<PAGE>
                                                                     Exhibit 4.1

                                                               EXECUTION VERSION

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                    Depositor

                            LITTON LOAN SERVICING LP
                                    Servicer

                                       and

                        LASALLE BANK NATIONAL ASSOCIATION
                                     Trustee

                                   ----------

                         POOLING AND SERVICING AGREEMENT
                            Dated as of July 1, 2006

                                   ----------

                           OWNIT MORTGAGE LOAN TRUST,
             MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2006-5

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I DEFINITIONS....................................................     12

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES..     62
   SECTION 2.01.  Conveyance of Mortgage Loans...........................     62
   SECTION 2.02.  Acceptance by the Trustee of the Mortgage Loans........     66
   SECTION 2.03.  Representations, Warranties and Covenants of the
                  Depositor..............................................     67
   SECTION 2.04.  Representations and Warranties of the Servicer.........     72
   SECTION 2.05.  Substitutions and Repurchases of Mortgage Loans that
                  are not "Qualified Mortgages.".........................     73
   SECTION 2.06.  Authentication and Delivery of Certificates............     73
   SECTION 2.07.  REMIC Elections........................................     73
   SECTION 2.08.  [RESERVED].............................................     78
   SECTION 2.09.  Covenants of the Servicer..............................     78
   SECTION 2.10.  [RESERVED].............................................     79
   SECTION 2.11.  Permitted Activities of the Trust......................     79
   SECTION 2.12.  Qualifying Special Purpose Entity......................     79

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...............     79
   SECTION 3.01.  Servicer to Service Mortgage Loans.....................     79
   SECTION 3.02.  Servicing and Subservicing; Enforcement of the
                  Obligations of Servicer................................     81
   SECTION 3.03.  Rights of the Depositor and the Trustee in Respect of
                  the Servicer...........................................     82
   SECTION 3.04.  Trustee to Act as Servicer.............................     82
   SECTION 3.05.  Collection of Mortgage Loan Payments; Collection
                  Account; Certificate Account...........................     83
   SECTION 3.06.  Collection of Taxes, Assessments and Similar Items;
                  Escrow Accounts........................................     87
   SECTION 3.07.  Access to Certain Documentation and Information
                  Regarding the Mortgage Loans...........................     87
   SECTION 3.08.  Permitted Withdrawals from the Collection Account and
                  Certificate Account....................................     87
   SECTION 3.09.  [RESERVED].............................................     89
   SECTION 3.10.  Maintenance of Hazard Insurance........................     90
   SECTION 3.11.  Enforcement of Due-On-Sale Clauses; Assumption
                  Agreements.............................................     90
   SECTION 3.12.  Realization Upon Defaulted Mortgage Loans;
                  Determination of Excess Proceeds.......................     92
   SECTION 3.13.  Trustee to Cooperate; Release of Mortgage Files........     95
   SECTION 3.14.  Documents, Records and Funds in Possession of Servicer
                  to be Held for the Trustee.............................     96
   SECTION 3.15.  Servicing Compensation.................................     96
   SECTION 3.16.  Access to Certain Documentation........................     97
   SECTION 3.17.  Annual Statement as to Compliance......................     97
   SECTION 3.18.  Reports on Assessment of Compliance and Attestation....     98
   SECTION 3.19.  Rights of the NIMs Insurer.............................     99
   SECTION 3.20.  [RESERVED].............................................     99
</TABLE>

<PAGE>

                                TABLE OF CONTENTS
                                    (CONT'D)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   SECTION 3.21.  [RESERVED].............................................     99
   SECTION 3.22.  [RESERVED].............................................     99
   SECTION 3.23.  Prepayment Charge Reporting Requirements...............     99
   SECTION 3.24.  Information to the Trustee.............................    100
   SECTION 3.25.  Indemnification........................................    100
   SECTION 3.26.  Nonsolicitation........................................    100
   SECTION 3.27.  Periodic Filings.......................................    100

ARTICLE IV DISTRIBUTIONS.................................................    106
   SECTION 4.01.  Advances...............................................    106
   SECTION 4.02.  Reduction of Servicing Compensation in Connection with
                  Prepayment Interest Shortfalls.........................    108
   SECTION 4.03.  Distributions on the REMIC Interests...................    108
   SECTION 4.04.  Distributions..........................................    108
   SECTION 4.05.  Monthly Statements to Certificateholders...............    117

ARTICLE V THE CERTIFICATES...............................................    120
   SECTION 5.01.  The Certificates.......................................    120
   SECTION 5.02.  Certificate Register; Registration of Transfer and
                  Exchange of Certificates...............................    121
   SECTION 5.03.  Mutilated, Destroyed, Lost or Stolen Certificates......    125
   SECTION 5.04.  Persons Deemed Owners..................................    125
   SECTION 5.05.  Access to List of Certificateholders' Names and
                  Addresses..............................................    125
   SECTION 5.06.  Book-Entry Certificates................................    126
   SECTION 5.07.  Notices to Depository..................................    127
   SECTION 5.08.  Definitive Certificates................................    127
   SECTION 5.09.  Maintenance of Office or Agency........................    127
   SECTION 5.10.  Authenticating Agents..................................    127

ARTICLE VI THE DEPOSITOR AND THE SERVICER................................    128
   SECTION 6.01.  Respective Liabilities of the Depositor and the
                  Servicer...............................................    128
   SECTION 6.02.  Merger or Consolidation of the Depositor or the
                  Servicer...............................................    128
   SECTION 6.03.  Limitation on Liability of the Depositor, the Servicer
                  and Others.............................................    129
   SECTION 6.04.  Limitation on Resignation of Servicer..................    129
   SECTION 6.05.  Errors and Omissions Insurance; Fidelity Bonds.........    130

ARTICLE VII DEFAULT; TERMINATION OF SERVICER.............................    130
   SECTION 7.01.  Events of Default......................................    130
   SECTION 7.02.  Trustee to Act; Appointment of Successor...............    132
   SECTION 7.03.  Notification to Certificateholders.....................    133

ARTICLE VIII CONCERNING THE TRUSTEE......................................    134
   SECTION 8.01.  Duties of the Trustee..................................    134
   SECTION 8.02.  Certain Matters Affecting the Trustee..................    135
   SECTION 8.03.  Trustee Not Liable for Certificates or Mortgage Loans..    136
   SECTION 8.04.  Trustee May Own Certificates...........................    136
   SECTION 8.05.  Trustee's Fees and Expenses............................    136
</TABLE>


                                      iii
<PAGE>

                                TABLE OF CONTENTS
                                    (CONT'D)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   SECTION 8.06.  Indemnification and Expenses of Trustee................    137
   SECTION 8.07.  Eligibility Requirements for Trustee...................    138
   SECTION 8.08.  Resignation and Removal of Trustee.....................    138
   SECTION 8.09.  Successor Trustee......................................    139
   SECTION 8.10.  Merger or Consolidation of Trustee.....................    139
   SECTION 8.11.  Appointment of Co-Trustee or Separate Trustee..........    139
   SECTION 8.12.  Tax Matters............................................    140

ARTICLE IX TERMINATION...................................................    143
   SECTION 9.01.  Termination upon Liquidation or Auction of all Mortgage
                  Loans..................................................    143
   SECTION 9.02.  Final Distribution on the Certificates.................    144
   SECTION 9.03.  Additional Termination Requirements....................    145

ARTICLE X MISCELLANEOUS PROVISIONS.......................................    146
   SECTION 10.01. Amendment..............................................    146
   SECTION 10.02. Counterparts...........................................    148
   SECTION 10.03. Governing Law..........................................    148
   SECTION 10.04. Intention of Parties...................................    148
   SECTION 10.05. Notices................................................    149
   SECTION 10.06. Severability of Provisions.............................    149
   SECTION 10.07. Assignment.............................................    150
   SECTION 10.08. Limitation on Rights of Certificateholders.............    150
   SECTION 10.09. Inspection and Audit Rights............................    150
   SECTION 10.10. Certificates Nonassessable and Fully Paid..............    151
   SECTION 10.11. Third Party Rights.....................................    151
   SECTION 10.12. Additional Rights of the NIMs Insurer..................    151
   SECTION 10.13. Assignment; Sales; Advance Facilities..................    151
   SECTION 10.14. Compliance with Regulation AB..........................    153
</TABLE>


                                       iv
<PAGE>

                                TABLE OF CONTENTS
                                    (CONT'D)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>           <C>                                                           <C>
EXHIBIT A     FORMS OF CERTIFICATES
EXHIBIT B-1   MORTGAGE LOAN SCHEDULE - MORTGAGE POOL
EXHIBIT B-2   MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS
EXHIBIT B-3   MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS
EXHIBIT C     [RESERVED]
EXHIBIT D     FORM OF TRUSTEE CERTIFICATION
EXHIBIT E-1   FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT
EXHIBIT E-2   FORM OF CLASS R TRANSFEROR'S AFFIDAVIT
EXHIBIT F     FORM OF TRANSFEROR CERTIFICATE
EXHIBIT G     FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR)
EXHIBIT H     FORM OF RULE 144A INVESTMENT LETTER
EXHIBIT I     FORM OF REQUEST FOR RELEASE
EXHIBIT J     [RESERVED]
EXHIBIT K     [RESERVED]
EXHIBIT L     [RESERVED]
EXHIBIT M-1   [RESERVED]
EXHIBIT M-2   [RESERVED]
EXHIBIT M-3   [RESERVED]
EXHIBIT N-1   FORM OF CLASS A-1 CAP CONTRACT
EXHIBIT N-2   FORM OF CLASS A-2 CAP CONTRACT
EXHIBIT N-3   FORM OF SUBORDINATE CERTIFICATES CAP CONTRACT
EXHIBIT O-1   ONE-MONTH LIBOR CAP TABLE - CLASS A-1 CAP CONTRACT
EXHIBIT O-2   ONE-MONTH LIBOR CAP TABLE - CLASS A-2 CAP CONTRACT
EXHIBIT O-3   ONE-MONTH LIBOR CAP TABLE - SUBORDINATE CERTIFICATES CAP
              CONTRACT
EXHIBIT P     FORM OF POWER OF ATTORNEY
EXHIBIT Q     [RESERVED]
EXHIBIT R     [RESERVED]
EXHIBIT S     FORM OF SWAP AGREEMENT
EXHIBIT T-1   FORM OF ASSESSMENT OF COMPLIANCE
EXHIBIT T-2   SERVICING CRITERIA (EXHIBIT A TO FORM OF ASSESSMENT OF
              COMPLIANCE)
EXHIBIT T-3   FORM OF SARBANES-OXLEY CERTIFICATION (SERVICER)
EXHIBIT T-4   FORM OF ITEM 1123 CERTIFICATION (SERVICER)
EXHIBIT T-5   FORM OF OFFICER'S CERTIFICATE (TRUSTEE)
EXHIBIT U     [RESERVED]
EXHIBIT V     [RESERVED]
EXHIBIT W     [RESERVED]
EXHIBIT X     ITEMS FOR FORM 8-K
EXHIBIT Y     ITEMS FOR FORM 10-D
EXHIBIT Z     ITEMS FOR FORM 10-K
EXHIBIT Z-1   ADDITIONAL DISCLOSURE NOTIFICATION
</TABLE>


                                        v

<PAGE>

     POOLING AND SERVICING AGREEMENT (the "Agreement"), dated as of July 1,
2006, among MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware corporation, as
depositor (the "Depositor"), LITTON LOAN SERVICING LP, a Delaware limited
partnership, as servicer (the "Servicer") and LASALLE BANK NATIONAL ASSOCIATION,
a national banking association, as trustee (the "Trustee").

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

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

THE SWAP REMIC

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

<TABLE>
<CAPTION>
Class     Initial Principal Balance   Interest Rate
-----     -------------------------   -------------
<S>       <C>                         <C>
1-SW1          $21,342,308.981             (1)
1-SW1A         $ 2,137,545.989             (2)
1-SW1B         $ 2,137,545.989             (3)
1-SW2A         $ 2,455,558.622             (2)
1-SW2B         $ 2,455,558.622             (3)
1-SW3A         $ 2,741,219.661             (2)
1-SW3B         $ 2,741,219.661             (3)
1-SW4A         $ 3,025,126.997             (2)
1-SW4B         $ 3,025,126.997             (3)
1-SW5A         $ 3,294,272.536             (2)
1-SW5B         $ 3,294,272.536             (3)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Class     Initial Principal Balance   Interest Rate
-----     -------------------------   -------------
<S>       <C>                         <C>
1-SW6A         $ 3,459,863.071             (2)
1-SW6B         $ 3,459,863.071             (3)
1-SW7A         $ 3,457,114.309             (2)
1-SW7B         $ 3,457,114.309             (3)
1-SW8A         $ 3,333,680.520             (2)
1-SW8B         $ 3,333,680.520             (3)
1-SW9A         $ 3,152,127.855             (2)
1-SW9B         $ 3,152,127.855             (3)
1-SW10A        $ 2,966,460.905             (2)
1-SW10B        $ 2,966,460.905             (3)
1-SW11A        $ 2,785,322.894             (2)
1-SW11B        $ 2,785,322.894             (3)
1-SW12A        $ 2,606,257.221             (2)
1-SW12B        $ 2,606,257.221             (3)
1-SW13A        $ 2,442,183.418             (2)
1-SW13B        $ 2,442,183.418             (3)
1-SW14A        $ 2,293,868.520             (2)
1-SW14B        $ 2,293,868.520             (3)
1-SW15A        $ 2,194,301.391             (2)
1-SW15B        $ 2,194,301.391             (3)
1-SW16A        $ 2,186,303.266             (2)
1-SW16B        $ 2,186,303.266             (3)
1-SW17A        $ 2,284,213.644             (2)
1-SW17B        $ 2,284,213.644             (3)
1-SW18A        $ 2,383,400.238             (2)
1-SW18B        $ 2,383,400.238             (3)
1-SW19A        $ 2,245,768.276             (2)
1-SW19B        $ 2,245,768.276             (3)
1-SW20A        $ 1,932,271.532             (2)
1-SW20B        $ 1,932,271.532             (3)
1-SW21A        $ 1,671,384.768             (2)
1-SW21B        $ 1,671,384.768             (3)
1-SW22A        $ 1,467,740.960             (2)
1-SW22B        $ 1,467,740.960             (3)
1-SW23A        $ 1,311,329.122             (2)
1-SW23B        $ 1,311,329.122             (3)
1-SW24A        $ 1,184,948.194             (2)
1-SW24B        $ 1,184,948.194             (3)
1-SW25A        $ 1,087,109.225             (2)
1-SW25B        $ 1,087,109.225             (3)
1-SW26A        $ 1,027,912.137             (2)
1-SW26B        $ 1,027,912.137             (3)
1-SW27A        $    51,753.824             (2)
1-SW27B        $    51,753.824             (3)
1-SW28A        $   764,725.199             (2)
1-SW28B        $   764,725.199             (3)
</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>
Class     Initial Principal Balance   Interest Rate
-----     -------------------------   -------------
<S>       <C>                         <C>
1-SW29A        $ 1,356,883.644             (2)
1-SW29B        $ 1,356,883.644             (3)
1-SW30A        $ 1,308,636.108             (2)
1-SW30B        $ 1,308,636.108             (3)
1-SW31A        $ 1,138,922.152             (2)
1-SW31B        $ 1,138,922.152             (3)
1-SW32A        $   928,821.748             (2)
1-SW32B        $   928,821.748             (3)
1-SW33A        $   774,651.353             (2)
1-SW33B        $   774,651.353             (3)
1-SW34A        $   675,701.544             (2)
1-SW34B        $   675,701.544             (3)
1-SW35A        $   600,293.048             (2)
1-SW35B        $   600,293.048             (3)
1-SW36A        $   535,725.966             (2)
1-SW36B        $   535,725.966             (3)
1-SW37A        $   479,781.041             (2)
1-SW37B        $   479,781.041             (3)
1-SW38A        $   431,420.333             (2)
1-SW38B        $   431,420.333             (3)
1-SW39A        $   390,718.979             (2)
1-SW39B        $   390,718.979             (3)
1-SW40A        $   356,284.793             (2)
1-SW40B        $   356,284.793             (3)
1-SW41A        $   326,792.895             (2)
1-SW41B        $   326,792.895             (3)
1-SW42A        $   301,325.230             (2)
1-SW42B        $   301,325.230             (3)
1-SW43A        $   278,971.573             (2)
1-SW43B        $   278,971.573             (3)
1-SW44A        $   259,205.961             (2)
1-SW44B        $   259,205.961             (3)
1-SW45A        $   241,546.620             (2)
1-SW45B        $   241,546.620             (3)
1-SW46A        $   225,493.318             (2)
1-SW46B        $   225,493.318             (3)
1-SW47A        $   210,979.493             (2)
1-SW47B        $   210,979.493             (3)
1-SW48A        $   197,950.331             (2)
1-SW48B        $   197,950.331             (3)
1-SW49A        $ 4,255,120.158             (2)
1-SW49B        $ 4,255,120.158             (3)
2-SW2          $35,892,503.449             (4)
2-SW1A         $ 3,594,825.511             (5)
2-SW1B         $ 3,594,825.511             (6)
2-SW2A         $ 4,129,644.378             (5)
</TABLE>


                                       3

<PAGE>

<TABLE>
<CAPTION>
Class     Initial Principal Balance   Interest Rate
-----     -------------------------   -------------
<S>       <C>                         <C>
2-SW2B          $ 4,129,644.378            (6)
2-SW3A          $ 4,610,055.839            (5)
2-SW3B          $ 4,610,055.839            (6)
2-SW4A          $ 5,087,518.003            (5)
2-SW4B          $ 5,087,518.003            (6)
2-SW5A          $ 5,540,154.464            (5)
2-SW5B          $ 5,540,154.464            (6)
2-SW6A          $ 5,818,636.929            (5)
2-SW6B          $ 5,818,636.929            (6)
2-SW7A          $ 5,814,014.191            (5)
2-SW7B          $ 5,814,014.191            (6)
2-SW8A          $ 5,606,428.980            (5)
2-SW8B          $ 5,606,428.980            (6)
2-SW9A          $ 5,301,102.145            (5)
2-SW9B          $ 5,301,102.145            (6)
2-SW10A         $ 4,988,856.095            (5)
2-SW10B         $ 4,988,856.095            (6)
2-SW11A         $ 4,684,226.606            (5)
2-SW11B         $ 4,684,226.606            (6)
2-SW12A         $ 4,383,082.279            (5)
2-SW12B         $ 4,383,082.279            (6)
2-SW13A         $ 4,107,150.582            (5)
2-SW13B         $ 4,107,150.582            (6)
2-SW14A         $ 3,857,721.480            (5)
2-SW14B         $ 3,857,721.480            (6)
2-SW15A         $ 3,690,274.109            (5)
2-SW15B         $ 3,690,274.109            (6)
2-SW16A         $ 3,676,823.234            (5)
2-SW16B         $ 3,676,823.234            (6)
2-SW17A         $ 3,841,484.356            (5)
2-SW17B         $ 3,841,484.356            (6)
2-SW18A         $ 4,008,291.762            (5)
2-SW18B         $ 4,008,291.762            (6)
2-SW19A         $ 3,776,828.724            (5)
2-SW19B         $ 3,776,828.724            (6)
2-SW20A         $ 3,249,604.468            (5)
2-SW20B         $ 3,249,604.468            (6)
2-SW21A         $ 2,810,857.232            (5)
2-SW21B         $ 2,810,857.232            (6)
2-SW22A         $ 2,468,378.540            (5)
2-SW22B         $ 2,468,378.540            (6)
2-SW23A         $ 2,205,332.378            (5)
2-SW23B         $ 2,205,332.378            (6)
2-SW24A         $ 1,992,790.806            (5)
2-SW24B         $ 1,992,790.806            (6)
2-SW25A         $ 1,828,249.775            (5)
</TABLE>


                                        4

<PAGE>

<TABLE>
<CAPTION>
Class     Initial Principal Balance   Interest Rate
-----     -------------------------   -------------
<S>       <C>                         <C>
2-SW25B         $ 1,828,249.775            (6)
2-SW26A         $ 1,728,694.863            (5)
2-SW26B         $ 1,728,694.863            (6)
2-SW27A         $    87,037.176            (5)
2-SW27B         $    87,037.176            (6)
2-SW28A         $ 1,286,079.301            (5)
2-SW28B         $ 1,286,079.301            (6)
2-SW29A         $ 2,281,943.856            (5)
2-SW29B         $ 2,281,943.856            (6)
2-SW30A         $ 2,200,803.392            (5)
2-SW30B         $ 2,200,803.392            (6)
2-SW31A         $ 1,915,386.348            (5)
2-SW31B         $ 1,915,386.348            (6)
2-SW32A         $ 1,562,049.252            (5)
2-SW32B         $ 1,562,049.252            (6)
2-SW33A         $ 1,302,772.647            (5)
2-SW33B         $ 1,302,772.647            (6)
2-SW34A         $ 1,136,363.456            (5)
2-SW34B         $ 1,136,363.456            (6)
2-SW35A         $ 1,009,544.952            (5)
2-SW35B         $ 1,009,544.952            (6)
2-SW36A         $   900,959.034            (5)
2-SW36B         $   900,959.034            (6)
2-SW37A         $   806,873.459            (5)
2-SW37B         $   806,873.459            (6)
2-SW38A         $   725,542.667            (5)
2-SW38B         $   725,542.667            (6)
2-SW39A         $   657,093.021            (5)
2-SW39B         $   657,093.021            (6)
2-SW40A         $   599,183.207            (5)
2-SW40B         $   599,183.207            (6)
2-SW41A         $   549,585.105            (5)
2-SW41B         $   549,585.105            (6)
2-SW42A         $   506,754.770            (5)
2-SW42B         $   506,754.770            (6)
2-SW43A         $   469,161.427            (5)
2-SW43B         $   469,161.427            (6)
2-SW44A         $   435,920.539            (5)
2-SW44B         $   435,920.539            (6)
2-SW45A         $   406,221.880            (5)
2-SW45B         $   406,221.880            (6)
2-SW46A         $   379,224.182            (5)
2-SW46B         $   379,224.182            (6)
2-SW47A         $   354,815.507            (5)
2-SW47B         $   354,815.507            (6)
2-SW48A         $   332,903.669            (5)
</TABLE>


                                        5

<PAGE>

<TABLE>
<CAPTION>
Class     Initial Principal Balance   Interest Rate
-----     -------------------------   -------------
<S>       <C>                         <C>
2-SW48B         $   332,903.669            (6)
2-SW49A         $ 7,156,063.342            (5)
2-SW49B         $ 7,156,063.342            (6)
SWR             (7)                        (7)
</TABLE>

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

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

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

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

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

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

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

THE LOWER TIER REMIC

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

<TABLE>
<CAPTION>
                                                        Class(es) of Corresponding
                                                     Certificates or Related Mortgage
Class    Initial Principal Balance   Interest Rate                 Group
-----    -------------------------   -------------   --------------------------------
<S>      <C>                         <C>             <C>
LTA-1A               (1)                   (8)                    A-1A, R
LTA-1B               (1)                   (8)                     A-1B
LTA-2A               (1)                   (8)                     A-2A
LTA-2B               (1)                   (8)                     A-2B
LTA-2C               (1)                   (8)                     A-2C
LTA-2D               (1)                   (8)                     A-2D
LTM-1                (1)                   (8)                      M-1
LTM-2                (1)                   (8)                      M-2
LTM-3                (1)                   (8)                      M-3
</TABLE>


                                        6

<PAGE>

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

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

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

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

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

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

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

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

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


                                        7
<PAGE>


     subjecting the rate on such SWAP REMIC Regular Interest to a cap equal to
     Swap LIBOR for such Distribution Date.

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

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

(11) The Class LT-IO Interest is an interest-only class that does not have a
     principal balance. For only those Distribution Dates listed in the first
     column of the table below, the Class LT1-IO shall be entitled to interest
     accrued on the SWAP REMIC Regular Interest listed in the second column
     below at a per annum rate equal to the excess, if any, of (i) the interest
     rate for such SWAP REMIC Regular Interest for such Distribution Date over
     (ii) Swap LIBOR for such Distribution Date.

<TABLE>
<CAPTION>
Distribution      SWAP REMIC
    Date       Regular Interest
------------   ----------------
<S>            <C>
      7          Class 1-SW1A
                 Class 2-SW1A
     7-8         Class 1-SW2A
                 Class 2-SW2A
     7-9         Class 1-SW3A
                 Class 2-SW3A
    7-10         Class 1-SW4A
                 Class 2-SW4A
    7-11         Class 1-SW5A
                 Class 2-SW5A
    7-12         Class 1-SW6A
                 Class 2-SW6A
    7-13         Class 1-SW7A
                 Class 2-SW7A
    7-14         Class 1-SW8A
                 Class 2-SW8A
    7-15         Class 1-SW9A
                 Class 2-SW9A
    7-16         Class 1-SW10A
                 Class 2-SW10A
    7-17         Class 1-SW11A
                 Class 2-SW11A
    7-18         Class 1-SW12A
                 Class 2-SW12A
    7-19         Class 1-SW13A
</TABLE>


                                        8

<PAGE>

<TABLE>
<CAPTION>
Distribution      SWAP REMIC
    Date       Regular Interest
------------   ----------------
<S>            <C>
                 Class 2-SW13A
    7-20         Class 1-SW14A
                 Class 2-SW14A
    7-21         Class 1-SW15A
                 Class 2-SW15A
    7-22         Class 1-SW16A
                 Class 2-SW16A
    7-23         Class 1-SW17A
                 Class 2-SW17A
    7-24         Class 1-SW18A
                 Class 2-SW18A
    7-25         Class 1-SW19A
                 Class 2-SW19A
    7-26         Class 1-SW20A
                 Class 2-SW20A
    7-27         Class 1-SW21A
                 Class 2-SW21A
    7-28         Class 1-SW22A
                 Class 2-SW22A
    7-29         Class 1-SW23A
                 Class 2-SW23A
    7-30         Class 1-SW24A
                 Class 2-SW24A
    7-31         Class 1-SW25A
                 Class 2-SW25A
    7-32         Class 1-SW26A
                 Class 2-SW26A
    7-33         Class 1-SW27A
                 Class 2-SW27A
    7-35         Class 1-SW28A
                 Class 2-SW28A
    7-36         Class 1-SW29A
                 Class 2-SW29A
    7-37         Class 1-SW30A
                 Class 2-SW30A
    7-38         Class 1-SW31A
                 Class 2-SW31A
    7-39         Class 1-SW32A
                 Class 2-SW32A
    7-40         Class 1-SW33A
                 Class 2-SW33A
    7-41         Class 1-SW34A
                 Class 2-SW34A
    7-42         Class 1-SW35A
                 Class 2-SW35A
    7-43         Class 1-SW36A
                 Class 2-SW36A
    7-44         Class 1-SW37A
                 Class 2-SW37A
    7-45         Class 1-SW38A
                 Class 2-SW38A
    7-46         Class 1-SW39A
                 Class 2-SW39A
    7-47         Class 1-SW40A
</TABLE>


                                        9

<PAGE>

<TABLE>
<CAPTION>
Distribution      SWAP REMIC
    Date       Regular Interest
------------   ----------------
<S>            <C>
                 Class 2-SW40A
    7-48         Class 1-SW41A
                 Class 2-SW41A
    7-49         Class 1-SW42A
                 Class 2-SW42A
    7-50         Class 1-SW43A
                 Class 2-SW43A
    7-51         Class 1-SW44A
                 Class 2-SW44A
    7-52         Class 1-SW45A
                 Class 2-SW45A
    7-53         Class 1-SW46A
                 Class 2-SW46A
    7-54         Class 1-SW47A
                 Class 2-SW47A
    7-55         Class 1-SW48A
                 Class 2-SW48A
    7-56         Class 1-SW49A
                 Class 2-SW49A
</TABLE>

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

UPPER TIER REMIC

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

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


                                       10
<PAGE>


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

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

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

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

THE CERTIFICATES

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

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

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

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

(3)  For federal income tax purposes, the Class C Certificate shall represent
     (i) the right to receive all distributions with respect to the REMIC
     Regular Interests represented by the Uncertificated Class C Interest and
     the


                                       11

<PAGE>

Class UT-IO Interest and (ii) certain rights and obligations with respect to
notional principal contracts as described in Section 2.07.

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

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

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

                                    ARTICLE I

                                   DEFINITIONS

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

     Accepted Servicing Practices: The Servicer's normal servicing practices,
which will conform to the mortgage servicing practices of prudent mortgage
lending institutions that service for their own account mortgage loans of the
same type as the Mortgages Loans in the jurisdictions in which the related
Mortgaged Properties (or Underlying Mortgaged Properties in the case of Co-op
Loans) are located.

     Accountant's Attestation: As defined in Section 3.18.

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

     Additional Disclosure Notification: the form of notification to be included
with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or
Form 8-K Disclosure Information, which is attached hereto as Exhibit Z-1.

     Additional Form 10-D Disclosure: Has the meaning set forth in Section 3.27.

     Additional Form 10-K Disclosure: Has the meaning set forth in Section 3.27.

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

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


                                       12

<PAGE>

     Advance: The aggregate of the advances required to be made by the Servicer
with respect to any Distribution Date pursuant to Section 4.01, the amount of
any such advances being equal to the sum of the aggregate amount of all payments
of principal and interest (net of the Servicing Fee) on the Mortgage Loans that
were due during the applicable Due Period and not received as of the close of
business on the related Determination Date (other than the principal portion of
any Balloon Amount), less the aggregate amount of any such Delinquent payments
that the Servicer has determined would constitute a Non-Recoverable Advance were
an advance to be made with respect thereto; provided, however, that with respect
to any Mortgage Loan that has been converted to an REO Property, the obligation
to make advances shall be limited to payments of interest.

     Advance Facility: A financing or other facility as described in Section
10.13.

     Advance Facility Notice: As defined in Section 10.13(b).

     Advance Financing Person: As defined in Section 10.13(a).

     Advance Reimbursement Amount: As defined in Section 10.13(b).

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

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

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

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

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


                                       13

<PAGE>

Mortgaged Property (or the related residential dwelling unit in the Underlying
Mortgaged Property in the case of a Co-op Loan) based upon the appraisal
obtained at the time of refinancing.

     Assessment of Compliance: As defined in Section 3.18.

     Assignment of Mortgage: An assignment of the Mortgage, notice of transfer
(or UCC-3 assignment (or equivalent instrument) with respect to each Co-op Loan)
or equivalent instrument, in recordable form (except in the case of a Co-op
Loan) (except for the name of the assignee if such Mortgage Loan is endorsed in
blank), sufficient under the laws of the jurisdiction where the related
Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan) is located to reflect of record the sale and assignment of the Mortgage
Loan to the Trustee, which assignment, notice of transfer or equivalent
instrument may, if permitted by law, be in the form of one or more blanket
assignments covering Mortgages secured by Mortgaged Properties located in the
same county.

     Auction: As defined in Section 9.1(b).

     Authenticating Agent: As defined in Section 5.10.

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

     Back-Up Certification: Has the meaning set forth in Section 3.27(k).

     Balloon Loan: A Mortgage Loan having an original term to stated maturity of
approximately 30 years, which provides for level monthly payments of principal
and interest based on a 40-year or 45-year amortization schedule, with a balloon
payment of the remaining outstanding principal balance due on such Mortgage Loan
at its stated maturity.

     Book-Entry Certificates: Any of the Certificates that shall be registered
in the name of the Depository or its nominee, the ownership of which is
reflected on the books of the Depository or on the books of a Person maintaining
an account with the Depository (directly, as a "Depository Participant," or
indirectly, as an indirect participant in accordance with the rules of the
Depository and as described in Section 5.06). As of the Closing Date, each of
the Class A (other than the Class R Certificate), Class M and Class B
Certificates constitutes a Class of Book-Entry Certificates.

     Bring Down Letter: Those certain letter agreements, dated as of July 27,
2006 between Ownit and the Sponsor, with respect to the Mortgage Loans.

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

     Cap Contract: Any of the Class A-1 Cap Contract, the Class A-2 Cap Contract
or the Subordinate Certificates Cap Contract.

     Cap Contract Account: The separate Eligible Account created and maintained
by the Trustee pursuant to Section 4.04(k)(i) in the name of the Trustee for the
benefit of the Trust Fund and designated "LaSalle Bank National Association, as
trustee, in trust for registered holders of Ownit Mortgage Loan Trust, Mortgage
Loan Asset-Backed Certificates, Series 2006-5." Funds in the Cap Contract
Account shall be held in trust for the Trust Fund for the uses and purposes set
forth in this Agreement.


                                       14

<PAGE>

     Cap Contract Counterparty: Bear Stearns Financial Products Inc.

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

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

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

     Certificate Account: The separate Eligible Account created and maintained
by the Trustee pursuant to Section 3.05(e) in the name of the Trustee for the
benefit of the Certificateholders and designated "LaSalle Bank National
Association, as trustee, in trust for registered holders of Ownit Mortgage Loan
Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-5." Funds in the
Certificate Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement.

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

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

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

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

     Certificate Principal Balance: As to any Certificate and as of any
Distribution Date, the Initial Certificate Principal Balance of such Certificate
less the sum of (1) all amounts distributed with respect to such Certificate in
reduction of the Certificate Principal Balance thereof on previous Distribution
Dates pursuant to Section 4.04, and (2) any Applied Realized Loss Amounts
allocated to such Certificate on previous Distribution Dates pursuant to Section
4.04(i). On each Distribution Date, after all distributions of principal on such
Distribution Date, a portion of the Class C Interest Carry Forward Amount in an
amount equal to the excess of the Overcollateralization Amount on such
Distribution Date over the Overcollateralization Amount as of the preceding
Distribution Date (or, in the case of the first Distribution Date, the initial
Overcollateralization Amount) will be added to the aggregate Certificate
Principal Balance of the Class C Certificates (on a pro rata basis).
Notwithstanding the foregoing on any Distribution Date relating to a Due Period
in which a Subsequent Recovery has been received by the Servicer or on any
Distribution Date on which amounts are to be distributed in respect of principal
from the Supplemental Interest Trust pursuant to Section 4.04(l)(v), the
Certificate Principal Balance of any Class of Certificates then outstanding for
which any Applied Realized Loss Amount has been allocated will be increased, in
order of seniority, by an amount equal to the lesser of (i) the Unpaid Realized
Loss Amount for such Class of Certificates and (ii) the total of any Subsequent
Recovery distributed on such date to the Certificateholders and amounts to be
distributed in respect of principal from the Supplemental Interest Trust
pursuant to Section 4.04(l)(v) on such Distribution Date (reduced by the amount
of the increase in the Certificate Principal Balance of any more senior Class of
Certificates pursuant to this sentence on such Distribution Date).


                                       15

<PAGE>

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

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

     Certification Parties: Has the meaning set forth in Section 3.27(k).

     Certifying Person: Has the meaning set forth in Section 3.27(k).

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

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

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

     Class A Principal Distribution Amount: With respect to any Distribution
Date (1) prior to the related Stepdown Date or on which a Stepdown Trigger Event
exists, 100% of the Principal Distribution Amount for such Distribution Date and
(2) on or after the Stepdown Date where a Stepdown Trigger Event does not exist,
the excess of (A) the Class A Certificate Principal Balance immediately prior to
such Distribution Date over (B) the lesser of (i) 57.80% of the aggregate Stated
Principal Balance of the Mortgage Loans as of such Distribution Date and (ii)
the excess of the aggregate Stated Principal Balance of the Mortgage Loans as of
such Distribution Date over the Minimum Required Overcollateralization Amount;
provided, however, that in no event will the Class A Principal Distribution
Amount with respect to any Distribution Date exceed the aggregate Certificate
Principal Balance of the Class A Certificates.

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


                                       16

<PAGE>

     Class A-1 Cap Contract: The confirmation and agreement between the Trustee
on behalf of the Issuing Entity and the Cap Contract Counterparty (in the form
of Exhibit N-1 hereto).

     Class A-1 Cap Contract Notional Balance: With respect to any Distribution
Date, the Class A-1 Cap Contract Notional Balance set forth for such
Distribution Date in the Class A-1 One-Month LIBOR Cap Table attached hereto as
Exhibit O-1.

     Class A-1 Cap Contract Termination Date: The Distribution Date in January
2007.

     Class A-1 Certificates: Any of the Class A-1A and Class A-1B Certificates.

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

     Class A-1 Trigger Event: The situation that exists if (a) with respect to
any Distribution Date, (i) a Stepdown Trigger Event exists or (ii) the aggregate
Certificate Principal Balance of the Subordinate Certificates has been reduced
to zero or (b) on any Distribution Date prior to the Distribution Date in August
2009, the quotient (expressed as a percentage) of (1) the aggregate Realized
Losses incurred from the Cut-off Date through the last day of the calendar month
preceding such Distribution Date and (2) the aggregate principal balance of the
Mortgage Loans as of the Cut-off Date exceeds 1.35%.

     Class A-1 Upper Collar: With respect to each Distribution Date with respect
to which payments are received on the Class A-1 Cap Contract, a rate equal to
the lesser of One-Month LIBOR and 10.350% per annum.

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

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

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

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


                                       17

<PAGE>

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

     Class A-1A Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.140% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.280% per annum.

     Class A-1A Pass-Through Rate: For the first Distribution Date, 5.53813% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class A-1A Margin, (2) the Class A-1 Available Funds Cap for such
Distribution Date and (3) the Class A-1 Maximum Rate Cap for such Distribution
Date.

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

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

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

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

     Class A-1B Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.190% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.380% per annum.

     Class A-1B Pass-Through Rate: For the first Distribution Date, 5.58813% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class A-1B Margin, (2) the Class A-1 Available Funds Cap for such
Distribution Date and (3) the Class A-1 Maximum Rate Cap for such Distribution
Date.

     Class A-2 Available Funds Cap: With respect to a Distribution Date, the per
annum rate equal to the product of (i) 12, (ii) the quotient of (x) the total
scheduled interest on the Group Two Mortgage Loans based on the Net Mortgage
Rates in effect on the related Due Date, less the pro rata portion (calculated
based on the ratio of the Group Two Mortgage Loans to the total pool of Mortgage
Loans) allocable to the Group Two Mortgage Loans of any Net Swap Payments and
Swap Termination Payments (other than Defaulted Swap Termination Payments) owed
to the Swap Counterparty for such Distribution Date, divided by (y) the
aggregate Stated Principal Balance of the Group Two Mortgage Loans as of the
first day of the related Accrual Period 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.


                                       18

<PAGE>

     Class A-2 Cap Contract: The confirmation and agreement between the Trustee
on behalf of the Issuing Entity and the Cap Contract Counterparty (in the form
of Exhibit N-2 hereto).

     Class A-2 Cap Contract Notional Balance: With respect to any Distribution
Date, the Class A-2 Cap Contract Notional Balance set forth for such
Distribution Date in the Class A-2 One-Month LIBOR Cap Table attached hereto as
Exhibit O-2.

     Class A-2 Cap Contract Termination Date: The Distribution Date in January
2007.

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

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

     Class A-2 Upper Collar: With respect to each Distribution Date with respect
to which payments are received on the Class A-2 Cap Contract, a rate equal to
the lesser of One-Month LIBOR and 10.550% per annum.

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

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

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

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


                                       19

<PAGE>

     Class A-2A Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.060% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.120% per annum.

     Class A-2A Pass-Through Rate: For the first Distribution Date, 5.45813% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class A-2A Margin, (2) the Class A-2 Available Funds Cap for such
Distribution Date and (3) the Class A-2 Maximum Rate Cap for such Distribution
Date.

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

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

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

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

     Class A-2B Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.110% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.220% per annum.

     Class A-2B Pass-Through Rate: For the first Distribution Date, 5.50813% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class A-2B Margin, (2) the Class A-2 Available Funds Cap for such
Distribution Date and (3) the Class A-2 Maximum Rate Cap for such Distribution
Date.

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

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

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


                                       20

<PAGE>

distributions on a Distribution Date will be deemed to have been made on the
first day of the Accrual Period in which such Distribution Date occurs.

