities (except for the excluded
               securities referred to below) as of the end of the Buyer's most
               recent fiscal year (such amount being calculated in accordance
               with Rule 144A) and (ii) the Buyer satisfies the criteria in the
               category marked below.

     ___  Corporation, etc. The Buyer is a corporation (other than a bank,
          savings and loan association or similar institution), Massachusetts or
          similar business trust, partnership, or charitable organization
          described in Section 501(c)(3) of the Internal Revenue Code.

     ___  Bank. The Buyer (a) is a national bank or banking institution
          organized under the laws of any State, territory or the District of
          Columbia, the business of which is substantially confined to banking
          and is supervised by the State or territorial banking commission or
          similar official or is a foreign bank or equivalent institution, and
          (b) has an audited net worth of at least $25,000,000 as demonstrated
          in its latest annual financial statements, a copy of which is attached
          hereto.

     ___  Savings and Loan. The Buyer (a) is a savings and loan association,
          building and loan association, cooperative bank, homestead association
          or similar institution, which is supervised and examined by a State or
          Federal authority having supervision over any such institutions or is
          a foreign savings and loan association or equivalent institution and
          (b) has an audited net worth of at least $25,000,000 as demonstrated
          in its latest annual financial statements.

     ___  Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15
          of the Securities Exchange Act of 1934.


                                       D-4

<PAGE>

     ___  Insurance Company. The Buyer is an insurance company whose primary and
          predominant business activity is the writing of insurance or the
          reinsuring of risks underwritten by insurance companies and which is
          subject to supervision by the insurance commissioner or a similar
          official or agency of a State or territory or the District of
          Columbia.

     ___  State or Local Plan. The Buyer is a plan established and maintained by
          a State, its political subdivisions, or any agency or instrumentality
          of the State or its political subdivisions, for the benefit of its
          employees.

     ___  ERISA Plan. The Buyer is an employee benefit plan within the meaning
          of Title I of the Employee Retirement Income Security Act of 1974, as
          amended ("ERISA").

     ___  Investment Adviser. The Buyer is an investment adviser registered
          under the Investment Advisers Act of 1940.

     ___  SBIC. The Buyer is a Small Business Investment Company licensed by the
          U.S. Small Business Administration under Section 301(c) or (d) of the
          Small Business Investment Act of 1958.

     ___  Business Development Company. The Buyer is a business development
          company as defined in Section 202(a)(22) of the Investment Advisers
          Act of 1940.

     ___  Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
          company and whose participants are exclusively (a) plans established
          and maintained by a State, its political subdivisions, or any agency
          or instrumentality of the State or its political subdivisions, for the
          benefit of its employees, or (b) employee benefit plans within the
          meaning of Title I of the Employee Retirement Income Security Act of
          1974, but is not a trust fund that includes as participants individual
          retirement accounts or H.R. 10 plans.

                    (3) The term "securities" as used herein does not include
               (i) securities of issuers that are affiliated with the Buyer,
               (ii) securities that are part of an unsold allotment to or
               subscription by the Buyer, if the Buyer is a dealer, (iii) bank
               deposit notes and certificates of deposit, (iv) loan
               participations, (v) repurchase agreements, (vi) securities owned
               but subject to a repurchase agreement and (vii) currency,
               interest rate and commodity swaps.

                    (4) For purposes of determining the aggregate amount of
               securities owned and/or invested on a discretionary basis by the
               Buyer, the Buyer used the cost of such securities to the Buyer
               and did not include any of the securities referred to in the
               preceding paragraph. Further, in determining such aggregate
               amount, the Buyer may have included


                                       D-5

<PAGE>

               securities owned by subsidiaries of the Buyer, but only if such
               subsidiaries are consolidated with the Buyer in its financial
               statements prepared in accordance with generally accepted
               accounting principles and if the investments of such subsidiaries
               are managed under the Buyer's direction. However, such securities
               were not included if the Buyer is a majority-owned, consolidated
               subsidiary of another enterprise and the Buyer is not itself a
               reporting company under the Securities Exchange Act of 1934.

                    (5) The Buyer acknowledges that it is familiar with Rule
               144A and understands that the seller to it and other parties
               related to the Certificates are relying and will continue to rely
               on the statements made herein because one or more sales to the
               Buyer may be in reliance on Rule 144A.

---  --- Will the Buyer be purchasing the Rule 144A Securities for the Buyer's
Yes   No own account?

                    (6) If the answer to the foregoing question is "no", the
               Buyer agrees that, in connection with any purchase of securities
               sold to the Buyer for the account of a third party (including any
               separate account) in reliance on Rule 144A, the Buyer will only
               purchase for the account of a third party that at the time is a
               "qualified institutional buyer" within the meaning of Rule 144A.
               In addition, the Buyer agrees that the Buyer will not purchase
               securities for a third party unless the Buyer has obtained a
               current representation letter from such third party or taken
               other appropriate steps contemplated by Rule 144A to conclude
               that such third party independently meets the definition of
               "qualified institutional buyer" set forth in Rule 144A.

                    (7) The Buyer will notify each of the parties to which this
               certification is made of any changes in the information and
               conclusions herein. Until such notice is given, the Buyer's
               purchase of Rule 144A Securities will constitute a reaffirmation
               of this certification as of the date of such purchase.

                                        Print Name of Buyer

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


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


                                       D-6

<PAGE>

                              ANNEX II TO EXHIBIT D

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [FOR BUYERS THAT ARE REGISTERED INVESTMENT COMPANIES]

     The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

                    (1) As indicated below, the undersigned is the President,
               Chief Financial Officer or Senior Vice President of the Buyer or,
               if the Buyer is a "qualified institutional buyer" as that term is
               defined in Rule 144A under the Securities Act of 1933 ("Rule
               144A") because Buyer is part of a Family of Investment Companies
               (as defined below), is such an officer of the Adviser.

                    (2) In connection with purchases by Buyer, the Buyer is a
               "qualified institutional buyer" as defined in SEC Rule 144A
               because (i) the Buyer is an investment company registered under
               the Investment Company Act of 1940, and (ii) as marked below, the
               Buyer alone, or the Buyer's Family of Investment Companies, owned
               at least $100,000,000 in securities (other than the excluded
               securities referred to below) as of the end of the Buyer's most
               recent fiscal year. For purposes of determining the amount of
               securities owned by the Buyer or the Buyer's Family of Investment
               Companies, the cost of such securities was used.

     ____ The Buyer owned $___________________ in securities (other than the
          excluded securities referred to below) as of the end of the Buyer's
          most recent fiscal year (such amount being calculated in accordance
          with Rule 144A).

     ____ The Buyer is part of a Family of Investment Companies which owned in
          the aggregate $______________ in securities (other than the excluded
          securities referred to below) as of the end of the Buyer's most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

                    (3) The term "Family of Investment Companies" as used herein
               means two or more registered investment companies (or series
               thereof) that have the same investment adviser or investment
               advisers that are affiliated (by virtue of being majority owned
               subsidiaries of the same parent or because one investment adviser
               is a majority owned subsidiary of the other).


                                       D-7

<PAGE>

                    (4) The term "securities" as used herein does not include
               (i) securities of issuers that are affiliated with the Buyer or
               are part of the Buyer's Family of Investment Companies, (ii) bank
               deposit notes and certificates of deposit, (iii) loan
               participations, (iv) repurchase agreements, (v) securities owned
               but subject to a repurchase agreement and (vi) currency, interest
               rate and commodity swaps.

                    (5) The Buyer is familiar with Rule 144A and understands
               that each of the parties to which this certification is made are
               relying and will continue to rely on the statements made herein
               because one or more sales to the Buyer will be in reliance on
               Rule 144A. In addition, the Buyer will only purchase for the
               Buyer's own account.

                    (6) The undersigned will notify each of the parties to which
               this certification is made of any changes in the information and
               conclusions herein. Until such notice, the Buyer's purchase of
               Rule 144A Securities will constitute a reaffirmation of this
               certification by the undersigned as of the date of such purchase.

                                        ----------------------------------------
                                        Print Name of Buyer


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


                                        IF AN ADVISER:

                                        ----------------------------------------
                                        Print Name of Buyer

                                        Date:
                                              -------------------


                                       D-8

<PAGE>

                                   EXHIBIT E-1

                             FORM OF SWAP AGREEMENT
                            [Intentionally Omitted]

                                     E-1-1

<PAGE>

                                   EXHIBIT E-2

                            FORM OF CORRIDOR CONTRACT
                            [Intentionally Omitted]

                                      E-2-1

<PAGE>

                                    EXHIBIT F

                            ERISA TRANSFER AFFIDAVIT

     The transferee hereby represents and warrants either (i) that it is not,
and is not acquiring the Notes for, on behalf of, or with any assets of, an
employee benefit plan or other arrangement subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), a plan subject to
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a
plan or other arrangement subject to any provisions under any federal, state,
local, non-U.S. or other laws or regulations that are substantively similar to
the foregoing provisions of ERISA or the Code ("Similar Law") (a "Plan"), or
(ii)(A) solely in the case of the Notes other than the Class B-3 Notes, it is a
Plan, but its acquisition and holding of the notes, throughout the period that
it holds such notes, will not constitute or result in a non-exempt prohibited
transaction under ERISA or the Code, or a violation of Similar Law, or (B)
solely in the case of the Class B-3 Notes, it is a plan that is not subject to
ERISA or Section 4975 of the Code, and its acquisition and holding of such notes
or any interest therein, throughout the period that it holds such notes, will
not constitute or result in a violation of Similar Law, and in the case of both
(A) and (B) will not subject the Depositor, the Indenture Trustee, the Issuing
Entity, the Owner Trustee, the Securities Administrator, the Master Servicer or
the Servicers to any obligation in addition to those undertaken by such entities
in the Indenture.

                                        [TRANSFEREE]


                                        BY:
                                            ------------------------------------
                                        NAME:
                                              ----------------------------------
                                        TITLE:
                                               ---------------------------------


                                       F-1

<PAGE>

                                    EXHIBIT G

                   FORM OF INITIAL/INTERIM/FINAL CERTIFICATION

                                     [DATE]

Merrill Lynch Mortgage Investors, Inc.
250 Vesey Street
4 World Financial Center, 10th Floor
New York, New York 10080

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York 10013
Attn: Structured Finance Agency & Trust, MLMI 2007-SL1

Re:  Merrill Lynch Mortgage Investors Trust, Series 2007-SL1 Mortgage Loan
     Asset-Backed Securities

Ladies and Gentlemen:

     In accordance with the Indenture, dated as of May 11, 2007, among Merrill
Lynch Mortgage Investors Trust, Series 2007-SL1, as issuing entity, LaSalle Bank
National Association, as securities administrator and Citibank, N.A., as
indenture trustee (the "Indenture"), the undersigned, as Custodian, hereby
certifies that [, except as set forth in Schedule A hereto,] as to each Mortgage
Loan listed in the Mortgage Loan Schedule attached hereto (other than any
Mortgage Loan paid in full or listed on the attachment hereto) it has reviewed
the Mortgage File and the Mortgage Loan Schedule and has determined that:

          (i) All documents in the Mortgage File required to be delivered to the
     Custodian pursuant to the Indenture and the documents if actually received
     by it under the Indenture are in its possession;

          (ii) In connection with each Mortgage Loan or Assignment thereof as to
     which documentary evidence of recording was not received on the Closing
     Date, it has received evidence of such recording; and

          (iii) Such documents have been reviewed by it and appear regular on
     their face and relate to such Mortgage Loan.


                                       G-1

<PAGE>

          The Custodian has made no independent examination of any documents
     contained in each Mortgage File beyond confirming (i) that the Mortgage
     Loan number, the name of the Mortgagor, the street address (excluding zip
     code), the mortgage interest rate at origination, the gross margin (if
     applicable), the lifetime rate cap (if applicable), the periodic rate cap
     (if applicable), the original principal balance, the first payment due date
     and the original maturity date in each Mortgage File conform to the
     respective Mortgage Loan number and name listed on the Mortgage Loan
     Schedule and (ii) the existence in each Mortgage File of each of the
     documents listed in the Indenture. The Custodian makes no representations
     or warranties as to the validity, legality, recordability, sufficiency,
     enforceability, due authorization or genuineness of any of the documents
     contained in each Mortgage Loan or the collectability, insurability,
     effectiveness, priority, perfection or suitability of any such Mortgage
     Loan.

          Capitalized words and phrases used herein shall have the respective
     meanings assigned to them in the above-referenced Indenture.

                                        [_________________________________],
                                        as Custodian


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


                                       G-2
<PAGE>

                                                        Dechert Draft of 5/24/07

                                   APPENDIX A

                                  DEFINED TERMS

     Accepted Servicing Practices: With respect to any Mortgage Loan, those
mortgage servicing practices (including collection procedures) of prudent
mortgage banking institutions that service mortgage loans of the same type as
such Mortgage Loan in the jurisdiction where the related Mortgaged Property is
located.

     Accepted Master Servicing Practices: With respect to any Mortgage Loan,
those mortgage servicing practices (including collection procedures) of prudent
mortgage banking institutions that master service mortgage loans of the same
type as such Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located.

     Accountant's Attestation: As defined in Section 3.18 of the Mortgage Loan
Servicing Agreement.

     Accrual Period: With respect to the Class A, Class M and Class B Notes and
the Class R Certificates, their Corresponding REMIC Regular Interests and the
Lower Tier REMIC Interests and any Payment Date, the period from and including
the immediately preceding Payment Date (or from the Closing Date, in the case of
the first Accrual Period) to and including the day prior to such Payment Date.
With respect to the Class G Certificates and the SWAP REMIC Regular Interests
and any Payment Date, the calendar month preceding such Payment Date. All
calculations of interest on the Class A, Class M and Class B Notes and the Class
R Certificates, their Corresponding REMIC Regular Interests and the Lower Tier
REMIC Interests (other than the Class LT-IO Interest) will be made on the basis
of the actual number of days elapsed in the related Accrual Period and a 360 day
year. All calculations of interest on the Class G Certificates and the SWAP
REMIC Regular Interests will be made on the basis of a 360 day year consisting
of twelve 30 day months.

     Act of Noteholder: As defined in Section 11.03 of the Indenture.

     Additional Balance: With respect to any HELOC, any future Draw (other than
a Draw representing an Excluded Amount) made by the related Mortgagor pursuant
to the related HELOC Agreement after the Cut-Off Date, together with all money
due or to become due in respect of such Draw.

     Additional Balance Advance Amount: With respect to any Payment Date, the
sum of (a) the excess, if any, of (i) the aggregate principal amount of
Additional Balances conveyed to the Trust Estate during the related Due Period,
over (ii) Principal Funds applied to purchase such Additional Balances and (b)
any Additional Balance Advance Amount remaining unreimbursed from a prior
Payment Date. The Additional Balance Advance Amount shall be evidenced by the
Class G Certificates. In no event shall Excluded Amounts constitute a part of
the Additional Balance Advance Amount.

     Additional Form 10-D Disclosure: As defined in Section 3.20 of the Mortgage
Loan Servicing Agreement.

     Adjustment Date: With respect to each HELOC, the date set forth in the
related HELOC Agreement on which the related Mortgage Interest Rate on the HELOC
is adjusted in accordance with the terms of the HELOC Agreement.


                                       A-1

<PAGE>

     Administrator: LaSalle Bank National Association and its successors or
assigns or any successor administrator appointed pursuant to the terms of the
Administration Agreement.

     Administration Agreement: The administration agreement dated as of the
Closing Date among the Depositor, the Owner Trustee, the Issuing Entity and the
Securities Administrator.

     Advance: The payment required to be made by a Servicer or the Master
Servicer, as applicable, with respect to any Payment Date pursuant to Section
4.01 of the Mortgage Loan Servicing Agreement, the amount of any such advances
being equal to the sum of the aggregate amount of all payments of principal and
interest (or, with respect to the interest-only Mortgage Loans, payments of
scheduled interest), net of the Servicing Fee, on the related Mortgage Loans
that are not HELOCs that were due during the applicable Due Period and not
received as of the close of business on the related Determination Date, except
as provided in Section 4.01 hereof, less the aggregate amount of any such
Delinquent payments that the applicable Servicer or Master Servicer, as
applicable, has determined would constitute a Non-Recoverable Advance were an
advance to be made with respect thereto; provided, however, that with respect to
(i) any Mortgage Loan that is 150 days delinquent or more (whether or not the
Mortgage Loan has been converted to an REO Property) (ii) shortfalls in
principal and interest due to bankruptcy proceedings or the application of the
Relief Act or similar laws, (iii) the Balloon Amount and any interest owing when
the Balloon Amount is due, or (iv) principal payments with respect to Litton
only, there will be no obligation to make advances and, provided further,
however, that with respect to any Mortgage Loan that has been converted to an
REO Property, which is less than 150 days delinquent, the obligation to make
Advances shall only be to payments of interest (subject to the exceptions
described above and net of the related Servicing Fees), to be calculated after
taking into account rental income.

     Advance Facility: A financing or other facility as described in Section
3.30 of the Mortgage Loan Servicing Agreement.

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

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

     Amortization Event: An Amortization Event will be in effect for any Payment
Date if any one of the following events is in effect with respect to such
Payment Date:

     i. Countrywide, as Servicer of the HELOCs, is in default under the terms of
the Countrywide Servicing Agreement, such default remains unremedied, and
another qualified servicer has not been appointed to replace Countrywide;

     ii. the Issuing Entity is subject to regulation by the Securities and
Exchange Commission as an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, is insolvent or is determined to be
an association (or publicly traded partnership) taxable as a corporation for
federal income tax purposes;


                                       A-2

<PAGE>

     iii. any of the parties has failed to observe or perform in a material
respect any covenant or agreement set forth in the Countrywide Servicing
Agreement or the Indenture, which failure continues unremedied for a period of
90 days after written notice thereof and which failure materially and adversely
affects the interests of the Securityholders;

     iv. any representation or warranty made in the Countrywide Servicing
Agreement or the Indenture shall prove to have been incorrect in any material
respect when made and shall continue to be incorrect for the applicable cure
period, after written notice and as a result of which the interests of the
securityholders are materially and adversely affected;

     v. the Class Principal Balance of the Class G Certificate is equal to or
greater than 0.50% of the aggregate principal balance of the Mortgage Loans; or

     vi. the quotient (expressed as a percentage) of (1) the aggregate Realized
Losses on the HELOCs incurred from the Cut-off Date through the last day of the
calendar month preceding such Payment Date and (2) the aggregate principal
balance of the HELOCs as of the Cut-off Date exceeds the Required Loss
Percentage below:

<TABLE>
<CAPTION>
                                           PERCENTAGE OF INITIAL
    PAYMENT DATE                       AGGREGATE COLLATERAL BALANCE
-----------------------   ------------------------------------------------------
<S>                       <C>
May 2009-April 2010       2.20% with respect to May 2009, plus an additional
                          1/12th  of 2.75% for each month thereafter

May 2010-April 2011       4.95% with respect to May 2010, plus an additional
                          1/12th  of 2.20% for each month thereafter

May 2011-April 2012       7.15% with respect to May 2011, plus an additional
                          1/12th  of 1.65% for each month thereafter

May 2012-April 2013       8.80% with respect to May 2012, plus an additional
                          1/12th  of 1.10% for each month thereafter

May 2013-April 2014       9.90% with respect to May 2013, plus an additional
                          1/12th  of 1.10% for each month thereafter

May 2014 and thereafter   11.00%
</TABLE>

     After the occurrence of an Amortization Event with respect to a Payment
Date, any future Draws shall be Excluded Amounts and shall not constitute a part
of the Additional Balance Advance Amount and shall be the property of the
Depositor. Such Draws shall continue to be Excluded Amounts until the next
Payment Date on which an Amortization Event is not in effect.

     Annual Statement as to Compliance: As defined in Section 3.17 of the
Mortgage Loan Servicing Agreement.


                                       A-3

<PAGE>

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

     Appraised Value: With respect to any Mortgaged Property, the value thereof
as determined by a property valuation made for the originator of the Mortgage
Loan at the time of origination of the Mortgage Loan meeting the underwriting
requirements of the originator.

     Assessment of Compliance: As defined in Section 3.18 of the Mortgage Loan
Servicing Agreement.

     Assignment of Mortgage: With respect to any Mortgage, an assignment, notice
of transfer or equivalent instrument, in recordable form, sufficient under the
laws of the jurisdiction in which the related Mortgaged Property is located to
reflect the sale of the Mortgage, 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
jurisdiction.

     Auction Purchaser: As defined in Section 11.18 of the Indenture.

     Authorized Newspaper: A newspaper of general circulation in the Borough of
Manhattan, the City of New York, printed in the English language and customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays.

     Authorized Officer: With respect to the Issuing Entity, any officer of the
Owner Trustee or Administrator who is authorized to act in matters relating to
the Issuing Entity under the Trust Agreement or Administration Agreement and who
is identified on the list of Authorized Officers delivered to the Securities
Administrator and the Indenture Trustee on the Closing Date (as such list may be
modified or supplemented from time to time thereafter).

     Available Funds Cap: With respect to a Payment 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 based on the Net Mortgages Rates in effect on the
related Due Date, less any Net Swap Payments or Swap Termination Payments (other
than Defaulted Swap Termination Payments) owed to the Swap Counterparty for such
Payment Date, and (y) the aggregate Stated Principal Balance of the Mortgage
Loans as of the immediately preceding Payment 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.

     Balloon Amount: The balloon payment of the remaining outstanding principal
balance of a Mortgage Loan.

     Balloon Loan: A Mortgage Loan having an original term to stated maturity of
approximately 15 or 30 years and providing for level monthly payments generally
based on a 30 or 40 year amortization schedule with a payment of a Balloon
Amount due on such Mortgage Loan at its stated maturity.

     Bankruptcy Code: The United States Bankruptcy Code of 1978, as amended.

     Beneficial Owner: With respect to any Note, the Person who is the owner of
a security entitlement to such Note as reflected on the books of the Depository
or on the books of a Person


                                       A-4

<PAGE>

maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with
the rules of such Depository).

     Book-Entry Notes: Notes held by the Depository as described in Section 4.06
of the Indenture. Initially, the Notes shall be Book-Entry Notes.

     Business Day: Any day other than (i) a Saturday or Sunday, (ii) with
respect to Wilshire only, a day on which the New York Stock Exchange is closed
or (iii) a day on which banking institutions in the State of Illinois, State of
California, State of Texas, State of Oregon or the City of New York, New York
are authorized or obligated by law or executive order to be closed.

     Certificates: Collectively, the Class G Certificates, Class R Certificates,
Class P Certificates and Class C Certificates.

     Certificate Distribution Account: The account or accounts created and
maintained by the Certificate Paying Agent pursuant to Section 3.10(c) of the
Trust Agreement. The Certificate Paying Agent will make all distributions on the
Certificates from money on deposit in the Certificate Distribution Account. The
Certificate Distribution Account shall be an Eligible Account.

     Certificate of Trust: The Certificate of Trust filed for the Owner Trust
pursuant to Section 3 810(a) of the Statutory Trust Statute, including all
amendments and restatements.

     Certificate Paying Agent: The paying agent appointed pursuant to Section
3.10 of the Trust Agreement.

     Certificate Percentage Interest: With respect to any Certificate, the
Certificate Percentage Interest stated on the face thereof.

     Certificate Register: The register maintained by the Certificate Registrar
in which the Certificate Registrar shall provide for the registration of the
Certificates and of transfers and exchanges of the Certificates.

     Certificate Registrar: Initially, the Securities Administrator, in its
capacity as Certificate Registrar, or any successor to the Securities
Administrator in such capacity.

     Certificateholder: The Person in whose name a Certificate is registered in
the Certificate Register except that, any Certificate registered in the name of
the Issuing Entity, the Owner Trustee, the Securities Administrator or the
Indenture Trustee or any Affiliate of the Owner Trustee, the Securities
Administrator or the Indenture Trustee shall be deemed not to be outstanding and
the registered holder will not be considered a Certificateholder or a holder for
purposes of giving any request, demand, authorization, direction, notice,
consent or waiver under the Indenture or the Trust Agreement provided that, in
determining whether the Indenture Trustee, the Securities Administrator or the
Owner Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Certificates that the
Indenture Trustee, the Securities Administrator or the Owner Trustee knows to be
so owned shall be so disregarded. Owners of Certificates that have been pledged
in good faith may be regarded as Holders if the pledgee establishes to the
satisfaction of the Indenture Trustee, the Securities Administrator or the Owner
Trustee, as the case may be, the pledgee's right so to act with respect to such


                                       A-5

<PAGE>

Certificates and that the pledgee is not the Issuing Entity, any other obligor
upon the Certificates or any Affiliate of the Owner Trustee, the Securities
Administrator or the Indenture Trustee.

     Class: Collectively, all of the Notes or Certificates bearing the same
designation.

     Class A Notes: The Class A-1 Notes and the Class A-2 Notes.

     Class A Principal Payment Amount:

          (1) with respect to any Payment Date prior to the related Stepdown
Date or as to which a Stepdown Trigger Event exists, 100% of the Principal
Payment Amount for such Payment Date; and

          (2) with respect to any Payment Date on or after the Stepdown Date and
as to which a Stepdown Trigger Event does not exist, the excess of (A) the Class
Principal Balance of the Class A Notes and the Class R Certificate immediately
prior to such Payment Date over (B) the lesser of (1) approximately 9.60% of the
aggregate Stated Principal Balance of the Mortgage Loans as of such Payment Date
and (2) the excess of the aggregate Stated Principal Balance of the Mortgage
Loans as of the end of the immediately preceding Due Period over approximately
$41,578,537; provided, however, that in no event will the Class A Principal
Payment Amount with respect to any Payment Date exceed the aggregate Class
Principal Balance of the Class A Notes and the Class R Certificate.

     Class A-1 Notes: The Class A-1 Mortgage Loan Asset-Backed Notes, Series
2007-SL1, in substantially the form set forth in Exhibit A-1 to the Indenture.

     Class A-2 Notes: The Class A-2 Mortgage Loan Asset-Backed Notes, Series
2007-SL1, in substantially the form set forth in Exhibit A-1 to the Indenture.

     Class B Notes: The Class B-1 Notes, Class B-2 Notes and Class B-3 Notes.

     Class B-1 Notes: The Class B-1 Mortgage Loan Asset-Backed Notes, Series
2007-SL1, in substantially the form set forth in Exhibit A-3 to the Indenture.

     Class B-1 Principal Payment Amount: With respect to any Payment Date on or
after the Stepdown Date, 100% of the Principal Payment Amount if the aggregate
Class Principal Balance of the Class A and Class M Notes 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 Principal
Balance of the Class A and Class M Notes (after taking into account payments of
the related Class Principal Payment Amount for such Payment Date) and (B) the
Class Principal Balance of the Class B-1 Notes immediately prior to such Payment
Date over (2) the lesser of (A) approximately 60.70% of the aggregate Stated
Principal Balance of the Mortgage Loans as of such Payment Date and (B) the
excess of the aggregate Stated Principal Balance of the Mortgage Loans as of as
of such Payment Date over approximately $41,578,537. Notwithstanding the above,
(1) on any Payment Date prior to the Stepdown Date on which the aggregate Class
Principal Balance of the Class A and Class M Notes has been reduced to zero, the
Class B-1 Principal Payment Amount will equal the lesser of (A) the outstanding
Class Principal Balance of the Class B-1 Notes and (B) 100% of the Principal
Payment Amount remaining after any payments on the Class A and Class M Notes and
(2) in no event will the Class B-1 Principal Payment Amount with respect to any
Payment Date exceed the Class Principal Balance of the Class B-1 Notes.


                                       A-6

<PAGE>

     Class B-2 Notes: The Class B-2 Mortgage Loan Asset-Backed Notes, Series
2007-SL1, in substantially the form set forth in Exhibit A-3 to the Indenture.

     Class B-2 Principal Payment Amount: With respect to any Payment Date on or
after the Stepdown Date, 100% of the Principal Payment Amount if the aggregate
Class Principal Balance of the Class A, Class M and Class B-1 Notes 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
Principal Balance of the Class A, Class M and Class B-1 Notes (after taking into
account payments of the related Class Principal Payment Amount for such Payment
Date) and (B) the Class Principal Balance of the Class B-2 Notes immediately
prior to such Payment Date over (2) the lesser of (A) approximately 65.40% of
the aggregate Stated Principal Balance of the Mortgage Loans as of such Payment
Date and (B) the excess of the aggregate Stated Principal Balance of the
Mortgage Loans as of such Payment Date over approximately $41,578,537.
Notwithstanding the above, (1) on any Payment Date prior to the Stepdown Date on
which the aggregate Class Principal Balance of the Class A, Class M and Class
B-1 Notes has been reduced to zero, the Class B-2 Principal Payment Amount will
equal the lesser of (A) the outstanding Class Principal Balance of the Class B-2
Notes and (B) 100% of the Principal Payment Amount remaining after any payments
on the Class A, Class M and Class B-1 Notes and (2) in no event will the Class
B-2 Principal Payment Amount with respect to any Payment Date exceed the Class
Principal Balance of the Class B-2 Notes.

     Class B-3 Notes: The Class B-3 Mortgage Loan Asset-Backed Notes, Series
2007-SL1, in substantially the form set forth in Exhibit A-3 to the Indenture.

     Class B-3 Principal Payment Amount: With respect to any Payment Date on or
after the Stepdown Date, 100% of the Principal Payment Amount if the aggregate
Class Principal Balance of the Class A, Class M, Class B-1 and Class B-2 Notes
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 Principal Balance of the Class A, Class M, Class B-1 and Class B-2 Notes
(after taking into account payments of the related Class Principal Payment
Amount for such Payment Date) and (B) the Class Principal Balance of the Class
B-3 Notes immediately prior to such Payment Date over (2) the lesser of (A)
approximately 70.80% of the aggregate Stated Principal Balance of the Mortgage
Loans as of such Payment Date and (B) the excess of the aggregate Stated
Principal Balance of the Mortgage Loans as of such Payment Date over
approximately $41,578,537. Notwithstanding the above, (1) on any Payment Date
prior to the Stepdown Date on which the aggregate Class Principal Balance of the
Class A, Class M, Class B-1 and Class B-2 Notes has been reduced to zero, the
Class B-3 Principal Payment Amount will equal the lesser of (A) the outstanding
Class Principal Balance of the Class B-3 Notes and (B) 100% of the Principal
Payment Amount remaining after any payments on the Class A, Class M, Class B-1
and Class B-2 Notes and (2) in no event will the Class B-3 Principal Payment
Amount with respect to any Payment Date exceed the Class Principal Balance of
the Class B-3 Notes.

     Class C Certificates: The Class C Certificates substantially in the form of
Exhibit A to the Trust Agreement.

     Class C Certificate Distribution Amount: The amounts payable on any Payment
Date to the Certificate Paying Agent under Section 3.06 of the Indenture for
payment to the Class C Certificates under the Trust Agreement.