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

     Class A-2C Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.150% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.300% per annum.

     Class A-2C Pass-Through Rate: For the first Distribution Date, 5.54813% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class A-2C Margin, (2) the Class A-2 Available Funds Cap for such
Distribution Date and (3) the Class A-2 Maximum Rate Cap for such Distribution
Date.

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

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

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

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

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

     Class A-2D Pass-Through Rate: For the first Distribution Date, 5.65813% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class A-2D Margin, (2) the Class A-2 Available Funds Cap for such
Distribution Date and (3) the Class A-2 Maximum Rate Cap for such Distribution
Date.

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


                                       21

<PAGE>

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

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

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

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

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

     Class B-1 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.970% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 1.455% per annum.

     Class B-1 Pass-Through Rate: For the first Distribution Date, 6.36813% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class B-1 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.

     Class B-1 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount
for such Distribution Date if the Class A Certificate Principal Balance and the
Class M Certificate Principal Balance, have been reduced to zero and a Stepdown
Trigger Event exists, or as long as a Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the Class A Certificate Principal Balance (after
taking into account distributions of the Class A Principal Distribution Amount
on such Distribution Date), (B) the Class M-1 Certificate Principal Balance
(after taking into account distributions of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the Class M-2 Certificate Principal
Balance (after taking into account distributions of the Class M-2 Principal
Distribution Amount on such Distribution Date), (D) the Class M-3 Certificate
Principal Balance (after taking into account distributions of the Class M-3
Principal Distribution Amount on such Distribution Date), (E) the Class M-4
Certificate Principal Balance (after taking into account distributions of the
Class M-4 Principal Distribution Amount on such Distribution Date, (F) the Class
M-5 Certificate Principal Balance (after taking into account distributions of
the Class M-5 Principal Distribution Amount on such Distribution Date, (G) the
Class M-6 Certificate Principal Balance (after taking into account distributions
of the Class M-6 Principal Distribution Amount on such Distribution Date and (H)
the Class B-1 Certificate Principal Balance immediately prior to such
Distribution Date over (2) the lesser of (A) 87.20% of the Stated Principal
Balance of the Mortgage Loans as of such Distribution Date and (B) the excess of
the Stated Principal Balance of the Mortgage Loans as of such Distribution Date
over the Minimum Required Overcollateralization Amount. Notwithstanding the


                                       22

<PAGE>

foregoing, (I) on any Distribution Date prior to the Stepdown Date on which the
Certificate Principal Balance of each Class of Class A Certificates and Class M
Certificates has been reduced to zero, the Class B-1 Principal Distribution
Amount will equal the lesser of (x) the outstanding Certificate Principal
Balance of the Class B-1 Certificates and (y) 100% of the Principal Distribution
Amount remaining after any distributions on such Class A and Class M
Certificates and (II) in no event will the Class B-1 Principal Distribution
Amount with respect to any Distribution Date exceed the Class B-1 Certificate
Principal Balance.

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

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

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

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

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

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

     Class B-2 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 1.120% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 1.680% per annum.

     Class B-2 Pass-Through Rate: For the first Distribution Date, 6.51813% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class B-2 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.

     Class B-2 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount
for such Distribution Date if the Class A Certificate Principal Balance, the
Class M Certificate Principal Balance and the Class B-1 Certificate Principal
Balance have been reduced to zero and a Stepdown Trigger Event exists, or as
long as a Stepdown Trigger Event does not exist, the excess of (1) the sum of
(A) the Class A Certificate Principal


                                       23

<PAGE>

Balance (after taking into account distributions of the Class A Principal
Distribution Amount on such Distribution Date), (B) the Class M-1 Certificate
Principal Balance (after taking into account distributions of the Class M-1
Principal Distribution Amount on such Distribution Date), (C) the Class M-2
Certificate Principal Balance (after taking into account distributions of the
Class M-2 Principal Distribution Amount on such Distribution Date), (D) the
Class M-3 Certificate Principal Balance (after taking into account distributions
of the Class M-3 Principal Distribution Amount on such Distribution Date), (E)
the Class M-4 Certificate Principal Balance (after taking into account
distributions of the Class M-4 Principal Distribution Amount on such
Distribution Date), (F) the Class M-5 Certificate Principal Balance (after
taking into account distributions of the Class M-5 Principal Distribution Amount
on such Distribution Date), (G) the Class M-6 Certificate Principal Balance
(after taking into account distributions of the Class M-6 Principal Distribution
Amount on such Distribution Date), (H) the Class B-1 Certificate Principal
Balance (after taking into account distributions of the Class B-1 Principal
Distribution Amount on such Distribution Date) and (I) the Class B-2 Certificate
Principal Balance immediately prior to such Distribution Date over (2) the
lesser of (A) 89.70% of the Stated Principal Balance of the Mortgage Loans as of
such Distribution Date and (B) the excess of the Stated Principal Balance of the
Mortgage Loans as of such Distribution Date over the Minimum Required
Overcollateralization Amount. Notwithstanding the foregoing, (I) on any
Distribution Date prior to the Stepdown Date on which the Certificate Principal
Balance of each Class of Class A, Class M and Class B-1 Certificates has been
reduced to zero, the Class B-2 Principal Distribution Amount will equal the
lesser of (x) the outstanding Certificate Principal Balance of the Class B-2
Certificates and (y) 100% of the Principal Distribution Amount remaining after
any distributions on such Class A, Class M and Class B-1 Certificates and (II)
in no event will the Class B-2 Principal Distribution Amount with respect to any
Distribution Date exceed the Class B-2 Certificate Principal Balance.

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

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

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

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

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

     Class B-3 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-3 Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
B-3 Certificates with respect to interest on such prior Distribution Dates and


                                       24

<PAGE>

(2) interest on such excess (to the extent permitted by applicable law) at the
Class B-3 Pass-Through Rate for the related Accrual Period.

     Class B-3 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 1.700% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 2.550% per annum.

     Class B-3 Pass-Through Rate: For the first Distribution Date, 7.09813% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class B-3 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.

     Class B-3 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount
for such Distribution Date if the Class A Certificate Principal Balance, the
Class M Certificate Principal Balance, the Class B-1 Certificate Principal
Balance and the Class B-2 Certificate Principal Balance have been reduced to
zero and a Stepdown Trigger Event exists, or as long as a Stepdown Trigger Event
does not exist, the excess of (1) the sum of (A) the Class A Certificate
Principal Balance (after taking into account distributions of the Class A
Principal Distribution Amount on such Distribution Date), (B) the Class M-1
Certificate Principal Balance (after taking into account distributions of the
Class M-1 Principal Distribution Amount on such Distribution Date), (C) the
Class M-2 Certificate Principal Balance (after taking into account distributions
of the Class M-2 Principal Distribution Amount on such Distribution Date), (D)
the Class M-3 Certificate Principal Balance (after taking into account
distributions of the Class M-3 Principal Distribution Amount on such
Distribution Date), (E) the Class M-4 Certificate Principal Balance (after
taking into account distributions of the Class M-4 Principal Distribution Amount
on such Distribution Date), (F) the Class M-5 Certificate Principal Balance
(after taking into account distributions of the Class M-5 Principal Distribution
Amount on such Distribution Date), (G) the Class M-6 Certificate Principal
Balance (after taking into account distributions of the Class M-6 Principal
Distribution Amount on such Distribution Date), (H) the Class B-1 Certificate
Principal Balance (after taking into account distributions of the Class B-1
Principal Distribution Amount on such Distribution Date), (I) the Class B-2
Certificate Principal Balance (after taking into account distributions of the
Class B-2 Principal Distribution Amount on such Distribution Date) and (J) the
Class B-3 Certificate Principal Balance immediately prior to such Distribution
Date over (2) the lesser of (A) 91.80% of the Stated Principal Balance of the
Mortgage Loans as of such Distribution Date and (B) the excess of the Stated
Principal Balance of the Mortgage Loans as of such Distribution Date over the
Minimum Required Overcollateralization Amount. Notwithstanding the foregoing,
(I) on any Distribution Date prior to the Stepdown Date on which the Certificate
Principal Balance of each Class of Class A, Class M, Class B-1 and Class B-2
Certificates has been reduced to zero, the Class B-3 Principal Distribution
Amount will equal the lesser of (x) the outstanding Certificate Principal
Balance of the Class B-3 Certificates and (y) 100% of the Principal Distribution
Amount remaining after any distributions on such Class A, Class M, Class B-1 and
Class B-2 Certificates and (II) in no event will the Class B-3 Principal
Distribution Amount with respect to any Distribution Date exceed the Class B-3
Certificate Principal Balance.

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


                                       25

<PAGE>

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

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

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

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

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

     Class C Interest Carry Forward Amount: As of any Distribution Date, the
excess of (A) the Class C Current Interest with respect to prior Distribution
Dates over (B) the amount actually distributed to the Class C Certificates with
respect to interest on such prior Distribution Dates or added to the aggregate
Certificate Principal Balance of the Class C Certificates.

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

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

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

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


                                       26
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


                                       27

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

     Class M-1 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-1 Pass-Through Rate on
the Class M-1 Certificate Principal Balance as of


                                       28

<PAGE>

such Distribution Date plus the portion of any previous distributions on such
Class in respect of Current Interest or Class M-1 Interest Carry Forward Amount
that is recovered as a voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated on such Distribution Date to the
Class M-1 Certificates.

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

     Class M-1 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.290% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.435% per annum.

     Class M-1 Pass-Through Rate: For the first Distribution Date, 5.68813% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class M-1 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.

     Class M-1 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount
for such Distribution Date if the Class A Certificate Principal Balance has been
reduced to zero and a Stepdown Trigger Event exists, or as long as a Stepdown
Trigger Event does not exist, the excess of (1) the sum of (A) the Class A
Certificate Principal Balance (after taking into account distributions of the
Class A Principal Distribution Amount on such Distribution Date) and (B) the
Class M-1 Certificate Principal Balance immediately prior to such Distribution
Date over (2) the lesser of (A) 64.80% of the Stated Principal Balances of the
Mortgage Loans as of such Distribution Date and (B) the excess of the Stated
Principal Balances for the Mortgage Loans as of such Distribution Date over the
Minimum Required Overcollateralization Amount. Notwithstanding the foregoing,
(I) on any Distribution Date prior to the Stepdown Date on which the Certificate
Principal Balance of each Class of Class A Certificates has been reduced to
zero, the Class M-1 Principal Distribution Amount will equal the lesser of (x)
the outstanding Certificate Principal Balance of the Class M-1 Certificates and
(y) 100% of the Principal Distribution Amount remaining after any distributions
on such Class A Certificates and (II) in no event will the Class M-1 Principal
Distribution Amount with respect to any Distribution Date exceed the Class M-1
Certificate Principal Balance.

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

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

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

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


                                       29

<PAGE>

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

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

     Class M-2 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.300% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.450 % per annum.

     Class M-2 Pass-Through Rate: For the first Distribution Date, 5.69813% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class M-2 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.

     Class M-2 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount
for such Distribution Date if the Class A Certificate Principal Balance and the
Class M-1 Certificate Principal Balance have been reduced to zero and a Stepdown
Trigger Event exists, or as long as a Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the Class A Certificate Principal Balance (after
taking into account distributions of the Class A Principal Distribution Amount
on such Distribution Date), (B) the Class M-1 Certificate Principal Balance
(after taking into account distributions of the Class M-1 Principal Distribution
Amount on such Distribution Date) and (C) the Class M-2 Certificate Principal
Balance immediately prior to such Distribution Date over (2) the lesser of (A)
71.10% of the Stated Principal Balances of the Mortgage Loans as of such
Distribution Date and (B) the excess of the Stated Principal Balances of the
Mortgage Loans as of the end of such Distribution Date over the Minimum Required
Overcollateralization Amount. Notwithstanding the foregoing, (I) on any
Distribution Date prior to the Stepdown Date on which the Certificate Principal
Balance of each Class of Class A Certificates and the Class M-1 Certificates has
been reduced to zero, the Class M-2 Principal Distribution Amount will equal the
lesser of (x) the outstanding Certificate Principal Balance of the Class M-2
Certificates and (y) 100% of the Principal Distribution Amount remaining after
any distributions on such Class A and Class M-1 Certificates and (II) in no
event will the Class M-2 Principal Distribution Amount with respect to any
Distribution Date exceed the Class M-2 Certificate Principal Balance.

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

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


                                       30

<PAGE>

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

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

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

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

     Class M-3 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.330% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.495% per annum.

     Class M-3 Pass-Through Rate: For the first Distribution Date, 5.72813% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class M-3 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.

     Class M-3 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount
for such Distribution Date if the Class A Certificate Principal Balance, Class
M-1 Certificate Principal Balance and Class M-2 Certificate Principal Balance
have been reduced to zero and a Stepdown Trigger Event exists, or as long as a
Stepdown Trigger Event does not exist, the excess of (1) the sum of (A) the
Class A Certificate Principal Balance (after taking into account distributions
of the Class A Principal Distribution Amount on such Distribution Date), (B) the
Class M-1 Certificate Principal Balance (after taking into account distributions
of the Class M-1 Principal Distribution Amount on such Distribution Date), (C)
the Class M-2 Certificate Principal Balance (after taking into account
distributions of the Class M-2 Principal Distribution Amount on such
Distribution Date) and (D) the Class M-3 Certificate Principal Balance
immediately prior to such Distribution Date over (2) the lesser of (A) 74.80% of
the Stated Principal Balances of the Mortgage Loans as of such Distribution Date
and (B) the excess of the Stated Principal Balances for the Mortgage Loans as of
such Distribution Date over the Minimum Required Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any Distribution Date prior to the
Stepdown Date on which the Certificate Principal Balance of each Class of Class
A Certificates, the Class M-1 Certificates and the Class M-2 Certificates has
been reduced to zero, the Class M-3 Principal Distribution Amount will equal the
lesser of (x) the outstanding Certificate Principal Balance of the Class M-3
Certificates and (y) 100% of the Principal Distribution Amount remaining after
any distributions on such Class A, Class M-1 and Class M-2 Certificates and (II)
in no event will the Class M-3 Principal Distribution Amount with respect to any
Distribution Date exceed the Class M-3 Certificate Principal Balance.

     Class M-3 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-3 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the


                                       31

<PAGE>

Class M-3 Unpaid Realized Loss Amounts on all previous Distribution Dates and
(y) all increases in the Certificate Principal Balance of such Class M-3
Certificates pursuant to the last sentence of the definition of "Certificate
Principal Balance."

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

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

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

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

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

     Class M-4 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.390% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.585% per annum.

     Class M-4 Pass-Through Rate: For the first Distribution Date, 5.78813% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class M-4 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.

     Class M-4 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount
for such Distribution Date if the Class A Certificate Principal Balance, Class
M-1 Certificate Principal Balance, Class M-2 Certificate Principal Balance and
Class M-3 Certificate Principal Balance have been reduced to zero and a Stepdown
Trigger Event exists, or as long as a Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the Class A Certificate Principal Balance (after
taking into account distributions of the Class A Principal Distribution Amount
on such Distribution Date), (B) the Class M-1 Certificate Principal Balance
(after taking into account distributions of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the Class M-2 Certificate Principal
Balance (after taking into account distributions of the Class M-2 Principal
Distribution Amount on such Distribution Date), (C) the Class M-3 Certificate
Principal Balance (after taking into account distributions of the Class M-3
Principal Distribution Amount on such Distribution Date) and (D) the Class M-4
Certificate Principal Balance immediately prior to such Distribution Date over
(2) the lesser of (A) 78.20% of the Stated Principal Balances of the Mortgage
Loans as of such Distribution Date and (B) the excess of the Stated Principal
Balances for the Mortgage Loans as of such Distribution Date over the Minimum
Required Overcollateralization Amount.


                                       32

<PAGE>

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

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

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

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

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

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

     Class M-5 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-5 Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
M-5 Certificates with respect to interest on such prior Distribution Dates and
(2) interest on such excess (to the extent permitted by applicable law) at the
Class M-5 Pass-Through Rate for the related Accrual Period.

     Class M-5 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.420% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.630% per annum.

     Class M-5 Pass-Through Rate: For the first Distribution Date, 5.81813% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class M-5 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.

     Class M-5 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount
for such Distribution Date if the Class A Certificate Principal Balance, Class
M-1 Certificate Principal Balance, Class M-2 Certificate Principal Balance,
Class M-3 Certificate Principal Balance and Class M-4 Certificate Principal
Balance have been


                                       33

<PAGE>

reduced to zero and a Stepdown Trigger Event exists, or as long as a Stepdown
Trigger Event does not exist, the excess of (1) the sum of (A) the Class A
Certificate Principal Balance (after taking into account distributions of the
Class A Principal Distribution Amount on such Distribution Date), (B) the Class
M-1 Certificate Principal Balance (after taking into account distributions of
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the
Class M-2 Certificate Principal Balance (after taking into account distributions
of the Class M-2 Principal Distribution Amount on such Distribution Date), (D)
the Class M-3 Certificate Principal Balance (after taking into account
distributions of the Class M-3 Principal Distribution Amount on such
Distribution Date), (E) the Class M-4 Certificate Principal Balance (after
taking into account distributions of the Class M-4 Principal Distribution Amount
on such Distribution Date) and (F) the Class M-5 Certificate Principal Balance
immediately prior to such Distribution Date over (2) the lesser of (A) 81.40% of
the Stated Principal Balances of the Mortgage Loans as of such Distribution Date
and (B) the excess of the Stated Principal Balances for the Mortgage Loans as of
such Distribution Date over the Minimum Required Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any Distribution Date prior to the
Stepdown Date on which the Certificate Principal Balance of each Class of Class
A Certificates, the Class M-1 Certificates, the Class M-2 Certificates, the
Class M-3 Certificates an the Class M-4 Certificates has been reduced to zero,
the Class M-5 Principal Distribution Amount will equal the lesser of (x) the
outstanding Certificate Principal Balance of the Class M-5 Certificates and (y)
100% of the Principal Distribution Amount remaining after any distributions on
such Class A, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates and
(II) in no event will the Class M-5 Principal Distribution Amount with respect
to any Distribution Date exceed the Class M-5 Certificate Principal Balance.

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

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

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

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

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

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


                                       34

<PAGE>

     Class M-6 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.490% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.735% per annum.

     Class M-6 Pass-Through Rate: For the first Distribution Date, 5.88813% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class M-6 Margin, (2) the Weighted Average Available Funds Cap for such
Distribution Date and (3) the Weighted Average Maximum Rate Cap for such
Distribution Date.

     Class M-6 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount
for such Distribution Date if the Class A Certificate Principal Balance, Class
M-1 Certificate Principal Balance, Class M-2 Certificate Principal Balance,
Class M-3 Certificate Principal Balance, Class M-4 Certificate Principal Balance
and Class M-5 Certificate Principal Balance have been reduced to zero and a
Stepdown Trigger Event exists, or as long as a Stepdown Trigger Event does not
exist, the excess of (1) the sum of (A) the Class A Certificate Principal
Balance (after taking into account distributions of the Class A Principal
Distribution Amount on such Distribution Date), (B) the Class M-1 Certificate
Principal Balance (after taking into account distributions of the Class M-1
Principal Distribution Amount on such Distribution Date), (C) the Class M-2
Certificate Principal Balance (after taking into account distributions of the
Class M-2 Principal Distribution Amount on such Distribution Date), (D) the
Class M-3 Certificate Principal Balance (after taking into account distributions
of the Class M-3 Principal Distribution Amount on such Distribution Date), (E)
the Class M-4 Certificate Principal Balance (after taking into account
distributions of the Class M-4 Principal Distribution Amount on such
Distribution Date), (F) the Class M-5 Certificate Principal Balance (after
taking into account distributions of the Class M-5 Principal Distribution Amount
on such Distribution Date), and (G) the Class M-6 Certificate Principal Balance
immediately prior to such Distribution Date over (2) the lesser of (A) 84.30% of
the Stated Principal Balances of the Mortgage Loans as of such Distribution Date
and (B) the excess of the Stated Principal Balances for the Mortgage Loans as of
such Distribution Date over the Minimum Required Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any Distribution Date prior to the
Stepdown Date on which the Certificate Principal Balance of each Class of Class
A Certificates, the Class M-1 Certificates, the Class M-2 Certificates, the
Class M-3 Certificates, the Class M-4 Certificates and the Class M-5
Certificates has been reduced to zero, the Class M-6 Principal Distribution
Amount will equal the lesser of (x) the outstanding Certificate Principal
Balance of the Class M-6 Certificates and (y) 100% of the Principal Distribution
Amount remaining after any distributions on such Class A, Class M-1, Class M-2,
Class M-3, Class M-4 and Class M-5 Certificates and (II) in no event will the
Class M-6 Principal Distribution Amount with respect to any Distribution Date
exceed the Class M-6 Certificate Principal Balance.

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

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

     Class R Certificate: The Class R Certificate executed by the Trustee and
authenticated by the Trustee in substantially the form set forth in Exhibit A.


                                       35

<PAGE>

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

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

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

     Class R Margin: As of any Distribution Date up to and including the Initial
Optional Termination Date for the Certificates, 0.140% per annum and, as of any
Distribution Date after the Initial Optional Termination Date, 0.280% per annum.

     Class R Pass-Through Rate: For the first Distribution Date, 5.53813% per
annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR
plus the Class R Margin, (2) the Class A-1 Available Funds Cap for such
Distribution Date and (3) the Class A-1 Maximum Rate Cap for such Distribution
Date.

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

     Closing Date: July 27, 2006.

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

     Collection Account: The separate Eligible Account created and initially
maintained by the Servicer pursuant to Section 3.05(d) in the name of the
Trustee for the benefit of the Certificateholders and designated "Litton Loan
Servicing LP, as servicer for the holders of Ownit Mortgage Loan Trust, Mortgage
Loan Asset-Backed Certificates, Series 2006-5." Funds in the Collection Account
shall be held in trust for the Certificateholders for the uses and purposes set
forth in this Agreement.

     Compensating Interest: With respect to any Mortgage Loan and any
Distribution Date, an amount equal to the portion of any Prepayment Interest
Shortfalls required to be deposited in the Collection Account by the Servicer
pursuant to Section 4.02 hereof, provided that such amount shall not exceed
one-half of the product of (x) one-twelfth of the Servicing Fee Rate and (y) the
aggregate Stated Principal Balance of the Mortgage Loans.

     Condemnation Proceeds: All awards or settlements in respect of a Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op Loan),
whether permanent or temporary, partial or entire, by exercise of the power of
eminent domain or condemnation, to the extent not required to be released either
to a Mortgagor in accordance with the terms of the related mortgage loan
documents or to the holder of a senior lien on the Mortgaged Property (or
Underlying Mortgaged Property, in the case of a Co-op Loan).


                                       36

<PAGE>

     Co-op Lease: With respect to a Co-op Loan, the lease with respect to a
dwelling unit occupied by the Mortgagor and relating to the stock allocated to
the related dwelling unit.

     Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a
dwelling unit in a residential cooperative housing corporation and a collateral
assignment of the related Co-op Lease.

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

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

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

     Custodian: LaSalle Bank National Association, on behalf of the Trustee.

     Cut-off Date: July 1, 2006.

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

     Defaulted Swap Termination Payment: Any payment required to be made by the
Supplemental Interest Trust to the Swap Counterparty pursuant to the Swap
Agreement as a result of an event of default under the Swap Agreement with
respect to which the Swap Counterparty is the defaulting party or a termination
event (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).

     Definitive Certificates: As defined in Section 5.06.

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


                                       37

<PAGE>

     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.
Similarly for "60 days delinquent," "90 days delinquent" and so on.

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

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

     Depository: The initial Depository shall be The Depository Trust Company
("DTC"), the nominee of which is Cede & Co., or any other organization
registered as a "clearing agency" pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository shall initially be the
registered Holder of the Book-Entry Certificates. The Depository shall at all
times be a "clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York.

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

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

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

     Determination Date: With respect to any Distribution Date, the 16th day of
the month of such Distribution Date or, if such 16th day is not a Business Day,
the next succeeding Business Day.

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

     Distribution Date: The 25th day of each calendar month, or if such 25th day
is not a Business Day, the next succeeding Business Day, commencing in August
2006.

     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) at least
one of the following events has not occurred (except to the extent otherwise
approved by the Rating Agencies): within the time period specified in the Swap
Agreement with respect to such downgrade, (i) the Swap Counterparty has
transferred the Swap Agreement, in whole, but not in part, to a substitute swap
counterparty that satisfies the requirements set forth in the


                                       38

<PAGE>

Swap Agreement, subject to the satisfaction of the Rating Agency Condition, (ii)
the Swap Counterparty has collateralized its exposure to the Trust Fund pursuant
to an ISDA Credit Support Annex, subject to the satisfaction of the Rating
Agency Condition; provided that such ISDA Credit Support Annex shall be made a
credit support document for the Swap Counterparty pursuant to an amendment to
the Swap Agreement, (iii) the Swap Counterparty has obtained the guaranty of a
party that satisfies the requirements set forth in the Swap Agreement or (iv)
the Swap Counterparty has taken any other action that satisfies the Rating
Agency Condition.

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

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

     Eligible Account: An account that is (i) 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 (ii) 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 bank or banking corporation which has a rating of at
least A-1 by S&P or F1 by Fitch, or (iii) an account or accounts the deposits in
which are fully insured by the FDIC, or (iv) an account or accounts, acceptable
to each Rating Agency without reduction or withdrawal of the rating of any Class
of Certificates, as evidenced in writing, by a depository institution in which
such accounts are insured by the FDIC (to the limit established by the FDIC),
the uninsured deposits in which accounts are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to and acceptable to the Trustee
and each Rating Agency, the Certificateholders have a claim with respect to the
funds in such account and a perfected first security interest against any
collateral (which shall be limited to Permitted Investments) securing such funds
that is superior to claims of any other 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 or Prime-1 by Moody's
at the time any deposits are held on deposit therein, or (vii) otherwise
acceptable to each Rating Agency, as evidenced by a letter from each Rating
Agency to the Trustee.

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

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

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


                                       39

<PAGE>

     Event of Default: As defined in Section 7.01 hereof.

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

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

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

     Extra Principal Distribution Amount: With respect to any Distribution Date,
(1) prior to the Stepdown Date, the excess of (A) the sum of (i) the Aggregate
Certificate Principal Balance immediately preceding such Distribution Date
reduced by the Principal Funds with respect to such Distribution Date and (ii)
$19,327,376 over (B) the aggregate Stated Principal Balance of the Mortgage
Loans as of such Distribution Date and (2) on and after the Stepdown Date, the
excess, if any, of (A) the sum of (x) the Aggregate Certificate Principal
Balance immediately preceding such Distribution Date, reduced by the Principal
Funds with respect to such Distribution Date and (y) the greater of (a) 8.20% of
the aggregate Stated Principal Balance of the Mortgage Loans and (b) the Minimum
Required Overcollateralization Amount less (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of such Distribution Date; provided, however,
that if on any Distribution Date a Stepdown Trigger Event is in effect, the
Extra Principal Distribution Amount will not be reduced to the applicable
percentage of the then-current aggregate Stated Principal Balance of the
Mortgage Loans (and will remain fixed at the applicable percentage of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date
immediately prior to the Stepdown Trigger Event) until the next Distribution
Date on which the Stepdown Trigger Event is not in effect.

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

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

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

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

     Floating Rate Certificate Carryover: With respect to a Distribution Date,
in the event that the Pass-Through Rate for a class of Class A, Class M or Class
B Certificates is based upon the related Available Funds Cap or the related
Maximum Rate Cap, the sum of (A) the excess of (1) the amount of interest that
such Class would have been entitled to receive on such Distribution Date had the
Pass-Through Rate for that Class not been calculated based on the related
Available Funds Cap or the related Maximum Rate Cap, up to but not exceeding the
greater of (a) the related Maximum Rate Cap or (b) the sum of (i) the related
Available Funds Cap and (ii) the product of (AA) a fraction, the numerator of
which is 360 and the denominator of which is the actual number of days in the
related Accrual Period and (BB) the sum of (x) the quotient of (I) an amount
equal to the proceeds, if any, payable under the related Cap


                                       40
<PAGE>

Contract with respect to such Distribution Date and (II) the aggregate
Certificate Principal Balance of each of the Classes of Certificates to which
such Cap Contract relates for such Distribution Date and (y) the quotient of (I)
an amount equal to any Net Swap Payments owed by the Swap Counterparty for such
Distribution Date and (II) the aggregate Stated Principal Balance of the
Mortgage Loans as of the immediately preceding Distribution Date over (2) the
amount of interest such class was entitled to receive on such Distribution Date
based on the related Available Funds Cap, (B) the unpaid portion of any such
excess from prior Distribution Dates (and interest accrued thereon at the then
applicable Pass-Through Rate for such class, without giving effect to the
related Available Funds Cap or the related Maximum Rate Cap) and (C) any amount
previously distributed with respect to Floating Rate Certificate Carryover for
such class that is recovered as a voidable preference by a trustee in
bankruptcy.

     Form 8-K Disclosure Information: Has the meaning set forth in Section 3.27.

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

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

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

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

     Group One Mortgage Loan: Any Mortgage Loan at any time identified in the
Group One Mortgage Loan Schedule attached hereto as Exhibit B-2.

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

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

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

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


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<PAGE>

     Group Two Mortgage Loan: Any Mortgage Loan at any time identified in the
Group Two Mortgage Loan Schedule attached hereto as Exhibit B-3.

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

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

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

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

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

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

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

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

     Insurance Policy: With respect to any Mortgage Loan or the related
Mortgaged Property (or the related Underlying Mortgaged Property, in the case of
a Co-op Loan) included in the Trust Fund, any insurance policy, including all
riders and endorsements thereto in effect with respect to such Mortgage Loan or
Mortgaged Property (or related Underlying Mortgage Property, in the case of a
Co-op Loan), including any replacement policy or policies for any insurance
policies.

     Insurance Proceeds: Proceeds paid in respect of a Mortgage Loan or the
related Mortgaged Property (or the related Underlying Mortgaged Property, in the
case of a Co-op Loan) pursuant to any Insurance Policy or any other insurance
policy covering such Mortgage Loan or Mortgaged Property (or Underlying
Mortgaged Property, in the case of a Co-op Loan), to the extent such proceeds
are payable to the mortgagee under the Mortgage, the Servicer or the trustee
under the deed of trust and are not applied to the restoration of the related
Mortgaged Property (or the related Underlying Mortgaged Property, in the case of
a Co-op Loan) or released either to the Mortgagor or to the holder of a senior
lien on the related


                                       42

<PAGE>

Mortgaged Property (or the related Underlying Mortgaged Property in the case of
a Co-op Loan) in accordance with the procedures that the Servicer would follow
in servicing mortgage loans held for its own account, in each case other than
any amount included in such Insurance Proceeds in respect of Insured Expenses.

     Insured Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to a Mortgage Loan or the related Mortgaged
Property (or the related Underlying Mortgaged Property, in the case of a Co-op
Loan).

     Interest Carry Forward Amount: Any of the Class A-1A Interest Carry Forward
Amount, the Class A-1B Interest Carry Forward Amount, the Class A-2A Interest
Carry Forward Amount, the Class A-2B Interest Carry Forward Amount, the Class
A-2C Interest Carry Forward Amount, the Class A-2D Interest Carry Forward
Amount, the Class R Interest Carry Forward Amount, the Class M-1 Interest Carry
Forward Amount, the Class M-2 Interest Carry Forward Amount, the Class M-3
Interest Carry Forward Amount, the Class M-4 Interest Carry Forward Amount, the
Class M-5 Interest Carry Forward Amount, the Class M-6 Interest Carry Forward
Amount, the Class B-1 Interest Carry Forward Amount, the Class B-2 Interest
Carry Forward Amount, the Class B-3 Interest Carry Forward Amount or the Class C
Interest Carry Forward Amount, as the case may be.

     Interest Determination Date: With respect to the LIBOR Certificates, (i)
for any Accrual Period other than the first Accrual Period, the second LIBOR
Business Day preceding the commencement of such Accrual Period and (ii) for the
first Accrual Period, July 25, 2006.

     Interest Funds: With respect to any Distribution Date, the sum, without
duplication, of (1) all scheduled interest due during the related Due Period and
received before the related Servicer Remittance Date or advanced on or before
the related Servicer Remittance Date less the Servicing Fee and the Trustee Fee,
(2) all Advances relating to interest with respect to the Mortgage Loans and
such Distribution Date, (3) all Compensating Interest with respect to the
Mortgage Loans and such Distribution Date, (4) Liquidation Proceeds with respect
to the Mortgage Loans (to the extent such Liquidation Proceeds relate to
interest) collected during the related Prepayment Period, (5) all proceeds of
any purchase pursuant to Section 2.02 or 2.03 during the related Prepayment
Period or pursuant to Section 9.01 not later than the related Determination Date
(to the extent that such proceeds relate to interest) less the Servicing Fee and
the Trustee Fee and (6) all Prepayment Charges received with respect to the
Mortgage Loans during the related Prepayment Period less (A) all Non-Recoverable
Advances relating to interest and (B) other amounts reimbursable to the Servicer
and the Trustee pursuant to this Agreement.

     Issuing Entity: Ownit Mortgage Loan Trust, Series 2006-5.

     LaSalle: LaSalle Bank National Association.

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

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

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

     Liquidated Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan that either (a) pursuant to Section 3.12 has been realized upon or
liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee's sale
or other realization as provided by applicable law governing the real


                                       43

<PAGE>

property subject to the related Mortgage and any security agreements and as to
which the Servicer has certified (in accordance with Section 3.12) in the
related Prepayment Period that it has received all amounts it expects to receive
in connection with such liquidation or (b) as to which is not a first lien
Mortgage Loan and is delinquent 180 days or longer, the Servicer has certified
in a certificate of an officer of the Servicer delivered to the Depositor and
the Trustee that it does not believe that there is a reasonable likelihood that
any further net proceeds will be received or recovered with respect to such
Mortgage Loan.

     Liquidation Proceeds: Amounts, including Condemnation Proceeds, Insurance
Proceeds, received in connection with the partial or complete liquidation of a
Mortgage Loan, whether through trustee's sale, foreclosure sale, sale by the
Servicer pursuant to this Agreement or otherwise or amounts received in
connection with any condemnation or partial release of a Mortgaged Property and
any other proceeds received in connection with the final sale of a related REO
Property, less the sum of related unreimbursed Advances, Servicing Fees,
Servicing Advances and any other expenses related to such Mortgage Loan.

     Loan-to-Value Ratio: With respect to any Mortgage Loan, the fraction,
expressed as a percentage, the numerator of which is the original principal
balance of the related Mortgage Loan and the denominator of which is the lesser
of (X) the Appraised Value of the related Mortgaged Property (or applicable
dwelling unit, in the case of a Co-op Loan) and (Y) the sales price of the
related Mortgaged Property (or applicable dwelling unit, in the case of a Co-op
Loan) at the time of origination.

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

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

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

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

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

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

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


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<PAGE>

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

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

     MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

     MERS Loan: Any Mortgage Loan registered with MERS on the MERS System.

     MERS System: The system of recording transfers of mortgage electronically
maintained by MERS.

     MIN: The loan number for any MERS Loan.

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

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

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

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

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

     Mortgage: With respect to a Mortgage Loan that is not a Co-op Loan, the
mortgage, deed of trust or other instrument with all riders attached thereto
creating a first or second lien or a first or second priority ownership interest
in an estate in fee simple in real property securing a Mortgage Note. With
respect to a Co-op Loan, the security agreement with all riders attached thereto
creating a security interest in the stock allocated to a dwelling unit in a
residential cooperative housing corporation and pledged to secure such Co-op
Loan and the related Co-op Lease.

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

     Mortgage Group: Either of Group One or Group Two.

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


                                       45

<PAGE>

     Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Trustee to reflect the deletion of Deleted Mortgage Loans and the
addition of Replacement Mortgage Loans pursuant to the provisions of this
Agreement transferred to the Trustee as part of the Trust Fund and from time to
time subject to this Agreement, attached hereto as Exhibits B-1, B-2 and B-3,
setting forth the following information with respect to each Mortgage Loan:

          (i) the loan number;

          (ii) borrower name and address;

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

          (iv) the Initial Mortgage Rate;

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

          (vi) the original principal balance;

          (vii) the Cut-off Date Principal Balance;

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

          (ix) the Loan-to-Value Ratio at origination with respect to a 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;

               (H)  the lifetime rate cap;

          (xiii) location of the related Mortgaged Property (or Underlying
     Mortgaged Property, in the case of a Co-op Loan);

          (xiv) a code indicating whether a Prepayment Charge is applicable and,
     if so, the term of such Prepayment Charge;


                                       46

<PAGE>

          (xv) the Credit Score and date obtained; and

          (xvi) the MIN.

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

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

     Mortgaged Property: The underlying property securing a Mortgage Loan.

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

     Mortgagor: The obligor on a Mortgage Note.

     Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per annum
rate equal to the then current Mortgage Rate less (1) the Servicing Fee Rate and
(2) the Trustee Fee Rate.

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

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

     Net WAC: With respect to any Distribution Date and for any Mortgage Group,
the weighted average Net Mortgage Rate for the Mortgage Loans in such Mortgage
Group calculated based on the respective Net Mortgage Rates and the Stated
Principal Balances of such Mortgage Loans as of the preceding Distribution Date
(or, in the case of the first Distribution Date, as of the Cut-off Date).

     NIM Notes: The notes to be issued pursuant to the Indenture.

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

     NIMs Insurer Default: As defined in Section 10.12.

     Non-Recoverable Advance: Any portion of an Advance previously made or
proposed to be made by the Servicer that, in the good faith judgment of the
Servicer, will not or, in the case of a current delinquency, would not, be
ultimately recoverable by the Servicer from the related Mortgagor, related
Liquidation Proceeds or otherwise with respect to the related Mortgage Loan.

     Non-Recoverable Servicing Advance: Any portion of a Servicing Advance
previously made or proposed to be made by the Servicer that, in the good faith
judgment of the Servicer, will not or, in the


                                       47

<PAGE>

case of a current Servicing Advance, would not, be ultimately recoverable by the
Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise
with respect to the related Mortgage Loan.

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

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

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

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

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

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

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

     Optional Termination Amount: The amount received by the Trustee in
connection with any purchase of all of the Mortgage Loans and REO Properties
pursuant to Section 9.01(b).

     Optional Termination Price: On any date after the Initial Optional
Termination Date an amount equal to the sum of (i) the then aggregate
outstanding Stated Principal Balance of the Mortgage Loans (or, if such Mortgage
Loan is an REO Property, the fair market value of such REO Property) plus
accrued


                                       48

<PAGE>

interest thereon at the applicable Mortgage Rate through the Due Date in the
month in which the Optional Termination Price is to be distributed to the
Certificateholders; (ii) any unreimbursed out-of-pocket costs and expenses owed
to the Trustee (including any amounts incurred by the Trustee in connection with
conducting the Auction) or the Servicer, any unpaid or unreimbursed Servicing
Fees, Trustee Fees and all unreimbursed Advances and Servicing Advances, in each
case incurred by such party in the performance of its obligations; (iii) any
unreimbursed costs, penalties and/or damages incurred by the Trust Fund in
connection with any violation relating to any of the Mortgage Loans of any
predatory or abusive lending law; and (iv) any unpaid Net Swap Payments and any
Swap Termination Payment owed to the Swap Counterparty; such Swap Termination
Payment shall include any payment to the Swap Counterparty resulting from the
Optional Termination of the Trust.

     OTS: The Office of Thrift Supervision.

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

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

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

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

     Ownit: Ownit Mortgage Solutions Inc., a California corporation, or its
successor in interest.

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

     Percentage Interest: With respect to:

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

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

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


                                       49

<PAGE>

     Permitted Activities: The primary activities of the Trust Fund created
pursuant to this Agreement, which shall be:

          (i) holding Mortgage Loans transferred from the Depositor and other
     assets of the Trust Fund, including the Cap Contracts and the Supplemental
     Interest Trust subtrust, which in turn holds the Swap Agreement, and any
     credit enhancement and passive derivative financial instruments that
     pertain to beneficial interests issued or sold to parties other than the
     Depositor, its Affiliates, or its agents;

          (ii) issuing Certificates and other interests in the assets of the
     Trust Fund;

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

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

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

          (i) obligations of the United States or any agency thereof, provided
     such obligations are 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 Trustee or any of its
     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 Trustee or any
     of its Affiliates) issued by any depository institution or trust company
     incorporated under the laws of the United States or of any state thereof
     and subject to supervision and examination by federal and/or state banking
     authorities, provided that the commercial paper and/or long term unsecured
     debt obligations of such depository institution or trust company are then
     rated one of the two highest long-term and the highest short-term ratings
     of each such Rating Agency for such securities;

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

          (vi) guaranteed reinvestment agreements issued by any bank, insurance
     company or other corporation rated in the two highest long-term or the
     highest short-term ratings of each Rating Agency containing, at the time of
     the issuance of such agreements, such terms and conditions as will not
     result in the downgrading or withdrawal of the rating then assigned to the
     Certificates by any such Rating Agency as evidenced by a letter from each
     Rating Agency;


                                       50

<PAGE>

          (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 Trustee 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 the Trustee or its respective 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 Trustee 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
Trust Fund 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. The Trustee may trade with itself or an
affiliate when purchasing or selling Permitted Investments.

     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 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


                                       51

<PAGE>

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 Trustee with a duly
completed Internal Revenue Service Form W-8ECI or applicable successor form. The
terms "United States," "State" and "International Organization" shall have the
meanings set forth in Section 7701 of the Code. A corporation will not be
treated as an instrumentality of the United States or of any State thereof for
these purposes if all of its activities are subject to tax and, with the
exception of the Federal Home Loan Mortgage Corporation, a majority of its board
of directors is not selected by such government unit.

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

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

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

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

     Prepayment Charges: Any prepayment fees, premiums or charges to be paid by
the Mortgagor on a Mortgage Loan pursuant to the terms of the related Mortgage
Note or Mortgage, as applicable, as identified on the Mortgage Loan Schedule.

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

     Prepayment Interest Shortfall: With respect to any Distribution Date, for
each Mortgage Loan that was the subject of a Principal Prepayment in full (other
than a Principal Prepayment in full resulting from the purchase of a Mortgage
Loan pursuant to Section 2.02, 2.03 or 9.01 hereof), the amount, if any, by
which (i) one month's interest at the applicable Net Mortgage Rate on the Stated
Principal Balance of such Mortgage Loan as of the preceding Distribution Date or
in the case of a partial Principal Prepayment, on the amount of such prepayment,
exceeds (ii) the amount of interest paid or collected in connection with such
Principal Prepayment.

     Prepayment Period: As to any Distribution Date, the period commencing on
the 16th day of the calendar month preceding the calendar month in which such
Distribution Date occurs, and ending on the 15th day of the calendar month in
which such Distribution Date occurs.

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


                                       52

<PAGE>

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

     Principal Prepayment: Any Mortgagor payment or other recovery of (or
proceeds with respect to) principal on a Mortgage Loan (including Mortgage Loans
purchased or repurchased under Sections 2.02, 2.03, 3.12 and 9.01 hereof) that
is received or recovered in advance of its scheduled Due Date and is not
accompanied by an amount as to interest representing scheduled interest due on
any date or dates in any month or months subsequent to the month of prepayment.
Partial Principal Prepayments shall be applied by the Servicer in accordance
with the terms of the related Mortgage Note.

     Prospectus Supplement: The Prospectus Supplement dated July 25, 2006
relating to the public offering of the Class A, Class M and Class B
Certificates.

     PUD: A Planned Unit Development.

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

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

     Rating Agency Condition: As defined in the Swap Agreement.

     Realized Loss: With respect to (1) a Liquidated Loan, the amount, if any,
by which the Stated Principal Balance and accrued interest thereon at the Net
Mortgage Rate exceeds the amount actually recovered by the Servicer with respect
thereto (net of reimbursement of Advances and Servicing


                                       53

<PAGE>

Advances) at the time such Mortgage Loan became a Liquidated Loan or (2) a
Mortgage Loan which is not a Liquidated Loan, any amount of principal that the
Mortgagor is no longer legally required to pay (except for the extinguishment of
debt that results from the exercise of remedies due to default by the
Mortgagor).

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

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

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

     Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. Sections 229.1100-229.1123, as such may be amended from time to time,
and subject to such clarification and interpretation as have been provided by
the 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 Certificates: For each interest in the Upper Tier REMIC, the Class
of Certificates listed on the same row in the table entitled "Upper Tier REMIC"
in the Preliminary Statement.

     Relevant Servicing Criteria: The Servicing Criteria applicable to the
various parties, as set forth on Exhibit T-2 attached hereto. For clarification
purposes, multiple parties can have responsibility for the same Relevant
Servicing Criteria. With respect to a Subcontractor engaged by the Trustee or
the Servicer, the term "Relevant Servicing Criteria" may refer to one or more
discrete functions specified in the Relevant Servicing Criteria applicable to
the Servicer or the Trustee.

     Relief Act: The Servicemembers Civil Relief Act or any similar state or
local law.

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

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

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

     REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at sections 860A through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions, and proposed,
temporary and final regulations and published rulings,


                                       54

<PAGE>

notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time as well as provisions of applicable state laws.

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

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

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

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

     Replacement Mortgage Loan: 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 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.

     Reportable Event: Has the meaning set forth in Section 3.27.

     Request for Release: The Request for Release of Documents submitted by the
Servicer to the Trustee or the Custodian, substantially in the form of Exhibit I
hereto.

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

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


                                       55
<PAGE>

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

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

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

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

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

     Sale Agreement: The Mortgage Loan Sale and Assignment Agreement dated as of
July 1, 2006 between the Depositor and the Sponsor.

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

     Sarbanes-Oxley Certification: Has the meaning set forth in Section 3.27(k).

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

     Section 302 Requirements: Any rules or regulations promulgated pursuant to
the Sarbanes-Oxley Act of 2002 (as such may be amended from time to time).

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

     Servicer: Litton Loan Servicing LP, a Delaware limited partnership, or its
successor in interest.

     Servicer Advance Date: As to any Distribution Date, the related Servicer
Remittance Date.

     Servicer Remittance Date: With respect to any Distribution Date, the 20th
day (or if the 20th day is not a Business Day, the next succeeding Business Day)
of the month in which such Distribution Date occurs.

     Servicer Trigger Event: As defined in Section 7.02 hereof.


                                       56

<PAGE>

     Servicer's Assignee: As defined in Section 10.14(a).

     Servicing Advances: All customary, reasonable and necessary "out of pocket"
costs and expenses incurred in the performance of the Servicer's servicing
obligations hereunder, including, but not limited to, the cost of (1) the
preservation, inspection, restoration and protection of a Mortgaged Property (or
Underlying Mortgaged Property, in the case of a Co-op Loan), 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 or Assignments of Mortgage to
the extent not otherwise recovered from the related Mortgages or payable under
this Agreement, (5) correcting errors of prior servicers; costs and expenses
charged to the Servicer by the Trustee; tax tracking; title research; flood
certifications; 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 this Agreement and
(7) compliance with the obligations under Sections 3.01 and 3.10; provided that
such amounts are required to be advanced only to the extent such advances
constitute "unanticipated expenses" within the meaning of Treasury Regulation
Section 1.860G-1(b)(3)(ii).

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

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

     Servicing Fee Rate: 0.50% for each Mortgage Loan.

     Servicing Officer: Any officer of the Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans whose name appears
on a list of servicing officers furnished to the Trustee by the Servicer on the
Closing Date pursuant to this Agreement, as such list may from time to time be
amended.

     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 (other than rights with respect to Advances and
Servicing Advances herein), including JPMorgan Chase Bank, N.A., as the
representative of certain lenders.

     Servicing Transfer Costs: In the event that the Servicer does not reimburse
the Trustee 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 manipulation, completion or correction of such servicing data as
may be required by the Trustee or any successor servicer to correct any errors
or insufficiencies in the servicing data or otherwise to enable the Trustee or
successor servicer to service the Mortgage Loans properly and effectively.

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


                                       57

<PAGE>

     Significance Estimate: With respect to any Distribution Date, and in
accordance with Item 1115 of Regulation AB, shall be an amount determined based
on the reasonable good-faith estimate by the Depositor or its affiliate of the
aggregate maximum probable exposure of the outstanding Certificates to the Swap
Agreement.

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

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

     Startup Day: As defined in Section 2.07 hereof.

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

     Stepdown Date: The earlier of: (A) the first Distribution Date on which the
aggregate Certificate Principal Balance of the Class A Certificates has been
reduced to zero; and (B) the later to occur of (1) the Distribution Date in
August 2009 or (2) the first Distribution Date on which the Class A Certificate
Principal Balance (reduced by the Principal Funds with respect to such
Distribution Date) is less than or equal to 57.80% of the aggregate Stated
Principal Balances of the Mortgage Loans as of such Distribution Date.

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

<TABLE>
<CAPTION>
          DISTRIBUTION DATE OCCURRING IN   STEPDOWN REQUIRED LOSS PERCENTAGE
          ------------------------------   ---------------------------------
          <S>                              <C>
          August 2008 - July 2009          1.35% with respect to August 2008, plus an
                                           additional 1/12th of 1.65% for each month
                                           thereafter
          August 2009 - July 2010          3.00% with respect to August 2009, plus an
                                           additional 1/12th of 1.25% for each month
                                           thereafter
          August 2010 - July 2011          4.25% with respect to August 2010, plus an
                                           additional 1/12th of 0.75% for each month
                                           thereafter
          August 2011 - July 2012          5.00% with respect to August 2011, plus an
                                           additional 1/12th of 0.50% for each month
                                           thereafter
          August 2012 and thereafter       5.50%
</TABLE>


                                       58

<PAGE>

     Stepdown Trigger Event: With respect to the Certificates on or after the
Stepdown Date, a Distribution Date on which (1) the quotient of (A) the
aggregate Stated Principal Balance of all Mortgage Loans that are 60 or more
days Delinquent measured on a rolling three month basis (including, for the
purposes of this calculation, Mortgage Loans in foreclosure and REO Properties
and Mortgage Loans with respect to which the applicable Mortgagor is in
bankruptcy) and (B) the Stated Principal Balance of the Mortgage Loans as of the
preceding Servicer Remittance Date, equals or exceeds the product of (i) 37.90%
and (ii) the Required Percentage or (2) the quotient (expressed as a percentage)
of (A) the aggregate Realized Losses incurred from the Cut-off Date through the
last day of the calendar month preceding such Distribution Date and (B) the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date exceeds
the Stepdown Required Loss Percentage.

     Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing (as "servicing" is commonly understood by
participants in the mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of Regulation
AB with respect to Mortgage Loans under the direction or authority of the
Servicer or a Subservicer.

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

     Subordinate Certificates Cap Contract: The confirmation and agreement
between the Trust Fund or the Trustee and the Cap Contract Counterparty (in the
form of Exhibit N-3 hereto).

     Subordinate Certificates Cap Contract Notional Balance: With respect to any
Distribution Date, the Subordinate Certificates Cap Contract Notional Balance
set forth for such Distribution Date in the Subordinate Certificates One-Month
LIBOR Cap Table attached hereto as Exhibit O-3.

     Subordinate Certificates Cap Contract Termination Date: The Distribution
Date in January 2007.

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

     Subordinate Certificates Upper Collar: With respect to each Distribution
Date with respect to which payments are received on the Subordinate Certificate
Cap Contract, a rate equal to the lesser of One-Month LIBOR and 8.9400% per
annum.

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

     Subservicer: Any Person that services Mortgage Loans on behalf of the
Servicer or any Subservicer and is responsible for the performance (whether
directly or through Subservicers or Subcontractors) of the material servicing
functions required to be performed by the Servicer under this Agreement, with
respect to some or all of the Mortgage Loans, that are identified in Item
1122(d) of Regulation AB and meets any of the criteria of Item 1108(a)(2)(i),
(ii) or (iii).

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


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<PAGE>

     Substitution Adjustment Amount: The meaning ascribed to such term pursuant
to Section 2.03(c).

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

     Swap Account: The separate Eligible Account created and maintained by the
Trustee pursuant to Section 4.04(l) in the name of the Trustee for the
benefit of the Trust Fund and designated "LaSalle Bank National Association, as
trustee, in trust for registered holders of Ownit Mortgage Loan Trust, Mortgage
Loan Asset-Backed Certificates, Series 2006-5." Funds in the Swap Account shall
be held in trust for the Trust Fund for the uses and purposes set forth in this
Agreement.

     Swap Agreement: The confirmation, and the master agreement incorporated
therein, dated as of July 27, 2006, between the Swap Counterparty and the
trustee of the Supplemental Interest Trust for the benefit of the Issuing Entity
or any other cap agreement or swap agreement (including any related schedules)
held by the Supplemental Interest Trust pursuant to Section 4.04(l) hereof.

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

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

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

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

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

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

     Swap Termination Payment: Any payment payable by the Supplemental Interest
Trust or the Swap Counterparty upon termination of the Swap Agreement as a
result of termination of the Swap Agreement.

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

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


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     Transfer Agreement: The Master Mortgage Loan Purchase and Interim Servicing
Agreement dated as of April 1, 2005, between Merrill Lynch Mortgage Capital
Inc., as purchaser and Ownit, as seller and interim servicer, as amended, and as
supplemented by the Bring Down Letter.

     Transferor: Ownit.

     Transferor Affirmation Notice: A notice from Fitch to the Depositor or the
Sponsor that the ratings of the Certificates will not be negatively impacted by
the removal of the Sponsor's obligation to honor the Transferor's
representations and warranties, a copy of which notice shall be provided by
either the Sponsor or the Depositor to the Trustee.

     Trust Fund: The corpus of the trust (the "Ownit Mortgage Loan Trust, Series
2006-5") created hereunder consisting of (i) the Mortgage Loans and all interest
and principal received on or with respect thereto on and after the Cut-off Date
to the extent not applied in computing the Cut-off Date Principal Balance
thereof, exclusive of interest not required to be deposited in the Collection
Account; (ii) the Collection Account, the Certificate Account and all amounts
deposited therein pursuant to the applicable provisions of this Agreement; (iii)
property that secured a Mortgage Loan and has been acquired by foreclosure, deed
in lieu of foreclosure or otherwise; (iv) the mortgagee's rights under the
Insurance Policies with respect to the Mortgage Loans; (v) all proceeds of the
conversion, voluntary or involuntary, of any of the foregoing into cash or other
liquid property; (vi) the Cap Contracts and Cap Contract Account and (vii) the
Supplemental Interest Trust, which in turn holds the Swap Agreement.

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

     Trustee Fee: A fee paid monthly to the Trustee from interest collected with
respect to each Mortgage Loan equal to the product of (a) one-twelfth of the
Trustee Fee Rate and (b) the Stated Principal Balance of such Mortgage Loan. The
Trustee is also entitled to a portion of investment income earned on amounts on
deposit in the Certificate Account as set forth in Section 3.05(g) hereof.

     Trustee Fee Rate: 0.01% for each Mortgage Loan.

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

     Underlying Mortgaged Property: With respect to each Co-op Loan, the
underlying real property owned by the related residential cooperative housing
corporation.

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

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

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


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<PAGE>

     Upper Tier REMIC Net WAC Cap: In the case of the Class UTA-1A Interest, the
Class UTA-1B Interest and the Residual Interest, a per annum rate equal to the
weighted average of the interest rate of the Class LTII1B Interest for such
Distribution Date. In the case of the Class UTA-2A, Class UTA-2B, Class UTA-2C
and Class UTA-2D Interests, a per annum rate equal to the weighted average of
the interest rate for the Class LTII2B Interest for such Distribution Date. In
the case of the Class UTM-1, Class UTM-2, Class UTM-3, Class UTM-4, Class UTM-5,
Class UTM-6, Class UTB-1, Class UTB-2 and Class UTB-3 Interests, a per annum
rate equal to the weighted average (adjusted, in the case of the Class UTB-1,
Class UTB-2 and Class UTB-3 Interests, to reflect accruals on the basis of a 360
day year consisting of twelve 30 day months) of the interest rates of Class
LTII1B and Class LTII2B Interests for such Distribution weighted, respectively,
on the basis of the uncertificated principal balances of the Class LTII1A and
the Class LTII2A Interests.

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

     Weighted Average Available Funds Cap: With respect to a Distribution Date,
the per annum rate equal to the weighted average of the Class A-1 Available
Funds Cap and the Class A-2 Available Funds Cap (weighted in proportion to the
results of subtracting from the aggregate stated principal balance of each
mortgage group, the current certificate principal balance of the class A-1 and
class R certificates, in the case of group one, or the class A-2 certificates,
in the case of group two).

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

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

     SECTION 2.01. Conveyance of Mortgage Loans.

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

     It is agreed and understood by the Depositor, the Servicer and the Trustee
that it is not intended that any Mortgage Loan be included in the Trust that is,
without limitation, a "High-Cost Home Loan" as defined by the Home Ownership and
Equity Protection Act of 1994 or any other applicable anti-predatory lending
laws, including but not limited to (i) a "High-Cost Home Loan" as defined in the
New Jersey


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<PAGE>

Home Ownership Act effective November 27, 2003; (ii) a "High-Cost Home Loan" as
defined in the New Mexico Home Loan Protection Act effective January 1, 2004; or
(iii) a "High-Cost Home Loan" as defined in the Massachusetts Predatory Home
Loan Practices Act effective November 7, 2004; (iv) a "High-Cost Home Loan" as
defined by the Indiana High Cost Home Loan Law effective January 1, 2005 or (v)
a "High-Cost Home Loan" as defined by the Illinois High-Risk Home Loan Act
effective January 1, 2004.

     (i) In connection with such assignment, the Depositor does hereby deliver
to, and deposit with, the Trustee or the Custodian, the following documents or
instruments with respect to each Mortgage Loan so assigned that is not a Co-op
Loan:

          (A) The original Mortgage Note endorsed in blank or, "Pay to the order
     of LaSalle Bank National Association, as trustee, without recourse"
     together with all riders thereto. The Mortgage Note shall include all
     intervening endorsements showing a complete chain of the title from the
     originator to [____________________] or "Pay to the order of LaSalle Bank
     National Association, as trustee, without recourse";

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

          (C) In the case of each Mortgage Loan that is not a MERS Loan, the
     original Assignment of each Mortgage endorsed either in blank or, to
     "LaSalle Bank National Association, as trustee;"

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

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

          (F) Originals of all assumption and modification agreements, if any.

     (ii) In connection with such assignment, the Depositor does hereby deliver
to, and deposit with, the Trustee or the Custodian the following documents or
instruments with respect to each Mortgage Loan so assigned that is a Co-op Loan:

          (A) (i) The original Mortgage Note (or a lost note affidavit
     (including a copy of the original Mortgage Note)) or (ii) original
     consolidation, extension and modification agreement (or a lost note
     affidavit (including a copy of the original consolidation, extension and
     modification


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<PAGE>

     agreement)), in either case endorsed either in blank or, "Pay to the order
     of LaSalle Bank National Association, as trustee, without recourse;"

          (B) The original Mortgage entered into by the Mortgagor with respect
     to such Co-Op Loan;

          (C) The original Assignment of Mortgage endorsed either in blank or to
     "LaSalle Bank National Association, as trustee;"

          (D) Original assignments of Mortgage showing a complete chain of
     assignment from the originator of the related Co-Op Loan to the last
     endorsee on the Mortgage Note;

          (E) Original Form UCC-1 (or copy thereof) and any continuation
     statements with evidence of filing thereon entered into by the Mortgagor
     with respect to such Co-Op Loan (or a recorded copy thereof);

          (F) Form UCC-3 (or copy thereof) by the Transferor or its agent
     assigning the security interest covered by such Form UCC-1 to "LaSalle Bank
     National Association, as trustee," together with all Forms UCC-3 (or copies
     thereof) showing a complete chain of assignment from the originator of the
     related Co-op Loan to the Transferor, with evidence of recording thereon;

          (G) Original stock certificate representing the stock allocated to the
     related dwelling unit in the related residential cooperative housing
     corporation and pledged by the related Mortgagor to the originator of such
     Co-op Loan with a stock power in blank attached;

          (H) Original proprietary lease;

          (I) Original assignment of proprietary lease or a copy thereof, to the
     Trustee or in blank, and all intervening assignments thereof;

          (J) Original recognition agreement or a copy thereof of the interests
     of the mortgagee with respect to the Co-op Loan by the residential
     cooperative housing corporation, the stock of which was pledged by the
     related Mortgagor to the originator of such Co-op Loan; and

          (K) Originals of any assumption, consolidation or modification
     agreements relating to any of the items specified in (A) through (F) above
     with respect to such Co-op Loan.

     If in connection with any Mortgage Loan that is not a Co-op Loan, the
Depositor cannot deliver the Mortgage, Assignments of Mortgage or assumption,
consolidation or modification, as the case may be, with evidence of recording
thereon, if applicable, concurrently with the execution and delivery of this
Agreement solely because of a delay caused by the public recording office where
such Mortgage, Assignments of Mortgage or assumption, consolidation or
modification, as the case may be, has been delivered for recordation, the
Depositor shall deliver or cause to be delivered to the Trustee or the Custodian
written notice stating that such Mortgage or assumption, consolidation or
modification, as the case may be, has been delivered to the appropriate public
recording office for recordation. Thereafter, the Depositor shall deliver or
cause to be delivered to the Trustee or the Custodian such Mortgage, Assignments
of Mortgage or assumption, consolidation or modification, as the case may be,
with evidence of recording indicated thereon, if applicable, upon receipt
thereof from the public recording office. To the extent any required endorsement
is not contained on a Mortgage Note or an Assignment of Mortgage, the Depositor
shall make or cause such endorsement to be made.


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<PAGE>

     With respect to any Mortgage Loan that is not a Co-op Loan, none of the
Depositor, the Servicer or the Trustee shall be obligated to cause to be
recorded the Assignment of Mortgage referred to in this Section 2.01. With
respect to any Co-op Loan, none of the Depositor, the Servicer or the Trustee
shall be obligated to cause to be filed the Form UCC-3 referred to in this
Section 2.01. In the event that any Assignment of Mortgage referred to in this
Section 2.01 is not recorded or is improperly recorded, the Servicer and the
Trustee shall have no liability for any failure to receive or act on notices
related to such Assignment of Mortgage.

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

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

     In addition to the conveyance made in the first paragraph of this Section
2.01, the Depositor does hereby convey, assign and set over to the Trustee for
the benefit of the Certificateholders its rights and interests under the Sale
Agreement, including the Depositor's right, title and interest in the
representations and warranties contained in the Sale Agreement, the rights in
the Transfer Agreement described therein and the benefit of the repurchase
obligations and the obligation of the Sponsor contained in the Sale Agreement to
take, at the request of the Depositor or the Trustee, all action on its part
which is reasonably necessary to ensure the enforceability of a Mortgage Loan.
The Trustee hereby accepts such assignment, and shall be entitled to exercise
all rights of the Depositor under the Sale Agreement as if, for such purpose, it
were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit
and conveyance does not and is not intended to result in creation or assumption
by the Trustee of any


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<PAGE>

obligation of the Depositor, the Sponsor, or any other Person in connection with
the Mortgage Loans or any other agreement or instrument relating thereto except
as specifically set forth herein.

     SECTION 2.02. Acceptance by the Trustee of the Mortgage Loans.

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

     The Trustee acknowledges receipt of the three Cap Contracts (forms of which
are attached hereto as Exhibits N-1, N-2 and N-3), the Transfer Agreement, the
Bring Down Letter and the Sale Agreement.

     The Trustee acknowledges receipt of the Swap Agreement (a form of which is
attached hereto as Exhibit S) that will be held in the Supplemental Interest
Trust and is hereby instructed to enter into the Swap Agreement, not in its
individual capacity, but solely as Trustee for the Supplemental Interest Trust.

     The Trustee agrees, for the benefit of Certificateholders and the NIMs
Insurer, to review or cause its Custodian to review each Mortgage File delivered
to it within 60 days after the Closing Date to ascertain and to certify, within
70 days of the Closing Date, to the NIMs Insurer, the Depositor and the Servicer
that all documents required by Section 2.01 (provided that with respect to the
items listed in Sections 2.01(i)(F) and 2.01(ii)(E)-(K), to the extent
identified on the Mortgage Loan Schedule) have been executed and received, and
that such documents relate to the Mortgage Loans identified in Exhibit B that
have been conveyed to it. It is herein acknowledged that, in conducting such
review, the Trustee shall not be under any duty or obligation to inspect, review
or examine any such documents, instruments, certificates or other papers to
determine that they are genuine, enforceable or appropriate for the represented
purpose, that they have actually been recorded or that they are other than what
they purport to be on their face. If the Trustee or the Custodian finds any
document or documents constituting a part of a Mortgage File to be missing or
defective (that is, mutilated, damaged, defaced or unexecuted) in any material
respect, the Trustee or the Custodian shall promptly (and in any event within no
more than five Business Days) after such finding so notify the NIMs Insurer, the
Servicer, the Sponsor and the Depositor. In addition, the Trustee or the
Custodian shall also notify the NIMs Insurer, the Servicer, the Sponsor and the
Depositor if the original Mortgage with evidence of recording thereon with
respect to a Mortgage Loan is not received within 70 days of the Closing Date;
if it has not been received because of a delay caused by the public recording
office where such Mortgage has been delivered for recordation, the Depositor
shall deliver or cause to be delivered to the Trustee written notice stating
that such Mortgage has been delivered to the appropriate public recording office
for recordation and thereafter the Depositor shall deliver or cause to be
delivered such Mortgage with evidence of recording thereon upon receipt thereof
from the public recording office. The Trustee shall request that the Sponsor
correct or cure such omission, defect or other irregularity, or substitute a
Mortgage Loan pursuant to the provisions of Section 2.03, within 90 days from
the date the Sponsor was notified of such omission or defect and, if the Sponsor
does not correct or cure such omission or defect within such period, that the
Sponsor purchase such Mortgage Loan from the Trust Fund within 90 days from the
date the Trustee notified the Sponsor of such omission, defect or other
irregularity at the Purchase Price of such Mortgage Loan.


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<PAGE>

     The Purchase Price for any Mortgage Loan purchased pursuant to this Section
2.02 shall be paid to the Servicer and deposited by the Servicer in the
Certificate Account or Collection Account, as appropriate, promptly upon
receipt, and, upon receipt by the Trustee of written notification of such
deposit signed by a Servicing Officer, the Trustee, upon receipt of a Request
for Release, shall promptly release to the Sponsor the related Mortgage File and
the Trustee shall execute and deliver such instruments of transfer or
assignment, without recourse, as shall be requested by the Sponsor and necessary
to vest in the Sponsor or its designee, as the case may be, any Mortgage Loan
released pursuant hereto, and the Trustee shall have no further responsibility
with regard to such Mortgage Loan. It is understood and agreed that the
obligation of the Sponsor to purchase, cure or substitute any Mortgage Loan as
to which a material defect in or omission of a constituent document exists shall
constitute the sole remedy respecting such defect or omission available to the
Trustee on behalf of Certificateholders and the NIMs Insurer. The preceding
sentence shall not, however, limit any remedies available to the
Certificateholders, the NIMs Insurer, the Depositor or the Trustee pursuant to
the Sale Agreement, the Transfer Agreement and the Bring Down Letter.

     The Trustee shall be under no duty or obligation to inspect, review and
examine such documents, instruments, certificates or other papers to determine
that they are genuine, enforceable, recordable, duly authorized, sufficient,
legal, valid or appropriate to the represented purpose, or that they have
actually been recorded, or that they are other than what they purport to be on
their face. The Servicer and the Trustee shall keep confidential the name of
each Mortgagor except as required by this Agreement and the Servicer and the
Trustee shall not solicit any such Mortgagor for the purpose of refinancing the
related Mortgage Loan; notwithstanding anything herein to the contrary, the
foregoing shall not be construed to prohibit (i) disclosure of any and all
information that is or becomes publicly known, or information obtained by the
Trustee or the Servicer from sources other than the other parties hereto, (ii)
disclosure of any and all information (A) if required by any applicable law,
rule or regulation, (B) to any government agency or regulatory body having or
claiming authority to regulate or oversee any aspects of the Trustee's business
or that of its affiliates, (C) pursuant to any subpoena, civil investigation
demand or similar demand or request of any court, regulatory authority,
arbitrator or arbitration to which Trustee or any affiliate or an officer,
director, employer or shareholder thereof is a party or (D) to any affiliate,
independent or internal auditor, agent, employee or attorney of the Trustee or
the Servicer having a need to know the same, provided that the Trustee or the
Servicer, as applicable, advises such recipient of the confidential nature of
the information being disclosed, or (iii) any other disclosure authorized by the
Depositor. It is understood and agreed that all rights and benefits relating to
the solicitation of any Mortgagors and the attendant rights, title and interest
in and to the list of Mortgagors and data relating to the Mortgages shall be
retained by the Servicer.

     Within 70 days of the Closing Date, the Trustee or the Custodian shall
deliver to the NIMs Insurer, the Depositor and the Servicer, the Trustee's
Certification, substantially in the form of Exhibit D attached hereto,
evidencing the completeness of the Mortgage Files, with any exceptions noted
thereto.

     SECTION 2.03. Representations, Warranties and Covenants of the Depositor.

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

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


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<PAGE>

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

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

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

          (v) No consent, approval, authorization or order of any court or
     governmental agency or body is required for the execution, delivery and
     performance by the Depositor of, or compliance by the Depositor with, this
     Agreement and the Sale Agreement or the consummation of the transactions
     contemplated hereby, or if any such consent, approval, authorization or
     order is required, the Depositor has obtained the same. The Depositor
     hereby represents and warrants to the Trustee with respect to each Mortgage
     Loan as of the Closing Date and following the transfer of the Mortgage
     Loans to it by the Sponsor, the Depositor had good title to the Mortgage
     Loans and the Mortgage Notes were subject to no offsets, claims, liens,
     mortgage, pledge, charge, security interest, defenses or counterclaims.

          (b) The representations and warranties of the Transferor with respect
to the Mortgage Loans contained in the Transfer Agreement were made as of the
date of the Transfer Agreement and brought forward to the Closing Date pursuant
to the Bring Down Letter. The representations and warranties of the Transferor
with respect to the Mortgage Loans contained in the Bring Down Letter were made
as of the Closing Date. The representations and warranties of the Sponsor with
respect to the Mortgage Loans contained in the Sale Agreement were made as of
the Closing Date.


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<PAGE>
     To the extent that any fact, condition or event with respect to a Mortgage
Loan constitutes a breach of a representation or warranty of the Transferor
under the Transfer Agreement (whether or not such fact, condition or event would
also constitute a breach of a representation or warranty of the Sponsor under
the Sale Agreement), the only rights or remedies of the Trustee, the NIMs
Insurer or of any Certificateholder shall be first, the Trustee's right to
enforce the obligations of the Transferor under such applicable representation
or warranty made by it and, second, only if the Transferor is unable or
unwilling to fulfill its obligations to cure or repurchase such Mortgage Loan,
the Trustee shall exercise its right to enforce any rights it may have against
the Sponsor under the Sale Agreement with respect to such representation or
warranty; provided, that in the event the Trustee shall have received a copy of
any Transferor Affirmation Notice, the Trustee shall only be entitled to enforce
any rights it has against the Transferor under the Transfer Agreement and shall
not have any rights against the Sponsor under the Sale Agreement with respect to
such representation or warranty. To the extent that any fact, condition or event
with respect to a Mortgage Loan constitutes a breach of a representation or
warranty made by the Sponsor in the Sale Agreement that does not also constitute
a breach of a representation or warranty of the Transferor under the Transfer
Agreement, the Trustee shall use reasonable efforts to enforce any rights it may
have against the Sponsor under the Sale Agreement. In furtherance of the above,
the Sponsor expressly acknowledges that prior to the issuance of a Transferor
Affirmation Notice, it shall be obligated and liable to the Trustee, the NIMs
Insurer and the Certificateholders for any breach of a representation or
warranty made under the Transfer Agreement, but only after the Transferor
evidences that it is unwilling or unable to fulfill its contractual obligations
under the Transfer Agreement. The Trustee acknowledges that the Depositor shall
have no obligation or liability with respect to any breach of any representation
or warranty with respect to the Mortgage Loans (except as set forth in Section
2.03(a)(v)) under any circumstances.

     In addition to the representations and warranties of the Transferor in the
Transfer Agreement that were brought forward to the Closing Date pursuant to the
Bring Down Letter, with respect to each Mortgage Loan, the Transferor made
certain additional covenants regarding such Mortgage Loan, as set forth in the
Transfer Agreement. With respect to any breach of such additional covenants that
materially and adversely affects the interests of the Certificateholders in such
Mortgage Loan, the Sponsor shall (1) use reasonable efforts to enforce such
covenant against the Transferor and (2) if the Sponsor successfully enforces any
obligation of the Transferor to repurchase such Mortgage Loan, the Sponsor shall
repurchase such Mortgage Loan in accordance with this Section 2.03. If the
Sponsor does not successfully enforce the obligation, if any, of the Transferor
to repurchase a Mortgage Loan with respect to any breach of any such additional
covenants, the Sponsor shall have no obligation or right to repurchase or cure
such Mortgage Loan.

          (c) Upon discovery by any of the Depositor, the Servicer, the NIMs
Insurer or the Trustee of a breach of any of such representations and warranties
that adversely and materially affects the value of the related Mortgage Loan,
Prepayment Charges or the interests of the Certificateholders, the party
discovering such breach shall give prompt written notice to the other parties.
Within 90 days of the discovery of such breach of any representation or
warranty, the Transferor or the Sponsor, as applicable, shall either (a) cure
such breach in all material respects, (b) repurchase such Mortgage Loan or any
property acquired in respect thereof from the Trustee at the Purchase Price or
(c) within the two year period following the Closing Date, substitute a
Replacement Mortgage Loan for the affected Mortgage Loan. In the event of
discovery of a breach of any representation and warranty of the Transferor or
the Sponsor, the Trustee shall use reasonable efforts to enforce its rights
under the Transfer Agreement or the Sale Agreement for the benefit of
Certificateholders and the NIMs Insurer. If a breach of the representations and
warranties set forth in the Transfer Agreement exists solely due to the
unenforceability of a Prepayment Charge, the Trustee shall notify the NIMs
Insurer thereof and not seek to enforce the repurchase remedy provided for
herein unless directed in writing to do so by the NIMs Insurer. In the event of
a breach of the representations and warranties with respect to the Mortgage
Loans set forth in


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the Transfer Agreement, the Trustee shall, at the request of the NIMs Insurer,
use reasonable efforts to enforce the right of the Trust Fund and the NIMs
Insurer to be indemnified for such breach of representation and warranty. In the
event that such breach relates solely to the unenforceability of a Prepayment
Charge, amounts received in respect of such indemnity up to the amount of such
Prepayment Charge shall be distributed pursuant to Section 4.04(b)(i). As
provided in the Sale Agreement, if the Transferor substitutes for a Mortgage
Loan for which there is a breach of any representations and warranties in the
Transfer Agreement which adversely and materially affects the value of such
Mortgage Loan and such substitute mortgage loan is not a Replacement Mortgage
Loan, under the terms of the Sale Agreement, the Sponsor will, in exchange for
such substitute Mortgage Loan, (i) provide the applicable Purchase Price for the
affected Mortgage Loan or (ii) within two years of the Closing Date, substitute
such affected Mortgage Loan with a Replacement Mortgage Loan. Any such
substitution shall not be effected prior to the additional delivery to the
Trustee of a Request for Release substantially in the form of Exhibit I and
shall not be effected unless it is within two years of the Startup Day. As
provided in the Sale Agreement, the Sponsor indemnifies and holds the Trust
Fund, the Trustee, the Custodian, the Depositor, the NIMs Insurer, the Servicer
and each Certificateholder harmless against any and all taxes, claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, fees and expenses that the Trust Fund, the
Trustee, the Custodian, the Depositor, the NIMs Insurer, the Servicer and any
Certificateholder may sustain in connection with any actions of the Sponsor
relating to a repurchase of a Mortgage Loan other than in compliance with the
terms of this Section 2.03 and the Sale Agreement, to the extent that any such
action causes (i) any federal or state tax to be imposed on the Trust Fund or
any REMIC provided for herein, including without limitation, any federal tax
imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup day" under Section 860G(d)(1) of the Code, or
(ii) any REMIC created hereunder to fail to qualify as a REMIC at any time that
any Certificate is outstanding. In furtherance of the foregoing, if the Sponsor
is not a member of MERS and repurchases a Mortgage Loan which is registered on
the MERS System, the Sponsor, at its own expense and without any right of
reimbursement, shall cause MERS to execute and deliver an assignment of the
Mortgage in recordable form to transfer the Mortgage from MERS to the Sponsor
and shall cause such Mortgage to be removed from registration on the MERS System
in accordance with MERS' rules and regulations.

     With respect to any Mortgage Loan repurchased by the Depositor pursuant to
this Agreement, by the Sponsor pursuant to the Sale Agreement or by the
Transferor pursuant to the Transfer Agreement, the principal portion of the
funds received by the Servicer in respect of such repurchase of a Mortgage Loan
will be considered a Principal Prepayment and shall be deposited by the Servicer
in the Collection Account pursuant to Section 3.05 and the Servicer shall notify
the Trustee of its receipt of the same. The Trustee, upon receipt of notice from
the Servicer of its receipt of the full amount of the Purchase Price for a
Deleted Mortgage Loan, or upon receipt of the Mortgage File for a Replacement
Mortgage Loan substituted for a Deleted Mortgage Loan, shall release or cause to
be released and reassign to the Depositor, the Sponsor or the Transferor, as
applicable, the related Mortgage File for the Deleted Mortgage Loan and shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, representation or warranty, as shall be necessary to vest in
such party or its designee or assignee title to any Deleted Mortgage Loan
released pursuant hereto, free and clear of all security interests, liens and
other encumbrances created by this Agreement, which instruments shall be
prepared by the Depositor or the Sponsor, and the Trustee shall not have any
further responsibility with respect to the Mortgage File relating to such
Deleted Mortgage Loan.

     With respect to each Replacement Mortgage Loan to be delivered to the
Trustee or the Custodian pursuant to the terms of this Article II in exchange
for a Deleted Mortgage Loan: (i) the Depositor, the Transferor or the Sponsor,
as applicable, must deliver to the Trustee or the Custodian the Mortgage File
for the Replacement Mortgage Loan containing the documents set forth in Section
2.01 along with a written certification certifying as to the delivery of such
Mortgage File and containing the granting


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language set forth in Section 2.01; and (ii) the Depositor will be deemed to
have made, with respect to such Replacement Mortgage Loan, each of the
representations and warranties made by it with respect to the related Deleted
Mortgage Loan. The Trustee or the Custodian shall review the Mortgage File with
respect to each Replacement Mortgage Loan and certify to the NIMs Insurer and
the Depositor that all documents required by Section 2.01 have been executed and
received.

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

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

     The Sponsor shall cause the Mortgage Loan Schedule to be amended in
accordance with the terms of this Agreement.

     The Sponsor shall give or cause to be given written notice to the
Certificateholders and the NIMs Insurer that such substitution has taken place,
shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted
Mortgage Loan from the terms of this Agreement and the substitution of the
Replacement Mortgage Loan or Replacement Mortgage Loans and shall deliver a copy
of such amended Mortgage Loan Schedule to the NIMs Insurer, the Servicer, and
the Trustee. Upon such substitution by the Sponsor, such Replacement Mortgage
Loan or Replacement Mortgage Loans shall constitute part of the Mortgage Pool
and shall be subject in all respects to the terms of this Agreement and the Sale
Agreement, including all applicable representations and warranties thereof
included in the Sale Agreement as of the date of substitution.