                                       A-7

<PAGE>

     Class C Current Interest: As of any Payment 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 Payment Date, plus the
interest portion of any previous distributions on such Class that is recovered
as a voidable preference by a trustee in bankruptcy, less any Non-Supported
Interest Shortfall allocated on such Payment 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 Regular Interests (other than the
Class LT-IO Interest) (treating for purposes of this clause (b) the interest
rate on each of the Lower Tier REMIC Marker Interests as being capped at the
interest rate of the Corresponding REMIC Regular Interest of the Corresponding
Notes and treating the Class LTX 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: With respect to the Class C
Certificate and each Payment Date, the excess of (A) the Current Interest for
such class with respect to prior Payment Dates over (B) the amount actually paid
to such class with respect to Current Interest and Class C Interest Carry
Forward Amount on such prior Payment Dates or added to the aggregate Class
Principal Balance of the Class C Certificates (other than amounts so added
attributable to Subsequent Recoveries or proceeds of the Swap Agreement).

     Class G Certificates: The Class G Certificates substantially in the form of
Exhibit K to the Trust Agreement. The Class G Certificates are designated as the
sole class of "residual interest" in the SWAP REMIC.

     Class G Certificate Distribution Amount: The amounts payable on any Payment
Date to the Certificate Paying Agent under Section 3.06 of the Indenture for
payment to the Class G Certificates under the Trust Agreement.

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

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


                                       A-8

<PAGE>

     Class LTB-3 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/2 of the initial principal
balance of its Corresponding Note and an interest rate equal to the Net Rate.

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

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

     Class LTM-6 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/2 of the initial principal
balance of its Corresponding Note and an interest rate equal to the Net Rate.

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

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

     Class M Notes: The Class M-1 Notes, Class M-2 Notes, Class M-3 Notes, Class
M-4 Notes, Class M-5 Notes and Class M-6 Notes.

     Class M-1 Notes: The Class M-1 Mortgage Loan Asset-Backed Notes, Series
2007-SL1, in substantially the form set forth in Exhibit A-2 to the Indenture.

     Class M-1 Principal Payment Amount: With respect to any Payment Date on or
after the Stepdown Date, 100% of the Principal Payment Amount if the aggregate
Class Principal Balance of the Class A Notes 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 Principal Balance of
the


                                       A-9

<PAGE>

Class A Notes (after taking into account payments of the Class A Principal
Payment Amount to the Class A Notes for such Payment Date) and (B) the Class
Principal Balance of the Class M-1 Notes immediately prior to such Payment Date
over (2) the lesser of (A) approximately 20.90% of the aggregate Stated
Principal Balance of the Mortgage Loans as of such Payment Date and (B) the
excess of the aggregate Stated Principal Balance of the Mortgage Loans as of
such Payment Date over approximately $41,578,537. Notwithstanding the above, (1)
on any Payment Date prior to the Stepdown Date on which the aggregate Class
Principal Balance of the Class A Notes has been reduced to zero, the Class M-1
Principal Payment Amount will equal the lesser of (A) the outstanding Class
Principal Balance of the Class M-1 Notes and (B) 100% of the Principal Payment
Amount remaining after any payments on the Class A Notes and (2) in no event
will the Class M-1 Principal Payment Amount with respect to any Payment Date
exceed the Class Principal Balance of the Class M-1 Notes.

     Class M-2 Notes: The Class M-2 Mortgage Loan Asset-Backed Notes, Series
2007-SL1, in substantially the form set forth in Exhibit A-2 to the Indenture.

     Class M-2 Principal Payment Amount: With respect to any Payment Date on or
after the Stepdown Date, 100% of the Principal Payment Amount if the Class
Principal Balance of each class of Class A and Class M-1 Notes 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
Principal Balance of the Class A and Class M-1 Notes (after taking into account
payments of the related Class Principal Payment Amount for such Payment Date)
and (B) the Class Principal Balance of the Class M-2 Notes immediately prior to
such Payment Date over (2) the lesser of (A) approximately 31.40% of the
aggregate Stated Principal Balance of the Mortgage Loans as of such Payment Date
and (B) the excess of the aggregate Stated Principal Balance of the Mortgage
Loans as of such Payment Date over approximately $41,578,537. Notwithstanding
the above, (1) on any Payment Date prior to the Stepdown Date on which the
aggregate Class Principal Balance of the Class A Notes and the Class M-1 Notes
has been reduced to zero, the Class M-2 Principal Payment Amount will equal the
lesser of (A) the outstanding Class Principal Balance of the Class M-2 Notes and
(B) 100% of the Principal Payment Amount remaining after any payments on the
Class A and Class M-1 Notes and (2) in no event will the Class M-2 Principal
Payment Amount with respect to any Payment Date exceed the Class Principal
Balance of the Class M-2 Notes.

     Class M-3 Notes: The Class M-3 Mortgage Loan Asset-Backed Notes, Series
2007-SL1, in substantially the form set forth in Exhibit A-2 to the Indenture.

     Class M-3 Principal Payment Amount: With respect to any Payment Date on or
after the Stepdown Date, 100% of the Principal Payment Amount if the Class
Principal Balance of each class of Class A, Class M-1 and Class M-2 Notes 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 Principal Balance of the Class A, Class M-1 and Class M-2 Notes
(after taking into account payments of the related Class Principal Payment
Amount for such Payment Date) and (B) the Class Principal Balance of the Class
M-3 Notes immediately prior to such Payment Date over (2) the lesser of (A)
approximately 37.80% of the aggregate Stated Principal Balance of the Mortgage
Loans as of such Payment Date and (B) the excess of the aggregate Stated
Principal Balance of the Mortgage Loans as of such Payment Date over
approximately $41,578,537. Notwithstanding the above, (1) on any Payment Date
prior to the Stepdown Date on which the aggregate Class Principal Balance of the
Class A, Class M-1 and Class M-2 Notes has been reduced to zero, the Class M-3
Principal Payment Amount will equal the lesser of (A) the outstanding Class
Principal Balance of the Class M-3 Notes and (B) 100% of the


                                      A-10

<PAGE>

Principal Payment Amount remaining after any payments on the Class A, Class M-1
and Class M-2 Notes and (2) in no event will the Class M-3 Principal Payment
Amount with respect to any Payment Date exceed the Class Principal Balance of
the Class M-3 Notes.

     Class M-4 Notes: The Class M-4 Mortgage Loan Asset-Backed Notes, Series
2007-SL1, in substantially the form set forth in Exhibit A-2 to the Indenture.

     Class M-4 Principal Payment Amount: With respect to any Payment Date on or
after the Stepdown Date, 100% of the Principal Payment Amount if the Class
Principal Balance of each class of Class A, Class M-1, Class M-2 and Class M-3
Notes 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 Principal Balance of the Class A, Class M-1, Class M-2 and Class
M-3 Notes (after taking into account payments of the related Class Principal
Payment Amount for such Payment Date) and (B) the Class Principal Balance of the
Class M-4 Notes immediately prior to such Payment Date over (2) the lesser of
(A) approximately 43.80% of the aggregate Stated Principal Balance of the
Mortgage Loans as of such Payment Date and (B) the excess of the aggregate
Stated Principal Balance of the Mortgage Loans as of such Payment Date over
approximately $41,578,537. Notwithstanding the above, (1) on any Payment Date
prior to the Stepdown Date on which the aggregate Class Principal Balance of the
Class A, Class M-1, Class M-2 and Class M-3 Notes has been reduced to zero, the
Class M-4 Principal Payment Amount will equal the lesser of (A) the outstanding
Class Principal Balance of the Class M-4 Notes and (B) 100% of the Principal
Payment Amount remaining after any payments on the Class A, Class M-1, Class M-2
and Class M-3 Notes and (2) in no event will the Class M-4 Principal Payment
Amount with respect to any Payment Date exceed the Class Principal Balance of
the Class M-4 Notes.

     Class M-5 Notes: The Class M-5 Mortgage Loan Asset-Backed Notes, Series
2007-SL1, in substantially the form set forth in Exhibit A-2 to the Indenture.

     Class M-5 Principal Payment Amount: With respect to any Payment Date on or
after the Stepdown Date, 100% of the Principal Payment Amount if the Class
Principal Balance of each class of Class A, Class M-1, Class M-2, Class M-3 and
Class M-4 Notes 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 Principal Balance of the Class A, Class M-1,
Class M-2, Class M-3 and Class M-4 Notes (after taking into account payments of
the related Class Principal Payment Amount for such Payment Date) and (B) the
Class Principal Balance of the Class M-5 Notes immediately prior to such Payment
Date over (2) the lesser of (A) approximately 49.90% of the aggregate Stated
Principal Balance of the Mortgage Loans as of such Payment Date and (B) the
excess of the aggregate Stated Principal Balance of the Mortgage Loans as of
such Payment Date over approximately $41,578,537. Notwithstanding the above, (1)
on any Payment Date prior to the Stepdown Date on which the aggregate Class
Principal Balance of the Class A, Class M-1, Class M-2, Class M-3 and Class M-4
Notes has been reduced to zero, the Class M-5 Principal Payment Amount will
equal the lesser of (A) the outstanding Class Principal Balance of the Class M-5
Notes and (B) 100% of the Principal Payment Amount remaining after any payments
on the Class A, Class M-1, Class M-2, Class M-3 and Class M-4 Notes and (2) in
no event will the Class M-5 Principal Payment Amount with respect to any Payment
Date exceed the Class Principal Balance of the Class M-5 Notes.

     Class M-6 Notes: The Class M-6 Mortgage Loan Asset-Backed Notes, Series
2007-SL1, in substantially the form set forth in Exhibit A-2 to the Indenture.


                                      A-11

<PAGE>

     Class M-6 Principal Payment Amount: With respect to any Payment Date on or
after the Stepdown Date, 100% of the Principal Payment Amount if the Class
Principal Balance of each class of Class A, Class M-1, Class M-2, Class M-3,
Class M-4 and Class M-5 Notes 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 Principal Balance of the Class A,
Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Notes (after taking
into account payments of the related Class Principal Payment Amount for such
Payment Date) and (B) the Class Principal Balance of the Class M-6 Notes
immediately prior to such Payment Date over (2) the lesser of (A) approximately
55.60% of the aggregate Stated Principal Balance of the Mortgage Loans as of
such Payment Date and (B) the excess of the aggregate Stated Principal Balance
of the Mortgage Loans as of such Payment Date over approximately $41,578,537.
Notwithstanding the above, (1) on any Payment Date prior to the Stepdown Date on
which the aggregate Class Principal Balance of the Class A, Class M-1, Class
M-2, Class M-3, Class M-4 and Class M-5 Notes has been reduced to zero, the
Class M-6 Principal Payment Amount will equal the lesser of (A) the outstanding
Class Principal Balance of the Class M-6 Notes and (B) 100% of the Principal
Payment Amount remaining after any payments on the Class A, Class M-1, Class
M-2, Class M-3, Class M-4 and Class M-5 Notes and (2) in no event will the Class
M-6 Principal Payment Amount with respect to any Payment Date exceed the Class
Principal Balance of the Class M-6 Notes.

     Class P Certificates: The Class P Certificates substantially in the form of
Exhibit L to the Trust Agreement.

     Class P Certificate Distribution Amount: The amounts payable on any Payment
Date to the Certificate Paying Agent under Section 3.06 of the Indenture for
payment to the Class P Certificates under the Trust Agreement.

     Class Principal Balance: With respect to any class of Notes and the Class C
and Class R Certificates and as of any Payment Date, the outstanding principal
balance of such class on the date of the initial issuance of the securities as
reduced, but not below zero, by (i) all amounts paid on previous Payment Dates
on such class on account of principal; and (ii) such class's share of any
Applied Realized Loss Amounts for previous Payment Dates. On each Payment Date,
after all payments of principal on such Payment Date, a portion of the Class C
Interest Carry Forward Amount in an amount equal to the excess of the
Overcollateralization Amount on such Payment Date over the Overcollateralization
Amount as of the preceding Payment Date (or, in the case of the first Payment
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 Principal Balance of the Class C Certificates (on a pro rata
basis). Notwithstanding the immediately preceding sentence, however, to the
extent any excess referred to in the immediately preceding sentence is
attributable to distributions of proceeds of the Swap Agreement, such sentence
shall be applied by substituting the "the Unpaid Realized Loss Amount for the
Class C Certificates" for the "Class C Interest Carry Forward Amount".
Notwithstanding the foregoing, on any Payment Date relating to the preceding
calendar month in which a Subsequent Recovery has been received by the related
Servicer, the Class Principal Balance of any class of Subordinate Notes or
Certificates then outstanding for which any Applied Realized Loss Amount has
been allocated will be increased, in order of seniority, by an amount equal to
the lesser of (I) the Unpaid Realized Loss Amount for such class of Notes or
Certificates and (II) the total of any Subsequent Recovery paid on such date to
the securityholders (reduced by the amount of the


                                      A-12

<PAGE>

increase in the Class Principal Balance of any more senior class of Notes or
Certificates pursuant to this sentence on such Payment Date). With respect to
the Class G Certificates and as of any Payment Date, the Additional Balance
Advance Amount as of such Payment Date.

     Class Principal Payment Amount: Any of the Class A Principal Payment
Amount, the Class M-1 Principal Payment Amount, the Class M-2 Principal Payment
Amount, the Class M-3 Principal Payment Amount, the Class M-4 Principal Payment
Amount, the Class M-5 Principal Payment Amount, the Class M-6 Principal Payment
Amount, the Class B-1 Principal Payment Amount, the Class B-2 Principal Payment
Amount and the Class B-3 Principal Payment Amount.

     Class R Certificates: The Class R Certificates substantially in the form
set forth in Exhibit I to the Trust Agreement.

     Class R Certificate Distribution Amount: The amounts payable on any Payment
Date to the Certificate Paying Agent under Section 3.06 of the Indenture for
payment to the Class R Certificates under the Trust Agreement.

     Clearstream Luxembourg: Clearstream Banking, societe anonyme.

     Closing Date: May 11, 2007.

     Code: The Internal Revenue Code of 1986 (or any successor statute thereto)
and the rules and regulations promulgated thereunder, as the same may be amended
from time to time.

     Collateral: The meaning specified in the Granting Clause of the Indenture.

     Collateral Value: With respect to a Mortgage Loan the proceeds of which
were used to purchase the related mortgaged property, the lesser of (x) the
appraised value of such mortgaged property based on an appraisal made for the
originator by an independent fee appraiser at the time of the origination of the
related Mortgage Loan and (y) the sales price of such mortgaged property at such
time of origination and means, with respect to a Mortgage Loan the proceeds of
which were used to refinance an existing Mortgage Loan, the appraised value of
the mortgaged property based upon the appraisal obtained at the time of
refinancing.

     Collection Accounts: The accounts established by the Servicers for the
benefit of the Securityholders, into which each Servicer is required to deposit
or cause to be deposited certain payments described in the Servicing Agreements.

     Combined Loan-to-Value Ratio or CLTV: With respect to any Mortgage Loan in
a second lien position, (1) the sum of (A) the original principal balance (or
credit limit with respect to the HELOCs only) of such Mortgage Loan and (B) any
outstanding principal balance of the mortgage loan the lien on which is senior
to the lien on the Mortgage Loan (such sum calculated at the date of origination
of such Mortgage Loan in a second lien position) divided by (2) the Collateral
Value of the related mortgaged property.

     Commission: The Securities and Exchange Commission.


                                      A-13

<PAGE>

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

     Cooperative: Euroclear Clearance Systems S.C., a Belgian cooperative
corporation.

     Co-op Loan: A Mortgage Loan secured by the stock allocated to a cooperative
unit in a residential cooperative housing corporation.