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


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<PAGE>

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

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

     SECTION 2.04. Representations and Warranties of the Servicer

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

               (i) The Servicer is duly organized and is validly existing as a
limited partnership in good standing under the laws of the State of Delaware and
is duly authorized and qualified to transact any and all business contemplated
by this Agreement to be conducted by the Servicer in any state in which a
Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan) is located or is otherwise not required under applicable law to effect
such qualification and, in any event, is in compliance with the doing business
laws of any such state, to the extent necessary to ensure its ability to enforce
each Mortgage Loan, to service the Mortgage Loans in accordance with the terms
of this Agreement and to perform any of its other obligations under this
Agreement in accordance with the terms hereof.

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

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

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

               (v) No litigation is pending or, to the best of the Servicer's
knowledge, threatened, against the Servicer that would materially and adversely
affect the execution, delivery or


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<PAGE>

enforceability of this Agreement or the ability of the Servicer to service the
Mortgage Loans or to perform any of its other obligations under this Agreement
in accordance with the terms hereof.

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

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

               (viii) Notwithstanding any state or federal law to the contrary,
the Servicer shall not impose or collect a Prepayment Charge in any instance
when the mortgage debt is accelerated as the result of the Mortgagor's default
in making the Mortgage Loan payments.

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

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

     SECTION 2.06. Authentication and Delivery of Certificates.

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

     SECTION 2.07. REMIC Elections.

          (a) The Depositor hereby instructs and authorizes the Trustee to make
an appropriate election to treat each of the Upper Tier REMIC, the Lower Tier
REMIC and the SWAP REMIC as a REMIC. The Trustee shall sign the returns
providing for such elections and such other tax or information returns that are
required to be signed by the Trustee under applicable law. This Agreement shall
be construed so as to carry out the intention of the parties that each of the
Upper Tier REMIC, the


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<PAGE>

Lower Tier REMIC and the SWAP REMIC be treated as a REMIC at all times prior to
the date on which the Trust Fund is terminated.

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

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

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

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

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

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

          (d) (i) It is intended that the rights of each Class of the Class A,
Class M and Class B Certificates to receive payments in respect of Excess
Interest shall be treated as a right in interest rate cap contracts written by
the Class C Certificateholders in favor of the holders of each Class of the
Class A, Class M and Class B Certificates and such shall be accounted for as
property held separate and apart from the regular interests in the Upper Tier
REMIC held by the holders of the Class A (other than the Class R Certificate),
Class M and Class B Certificates, and the residual interest in the Upper Tier
REMIC


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<PAGE>

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

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

          (e) The parties intend that the portion of the Trust Fund consisting
of the Uncertificated Class C Interest, the uncertificated Class UT-IO Interest,
the rights to receive payments deemed made by the Class A, Class M and Class B
Certificates in respect of notional principal contracts described in Section
2.07(d)(ii), the Supplemental Interest Trust which holds the Swap Agreement, the
Cap Contracts, the Cap Contract Account and the obligation of the holders of the
Class C Certificates to pay amounts in respect of Excess Interest to the holders
of the Class A, Class M and Class B Certificates shall be treated as a "grantor
trust" under the Code, for the benefit of the holders of the Class C
Certificates, and the provisions hereof shall be interpreted consistently with
this intention. In furtherance of such intention, the Trustee 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 and (iii) comply with such information reporting obligations with
respect to payments from such grantor trust to the holders of Class A, Class M,
Class B and Class C Certificates as may be applicable under the Code.

          (f) The parties intend that the portion of the Trust Fund consisting
of the right to receive amounts distributable to the Class P Certificates
pursuant to Section 4.04(b)(i) hereof shall be treated as a "grantor trust"
under the Code, for the benefit of the holders of the Class P Certificates, and
the provisions hereof shall be interpreted consistently with this intention. In
furtherance of such intention, the Trustee 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.


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<PAGE>

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

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

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

     All payments received by the Lower Tier REMIC with respect to the SWAP
REMIC Regular Interests shall be paid to the Lower Tier REMIC Regular Interests
until the principal balance of all such interests have been reduced to zero and
any losses allocated to such interests have been reimbursed. Any excess amounts
shall be distributed to the Class LTR Interest. On each Distribution Date,
payments and losses shall be allocated among the Lower Tier REMIC Regular
Interests so that (i) each of the Lower Tier REMIC I Marker Interests shall have
a principal balance equal to 25% of the principal balance of the Corresponding
Certificates, (ii) the Class LTIX Interest has a principal balance equal to the
excess of (x) 50% of the remaining principal balance of the Mortgage Loans over
(y) the aggregate principal balance of


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the Lower Tier REMIC I Marker Interests (if necessary to reflect an increase in
overcollateralization, accrued and unpaid interest on the Class LTIX interest
may be added to its principal amount to achieve this result) and (iii) the
aggregate principal amount of the Class LTII1A Interest, Class LTII1B Interest,
Class LTII2A Interest, Class LTII2B Interest and the Class LTIIX Interest shall
equal 50% of the remaining principal balance of the Mortgage Loans.
Distributions and losses allocated to the Lower Tier REMIC Regular Interests
described in clause (iii) of the preceding sentence will be allocated among such
Lower Tier REMIC Regular Interests in the following manner: (x) such
distributions shall be deemed made to such Lower Tier REMIC Regular Interests
first, so as to keep the principal balance of the each such Lower Tier REMIC
Regular Interest with "B" at the end of its designation equal to 0.05% of the
aggregate scheduled principal balance of the Mortgage Loans in the related
Mortgage Group and second, to such Lower Tier REMIC Regular Interests with "A"
at the end of its designation so that the uncertificated principal balance of
each such Lower Tier REMIC Regular Interest is equal to 0.05% of the excess of
(I) the aggregate scheduled principal balance of the Mortgage Loans in the
related Mortgage Group over (II) the aggregate principal balance of Certificate
Group One, in the case of the Class LTII1A Interest, or Certificate Group Two,
in the case of the Class LTII2A Interest (except that if 0.05% of any such
excess is greater than the principal amount of the related Lower Tier REMIC II
Marker Interest with "A" at the end of its designation, the least amount of
principal shall be distributed to each Lower Tier REMIC II Marker Interest with
"A" at the end of its designation such that the Lower Tier REMIC Subordinated
Balance Ratio is maintained) and finally, any remaining distributions of
principal to the Class LTIIX Interest and (y) such losses shall be allocated
among the Lower Tier REMIC Regular Interests described in clause (iii) of the
preceding sentence first, so as to keep the principal balance of the each such
Lower Tier REMIC Regular Interest with "B" at the end of its designation equal
to 0.05% of the aggregate scheduled principal balance of the Mortgage Loans in
the related Mortgage Group; second, to such Lower Tier REMIC Regular Interests
with "A" at the end of its designation so that the uncertificated principal
balance of each such Lower Tier REMIC Regular Interest is equal to 0.05% of the
excess of (I) the aggregate scheduled principal balance of the Mortgage Loans in
the related Mortgage Group over (II) the aggregate principal balance of
Certificate Group One, in the case of the Class LTII1A Interest, or Certificate
Group Two, in the case of the Class LTII2A Interest (except that if 0.05% of any
such excess is greater than the principal amount of the related Lower Tier REMIC
II Marker Interest with "A" at the end of its designation, the least amount of
losses shall be allocated to each Lower REMIC II Marker Interest with "A" at the
end of its designation such that the Lower Tier REMIC Subordinated Balance Ratio
is maintained) and finally, any remaining losses to the Class LTIIX Interest.
Notwithstanding the preceding two sentences, however, losses not allocated to
any Class of Certificates will not be allocated to any Lower Tier REMIC Regular
Interests. All computations with respect to the Lower Tier REMIC Regular
Interests shall be taken out to ten decimal places.

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

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


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

          (i) In the event that any REMIC provided for herein fails to qualify
as a REMIC, loses its status as a REMIC or incurs federal, state or local taxes
as a result of a prohibited transaction or prohibited contribution under the
REMIC Provisions due to the negligent performance by the Servicer of its duties
and obligations set forth herein, the Servicer shall indemnify the NIMs Insurer,
the Trustee and the Trust Fund against any and all Losses resulting from such
negligence; provided, however, that the Servicer shall not be liable for any
such Losses attributable to the action or inaction of the Trustee, the Depositor
or the Holder of the residual interest in such REMIC, as applicable, nor for any
such Losses resulting from misinformation provided by the Holder of the residual
interest in such REMIC on which the Servicer has relied. The foregoing shall not
be deemed to limit or restrict the rights and remedies of the Holder of the
residual interest in such REMIC now or hereafter existing at law or in equity.
Notwithstanding the foregoing, however, in no event shall the Servicer have any
liability (1) for any action or omission that is taken in accordance with and in
compliance with the express terms of, or which is expressly permitted by the
terms of, this Agreement, (2) for any Losses other than those arising out of a
negligent performance by the Servicer of its duties and obligations set forth
herein, and (3) for any special or consequential damages to Certificateholders
(in addition to payment of principal and interest on the Certificates).

          (j) In the event that any REMIC provided for herein fails to qualify
as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes
as a result of a prohibited transaction or prohibited contribution under the
REMIC Provisions due to the negligent performance by the Trustee of its duties
and obligations set forth herein, the Trustee shall indemnify the NIMs Insurer
and the Trust Fund against any and all Losses resulting from such negligence;
provided, however, that the Trustee shall not be liable for any such Losses
attributable to the action or inaction of the Servicer, the Depositor or the
Holder of the residual interest in such REMIC, as applicable, nor for any such
Losses resulting from misinformation provided by the Holder of the residual
interest in such REMIC on which the Trustee has relied. The foregoing shall not
be deemed to limit or restrict the rights and remedies of the Holder of the
residual interest in such REMIC now or hereafter existing at law or in equity.
Notwithstanding the foregoing, however, in no event shall the Trustee have any
liability (1) for any action or omission that is taken in accordance with and in
compliance with the express terms of, or which is expressly permitted by the
terms of, this Agreement, (2) for any Losses other than those arising out of a
negligent performance by the Trustee of its duties and obligations set forth
herein, and (3) for any special or consequential damages to Certificateholders
(in addition to payment of principal and interest on the Certificates).

     SECTION 2.08. [RESERVED]

     SECTION 2.09. Covenants of the Servicer.

     The Servicer hereby covenants to each of the other parties to this
Agreement as follows: (a) the Servicer shall comply in the performance of its
obligations under this Agreement with all reasonable rules and requirements of
the insurer under each Required Insurance Policy; and (b) no written
information, certificate of an officer, statement furnished in writing or
written report delivered to the Depositor, the NIMs Insurer or the Trustee, any
affiliate of the Depositor, the NIMs Insurer or the Trustee and prepared


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by the Servicer pursuant to this Agreement is inaccurate in any material
respect, provided, however, that the Servicer shall not be responsible for
inaccurate information provided to it by third parties.

     SECTION 2.10. [RESERVED]

     SECTION 2.11. Permitted Activities of the Trust. The Trust is created for
the object and purpose of engaging in the Permitted Activities. In furtherance
of the foregoing, the Trustee is hereby authorized and directed to execute and
deliver on behalf of the Trust, and to perform the duties and obligations of the
Issuing Entity under, the Cap Contracts, an insurance and indemnity agreement
with a NIMs Insurer and any other agreement or instrument related thereto, in
each case in such form as the Depositor shall direct or shall approve, the
execution and delivery of any such agreement by the Depositor to be conclusive
evidence of its approval thereof.

     SECTION 2.12. Qualifying Special Purpose Entity. For purposes of SFAS 140,
the parties hereto intend that the Trust Fund shall be treated as a "qualifying
special purpose entity" as such term is used in SFAS 140 and any successor rule
thereto and its power and authority as stated in Section 2.11 of this Agreement
shall be limited in accordance with paragraph 35 thereof.

                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

     SECTION 3.01. Servicer to Service Mortgage Loans.

     For and on behalf of the Certificateholders, the Servicer shall service and
administer the Mortgage Loans, including without limitation, any powers of
attorney, in accordance with Accepted Servicing Practices. In connection with
such servicing and administration, the Servicer shall have full power and
authority, acting alone and/or through Subservicers as provided in Section 3.02
hereof, to do or cause to be done any and all things that it may deem necessary
or desirable in connection with such servicing and administration, including but
not limited to, the power and authority, subject to the terms hereof (i) to
execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property (or the stock allocated to a
dwelling unit related to a Co-op Loan) and assumptions of the Mortgage Notes and
related Mortgages (but only in the manner provided in this Agreement), (iii) to
collect any Insurance Proceeds and other Liquidation Proceeds and (iv) subject
to Section 3.12(a), to effectuate foreclosure or other conversion of the
ownership of the Mortgaged Property (or the stock allocated to a dwelling unit
related to a Co-op Loan) securing any Mortgage Loan; provided that, subject to
Section 6.03, the Servicer shall not take any action that is inconsistent with
or prejudices the interests of the Trust Fund or the Certificateholders in any
Mortgage Loan serviced by it under this Agreement or the rights and interests of
the other parties to this Agreement except as otherwise required by this
Agreement or by law. The Servicer shall not make or permit any modification,
waiver or amendment of any term of any Mortgage Loan which would cause any of
the REMICs provided for herein to fail to qualify as a REMIC or result in the
imposition of any tax under Section 860G(a) or 860G(d) of the Code. The Servicer
shall represent and protect the interest of the Trust Fund in the same manner as
it currently protects its own interest in mortgage loans in its own portfolio in
any claim, proceeding or litigation regarding a Mortgage Loan, but in any case
not in any manner that is a lesser standard than that provided in the first
sentence of this Section 3.01. Without limiting the generality of the foregoing,
the Servicer, in its own name or in the name of the Depositor and the Trustee,
is hereby authorized and empowered by the Depositor and the Trustee, when the
Servicer believes it appropriate in its reasonable judgment, to execute and
deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any
of them, any and all instruments of


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satisfaction or cancellation, or of partial or full release or discharge,
subordinations and all other comparable instruments, with respect to the
Mortgage Loans, and with respect to the Mortgaged Properties held for the
benefit of the Certificateholders. The Servicer shall prepare and deliver to the
Depositor and/or the Trustee such documents requiring execution and delivery by
any or all of them as are necessary or appropriate to enable the Servicer to
service and administer the Mortgage Loans, including without limitation, any
powers of attorney. Upon receipt of such documents, the Depositor and/or the
Trustee shall execute such documents and deliver them to the Servicer. For
purposes of this Section 3.01, the Trustee hereby grants to the Servicer a
limited power of attorney substantially in the form of Exhibit P to execute and
file any and all documents necessary to fulfill the obligations of the Servicer
under this Section 3.01.

     The Trustee shall deliver powers of attorney in the form attached hereto as
Exhibit P to the Servicer promptly after the Closing Date and additional powers
of attorney promptly after request therefor by the Servicer. The Trustee shall
not be responsible for and the Servicer shall indemnify the Trustee for any
misuse by the Servicer of any power of attorney. Notwithstanding anything
contained herein to the contrary, the Servicer shall not without the Trustee's
written consent, hire or procure counsel to represent the Trustee without
indicating its representative capacity

     In accordance with the standards of the preceding paragraph, the Servicer
shall advance or cause to be advanced funds as necessary for the purpose of
effecting the payment of taxes and assessments on the Mortgaged Properties,
which advances shall be reimbursable in the first instance from related
collections from the Mortgagors pursuant to Section 3.06, and further as
provided in Section 3.08. To the extent that a Mortgage does not provide for
escrow payments, (i) the Servicer shall determine whether any such payments are
made by the Mortgagor in a manner and at a time that is necessary to avoid the
loss of the Mortgaged Property due to a tax sale or to foreclosure as a result
of a tax lien and (ii) the Servicer shall ensure that all insurance required to
be maintained on the Mortgaged Property pursuant to this Agreement is
maintained. If any such payment has not been made and the Servicer receives
notice of a tax lien being imposed with respect to the Mortgage Loan, the
Servicer will, to the extent required to avoid loss of the Mortgaged Property,
advance or cause to be advanced funds necessary to discharge such lien on the
Mortgaged Property.

     All costs incurred by the Servicer, if any, in effecting the timely payment
of taxes and assessments on the Mortgaged Properties and related insurance
premiums shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balance under the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

     In the event that the Mortgage Loan Documents relating to any Mortgage Loan
contain provisions requiring the related Mortgagor to submit to binding
arbitration any disputes arising in connection with such Mortgage Loan, the
Servicer shall be entitled to waive any such provisions on behalf of the Trust
and to send written notice of such waiver to the related Mortgagor, although the
Mortgagor may still require arbitration of such disputes at its option.

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

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

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


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

     The Servicer further is authorized and empowered by the Trustee, on behalf
of the Certificateholders and the Trustee, in its own name or in the name of the
Subservicer, when the Servicer or the Subservicer, as the case may be, believes
it is appropriate in its best judgment to register any Mortgage Loan on the MERS
System, or cause the removal from the registration of any Mortgage Loan on the
MERS System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment,
release and other comparable instruments with respect to such assignment,
release or re-recording of a Mortgage in the name of MERS, solely as nominee for
the Trustee and its successors and assigns; provided, however, the Trustee will
not be responsible for monitoring MERS loan activity. Any reasonable expenses
incurred in connection with the actions described in the preceding sentence or
as a result of MERS discontinuing or becoming unable to continue operations in
connection with the MERS System, shall be subject to withdrawal by the Servicer
from the Collection Account (provided that such expenses constitute
"unanticipated expenses" within the meaning of Treasury Regulation Section
1.860G-1(b)(3)(ii)).

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

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

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

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

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

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

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

          (a) The Servicer may arrange for the subservicing of any Mortgage Loan
by a Subservicer, which may be an affiliate, pursuant to a subservicing
agreement (each, a "Subservicing Agreement"); provided, however, that (i) such
subservicing arrangement and the terms of the related Subservicing Agreement
must provide for the servicing of such Mortgage Loans in a manner consistent
with the servicing arrangements contemplated hereunder, (ii) that such agreement
would not result in a withdrawal or downgrading by any Rating Agency of the
ratings of any Certificates or any of the NIM Notes evidenced by a letter to
that effect delivered by each Rating Agency to the Depositor and the NIMs
Insurer and (iii) the NIMs Insurer shall have consented to such Subservicing
Agreement, which consent shall not be unreasonably withheld. Notwithstanding the
provisions of any Subservicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the


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Servicer and a Subservicer or reference to actions taken through a Subservicer
or otherwise, the Servicer shall remain obligated and liable to the Depositor,
the Trustee and the Certificateholders for the servicing and administration of
the Mortgage Loans in accordance with the provisions of this Agreement without
diminution of such obligation or liability by virtue of such Subservicing
Agreements or arrangements or by virtue of indemnification from the Subservicer
and to the same extent and under the same terms and conditions as if the
Servicer alone were servicing and administering the Mortgage Loans. Every
Subservicing Agreement entered into by the Servicer shall contain a provision
giving any successor servicer the option to terminate such agreement, with the
consent of the NIMs Insurer (which consent shall not be unreasonably withheld),
in the event a successor servicer is appointed. All actions of the each
Subservicer performed pursuant to the related Subservicing Agreement shall be
performed as an agent of the Servicer with the same force and effect as if
performed directly by the Servicer. The Servicer shall deliver to the NIMs
Insurer copies of all Subservicing Agreements. The Trustee shall have no
obligations, duties or liabilities with respect to a Subservicer, including,
without limitation, any obligation, duty or liability to monitor such
Subservicer or to pay a Subservicer's fees and expenses.

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

     SECTION 3.03. Rights of the Depositor and the Trustee in Respect of the
Servicer.

     Neither the Trustee nor the Depositor shall have any responsibility or
liability for any action or failure to act by the Servicer, and none of them is
obligated to supervise the performance of the Servicer hereunder or otherwise.

     SECTION 3.04. Trustee to Act as Servicer.

     Subject to Sections 6.04 and 7.02, in the event that the Servicer shall,
for any reason, no longer be the servicer hereunder (including by reason of an
Event of Default), the Trustee or its designee shall, within a period of time
not to exceed ninety (90) days from the date of notice of termination or
resignation, thereupon assume all of the rights and obligations of the Servicer
hereunder arising thereafter (except that the Trustee shall not be (i) liable
for losses of the Servicer pursuant to Section 3.10 hereof or any acts or
omissions of the Servicer or any predecessor servicer hereunder, (ii) obligated
to make Advances if it is prohibited from doing so by applicable law, (iii)
obligated to effectuate repurchases or substitutions of Mortgage Loans
hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible
for any expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have
made any representations and warranties hereunder, including pursuant to Section
2.04 or the first paragraph of Section 6.02 hereof; provided, however that the
Trustee (subject to clause (ii) above) or its designee, in its capacity as the
successor servicer, shall immediately assume the Servicer's obligation to make
Advances and Servicing Advances). No such termination or resignation shall
affect any obligation of the Servicer to pay amounts owed under this Agreement
and to perform its duties under this Agreement until its successor assumes all
of its rights and obligations hereunder. If the Servicer shall for any reason no
longer be the servicer (including by reason of any Event of Default), the
Trustee (or any other successor servicer) may, at its option, succeed to any
rights and obligations of the Servicer under any subservicing agreement in
accordance with the terms thereof; provided, however, that the Trustee (or any
other successor servicer) shall not incur any liability or have any obligations
in its capacity as servicer under a subservicing agreement arising prior to the
date of such succession unless it expressly elects to succeed to the rights and
obligations of the Servicer thereunder; and the Servicer shall not thereby be
relieved of any liability or obligations under any subservicing agreement
arising prior to the date of such succession. To the extent any costs or
expenses, including without limitation Servicing Transfer Costs incurred by the
Trustee in connection with this Section 3.04 or Section 7.02, are not paid by
the Servicer pursuant to this


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Agreement within 30 days of the date of the Trustee's invoice thereof, such
amounts shall be payable out of the Certificate Account; provided that the
terminated servicer shall reimburse the Trust Fund for any such expense incurred
by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such
expenses. If the Trustee is unwilling or unable to act as servicer, the Trustee
shall seek to appoint a successor servicer that is eligible in accordance with
the criteria specified in this Agreement and reasonably acceptable to the NIMs
Insurer.

     The Servicer shall, upon request of the Trustee, but at the expense of the
Servicer, deliver to the assuming party all documents and records relating to
each subservicing agreement and the Mortgage Loans then being serviced and
otherwise use its best efforts to effect the orderly and efficient transfer of
the subservicing agreement to the assuming party.

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

     SECTION 3.05. Collection of Mortgage Loan Payments; Collection Account;
Certificate Account.

          (a) The Servicer shall make reasonable efforts in accordance with
Accepted Servicing Practices to collect all payments called for under the terms
and provisions of the Mortgage Loans to the extent such procedures shall be
consistent with this Agreement and the terms and provisions of any related
Required Insurance Policy. Consistent with the foregoing and subject to Section
3.01, the Servicer may in its discretion (i) waive any late payment charge or,
if applicable, any default interest charge, or (ii) extend the due dates for
payments due on a Mortgage Note for a period not greater than 180 days;
provided, however, that any extension pursuant to clause (ii) above shall not
affect the amortization schedule of any Mortgage Loan for purposes of any
computation hereunder, except as provided below; provided, further, that the
NIMs Insurer's prior written consent shall be required for any modification,
waiver or amendment after the Cut-off Date if the aggregate number of
outstanding Mortgage Loans which have been modified, waived or amended exceeds
5% of the number of Mortgage Loans as of the Cut-Off Date. In the event of any
such arrangement pursuant to clause (ii) above, subject to Section 4.01, the
Servicer shall make any Advances on the related Mortgage Loan during the
scheduled period in accordance with the amortization schedule of such Mortgage
Loan without modification thereof by reason of such arrangements.
Notwithstanding the foregoing, in the event that any Mortgage Loan is in default
or, in the judgment of the Servicer, such default is reasonably foreseeable, the
Servicer, consistent with the standards set forth in Section 3.01, may also
waive, modify or vary any term of such Mortgage Loan (including modifications
that would change the Mortgage Rate, forgive the payment of principal or
interest or extend the final maturity date of such Mortgage Loan), accept
payment from the related Mortgagor of an amount less than the Stated Principal
Balance in final satisfaction of such Mortgage Loan, or consent to the
postponement of strict compliance with any such term or otherwise grant
indulgence to any Mortgagor (any and all such waivers, modifications, variances,
forgiveness of principal or interest, postponements, or indulgences collectively
referred to herein as "forbearance"), provided, however, that in no event shall
the Servicer grant any such forbearance (other than as permitted by the second
sentence of this Section) with respect to any one


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Mortgage Loan more than once in any 12 month period or more than three times
over the life of such Mortgage Loan, and provided, further, that in determining
which course of action permitted by this sentence it shall pursue, the Servicer
shall adhere to the standards of Section 3.01. In connection with any
modification pursuant to this Section 3.05(a) and to the extent there are any
unreimbursed Advances, the Servicer shall reimburse itself for such amounts from
the Collection Account.

          (b) The Servicer will not waive any Prepayment Charge or portion
thereof unless, (i) the enforceability thereof shall have been limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating
to creditors' rights generally or is otherwise prohibited by law, or (ii) the
collectability thereof shall have been limited due to acceleration in connection
with a foreclosure or other involuntary payment, or (iii) in the Servicer's
reasonable judgment as described in Section 3.01 hereof, (x) such waiver relates
to a default or a reasonably foreseeable default, (y) such waiver would maximize
recovery of total proceeds taking into account the value of such Prepayment
Charge and related Mortgage Loan and (z) doing so is standard and customary in
servicing similar Mortgage Loans (including any waiver of a Prepayment Charge in
connection with a refinancing of a Mortgage Loan that is related to a default or
a reasonably foreseeable default), or (iv) sufficient information is not made
available to enable it to collect the Prepayment Charge. Except as provided in
the preceding sentence, in no event will the Servicer waive a Prepayment Charge
in connection with a refinancing of a Mortgage Loan that is not related to a
default or a reasonably foreseeable default. If the Servicer waives or does not
collect all or a portion of a Prepayment Charge relating to a Principal
Prepayment in full or in part due to any action or omission of the Servicer,
other than as provided above, the Servicer shall deposit the amount of such
Prepayment Charge (or such portion thereof as had been waived for deposit) into
the Collection Account for distribution in accordance with the terms of this
Agreement.

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

          (d) The Servicer shall establish and maintain so long as it is acting
as servicer hereunder, on behalf of the Trustee for the benefit of the
Certificateholders, the Collection Account. The Servicer shall deposit into the
Collection Account, as soon as proper allocation can be determined, generally
within two Business Days of receipt thereof, in immediately available funds, the
following payments and collections received or made by it on and after the
Cut-Off Date with respect to the Mortgage Loans:

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

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

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


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               (iv) all Subsequent Recoveries;

               (v) all Compensating Interest;

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

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

               (viii) all Purchase Prices and Substitution Adjustment Amounts;

               (ix) all Advances made by the Servicer pursuant to Section 4.01;

               (x) all Prepayment Charges received;

               (xi) all net monthly rental income from REO Properties required
to be deposited by the Servicer pursuant to Section 3.12; and

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

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

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

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


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               (i) the aggregate amount withdrawn by the Servicer from the
Collection Account and required to be deposited in the Certificate Account;

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

               (iii) the Optional Termination Amount received by the Trustee
pursuant to Section 9.01.

     Any amounts received by the Trustee prior to 1:00 p.m. Eastern time (or
such earlier deadline for investment in the Permitted Investments designated by
the Trustee) which are required to be deposited in the Certificate Account by
the Servicer shall be invested at the written direction of the Servicer in
Permitted Investments on the Business Day on which they were received. The
foregoing requirements for remittance by the Servicer and deposit by the Trustee
into the Certificate Account shall be exclusive. In the event that the Servicer
shall remit any amount not required to be remitted and not otherwise subject to
withdrawal pursuant to Section 3.08 hereof, it may at any time cause the Trustee
to withdraw such amount from the Certificate Account, any provision herein to
the contrary notwithstanding. All funds deposited in the Certificate Account
shall be held by the Trustee in trust for the Certificateholders until disbursed
in accordance with this Agreement or withdrawn in accordance with Section 3.08.
In no event shall the Trustee incur liability for withdrawals from the
Certificate Account at the direction of the Servicer. The Trustee shall give
notice to the NIMs Insurer and the Servicer of the location of the Certificate
Account maintained by it when established and prior to any change thereof.

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

          (g) All income and gain net of any losses realized from amounts on
deposit in the Certificate Account shall be for the benefit of (i) the Servicer
to the extent such income and gain (net of any losses) relates to the period
from the date of deposit into the Certificate Account to, but not including, the
Business Day prior to the related Distribution Date and (ii) the Trustee to the
extent such income and gain (net of any losses) relates to the Business Day
prior to the related Distribution Date. Any amounts in such Certificate Account
earned for the benefit of the Servicer shall be remitted by the Trustee to the
Servicer not later than the third Business Day of the month immediately
succeeding the month in which such amounts were earned. The amount of any losses
incurred in the Certificate Account in respect of any such investments shall be
deposited by the Trustee in the Certificate Account out of the Trustee's own
funds immediately as realized; provided that the Trustee shall be reimbursed by


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the Servicer for any such losses which relate to the period from the date of
deposit into the Certificate Account to but not including the Business Day
immediately preceding the related Distribution Date.

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

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

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

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

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

     SECTION 3.08. Permitted Withdrawals from the Collection Account and
Certificate Account.

          (a) The Servicer may from time to time, make withdrawals from the
Collection Account for the following purposes (the order below not constituting
  an order of priority):

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

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


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

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

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

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

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

               (viii) to reimburse the Servicer, the Trustee or the Depositor
for expenses incurred by any of them in connection with the Mortgage Loans or
the Certificates and reimbursable pursuant to Section 3.25 or Section 6.03
hereof provided that reimbursement therefor would constitute "unanticipated"
expenses within the meaning of Treasury Regulation Section 1.860G1(b)(3)(ii);

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

               (x) to withdraw any amount deposited in the Collection Account
and not required to be deposited therein;

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

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

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


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

     In addition, no later than 12:00 p.m. Eastern time on the Servicer
Remittance Date, the Servicer shall cause to be withdrawn from the Collection
Account the Interest Funds, the Principal Funds and the Trustee Fee to the
extent on deposit, and such amount shall be deposited in the Certificate
Account; provided, however, if the Trustee does not receive such Interest Funds,
Principal Funds and Trustee Fee by 2:00 p.m. Eastern time, such Interest Funds
and Principal Funds shall be deposited in the Certificate Account on the next
Business Day.

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

     The Servicer shall provide written notification to the Trustee on or prior
to the next succeeding Servicer Remittance Date upon making any withdrawals from
the Collection Account pursuant to subclauses (iii) and (viii) above.

     In the event of any failure by the Servicer to remit to the Trustee for
deposit into the Certificate Account any amounts (including any Advance)
required to be so remitted by the Servicer on the Servicer Remittance Date, the
Servicer shall pay to the Trustee, for its own account, interest on such amounts
at the "prime rate" (as specified in the New York edition of The Wall Street
Journal) until such failure is remedied.

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

          (b) The Trustee shall withdraw funds from the Certificate Account for
distribution to the Certificateholders in the manner specified in this Agreement
(and shall withhold from the amounts so withdrawn, the amount of any taxes that
it is authorized to retain pursuant to this Agreement). In addition, prior to
making such distributions to the Certificateholders, the Trustee may from time
to time make withdrawals from the Certificate Account for the following purposes
(the order below not constituting an order of priority):

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

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

               (iii) to reimburse the Trustee and the Custodian for any fees,
expenses and indemnification reimbursable pursuant to this Agreement, including
without limitation Sections 3.04, 6.03, 8.05 and 8.06 hereof; and

               (iv) to pay to the Servicer or the Trustee, as applicable,
earnings on or investment income with respect to funds in or credited to the
Certificate Account as provided in Section 3.05(g).

     SECTION 3.09. [RESERVED]


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     SECTION 3.10. Maintenance of Hazard Insurance.

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

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

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

          (a) Except as otherwise provided in this Section 3.11(a), when any
property subject to a Mortgage has been or is about to be conveyed by the
Mortgagor, the Servicer shall to the extent that it has knowledge of such
conveyance, enforce any due-on-sale clause contained in any Mortgage Note or
Mortgage, but only to the extent that such enforcement will not adversely affect
or jeopardize coverage under any Required Insurance Policy; provided, however,
that the Servicer shall not exercise any such right if the due-on-sale clause,
in the reasonable belief of the Servicer, is not enforceable under


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applicable law. An opinion of counsel, which shall be reimbursable as a
Servicing Advance (to the extent it is an "unanticipated expense" within the
meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)), delivered to the
Trustee and the Depositor shall conclusively establish the reasonableness of
such belief to the extent permitted under applicable law. Notwithstanding the
foregoing, the Servicer is not required to exercise such rights with respect to
a Mortgage Loan if the Person to whom the related Mortgaged Property (or stock
allocated to a dwelling unit, in the case of a Co-op Loan) has been conveyed or
is proposed to be conveyed satisfies the terms and conditions contained in the
Mortgage Note and Mortgage related thereto and the consent of the mortgagee
under such Mortgage Note or Mortgage is not otherwise so required under such
Mortgage Note or Mortgage as a condition to such transfer. In the event that the
Servicer is prohibited by law from enforcing any such due-on-sale clause, or if
coverage under any Required Insurance Policy would be adversely affected, or if
nonenforcement is otherwise permitted hereunder, the Servicer is authorized,
subject to Section 3.11(b), to take or enter into an assumption and modification
agreement from or with the Person to whom such property has been or is about to
be conveyed, pursuant to which such Person becomes liable under the Mortgage
Note and, unless prohibited by applicable state law, the Mortgagor remains
liable thereon, provided that the Mortgage Loan shall continue to be covered (if
so covered before the Servicer enters such agreement) by the applicable Required
Insurance Policies. The Servicer, subject to Section 3.11(b), is also authorized
with the prior approval of the insurers under any Required Insurance Policies to
enter into a substitution of liability agreement with such Person, pursuant to
which the original Mortgagor is released from liability and such Person is
substituted as Mortgagor and becomes liable under the Mortgage Note.
Notwithstanding the foregoing, the Servicer shall not be deemed to be in default
under this Section 3.11(a) by reason of any transfer or assumption that the
Servicer reasonably believes it is restricted by law from preventing.

          (b) Subject to the Servicer's duty to enforce any due-on-sale clause
to the extent set forth in Section 3.11(a) hereof, in any case in which a
Mortgaged Property (or stock allocated to a dwelling unit, in the case of Co-op
Loan) has been conveyed to a Person by a Mortgagor, and such Person is to enter
into an assumption agreement or modification agreement or supplement to the
Mortgage Note or Mortgage that requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Servicer shall prepare and deliver or
cause to be prepared and delivered to the Trustee for signature and shall
direct, in writing, the Trustee to execute the assumption agreement with the
Person to whom the Mortgaged Property (or the stock allocated to a dwelling
unit, in the case of a Co-op Loan) is to be conveyed and such modification
agreement or supplement to the Mortgage Note or Mortgage or other instruments as
are reasonable or necessary to carry out the terms of the Mortgage Note or
Mortgage or otherwise to comply with any applicable laws regarding assumptions
or the transfer of the Mortgaged Property (or stock allocated to a dwelling
unit, in the case of a Co-op Loan) to such Person. In connection with any such
assumption, no material term of the Mortgage Note (including, but not limited
to, the Mortgage Rate, the amount of the Scheduled Payment, the Maximum Rate,
the Minimum Rate, the Gross Margin, the Periodic Rate Cap, the Adjustment Date,
any prepayment penalty and any other term affecting the amount or timing of
payment on the Mortgage Loan) may be changed. The Servicer shall notify the
Trustee and the NIMs Insurer that any such substitution or assumption agreement
has been completed by forwarding to the Trustee (with a copy to the NIMs
Insurer) the original of such substitution or assumption agreement, which in the
case of the original shall be added to the related Mortgage File and shall, for
all purposes, be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting a part thereof. The Servicer
shall be responsible for recording any such assumption or substitution
agreements. Any fee collected by the Servicer for entering into an assumption or
substitution of liability agreement will be retained by the Servicer as
additional servicing compensation.


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

          (a) The Servicer shall use reasonable efforts consistent with the
servicing standard set forth in Section 3.01 to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of Delinquent payments. In connection
with such foreclosure or other conversion, the Servicer shall follow such
practices and procedures as it shall deem necessary or advisable and as shall be
normal and usual in its general mortgage servicing activities and the
requirements of the insurer under any Required Insurance Policy; provided,
however, that the Servicer shall not be required to expend its own funds in
connection with the restoration of any property that shall have suffered damage
due to an uninsured cause unless it shall determine (i) that such restoration
will increase the proceeds of liquidation of the Mortgage Loan after
reimbursement to itself of such expenses and (ii) that such expenses will be
recoverable to it through Liquidation Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Collection Account pursuant to
Section 3.08 hereof). The Servicer shall be responsible for all other costs and
expenses incurred by it in any such proceedings; provided, however, that it
shall be entitled to reimbursement thereof from the proceeds of liquidation of
the related Mortgaged Property (or stock allocated to a dwelling unit, in the
case of a Co-op Loan) and if applicable, as a Non-Recoverable Servicing Advance,
as contemplated in Section 3.08 hereof. If the Servicer has knowledge that a
Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op
Loan) that the Servicer is contemplating acquiring in foreclosure or by
deed-in-lieu of foreclosure is located within a one-mile radius of any site with
environmental or hazardous waste risks known to the Servicer, the Servicer will,
prior to acquiring the Mortgaged Property (or stock allocated to a dwelling
unit, in the case of a Co-op Loan), consider such risks and only take action in
accordance with Accepted Servicing Practices.

     With respect to any REO Property, the deed or certificate of sale shall be
taken in the name of the Trustee or its nominee. Pursuant to its efforts to sell
such REO Property, the Servicer shall either itself or through an agent selected
by the Servicer protect and conserve such REO Property in the same manner and to
such extent as is customary in the locality where such REO Property is located
and may, incident to its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the Servicer deems to
be in the best interest of the Servicer and the Certificateholders for the
period prior to the sale of such REO Property. The Servicer or its affiliate may
receive usual and customary real estate referral fees for real estate brokers in
connection with the listing and disposition of REO Property. The Servicer shall
prepare a statement with respect to each REO Property that has been rented
showing the aggregate rental income received and all expenses incurred in
connection with the management and maintenance of such REO Property at such
times as is necessary to enable the Servicer to comply with the reporting
requirements of the REMIC Provisions. The net monthly rental income, if any,
from such REO Property shall be deposited in the Collection Account no later
than the close of business on the Determination Date immediately following the
month concerned. The Servicer shall perform the tax reporting and withholding
related to foreclosures, abandonments and cancellation of indebtedness income as
specified by Sections 1445, 6050J and 6050P of the Code by preparing and filing
such tax and information returns, as may be required.

     In the event that the Trust Fund acquires any Mortgaged Property (or stock
allocated to a dwelling unit, in the case of a Co-op Loan) as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Servicer shall dispose of such Mortgaged Property (or stock allocated to a
dwelling unit, in the case of a Co-op Loan) prior to the expiration of three
years from the end of the year of its acquisition by the Trust Fund or, at the
expense of the Trust Fund, obtain, in accordance with applicable procedures for
obtaining an automatic extension of the grace period, more than 60 days prior to
the day on which such three-year period would otherwise expire, an extension of
the


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

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

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

     The proceeds of any Liquidated Loan, as well as any recovery resulting from
a partial collection of Liquidation Proceeds and any net income from an REO
Property, will be applied as between the parties in the following order of
priority: first, to reimburse the Servicer for any related unreimbursed
Servicing Advances and unpaid Servicing Fees, pursuant to Section 3.08(a)(vi) or
this Section 3.12; second, to reimburse the Servicer for any unreimbursed
Advances, pursuant to Section 3.08(a)(ii) or this Section 3.12; third, to any
Prepayment Charges and then to accrued and unpaid interest (to the extent no
Advance has been made for such amount) on the Mortgage Loan or related REO
Property, at the applicable Net


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Mortgage Rate to the Due Date occurring in the month in which such amounts are
required to be distributed; and fourth, as a recovery of principal of the
Mortgage Loan.