     Corporate Trust Office: With respect to the Securities Administrator,
Certificate Registrar, Certificate Paying Agent and Paying Agent, the principal
corporate trust office of the Securities Administrator and Note Registrar at
which at any particular time its corporate trust business shall be administered,
which office at the date of the execution of this instrument is located at 135
South LaSalle Street, Suite 1511, Chicago, Illinois 60603, Merrill Lynch
Mortgage Investors Trust-2007-SL1. With respect to the Owner Trustee, the
principal corporate trust office of the Owner Trustee at which at any particular
time its corporate trust business shall be administered, which office at the
date of the execution of the Trust Agreement is as set forth in the Trust
Agreement. With respect to the Indenture Trustee, the designated office of the
Indenture Trustee at which at any particular time its corporate trust business
with respect to the Indenture shall be administered, which office at the date of
the execution of the Indenture is located at 388 Greenwich Street, 14th Floor,
New York, New York 10013.

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

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


                                      A-14

<PAGE>

     Corridor Contract: The confirmation and agreement, including the schedule
thereto and the credit support annex, between the Securities Administrator and
the Corridor Contract Counterparty for the benefit of the Notes.

     Corridor Contract Account: The separate account into which payments
received on the Corridor Contract will be deposited.

     Corridor Contract Counterparty: Bear Stearns Financial Products Inc., with
whom the Securities Administrator, on behalf of the Issuing Entity, is entering
into the Corridor Contract.

     Corridor Contract Notional Balance: With respect to each Payment Date, the
notional balance of the Corridor Contract set forth in Exhibit E-2.

     Corridor Contract Termination Date: The Payment Date in January 2008.

     Countrywide: Countrywide Home Loans Servicing LP.

     Countrywide Serviced Mortgage Loans: The Mortgage Loans identified as such
on the Mortgage Loan Schedule.

     Countrywide Servicing Agreement: The Flow Servicing Agreement, dated as of
August 8, 2006, by and between Merrill Lynch Credit Corporation, as owner, and
Countrywide, as servicer, as modified by the Assignment, Assumption and
Recognition Agreement, dated as of May 11, 2007, by and among Merrill Lynch
Credit Corporation, the Sponsor, the Depositor and Countrywide.

     Credit Limit: With respect to any HELOC, the maximum loan balance permitted
under the terms of the related Mortgage Loan Agreement.

     Credit Scores: Statistical credit scores obtained by many mortgage lenders
in connection with a loan application.

     Current Interest: With respect to each of Class A, Class M and Class B
Notes and the Class R and Class G Certificates and each Payment Date, the
interest accrued at the applicable Note Interest Rate or Pass-Through Rate for
the applicable Accrual Period on the Class Principal Balance of such class as of
such Payment Date (or in the case of the Class G Certificates, immediately
preceding such Payment Date) plus any amount previously paid with respect to
Current Interest or Interest Carry Forward Amounts for such class that is
recovered as a voidable preference by a trustee in bankruptcy less any
Prepayment Interest Shortfalls allocated to such class on such Payment Date.

     Custodial Agreement: The custodial agreement between the Custodian, the
Master Servicer and the Indenture Trustee, relating to the custody of the
Mortgage Loans and the Mortgage Loan Files.

     Custodian: LaSalle Bank National Association.

     Cut-off Date: April 1, 2007.

     Cut-off Date Loan Balance: With respect to any HELOC, the unpaid principal
balance thereof as of the close of business on the Business Day immediately
prior to the Cut-off Date. With respect to any


                                      A-15

<PAGE>

Mortgage Loan that is not a HELOC, the unpaid principal balance thereof as of
the close of business on the Cut-off Date.

     Defaulted Swap Termination Payment: Any payment required to be made by the
Supplemental Interest Trust to the Swap Counterparty pursuant to the Swap
Agreement as a result of an event of default under the Swap Agreement with
respect to which the Swap Counterparty is the defaulting party or a termination
event (including a Downgrade 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).

     Deficient Valuation: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, provided, however, that
a Deficient Valuation shall not include any reduction that results in the
permanent forgiveness of the principal of a Mortgage Loan.

     Definitive Certificates: A physical certificate representing any
Certificate.

     Definitive Notes: The meaning specified in Section 4.08 of the Indenture.

     Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Replacement Mortgage Loan pursuant to the Mortgage Loan Servicing Agreement.

     Delinquency Rate: With respect to any month, the fraction, expressed as a
percentage, the numerator of which is the aggregate outstanding balance of all
Loans 60 or more days delinquent (including all foreclosures and REOs but
excluding Liquidated Loans) as of the close of business on the last day of such
month and the denominator of which is the Aggregate Collateral Balance as of the
close of business on the last day of such month.

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

     Denomination: With respect to each Note, the amount set forth on the face
thereof as the "Initial Note Balance of this Note" or the "Initial Notional
Amount of this Note" or, if neither of the foregoing, the percentage interest
appearing on the face thereof. With respect to each Certificate the amount set
forth on the face thereof as the "Initial Certificate Balance of this
Certificate" or, if not the foregoing, the percentage interest appearing on the
face thereof.

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

     Depositor: Merrill Lynch Mortgage Investors, Inc., or its successor in
interest.


                                      A-16

<PAGE>

     Depository or Depository Agency: The Depository Trust Company or a
successor appointed by the Securities Administrator with the approval of the
Issuing Entity. Any successor to the Depository shall be an organization
registered as a "clearing agency" pursuant to Section 17A of the Exchange Act
and the regulations of the Securities and Exchange Commission thereunder.

     Depository Participant: A Person for whom, from time to time, the
Depository effects book-entry transfers and pledges of securities deposited with
the Depository.

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

     Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, and if not otherwise
included, any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) any "electing large partnership," as defined in Section 775(a) of
the Code and (vi) any other Person so designated by the Securities Administrator
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Class R or Class G Certificate by such Person may cause the Trust Estate or any
Person having an Ownership Interest in any Class of Certificates (other than
such Person) or an interest in any Class of Notes to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Class R or Class G Certificate to
such Person. The terms "United States", "State" and "international organization"
shall have the meanings set forth in Section 7701 of the Code or successor
provisions.

     Downgrade Termination Event: An event whereby (x) the Swap Counterparty (or
its guarantor) ceases to have short term unsecured and/or long term debt ratings
at least equal to the levels specified in the Swap Agreement, and (y) the Swap
Counterparty has failed to complete at least one of the following events (except
to the extent otherwise approved by the Rating Agencies): (i) post collateral
securing its obligations under the Swap Agreement and (ii) obtain a guarantor or
a substitute swap counterparty acceptable to the Supplemental Interest Trust
Trustee and the Rating Agencies (if required under the Swap Agreement) that will
assume the obligations of the Swap Counterparty under the Swap Agreement.

     Draw: With respect to any HELOC, a borrowing by the Mortgagor under the
related HELOC Agreement.

     Draw Period: With respect to each HELOC, the period commencing after the
date of origination of such Mortgage Loan, during which the related Mortgagor is
permitted to make Draws on such HELOC.

     DTC: The Depository Trust Company.


                                      A-17

<PAGE>

     Due Date: The day of the month on which the Monthly Payment is due on a
Mortgage Loan, exclusive of any days of grace.

     Due Period: With respect to the Mortgage Loans that are not HELOCs and any
Payment Date, the period beginning on the second day of the calendar month
preceding the calendar month in which such Payment Date occurs and ending on the
first day in the month in which such Payment Date occurs, and with respect to
the HELOCs and any Payment Date, the calendar month preceding the calendar month
in which such Payment Date occurs.

     Eligible Account: An account that is (1) maintained with a depository
institution the long-term unsecured debt obligations of which are rated by each
Rating Agency in one of its two highest rating categories, or (2) maintained
with the corporate trust department of a bank which (A) has a rating of at least
Baa3 or P-3 by Moody's and (B) is either the Depositor or the corporate trust
department of a national banking association or banking corporation which has a
rating of at least A-1 by S&P or F1 by Fitch, or (iii) an account or accounts
the deposits in which are fully insured by the FDIC, or (iv) an account or
accounts, acceptable to the NIMs Insurer and each Rating Agency without
reduction or withdrawal of the rating of any Class of Certificates, as evidenced
in writing, by a depository institution in which such accounts are insured by
the FDIC (to the limit established by the FDIC), the uninsured deposits in which
accounts are otherwise secured such that, as evidenced by an Opinion of Counsel
delivered to and acceptable to the Securities Administrator and each Rating
Agency, the Securityholders have a claim with respect to the funds in such
account and a perfected first security interest against any collateral (which
shall be limited to Permitted Investments) securing such funds that is superior
to claims of any other depositors or creditors of the depository institution
with which such account is maintained, or (v) maintained at an eligible
institution whose commercial paper, short-term debt or other short-term deposits
are rated at least A-1+ by S&P and F-1+ by Fitch, or (vi) maintained with a
federal or state chartered depository institution the deposits in which are
insured by the FDIC to the applicable limits and the short-term unsecured debt
obligations of which (or, in the case of a depository institution that is a
subsidiary of a holding company, the short-term unsecured debt obligations of
such holding company) are rated A-1 by S&P, F-1 by Fitch or Prime-1 by Moody's
at the time any deposits are held on deposit therein, or (vii) a segregated
trust account or accounts maintained with the corporate trust department of a
federal or state chartered depository institution or trust company having
capital and surplus of not less than $50,000,000 or (viii) otherwise acceptable
to each Rating Agency, as evidenced by a letter from each Rating Agency to the
Securities Administrator.

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

     Escrow Account: As defined in Section 3.06 of the Mortgage Loan Servicing
Agreement.

     Event of Default: With respect to the Indenture, any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

     (i) the failure to pay the Current Interest on any Note on any Payment
Date;

     (ii) the failure by the Issuing Entity on the final maturity date to reduce
the Class Principal Balances of any Note then outstanding to zero;


                                      A-18

<PAGE>

     (iii) there occurs a default in the observance or performance of any
negative covenant, covenant or agreement of the Issuing Entity made in the
Indenture, or any representation or warranty of the Issuing Entity made in the
Indenture or in any certificate, note or other writing delivered pursuant hereto
or in connection herewith proving to have been incorrect in any material respect
as of the time when the same shall have been made which has a material adverse
effect on Securityholders, and such default shall continue or not be cured, or
the circumstance or condition in respect of which such representation or
warranty was incorrect shall not have been eliminated or otherwise cured, for a
period of 30 days after there shall have been given, by registered or certified
mail, to the Issuing Entity by the Indenture Trustee or to the Issuing Entity
and the Indenture Trustee by the Holders of at least 25% of the outstanding Note
Balance of the Notes, a written notice specifying such default or incorrect
representation or warranty and requiring it to be remedied and stating that such
notice is a notice of default hereunder; or

     (iv) there occurs the filing of a decree or order for relief by a court
having jurisdiction in the premises in respect of the Issuing Entity or any
substantial part of the Trust Estate in an involuntary case under any applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Issuing Entity or for any substantial
part of the Trust Estate, or ordering the winding-up or liquidation of the
Issuing Entity's affairs, and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or

     (v) there occurs the commencement by the Issuing Entity of a voluntary case
under any applicable federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, or the consent by the Issuing Entity to the
entry of an order for relief in an involuntary case under any such law, or the
consent by the Issuing Entity to the appointment or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Issuing Entity or for any substantial part of the assets of the
Trust Estate, or the making by the Issuing Entity of any general assignment for
the benefit of creditors, or the failure by the Issuing Entity generally to pay
its debts as such debts become due, or the taking of any action by the Issuing
Entity in furtherance of any of the foregoing.

     Event of Liquidation: Following the occurrence of an Event of Default under
the Indenture, as evidenced by a written notice provided by the Indenture
Trustee to the Owner Trustee, the Depositor and the Issuing Entity that all
conditions precedent to the sale or other liquidation of the Trust Estate
pursuant to Section 5.04 of the Indenture have been satisfied.

     Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.

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

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


                                      A-19

<PAGE>

which such Liquidation Proceeds are required to be distributed on the unpaid
principal balance of such Liquidated Loan outstanding during each Due Period as
to which such interest was not paid or advanced.

     Excluded Amount: For any Payment Date for which an Amortization Event is in
effect, all Draws made by the Mortgagors under the HELOCs during the related Due
Period (or if an Amortization Event occurred during such Due Period, all Draws
subsequent to such Amortization Event). For any Payment Date, if any Excluded
Amounts are outstanding, the Interest Funds and Principal Funds (in each case,
without giving effect to the last proviso thereof) on the HELOCs for the related
Due Period (or if an Amortization Event occurred during such Due Period, all
draws subsequent to such Amortization Event) (such amounts to be reduced by any
expenses and other amounts reimbursable to the Indenture Trustee, the Securities
Administrator, the Master Servicer, the Servicers and the Custodian) shall be
allocated in respect of Excluded Amounts based on a pro rata allocation between
the unreimbursed Excluded Amounts and the Stated Principal Balance of the HELOCs
in proportion to the respective amounts outstanding as of the end of the
calendar month preceding such Due Period. The aggregate amount of outstanding
Excluded Amounts shall be considered reduced by any payments to the Holder of
the Class G Certificates pursuant to Section 3.06(I) of the Indenture in respect
of principal collections or reductions by allocations of Realized Losses
pursuant to Section 3.27 of the Indenture.

     Exemption: PTE 90-29 (Exemption Application No. D-8012, 55 Fed. Reg. 21459
(1990)), as amended, granted by the U.S. Department of Labor to Merrill Lynch
and its affiliates, or any substantially similar administrative exemption
granted by the U.S. Department of Labor to an underwriter as amended.

     Extra Principal Payment Amount: With respect to any Payment Date, (1) prior
to the Stepdown Date, the excess, if any, of (A) the sum of (x) the aggregate
Class Principal Balance of the Notes and the Class G and Class R Certificates,
giving effect to the distribution of Principal Funds with respect to such
Payment Date, and (y) the sum of (i) $41,578,537 and (ii) the product of the
Class Principal Balance of the Class G Certificates and 90.40% over (B) the
aggregate Stated Principal Balance of the Mortgage Loans as of such Payment Date
and (2) on and after the Stepdown Date, the excess, if any, of (A) the sum of
(x) the aggregate Class Principal Balance of the Notes and the Class G and Class
R Certificates, giving effect to the distribution of the Principal Funds with
respect to such Payment Date, and (y) the greater of (a) 29.20% of the aggregate
Stated Principal Balance of the Mortgage Loans as of such Payment Date and (b)
$41,578,537 and (ii) the product of the Class Principal Balance of the Class G
Certificates and 90.40% over (B) the aggregate Stated Principal Balance of the
Mortgage Loans; provided, however, that if on any Payment Date a Stepdown
Trigger Event is in effect, the Extra Principal Payment Amount will not be
reduced to the applicable percentage of then-current Stated Principal Balance of
the Mortgage Loans (and will remain fixed at the applicable percentage of the
Stated Principal Balance of the Mortgage Loans as of the Due Date immediately
prior to the Stepdown Trigger Event) until the next Payment Date on which the
Stepdown Trigger Event is not in effect.

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

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

     Final Maturity Date: May 25, 2037.

     Final Scheduled Payment Date: The Payment Date occurring in May 2037.

     Fitch: Fitch, Inc.


                                      A-20

<PAGE>

     Final Certification: The final certification delivered by the Custodian
pursuant to Section 3.01(b) of the Indenture in the form attached thereto as
Exhibit G.

     Fixed Rate Mortgage Loan: A Mortgage Loan with a fixed interest rate.

     Fixed Swap Payment: For each Payment Date, the product of (i) a per annum
rate as set forth in the table on Exhibit E-1 to the Indenture, determined on
the basis of a 360-day year consisting of twelve 30-day months and (ii) the
notional balance for the related Payment Date as set forth in the schedule of
notional balances set forth in Exhibit E-1 of the Indenture.

     Floating Rate Note Carryover: With respect to a Payment Date, in the event
that the Note Interest Rate or the Pass-Through Rate, as applicable, for a class
of Notes or the Class R Certificate is based upon the Available Funds Cap or the
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 Payment Date had the
applicable Note Interest Rate or Pass-Through Rate for that class not been
calculated based on the Available Funds Cap or the Maximum Rate Cap, up to but
not exceeding the greater of (a) the Maximum Rate Cap or (b) the sum of (i) the
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 of (I) an amount
equal to the proceeds, if any, payable under the Corridor Contract with respect
to such Payment Date and (II) the aggregate Class Principal Balance of the Notes
for such Payment Date and (y) the quotient obtained by dividing (I) an amount
equal to any Net Swap Payments owed by the Swap Counterparty for such Payment
Date by (II) the aggregate Stated Principal Balance of the Mortgage Loans as of
the immediately preceding Payment Date over (2) the amount of interest such
class was entitled to receive on such Payment Date based on the Available Funds
Cap, together with (B) the unpaid portion of any such excess from prior Payment
Dates (and interest accrued thereon at the then applicable Note Interest Rate or
Pass-Through Rate for such class, without giving effect to the Available Funds
Cap or the Maximum Rate Cap) and (C) any amount previously paid with respect to
Floating Rate Note Carryover for such class that is recovered as a voidable
preference by a trustee in bankruptcy.

     Floating Swap Payment: For the each Payment Date, the product of (i)
One-Month LIBOR for the related Payment Date determined based on a 360-day year
and the actual number of days in the Accrual Period and (ii) the notional
balance for the related Payment Date as set forth in the schedule of notional
balances set forth in the table on Exhibit E-1 to the Indenture.

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

     Grant: Pledge, bargain, sell, warrant, alienate, remise, release, convey,
assign, transfer, create, and grant a lien upon and a security interest in and
right of set-off against, deposit, set over and confirm. A Grant of any item of
Collateral shall include all rights, powers and options (but none of the
obligations) of the granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of such item of Collateral and all other moneys
payable thereunder, to give and receive notices and other communications, to
make waivers or other agreements, to exercise all rights and options, to bring
proceedings in the name of the granting party or otherwise, and generally to do
and receive anything that the granting party is or may be entitled to do or
receive thereunder or with respect thereto.

     Gross Margin: With respect to any HELOC, the fixed percentage amount set
forth in the related HELOC Agreement and the related Mortgage Loan Schedule that
is added to the Index on each


                                      A-21

<PAGE>

Adjustment Date in accordance with the terms of the related HELOC Agreement to
determine the new Mortgage Interest Rate for such Mortgage Loan.

     HELOC: An individual adjustable rate, residential home equity revolving
line of credit secured by a first or second deed of trust or mortgage, including
any Additional Balances with respect thereto, each HELOC subject to this
Agreement being identified on the Mortgage Loan Schedule and being identified as
a HELOC.

     HELOC Agreement: With respect to any HELOC, the credit line account
agreement executed by the related Mortgagor and any amendment or modification
thereof.

     Holder: Any of the Noteholders or Certificateholders.

     HUD: The United States Department of Housing and Urban Development and any
successor thereto.

     Indemnified Parties: The meaning specified in Section 7.02 of the Trust
Agreement.

     Indenture: The indenture dated as of the Closing Date among the Issuing
Entity, as issuer, the Indenture Trustee, as indenture trustee, and the
Securities Administrator, as securities administrator.

     Indenture Trustee: Citibank, N.A., and its successors and assigns or any
successor indenture trustee appointed pursuant to the terms of the Indenture.

     Independent: When used with respect to any specified Person, the Person (i)
is in fact independent of the Issuing Entity, any other obligor on the Notes,
the Sponsor, the Issuing Entity, the Depositor and any Affiliate of any of the
foregoing Persons, (ii) does not have any direct financial interest or any
material indirect financial interest in the Issuing Entity, any such other
obligor, the Sponsor, the Issuing Entity, the Depositor or any Affiliate of any
of the foregoing Persons and (iii) is not connected with the Issuing Entity, any
such other obligor, the Sponsor, the Depositor or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.

     Independent Certificate: A certificate or opinion to be delivered to the
Securities Administrator and/or the Indenture Trustee under the circumstances
described in, and otherwise complying with, the applicable requirements of
Section 11.01 of the Indenture, made by an Independent appraiser or other expert
appointed by an Issuer Order, and such opinion or certificate shall state that
the signer has read the definition of "Independent" in this Indenture and that
the signer is Independent within the meaning thereof.

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

     Initial Certification: The initial certification delivered by the Custodian
pursuant to Section 3.01 of the Indenture in the form attached thereto as
Exhibit G.

     Initial Note Balance: With respect to the (i) Class A-1 Notes, $124,848,000
(ii) the Class A-2 Notes, $31,213,000, (iii) the Class M-1 Notes, $16,090,000,
(iv) the Class M-2 Notes, $14,951,000, (v)


                                      A-22

<PAGE>

the Class M-3 Notes $9,113,000, (vi) the Class M-4 Notes, $8,543,000, (vii) the
Class M-5 Notes, $8,685,000, (viii) Class M-6 Notes, $8,116,000, (ix) the Class
B-1 Notes, $7,262,000, (x) the Class B-2 Notes, $6,692,000 and (xi) the Class
B-3 Notes, $7,689,000.

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

     Insolvency Event: With respect to a specified Person, (a) the filing of a
decree or order for relief by a court having jurisdiction in the premises in
respect of such Person or any substantial part of its property in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official for such Person or for any substantial
part of its property, or ordering the winding-up or liquidation of such Person's
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or (b) the commencement by such Person of a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or the consent by such Person to the entry of an
order for relief in an involuntary case under any such law, or the consent by
such Person to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or the making by such
Person of any general assignment for the benefit of creditors, or the failure by
such Person generally to pay its debts as such debts become due or the admission
by such Person in writing (as to which a Responsible Officer of the Indenture
Trustee shall have received notice) of its inability to pay its debts generally,
or the adoption by the Board of Directors or managing member of such Person of a
resolution which authorizes action by such Person in furtherance of any of the
foregoing.

     Insurance Proceeds: Proceeds paid by any insurer pursuant to any insurance
policy covering a Mortgage Loan which are required to be remitted to the related
Servicer, net of any component thereof (i) covering any expenses incurred by or
on behalf of the related Servicer in connection with obtaining such proceeds,
(ii) that is applied to the restoration or repair of the related Mortgaged
Property, (iii) released to the Mortgagor in accordance with the related
Servicer's normal servicing procedures or (iv) required to be paid to any holder
of a mortgage senior to such Mortgage Loan.

     Interest Carry Forward Amount: With respect to each class of the Notes, the
Class G Certificates and the Class R Certificates and each Payment Date, the sum
of (1) the excess of (A) Current Interest for such class with respect to prior
Payment Dates (excluding any Floating Rate Note Carryover for such class, if
applicable) over (B) the amount actually paid to such class with respect to
Current Interest and Interest Carry Forward Amount on such prior Payment Dates
and (2) interest on such excess (to the extent permitted by applicable law) at
the applicable Note Interest Rate or Pass-Through Rate for the related Accrual
Period.

     Interest Determination Date: Each date that is the second LIBOR Business
Day preceding the commencement of each Accrual Period for the Book-Entry Notes
and the Class R Certificate. The Interest Determination Date for the first
Accrual Period is May 9, 2007.

     Interest Funds: With respect to any Payment Date, the sum, without
duplication, of (1) all scheduled interest due during the related Due Period
that is received before the related Servicer Remittance Date less the Servicing
Fee and the Master Servicing Fee, (2) all Advances relating to interest,


                                      A-23

<PAGE>

(3) all Compensating Interest, (4) liquidation proceeds collected during the
related Prepayment Period (and with respect to Wilshire, if made in connection
with prepayments in full and during the preceding calendar month if made in
connection with partial prepayments) (to the extent such liquidation proceeds
relate to interest), (5) proceeds of any Mortgage Loan purchased by the
Depositor or any transferor under the Servicing Agreements 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 charges received with respect to the
related Prepayment Period (and with respect to Wilshire, if made in connection
with prepayments in full and during the preceding calendar month if made in
connection with partial prepayments), less all non-recoverable Advances relating
to interest, fees, expenses and indemnity amounts and expenses reimbursed to the
Indenture Trustee, the Supplemental Interest Trust Trustee, the Securities
Administrator, the Master Servicer, the Servicers and the Custodian; provided
that such term shall not include any amounts in respect of Excluded Amounts.

     Interest-Only Mortgage Loan: A Mortgage Loan that provides for monthly
payments of interest at the Mortgage Rate, but no payments of principal for the
first five or ten years after its origination.

     Interim Certification: The interim certification delivered by the Custodian
pursuant to Section 3.01 of the Indenture in the form attached thereto as
Exhibit G.

     Investor-Based Exemption: Any of (but not limited to) Section 408(b)(17) of
ERISA and Section 4975(d)(20) of the Code (for transactions with persons who
provide services to Plans), PTE 84-14 (for transactions by independent
"qualified professional asset managers"), PTE 90-1 (for transactions by
insurance company pooled separate accounts), PTE 91-38 (for transactions by bank
collective investment funds), PTE 95-60 (for transactions by insurance company
general accounts) or PTE 96-23 (for transactions effected by "in-house asset
managers"), each as it may be amended from time to time.

     IRS: The Internal Revenue Service.

     ISDA: International Swaps and Derivatives Association, Inc.

     ISDA Master Agreement: With respect to the Swap Agreement, the Master
Agreement dated as of the Closing Date between the Securities Administrator on
behalf of the Issuing Entity and the Swap Counterparty, including the Schedule
thereto.

     Issuing Entity, Owner Trust or Trust: The Merrill Lynch Mortgage Investors
Trust, Series 2007-SL1, a Delaware statutory trust, or its successor in
interest, created by the Certificate of Trust.

     Issuing Entity Request: A written order or request signed in the name of
the Issuing Entity by any one of its Authorized Officers and delivered to the
Securities Administrator and the Indenture Trustee.

     Last Scheduled Payment Date: For each class of Notes and the Class R
Certificate, the latest maturity date for any Mortgage Loan plus one month.

     LIBOR: On each LIBOR Rate Adjustment Date, the Securities Administrator
will determine LIBOR for the related Accrual Period on the basis of (1) the
offered rates for one-month United States dollar deposits from Reuters, as of
11:00 a.m. (London time) on such LIBOR Rate Adjustment Date (or if such service
is no longer offered, such other service for displaying LIBOR or comparable
rates as may be


                                      A-24

<PAGE>

reasonably selected by the Securities Administrator) or (2) if such rate does
not appear on Reuters as of 11:00 a.m. (London time), the Securities
Administrator will determine such rate on the basis of the offered rates of the
Reference Banks for one-month United States dollar deposits, as such rates
appear on the Reuters Screen LIBO Page, as of 11:00 a.m. (London time) on such
LIBOR Rate Adjustment Date.

     If LIBOR is determined under clause (2) above, on each LIBOR Rate
Adjustment Date, LIBOR for the related Accrual Period for the Securities will be
established by the Securities Administrator as follows:

     (1) If on such LIBOR Rate Adjustment Date two or more Reference Banks
provide such offered quotations, LIBOR for the related Accrual Period for the
Securities shall be the arithmetic mean of such offered quotations (rounded
upwards if necessary to the nearest whole multiple of 0.03125%).

     (2) If on such LIBOR Rate Adjustment Date fewer than two Reference Banks
provide such offered quotations, LIBOR for the related Accrual Period for the
Securities shall be the higher of (x) LIBOR as determined on the previous LIBOR
Rate Adjustment Date and (y) the Reserve Interest Rate.

     The establishment of LIBOR on each LIBOR Rate Adjustment Date by the
Securities Administrator and the Securities Administrator's calculation of the
rate of interest applicable to the Securities, for the related Accrual Period
for the Securities shall (in the absence of manifest error) be final and
binding.

     For purposes of the Swap Agreement, LIBOR will be determined as provided in
the Swap Agreement. The establishment of LIBOR by the Securities Administrator,
and the Securities Administrator's subsequent calculation of the Note Interest
Rate applicable to the Class A, Class M and Class B Notes for the relevant
Accrual Period, in the absence of manifest error, will be final and binding.

     LIBOR Business Day: Any day on which banks are open for dealing in foreign
currency and exchange in London and New York City.

     LIBOR Rate Adjustment Date: With respect to the first Payment Date, the
second LIBOR Business Day preceding the Closing Date, and thereafter, the second
LIBOR Business Day preceding each Accrual Period.

     LIBOR Securities: The Class A, Class M and Class B Notes and the Class R
Certificates.

     Lien: Any mortgage, deed of trust, pledge, conveyance, hypothecation,
assignment, participation, deposit arrangement, encumbrance, lien (statutory or
other), preference, priority right or interest or other security agreement or
preferential arrangement of any kind or nature whatsoever, including, without
limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC (other than
any such financing statement filed for informational purposes only) or
comparable law of any jurisdiction to evidence any of the foregoing; provided,
however, that any assignment pursuant to Section 6.02 of the Mortgage Loan
Servicing Agreement shall not be deemed to constitute a Lien.

     Liquidated Loan: With respect to any Payment Date, any Mortgage Loan in
respect of which the related Servicer has determined, in accordance with the
servicing procedures specified in the related Servicing Agreement, as of the end
of the related Due Period that substantially all Liquidation Proceeds


                                      A-25

<PAGE>

which it reasonably expects to recover, if any, with respect to the disposition
of the Mortgage Loan and any related REO have been recovered.

     Liquidation Proceeds: Amounts received in connection with the partial or
complete liquidation of a defaulted Loan, whether through the sale or assignment
of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise remaining
after, or not otherwise required to be applied to, the satisfaction of any
related first lien loan, less the sum of unreimbursed Servicing Advances and
Advances.

     Litton: Litton Loan Servicing LP.

     Litton Serviced Mortgage Loan: A Mortgage Loan identified as such on the
Mortgage Loan Schedule.

     Loan File: With respect to each Mortgage Loan, the documents indicated on
Exhibit C to the Mortgage Loan Purchase Agreement.

     Loan-to-Value Ratio or LTV: For any Mortgage Loan, (1) the original
principal balance (or credit limit with respect to the HELOCs only) of such
Mortgage Loan divided by (2) the Collateral Value of the related mortgaged
property.

     Lost Note Affidavit: With respect to any Mortgage Loan as to which the
original Mortgage Note has been permanently lost or destroyed and has not been
replaced, an affidavit from the Sponsor certifying that the original Mortgage
Note has been lost, misplaced or destroyed (together with a copy of the related
Mortgage Note).

     Lower Collar: With respect to each Payment Date, the applicable per annum
rate set forth under the heading "1ML Strike Lower Collar" in the Derivative
LIBOR Corridor Table in Exhibit E-2.

     Lower Tier REMIC: As described in the Preliminary Statement and Section 10
of the Indenture.

     Lower Tier REMIC Interests: Each of the Class LTA-1 Interest, the Class
LTA-2 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 LTX Interest, the Class LT-IO Interest and the Class
LTR Interest.

     Lower Tier REMIC Marker Interests: Each of the classes of Lower Tier REMIC
Regular Interests other than the Class LTX Interest, and the Class LT-IO
Interest.

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

     Master Servicer: LaSalle Bank National Association in its capacity as
master servicer and its successors and assigns.

     Master Servicer Collection Account: The account or accounts created and
maintained by the Master Servicer pursuant to Section 3.20 of the Mortgage Loan
Servicing Agreement, in which the Servicers shall deposit certain amounts in
respect of the Mortgage Loans.


                                      A-26

<PAGE>

     Master Servicing Fee: A monthly fee paid to the Master Servicer from
interest collected with respect to each Mortgage Loan equal to the product of
(a) one-twelfth of the Master Servicing Fee Rate and (b) the Stated Principal
Balance of each Mortgage Loan. The Master Servicer is also entitled to
investment income earned on deposit and other benefits derived from the Master
Servicer Collection Account.