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

          (c) The Servicer, in its sole discretion, shall have the right to
elect (by written notice sent to the Trustee) to purchase for its own account
from the Trust Fund any Mortgage Loan that is 90 days or more Delinquent or REO
Property for which the Servicer has accepted a deed-in-lieu of foreclosure at a
price equal to the Purchase Price. The Purchase Price for any Mortgage Loan or
REO Property purchased hereunder shall be delivered to the Trustee for deposit
to the Certificate Account and the Trustee or the Custodian, upon receipt of
such confirmation of deposit and a Request for Release from the Servicer in the
form of Exhibit I hereto, shall release or cause to be released to the Servicer
the related Mortgage File and shall execute and deliver such instruments of
transfer or assignment prepared by the Servicer, in each case without recourse,
representation or warranty, as shall be necessary to vest in the Servicer any
Mortgage Loan or REO Property released pursuant hereto and the Servicer shall
succeed to all the Trustee's right, title and interest in and to such Mortgage
Loan and all security and documents related thereto. Such assignment shall be an
assignment outright and not for security. The Servicer shall thereupon own such
Mortgage Loan, and all security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto. The Servicer shall
not use any procedure in selecting Mortgage Loans to be repurchased which is
materially adverse to the interests of the Certificateholders.

          (d) With respect to such of the Mortgage Loans as come into and
continue in default, the Servicer will decide, in its reasonable business
judgment, whether to (i) foreclose upon the Mortgaged Properties securing those
Mortgage Loans pursuant to Section 3.12(a), (ii) write off the unpaid principal
balance of the Mortgage Loans as bad debt (unless the Servicer, after making a
reasonable estimate of the expected recovery, determines that foreclosure
proceedings or other liquidation of the related Mortgaged Property would yield a
net recovery), (iii) take a deed in lieu of foreclosure, (iv) accept a short
sale or short refinance; (v) arrange for a repayment plan or refinancing, or
(vi) agree to a modification of such Mortgage Loan.

          (e) Any Mortgage Loan that is charged off, pursuant to (d) above, may
continue to be serviced by the Servicer for the Certificateholders using
specialized collection procedures (including foreclosure, if appropriate). The
Servicer will be entitled to Servicing Fees and reimbursement of expenses in
connection with such Mortgage Loans after the date of charge off, only to the
extent of funds available from any recoveries on all such Mortgage Loans.

     In the event that the Servicer (or an affiliate of the Servicer) is the
owner of more than 50% of the Class of Certificates which is then currently in a
first loss position and such party is deemed to be the "Primary Beneficiary" as
defined in FIN 40, the provisions of the preceding paragraph shall not apply and
the Servicer (or an affiliate of the Servicer), in its sole discretion, shall
have the right to elect to purchase for its own account from the Trust Fund any
Mortgage Loan that is 120 days or more Delinquent or REO Property for which the
Servicer has accepted a deed-in-lieu of foreclosure, during the period
commencing on the first day of the calendar quarter succeeding the calendar
quarter in which the Initial Delinquency Date (as defined below) occurred with
respect to such Mortgage Loan and ending on the last Business Day of such
calendar quarter. If the Servicer (or an affiliate of the Servicer) does not
exercise its purchase right with respect to a Mortgage Loan during the period
specified in the preceding sentence, such Mortgage Loan shall thereafter again
become eligible for purchase pursuant to the preceding sentence only after the
Mortgage Loan ceases to be 120 days or more Delinquent and thereafter becomes
120 days Delinquent again. The "Initial Delinquency Date" of a Mortgage Loan
shall mean the date on


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which the Mortgage Loan first became 120 days Delinquent. Prior to repurchase
pursuant to this Section 3.12, the Servicer shall be required to continue to
make monthly advances pursuant to Section 4.01. The Servicer shall not use any
procedure in selecting Mortgage Loans to be repurchased which is materially
adverse to the interests of the Certificateholders. The Servicer shall purchase
any Mortgage Loan or REO Property pursuant to this paragraph at a price equal to
the Purchase Price. The Purchase Price for any Mortgage Loan or REO Property
purchased hereunder shall be delivered to the Trustee for deposit in the
Certificate Account. The Trustee, upon receipt of notice of such deposit and a
Request for Release from the Servicer in the form of Exhibit I hereto, shall
release or cause to be released to the Servicer the related Mortgage File and
shall execute and deliver such instruments of transfer or assignment prepared by
the Servicer, in each case without recourse, representation or warranty, as
shall be necessary to vest in the Servicer any Mortgage Loan or REO Property
released pursuant hereto and the Servicer shall succeed to all the Trustee's
right, title and interest in and to such Mortgage Loan and all security and
documents related thereto. The provisions in this paragraph shall only apply if
Litton Loan Servicing LP is the servicer. The Trustee shall not be responsible
for any independent calculations or other determinations in connection with the
application of the provisions set forth in this paragraph.

     SECTION 3.13. Trustee to Cooperate; Release of Mortgage Files.

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

     Each Request for Release may be delivered to the Trustee or its custodian
(i) via mail or courier, (ii) via facsimile or (iii) by such other means,
including, without limitation, electronic or computer readable medium, as the
Servicer and the Trustee or its custodian shall mutually agree. The Trustee or
its designee shall promptly release the related Mortgage File(s) within five (5)
Business Days of receipt of a properly completed Request for Release pursuant to
clauses (i), (ii) or (iii) above. Receipt of a properly completed Request for
Release shall be authorization to the Trustee or its custodian to release such
Mortgage Files, provided the Trustee or its custodian has determined that such
Request for Release has been executed, with respect to clauses (i) or (ii)
above, or approved, with respect to clause (iii) above, by an authorized
Servicing Officer of the Servicer, and so long as the Trustee or its custodian
complies with its duties and obligations under the agreement. If the Trustee or
its custodian is unable to release the


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Mortgage Files within the period previously specified, the Trustee or its
custodian shall immediately notify the Servicer indicating the reason for such
delay. If the Servicer is required to pay penalties or damages due to the
Trustee or its custodian's negligent failure to release the related Mortgage
File or the Trustee or its custodian's negligent failure to execute and release
documents in a timely manner, the Trustee or its custodian, shall be liable for
such penalties or damages respectively caused by it.

     On each day that the Servicer remits to the Trustee or its custodian
Requests for Releases pursuant to clauses (ii) or (iii) above, the Servicer
shall also submit to the Trustee or its custodian a summary of the total number
of such Requests for Releases requested on such day by the same method as
described in such clauses (ii) and (iii).

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

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

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

     SECTION 3.15. Servicing Compensation.


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

     Additional servicing compensation in the form of any Excess Proceeds, late
payment fees, assumption fees (i.e. fees related to the assumption of a Mortgage
Loan upon the purchase of the related Mortgaged Property (or stock allocated to
a dwelling unit, in the case of Co-op Loan)), modification fees, customary real
estate referral fees, extension fees and similar fees payable by the Mortgagor,
any Prepayment Interest Excess and all income and gain net of any losses
realized from Permitted Investments in the Collection Account shall be retained
by the Servicer to the extent not required to be deposited in the Collection
Account pursuant to Sections 3.05 or 3.12(a) hereof. In addition, the Servicer
shall be entitled to income and gain from amounts on deposit in the Certificate
Account during the period from the Servicer Remittance date to but not including
the Business Day immediately preceding the related Distribution Date as
described in Section 3.05(g). The Servicer shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder (including
payment of any premiums for hazard insurance, as required by Section 3.10 hereof
and maintenance of the other forms of insurance coverage required by Section
3.10 hereof) and shall not be entitled to reimbursement therefor except as
specifically provided in this Agreement. In no event shall the Trustee be liable
for any Servicing Fee or for any differential between the Servicing Fee and the
amount necessary to induce a successor servicer to act as successor servicer
under this Agreement.

     SECTION 3.16. Access to Certain Documentation.

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

     SECTION 3.17. Annual Statement as to Compliance.

          (a) The Servicer and the Trustee, each at its own expense, will
deliver, and the Servicer shall use its reasonable efforts to cause any
Subservicer engaged by the Servicer to deliver, to the Trustee and the
Depositor, not later than March 1 of each year, commencing in 2007, an Officer's
Certificate, in the form attached hereto as Exhibit T-4, stating, as to each
signer thereof, that (i) a review of the activities of such party during such
preceding calendar year (or such shorter period in the case of the first such
report) and of performance of such party under this Agreement or such other
applicable servicing agreement has been made under such officers' supervision,
and (ii) to the best of such officers' knowledge, based on such review, such
party has fulfilled all its obligations under this Agreement or such other
applicable servicing agreement in all material respects throughout such year or
a portion thereof, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such
officer and the nature and status thereof.

          (b) Delivery of such reports, information and documents to the Trustee
is for informational purposes only and its receipt of such shall not constitute
constructive notice of any


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information contained therein or determinable from information contained
therein, including the Servicer's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

     SECTION 3.18. Reports on Assessment of Compliance and Attestation.

          (a) The Servicer and the Trustee, each at its own expense, shall
furnish, by March 15 of each year, commencing in March 2007, and each of the
preceding parties, as applicable, shall cause any Subservicer or Subcontractor
(with respect to any calendar year during which an annual report on Form 10-K is
required to be filed pursuant to Section 3.27 on behalf of the Issuing Entity)
engaged by it to furnish to the Depositor and the Trustee an officer's
certification and assessment of its compliance with the Relevant Servicing
Criteria during the preceding calendar year as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of
Compliance"), which assessment shall contain (A) a statement by such party of
its responsibility for assessing compliance with the Relevant Servicing Criteria
applicable to it, (B) a statement that such party used the Relevant Servicing
Criteria to assess compliance with the Relevant Servicing Criteria applicable to
it, (C) such party's assessment of compliance with the Relevant Servicing
Criteria as of and for the fiscal year covered by the Form 10-K required to be
filed pursuant to Section 3.27, including, if there has been any material
instance of noncompliance with the relevant Servicing Criteria applicable to it,
and (D) a statement that a registered public accounting firm has issued an
attestation report on such party's assessment of compliance with the Relevant
Servicing Criteria applicable to it as of and for such period. Such Assessment
of Compliance shall be substantially in the form of Exhibit T-1 hereto. The
parties acknowledge and agree that the items indicated as being subject to
assessment by each such party on Exhibit T-2 hereto are the items to be assessed
by such party as of the Closing Date and that any changes to such allocation of
assessment responsibilities will be made by mutual agreement of the parties. Any
such changes will not require an amendment of this Agreement.

     In the event the Servicer or the Trustee is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each such party
shall cause any Subcontractor engaged by it to provide, and the Servicer shall
use its reasonable efforts to cause any Subservicer that resigns or is
terminated under any applicable servicing agreement to provide, an annual
assessment of compliance pursuant to this Section 3.18, coupled with an
attestation as required in this Section 3.18 with respect to the period of time
that the Servicer or the Trustee was subject to this Agreement or the period of
time that the Subservicer was subject to such other servicing agreement.

          (b) The Servicer and the Trustee, each at its own expense, shall
cause, and each of the preceding parties, as applicable, shall cause any
Subservicer or Subcontractor engaged by it to cause, a nationally or regionally
recognized firm of independent registered public accountants (who may also
render other services to the Servicer, the Trustee, the Sponsor or any affiliate
thereof), which is a member of the American Institute of Certified Public
Accountants to furnish, by March 15 of each year, commencing in March 2007, a
report (the "Accountants Attestation") to the Trustee, the Servicer and the
Depositor to the effect that (i) it has obtained a representation regarding
certain matters from the management of such party, which includes an assertion
that such party has complied with the Relevant Servicing Criteria, and (ii) on
the basis of an examination conducted by such firm in accordance with standards
for attestation engagements issued or adopted by the PCAOB, it is expressing an
opinion as to whether such party's compliance with the Relevant Servicing
Criteria was fairly stated in all material respects, or it cannot express an
overall opinion regarding such party's assessment of compliance with the
Relevant Servicing Criteria. In the event that an overall opinion cannot be
expressed, such registered public accounting firm shall state in such report why
it was unable to express such an opinion. Such report must be available for
general use and not contain restricted use language. Such Accountant's
Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the


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Securities Act and the Exchange Act. Notwithstanding anything contained herein
to the contrary, the statements and attestations required under this Section
3.18 with respect to any Subservicer or Subcontractor shall not be required to
be delivered with respect to any year in which an annual report on Form 10-K for
the Issuing Entity is not required to be filed pursuant to the Exchange Act.

               Promptly after receipt of such report from the Servicer and the
Trustee, and any Subservicer or Subcontractor engaged by the parties, the
Trustee shall confirm that each assessment submitted pursuant to Section 3.18(a)
is coupled with an attestation meeting the requirements of this Section 3.18(b)
and notify the Depositor of any exceptions.

          (c) The Servicer agrees to indemnify and hold harmless each of the
Depositor, the Trustee and each Person, if any, who "controls" the Depositor or
the Trustee within the meaning of the Securities Act and their respective
officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses that such Person actually sustains
out of third party claims based on (i) the failure of the Servicer or any
related Subservicer or Subcontractor to deliver or cause to be delivered when
required any Assessment of Compliance or Accountant's Attestation required of it
pursuant to this Section 3.18, as applicable, or (ii) any material misstatement
contained in any Assessment of Compliance provided on its behalf pursuant to
Section 3.18, as applicable.

          (d) [Reserved].

          (e) Copies of such Assessments of Compliance and Accountant's
Attestations shall be available on the Trustee's website www.etrustee.net to any
Certificateholder, provided such statement is delivered to the Trustee. The
initial Assessments of Compliance and Accountant's Attestations required
pursuant to this Section 3.18 shall be delivered to the Trustee and the
Depositor, as applicable, by each party no later than March 15, 2007.

     SECTION 3.19. Rights of the NIMs Insurer.

     Each of the rights of the NIMs Insurer set forth in this Agreement shall
exist so long as the NIM Notes issued pursuant to the Indenture remain
outstanding or the NIMs Insurer is owed amounts in respect of its guarantee of
payment on such NIM notes.

     SECTION 3.20. [RESERVED]

     SECTION 3.21. [RESERVED]

     SECTION 3.22. [RESERVED]

     SECTION 3.23. Prepayment Charge Reporting Requirements.

     On or before the 18th of each month (or if such date is not a Business Day,
the next succeeding Business Day), the Servicer shall provide to the Depositor
and the Trustee the following information with regard to each Mortgage Loan that
has prepaid during the related Prepayment Period:

          (i)  loan number;

          (ii) current Mortgage Rate;

          (iii) current principal balance;


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          (iv) Prepayment Charge amount due;

          (v)  Prepayment Charge amount collected; and

          (vi) reason why full Prepayment Charge amount was not collected, if
               applicable.

     SECTION 3.24. Information to the Trustee.

     On or before the 18th of each month (or if such date is not a Business Day,
the next succeeding Business Day), the Servicer shall furnish to the Trustee a
delinquency report, a monthly remittance advice and a realized loss report (each
in such form or forms as the Trustee and the Servicer may from time to time
agree) for the period ending on the last Business Day of the preceding month,
and not later than three days after the tenth calendar day of each month, the
Servicer shall furnish to the Trustee such reports for the applicable Prepayment
Period with respect to prepayments, in the format mutually agreed upon between
the Servicer and the Trustee, including but not limited to information
sufficient to allow the Trustee to prepare the Monthly Statement described in
Section 4.05(a).

     SECTION 3.25. Indemnification.

     The Servicer shall indemnify the Sponsor, the Issuing Entity, the Trustee
(in its individual capacity and in its capacity as trustee), the Depositor, the
NIMs Insurer and their officers, directors, employees and agents and hold each
of them harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments,
and any other costs, fees and expenses that any of such parties may sustain in
any way related to the failure of the Servicer to perform its duties and service
the Mortgage Loans in compliance with the terms of this Agreement. The Servicer
immediately shall notify the Sponsor, the Trustee, the NIMs Insurer and the
Depositor or any other relevant party if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans, assume (with the prior written
consent of the indemnified party, which consent shall not be unreasonably
withheld or delayed) the defense of any such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or any of such
parties in respect of such claim. The Servicer shall provide the Depositor, the
Trustee and the NIMs Insurer with a written report of all expenses and advances
incurred by the Servicer pursuant to this Section 3.25, and the Servicer shall
promptly reimburse itself from the assets of the Trust Fund in the Collection
Account for all amounts advanced by it pursuant to the preceding sentence except
when and to the extent a determination has been made that the claim in any way
relates to the failure of the Servicer to service and administer the Mortgage
Loans in material compliance with the terms of this Agreement or the gross
negligence, bad faith or willful misconduct of the Servicer. The provisions of
this paragraph shall survive the termination of this Agreement and the payment
of the outstanding Certificates.

     SECTION 3.26. Nonsolicitation.

     For as long as the Servicer services the Mortgage Loans, the Servicer
hereby covenants that neither it nor any Affiliate of the Servicer will directly
solicit any Mortgagor hereunder to refinance the related Mortgage Loan.
Notwithstanding the foregoing, the Servicer and its Affiliates shall be
permitted to solicit a Mortgagor if the Servicer or such Affiliate has received
a request for verification of mortgage, a request or demand for payoff, a
Mortgagor initiated written or verbal communication indicating a desire to
prepay or refinance the related Mortgage Loan, or the Mortgagor initiates a
title search, or if the Mortgagor receives marketing materials which are
generally disseminated.

     SECTION 3.27. Periodic Filings.


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

          (b) For so long as the Issuing entity is subject to the reporting
requirements of the Exchange Act, no later than close of business (Eastern time)
on the second Business Day after the occurrence of a Reportable Event (i) the
parties listed on Exhibit X hereto shall be required to provide to the Trustee
and the Depositor, to the extent known, by a responsible officer thereof, in
EDGAR-compatible format, or in such other format as otherwise agreed upon by the
Trustee and the Depositor and such party, the form and substance of the Form 8-K
Disclosure Information described on Exhibit X applicable to such party, (ii) the
parties listed on Exhibit X hereto shall include with such Additional Form 8-K
Disclosure, an Additional Disclosure Notification in the form attached hereto as
Exhibit Z-1, and (iii) the Depositor, by the end of business Eastern time on the
second day following such Reportable Event, shall approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Form 8-K
Disclosure Information on Form 8-K. The Trustee has no duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit X of
their duties under this paragraph or proactively solicit or procure from such
parties any Form 8-K Disclosure Information. The Depositor will be responsible
for any reasonable fees and expenses assessed or incurred by the Trustee in
connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph.

          (c) After preparing the Form 8-K, the Trustee shall forward
electronically, no later than close of business (Eastern time) on the third
Business Day after the Reportable Event (but in no event earlier than 24 hours
after having received the Form 8-K Disclosure Information pursuant to the
immediately preceding paragraph), a copy of the Form 8-K to the Depositor and
the Servicer for review. No later than the close of business on the third
Business Day after the Reportable Event, the Depositor shall notify the Trustee
and the Servicer in writing (which notice may be delivered electronically) of
any changes to or approval of such Form 8-K. No later than Noon Eastern time on
the fourth Business Day after the Reportable Event, a senior officer of the
Servicer shall sign the Form 8-K and return an electronic or fax copy of such
signed Form 8-K (with an original executed hard copy to follow by overnight
mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Trustee will follow the procedures set
forth in Section 3.27(n).

          (d) Promptly (but no later than one Business Day) after filing with
the Securities and Exchange Commission, the Trustee will make available on its
internet website a final executed copy of each Form 8-K prepared by the Trustee.
The signing party at the Servicer can be contacted at Litton Loan Servicing LP,
4828 Loop Central Drive, Houston, Texas 77081 Attention: Janice McClure. The
parties to this Agreement acknowledge that the performance by the Trustee of its
duties under this Section 3.27 related to the timely preparation, arrangement
for execution and filing of Form 8-K is contingent upon the other parties hereto
strictly observing all applicable deadlines in the performance of their duties
under this Section 3.27. The Trustee shall not have any liability for any loss,
expense, damage or claim arising out of or with respect to any failure to
properly prepare, arrange for preparation and/or timely file such Form 8-K,
where such failure results from the Trustee's inability or failure to


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receive, on a timely basis, any information from any other party hereto needed
to prepare, arrange for execution or file such Form 8-K.

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

          (f) As set forth in Exhibit X hereto, for so long as the Issuing
Entity is subject to the reporting requirements of the Exchange Act, within five
calendar days after the related Distribution Date (i) each party listed on
Exhibit Y hereto shall be required to provide to the Depositor and the Trustee,
to the extent known, in EDGAR-compatible format, or in such other format as
otherwise agreed upon by the Trustee and the Depositor and such party, the form
and substance of any Additional Form 10-D Disclosure described on Exhibit Y
applicable to such party, (ii) the parties listed on Exhibit Y hereto shall
include with such Additional Form 10-D Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit Z-1 and (ii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-D Disclosure. The Trustee has no duty under
this Agreement to monitor or enforce the performance by the parties (other than
the Trustee) listed on Exhibit Y of their duties under this paragraph or
proactively solicit or procure from such parties any Additional Form 10-D
Disclosure Information. The Depositor will be responsible for any reasonable
fees and expenses incurred by the Trustee in connection with including any
Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.

          (g) After preparing the Form 10-D at the direction of the Depositor,
the Trustee will forward electronically a copy of the Form 10-D to the Depositor
for review and to the Servicer for execution. Within two Business Days after
receipt of such copy, but no later than the 12th calendar day after the
Distribution Date, the Depositor shall notify the Trustee and the Servicer in
writing (which may be furnished electronically) of any changes to or approval of
such Form 10-D and a duly authorized representative of the Servicer shall sign
the Form 10-D and return an electronic or fax copy of such Form 10-D (with an
original executed hard copy to follow by overnight mail) to the Trustee and the
Trustee shall file such Form 10-D. In the absence of receipt of any written
changes or approval, the Trustee shall be entitled to assume that such Form 10-D
is in final form and the Trustee may proceed with the filing of the Form 10-D.
If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
to be amended, the Trustee will follow the procedures set forth in Section
3.27(n). Promptly (but not later than one Business Day) after filing with the
Securities and Exchange Commission, the Trustee will make available on its
internet website a final executed copy of each Form 10-D prepared and filed by
the Trustee. The signing party at the Servicer can be contacted at Litton Loan
Servicing LP, 4828 Loop Central Drive, Houston, Texas 77081 Attention: Janice
McClure. The parties to this Agreement acknowledge that the performance by the
Trustee of its respective duties under this Section 3.27 related to the timely
preparation, arrangement for execution and filing of Form 10-D is contingent
upon the other parties hereto strictly observing all applicable deadlines in the
performance of their duties under this Section 3.27. The Trustee will not have
any liability for any loss, expense, damage or claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely
file such Form 10-D resulting from the Trustee's inability or failure to receive
any information needed to prepare, arrange for execution or file such Form 10-D
on a timely basis.


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          (h) On or prior to the 90th calendar day after the end of the fiscal
year for the Issuing Entity or such earlier date as may be required by the
Exchange Act (the "10-K Filing Deadline") (it being understood that the fiscal
year for the Issuing Entity ends on December 31st of each year) commencing in
March 2007, the Trustee shall, on behalf of the Issuing Entity and in accordance
with industry standards, prepare and file with the Securities and Exchange
Commission via EDGAR a Form 10-K with respect to the Issuing Entity. Such Form
10-K shall include the following items, in each case, as applicable, to the
extent they have been delivered to the Trustee within the applicable time frames
set forth in this Agreement, (i) an annual compliance statement for the Trustee,
the Servicer and each Subservicer, as described in Section 3.17 of the
Agreement, (ii)(A) the annual reports on assessment of compliance with servicing
criteria for the Trustee, the Servicer and each Subservicer and Subcontractor
(unless the Depositor has determined that such compliance statement is not
required by Regulation AB), as described in Section 3.18 of the Agreement, and
(B) if any such party's report on assessment of compliance with servicing
criteria described in Section 3.18 identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or if any
report on assessment of compliance with servicing criteria described in Section
3.18 of the Agreement is not included as an exhibit to such Form 10-K,
disclosure that such report is not included and an explanation why such report
is not included, (iii)(A) the registered public accounting firm attestation
report for the Trustee, the Servicer and each Subservicer and Subcontractor (if
applicable), as described in Section 3.18 of this Agreement, and (B) if any
registered public accounting firm attestation report described under Section
3.18 of this Agreement identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any such registered
public accounting firm attestation report is not included as an exhibit to such
Form 10-K, disclosure that such report is not included and an explanation why
such report is not included, and (iv) a Sarbanes-Oxley Certification in the form
attached hereto as Exhibit T-3, executed by the senior officer in charge of
securitizations of the Servicer. Any disclosure or information in addition to
(i) through (iv) above that is required to be included on Form 10-K ("Additional
Form 10-K Disclosure") shall be reported by the parties as set forth in Exhibit
Z to the Depositor and the Trustee and directed and approved by the Depositor
pursuant to the following paragraph and the Trustee will have no duty or
liability for any failure hereunder to determine or prepare any Additional Form
10-K Disclosure absent such reporting, direction or approval.

          (i) As set forth in Exhibit Z hereto, no later than March 1 of each
year that the Issuing Entity is subject to the Exchange Act reporting
requirements, commencing in March 2007, (i) the parties listed on Exhibit Z
hereto shall be required to provide to the Trustee and the Depositor, to the
extent known by a responsible officer thereof, in EDGAR-compatible format, or in
such other format as otherwise agreed upon by the Trustee and the Depositor and
such party, the form and substance of the Additional Form 10-K Disclosure
described on Exhibit Z applicable to such party, (ii) the parties listed on
Exhibit Z hereto shall include with such Additional Form 10-K Disclosure, an
Additional Disclosure Notification in the form attached hereto as Exhibit Z-1
and (iii) the Depositor will approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form
10-K. The Trustee has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit Z of their duties under this
paragraph or proactively solicit or procure from such parties any Additional
Form 10-K Disclosure Information. The Depositor will be responsible for any
reasonable fees and expenses incurred by the Trustee in connection with
including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
paragraph.

          (j) After preparing the Form 10-K, the Trustee shall forward
electronically a copy of the Form 10-K to the Depositor for review and to the
Servicer for execution. Within three Business Days after receipt of such copy,
but no later than March 25th, the Depositor shall notify the Trustee and the
Servicer in writing (which may be furnished electronically) of any changes to or
approval of such Form 10-K. No later than the end of business Eastern time on
the fourth Business Day after receipt thereof, a senior officer of the Servicer
shall sign the Form 10-K and return an electronic or fax copy of


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such signed Form 10-K (with an original executed hard copy to follow by
overnight mail) to the Trustee, and the Trustee shall file such Form 10-K. In
the absence of receipt of any written changes or approval, the Trustee shall be
entitled to assume that such Form 10-K is in final form and the Trustee may
proceed with the filing of the Form 10-K. If a Form 10-K cannot be filed on time
or if a previously filed Form 10-K needs to be amended, the Trustee will follow
the procedures set forth in Section 3.27(n). Promptly (but no later than one
Business Day) after filing with the Securities and Exchange Commission, the
Trustee will, pursuant to the Agreement, make available on its internet website
a final executed copy of each Form 10-K prepared and filed by the Trustee. The
signing party at the Servicer can be contacted at Litton Loan Servicing LP, 4828
Loop Central Drive, Houston, Texas 77081 Attention: Janice McClure. The parties
to this Agreement acknowledge that the performance by the Trustee of its duties
under this Section 3.27 related to the timely preparation, arrangement for
execution and filing of Form 10-K is contingent upon such parties (and any
Subservicer or Subcontractor) strictly observing all applicable deadlines in the
performance of their duties under this Section 3.27, Section 3.17 and Section
3.18. The Trustee shall have no liability for any loss, expense, damage or claim
arising out of or with respect to any failure to properly prepare, arrange for
execution and/or timely file such Form 10-K resulting from the Trustee's
inability or failure to receive any information needed to prepare, arrange for
execution or file such Form 10-K on a timely basis.

          (k) Each Form 10-K shall include a Sarbanes-Oxley Certification
required to be included therewith pursuant to the Sarbanes-Oxley Act. The
Trustee shall provide, and the Servicer and the Trustee shall cause any
Subcontractor engaged by it to provide, and the Servicer shall use its
reasonable efforts to cause any Subservicer to provide, to the Person who signs
the Sarbanes-Oxley Certification (the "Certifying Person"), by March 1 of each
year in which the Issuing Entity is subject to the reporting requirements of the
Exchange Act and otherwise within a reasonable period of time upon request, a
certification (each, a "Back-Up Certification"), in the form attached hereto as
Exhibit T-5 in the case of the Trustee, upon which the Certifying Person, the
entity for which the Certifying Person acts as an officer, and such entity's
officers, directors and Affiliates (collectively with the Certifying Person,
"Certification Parties") can reasonably rely. The senior officer of the Servicer
in charge of the servicing function shall serve as the Certifying Person on
behalf of the Issuing Entity. Such officer of the Certifying Person can be
contacted at Litton Loan Servicing LP, 4828 Loop Central Drive, Houston, Texas
77081 Attention: Janice McClure. In the event the Servicer or the Trustee is
terminated or resigns pursuant to the terms of this Agreement, the Trustee shall
provide, and each such party shall cause any Subcontractor engaged by it to
provide, and the Servicer shall use its reasonable efforts to cause any
Subservicer to provide, a Back-Up Certification to the Certifying Person
pursuant to this Section 3.27(k) with respect to the period of time that the
Servicer or the Trustee was subject to this Agreement. The Servicer or the
Subservicer will be entitled to rely upon a certification of any Subcontractor
not affiliated with the Servicer or Subservicer.

          (l) The Servicer agrees to furnish promptly to the Trustee, from time
to time upon reasonable request, such further information and reports within its
control related to this Agreement and the Mortgage Loans as the Depositor
reasonably deems appropriate to prepare and file all necessary reports with the
Securities and Exchange Commission. The Trustee shall have no responsibility to
file any items with the Securities and Exchange Commission other than those
specified in this section and the Servicer shall execute any and all Form 10-Ds,
8-Ks and 10-Ks required hereunder.

          (m) On or prior to January 30 of the first year in which the Trustee
is able to do so under applicable law, the Trustee shall prepare and file a Form
15 Suspension Notification relating to the automatic suspension of reporting in
respect of the Issuing Entity under the Exchange Act.

          (n) In the event that the Trustee is unable to timely file with the
Securities and Exchange Commission all or any required portion of any Form 8-K,
10-D or 10-K required to be filed


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by this Agreement because required disclosure information was either not
delivered to it or delivered to it after the delivery deadlines set forth in
this Agreement or for any other reason, the Trustee will promptly notify the
Depositor and the Servicer of such inability to make a timely filing with the
Securities and Exchange Commission. In the case of Form 10-D and 10-K, the
Depositor and Trustee will cooperate to prepare and file a Form 12b-25 and a
10-DA and 10KA, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In
the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K
Disclosure Information and upon the approval and direction of the Depositor,
include such disclosure information on the next succeeding Form 10-D to be filed
for the Issuing Entity. In the event that any previously filed Form 8-K, 10-D or
10-K needs to be amended, the Trustee will notify the Depositor and the
Servicer, and such parties agree to cooperate to prepare any necessary 8-K/A,
10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or
10-K shall be signed by a senior officer of the Servicer upon receipt by the
Servicer of notice that any such forms are acceptable to the Depositor. The
Depositor and Servicer acknowledge that the performance by the Trustee of its
duties under this Section 3.27 related to the timely preparation, arrangement
for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K,
10-D or 10-K is contingent upon the Servicer and the Depositor performing their
duties under this Section. The Trustee shall have no liability for any loss,
expense, damage or claim arising out of or with respect to any failure to
properly prepare, arrange for execution and/or timely file any such Form 15,
Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure
results from the Trustee's inability or failure to receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange for
execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D
or 10-K.

          (o) The obligations set forth in paragraphs (a) through (n) of this
Section 3.27 shall only apply with respect to periods for which reports are
required to be filed with respect to the Issuing Entity under the Exchange Act.
On or prior to January 30 of the first year in which the Trustee is able to do
so under applicable law, the Trustee shall file a Form 15 Suspension
Notification with respect to the Issuing Entity. As of the beginning of any
fiscal year after the filing of a Form 15 Suspension Notification, if the number
of Certificateholders of record exceeds the number set forth in Section 15(d) of
the Exchange Act or the regulations promulgated pursuant thereto which would
cause the Issuing Entity to again become subject to the reporting requirements
of the Exchange Act, the Trustee, solely at the Depositor's prior written
direction and expense, shall recommence preparing and filing reports on Form
10-K, 8-K and 10-D as required pursuant to this Section 3.27 and the parties
hereto shall again have the obligations set forth in this Section; provided that
if the Trustee re-commences the preparing and filing of Exchange Act reports, it
may, as soon as permitted by the Exchange Act, file another Form 15 Suspension
Notification.

          (p) The Trustee shall indemnify and hold harmless the Depositor, the
Servicer and their respective officers, directors, agents and Affiliates from
and against any losses, damages, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach by the Trustee or any of its officers, directors, agents or
Affiliates of its obligations under Sections 3.18 and 3.27, any material
misstatement or omission in any documents prepared thereunder (to the extent the
Trustee is responsible for providing information or calculating amounts included
in such information), the failure of the Trustee to deliver when required any
Assessment of Compliance or Accountant's Attestation required of it pursuant to
Section 3.18, or any material misstatement or omission contained in any
Assessment of Compliance or Accountant's Attestation provided on its behalf
pursuant to Section 3.18, or the negligence, bad faith or willful misconduct of
the Trustee in connection therewith. If the indemnification provided for herein
is unavailable or insufficient to hold harmless the indemnified parties, then
the Trustee agrees that it shall contribute to the amount paid or payable by the
indemnified parties as a result of the losses, claims, damages or liabilities of
the indemnified parties in such proportion as is appropriate to reflect the
relative fault of the Trustee on the one hand and of the indemnified parties on
the other.


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          (q) The Servicer shall indemnify and hold harmless the Trustee and its
officers, directors and Affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of the Servicer's
failure to sign and deliver either the certification or the Form 10-K within the
time frame provided in this Section 3.27, other than any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of the Trustee's
breach of its obligations under this Agreement. If the indemnification provided
for herein is unavailable or insufficient to hold harmless the Trustee and its
officers, directors and Affiliates, then the Servicer shall contribute to the
amount paid or payable by the Trustee, its officers, directors or Affiliates as
a result of the losses, claims, damages or liabilities of the Trustee, its
officers, directors or Affiliates in such proportion as is appropriate to
reflect the relative fault of the Trustee and its officers, directors and
Affiliate on the one hand and the Servicer on the other.

          (r) If the Securities and Exchange Commission issues additional
interpretative guidance or promulgates additional rules or regulations with
respect to Regulation AB or otherwise, or if other changes in applicable law
occur, that would require the reporting arrangements, or the allocation of
responsibilities with respect thereto, described in this Section 3.27, to be
conducted differently than as described, the Depositor, the Servicer, and the
Trustee will reasonably cooperate to amend the provisions of this Section 3.27
in order to comply with such amended reporting requirements and such amendment
of this Section 3.27. Any such amendment shall be made in accordance with the
first paragraph of Section 10.01 without the consent of the Certificateholders
and without the requirement to deliver notice in writing to the Depositor, the
Servicer and the Trustee from the Rating Agencies that such action will not
result in the reduction or withdrawal of the rating of any outstanding Class of
Certificates with respect to which it is a Rating Agency. Such Amendment may
result in the reduction of the reports filed by the Trustee on behalf of the
Trust under the Exchange Act. Notwithstanding the foregoing, none of the
Depositor, the Servicer and the Trustee shall be obligated to enter into any
amendment pursuant to this Section 3.27 that adversely affects its obligations
and immunities under this Agreement.

          (s) The Depositor, the Servicer and the Trustee agree to use their
good faith efforts to cooperate in complying with the requirements of this
Section 3.27.

          (t) Upon any filing with the Securities and Exchange Commission, the
Trustee shall promptly deliver to the Depositor and the Servicer a copy of any
such executed report, statement or information.

          (u) Any notice required to be delivered by the Trustee to the
Depositor or the Servicer pursuant to this Section 3.27, the Trustee may deliver
such notice, notwithstanding any contrary provision in Section 10.05 (i) to the
Depositor via facsimile to (212) 449-2357, via email to alan_chan@ml.com or
telephonically by calling Alan Chan at (212) 449-1000, and (ii) to the Servicer
via facsimile to (713) 960-0539, via email to elizabeth.folk@litton.c-bass.com
or telephonically by calling Elizabeth Folk at (713)966-8966.

                                   ARTICLE IV

                                  DISTRIBUTIONS

     SECTION 4.01. Advances.


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          (a) Subject to the conditions of this Article IV, the Servicer, as
required below, shall make an Advance and deposit such Advance in the Collection
Account. Each such Advance shall be remitted to the Collection Account no later
than 1:00 p.m. Eastern time on the Servicer Advance Date in immediately
available funds. The Servicer shall be obligated to make any such Advance only
to the extent that such advance would not be a Non-Recoverable Advance. If the
Servicer shall have determined that it has made a Non-Recoverable Advance or
that a proposed Advance or a lesser portion of such Advance would constitute a
Non-Recoverable Advance, the Servicer shall deliver (i) to the Trustee for the
benefit of the Certificateholders, funds constituting the remaining portion of
such Advance, if applicable, and (ii) to the Depositor, the NIMs Insurer and the
Trustee an Officer's Certificate setting forth the basis for such determination.
The Servicer may, in its sole discretion, make an Advance with respect to the
principal portion of the final Scheduled Payment on a Balloon Loan, but the
Servicer is under no obligation to do so; provided, however, that nothing in
this sentence shall affect the Servicer's obligation under this Section 4.01 to
advance the interest portion of the final Scheduled Payment with respect to a
Balloon Loan as if such Balloon Loan were a fully amortizing Mortgage Loan. If a
Mortgagor does not pay its final Scheduled Payment on a Balloon Loan when due,
the Servicer shall Advance (unless it determines in its good faith judgment that
such amounts would constitute a Non-Recoverable Advance) a full month of
interest (net of the Servicing Fee) on the Stated Principal Balance thereof each
month until its Stated Principal Balance is reduced to zero.

     In lieu of making all or a portion of such Advance from its own funds, the
Servicer may (i) cause to be made an appropriate entry in its records relating
to the Collection Account that any amount held for future distribution has been
used by the Servicer in discharge of its obligation to make any such Advance and
(ii) transfer such funds from the Collection Account to the Certificate Account.
In addition, the Servicer shall have the right to reimburse itself for any such
Advance from amounts held from time to time in the Collection Account to the
extent such amounts are not then required to be distributed. Any funds so
applied and transferred pursuant to the previous two sentences shall be replaced
by the Servicer by deposit in the Collection Account no later than the close of
business on the Servicer Advance Date on which such funds are required to be
distributed pursuant to this Agreement. The Servicer shall be entitled to be
reimbursed from the Collection Account for all Advances of its own funds made
pursuant to this Section as provided in Section 3.08. The obligation to make
Advances with respect to any Mortgage Loan shall continue until the earlier of
(i) the date such Mortgage Loan is paid in full, (ii) the date the related
Mortgaged Property (or stock allocated to a dwelling unit, in the case of a
Co-op Loan) or related REO Property has been liquidated or until the purchase or
repurchase thereof (or substitution therefor) from the Trust Fund pursuant to
any applicable provision of this Agreement, except as otherwise provided in this
Section 4.01, or (iii) the date on which such Mortgage Loan becomes 150 days
delinquent as set forth below.

          (b) Notwithstanding anything in this Agreement to the contrary
(including, but not limited to, Sections 3.01 and 4.01(a) hereof), no Advance or
Servicing Advance shall be required to be made hereunder by the Servicer (or,
including for the avoidance of doubt, the Trustee as successor servicer) if such
Advance or Servicing Advance would, if made, constitute a Non-Recoverable
Advance or a Non-Recoverable Servicing Advance. The determination by the
Servicer that it has made a Non-Recoverable Advance or a Non-Recoverable
Servicing Advance or that any proposed Advance or Servicing Advance, if made,
would constitute a Non-Recoverable Advance or a Non-Recoverable Servicing
Advance, respectively, shall be evidenced by an Officer's Certificate of the
Servicer delivered to the Depositor and the Trustee. In addition, the Servicer
shall not be required to advance any Relief Act Shortfalls. The Servicer will
not make any Advances of principal on REO Properties.

          (c) Notwithstanding the foregoing, the Servicer shall not be required
to make any Advances for any Mortgage Loan after such Mortgage Loan becomes 150
days delinquent. The


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Servicer shall identify such delinquent Mortgage Loans in the delinquency
reports to be furnished by the Servicer to the Trustee pursuant to Section 3.24.

     SECTION 4.02. Reduction of Servicing Compensation in Connection with
Prepayment Interest Shortfalls.

     In the event that any Mortgage Loan is the subject of a Prepayment Interest
Shortfall resulting from a Principal Prepayment in full, the Servicer shall,
from amounts in respect of the Servicing Fee for such Distribution Date, deposit
into the Collection Account, as a reduction of the Servicing Fee for such
Distribution Date, no later than the Servicer Advance Date immediately preceding
such Distribution Date, an amount up to the Prepayment Interest Shortfall;
provided that the amount so deposited with respect to any Distribution Date
shall be limited to one half of the product of (x) one-twelfth of 0.50% and (y)
the aggregate Stated Principal Balance of the Mortgage Loans. In case of such
deposit, the Servicer shall not be entitled to any recovery or reimbursement
from the Depositor, the Trustee, the Issuing Entity or the Certificateholders.
With respect to any Distribution Date, to the extent that the Prepayment
Interest Shortfall exceeds Compensating Interest (such excess, a "Non-Supported
Interest Shortfall"), such Non-Supported Interest Shortfall shall reduce the
Current Interest with respect to each Class of Certificates, pro rata, based
upon the amount of interest each such Class would otherwise be entitled to
receive on such Distribution Date. Notwithstanding the foregoing, there shall be
no reduction of the Servicing Fee in connection with Prepayment Interest
Shortfalls relating to the Relief Act and the Servicer shall not be obligated to
pay Compensating Interest with respect to Prepayment Interest Shortfalls related
to the Relief Act.

     SECTION 4.03. Distributions on the REMIC Interests.

     On each Distribution Date, amounts on deposit in the Certificate Account
shall be treated for federal income tax purposes as applied to distributions on
the interests in each of the SWAP REMIC and the Lower Tier REMIC in an amount
sufficient to make the distributions on the respective Certificates on such
Distribution Date in accordance with the provisions of Section 4.04.

     SECTION 4.04. Distributions.

          (a) [RESERVED]

          (b) On each Distribution Date (or on the Business Day prior to such
Distribution Date, with respect to payments to the Supplemental Interest Trust),
the Trustee shall, to the extent of funds then available, make the following
distributions from funds then available in the Certificate Account, of an amount
equal to the Interest Funds, in the following order of priority:

               (i) to the Class P Certificates, an amount equal to any
Prepayment Charges received with respect to the Mortgage Loans and all amounts
paid by the Servicer, the Sponsor or the Transferor in respect of Prepayment
Charges pursuant to this Agreement or the Transfer Agreement, as applicable, and
all amounts received in respect of any indemnification paid as a result of a
Prepayment Charge being unenforceable in breach of the representations and
warranties set forth in the Sale Agreement or the Transfer Agreement for the
related Prepayment Period;

               (ii) to the Supplemental Interest Trust, any Net Swap Payments
owed to the Swap Counterparty;

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


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               (iv) concurrently, to each class of the Class A Certificates, the
Current Interest and any Interest Carry Forward Amount with respect to each such
class; provided, however, that if Interest Funds are insufficient to make a full
distribution of the aggregate Current Interest and the aggregate Interest Carry
Forward Amount to the Class A Certificates, Interest Funds will be distributed
pro rata among each class of the Class A Certificates based upon the ratio of
(x) the Current Interest and Interest Carry Forward Amount for each class of the
Class A Certificates to (y) the total amount of Current Interest and any
Interest Carry Forward Amount for the Class A-1, Class A-2 and Class R
Certificates in the aggregate;

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

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

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

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

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

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

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

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

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

               (xiv) any remainder pursuant to Section 4.04(f) hereof.

     On each Distribution Date, subject to the proviso in (iv) above, Interest
Funds received on the Group One Mortgage Loans will be deemed to be distributed
to the Class R and Class A-1 Certificates and Interest Funds received on the
Group Two Mortgage Loans will be deemed to be distributed to the Class A-2
Certificates, in each case, until the related Current Interest and Interest
Carry Forward Amount of each such class of Certificates for such Distribution
Date has been paid in full. Thereafter, Interest Funds not required for such
distributions are available to be applied to if necessary, to the class or
classes of Certificates that are not related to such group of Mortgage Loans.

          (c) [RESERVED]

          (d) On each Distribution Date (or on the Business Day prior to such
Distribution Date, with respect to payments to the Supplemental Interest Trust),
the Trustee shall, to the extent of funds then available, make the following
distributions from the Certificate Account of an amount equal


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<PAGE>

to the Principal Distribution Amount in the following order of priority, and
each such distribution shall be made only after all distributions pursuant to
Section 4.04(b) above shall have been made until such amount shall have been
fully distributed for such Distribution Date:

               (i) to the Supplemental Interest Trust, any Net Swap Payments
owed to the Swap Counterparty;

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

               (iii) to the Class A Certificates, the Class A Principal
Distribution Amount shall be distributed as follows:

                    (a) the Group One Principal Distribution Amount shall be
     distributed as follows: (I) if a Class A-1 Trigger Event is not in effect,
     first, to the Class R Certificate until its Certificate Principal Balance
     has been reduced to zero, and second, pro rata to the Class A-1A and Class
     A-1B Certificates, based on their respective Certificate Principal
     Balances, until the Certificate Principal Balance of each such Class has
     been reduced to zero and (II) if a Class A-1 Trigger Event is in effect,
     sequentially to the Class R, Class A-1A and Class A-1B Certificates, until
     the Certificate Principal Balance of each such Class has been reduced to
     zero;

                    (b) the Group Two Principal Distribution Amount will be
     distributed sequentially, to the Class A-2A Certificates until the
     Certificate Principal Balance thereof has been reduced to zero, then to the
     Class A-2B Certificates until the Certificate Principal Balance thereof has
     been reduced to zero, then to the Class A-2C Certificates until the
     Certificate Principal Balance thereof has been reduced to zero and then to
     the Class A-2D Certificates until the Certificate Principal Balance thereof
     has been reduced to zero; provided, however, that on and after the
     Distribution Date on which the aggregate Certificate Principal Balance of
     the Subordinate Certificates has been reduced to zero and the Stated
     Principal Balance of the Mortgage Loans is equal to or less than the
     aggregate Certificate Principal Balance of the Class A Certificates, any
     principal distributions allocated to the Class A-2A, Class A-2B, Class A-2C
     and Class A-2D Certificates are required to be allocated pro rata, among
     such classes, based on their respective Certificate Principal Balances,
     until their Certificate Principal Balances have been reduced to zero;

               (iv) to the Class M-1 Certificates, the Class M-1 Principal
Distribution Amount;

               (v) to the Class M-2 Certificates, the Class M-2 Principal
Distribution Amount;

               (vi) to the Class M-3 Certificates, the Class M-3 Principal
Distribution Amount;

               (vii) to the Class M-4 Certificates, the Class M-4 Principal
Distribution Amount;

               (viii) to the Class M-5 Certificates, the Class M-5 Principal
Distribution Amount;


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               (ix) to the Class M-6 Certificates, the Class M-6 Principal
     Distribution Amount;

               (x) to the Class B-1 Certificates, the Class B-1 Principal
     Distribution Amount;

               (xi) to the Class B-2 Certificates, the Class B-2 Principal
     Distribution Amount;

               (xii) to the Class B-3 Certificates, the Class B-3 Principal
     Distribution Amount; and

               (xiii) any remainder pursuant to Section 4.04(f) hereof.

          (e) [RESERVED]

          (f) On each Distribution Date (or on the Business Day prior to such
Distribution Date, with respect to payments to the Supplemental Interest Trust),
the Trustee shall, to the extent of funds then available, make the following
distributions up to the following amounts from the Certificate Account of the
remainders pursuant to Section 4.04(b)(xiv) and (d)(xiii) hereof and each such
distribution shall be made only after all distributions pursuant to Sections
4.04(b) and (d) above shall have been made until such remainders shall have been
fully distributed for such Distribution Date:

               (i) to the Class A Certificates, any amounts due as described in
     the same order of priority as set forth in Section 4.04(b)(iv);

               (ii) to the Subordinate Certificates, any amounts due as
     described in the same order of priority as set forth in Section 4.04 (v)
     through (xiii);

               (iii) for distribution as part of the Principal Distribution
     Amount, the Extra Principal Distribution Amount;

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

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

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

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

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

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

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


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

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

               (xiii) to the Class A, Class M and Class B Certificates, on a pro
     rata basis, based upon outstanding Floating Rate Certificate Carryover for
     each such Class, the Floating Rate Certificate Carryover for each such
     Class; and

               (xiv) the remainder pursuant to Section 4.04(g) hereof.

          (g) on each Distribution Date (or on the Business Day prior to such
Distribution Date, with respect to payments to the Supplemental Interest Trust),
the Trustee shall allocate the remainders pursuant to Section 4.04(f)(xiv) as
follows:

               (i) to the Supplemental Interest Trust, any Defaulted Swap
Termination Payment to the extent not already paid;

               (ii) to the Class C Certificates in the following order of
priority, (I) the Class C Current Interest, (II) the Class C Interest Carry
Forward Amount, (III) as principal on the Class C Certificate until the
Certificate Principal Balance of the Class C Certificates has been reduced to
zero and (IV) the Class C Unpaid Realized Loss Amount; and

               (iii) the remainder pursuant to Section 4.04(h) hereof.

          (h) On each Distribution Date, the Trustee shall allocate the
remainder pursuant to Section 4.04(g)(iii) hereof (i) to the Trustee to
reimburse amounts or pay indemnification amounts owing to the Trustee from the
Issuing Entity pursuant to Section 6.03, (ii) to the Class C Certificates, any
amounts remaining after distribution of the Optional Termination Amount, as
applicable, pursuant to this Section 4.04 and (iii) to the Class R Certificate
and such distributions shall be made only after all preceding distributions
shall have been made until such remainder shall have been fully distributed.

          (i) On each Distribution Date, after giving effect to distributions on
such Distribution Date, the Trustee shall allocate the Applied Realized Loss
Amount for the Certificates to reduce the Certificate Principal Balances of the
Class C Certificates and the Subordinate Certificates in the following order of
priority:

               (i) to the Class C Certificates, until the Class C Certificate
     Principal Balance is reduced to zero;

               (ii) to the Class B-3 Certificates until the Class B-3
     Certificate Principal Balance is reduced to zero;

               (iii) to the Class B-2 Certificates until the Class B-2
     Certificate Principal Balance is reduced to zero;

               (iv) to the Class B-1 Certificates until the Class B-1
     Certificate Principal Balance is reduced to zero;


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<PAGE>

               (v) to the Class M-6 Certificates until the Class M-6 Certificate
     Principal Balance is reduced to zero;

               (vi) to the Class M-5 Certificates until the Class M-5
     Certificate Principal Balance is reduced to zero;

               (vii) to the Class M-4 Certificates until the Class M-4
     Certificate Principal Balance is reduced to zero;

               (viii) to the Class M-3 Certificates until the Class M-3
     Certificate Principal Balance is reduced to zero;

               (ix) to the Class M-2 Certificates until the Class M-2
     Certificate Principal Balance is reduced to zero; and

               (x) to the Class M-1 Certificates until the Class M-1 Certificate
     Principal Balance is reduced to zero.

          (j) Subject to Section 9.02 hereof respecting the final distribution,
on each Distribution Date the Trustee shall make distributions to each
Certificateholder of record on the preceding Record Date either by wire transfer
in immediately available funds to the account of such holder at a bank or other
entity having appropriate facilities therefor, if such Holder has so notified
the Trustee at least five (5) Business Days prior to the related Record Date or,
if not, by check mailed by first class mail to such Certificateholder at the
address of such holder appearing in the Certificate Register. Notwithstanding
the foregoing, but subject to Section 9.02 hereof respecting the final
distribution, distributions with respect to Certificates registered in the name
of a Depository shall be made to such Depository in immediately available funds.

     In accordance with this Agreement, the Servicer shall prepare and deliver
an electronic report (the "Remittance Report") to the Trustee (or by such other
means as the Servicer and the Trustee may agree from time to time) containing
such data and information as to permit the Trustee to prepare the Monthly
Statement to Certificateholders and make the required distributions for the
related Distribution Date. The Trustee will prepare the Monthly Report based
solely upon the information received from the Servicer.

     The Trustee shall promptly notify the NIMs Insurer of any proceeding or the
institution of any action, of which a Responsible Officer of the Trustee has
actual knowledge, seeking the avoidance as a preferential transfer under
applicable bankruptcy, insolvency, receivership or similar law (a "Preference
Claim") of any distribution made with respect to the Class C Certificates or the
Class P Certificates. Each Holder of the Class C Certificates or the Class P
Certificates, by its purchase of such Certificates and the Trustee hereby agree
that the NIMs Insurer may at any time during the continuation of any proceeding
relating to a Preference Claim direct all matters relating to such Preference
Claim, including, without limitation, (i) the direction of any appeal of any
order relating to such Preference Claim and (ii) the posting of any surety,
supersedes or performance bond pending any such appeal. In addition and without
limitation of the foregoing, the NIMs Insurer shall be subrogated to the rights
of the Trustee and each Holder of the Class C Certificates and the Class P
Certificates in the conduct of any such Preference Claim, including, without
limitation, all rights of any party to an adversary proceeding action with
respect to any court order issued in connection with any such Preference Claim;
provided, however, that the NIMs Insurer will not have any rights with respect
to any Preference Claim set forth in this paragraph unless the indenture trustee
with respect to the NIM Notes or the holder of any NIMs Notes has been required
to relinquish a distribution made on the Class C Certificates, the Class P
Certificates or the NIM Notes, as applicable, and the NIMs Insurer made a
payment in respect of such relinquished amount.


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<PAGE>

          (k) The Trustee is hereby directed by the Depositor to execute the Cap
Contracts on behalf of the Issuing Entity in the form presented to it by the
Depositor and shall have no responsibility for the contents of such Cap
Contract, including, without limitation, the representations and warranties
contained therein. Any funds payable by the Issuing Entity under the Cap
Contracts at closing shall be paid by the Depositor. Notwithstanding anything to
the contrary contained herein or in any Cap Contract, except as set forth in
Section 11 of each Cap Contract, the Issuing Entity shall not be required to
make any payments to the counterparty under any Cap Contract. Any payments
received under the terms of the related Cap Contract will be available to pay
the holders of the related Class A-1 Certificates, Class A-2 Certificates and
Subordinate Certificates up to the amount of any Floating Rate Certificate
Carryovers remaining after all other distributions required under this Section
4.04 are made on such Distribution Date, other than Floating Rate Certificate
Carryovers attributable to the fact that Applied Realized Loss Amounts are not
allocated to the Class A Certificates. Any amounts received under the terms of
any Cap Contract on a Distribution Date that are not used to pay such Floating
Rate Certificate Carryovers will be distributed to the holders of the Class C
Certificates. Payments in respect of such Floating Rate Certificate Carryovers
from proceeds of a Cap Contract shall be paid to the related Classes of Class
A-1 Certificates, Class A-2 Certificates and Subordinate Certificates, pro rata
based upon such Floating Rate Certificate Carryovers for each such class of
Class A-1 Certificates, Class A-2 Certificates and Subordinate Certificates.
Amounts received on the Class A-1 Cap Contract will only be available to make
payments on the Class A-1 Certificates, amounts received on the Class A-2 Cap
Contract will only be available to make payments on the Class A-2 Certificates,
amounts received on the Subordinate Certificates Cap Contract will only be
available to make payments on the Subordinate Certificates.

               (i) The Trustee shall establish and maintain, for the benefit of
the Issuing Entity and the Certificateholders, the Cap Contract Account. On or
prior to the related Cap Contract Termination Date, amounts, if any, received by
the Trustee for the benefit of the Trust Fund in respect of the related Cap
Contract shall be deposited by the Trustee into the Cap Contract Account and
will be used to pay Floating Rate Certificate Carryovers on the related Class
A-1 Certificates, Class A-2 Certificates and Subordinate Certificates to the
extent provided in the immediately preceding paragraph. With respect to any
Distribution Date on or prior to the related Cap Contract Termination Date, the
amount, if any, payable by the Cap Contract Counterparty under the related Cap
Contract will equal the product of (i) the excess of (x) One-Month LIBOR (as
determined by the Cap Contract Counterparty and subject to a cap equal to the
rate with respect to such Distribution Date as shown under the heading "1ML
Upper Collar" in the schedule to the related Cap Contract), over (y) the rate
with respect to such Distribution Date as shown under the heading "1ML Strike
Lower Collar" in the schedule to the related Cap Contract, (ii) an amount equal
to the lesser of (x) the related Cap Contract Notional Balance for such
Distribution Date and (y) the outstanding Certificate Principal Balance of the
related classes of Certificates and (iii) the number of days in such Accrual
Period, divided by 360. If a payment is made to the Issuing Entity under a Cap
Contract and the Trustee 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
Trustee's website pursuant to Section 4.05 hereof.

               (ii) Amounts on deposit in the Cap Contract Account will remain
uninvested pending distribution to Certificateholders.

               (iii) Each Cap Contract is scheduled to remain in effect until
the related Cap Contract Termination Date and will be subject to early
termination only in limited circumstances. Such circumstances include certain
insolvency or bankruptcy events in relation to the Cap Contract Counterparty
(after a grace period of three Local Business Days, as defined in the related
Cap Contract, after notice of such failure is received by the Cap Contract
Counterparty) to make a payment due under the related Cap Contract, the failure
by the Cap Contract Counterparty (after a cure period of 20 days after


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notice of such failure is received) to perform any other agreement made by it
under the related Cap Contract, the termination of the Trust Fund and the
related Cap Contract becoming illegal or subject to certain kinds of taxation.

          (l) On the Closing Date, the Supplemental Interest Trust shall be
established and maintained pursuant to this Agreement, as a separate trust, the
corpus of which shall be held by the Trustee for the benefit of the holders of
the Certificates as a segregated subtrust of the Trust Fund. The Supplemental
Interest Trust shall contain the Swap Account and any payments to the
Supplemental Interest Trust shall be deposited into the Swap Account. The Swap
Account shall be an Eligible Account, and funds deposited therein shall be held
separate and apart from, and shall not be commingled with, any other moneys,
including, without limitation, other moneys of the Trustee held pursuant to this
Agreement. In no event shall any funds deposited in the Swap Account be credited
to or made available to any other account of the Trust Fund. The records of the
Trustee shall at all times reflect that the Supplemental Interest Trust is a
subtrust of the Trust Fund, the assets of which are segregated from other assets
of the Trust Fund.

     The Trustee shall use reasonable efforts to enforce all of the rights of
the Supplemental Interest Trust and exercise any remedies under the Swap
Agreement and, in the event the Swap Agreement is terminated as a result of the
designation by either party thereto of an Early Termination Date (as defined in
the Swap Agreement), find a replacement counterparty to enter into a replacement
swap agreement utilizing the amounts of the net Swap Termination Payments
received.

     For each Distribution Date, through and including the Distribution Date in
March 2011, the Trustee shall, based on the Significance Estimate (which shall
be provided to the Trustee by the Depositor within five Business Days prior to
the Distribution Date), calculate the Significance Percentage of the Swap
Agreement. If on any such Distribution Date, the Significance Percentage is
equal to or greater than 9%, the Trustee shall promptly notify the Depositor and
the Depositor, on behalf of the Trustee, shall obtain the financial information
required to be delivered by the Swap Counterparty pursuant to the terms of the
Swap Agreement. If, on any succeeding Distribution Date through and including
the Distribution Date in March 2011, the Significance Percentage is equal to or
greater than 10%, the Trustee shall promptly notify the Depositor and the
Depositor shall, within five Business Days of such Distribution Date, deliver to
the Trustee the financial information provided to it by the Swap Counterparty
for inclusion in the Form 10-D relating to such Distribution Date.

     Any Swap Termination Payment received by the Trustee shall be deposited in
the Swap Account and shall be used to make any upfront payment required under a
replacement swap agreement and any upfront payment received from the
counterparty to a replacement swap agreement shall be used to pay any Swap
Termination Payment owed to the Swap Counterparty.

     Notwithstanding anything contained herein, in the event that a replacement
swap agreement cannot be obtained within 30 days after receipt by the Trustee of
the Swap Termination Payment paid by the terminated Swap Counterparty, the
Trustee shall deposit such Swap Termination Payment into a separate, segregated
non-interest bearing subtrust established by the Trustee and the Trustee shall,
on each Distribution Date following receipt of such Swap Termination Payment,
withdraw from such subtrust, an amount equal to the Net Swap Payment, if any,
that would have been paid to the Supplemental Interest Trust by the original
Swap Counterparty (computed in accordance with the original Swap Agreement) and
distribute such amount in accordance with Section 4.04(l)(i)-(x) of this
Agreement. Any such subtrust shall not be an asset of any REMIC. Any amounts
remaining in such subtrust shall be distributed to the holders of the Class C
Certificates on the Distribution Date following the earlier of (i) the
termination of the Trust Fund pursuant to Section 9.01 and (ii) March 2011.


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     On or prior to any Distribution Date, any Swap Termination Payments or Net
Swap Payments owed to the Swap Counterparty will be paid out of, or any Net Swap
Payments or Swap Termination Payments received from the Swap Counterparty will
be deposited into, the Swap Account. The Supplemental Interest Trust will not be
an asset of any REMIC. Funds in the Swap Account within the Supplemental
Interest Trust shall be distributed in the following order of priority by the
Trustee:

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

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

               (iii) to each class of the Class A Certificates, on a pro rata
basis, any Current Interest and any Interest Carry Forward Amount with respect
to such class to the extent unpaid from Interest Funds and Principal Funds in
proportion to such unpaid amounts;

               (iv) sequentially, to the Class M-1 Certificates on a pro rata
basis, the Class M-2 Certificates on a pro rata basis, the Class M-3
Certificates on a pro rata basis, the Class M-4 Certificates on a pro rata
basis, the Class M-5 Certificates on a pro rata basis, the Class M-6
Certificates on a pro rata basis, the Class B-1 Certificates on a pro rata
basis, the Class B-2 Certificates on a pro rata basis and the Class B-3
Certificates on a pro rata basis, in that order, any Current Interest for such
class to the extent unpaid from Interest Funds and Principal Funds;

               (v) to the Class A, Class M and Class B Certificates, to pay
principal as described and in the same manner and order of priority as set forth
in Sections 4.04(d)(iii) through 4.04(d)(xii) in order to restore levels of the
Overcollateralization Amount, and after giving effect to distributions from
Principal Distribution Amount for each such Class;

               (vi) sequentially, to the Class M-1 Certificates on a pro rata
basis, the Class M-2 Certificates on a pro rata basis, the Class M-3
Certificates on a pro rata basis, the Class M-4 Certificates on a pro rata
basis, the Class M-5 Certificates on a pro rata basis, the Class M-6
Certificates on a pro rata basis, the Class B-1 Certificates on a pro rata
basis, the Class B-2 Certificates on a pro rata basis and the Class B-3
Certificates on a pro rata basis, in that order, any Interest Carry Forward with
respect to such class to the extent unpaid from Interest Funds and Principal
Funds;

               (vii) sequentially, to the Class M-1 Certificates on a pro rata
basis, the Class M-2 Certificates on a pro rata basis, the Class M-3
Certificates on a pro rata basis, the Class M-4 Certificates on a pro rata
basis, the Class M-5 Certificates on a pro rata basis, the Class M-6
Certificates on a pro rata basis, the Class B-1 Certificates on a pro rata
basis, the Class B-2 Certificates on a pro rata basis and the Class B-3
Certificates on a pro rata basis, in that order, any Unpaid Realized Loss Amount
for such class to the extent unpaid from Interest Funds and Principal Funds;

               (viii) to the Class A, Class M and Class B Certificates, on a pro
rata basis, any Floating Rate Certificate Carryover to the extent not paid from
Interest Funds and Principal Funds based on the amount of such unpaid Floating
Rate Certificate Carryover;

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

               (x) to the Class C Certificates any remaining amount.


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     Notwithstanding the foregoing, however, after giving effect to proposed
distributions on any Distribution Date, the sum of the cumulative amounts
distributed pursuant to clause (v) above and the cumulative amounts distributed
pursuant to clause (vii) above shall be limited to the aggregate amount of
cumulative Realized Losses incurred from the Cut-off Date through the last day
of the related Prepayment Period.

     Upon termination of the Trust Fund, any amounts remaining in the Swap
Account within the Supplemental Interest Trust shall be distributed pursuant to
the priorities set forth in this Section 4.04(l).

     With respect to the failure of the Swap Counterparty to perform any of its
obligations under the Swap Agreement, the breach by the Swap Counterparty of any
of its representations and warranties made pursuant to the Swap Agreement, or
the termination of the Swap Agreement, the Trustee shall send any notices and
make any demands required hereunder.

     SECTION 4.05. Monthly Statements to Certificateholders.

          (a) Not later than each Distribution Date based solely on information
provided by the Servicer (which information is not required to include any
prediction of future performance as to which such report relates), the Trustee
shall prepare and make available on its website located at www.etrustee.net to
each Holder of a Class of Certificates of the Trust Fund, the Servicer, the NIMs
Insurer, the Rating Agencies and the Depositor a statement setting forth for the
Certificates:

               (i) the amount of the related distribution to Holders of each
Class allocable to principal, separately identifying (A) the aggregate amount of
any Principal Prepayments included therein, (B) the aggregate of all scheduled
payments of principal included therein, (C) the Extra Principal Distribution
Amount, if any, and (D) the aggregate amount of Prepayment Charges, if any;

               (ii) the amount of such distribution to Holders of each Class
allocable to interest, together with any Non-Supported Interest Shortfalls
allocated to each Class;

               (iii) the Certificate Principal Balance of each Class after
giving effect (i) to all distributions allocable to principal on such
Distribution Date and (ii) the allocation of any Applied Realized Loss Amounts
for such Distribution Date;

               (iv) the Pool Stated Principal Balance for such Distribution
Date;

               (v) the amount of the Servicing Fee Rate paid to or retained by
the Servicer, the amount of the Trustee Fee Rate paid to or retained by the
Trustee, and any amounts constituting reimbursement or indemnification of the
Servicer or Trustee;

               (vi) the Pass-Through Rate for each Class of Certificates for
such Distribution Date;

               (vii) the amount of Advances included in the distribution on such
Distribution Date;

               (viii) the cumulative amount of (A) Realized Losses and (B)
Applied Realized Loss Amounts to date, in the aggregate and with respect to the
Group One Mortgage Loans and Group Two Mortgage Loans;


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               (ix) the amount of (A) Realized Losses and (B) Applied Realized
Loss Amounts with respect to such Distribution Date, in the aggregate and with
respect to the Group One Mortgage Loans and Group Two Mortgage Loans;

               (x) the number and aggregate principal amounts of Mortgage Loans
(A) Delinquent (exclusive of Mortgage Loans in foreclosure) (1) 31 to 60 days,
(2) 61 to 90 days and (3) 91 or more days, and (B) in foreclosure and Delinquent
(1) 31 to 60 days, (2) 61 to 90 days and (3) 91 or more days, in each case as of
the close of business on the last day of the calendar month preceding such
Distribution Date, in the aggregate and with respect to the Group One Mortgage
Loans and Group Two Mortgage Loans;

               (xi) 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 calendar month preceding such Distribution Date and the date of
acquisition thereof, in the aggregate and with respect to the Group One Mortgage
Loans and Group Two Mortgage Loans;

               (xii) the total number and principal balance of any REO
Properties as of the close of business on the last day of the calendar month
preceding such Distribution Date, in the aggregate and with respect to the Group
One Mortgage Loans and Group Two Mortgage Loans;

               (xiii) the aggregate Stated Principal Balance of all Liquidated
Loans as of the preceding Distribution Date, in the aggregate and with respect
to the Group One Mortgage Loans and Group Two Mortgage Loans;

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

               (xv) with respect to each Class of Certificates, any Interest
Carry Forward Amount with respect to such Distribution Date for each such Class,
any Interest Carry Forward Amount paid for each such Class and any remaining
Interest Carry Forward Amount for each such Class;

               (xvi) the number and Stated Principal Balance (as of the
preceding Distribution Date) of any Mortgage Loans which were purchased or
repurchased during the preceding Due Period and since the Cut-off Date;

               (xvii) the number of Mortgage Loans for which Prepayment Charges
were received during the related Prepayment Period and, for each such Mortgage
Loan, the amount of Prepayment Charges received during the related Prepayment
Period and in the aggregate of such amounts for all such Mortgage Loans since
the Cut-off Date;

               (xviii) the amount and purpose of any withdrawal from the
Collection Account pursuant to Section 3.08(a)(viii);

               (xix) the amount of any payments to each Class of Certificates
that are treated as payments received in respect of a REMIC "regular interest"
or REMIC "residual interest" and the amount of any payments to each Class of
Certificates that are not treated as payments received in respect of a REMIC
"regular interest" or REMIC "residual interest";

               (xx) as of each Distribution Date, the amount, if any, to be
deposited in the Cap Contract Account pursuant to the related Cap Contract as
described in Section 4.04(k) and the


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amount thereof to be paid to the Class A-1 Certificates, the Class A-2
Certificates, the Subordinate Certificates and the Class C Certificates
described in Section 4.04(k) hereof;

               (xxi) as of each Distribution Date, the amount, if any, to be
deposited in the Swap Account within the Supplemental Interest Trust pursuant to
the Swap Agreement as described in Section 4.04(l) and the amount thereof to be
paid to the Certificates; and

               (xxii) any Floating Rate Certificate Carryover paid and all
Floating Rate Certificate Carryover remaining on each class of the Class A,
Class M and Class B Certificates on such Distribution Date;

               (xxiii) 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);

               (xxiv) the number of Mortgage Loans with respect to which (i) a
reduction in the Mortgage Rate has occurred or (ii) the related borrower's
obligation to repay interest on a monthly basis has been suspended or reduced
pursuant to the Servicemembers Civil Relief Act or the California Military and
Veterans Code, as amended; and the amount of interest not required to be paid
with respect to any such Mortgage Loans during the related Due Period as a
result of such reductions in the aggregate and with respect to the Group One
Mortgage Loans and the Group Two Mortgage Loans.

          (b) The Trustee will make the Monthly Statement (and, at its option,
any additional files containing the same information in an alternative format)
available each month to Certificateholders, other parties to this Agreement and
any other interested parties via the Trustee's Internet website. The Trustee's
Internet website shall initially be located at "www.etrustee.net." Parties that
are unable to use the website are entitled to have a paper copy mailed to them
via first class mail by calling the customer service desk and indicating such.
The Trustee shall have the right to change the way the monthly statements to
Certificateholders are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and the Trustee shall
provide timely and adequate notification to all above parties regarding any such
changes.

     The foregoing information and reports shall be prepared and determined by
the Trustee based on Mortgage Loan data provided to the Trustee by the Servicer
and information received by the Trustee from third parties, including the Swap
Counterparty. In preparing or furnishing the foregoing information, the Trustee
shall be entitled to rely conclusively on the accuracy of the information or
data provided to the Trustee by the Servicer or any other party and the Trustee
shall be entitled to rely conclusively upon and shall have no liability for any
errors in any such information.

     As a condition to access the Trustee's Internet website, the Trustee may
require registration and the acceptance of a disclaimer. The Trustee will not be
liable for the dissemination of information in accordance with this Agreement.

          (c) The Servicer shall deliver to the NIMs Insurer a copy of any
report delivered by the Servicer to the Trustee.

          (d) If so requested in writing within a reasonable period of time
after the end of each calendar year, the Trustee shall make available on its
website or cause to be furnished to each Person who at any time during the
calendar year was a Certificateholder of record, a statement containing the
information set forth in clauses (a)(i) without regard to subclauses (A)-(D)
thereof and (a)(ii) of this Section 4.05 aggregated for such calendar year or
applicable portion thereof during which


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<PAGE>

such Person was a Certificateholder. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code as are from time to time in effect.

          (e) Upon filing with the Internal Revenue Service, the Trustee shall
furnish to the Holders of the Class R Certificate and the NIMs Insurer each Form
1066 and each Form 1066Q and shall respond promptly to written requests made not
more frequently than quarterly by any Holder of a Class R Certificate with
respect to the following matters:

               (i) The original projected principal and interest cash flows on
the Closing Date on each Class of regular and residual interests created
hereunder and on the Mortgage Loans, based on the Prepayment Assumption;

               (ii) The projected remaining principal and interest cash flows as
of the end of any calendar quarter with respect to each Class of regular and
residual interests created hereunder and the Mortgage Loans, based on the
Prepayment Assumption;

               (iii) The Prepayment Assumption and any interest rate assumptions
used in determining the projected principal and interest cash flows described
above;

               (iv) The original issue discount (or, in the case of the Mortgage
Loans, market discount) or premium accrued or amortized through the end of such
calendar quarter with respect to each Class of regular or residual interests
created hereunder and to the Mortgage Loans, together with each constant yield
to maturity used in computing the same;

               (v) The treatment of losses realized with respect to the Mortgage
Loans or the regular interests created hereunder, including the timing and
amount of any cancellation of indebtedness income of the REMICs with respect to
such regular interests or bad debt deductions claimed with respect to the
Mortgage Loans;

               (vi) The amount and timing of any non-interest expenses of the
REMICs; and

               (vii) Any taxes (including penalties and interest) imposed on the
REMICs, including, without limitation, taxes on "prohibited transactions,"
"contributions" or "net income from foreclosure property" or state or local
income or franchise taxes.

     The information pursuant to clauses (i), (ii), (iii) and (iv) above shall
be provided by the Depositor pursuant to Section 8.12.

                                    ARTICLE V

                                THE CERTIFICATES

     SECTION 5.01. The Certificates.

     The Certificates shall be substantially in the forms attached hereto as
exhibits. The Certificates shall be issuable in registered form, in the minimum
dollar denominations, integral dollar multiples in excess thereof (except that
one Certificate of each Class may be issued in a different amount which must be
in excess of the applicable minimum dollar denomination) and aggregate dollar
denominations as set forth in the following table:


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<TABLE>
<CAPTION>
           Minimum     Integral Multiples in   Original Certificate
Class   Denomination     Excess of Minimum       Principal Balance
-----   ------------   ---------------------   --------------------
<S>     <C>            <C>                     <C>
A-1A     $25,000.00            $1.00               $110,953,000
A-1B     $25,000.00            $1.00                $27,738,000
A-2A     $25,000.00            $1.00               $101,947,000
A-2B     $25,000.00            $1.00                $47,531,000
A-2C     $25,000.00            $1.00                $58,172,000
A-2D     $25,000.00            $1.00                $25,593,000
M-1      $25,000.00            $1.00                $16,499,000
M-2      $25,000.00            $1.00                $14,849,000
M-3      $25,000.00            $1.00                 $8,721,000
M-4      $25,000.00            $1.00                 $8,014,000
M-5      $25,000.00            $1.00                 $7,542,000
M-6      $25,000.00            $1.00                 $6,835,000
B-1      $25,000.00            $1.00                 $6,835,000
B-2      $25,000.00            $1.00                 $5,892,000
B-3      $25,000.00            $1.00                 $4,950,000
C            (1)                (1)                    100%
R          $100.00              N/A                   $100.00
P            (2)                (2)                     (2)
</TABLE>

----------
(1)  The Class C Certificates shall not have minimum dollar denominations or
     certificate notional amounts and shall be issued in a minimum percentage
     interest of 10%.

(2)  The Class P Certificates shall not have minimum dollar denominations or
     Certificate Principal Balances and shall be issued in a minimum percentage
     interest of 100%.

     The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer. Certificates bearing the manual
or facsimile signatures of individuals who were, at the time when such
signatures were affixed, authorized to sign on behalf of the Trustee shall bind
the Trust Fund, notwithstanding that such individuals or any of them have ceased
to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such authentication and
delivery. No Certificate shall be entitled to any benefit under this Agreement,
or be valid for any purpose, unless there appears on such Certificate a
certificate of authentication substantially in the form set forth as attached
hereto executed by the Authenticating Agent by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication. On the Closing Date, the Authenticating Agent shall authenticate
the Certificates to be issued at the written direction of the Depositor, or any
Affiliate thereof.

     SECTION 5.02. Certificate Register; Registration of Transfer and Exchange
of Certificates.

          (a) The Trustee shall maintain, or cause to be maintained in
accordance with the provisions of Section 5.09 hereof, a Certificate Register
for the Trust Fund in which, subject to the provisions of subsections (b) and
(c) below and to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of Transfers and
exchanges of Certificates as herein provided. Upon surrender for registration of
Transfer of any Certificate, the Authenticating Agent shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of the same Class and of like aggregate Percentage Interest.

     At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest upon


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<PAGE>

surrender of the Certificates to be exchanged at the office or agency of the
Trustee. Whenever any Certificates are so surrendered for exchange, the Trustee
shall execute and the Authenticating Agent shall authenticate and deliver the
Certificates that the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for registration of Transfer
or exchange shall be accompanied by a written instrument of Transfer in form
satisfactory to the Trustee duly executed by the holder thereof or his attorney
duly authorized in writing.

     No service charge to the Certificateholders shall be made for any
registration of Transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any Transfer or exchange of Certificates may be required. All
Certificates surrendered for registration of Transfer or exchange shall be
canceled and subsequently destroyed by a Trustee in accordance with such
Trustee's customary procedures.

          (b) No Transfer of a Class C or Class P Certificate shall be made
unless such Transfer is made pursuant to an effective registration statement
under the Securities Act and any applicable state securities laws or is exempt
from the registration requirements under the Securities Act and such state
securities laws. In the event that a Transfer is to be made in reliance upon an
exemption from the Securities Act and such laws, in order to assure compliance
with the Securities Act and such laws, the Certificateholder desiring to effect
such Transfer and such Certificateholder's prospective transferee shall (except
with respect to the initial transfer of a Class C or Class P Certificate by
Merrill Lynch & Co. or, in connection with a transfer of a Class C or Class P
Certificate to the indenture trustee under an Indenture pursuant to which NIM
Notes are issued, whether or not such notes are guaranteed by the NIMs Insurer)
each certify to the Trustee in writing the facts surrounding the Transfer in
substantially the form set forth in Exhibit F (the "Transferor Certificate") and
(i) deliver a letter in substantially the form of either Exhibit G (the
"Investment Letter") or Exhibit H (the "Rule 144A Letter") or (ii) there shall
be delivered to the Trustee an Opinion of Counsel that such Transfer may be made
pursuant to an exemption from the Securities Act, which Opinion of Counsel shall
not be an expense of the Depositor or the Trustee. The Depositor shall provide
to any Holder of a Class C or Class P Certificate and any prospective transferee
designated by any such Holder, information regarding the related Certificates
and the Mortgage Loans and such other information as shall be necessary to
satisfy the condition to eligibility set forth in Rule 144A(d)(4) for Transfer
of any such Certificate without registration thereof under the Securities Act
pursuant to the registration exemption provided by Rule 144A. The Trustee shall
cooperate with the Depositor in providing the Rule 144A information referenced
in the preceding sentence, including providing to the Depositor such information
in the possession of the Trustee regarding the Certificates, the Mortgage Loans
and other matters regarding the Trust Fund as the Depositor shall reasonably
request to meet its obligation under the preceding sentence. Each Holder of a
Class C or Class P Certificate desiring to effect such Transfer shall, and does
hereby agree to, indemnify the Depositor and the Trustee against any liability
that may result if the Transfer is not so exempt or is not made in accordance
with such federal and state laws.