     Master Servicing Fee Rate: 0.0275% for each Mortgage Loan.

     Material Defect: As defined in Section 3.01 of the Indenture.

     Maximum Mortgage Interest Rate: With respect to each HELOC, a rate that is
set forth on the related Mortgage Loan Schedule and in the related HELOC
Agreement and is the maximum interest rate to which the Mortgage Interest Rate
on such HELOC may be increased on any Adjustment Date.

     Maximum Rate Cap: With respect to a Payment 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 Mortgage Loans had the Adjustable Rate Mortgage
Loans provided for interest at their maximum lifetime Net Mortgages Rates and
the Fixed Rate Mortgage Loans provided for interest at their Net Mortgage Rates,
less any Net Swap Payments or Swap Termination Payments (other than Defaulted
Swap Termination Payments) owed to the Swap Counterparty for such Payment Date,
and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the
immediately preceding Payment 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.

     MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

     MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.

     MIN: The Mortgage Identification Number for Loans registered with MERS on
the MERS(R) System.

     Minimum Monthly Payment: With respect to any HELOC and any month, the
minimum monthly payment required to be paid by the related Mortgagor in that
month pursuant to the terms of the related Mortgage Loan Agreement.

     Minimum Mortgage Interest Rate: With respect to each HELOC, a rate that is
set forth on the related Mortgage Loan Schedule and in the related Mortgage Note
and is the minimum interest rate to which the Mortgage Interest Rate on such
Mortgage Loan may be decreased on any Adjustment Date.

     MOM Loan: Any Mortgage Loan for which MERS acts as the mortgagee of such
Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and
its successors and assigns, at the origination thereof.

     Monthly Payment: With respect to any Mortgage Loan that is not a HELOC and
any Due Date, the payment of principal and interest due thereon in accordance
with the amortization schedule at the time applicable thereto and with respect
to any HELOC, the Minimum Monthly Payment (in each case, after adjustment, if
any, for partial Principal Prepayments and for Deficient Valuations occurring
prior to such


                                      A-27

<PAGE>

Due Date but before any adjustment to such amortization schedule by reason of
any bankruptcy, other than a Deficient Valuation, or similar proceeding or any
moratorium or similar waiver or grace period).

     Monthly Statement: As defined in Section 3.24 of the Mortgage Loan
Servicing Agreement.

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

     Mortgage: The mortgage, deed of trust or other instrument securing a
Mortgage Note that creates a first or junior lien on an unsubordinated estate in
fee simple in real property securing the Mortgage Note; except that with respect
to real property located in jurisdictions in which the use of leasehold estates
for residential properties is a widely-accepted practice, the mortgage, deed of
trust or other instrument securing the Mortgage Note may secure and create a
first or junior lien upon a leasehold estate of the Mortgagor.

     Mortgage File: The Mortgage documents pertaining to a particular Mortgage
Loan and any additional documents delivered to the Indenture Trustee or the
related Custodian to be added to the Mortgage File pursuant to the Indenture or
the related Custodial Agreement.

     Mortgage Index: With respect to any Adjustment Date, the Prime Rate.

     Mortgage Interest Rate: The annual rate at which interest accrues on any
Mortgage Loan in accordance with the provisions of the related Mortgage Note.

     Mortgage Loan: An individual mortgage loan (including any HELOC) that is
sold and assigned to the Trust Fund identified on the Mortgage Loan Schedule,
which Mortgage Loan Schedule includes without limitation the Mortgage File, the
Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, proceeds of any REO disposition, Additional
Balances, any escrow accounts related to the Mortgage Loan, and all other
rights, benefits, proceeds and obligations arising from or in connection with
such Mortgage Loan, excluding replaced or repurchased mortgage loans and
excluding any portion representing any Excluded Amounts. The Mortgage Loans
shall be designated on the Mortgage Loan Schedule attached as Exhibit A to the
Mortgage Loan Servicing Agreement and Exhibit A to the Mortgage Loan Purchase
Agreement.

     Mortgage Loan Purchase Agreement or MLPA: The Mortgage Loan Purchase
Agreement dated as of April 1, 2007, between the Sponsor, as seller, and the
Depositor, as purchaser.

     Mortgage Loan Schedule: The schedule of Mortgage Loans transferred to the
Issuing Entity, a copy of which shall be attached as Exhibit A to the Mortgage
Loan Servicing Agreement and as Exhibit A to the Mortgage Loan Purchase
Agreement, which sets forth as to each Mortgage Loan, among other things:

     (i) the loan number;

     (ii) the borrower name and address;

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

     (iv) the Initial Mortgage Rate;

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

     (vi) the original principal balance;

     (vii) the Cut-off Date Principal Balance;


                                      A-28

<PAGE>

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

     (ix) the Combined Loan-to-Value Ratio with respect to a second lien
Mortgage Loan;

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

     (xi) a code indicating the property type;

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

               (A)  the frequency of each Adjustment Date;

               (B)  the next Adjustment Date;

               (C)  the Maximum Mortgage Rate;

               (D)  the Minimum Mortgage Rate;

               (E)  the Mortgage Rate as of the Cut-off Date;

               (F)  the related Periodic Rate Cap;

               (G)  the Gross Margin; and

               (H)  the lifetime rate cap;

     (xiii) the location of the related Mortgaged Property;

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

     (A) the period during which such Prepayment Charge is in effect;

     (B) the amount of such Prepayment Charge;

     (C) any limitations or other conditions on the enforceability of such
Prepayment Charge; and

     (D) any other information pertaining to the Prepayment Charge specified in
the related Mortgage Note;

     (xv) the Credit Score and date obtained;

     (xvi) the MIN;

     (xvii) whether such Mortgage Loan is a Wilshire Serviced Mortgage Loan, a
Litton Serviced Mortgage Loan or a Countrywide Serviced Mortgage Loan;

     (xviii) with respect to each Mortgage Loan that is not a HELOC, the amount
of the Monthly Payment as of the Cut-off Date and with respect to each HELOC,
the amount of the Minimum Monthly Payment as of the Cut off Date;

     (xix) a code indicating whether the Mortgage Loan is a HELOC;

     (xx) with respect to each HELOC, the Credit Limit;

     (xxi) with respect to each HELOC, the Draw Period;

     (xxii) with respect to each HELOC, the amortization period;

     (xxiii) with respect to each HELOC, the first Adjustment Date and the
Adjustment Date frequency;

     (xxiv) with respect to each HELOC, the Mortgage Index;

     (xxv) with respect to each HELOC, the Gross Margin;

     (xxvi) with respect to each HELOC, the Maximum Mortgage Interest Rate under
the terms of the Mortgage Note;

     (xxvii) with respect to each HELOC, the Minimum Mortgage Interest Rate
under the terms of the Mortgage Note;

     (xxviii) with respect to each HELOC, the first Adjustment Date immediately
following the related Cut-off Date;

     (xxix) with respect to each HELOC, the Index; and

     (xxx) with respect to each HELOC, the termination fees.

     Such schedule may consist of multiple reports that collectively set forth
all of the information required.


                                      A-29

<PAGE>

     Mortgage Loan Servicing Agreement: The Servicing Agreement, dated as of the
Closing Date, by and among Wilshire, Litton, the Master Servicer, the Depositor
and the Issuing Entity.

     Mortgage Note: With respect to a Mortgage Loan, the mortgage note, loan
agreement or other evidence of the indebtedness pursuant to which the related
Mortgagor agrees to pay the indebtedness evidenced thereby and secured by the
related Mortgage as modified or amended.

     Mortgaged Property: The underlying real property securing repayment of a
Mortgage Note, consisting of a fee simple parcel of real estate or leasehold
estate, the term of which is equal to or longer than the term of the related
Mortgage Note.

     Mortgagor: The obligor or obligors under a Mortgage Note.

     National Housing Act: The National Housing Act of 1934, as amended.

     Net Mortgage Rate: With respect to any Mortgage Loan and any day, the
related Mortgage Interest Rate less the related Servicing Fee Rate and the
Master Servicing Fee Rate.

     Net Rate: The per annum rate set forth in footnote 3 to the description of
the Lower Tier REMIC in the Preliminary Statement in the Indenture (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: For each Payment Date, the net amount of the Fixed Swap
Payment that the Issuing Entity is obligated to pay to the Swap Counterparty and
the Floating Swap Payment that the Swap Counterparty is obligated to pay to the
Issuing Entity.

     Net WAC: With respect to any Payment Date, the weighted average Net
Mortgage Rate for the Mortgage Loans calculated based on the respective Net
Mortgage Rates and the Stated Principal Balances of such Mortgage Loans as of
the preceding Payment Date (or, in the case of the first Payment Date, as of the
Cut-off Date).

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

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

     NIMs Insurer Default: As defined in Section 5.02 of the Indenture.

     Non-Recoverable Advance: Any portion of an Advance previously made or
proposed to be made by the applicable Servicer or the Master Servicer that, in
the good faith judgment of the applicable Servicer or the Master Servicer, as
applicable, will not be ultimately recoverable by the applicable Servicer or the
Master Servicer, as applicable, from the related Mortgagor, related Liquidation
Proceeds or otherwise.

     Non-Recoverable Servicing Advance: Any portion of a Servicing Advance
previously made or proposed to be made by the applicable Servicer or the Master
Servicer that, in the good faith judgment of the applicable Servicer or the
Master Servicer, as applicable, will not be ultimately recoverable by the


                                      A-30

<PAGE>

applicable Servicer or the Master Servicer, as applicable, from the related
Mortgagor, related Liquidation Proceeds or otherwise.

     Non-Supported Interest Shortfall: As defined in Section 4.02 of the
Mortgage Loan Servicing Agreement.

     Non-United States Person: Any Person other than a United States Person.

     Note Balance: With respect to any Note and any date of determination, the
product of (i) the Percentage Interest of such Note and (ii) the Class Principal
Balance for such Class of Notes.

     Noteholder: The Person in whose name a Note is registered in the Note
Register, except that, any Note registered in the name of the Depositor, the
Issuing Entity, the Securities Administrator or the Indenture Trustee or any
Affiliate of any of them shall be deemed not to be outstanding and the
registered holder will not be considered a Noteholder or holder for purposes of
giving any request, demand, authorization, direction, notice, consent or waiver
under the Indenture or the Trust Agreement provided that, in determining whether
the Indenture Trustee, the Securities Administrator or the Owner Trustee shall
be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Notes that the Indenture Trustee, the Securities
Administrator or the Owner Trustee knows to be so owned shall be so disregarded.
Owners of Notes that have been pledged in good faith may be regarded as Holders
if the pledgee establishes to the satisfaction of the Indenture Trustee, the
Securities Administrator or the Owner Trustee the pledgee's right so to act with
respect to such Notes and that the pledgee is not the Issuing Entity, any other
obligor upon the Notes or any Affiliate of any of the foregoing Persons.

     Note Interest Rate: With respect to the Class A Notes, Class M Notes, Class
B Notes and any Payment Date, a per annum rate equal to the least of (i)
One-Month LIBOR plus the applicable Note Interest Margin, (ii) the Available
Funds Cap and (iii) the Maximum Rate Cap.

     Note Interest Margin:

<TABLE>
<CAPTION>
                             NOTE INTEREST MARGIN
            -----------------------------------------------------
            On or before the Initial   After the Initial Optional
CLASS       Optional Redemption Date         Redemption Date
---------   ------------------------   --------------------------
<S>         <C>                        <C>
Class A-1         LIBOR+0.300%                LIBOR+0.600%
Class A-2         LIBOR+0.500%                LIBOR+1.000%
Class M-1         LIBOR+1.200%                LIBOR+1.800%
Class M-2         LIBOR+1.350%                LIBOR+2.025%
Class M-3         LIBOR+1.750%                LIBOR+2.652%
Class M-4         LIBOR+2.500%                LIBOR+3.750%
Class M-5         LIBOR+3.500%                LIBOR+5.250%
Class M-6         LIBOR+3.750%                LIBOR+5.625%
Class B-1         LIBOR+3.750%                LIBOR+5.625%
</TABLE>


                                      A-31

<PAGE>

<TABLE>
<S>         <C>                        <C>
Class B-2         LIBOR+3.750%                LIBOR+5.625%
Class B-3         LIBOR+3.750%                LIBOR+5.625%
</TABLE>

     Note Owner: The Beneficial Owner of a Note.

     Note Register: The register maintained by the Note Registrar in which the
Note Registrar shall provide for the registration of Notes and of transfers and
exchanges of Notes.

     Note Registrar: The Securities Administrator, in its capacity as Note
Registrar.

     Notes: The Class A Notes, Class M Notes and Class B Notes issued and
outstanding at any time pursuant to the Indenture.

     Officer's Certificate: With respect to either Servicer or the Master
Servicer, a certificate signed by the President, Managing Director, a Director,
a Vice President or an Assistant Vice President, of such Servicer or the Master
Servicer and delivered to the Master Servicer, the Securities Administrator and
the Indenture Trustee. With respect to the Issuing Entity, a certificate signed
by the Issuing Entity, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 10.01 of the Indenture,
and delivered to the Securities Administrator and the Indenture Trustee. Unless
otherwise specified, any reference in the Indenture to an Officer's Certificate
shall be to an Officer's Certificate of any Authorized Officer of the Issuing
Entity, the Administrator, a Servicer or the Master Servicer.

     Operative Documents: The Trust Agreement, the Indenture, the Mortgage Loan
Purchase Agreement, the Mortgage Loan Servicing Agreement, the Countrywide
Servicing Agreement, the Administration Agreement, the Custodial Agreements, the
Swap Agreement and the other documents and certificates delivered in connection
with any of the above.

     Opinion of Counsel: A written opinion of counsel. Any Opinion of Counsel
for a Servicer or the Master Servicer may be provided by in-house counsel for
such Servicer or the Master Servicer if reasonably acceptable to the Indenture
Trustee, the Securities Administrator and the Rating Agencies or the Depositor,
as the case may be.

     Optional Redemption: The right of the Terminating Entity or the Auction
Purchaser, as applicable, to purchase the Mortgage Loans pursuant to Section
11.18 of the Indenture on a Payment Date as set forth in Section 11.18 of the
Indenture.

     Optional Redemption Date: The Payment Date on which the Terminating Entity
or the Auction Purchaser, as applicable, may exercise an Optional Termination.

     Optional Redemption Price: On any day after the Initial Optional Redemption
Date, the sum of (i) the then aggregate outstanding Stated Principal Balance of
the Mortgage Loans (or if such Mortgage Loan is an REO Property, the fair market
value of such REO Property), plus accrued interest thereon at the applicable
Mortgage Rate through the Due Date in the month in which the proceeds of the
auction will be paid on the Securities, (ii) any unreimbursed fees, indemnity
amounts and out-of-pocket costs and expenses owed to the Indenture Trustee, the
Securities Administrator, the Master Servicer, the Servicers and the Custodian
and all unreimbursed Advances and Servicing Advances, in each case incurred by
such party in the performance of its obligations, (iii) any unreimbursed costs,
penalties and/or damages


                                      A-32

<PAGE>

incurred by the Issuing Entity in connection with any violation relating to any
of the Mortgage Loans of any predatory or abusive lending law, (iv) any unpaid
Net Swap Payments and any Swap Termination Payment owed to the Swap
Counterparty; such Swap Termination Payment shall include any payment to the
Swap Counterparty resulting from the Optional Redemption of the Trust and (v)
all reasonable fees and expenses of the Securities Administrator incurred in
connection with such auction.

     Original Loan-to-Value Ratio: (i) In the case of any Mortgage Loan in a
first lien position, the Loan-to-Value Ratio or LTV and (ii) in the case of any
Mortgage Loan in a second lien position, the Combined Loan-to-Value Ratio or
CLTV.

     OTS: The Office of Thrift Supervision.

     Outstanding: With respect to the Notes, as of the date of determination,
all Notes theretofore executed, authenticated and delivered under this Indenture
except:

     (i) Notes theretofore cancelled by the Note Registrar or delivered to the
Securities Administrator for cancellation; and

     (ii) Notes in exchange for or in lieu of which other Notes have been
executed, authenticated and delivered pursuant to the Indenture unless proof
satisfactory to the Securities Administrator is presented that any such Notes
are held by a protected purchaser.

     Outstanding Mortgage Loan: As to any Payment Date, a Mortgage Loan that was
not (i) the subject of a Principal Prepayment in full during any preceding Due
Period, (ii) purchased, deleted or substituted for during any preceding Due
Period pursuant to the Mortgage Loan Servicing Agreement or (iii) a Liquidated
Loan or Charged Off Mortgage Loan during any preceding Due Period as of such
Payment Date.

     Overcollateralization Amount: For any Payment Date the amount, if any, by
which (x) the Aggregate Collateral Balance for such Payment Date exceeds (y) the
aggregate Class Principal Balance of all of the Notes and the Class R and Class
G Certificates.

     Owner Trustee: Wilmington Trust Company, not in its individual capacity but
solely as Owner Trustee of the Trust, and its successors and assigns or any
successor owner trustee appointed pursuant to the terms of the Trust Agreement.

     Owner Trust Estate: The meaning specified in Section 3.01 of the Trust
Agreement.

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

     Pass-Through Margin: For the Class R Certificates, 0.3000% for any Payment
Date on or before the Initial Optional Redemption Date, and 0.6000% for any
Payment Date after the Initial Optional Redemption Date.

     Pass-Through Rate: With respect to the Class R Certificate on any Payment
Date, the least of (1) One-Month LIBOR plus the Pass-Through Margin for such
certificate, (2) the Available Funds Cap and


                                      A-33

<PAGE>

(3) the Maximum Rate Cap, and, with respect to the Class G Certificate, means
the weighted average of the Net Mortgage Rates of the Mortgage Loans.

     Paying Agent: With respect to the Indenture, any paying agent or co-paying
agent appointed pursuant to Section 3.04 of the Indenture, which initially shall
be the Securities Administrator.

     Payment Account: The account established by the Securities Administrator
pursuant to Section 8.02 of the Indenture and Section 5.01 of the Mortgage Loan
Servicing Agreement. Amounts deposited in the Payment Account will be
distributed by the Securities Administrator in accordance with Section 3.06 of
the Indenture.

     Payment Date: The 25th day of each month, or if such day is not a Business
Day, then the next Business Day, commencing in May 2007.

     Percentage Interest: With respect to any Security, either the percentage
set forth on the face thereof or equal to the percentage obtained by dividing
the Denomination of such Security by the aggregate of the Denominations of all
Notes of the same Class.

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

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

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

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

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

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


                                      A-34

<PAGE>

          (vi) guaranteed reinvestment agreements issued by any bank, insurance
               company or other corporation rated in the two highest long-term
               or the highest short-term ratings of each Rating Agency
               containing, at the time of the issuance of such agreements, such
               terms and conditions as will not result in the downgrading or
               withdrawal of the rating then assigned to the Certificates by any
               such Rating Agency as evidenced by a letter from each Rating
               Agency;

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

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

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

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

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


                                      A-35

<PAGE>

     Permitted Liens: Liens for (i) real estate taxes and special assessments
not yet delinquent (provided, that property taxes may be delinquent up to one
year); (ii) as to the Mortgage Loans identified as junior Loans on the data
tapes provided by the related Servicer to, among others, the Sponsor, any senior
mortgage loans secured by such Mortgaged Property; (iii) covenants, conditions
and restrictions, rights of way, easements and other matters of public record as
of the date of recording that are acceptable to mortgage lending institutions
generally; (iv) liens prior to the related first mortgage, if verified as paid,
and liens and judgments of $5,000 or less, including sewer or maintenance liens,
mechanics' liens or UCC filings that have been included in the first mortgage
balance for the purpose of calculating Combined Loan-to-Value Ratio for any
related Mortgage Loan; and other matters to which like properties are commonly
subject that do not materially interfere with the benefits of the security
intended to be provided by the related Mortgage Documents; provided, however,
that Permitted Liens discovered after final approval is given on a Mortgage Loan
application that are less than 1.0% of the Appraised Value or less than 10% of
the original Principal Balance of the Mortgage Loan, whichever is less, do not
have to be included in the first mortgage balance for the purpose of calculating
Combined Loan-to-Value Ratio for any related Mortgage Loan

     Permitted Transferee: Any Person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of any
of the foregoing, (ii) a foreign government, International Organization or any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in Section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the
Class R or Class G Certificate, (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code, and (v) a Person that is not a
citizen or resident of the United States, a corporation or partnership (or other
entity treated as a corporation or partnership for United States federal income
tax purposes) created or organized in or under the laws of the United States or
any State thereof or the District of Columbia or an estate whose income from
sources without the United States is includable in gross income for United
States federal income tax purposes regardless of its connection with the conduct
of a trade or business within the United States, or a trust if a court within
the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust, unless, in the case of this
clause (v), such Person has furnished the transferor and the Securities
Administrator with a duly completed Internal Revenue Service Form W-8ECI or
applicable successor form. The terms "United States," "State" and "International
Organization" shall have the meanings set forth in Section 7701 of the Code. A
corporation will not be treated as an instrumentality of the United States or of
any State thereof for these purposes if all of its activities are subject to tax
and, with the exception of the Federal Home Loan Mortgage Corporation, a
majority of its board of directors is not selected by such government unit.

     Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof, or any other entity
or organization of any type (whether or not a legal entity).

     Plan: An employee benefit plan of arrangement subject to Title I of ERISA
or a plan subject to Section 4975 of the Code.

     Plan Assets: The meaning specified in Section 2510.3-101 of the Department
of Labor Regulations.


                                      A-36

<PAGE>

     Predecessor Note: With respect to any particular Note, every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purpose of this definition, any Note authenticated
and delivered under Section 4.03 of the Indenture in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

     Prepayment Assumption: CPR.

     Prepayment Charge: With respect to each Mortgage Loan, the charge if the
Mortgagor prepays such Mortgage Loan as provided in the related Mortgage Note or
Mortgage.

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

     Prepayment Interest Shortfall: With respect to any Payment Date, for each
Mortgage Loan (other than a HELOC) that was the subject of a Principal
Prepayment in full (other than (x) a Principal Prepayment in full resulting from
the purchase of a Mortgage Loan pursuant to Section 3.01 or 5.15 of the
Indenture and (y) a Principal Prepayment in full on a Mortgage Loan received
during the period from and including the first day to and including (a) in the
case of Wilshire, the 14th day of the month and (b) in the case of Litton, the
15th day of the month of such Payment Date), the amount, if any, by which (i)
one month's interest at the applicable Net Mortgage Rate on the Stated Principal
Balance of such Mortgage Loan as of the preceding Payment Date exceeds (ii) the
amount of interest paid or collected in connection with such Principal
Prepayment.

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

     Prime Rate: The "Prime Rate" as published in the "Money Rates" table of The
Wall Street Journal or other similar source as of the date specified in the
related mortgage documents, or, if such rate ceases to be published in The Wall
Street Journal or becomes unavailable for any reason, then based upon a new
index selected by the related Servicers, as holder of the related mortgage note,
based on comparable information, in each case as most recently announced as of a
date 45 days prior to such Adjustment Date.


                                      A-37

<PAGE>

     Principal Funds: With respect to any Payment Date, the sum, without
duplication, of (1) the scheduled principal due during the related Due Period
and received before the related Servicer Remittance Date or required to be
advanced by the Servicers on or before the related Servicer Remittance Date, (2)
prepayments of principal in full collected in the related Prepayment Period, (3)
the Stated Principal Balance of each Mortgage Loan that was purchased by the
Depositor or the related 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 Payment 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 relate to principal and represent payment in
full), (6) all Subsequent Recoveries received during the related Prepayment
Period and (7) all other collections and recoveries in respect of principal
applicable to the Prepayment Period, less all non-recoverable Advances relating
to principal and all non-recoverable servicing advances applicable to the
Payment Date and certain expenses, fees, out of pocket costs and indemnity
amounts reimbursable to the Indenture Trustee, the Securities Administrator, the
Supplemental Interest Trust Trustee, the Master Servicer, the Servicers and the
Custodian; provided that such term shall not include any amounts in respect of
Excluded Amounts.

     Principal Payment Amount: With respect to each Payment Date, the sum of (1)
the Principal Funds for such Payment Date and (2) any Extra Principal Payment
Amount for such Payment Date, less any amounts of principal paid to the Class G
Certificates or used to purchase draws on the HELOCs.

     Principal Prepayment: Any Mortgagor payment of principal or other recovery
of principal on a Mortgage Loan that is recognized as having been received or
recovered in advance of its Due Date and applied to reduce the Stated Principal
Balance of the Mortgage Loan in accordance with the terms of the Mortgage Note.

     Proceeding: Any suit in equity, action at law or other judicial or
administrative proceeding.

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

     Qualified Servicer: Either (i) any servicer with a servicer rating by each
of the Rating Agencies equal to or better than the servicer rating of Litton at
the time of any such servicing transfer or (ii) any other servicer that is
acceptable to the Rating Agencies.


                                      A-38

<PAGE>

     Rating Agency: Any nationally recognized statistical rating organization,
or its successor, that rated the Securities at the request of the Depositor at
the time of the initial issuance of the Securities. Initially, Moody's or
Standard & Poor's. If such organization or a successor is no longer in
existence, "Rating Agency" shall be such nationally recognized statistical
rating organization, or other comparable Person, designated by the Issuing
Entity, notice of which designation shall be given to the Securities
Administrator. References herein to the highest short term unsecured rating
category of a Rating Agency shall mean A-1 + or better in the case of Standard &
Poor's and P-1 or better in the case of Moody's and in the case of any other
Rating Agency shall mean such equivalent ratings. References herein to the
highest long-term rating category of a Rating Agency shall mean "AAA" in the
case of Standard & Poor's and "Aaa" in the case of Moody's and in the case of
any other Rating Agency, such equivalent rating.

     Rating Agency Condition: As defined in the Swap Agreement.

     Realized Loss: With respect to each Liquidated Loan, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan as of
the date the Mortgage Loan becomes a Liquidated Loan, minus (ii) the proceeds,
if any, received during the month in which such Mortgage Loan becomes a
Liquidated Loan, to the extent applied as recoveries of principal of the
Mortgage Loan, net of the portion thereof reimbursable to the related Servicer
or any Subservicer with respect to related expenses as to which the related
Servicer or Subservicer is entitled to reimbursement thereunder but which have
not been previously reimbursed. Any Charged Off Mortgage Loan will give rise to
a Realized Loss (calculated as if clause (ii) of the previous sentence is equal
to zero) at the time it is charged off, as described in Section 4.03(a) of the
Mortgage Loan Servicing Agreement.

     Record Date: With respect to the Class A, Class M, Class B Notes and Class
G and Class R Certificates and any Payment Date, the Business Day next preceding
such Payment Date. With respect to the Class P and Class C Certificates and any
Payment Date, the last Business Day of the month preceding the month of such
Payment Date (or, in the case of the May 2007 Payment Date, the Closing Date).

     Reference Bank Rate: With respect to any Accrual Period, as follows: the
arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth of
a percent) of the offered rates for United States dollar deposits for one month
which are offered by the Reference Banks as of 11:00 A.M., London, England time,
on the second LIBOR Business Day prior to the first day of such Accrual Period
to prime banks in the London interbank market for a period of one month in
amounts approximately equal to the sum of the outstanding Class Principal
Balance of the Notes; provided that at least two such Reference Banks provide
such rate. If fewer than two offered rates appear, the Reference Bank Rate will
be the arithmetic mean of the rates quoted by one or more major banks in New
York City, selected by the Securities Administrator, as of 11:00 a.m., New York
time, on such date for loans in U.S. Dollars to leading European Banks for a
period of one month in amounts approximately equal to the aggregate outstanding
Class Principal Balance of the Notes. If no quotations can be obtained, the rate
will be the rate for the prior Payment Date; provided however, if, under the
priorities listed previously in this paragraph, the rate for a Payment Date
would be based on the rate for the previous Payment Date for the third
consecutive Payment Date, the Securities Administrator after consultation with
the Sponsor, shall select an alternative comparable index over which the
Securities Administrator has no control, used for determining one-month
Eurodollar lending rates that is calculated and published or otherwise made
available by an independent party.

     Reference Banks: Any leading banks selected by the Securities
Administrator, with the consent of the NIMs Insurer, which are engaged in
transactions in Eurodollar deposits in the international


                                      A-39

<PAGE>

Eurocurrency market (i) with an established place of business in London,
England, (ii) whose quotations appear on the Reuters Screen LIBO Page on the
relevant Interest Determination Date; (iii) which have been designated as such
by the Master Servicer and (iv) not controlling, controlled by, or under common
control with, the Depositor, the Indenture Trustee, the Master Servicer, the
Securities Administrator, the Sponsor or any successor servicer.

     Refinanced Loan: A Mortgage Loan that was made to a Mortgagor who owned the
Mortgaged Property prior to the origination of such Mortgage Loan and the
proceeds of which were used in whole or part to satisfy an existing mortgage.

     Registered Holder: The Person in whose name a Note is registered in the
Note Register on the applicable Record Date.

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

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

     Relief Act: The Servicemembers Civil Relief Act or any similar state law or
regulation.

     Relief Act Reductions: With respect to any Payment Date and any Mortgage
Loan as to which there has been a reduction in the amount of interest or
principal collectible thereon (attributable to any previous month) as a result
of the application of the Relief Act or similar state law or regulation, the
amount, if any, by which (i) interest and/or principal collectible on such
Mortgage Loan for the most recently ended calendar month is less than (ii)
interest and/or principal accrued thereon for such month pursuant to the
Mortgage Note.

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

     REMIC Administrator: LaSalle Bank National Association; provided that if
the REMIC Administrator is found by a court of competent jurisdiction to no
longer be able to fulfill its obligations as REMIC Administrator under the
Operative Agreements, the Master Servicer or the Indenture Trustee if acting as
Master Servicer shall appoint a successor REMIC Administrator, subject to
assumption of the REMIC Administrator obligations under the Operative
Agreements.

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


                                      A-40

<PAGE>

     REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at Sections 860A through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions, and temporary
and final regulations (or, to the extent not inconsistent with such temporary or
final regulations, proposed regulations) and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time as well as provisions of applicable state laws.

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

     REMIC SWAP Rate: For each Payment Date (and the related Accrual Period), a
per annum rate equal to the Fixed Rate under the Swap Agreement for such Payment
Date, as set forth in Exhibit E-1 of the Indenture.

     Remittance Report: An electronic report to the Securities Administrator
prepared by the Master Servicer in accordance with the Mortgage Loan Servicing
Agreement, (or by such other means as the Master Servicer and the Securities
Administrator may agree from time to time) containing such data and information
as to permit the Securities Administrator to prepare the Monthly Statement to
Securityholders and make the required distributions for the related Payment
Date. The Securities Administrator will prepare the Monthly Report based solely
upon the information received from the Master Servicer.

     REO Property: A Mortgaged Property that is acquired by or on behalf of the
Issuing Entity in full or partial satisfaction of the related Mortgage.