     No transfer of a Certificate that is neither an ERISA Restricted
Certificate nor a Class R Certificate shall be registered unless the transferee
provides the Trustee with a representation that either (i) such transferee is
not, and is not acting for, on behalf of or with any assets of, an employee
benefit plan or other arrangement subject to Title I of ERISA or plan subject to
Section 4975 of the Code, or (ii) until the termination of the Swap Agreement,
the acquisition and holding of the Certificate are eligible for exemptive relief
under Prohibited Transaction Class Exemption ("PTCE") 84-14, PTCE 90-1, PTCE
91-38, PTCE 95-60 or PTCE 96-23.

     No transfer of an ERISA-Restricted Certificate or Class R Certificate shall
be made to any Person unless the Trustee has received (I) a representation that
such transferee is not an employee benefit plan subject to Title I of ERISA, a
plan subject to Section 4975 of the Code or a plan subject to any state,


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<PAGE>

local, federal, non-U.S. or other law substantively similar to the foregoing
provisions of ERISA or the Code ("Similar Law") (collectively, a "Plan"), and is
not directly or indirectly acquiring such Certificate for, on behalf of, or with
any assets of any such Plan, or (II) solely in the case of an ERISA-Restricted
Certificate, (A) if the Certificate has been the subject of an ERISA-Qualifying
Underwriting, a representation that such Person is an insurance company that is
acquiring the Certificate with assets contained in an "insurance company general
account," as defined in Section V(e) of Prohibited Transaction Class Exemption
("PTCE") 95-60, and the acquisition and holding of the Certificate are covered
and exempt under Sections I and III of PTCE 95-60, or (B) solely in the case of
an ERISA Restricted Certificate that is a Definitive Certificate, an Opinion of
Counsel satisfactory to the Trustee, and upon which the Trustee and the NIMs
Insurer shall be entitled to rely, to the effect that the acquisition and
holding of such Certificate will not constitute or result in a nonexempt
prohibited transaction under Title I of ERISA or Section 4975 of the Code, or a
violation of Similar Law, and will not subject the Trustee, the Servicer, the
NIMs Insurer or the Depositor to any obligation in addition to those expressly
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trustee, the Servicer, the NIMs Insurer or the Depositor.

     For purposes of the two immediately preceding paragraphs of this Subsection
5.02(b), other than clause (II)(B) in the immediately preceding paragraph, the
representations as set forth therein shall be deemed to have been made to the
Trustee by the transferee's acceptance of the Certificate (or the acceptance by
a Certificate Owner of the beneficial interest in the Certificate).

     Notwithstanding any other provision herein to the contrary, any purported
transfer of a Certificate to or on behalf of a Plan without the delivery to the
Trustee of a representation or an Opinion of Counsel satisfactory to the Trustee
as described above shall be void and of no effect. The Trustee shall not be
under any liability to any Person for any registration or transfer of any
Certificate that is in fact not permitted by this Section 5.02(b), nor shall the
Trustee be under any liability for making any payments due on such Certificate
to the Holder thereof or taking any other action with respect to such Holder
under the provisions of this Agreement so long as the transfer was registered by
the Trustee in accordance with the foregoing requirements. The Trustee shall be
entitled, but not obligated, to recover from any Holder of any Certificate that
was in fact a Plan and that held such Certificate in violation of this Section
5.02(b) all payments made on such Certificate at and after the time it commenced
such holding. Any such payments so recovered shall be paid and delivered to the
last preceding Holder of such Certificate that is not a Plan.

          (c) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Class R
Certificate are expressly subject to the following provisions:

               (i) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall promptly notify
the Trustee of any change or impending change in its status as a Permitted
Transferee.

               (ii) No Ownership Interest in a Class R Certificate may be
purchased, transferred or sold, directly or indirectly, except in accordance
with the provisions hereof. No Ownership Interest in a Class R Certificate may
be registered on the Closing Date or thereafter transferred, and the Trustee
shall not register the Transfer of any Class R Certificate unless, in addition
to the certificates required to be delivered to the Trustee under subparagraph
(b) above, the Trustee shall have been furnished with an affidavit (a "Transfer
Affidavit") of the initial owner or the proposed transferee in the form attached
hereto as Exhibit E-1 and an affidavit of the proposed transferor in the form
attached hereto as Exhibit E-2. In the absence of a contrary instruction from
the transferor of a Class R Certificate,


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<PAGE>

declaration (11) in Appendix A of the Transfer Affidavit may be left blank. If
the transferor requests by written notice to the Trustee prior to the date of
the proposed transfer that one of the two other forms of declaration (11) in
Appendix A of the Transfer Affidavit be used, then the requirements of this
Section 5.02(c)(ii) shall not have been satisfied unless the Transfer Affidavit
includes such other form of declaration.

               (iii) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any
other Person to whom such Person attempts to Transfer its Ownership Interest in
a Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for
whom such Person is acting as nominee, trustee or agent in connection with any
Transfer of a Class R Certificate and (C) not to Transfer its Ownership Interest
in a Class R Certificate or to cause the Transfer of an Ownership Interest in a
Class R Certificate to any other Person if it has actual knowledge that such
Person is not a Permitted Transferee. Further, no transfer, sale or other
disposition of any Ownership Interest in a Class R Certificate may be made to a
person who is not a U.S. Person (within the meaning of Section 7701 of the Code)
unless such person furnishes the transferor and the Trustee with a duly
completed and effective Internal Revenue Service Form W-8ECI (or any successor
thereto) and the Trustee consents to such transfer, sale or other disposition in
writing.

               (iv) Any attempted or purported Transfer of any Ownership
Interest in a Class R Certificate in violation of the provisions of this Section
5.02(c) shall be absolutely null and void and shall vest no rights in the
purported Transferee. If any purported transferee shall become a Holder of a
Class R Certificate in violation of the provisions of this Section 5.02(c), then
the last preceding Permitted Transferee shall be restored to all rights as
Holder thereof retroactive to the date of registration of Transfer of such Class
R Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact not permitted
by Section 5.02(b) and this Section 5.02(c) or for making any payments due on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement so long as the Transfer
was registered after receipt of the related Transfer Affidavit. The Trustee
shall be entitled but not obligated to recover from any Holder of a Class R
Certificate that was in fact not a Permitted Transferee at the time it became a
Holder or, at such subsequent time as it became other than a Permitted
Transferee, all payments made on such Class R Certificate at and after either
such time. Any such payments so recovered by the Trustee shall be paid and
delivered by the Trustee to the last preceding Permitted Transferee of such
Certificate.

               (v) At the option of the Holder of the Class R Certificate, the
Class SWR Interest, the Class LTR Interest and the residual interest in the
Upper Tier REMIC may be severed and represented by separate certificates (with
the certificate that represents the Residual Interest also representing all
rights of the Class R Certificate to distributions attributable to an interest
rate on the Class R Certificate in excess of the REMIC Pass-Through Rate);
provided, however, that such separate certification may not occur until the
Trustee and the NIMs Insurer receive an Opinion of Counsel to the effect that
separate certification in the form and manner proposed would not result in the
imposition of federal tax upon the Trust Fund or any of the REMICs provided for
herein or cause any of the REMICs provided for herein to fail to qualify as a
REMIC; and provided further, that the provisions of Sections 5.02(b) and (c)
will apply to each such separate certificate as if the separate certificate were
a Class R Certificate. If, as evidenced by an Opinion of Counsel, it is
necessary to preserve the REMIC status of any of the REMICs provided for herein,
the Class SWR Interest, the Class LTR Interest and the residual interest in the
Upper Tier REMIC shall be severed and represented by separate Certificates (with
the certificate that represents the Residual Interest also representing all
rights of the Class R Certificate to distributions attributable to an interest
rate on the Class R Certificate in excess of the REMIC Pass-Through Rate).


                                       124
<PAGE>

     The restrictions on Transfers of a Class R Certificate set forth in this
Section 5.02(c) shall cease to apply (and the applicable portions of the legend
on a Class R Certificate may be deleted) with respect to Transfers occurring
after delivery to the Trustee and the NIMs Insurer of an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trustee, the NIMs
Insurer or the Depositor, to the effect that the elimination of such
restrictions will not cause any of the REMICs provided for herein to fail to
qualify as a REMIC at any time that the Certificates are outstanding or result
in the imposition of any tax on the Trust Fund, any REMIC provided for herein, a
Certificateholder or another Person. Each Person holding or acquiring any
Ownership Interest in a Class R Certificate hereby consents to any amendment of
this Agreement that, based on an Opinion of Counsel furnished to the Trustee, is
reasonably necessary (a) to ensure that the record ownership of, or any
beneficial interest in, a Class R Certificate is not transferred, directly or
indirectly, to a Person that is not a Permitted Transferee and (b) to provide
for a means to compel the Transfer of a Class R Certificate that is held by a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.

          (d) The transferor of the Class R Certificate shall notify the Trustee
in writing upon the transfer of the Class R Certificate.

          (e) The preparation and delivery of all certificates, opinions and
other writings referred to above in this Section 5.02 shall not be an expense of
the Issuing Entity, the Depositor or the Trustee.

     SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.

     If (a) any mutilated Certificate is surrendered to the Trustee or the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate and of the ownership thereof and (b) there is delivered to
the Trustee such security or indemnity as may be required by them to save each
of them harmless, then, in the absence of notice to the Trustee that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
Class, tenor and Percentage Interest. In connection with the issuance of any new
Certificate under this Section 5.03, the Trustee may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of
the Trustee and their counsel) connected therewith. Any replacement Certificate
issued pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership in the Issuing Entity, as if originally issued, whether or
not the lost, stolen or destroyed Certificate shall be found at any time. All
Certificates surrendered to the Trustee under the terms of this Section 5.03
shall be canceled and destroyed by the Trustee in accordance with its standard
procedures without liability on its part.

     SECTION 5.04. Persons Deemed Owners.

     The NIMs Insurer, the Trustee and any agent of the NIMs Insurer or the
Trustee may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided
in this Agreement and for all other purposes whatsoever, and neither the NIMs
Insurer nor the Trustee, nor any agent of the NIMs Insurer or the Trustee, shall
be affected by any notice to the contrary.

     SECTION 5.05. Access to List of Certificateholders' Names and Addresses.

     If three or more Certificateholders (a) request such information in writing
from the Trustee, (b) state that such Certificateholders desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates, and (c) provide a copy of the communication that


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such Certificateholders propose to transmit or if the NIMs Insurer or the
Depositor shall request such information in writing from the Trustee, then the
Trustee shall, within ten Business Days after the receipt of such request,
provide the NIMs Insurer or the Depositor or such Certificateholders at such
recipients' expense the most recent list of the Certificateholders of the Trust
Fund held by the Trustee, if any. The Depositor and every Certificateholder, by
receiving and holding a Certificate, agree that the Trustee shall not be held
accountable by reason of the disclosure of any such information as to the list
of the Certificateholders hereunder, regardless of the source from which such
information was derived.

     SECTION 5.06. Book-Entry Certificates.

     The Regular Certificates, upon original issuance, shall be issued in the
form of one or more typewritten Certificates representing the Book-Entry
Certificates, to be delivered to the Depository by or on behalf of the
Depositor. The Class C, Class P and Class R Certificates shall be definitive
certificates. The Book-Entry Certificates shall initially be registered on the
Certificate Register in the name of the Depository or its nominee, and no
Certificate Owner of a Book-Entry Certificate will receive a definitive
certificate representing such Certificate Owner's interest in such Certificates,
except as provided in Section 5.08. Unless and until definitive, fully
registered Certificates ("Definitive Certificates") have been issued to the
Certificate Owners of the Book-Entry Certificates pursuant to Section 5.08:

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

          (b) the Depositor, the NIMs Insurer and the Trustee may deal with the
Depository and the Depository Participants for all purposes (including the
making of distributions) as the authorized representative of the respective
Certificate Owners of the Book-Entry Certificates;

          (c) registration of the Book-Entry Certificates may not be transferred
by the Trustee except to another Depository;

          (d) the rights of the respective Certificate Owners of the Book-Entry
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to those established by law and agreements
between the Owners of the Book-Entry Certificates and the Depository and/or the
Depository Participants. Pursuant to the Depository Agreement, unless and until
Definitive Certificates are issued pursuant to Section 5.08, the Depository will
make book-entry transfers among the Depository Participants and receive and
transmit distributions of principal and interest on the related Certificates to
such Depository Participants;

          (e) the Depository may collect its usual and customary fees, charges
and expenses from its Depository Participants;

          (f) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants; and

          (g) to the extent that the provisions of this Section conflict with
any other provisions of this Agreement, the provisions of this Section shall
control.

     For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Certificateholders
evidencing a specified percentage of the aggregate unpaid principal amount of
any Class of Certificates, such direction or consent may be given by Certificate
Owners (acting through the Depository and the Depository Participants) owning
Book-Entry Certificates evidencing the requisite percentage of principal amount
of such Class of Certificates.


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     In the event that Definitive Certificates are issued pursuant to Section
5.08(b), clauses (a) through (g) of this Section 5.06 shall continue to apply
with respect to all remaining Book-Entry Certificates.

     SECTION 5.07. Notices to Depository.

     Whenever any notice or other communication is required to be given to
Certificateholders of the Class with respect to which Book-Entry Certificates
have been issued, unless and until Definitive Certificates shall have been
issued to the related Certificate Owners and the Trustee shall give all such
notices and communications to the Depository.

     SECTION 5.08. Definitive Certificates.

     (a) If, after Book-Entry Certificates have been issued with respect to any
Certificates, (i) the Depository or the Depositor advises the Trustee that the
Depository is no longer willing, qualified or able to discharge properly its
responsibilities under the Depository Agreement with respect to such
Certificates and the Trustee or the Depositor is unable to locate a qualified
successor, (ii) the Depositor notifies the Trustee of its intent to terminate
the book-entry system through the Depository and, upon receipt of notice of such
intent from the Depository, the Certificate Owners of the Book-Entry
Certificates agree to initiate such termination or (iii) after the occurrence
and continuation of an Event of Default, Certificate Owners of such Book-Entry
Certificates having not less than 51% of the Voting Rights evidenced by any
Class of Book-Entry Certificates advise the Trustee and the Depository in
writing through the Depository Participants that the continuation of a
book-entry system with respect to Certificates of such Class through the
Depository (or its successor) is no longer in the best interests of the
Certificate Owners of such Class, then the Trustee shall notify all Certificate
Owners of such Book-Entry Certificates and the NIMs Insurer, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners of such Class requesting the same.
The Depositor shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive Certificates.
Upon surrender to the Trustee of any such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Authenticating Agent shall authenticate and deliver such Definitive
Certificates. Neither the Depositor nor the Trustee shall be liable for any
delay in delivery of such instructions and each may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of such
Definitive Certificates, all references herein to obligations imposed upon or to
be performed by the Depository shall be deemed to be imposed upon and performed
by the Trustee, to the extent applicable with respect to such Definitive
Certificates and the Trustee shall recognize the Holders of such Definitive
Certificates as Certificateholders hereunder.

     SECTION 5.09. Maintenance of Office or Agency.

     The Trustee will maintain or cause to be maintained at its expense an
office or offices or agency or agencies where Certificates may be surrendered
for registration of transfer or exchange. The Trustee initially designates its
offices at 135 South LaSalle Street, Chicago, Illinois 60603, Attention: Ownit
2006-5 as offices for such purposes. The Trustee will give prompt written notice
to the Certificateholders of any change in such location of any such office or
agency.

     SECTION 5.10. Authenticating Agents.

     (a) One or more Authenticating Agents (each, an "Authenticating Agent") may
be appointed hereunder each of which shall be authorized to act on behalf of the
Trustee in authenticating the Certificates. Wherever reference is made in this
Agreement to the authentication of Certificates by the Trustee's certificate of
authentication, such reference shall be deemed to include authentication on


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behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent must be an entity organized and doing business under
the laws of the United States of America or any state thereof, having a combined
capital and surplus of at least $15,000,000, authorized under such laws to
operate a trust business and subject to supervision or examination by federal or
state authorities. If the Authenticating Agent is a party other than the
Trustee, the Trustee shall have no liability in connection with the performance
or failure of performance of the Authenticating Agent. LaSalle Bank National
Association is hereby appointed as the initial Authenticating Agent. The Trustee
shall be the Authenticating Agent during any such time as no other
Authenticating Agent has been appointed and has not resigned.

     (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which any Authenticating Agent shall be a
party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

     (c) Any Authenticating Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee and the Depositor.
Except with respect to the initial Authenticating Agent, LaSalle Bank National
Association, which shall be the Authenticating Agent for so long as it is the
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance within the provisions of this Section 5.10, the Trustee may appoint a
successor Authenticating Agent, shall give written notice of such appointment to
the Depositor and shall mail notice of such appointment to all Holders of
Certificates. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 5.10. No
Authenticating Agent shall have responsibility or liability for any action taken
by it as such at the direction of the Trustee.

                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

     SECTION 6.01. Respective Liabilities of the Depositor and the Servicer.

     The Depositor and the Servicer shall each be liable in accordance herewith
only to the extent of the obligations specifically and respectively imposed upon
and undertaken by them herein.

     SECTION 6.02. Merger or Consolidation of the Depositor or the Servicer.

     Except as provided in the next paragraph, the Depositor and the Servicer
will each keep in full effect its existence, rights and franchises as a
corporation, a limited liability company, a limited partnership or banking
association under the laws of the United States or under the laws of one of the
States thereof and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its respective duties under this Agreement.


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     Any Person into which the Depositor or the Servicer may be merged or
consolidated, or any Person resulting from any merger or consolidation to which
the Depositor or the Servicer shall be a party, or any Person succeeding to the
business of the Depositor or the Servicer, shall be the successor of the
Depositor or the Servicer, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding (except for the
execution of an assumption agreement where such succession is not effected by
operation of law); provided, however, that the successor or surviving Person to
the Servicer shall be qualified to sell mortgage loans to, and to service
mortgage loans on behalf of, Fannie Mae or Freddie Mac.

     SECTION 6.03. Limitation on Liability of the Depositor, the Servicer and
Others.

     None of the Depositor, the Servicer, nor any of the directors, officers,
employees or agents of the Depositor or the Servicer shall be under any
liability to the Issuing Entity or the Certificateholders for any action taken
or for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Servicer or any such Person against any
breach of representations or warranties made by it herein or protect the
Depositor, the Servicer or any such Person from any liability that would
otherwise be imposed by reasons of willful misfeasance, bad faith or negligence
in the performance of duties or by reason of reckless disregard of obligations
and duties hereunder. The Depositor or the Servicer and any director, officer,
employee or agent of the Depositor or the Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Servicer and any
director, officer, employee or agent of the Depositor or the Servicer shall be
indemnified by the Issuing Entity and held harmless against any loss, liability
or expense, incurred in connection with the performance of their duties under
this Agreement or incurred in connection with any audit, controversy or judicial
proceeding relating to a governmental taxing authority or any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense (i) incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder or (ii) which does not constitute
an "unanticipated expense" within the meaning of Treasury Regulation Section
1.860G-1(b)(3)(ii). Neither the Depositor nor the Servicer shall be under any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its respective duties hereunder and that in its opinion may
involve it in any expense or liability; provided, however, that either of the
Depositor or the Servicer in its discretion may undertake any such action that
it may deem necessary or desirable in respect of this Agreement and the rights
and duties of the parties hereto and the interests of the Trustee and the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Issuing Entity, and the Depositor and the Servicer shall be
entitled to be reimbursed therefor out of the Collection Account as provided by
Section 3.08 hereof.

     SECTION 6.04. Limitation on Resignation of Servicer.

     Subject to the provisions of Section 7.01, the third paragraph of Section
7.02, the second paragraph of Section 6.02 and the following paragraph of this
Section 6.04, the Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law. Any such determination permitting the
resignation of the Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee and the NIMs Insurer. No such resignation shall
become effective until the Trustee or a successor servicer reasonably acceptable
to the NIMs Insurer and the Trustee is appointed and has assumed the Servicer's
responsibilities, duties, liabilities and obligations hereunder. Any such
resignation shall not relieve the Servicer of any of the obligations specified
in Section 7.01 and 7.02 as obligations that survive the resignation or
termination of the Servicer.


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     Notwithstanding anything to the contrary in the previous paragraph of this
Section 6.04, the Trustee, the Depositor and the NIMs Insurer hereby
specifically (i) consent to the pledge and assignment by the Servicer of all the
Servicer's right, title and interest in, to and under this Agreement to the
Servicing Rights Pledgee, if any, for the benefit of certain lenders, and (ii)
agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a
letter signed by the Servicer whereby the Servicer shall resign as Servicer
under this Agreement, notwithstanding anything to the contrary which may be set
forth in Section 3.04 above, the Trustee shall appoint the Servicing Rights
Pledgee or its designee as successor servicer, provided that the Servicer's
resignation will not be effective unless, at the time of such appointment, the
Servicing Rights Pledgee or its designee (i) meets the requirements of a
successor servicer under Section 7.02 of this Agreement (including being
acceptable to the Rating Agencies), provided, that the consent and approval of
the Trustee, the Depositor and the NIMS Insurer shall be deemed to have been
given to the Servicing Rights Pledgee or its designee, and the Servicing Rights
Pledgee and its designee are hereby agreed to be acceptable to the Trustee, the
Depositor and the NIMS Insurer and (ii) agrees to be subject to the terms of
this Agreement. If, pursuant to any provision hereof, the duties of the Servicer
are transferred to a successor servicer, the entire amount of the Servicing Fee
and other compensation payable to the Servicer pursuant hereto shall thereafter
be payable to such successor servicer.

     SECTION 6.05. Errors and Omissions Insurance; Fidelity Bonds.

     The Servicer shall, for so long as it acts as servicer under this
Agreement, obtain and maintain in force (a) a policy or policies of insurance
covering errors and omissions in the performance of its obligations as servicer
hereunder, and (b) a fidelity bond in respect of its officers, employees and
agents. Each such policy or policies and bond shall, together, comply with the
requirements from time to time of Fannie Mae or Freddie Mac for Persons
performing servicing for mortgage loans purchased by Fannie Mae or Freddie Mac
unless the Servicer has obtained a waiver of such requirements from the Sponsor.
The Servicer shall provide the Trustee and the NIMs Insurer, upon request and
reasonable notice, with copies of such policies and fidelity bond or a
certification from the insurance provider evidencing such policies and fidelity
bond. The Servicer may be deemed to have complied with this provision if an
Affiliate of the Servicer has such errors and omissions and fidelity bond
coverage and, by the terms of such insurance policy or fidelity bond, the
coverage afforded thereunder extends to the Servicer. In the event that any such
policy or bond ceases to be in effect, the Servicer shall use its reasonable
best efforts to obtain a comparable replacement policy or bond from an insurer
or issuer meeting the requirements set forth above as of the date of such
replacement. Each year, together with the Annual Statement as to Compliance
delivered pursuant to Section 3.17, the Servicer shall cause to be delivered to
the Trustee proof of coverage of the fidelity bond and errors and omissions
insurance policy and a statement from the surety and the insurer that the surety
and the insurer shall endeavor to notify the Trustee within thirty (30) days
prior to such fidelity bond's errors and omissions insurance policy's
termination or material modification.

                                   ARTICLE VII

                        DEFAULT; TERMINATION OF SERVICER

     SECTION 7.01. Events of Default.

     "Event of Default," wherever used herein, means any one of the following
events:

               (i) any failure by the Servicer to make any Advance, to deposit
in the Collection Account or the Certificate Account or remit to the Trustee any
payment (excluding a payment required to be made under Section 4.01 hereof)
required to be made under the terms of this Agreement,


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<PAGE>

which failure shall continue unremedied for three Business Days and, with
respect to a payment required to be made under Section 4.01 hereof, for one
Business Day, after the date on which written notice of such failure shall have
been given to the Servicer by the Trustee or the Depositor; or

               (ii) any failure by the Servicer to observe or perform in any
material respect any other of the covenants or agreements on the part of the
Servicer contained in this Agreement or any representation or warranty shall
prove to be untrue, which failure or breach shall continue unremedied for a
period of 60 days after the date on which written notice of such failure shall
have been given to the Servicer by the Trustee or the Depositor, or to the
Trustee and the Depositor by the NIMs Insurer or the Holders of Certificates
evidencing not less than 25% of the Voting Rights evidenced by the Certificates;
or

               (iii) a decree or order of a court or agency or supervisory
authority having jurisdiction for the appointment of a receiver or liquidator in
any insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 consecutive days;
or

               (iv) consent by the Servicer to the appointment of a receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to the Servicer or all or
substantially all of the property of the Servicer; or

               (v) admission by a Servicer in writing of its inability to pay
its debts generally as they become due, file a petition to take advantage of, or
commence a voluntary case under, any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or

               (vi) any failure by the Servicer to duly perform, within the
required time period, its obligations under Sections 3.17, 3.18 and 3.27 of this
Agreement, which failure continues unremedied for a period of ten (10) days
after the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Servicer by any other party to this
Agreement; or

               (vii) the aggregate amount of cumulative Realized Losses incurred
since the Cut-off Date through the last day of the related Accrual Period
divided by the Pool Stated Principal Balance as of the Cut-off Date exceeds the
applicable percentages set forth below with respect to such Distribution Date:

<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN   PERCENTAGE
------------------------------   ----------
<S>                              <C>
August 2009 through July 2010       4.50%
August 2010 through July 2011       7.00%
August 2011 through July 2012       9.25%
August 2012 and thereafter          9.95%
</TABLE>

     If an Event of Default shall occur with respect to the Servicer, then, and
in each and every such case, so long as such Event of Default shall not have
been remedied within the applicable grace period, or solely with respect to
clause (i) above by 5:00 p.m. on the Servicer Remittance Date, the Trustee may,
or at the direction of the NIMs Insurer or the Holders of Certificates
evidencing not less than 25% of the Voting Rights evidenced by the Certificates
(with the written consent of the NIMs Insurer, except after a NIMs Insurer
Default), shall, by notice in writing to the Servicer and the Servicing Rights
Pledgee, if any


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<PAGE>

(with a copy to each Rating Agency), terminate all of the rights and obligations
of the Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof, other than its rights as a Certificateholder hereunder. On or
after the receipt by the Servicer of such written notice, all authority and
power of the Servicer hereunder, whether with respect to the Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee. To the extent the Event
of Default resulted from the failure of the Servicer to make a required Advance,
the Trustee shall thereupon make any Advance described in Section 4.01 hereof
subject to Section 3.04 hereof. The Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise. Unless
expressly provided in such written notice, no such termination shall affect any
obligation of the Servicer to pay amounts owed pursuant to Article VIII. The
Servicer agrees to cooperate with the Trustee in effecting the termination of
the Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee of all cash amounts which shall at the
time be credited to the Collection Account, or thereafter be received with
respect to the Mortgage Loans. The Servicer and the Trustee shall promptly
notify the Rating Agencies of the occurrence of an Event of Default or an event
that, with notice, passage of time, other action or any combination of the
foregoing would be an Event of Default, such notice to be provided in any event
within two Business Days of such occurrence.

     Notwithstanding any termination of the activities of the Servicer
hereunder, the Servicer shall be entitled to receive, out of any late collection
of a Scheduled Payment on a Mortgage Loan that was due prior to the notice
terminating the Servicer's rights and obligations as Servicer hereunder and
received after such notice, that portion thereof to which the Servicer would
have been entitled pursuant to Section 3.08(a), and any other amounts payable to
the Servicer hereunder the entitlement to which arose prior to the termination
of its activities hereunder. Notwithstanding anything herein to the contrary,
upon termination of the Servicer hereunder, any liabilities of the Servicer
which accrued prior to such termination shall survive such termination.

     SECTION 7.02. Trustee to Act; Appointment of Successor.

     On and after the time the Servicer receives a notice of termination
pursuant to Section 7.01 hereof, the Trustee shall, to the extent provided in
Section 3.04, be the successor to the Servicer in its capacity as servicer under
this Agreement and the transactions set forth or provided for herein and shall
be subject to all the responsibilities, duties and liabilities relating thereto
placed on the Servicer by the terms and provisions hereof and applicable law
including the obligation to make advances pursuant to Section 4.01. As
compensation therefor, subject to the last paragraph of Section 7.01, the
Trustee shall be entitled to all fees, compensation and reimbursement for costs
and expenses relating to the Mortgage Loans that the Servicer would have been
entitled to hereunder if the Servicer had continued to act hereunder.
Notwithstanding the foregoing, if the Trustee has become the successor to the
Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be
unwilling to so act, or shall, if it is prohibited by applicable law from making
Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act,
appoint, or petition a court of competent jurisdiction to appoint, any
established mortgage loan servicing institution the appointment of which
successor shall be approved by the NIMs Insurer and which does not adversely
affect the then current rating of the Certificates by each Rating Agency as the
successor to the Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer hereunder. Any successor
Servicer shall be an institution that is acceptable to the NIMs Insurer and is a
Fannie Mae and Freddie Mac approved seller/servicer in good standing, that has a
net worth of at least $15,000,000, and that is willing to service the Mortgage
Loans and executes and delivers to the Depositor and the Trustee an agreement
accepting such delegation and assignment, that contains an assumption by such
Person of the rights, powers, duties,


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<PAGE>

responsibilities, obligations and liabilities of the Servicer (other than
liabilities of the Servicer under Section 6.03 hereof incurred prior to
termination of the Servicer under Section 7.01), with like effect as if
originally named as a party to this Agreement; and provided further that each
Rating Agency acknowledges that its rating of the Certificates in effect
immediately prior to such assignment and delegation will not be qualified or
reduced as a result of such assignment and delegation. No appointment of a
successor to the Servicer hereunder shall be effective until the Trustee shall
have consented thereto, prior written consent of the NIMs Insurer is obtained
(provided, that such prior written consent shall not be required in the event
that the Servicing Rights Pledgee or its designee is so appointed as successor
servicer) and written notice of such proposed appointment shall have been
provided by the Trustee to each Certificateholder. The Trustee shall not resign
as servicer until a successor servicer has been appointed and has accepted such
appointment. Pending appointment of a successor to the Servicer hereunder, the
Trustee, unless the Trustee is prohibited by law from so acting, shall, subject
to Section 3.04 hereof, act in such capacity as hereinabove provided. In
connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the Servicer hereunder. The
Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. Neither the
Trustee nor any other successor servicer shall be deemed to be in default
hereunder by reason of any failure to make, or any delay in making, any
distribution hereunder or any portion thereof or any failure to perform, or any
delay in performing, any duties or responsibilities hereunder, in either case
caused by the failure of the Servicer to deliver or provide, or any delay in
delivering or providing, any cash, information, documents or records to it.

     Any successor to the Servicer as servicer shall give notice to the
Mortgagors of such change of servicer and shall, during the term of its service
as servicer maintain in force the policy or policies that the Servicer is
required to maintain pursuant to Section 6.05.

     In the event that the Servicer shall for any reason no longer be the
Servicer hereunder (including by reason of any Event of Default),
notwithstanding anything to the contrary above or anything to the contrary which
may be set forth in Section 3.04, the Trustee, the Depositor and the NIMS
Insurer hereby agree that within ten Business Days of delivery to the Trustee by
the Servicing Rights Pledgee of a letter signed by the Servicer whereby the
Servicer shall resign as Servicer under this Agreement, or within ten days of
Trustee's termination of the Servicer pursuant to Section 7.01 or 7.02, the
Servicing Rights Pledgee or its designee shall be appointed as successor
servicer; provided that at the time of such appointment (i) the Servicing Rights
Pledgee or such designee meets the requirements of a successor servicer set
forth above in this Section 7.02 (provided that the consent and approval of the
Trustee, the Depositor and the NIMs Insurer shall be deemed to have been given
to the Servicing Rights Pledgee or its designee, and the Servicing Rights
Pledgee and its designee are hereby agreed to be acceptable to the Trustee, the
Depositor and the NIMs Insurer) and (ii) the Servicing Rights Pledgee or such
designee agrees to be subject to the terms of this Agreement.

     SECTION 7.03. Notification to Certificateholders.

          (a) Upon any termination of or appointment of a successor to the
Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders, the Depositor and to each Rating Agency.

          (b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Certificateholders and the NIMs Insurer
notice of each such Event of Default hereunder known to the Trustee, unless such
Event of Default shall have been cured or waived.


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                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

     SECTION 8.01. Duties of the Trustee.

     The Trustee, prior to the occurrence of an Event of Default and after the
curing of all Events of Default that may have occurred, shall undertake to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred and remains uncured, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement and use the same degree of care and skill in its exercise as a prudent
person would exercise or use under the circumstances in the conduct of such
person's own affairs. In case an Event of Default or other default by the
Servicer or the Depositor hereunder shall occur and be continuing, the Trustee
shall, at the written direction of the majority of the Certificateholders or the
NIMs Insurer, or may, proceed to protect and enforce its rights and the rights
of the Certificateholders or the NIMs Insurer under this Agreement by a suit,
action or proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy, as the Trustee, being advised by
counsel and subject to the foregoing, shall deem most effectual to protect and
enforce any of the rights of the Trustee, the NIMs Insurer and the
Certificateholders.

     The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee that are specifically required to be furnished pursuant to any provision
of this Agreement, shall examine them to determine whether they conform on their
face to the requirements of this Agreement. If any such instrument is found not
to conform on its face to the requirements of this Agreement in a material
manner, the Trustee shall notify the person providing such instrument of such
non-conformance and if the instrument is not corrected to its satisfaction, the
Trustee will provide notice thereof to the Certificateholders and the NIMs
Insurer and take such further action as directed by the Certificateholders and
the NIMs Insurer.

     No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own misconduct, its negligent failure to perform its obligations in
compliance with this Agreement, or any liability that would be imposed by reason
of its willful misfeasance or bad faith; provided, however, that:

               (i) prior to the occurrence of an Event of Default, and after the
curing of all such Events of Default that may have occurred, the duties and
obligations of the Trustee shall be determined solely by the express provisions
of this Agreement, the Trustee shall not be liable, individually or as Trustee,
except for the performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement that it reasonably believed in
good faith to be genuine and to have been duly executed by the proper
authorities respecting any matters arising hereunder;

               (ii) the Trustee shall not, individually or as Trustee, be liable
for an error of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee unless the Trustee was negligent or acted in
bad faith or with willful misfeasance; and

               (iii) the Trustee shall not be liable, individually or as
Trustee, with respect to any action taken, suffered or omitted to be taken by it
in good faith in accordance with the direction of the


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<PAGE>

NIMs Insurer or the Holders in accordance with this Agreement relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee under
this Agreement.

     SECTION 8.02. Certain Matters Affecting the Trustee.

          (a) Except as otherwise provided in Section 8.01:

               (i) the Trustee may request and conclusively rely upon and shall
be fully protected in acting or refraining from acting upon any resolution,
Officer's Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;

               (ii) the Trustee may consult with counsel of its choice and any
advice or Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such Opinion of Counsel;

               (iii) the Trustee shall not be liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Agreement;

               (iv) prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default that may have occurred, the Trustee
shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing so to do by the NIMs Insurer or the Holders of each Class
of Certificates evidencing not less than 25% of the Voting Rights of such Class;

               (v) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents,
custodians, accountants or attorneys or independent contractors and the Trustee
will not be responsible for any misconduct or negligence on the part of any
agent, custodian, accountant, attorney or independent contractor appointed with
due care by it hereunder;

               (vi) the Trustee shall not be required to expend its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such liability is not assured to it;

               (vii) the Trustee shall not be liable, individually or as
Trustee, for any loss on any investment of funds pursuant to this Agreement
(other than as issuer of the investment security);

               (viii) the Trustee shall not be deemed to have knowledge of an
Event of Default until a Responsible Officer of the Trustee shall have received
written notice thereof;

               (ix) the Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to make any investigation
of matters arising hereunder or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of the
NIMs Insurer or the Certificateholders, pursuant to the provisions of this
Agreement, unless the NIMs Insurer or such Certificateholders shall have offered
to the Trustee reasonable security or


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indemnity satisfactory to it against the costs, expenses and liabilities that
may be incurred therein or thereby; and

               (x) if requested by the Servicer, the Trustee may appoint the
Servicer as the Trustee's attorney-in-fact in order to carry out and perform
certain activities that are necessary or appropriate for the servicing and
administration of the Mortgage Loans pursuant to this Agreement. Such
appointment shall be evidenced by a power of attorney in such form as may be
agreed to by the Trustee and the Servicer. The Trustee shall have no liability
for any action or inaction of the Servicer in connection with such power of
attorney and the Trustee shall be indemnified by the Servicer for all
liabilities, costs, expenses incurred by the Trustee in connection with the
Servicer's use or misuse of such powers of attorney.

          (b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by the Trustee without
the possession of any of the Certificates, or the production thereof at the
trial or other proceeding relating thereto, and any such suit, action or
proceeding instituted by the Trustee shall be brought in its name for the
benefit of all the Holders of the Certificates, subject to the provisions of
this Agreement. The Trustee shall have no duty (A) to see to any recording,
filing, or depositing of this Agreement or any agreement referred to herein or
any financing statement or continuation statement evidencing a security
interest, or to see to the maintenance of any rerecording, refiling or
redepositing, as applicable, thereof, (B) to see to any insurance or (C) to see
to the payment or discharge of any tax, assessment, or other governmental charge
or any lien or encumbrance of any kind owing with respect to, assessed or levied
against, any part of the Trust Fund.

     SECTION 8.03. Trustee Not Liable for Certificates or Mortgage Loans.

     The recitals contained herein shall be taken as the statements of the
Depositor or the Servicer, as the case may be, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representation as to
the validity or sufficiency of this Agreement, of any Mortgage Loan, or any
related document other than with respect to the execution and authentication of
the Certificates, if it so executed or authorized the Certificates. The Trustee
shall not be accountable for the use or application by the Depositor or the
Servicer of any funds paid to the Depositor or the Servicer in respect of the
Mortgage Loans or deposited in or withdrawn from the Collection Account or the
Certificate Account by the Depositor or the Servicer.

     SECTION 8.04. Trustee May Own Certificates.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Certificates with the same rights as it would have if it was not the
Trustee.

     SECTION 8.05. Trustee's Fees and Expenses.

     The Trustee shall be entitled to receive on each Distribution Date the
Trustee Fee. The Trustee shall be entitled to compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) for all services rendered by it in the execution of the trusts
hereby created and in the exercise and performance of any of the powers and
duties hereunder of the Trustee.


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     SECTION 8.06. Indemnification and Expenses of Trustee.

          (a) LaSalle (as Trustee and in its individual capacity) and its
respective directors, officers, employees and agents shall be entitled to
indemnification from the Issuing Entity for any loss, liability or expense
incurred in connection with any audit, controversy or judicial proceeding
relating to a governmental authority or any legal proceeding or incurred without
negligence or willful misconduct on their part, arising out of, or in connection
with the acceptance or administration of the trusts created hereunder or in
connection with the performance of its respective duties hereunder, including
any applicable fees and expenses payable hereunder, and the costs and expenses
of defending themselves against any claim in connection with the exercise or
performance of any of their powers or duties hereunder, provided that:

               (i) with respect to any such claim, the Trustee shall have given
the Depositor and the Holders written notice thereof promptly after the Trustee
shall have knowledge thereof; provided that failure to so notify shall not
relieve the Issuing Entity of the obligation to indemnify the Trustee; however,
any reasonable delay by the Trustee to provide written notice to the Depositor
and the Holders promptly after the Trustee shall have obtained knowledge of a
claim shall not relieve the Issuing Entity of the obligation to indemnify the
Trustee under this Section 8.06;

               (ii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Depositor in preparing such defense;

               (iii) notwithstanding anything to the contrary in this Section
8.06, the Issuing Entity shall not be liable for settlement of any such claim by
the Trustee entered into without the prior consent of the Depositor, which
consent shall not be unreasonably withheld; and

               (iv) any such loss, liability or expense to be indemnified by the
Issuing Entity must constitute an "unanticipated expense" of the Trust Fund
within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii).