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


                                      A-41

<PAGE>

     Repurchase Price: With respect to any Mortgage Loan required to be
repurchased on any date pursuant to the Mortgage Loan Purchase Agreement or the
Mortgage Loan Servicing Agreement, an amount equal to the sum of (i) 100% of the
Mortgage Loan Balance thereof (without reduction for any amounts charged off),
(ii) unpaid accrued interest at the Mortgage Rate (or with respect to the last
day of the month in the month of repurchase, the Mortgage Rate will be the
Mortgage Rate in effect as to second to last day in such month) on the
outstanding principal balance thereof from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month of
purchase, (iii) and all expenses advanced and reimbursable to the Servicer and
(iv) in connection with any Mortgage Loan required to be repurchased pursuant to
Section 7 of the Mortgage Loan Purchase Agreement, any costs and damages
incurred by the Trust Estate with respect to such Mortgage Loan in connection
with a breach of such Section.

     Request for Release: The Request for Release of Documents submitted by the
Servicer to the Custodian, substantially in the form of Exhibit C to the
Mortgage Loan Servicing Agreement.

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

     Required Percentage: For any Payment Date, (i) the aggregate Stated
Principal Balance of the Mortgage Loans as of the prior Payment Date less the
outstanding Class Principal Balance of the most senior class of Notes prior to
any distributions on such Payment Date divided by (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the prior Payment Date.

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

     Responsible Officer: With respect to the Securities Administrator or the
Indenture Trustee, any officer of the Securities Administrator or the Indenture
Trustee, in each case with direct responsibility for the administration of the
Indenture, and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

     Reuters: Reuters Monitor Money Rates Service.

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

     Sarbanes-Oxley Certificate: As defined in Section 3.20 of the Mortgage Loan
Servicing Agreement.

     Scheduled Payment: For any Mortgage Loan, the monthly scheduled payment of
interest and principal, as determined in accordance with the provisions of the
related Mortgage Note, as reduced by any Relief Act Reductions.

     Securities Act: The Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.


                                      A-42

<PAGE>

     Securities Administrator: LaSalle Bank National Association, in its
capacity as trust administrator, and its successors and assigns.

     Security: Any of the Certificates or Notes.

     Securityholder or Holder: Any Noteholder or a Certificateholder.

     Senior Enhancement Percentage: For any Payment Date the fraction, expressed
as a percentage, the numerator of which is the sum of the Class Principal
Balance of the Class M and Class B Notes and the Overcollateralization Amount
(which, for purposes of this definition only, shall not be less than zero), in
each case after giving effect to payments on such Payment Date, and the
denominator of which is the Aggregate Collateral Balance for such Payment Date.

     Servicer: Wilshire, Litton or Countrywide, as applicable, and their
respective successors and assigns.

     Servicer Advance Date: As to any Payment Date, the related Servicer
Remittance Date.

     Servicer Remittance Date: The 18th day of the month (or is such day is not
a Business Day, the immediately preceding Business Day).

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

     Servicing Agreements: The Mortgage Loan Servicing Agreement and/or the
Countrywide Servicing Agreement, as applicable.

     Servicing Certificate: A certificate completed and executed by a Servicing
Officer on behalf of a Servicer in accordance with Section 4.01 of the Mortgage
Loan 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 Default: The meaning specified in Section 7.01 of the Mortgage
Loan Servicing Agreement.


                                      A-43

<PAGE>

     Servicing Fee: With respect to each Servicer, a monthly fee paid to such
Servicer from interest collected with respect to each Mortgage Loan serviced by
it (as well as from any liquidation proceeds from a liquidated Mortgage Loan
that are applied to accrued and unpaid interest) generally equal to the product
of (a) one-twelfth of the Servicing Fee Rate and (b) the Stated Principal
Balance of such Mortgage Loan as of the preceding Payment Date. Each Servicer
also is entitled to receive, as additional servicing compensation, Prepayment
Interest Excesses, excess proceeds from sales of REO Properties, all assumption
fees and other similar charges (other than prepayment charges) and investment
income earned on, or benefits received from, amounts on deposit in the
Collection Account and escrow account.

     Servicing Fee Rate: 0.50% for each Mortgage Loan.

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

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

     Servicing Rights Pledgee: One or more lenders, selected by the Servicer, to
which the Servicer may pledge and assign all of its right, title and interest
in, to and under this Agreement.

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

     Similar Law: Any federal, state, local, non-U.S. or other laws or
regulations that are substantively similar to Title I of ERISA or Section 4975
of the Code.

     Single Note: A Note in the amount of $1,000.

     Sponsor: Merrill Lynch Mortgage Lending Inc.

     Standard & Poor's: Standard & Poor's Ratings Services or its successor in
interest.

     Startup Day: For purposes of the REMIC Provisions, the Closing Date.

     Stated Principal Balance: With respect to any Mortgage Loan or related REO
Property (1) as of the Cut-off Date, the Cut-off Date Principal Balance thereof,
and (2) as of any Payment Date, such Cut-off Date Principal Balance, minus the
sum of (A) the principal portion of the Scheduled Payments (x) due with respect
to such Mortgage Loan during each Due Period ending prior to such Payment Date
and (y) that were received by the Servicer as of the close of business on the
Determination Date related to such Payment Date or with respect to which
Advances were made on the Servicer Advance Date prior to such Payment Date and
(B) all Principal Prepayments with respect to such Mortgage Loan received on or
prior


                                      A-44

<PAGE>

to the last day of the related Prepayment Period, and all Liquidation Proceeds
to the extent applied by the Servicer as recoveries of principal in accordance
with Section the related Servicing Agreement with respect to such Mortgage Loan,
that were received by the Servicer as of the close of business on the last day
of the related Due Period. Notwithstanding the foregoing, the Stated Principal
Balance of a Liquidated Loan shall be deemed to be zero. For any Outstanding
Mortgage Loan that is a HELOC as of any Payment Date, its outstanding principal
balance as of the Cut-off Date plus any Additional Balances in respect of such
HELOC, reduced by the principal received on or before the Due Date in the Due
Period immediately preceding such Determination Date. For purposes of
calculating the Stated Principal Balance of the HELOCs, Excluded Amounts shall
be considered to be allocated pro rata to all HELOCs in reduction of the
outstanding principal balances of the HELOCs.

     Stated Value: With respect to any Mortgage Loan, the value of the related
Mortgaged Property as stated by the related Mortgagor in his or her application.

     Statutory Trust Statute: Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code Sections 3801 et seq., as the same may be amended from time to time.

     Stepdown Date: The earlier of: (A) the first Payment Date on which the
aggregate Class Principal Balance of the Class A Notes and the Class R
Certificate has been reduced to zero; and (B) the later to occur of (1) the
Payment Date in May 2010 or (2) the first Payment Date on which the aggregate
Class Principal Balance of the Class A Notes (after giving effect to payments of
the Principal Funds amount for such Payment Date) is less than or equal to 9.60%
of the aggregate Stated Principal Balances of the Mortgage Loans.

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

<TABLE>
<CAPTION>
PAYMENT DATE OCCURRING IN             STEPDOWN REQUIRED LOSS PERCENTAGE
-------------------------   ----------------------------------------------------
<S>                         <C>
May 2009-April 2010         8.00% with respect to May 2009,  plus an  additional
                            1/12th  of 0% for each month thereafter

May 2010-April 2011         8.00% with respect to May 2010,  plus an  additional
                            1/12th  of 2.75% for each month thereafter

May 2011-April 2012         10.75% with respect to May 2011,  plus an additional
                            1/12th  of 2.25% for each month thereafter

May 2012-April 2013         13.00% with respect to May 2012,  plus an additional
                            1/12th  of 0.50% for each month thereafter

May 2013 and thereafter     13.50%
</TABLE>

     Stepdown Trigger Event: The situation that exists (A) with respect to any
Payment Date on or after the Stepdown Date until the aggregate Class Principal
Balance of the Class A Notes has been reduced to zero, if (a) the quotient
(measured on a rolling three-month basis) of (1) the aggregate Stated Principal
Balance of all Mortgage Loans 60 or more days delinquent (including Mortgage
Loans in foreclosure, REO Properties and Mortgage Loans with respect to which
the applicable mortgagor is in bankruptcy) and (2) the aggregate Stated
Principal Balance of all of the Mortgage Loans as of the


                                      A-45

<PAGE>

preceding Servicer Remittance Date, equals or exceeds the product of (i) 8.85%
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 Payment Date and (2) the aggregate
principal balance of the Mortgage Loans as of the Cut-off Date exceeds the
Stepdown Required Loss Percentage and (B) with respect to any Payment Date on or
after the Stepdown Date and the aggregate Class Principal Balance of the Class A
Notes has been reduced to zero, 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 and REO
Properties) and (2) the Stated Principal Balance of all the Mortgage Loans as of
the preceding Servicer Remittance Date, equals or exceeds the product of (i)
8.85% 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 Payment Date and (2)
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date exceeds the Required Loss Percentage. For purposes hereof, for any Payment
Date, the calculation of "rolling three-month basis" requires first, the
calculation of the quotient described in (A) of this definition for each of the
three (3) Due Periods immediately prior to such Payment Date, second, the
addition of such 3 quotients and third, dividing the sum of such 3 quotients by
3.

     Subcontractor: Any outsourcer that performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to 5% or more of the
Mortgage Loans under the direction or authority of a Servicer (measured by
aggregate Stated Principal Balance of the Mortgage Loans, annually at the
commencement of the calendar year prior to the year in which an Assessment of
Compliance is required to be delivered, multiplied by a fraction, the numerator
of which is the number of months during which such Subcontractor performs such
discrete functions and the denominator of which is 12, or, in the case of the
year in which the Closing Date occurs, the number of months elapsed in such
calendar year).

     Subordinate Notes: The Class M Notes and Class B Notes.

     Subsequent Recoveries: As of any Payment Date, all amounts (other than
Liquidation Proceeds) received by a Servicer specifically related to a
previously Liquidated Mortgage Loan during the related Due Period.

     Subservicer: Any Person with whom a Servicer has entered into a
Subservicing Agreement as a Subservicer by such Servicer.

     Subservicing Account: An Eligible Account established or maintained by a
Subservicer as provided for in Section 3.02(c) of the Mortgage Loan Servicing
Agreement.

     Subservicing Agreement: Any written contract between a Servicer and any
Subservicer relating to servicing and administration of certain Mortgage Loans
as provided in Section 3.01 of the Mortgage Loan Servicing Agreement.

     Subservicing Fee: With respect to any Due Period, any fee retained monthly
by a Subservicer which will be paid out of the Servicing Fee.

     Substitution Amount: The amount, if any, by which the Stated Principal
Balance of a Mortgage Loan required to be removed from the trust due to a breach
of a representation and warranty or defective


                                      A-46

<PAGE>

documentation exceeds the Stated Principal Balance of the related substitute
loan, plus unpaid interest accrued thereon.

     Supplemental Interest Trust: The separate trust established by the
Supplemental Interest Trust Trustee, as directed, for the benefit of the
securityholders, (i) into which certain payments to securityholders will be made
and any Swap Termination Payments or Net Swap Payments received from the Swap
Counterparty will be deposited and (ii) out of which any Swap Termination
Payments or Net Swap Payments owed to the Swap Counterparty will be paid.

     Supplemental Interest Trust Trustee: LaSalle Bank National Association.

     Swap Account: The account established by the Securities Administrator
pursuant to Section 3.31(b) of the Indenture. Amounts deposited in the Swap
Account will be distributed by the Securities Administrator in accordance with
Section 3.06(II)(d) of the Indenture.

     Swap Agreement: Collectively, the ISDA Master Agreement (including the
Schedule thereto, the transaction evidenced by the related confirmation and
novation confirmation by and between the Issuing Entity and the Swap
Counterparty), forms of which are attached hereto as Exhibit E-1 to the
Indenture.

     Swap Agreement Notional Balances: The notional balance of the Swap
Agreement as set forth on Exhibit E-1 of the Indenture.

     Swap Counterparty: Bear Stearns Financial Products Inc.

     Swap LIBOR: With respect to any Payment Date (and the related Accrual
Period) the product of (i) the Floating Rate Option (as defined in the Swap
Agreement for the related 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 Regulations: The final regulations issued by the IRS relating to
notional principal contracts under Section 446 of the Code.

     SWAP REMIC: As described in the Preliminary Statement and Article X of the
Indenture.

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

     SWAP REMIC Regular Interests: Each of the SWAP REMIC Interests other than
the Class G Certificate.

     Swap Termination Date: The Payment Date in April 2012.

     Swap Termination Payment: A payment required to be made by either the
Supplemental Interest Trust or the Swap Counterparty pursuant to the Swap
Agreement as a result of termination of the Swap Agreement.

     Terminating Entity: Wilshire.


                                      A-47

<PAGE>

     Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.

     Transfer Agreement: Each document pursuant to which the Sponsor acquired
any Mortgage Loan from the Originator of such Mortgage Loan.

     Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.

     Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.

     Treasury Regulations: Regulations, including proposed or temporary
Regulations, promulgated under the Code. References in the Operative Documents
to specific provisions of proposed or temporary regulations shall include
analogous provisions of final Treasury Regulations or other successor Treasury
Regulations.

     Trust: As defined in Section 2.01 of the Trust Agreement.

     Trust Agreement: The Trust Agreement, dated as of the Closing Date, between
Wilmington Trust Company, as the Owner Trustee, and Merrill Lynch Mortgage
Investors, Inc., as the Depositor.

     Trust Estate: The meaning specified in the Granting Clause of the
Indenture.

     Trust Indenture Act or TIA: The Trust Indenture Act of 1939, as amended
from time to time, as in effect on any relevant date.

     UCC: The Uniform Commercial Code, as amended from time to time, as in
effect in the applicable jurisdiction.

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

     Underwriter: Merrill Lynch, Pierce, Fenner & Smith Incorporated or any
successor thereto.

     United States Person: (i) A citizen or resident of the United States, (ii)
a corporation, partnership or other entity treated as a corporation or
partnership for federal income tax purposes organized in or under the laws of
the United States or any state thereof or the District of Columbia (unless, in
the case of a partnership, Treasury regulations provide otherwise), (iii) an
estate the income of which is includible in gross income for United States tax
purposes regardless of its source or (iv) a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States persons have authority to control all
substantial decisions of the trust. Notwithstanding the preceding sentence, to
the extent provided in Treasury regulations, certain trusts in existence on
August 20, 1996, and treated as United States persons prior to such date, that
elect to continue to be treated as United States persons will also be United
States Persons.

     Unpaid Realized Loss Amount: With respect to any class of Subordinate Notes
and the Class C Certificates and as to any Payment Date, the excess of (1) the
Applied Realized Loss Amount for such class over (2) the sum of (x) all payments
in reduction of the Unpaid Realized Loss Amount for such class on all previous
Payment Dates and (y) all increases in the Class Principal Balance of such class
pursuant


                                      A-48

<PAGE>

to the last sentence of the definition of "Class Principal Balance" and, in the
case of the Class C Certificates, attributable to distributions of proceeds of
the Swap Agreement.

     Upper Collar: With respect to each Payment Date, the applicable per annum
rate set forth under the heading "1ML Strike Upper Collar" in the Derivative
LIBOR Corridor Table in Exhibit E-1 of the Indenture.

     Upper Tier REMIC: As described in the Preliminary Statement and Article X
in the Indenture.

     Upper Tier REMIC Net WAC Cap: For any Payment Date, the Net Rate.

     Voting Rights: The portion of the voting rights of the Holders of the Notes
allocated to each Class of Notes. 100% of all of the Voting Rights exercisable
by the Noteholders shall be allocated among the Classes of Class A Notes, Class
M Notes and Class B Notes and Class G Certificates in accordance with their
respective outstanding Note Balances. Voting Rights shall be allocated among the
Holders of a Class of Securities on a pro rata basis in accordance with their
respective Percentage Interests.

     Wilshire: Wilshire Credit Corporation.

     Wilshire Serviced Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule.


                                      A-49