     The provisions of this Section 8.06 shall survive any termination of this
Agreement and the resignation or removal of the Trustee and shall be construed
to include, but not be limited to any loss, liability or expense under any
environmental law.

          (b) The Trustee shall be entitled to reimbursement by the Trust Fund
of all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with this Agreement (including fees and expenses of its
counsel and all persons not regularly in its employment), except any such
expenses, disbursements and advances that either (i) arise from its negligence,
bad faith or willful misconduct or (ii) do not constitute "unanticipated
expenses" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii).

          (c) The Trustee's right to indemnification and reimbursement shall be
subject to a cap of $400,000 in the aggregate in any calendar year, excluding
(i) any Servicing Transfer Costs and (ii) any costs, damages or expenses
incurred by the Trustee in connection with any "high cost" home loans or any
predatory or abusive lending laws, which amounts shall in no case be subject to
any such limitation; provided, however, that such cap shall apply only if NIM
Notes have been issued and shall cease to apply after the date on which any NIM
Notes are paid in full; provided further, however, that amounts incurred by the
Trustee in excess of such annual limit in any calendar year shall be payable to
the Trustee in succeeding calendar years, subject to such annual limit for each
applicable calendar year. Any amounts reimbursable hereunder and all amounts
which the NIMs Insurer is entitled to be paid or


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reimbursed shall have been paid or reimbursed. Any amounts not in excess of this
cap may be withdrawn by the Trustee from the Certificate Account at any time.

          (d) The Custodian shall be entitled to indemnification and
reimbursement of expenses to the same extent as the Trustee is entitled to such
amounts pursuant to subsection (a) and (b) of this Section 8.06, without regard
to subsection (c) of this Section 8.06.

     SECTION 8.07. Eligibility Requirements for Trustee.

     The Trustee hereunder shall, at all times, be a corporation or association
organized and doing business under the laws of a state or the United States of
America, authorized under such laws to exercise corporate trust powers having a
combined capital and surplus of at least $50,000,000, subject to supervision or
examination by federal or state authority and with a credit rating that would
not cause any of the Rating Agencies to reduce their respective ratings of any
Class of Certificates below the ratings issued on the Closing Date (or having
provided such security from time to time as is sufficient to avoid such
reduction) and reasonably acceptable to the NIMs Insurer. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 8.07 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.07, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.08 hereof. The corporation or
national banking association serving as Trustee may have normal banking and
trust relationships with the Depositor, the NIMs Insurer and their respective
Affiliates; provided, however, that such corporation cannot be an Affiliate of
the Servicer other than the Trustee in its role as successor to the Servicer.

     SECTION 8.08. Resignation and Removal of Trustee.

     The Trustee may at any time resign and be discharged from the trusts hereby
created by (1) giving written notice of resignation to the Depositor, the
Servicer and the NIMs Insurer by mailing notice of resignation by first class
mail, postage prepaid, to the Certificateholders at their addresses appearing on
the Certificate Register and each Rating Agency, not less than 60 days before
the date specified in such notice when, subject to Section 8.09, such
resignation is to take effect, and (2) acceptance of appointment by a successor
trustee acceptable to the NIMs Insurer in accordance with Section 8.09 and
meeting the qualifications set forth in Section 8.07. If no successor trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice or resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee.

     If at any time (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.07 hereof and shall fail to resign after
written request thereto by the Depositor or the NIMs Insurer or (ii) the Trustee
shall become incapable of acting, or shall be adjudged as bankrupt or insolvent,
or a receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or
(iii)(A) a tax is imposed with respect to the Trust Fund by any state in which
the Trustee or the Trust Fund is located, (B) the imposition of such tax would
be avoided by the appointment of a different trustee and (C) the Trustee fails
to reimburse the Trust Fund against such tax, then the Depositor or the NIMs
Insurer may remove the Trustee and the Depositor with the consent of the NIMS
insurer shall promptly appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee and
one copy of which shall be delivered to the successor trustee.


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     The Holders evidencing at least 51% of the Voting Rights of all Classes of
Certificates, with the consent of the NIMs Insurer, or the NIMs Insurer upon
failure of the Trustee to perform its obligations hereunder may at any time
remove the Trustee and the Depositor shall appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete
set of which instruments shall be delivered by the successor trustee to the
Servicer, one complete set to the Trustee so removed and one complete set to the
successor so appointed. Notice of any removal of the Trustee shall be given to
the NIMs Insurer and each Rating Agency by the successor trustee.

     Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 8.08 shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.09 hereof.

     SECTION 8.09. Successor Trustee.

     Any successor trustee appointed as provided in Section 8.08 hereof shall
execute, acknowledge and deliver to the Depositor and to its predecessor
trustee, the NIMs Insurer and the Servicer an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein.

     No successor trustee shall accept appointment as provided in this Section
8.09 unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.07 hereof and its appointment shall
not adversely affect the then current rating of the Certificates.

     Upon acceptance of appointment by a successor trustee as provided in this
Section 8.09, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates. If the Depositor fails to mail such
notice within ten days after acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be mailed at the expense of the
Depositor.

     SECTION 8.10. Merger or Consolidation of Trustee.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be eligible under the provisions of Section
8.07 hereof without the execution or filing of any paper or further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding (except for the execution of an assumption agreement where such
succession is not effected by operation of law).

     SECTION 8.11. Appointment of Co-Trustee or Separate Trustee.

     Notwithstanding any other provisions of this Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee and the NIMs Insurer to act as co-trustee or co-trustees
jointly with the Trustee, or separate trustee or separate trustees, of all or
any part of the Trust Fund, and to vest in such Person or Persons, in such
capacity and for the benefit of the Certificateholders, such title to the Trust
Fund or any part thereof,


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whichever is applicable, and, subject to the other provisions of this Section
8.11, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. Any such co-trustee or separate
trustee shall be subject to the written approval of the Servicer and the NIMs
Insurer. The Trustee shall not be liable for the actions of any co-trustee;
provided the appointment of a co-trustee shall not relieve the Trustee of its
obligations hereunder. If the Servicer and the NIMs Insurer shall not have
joined in such appointment within 15 days after the receipt by it of a request
to do so, or in the case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.07 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 8.09.

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

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

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

               (iii) The Trustee, with the consent of the NIMs Insurer, may at
any time accept the resignation of or remove any separate trustee or co-trustee.

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

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

     SECTION 8.12. Tax Matters.

          (a) It is intended that each of the REMICs provided for herein shall
constitute, and that the affairs of the Trust Fund shall be conducted so as to
allow each such REMIC to qualify as, a


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"real estate mortgage investment conduit" as defined in and in accordance with
the REMIC Provisions. It is also intended that each of the grantor trusts
provided for in Section 2.07 hereof shall constitute, and that the affairs of
the Trust Fund shall be conducted so as to allow each such grantor trust to
qualify as, a grantor trust under the provisions of Subpart E, Part I of
Subchapter J of the Code. In furtherance of such intention, the Trustee
covenants and agrees that it shall act as agent (and the Trustee is hereby
appointed to act as agent) on behalf of each of the REMICs provided for herein
and that in such capacity it shall: (a) prepare and file, or cause to be
prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment
Conduit Income Tax Return (Form 1066 or any successor form adopted by the
Internal Revenue Service) and prepare and file or cause to be prepared and filed
with the Internal Revenue Service and applicable state or local tax authorities
income tax or information returns for each taxable year with respect to each of
the REMICs and grantor trusts provided for herein, containing such information
and at the times and in the manner as may be required by the Code or state or
local tax laws, regulations, or rules, and furnish or cause to be furnished to
Certificateholders the schedules, statements or information at such times and in
such manner as may be required thereby; (b) within thirty days of the Closing
Date, furnish or cause to be furnished to the Internal Revenue Service, on Forms
8811 or as otherwise may be required by the Code, the name, title, address, and
telephone number of the person that the holders of the Certificates may contact
for tax information relating thereto, together with such additional information
as may be required by such Form, and update such information at the time or
times in the manner required by the Code for each of the REMICs provided for
herein; (c) make or cause to be made elections, on behalf of each of the REMICs
provided for herein to be treated as a REMIC on the federal tax return of such
REMICs for their first taxable years (and, if necessary, under applicable state
law); (d) prepare and forward, or cause to be prepared and forwarded, to the
Certificateholders and to the Internal Revenue Service and, if necessary, state
tax authorities, all information returns and reports as and when required to be
provided to them in accordance with the REMIC Provisions or other applicable
law, including without limitation, the calculation of any original issue
discount using the Prepayment Assumption; (e) provide information necessary for
the computation of tax imposed on the transfer of a Class R Certificate to a
Person that is not a Permitted Transferee, or an agent (including a broker,
nominee or other middleman) of a Person that is not a Permitted Transferee, or a
pass through entity in which a Person that is not a Permitted Transferee is the
record holder of an interest (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for such tax); (f) to the
extent that they are under its control conduct the affairs of each of the REMICs
and grantor trusts provided for herein at all times that any Certificates are
outstanding so as to maintain the status of each of the REMICs provided for
herein as a REMIC under the REMIC Provisions and the status of each of the
grantor trusts provided for herein as a grantor trust under Subpart E, Part I of
Subchapter J of the Code; (g) not knowingly or intentionally take any action or
omit to take any action that would cause the termination of the REMIC status of
any of the REMICs provided for herein or result in the imposition of tax upon
any such REMIC; (h) not knowingly or intentionally take any action or omit to
take any action that would cause the termination of the grantor trust status
under Subpart E, Part I of Subchapter J of the Code of any of the grantor trusts
provided for herein or result in the imposition of tax upon any such grantor
trust; (i) pay, from the sources specified in the last paragraph of this Section
8.12(a), the amount of any federal, state and local taxes, including prohibited
transaction taxes as described below, imposed on each of the REMICs provided for
herein prior to the termination of the Trust Fund when and as the same shall be
due and payable (but such obligation shall not prevent the Trustee or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Trustee from withholding payment of such tax, if permitted
by law, pending the outcome of such proceedings); (j) sign or cause to be signed
federal, state or local income tax or information returns; (k) maintain records
relating to each of the REMICs provided for herein, including but not limited to
the income, expenses, assets and liabilities of each of the REMICs and grantor
trusts provided for herein; and (l) as and when necessary and appropriate,
represent each of the REMICs provided for herein in any administrative or
judicial proceedings relating to an examination or audit by any governmental
taxing authority, request an administrative adjustment as to


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

     In order to enable the Trustee to perform its duties as set forth herein,
the Depositor shall provide, or cause to be provided, to the Trustee within 10
days after the Closing Date all information or data that the Trustee requests in
writing and determines to be relevant for tax purposes to the valuations and
offering prices of the Certificates, including, without limitation, the price,
yield, prepayment assumption and projected cash flows of the Certificates and
the Mortgage Loans. Thereafter, the Depositor shall provide to the Trustee
promptly upon written request therefor, any such additional information or data
that the Trustee may, from time to time, request in order to enable the Trustee
to perform its duties as set forth herein. The Depositor hereby agrees to
indemnify the Trustee for any losses, liabilities, damages, claims or expenses
of the Trustee arising from any errors or miscalculations of the Trustee that
result from any failure of the Depositor to provide, or to cause to be provided,
accurate information or data to the Trustee on a timely basis.

     In the event that any tax is imposed on "prohibited transactions" of any of
the REMICs provided for herein as defined in Section 860F(a)(2) of the Code, on
the "net income from foreclosure property" of any of such REMICs as defined in
Section 860G(c) of the Code, on any contribution to the Trust Fund after the
Startup Day pursuant to Section 860G(d) of the Code, or any other tax is
imposed, if not paid as otherwise provided for herein, such tax shall be paid by
(i) the Trustee, if any such other tax arises out of or results from a breach by
the Trustee of any of its obligations under this Agreement or as a result of the
location of the Trustee, (ii) any party hereto (other than the Trustee) to the
extent any such other tax arises out of or results from a breach by such other
party of any of its obligations under this Agreement or as a result of the
location of such other party or (iii) in all other cases, or in the event that
any liable party here fails to honor its obligations under the preceding clauses
(i) or (ii), any such tax will be paid first with amounts (other than amounts
derived by the Trust Fund from a payment on the Cap Contracts or amounts
received by the Supplemental Interest Trust as payments on the Swap Agreement)
otherwise to be distributed to the Class R Certificateholders (pro rata)
pursuant to Section 4.04, and second with amounts (other than amounts derived by
the Trust Fund from a payment on the Cap Contracts or amounts received by the
Supplemental Interest Trust as payments on the Swap Agreement) otherwise to be
distributed to all other Certificateholders in the following order of priority:
first, to the Class C Certificates (pro rata), second to the Class B-3
Certificates (pro rata), third to the Class B-2 Certificates (pro rata), fourth
to the Class B-1 Certificates (pro rata), fifth to the Class M-6 Certificates
(pro rata), sixth to the Class M-5 Certificates (pro rata), seventh to the Class
M-4 Certificates (pro rata), eighth to the Class M-3 Certificates (pro rata),
ninth to the Class M-2 Certificates (pro rata), tenth to the Class M-1
Certificates (pro rata) and eleventh to the Class A Certificates (pro rata).
Notwithstanding anything to the contrary contained herein, to the extent that
such tax is payable by the Class R Certificate, the Trustee is hereby authorized
pursuant to such instruction to retain on any Distribution Date, from the
Holders of the Class R Certificate (and, if necessary, from the Holders of all
other Certificates in the priority specified in the preceding sentence), funds
otherwise distributable to such Holders in an amount sufficient to pay such tax.
The Trustee agrees to notify promptly in writing the party liable for any such
tax of the amount thereof and the due date for the payment thereof.

          (b) Each of the Depositor, the Servicer and the Trustee agrees not to
take or omit to take knowingly or intentionally, any action or omit to take any
action that would cause the termination of the REMIC status of any of the REMICs
provided for herein or result in the imposition of a tax upon any of the REMICs
provided for herein.


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                                   ARTICLE IX

                                   TERMINATION

     SECTION 9.01. Termination upon Liquidation or Auction of all Mortgage
Loans.

          (a) Subject to Section 9.03, the obligations and responsibilities of
the Depositor, the Servicer and the Trustee created hereby with respect to the
Issuing Entity shall terminate upon the earlier of (a) an Optional Termination
and (b) the later of (i) the maturity or other liquidation of the last Mortgage
Loan remaining in the Trust Fund and the disposition of all REO Property and
(ii) the distribution to Certificateholders of all amounts required to be
distributed to them pursuant to this Agreement, as applicable. In no event shall
the trusts created hereby continue beyond the earlier of (i) the expiration of
21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late Ambassador of the United States to the Court of St. James's,
living on the date hereof and (ii) the Latest Possible Maturity Date.

          (b) On or before the Determination Date following the Initial Optional
Termination Date, the Trustee shall attempt to terminate the Trust Fund by
conducting an auction of all of the Mortgage Loans and REO Properties via a
solicitation of bids from at least three (3) bidders, each of which shall be a
nationally recognized participant in mortgage finance (the "Auction"). In
addition, the Trustee will also solicit a bid from each Holder of a Class C
Certificate. The Depositor and the Trustee agree to work in good faith to
develop bid procedures in advance of the Initial Optional Termination Date to
govern the operation of the Auction. The Trustee shall be entitled to retain an
investment banking firm and/or other agents in connection with the Auction, the
cost of which shall be included in the Optional Termination Price (unless an
Optional Termination does not occur in which case such costs shall be an expense
of the Trust Fund). The Trustee shall accept the highest bid received at the
Auction; provided that the amount of such bid equals or exceeds the Optional
Termination Price. The Trustee shall determine the Optional Termination Price
based upon information provided by (a) the Servicer with respect to the amounts
described in clauses (i) and (ii) of the definition of "Optional Termination
Price" and (b) the Depositor with respect to the information described in clause
(iii) of the definition of "Optional Termination Price"; provided, however, that
with respect to the Swap Termination Payment portion of the amounts described in
clause (iv) of the definition of "Optional Termination Price", the Trustee 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 written estimate (which may be delivered
electronically) of the Swap Termination Payment based upon termination of the
Swap Agreement on or subsequent to the date of the Auction but not later than
two (2) Business Days prior to the related Distribution Date. The Trustee 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 Trustee shall notify the bidders
of the estimated Swap Termination Payment received by the Trustee 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 Termination occurs as a result of the Auction, the
Trustee shall immediately notify the Swap Counterparty that an Optional
Termination has occurred and that final distributions on the Certificates will
be made on the immediately following Distribution Date. Upon such notice, the
Swap Counterparty shall inform the Trustee in writing (which may be delivered
electronically) of the final Swap Termination Payment amount owed to the Swap
Counterparty and the Trustee shall communicate the final Swap Termination
Payment amount to the winning bidder.

     If an Optional Termination does not occur as a result of the Auction's
failure to achieve the Optional Termination Price or otherwise, the NIMs
Insurer, if any, may purchase all of the Mortgage Loans and REO Properties,
which would result in an early retirement of the Certificates and the
termination of the Trust Fund. If the Auction fails to achieve the Optional
Termination Price and the NIMs Insurer, if any, fails to


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exercise its option to purchase all of the Mortgage Loans and REO Properties,
the Servicer may purchase all of the Mortgage Loans and REO Properties at the
Optional Termination Price, which similarly would result in an early retirement
of the Certificates and the termination of the Trust Fund. Upon the exercise of
such option by the NIMs Insurer or the Servicer, as the case may be, the Trustee
shall immediately notify the Swap Counterparty that an Optional Termination has
occurred and that final distributions on the Certificates will be made on the
immediately following Distribution Date. Upon such notice, the Swap Counterparty
shall inform the Trustee of the final Swap Termination Payment amount owed to
the Swap Counterparty. In connection with any such optional termination, the
Optional Termination Price shall be delivered to the Trustee no later than two
Business Days immediately preceding the related Distribution Date.
Notwithstanding anything to the contrary herein, the Optional Termination Amount
paid to the Trustee by the winning bidder at the Auction or by the NIMs Insurer,
if any, or by the Servicer, as applicable, shall be deposited by the Trustee
directly into the Certificate Account immediately upon receipt. Upon any
termination as a result of an Auction, the Trustee shall, out of the Optional
Termination Amount deposited into the Certificate Account, (x) reimburse the
Trustee for its costs and expenses necessary to conduct the Auction and any
other unreimbursed amounts owing to it and (y) pay to the Servicer, the
aggregate amount of any unreimbursed out-of-pocket costs and expenses owed to
the Servicer and any unpaid or unreimbursed Servicing Fees, Advances and
Servicing Advances. Notwithstanding anything herein to the contrary, only an
amount equal to the Optional Termination Price, reduced by the portion thereof
consisting of the sum of (x) any Swap Termination Payment and (y) the amount of
any unpaid Net Swap Payments that would not otherwise be funded by the Optional
Termination Price but for clause (iv) of the definition of "Optional Termination
Price" (such portion, the "Swap Optional Termination Payment"), shall be made
available for distribution to the Certificates. The Swap Optional Termination
Payment shall be withdrawn by the Trustee from the Certificate Account and
remitted to the Supplemental Interest Trust for payment to the Swap
Counterparty, it being understood that the Swap Termination Payment portion of
such Swap Optional Termination Payment shall be an amount equal to the final
Swap Termination Payment amount determined by the Swap Counterparty upon its
receipt of notice from the Trustee of the Optional Termination of the Trust as
described above in this Section 9.01(b). The Swap Optional Termination Payment
shall not be part of any REMIC and shall not be paid into any account which is
part of any REMIC.

          (c) Notwithstanding anything to the contrary in clause (b) above, in
the event that the Trustee receives the written opinion of a nationally
recognized participant in mortgage finance acceptable to the Sponsor that the
Mortgage Loans and REO Properties to be included in the Auction will not be
saleable at a price sufficient to achieve the Optional Termination Price, the
Trustee need not conduct the Auction. In such event, the Servicer shall have the
option to purchase the Mortgage Loans and REO Properties at the Optional
Termination Price as of the Initial Optional Termination Date.

     SECTION 9.02. Final Distribution on the Certificates.

     If on any Determination Date, (i) the Trustee determines that there are no
Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other
than the funds in the Collection Account, the Trustee shall send a final
distribution notice promptly to each Certificateholder and the NIMs Insurer or
(ii) the Trustee determines that a Class of Certificates shall be retired after
a final distribution on such Class, the Trustee shall notify the
Certificateholders as soon as practicable after such Determination Date that the
final distribution in retirement of such Class of Certificates is scheduled to
be made on the immediately following Distribution Date. Any final distribution
made pursuant to the immediately preceding sentence will be made only upon
presentation and surrender of the Certificates at the office of the Trustee
specified in such notice.

     Notice of any termination of the Trust Fund, specifying the Distribution
Date on which Certificateholders may surrender their Certificates for payment of
the final distribution and cancellation,


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shall be given promptly by the Trustee by letter to Certificateholders mailed no
later than the last calendar day of the month immediately preceding the month of
such final distribution. Any such notice shall specify (a) the Distribution Date
upon which final distribution on the Certificates will be made upon presentation
and surrender of Certificates at the office therein designated, (b) the location
of the office or agency at which such presentation and surrender must be made,
and (c) that the Record Date otherwise applicable to such Distribution Date is
not applicable, distributions being made only upon presentation and surrender of
the Certificates at the office therein specified. The Trustee will give such
notice to the NIMs Insurer and each Rating Agency at the time such notice is
given to Certificateholders.

     In the event such notice is given, the Servicer shall remit all funds in
the Collection Account to the Trustee for deposit in the Certificate Account on
the Servicer Remittance Date in an amount equal to the final distribution in
respect of the Certificates. Upon such final deposit with respect to the Trust
Fund, certification to the Trustee that such required amount has been deposited
in the Trust Fund and the receipt by the Trustee of a Request for Release
therefor, the Trustee shall promptly release the Mortgage Files for the Mortgage
Loans.

     Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to Certificateholders of each Class the amounts
allocable to such Certificates held in the Certificate Account in the order and
priority set forth in Section 4.04 hereof on the final Distribution Date and in
proportion to their respective Percentage Interests.

     In the event that any affected Certificateholders shall not surrender
Certificates for cancellation within six months after the date specified in the
above mentioned written notice, the Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice all the applicable Certificates shall not
have been surrendered for cancellation, the Trustee may take appropriate steps,
or may appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets that remain a part of
the Trust Fund. If within one year after the second notice all Certificates
shall not have been surrendered for cancellation, the Class R Certificateholders
shall be entitled to all unclaimed funds and other assets of the Trust Fund that
remain subject hereto. Upon payment to the Class R Certificateholders of such
funds and assets, the Trustee shall not have any further duties or obligations
with respect thereto.

     SECTION 9.03. Additional Termination Requirements.

          (a) In the event the Trustee completes an Optional Termination as
provided in Section 9.01, the Trust Fund shall be terminated in accordance with
the following additional requirements, unless the Trustee has been supplied with
an Opinion of Counsel, at the expense of the NIMs Insurer or Servicer, as
applicable to the effect that the failure of the Trust Fund to comply with the
requirements of this Section 9.03 will not (i) result in the imposition of taxes
on "prohibited transactions" of any of the REMICs provided for herein as defined
in Section 860F of the Code, or (ii) cause any of the REMICs provided for herein
to fail to qualify as a REMIC at any time that any Certificates are outstanding:

               (i) The Depositor shall establish a 90-day liquidation period and
notify the Trustee thereof, and the Trustee 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 Servicer;


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               (ii) During such 90-day liquidation period, and at or prior to
the time of making the final payment on the Certificates, the Depositor as agent
of the Trustee shall sell all of the assets of the Trust Fund for cash; and

               (iii) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be distributed
or credited, to the Class R Certificateholders all cash on hand (other than cash
retained to meet outstanding claims), and the Trust Fund shall terminate at that
time, whereupon the Trustee shall have no further duties or obligations with
respect to sums distributed or credited to the Class R Certificateholders.

          (b) By their acceptance of the Certificates, the Holders thereof
hereby authorize the Depositor to specify the 90-day liquidation period for the
Trust Fund, which authorization shall be binding upon all successor
Certificateholders.

          (c) Upon the written request of the Depositor, the Trustee as agent
for each REMIC hereby agrees to adopt and sign a plan of complete liquidation as
provided to it by the Depositor. The Trustee's obligation to adopt and sign such
plan of complete liquidation is subject to the Trustee's receipt of the Opinion
of Counsel referred to in Section 9.03(a)(i). In addition, the Trustee shall
take such other action in connection therewith as may be reasonably requested by
the Depositor.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

     SECTION 10.01. Amendment.

     This Agreement may be amended from time to time by the Depositor, the
Servicer and the Trustee, with the consent of the NIMs Insurer and without the
consent of any of the Certificateholders to,

               (i) to cure any ambiguity or correct any mistake,

               (ii) to correct, modify or supplement any provision herein which
may be inconsistent with the Prospectus Supplement or any other provision
herein,

               (iii) to add any other provisions with respect to matters or
questions arising under this Agreement, or

               (iv) to modify, alter, amend, add to or rescind any of the terms
or provisions contained in this Agreement, provided, however, that, in the case
of clauses (iii) and (iv), such amendment will not, as evidenced by an Opinion
of Counsel addressed to the Trustee to such effect, adversely affect in any
material respect the interests of any Holder; provided, further, however, that
such amendment will be deemed to not adversely affect in any material respect
the interest of any Holder if the Person requesting such amendment obtains a
letter from each Rating Agency stating that such amendment will not result in a
reduction or withdrawal of its rating of any Class of the Certificates, it being
understood and agreed that any such letter in and of itself will not represent a
determination as to the materiality of any such amendment and will represent a
determination only as to the credit issues affecting any such rating. In
addition, this Agreement may be amended from time to time by the Depositor, the
Servicer and the Trustee without the consent of any of the Certificateholders to
comply with the provisions of Regulation AB.


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     Notwithstanding the foregoing, without the consent of the
Certificateholders, the Depositor, the Servicer and the Trustee may at any time
and from time to time amend this Agreement to modify, eliminate or add to any of
its provisions to such extent as shall be necessary or appropriate to maintain
the qualification of any of the REMICs provided for herein as REMICs under the
Code or to avoid or minimize the risk of the imposition of any tax on the Trust
Fund or any of the REMICs provided for herein pursuant to the Code that would be
a claim against the Trust Fund at any time prior to the final redemption of the
Certificates, provided that the Trustee and the NIMs Insurer shall have been
provided an Opinion of Counsel addressed to the Trustee, which opinion shall be
an expense of the party requesting such amendment but in any case shall not be
an expense of the Trustee or the NIMs Insurer, to the effect that such action is
necessary or appropriate to maintain such qualification or to avoid or minimize
the risk of the imposition of such a tax.

     This Agreement may also be amended from time to time by the Depositor, the
Servicer and the Trustee and the Holders of the Certificates affected thereby
evidencing not less than 66 2/3% of the Voting Rights, with the consent of the
NIMs Insurer, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments required to be distributed on any Certificate without the consent
of the Holder of such Certificate, (ii) adversely affect in any material respect
the interests of the Holders of any Class of Certificates in a manner other than
as described in (i), without the consent of the Holders of Certificates of such
Class evidencing 66 2/3% or more of the Voting Rights of such Class or (iii)
reduce the aforesaid percentages of Certificates the Holders of which are
required to consent to any such amendment without the consent of the Holders of
all such Certificates then outstanding.

     Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel addressed to the Trustee, which opinion shall be
an expense of the party requesting such amendment but in any case shall not be
an expense of the Trustee, to the effect that such amendment is permitted
hereunder and will not cause the imposition of any tax on the Trust Fund, any of
the REMICs provided for herein or the Certificateholders or cause any of the
REMICs provided for herein to fail to qualify as a REMIC at any time that any
Certificates are outstanding. A copy of such Opinion of Counsel shall be
provided to the NIMs Insurer.

     Promptly after the execution of any amendment to this Agreement requiring
the consent of Certificateholders, the Trustee shall furnish written
notification of the substance of such amendment to each Certificateholder and
each Rating Agency.

     It shall not be necessary for the consent of Certificateholders under this
Section to approve the particular form of any proposed amendment, but it shall
be sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations as
the Trustee may prescribe.

     Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel, satisfactory to the Trustee
that (i) such amendment is permitted and is not prohibited by this Agreement and
that all requirements for amending this Agreement have been complied with; and
(ii) either (A) the amendment does not adversely affect in any material respect
the interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to this
Section 10.01.


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     The Trustee may, but shall not be obligated to, enter into any supplement,
modification or waiver which affects its rights, duties or obligations
hereunder.

     The Trustee shall not enter into any amendment to this Agreement that would
have a materially adverse effect on the Swap Counterparty without first
obtaining the consent of the Swap Counterparty.

     Notwithstanding anything to the contrary in this Section 10.01, the Trustee
and the Servicer shall reasonably cooperate with the Depositor and its counsel
to enter into such amendments or modifications to this Agreement as may be
necessary to comply with Regulation AB and any interpretation thereof by the
Securities and Exchange Commission.

     SECTION 10.02. Counterparts.

     This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.

     SECTION 10.03. Governing Law.

     THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO
BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF.

     SECTION 10.04. Intention of Parties.

     It is the express intent of the parties hereto that the conveyance of the
Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies
and any modifications, extensions and/or assumption agreements and private
mortgage insurance policies relating to the Mortgage Loans by the Depositor to
the Trustee be, and be construed as, an absolute sale thereof to the Trustee. It
is, further, not the intention of the parties that such conveyance be deemed a
pledge thereof by the Depositor to the Trustee. However, in the event that,
notwithstanding the intent of the parties, such assets are held to be the
property of the Depositor, or if for any other reason this Agreement is held or
deemed to create a security interest in such assets, then (i) this Agreement
shall be deemed to be a security agreement within the meaning of the Uniform
Commercial Code of the State of New York and (ii) the conveyance provided for in
this Agreement shall be deemed to be an assignment and a grant by the Depositor
to the Trustee, for the benefit of the Certificateholders, of a security
interest in all of the assets that constitute the Trust Fund, whether now owned
or hereafter acquired.

     The Depositor for the benefit of the Certificateholders shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
assets of the Trust Fund, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of the Agreement. The Depositor shall
arrange for filing any Uniform Commercial Code continuation statements in
connection with any security interest granted or assigned to the Trustee for the
benefit of the Certificateholders.


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     SECTION 10.05. Notices.

          (a) The Trustee shall use its best efforts to promptly provide notice
to each Rating Agency and the NIMs Insurer with respect to each of the following
of which it has actual knowledge:

               (i) Any material change or amendment to this Agreement;

               (ii) The occurrence of any Event of Default that has not been
cured;

               (iii) The resignation or termination of the Trustee or the
Servicer and the appointment of any successor;

               (iv) The repurchase or substitution of Mortgage Loans pursuant to
Sections 2.02, 2.03 and 3.12;

               (v) The final payment to Certificateholders; and

               (vi) Any change in the location of the Certificate Account.

          (b) The Trustee shall promptly furnish or make available to each
Rating Agency copies of the following:

               (i) Each report to Certificateholders described in Section 4.05;

               (ii) Each annual statement as to compliance described in Section
3.17; and

               (iii) Each annual independent public accountant's servicing
report described in Section 3.18.

All directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given when delivered to (a) in the case of the
Depositor, Merrill Lynch Mortgage Investors, Inc. 250 Vesey Street, 4 World
Financial Center, 10th Floor, New York, New York 10080, Attention: Asset-Backed
Finance; (b) in the case of the Rating Agencies, (i) Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New
York, New York 10041; and (ii) Moody's Investors Service, Inc., 99 Church
Street, 4th Floor, New York, New York 10007; (c) in the case of the Servicer,
Litton Loan Servicing LP, 4828 Loop Central Drive, Houston, Texas 77081
Attention: Janice McClure; (d) in the case of the Trustee, LaSalle Bank National
Association, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603,
Attention: Global Securities and Trust Services - Ownit 2006-5; and (e) in the
case of the Cap Contract Counterparty or the Swap Counterparty, Bear Stearns
Financial Products Inc., 383 Madison Ave, 36th Floor, New York, New York 10179,
Attention: DPC Manager; and in the case of any of the foregoing persons, such
other addresses as may hereafter be furnished by any such persons to the other
parties to this Agreement. Notices to Certificateholders shall be deemed given
when mailed, first class postage prepaid, to their respective addresses
appearing in the Certificate Register.

     SECTION 10.06. Severability of Provisions.

     If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.


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     SECTION 10.07. Assignment.

     Notwithstanding anything to the contrary contained herein, except as
provided pursuant to Section 6.02, this Agreement may not be assigned by the
Servicer without the prior written consent of the Trustee and Depositor.

     SECTION 10.08. Limitation on Rights of Certificateholders.

     The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representative or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a petition or winding up of the Trust
Fund, or otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.

     No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth or contained in the terms of the Certificates be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
party by reason of any action taken by the parties to this Agreement pursuant to
any provision hereof.

     No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as hereinbefore provided, the Holders
of Certificates evidencing not less than 25% of the Voting Rights evidenced by
the Certificates shall also have made written request to the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such indemnity satisfactory to it as it
may require against the costs, expenses, and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity shall have neglected or refused to institute any
such action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates and/or the NIMs
Insurer, or to obtain or seek to obtain priority over or preference to any other
such Holder and/or the NIMs Insurer or to enforce any right under this
Agreement, except in the manner herein provided and for the common benefit of
all Certificateholders. For the protection and enforcement of the provisions of
this Section 10.08, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

     SECTION 10.09. Inspection and Audit Rights.

     The Servicer agrees that, on reasonable prior notice, it will permit any
representative of the Depositor or the Trustee during the Servicer's normal
business hours, to examine all the books of account, records, reports and other
papers of the Servicer relating to the Mortgage Loans, to make copies and
extracts therefrom, to cause such books to be audited by independent certified
public accountants selected by the Depositor or the Trustee and to discuss its
affairs, finances and accounts relating to the Mortgage Loans with its officers,
employees, agents, counsel and independent public accountants (and by this
provision the Servicer hereby authorizes such accountants to discuss with such
representative such affairs, finances and accounts), all at such reasonable
times and as often as may be reasonably requested. Any out-of-pocket expense
incident to the exercise by the Depositor or the Trustee of any right under this
Section 10.09 shall be borne by the party requesting such inspection (except in
the case of the Trustee, in


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which case such expenses shall be borne by the requesting Certificateholder);
all other such expenses shall be borne by the Servicer.

     SECTION 10.10. Certificates Nonassessable and Fully Paid.

     It is the intention of the Depositor that Certificateholders shall not be
personally liable for obligations of the Trust Fund, that the interests in the
Trust Fund represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the
Authenticating Agent pursuant to this Agreement, are and shall be deemed fully
paid.

     SECTION 10.11. Third Party Rights.

     Each of the NIMs Insurer and the Swap Counterparty shall be deemed a
third-party beneficiary of this Agreement to the same extent as if it were a
party hereto, and shall have the right to enforce the provisions of this
Agreement.

     The Cap Contract Counterparty shall be deemed a third party beneficiary of
this Agreement regarding provisions related to payments owed to the Cap Contract
Counterparty or to the Supplemental Interest Trust on behalf of the Cap Contract
Counterparty.

     SECTION 10.12. Additional Rights of the NIMs Insurer.

          (a) Each party to this Agreement, any agent thereof and any successor
thereto shall furnish to the NIMs Insurer a copy of any notice, direction,
demand, opinion, schedule, list, certificate, report, statement, filing,
information, data or other communication provided by it or on its behalf to any
other Person pursuant to this Agreement at the same time, in the same form and
in the same manner as such communication is so provided and shall address or
cause such communication to be addressed to the NIMs Insurer in addition to any
other addressee thereof. The Servicer shall cause the NIMs Insurer to be an
addressee of any report furnished pursuant to this Agreement. With respect to
the Trustee, such obligation shall be satisfied with the provision of access to
the NIMs Insurer to the Trustee's website.

          (b) Wherever in this Agreement there shall be a requirement that there
be no downgrade, reduction, withdrawal or qualification of or other effect on
the rating of any Class of Certificates by any Rating Agency as of any date,
there also shall be deemed to be a requirement that there be no such effect on
any class of notes issued pursuant to the Indenture and guaranteed by the NIMs
Insurer as of such date. In addition, unless there exists a continuance of any
failure by the NIMs Insurer to make a required payment under the policy insuring
the NIM Notes (such event, a "NIMs Insurer Default"), wherever in this Agreement
there shall be a requirement that any Person or any communication, object or
other matter be acceptable or satisfactory to or otherwise receive the consent
or other approval of any other Person (whether as a condition to the eligibility
of such Person to act in any capacity, as a condition to any circumstance or
state of affairs related to such matter, or otherwise), there also shall be
deemed to be a requirement that such Person or matter be approved in writing by
the NIMs Insurer, which approval shall not be unreasonably withheld or delayed.

     SECTION 10.13. Assignment; Sales; Advance Facilities.

          (a) The Servicer is hereby authorized to enter into a financing or
other facility (any such arrangement, an "Advance Facility"), the documentation
for which complies with Section 10.13(e) below, under which (1) the Servicer
assigns or pledges its rights under this Agreement to be reimbursed for any or
all Advances and/or Servicing Advances to (i) a Person, which may be a
special-purpose bankruptcy-remote entity (an "SPV"), (ii) a Person, which may
simultaneously assign or pledge such rights to an SPV or (iii) a lender (a
"Lender"), which, in the case of any Person or SPV of the type described in
either of the preceding clauses (i) or (ii), may directly or through other
assignees and/or pledgees, assign or pledge such rights to a Person, which may
include a trustee acting on behalf of holders of debt instruments (any such
Person or any such Lender, an "Advance Financing Person"), and/or (2) an Advance
Financing Person agrees to fund all of the Advances and/or Servicing Advances


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required to be made by the Servicer pursuant to this Agreement. No consent of
the NIMs Insurer, Trustee, Certificateholders or any other party shall be
required before the Servicer may enter into an Advance Facility nor shall the
NIMs Insurer, the Trustee or the Certificateholders be a third party beneficiary
of any obligation of an Advance Financing Person to the Servicer.
Notwithstanding the existence of any Advance Facility under which an Advance
Financing Person agrees to fund Advances and/or Servicing Advances, (A) the
Servicer (i) shall remain obligated pursuant to this Agreement to make Advances
and/or Servicing Advances pursuant to and as required by this Agreement and (ii)
shall not be relieved of such obligations by virtue of such Advance Facility and
(B) neither the Advance Financing Person nor any Servicer's Assignee (as
hereinafter defined) shall have any right to proceed against or otherwise
contact any Mortgagor for the purpose of collecting any payment that may be due
with respect to any related Mortgage Loan or enforcing any covenant of such
Mortgagor under the related Mortgage Loan documents.

          (b) If the Servicer enters into an Advance Facility, the Servicer and
the related Advance Financing Person shall deliver to the Trustee at the address
set forth in Section 10.05 hereof a written notice (an "Advance Facility
Notice"), stating (a) the identity of the Advance Financing Person, (b) the
identity of the Person (the "Servicer's Assignee") that will, subject to Section
10.13(c) hereof, have the right to make withdrawals from the Collection Account
pursuant to Section 3.08 hereof to reimburse previously unreimbursed Advances
and/or Servicing Advances ("Advance Reimbursement Amounts") and (c) that the
Servicer's Assignee shall agree to be bound by the provisions of this Section
10.13. The Advance Facility Notice shall be executed by the Servicer, the
Advance Financing Person and the Servicer's Assignee. Advance Reimbursement
Amounts (i) shall consist solely of amounts in respect of Advances and/or
Servicing Advances for which the Servicer would be permitted to reimburse itself
in accordance with Section 3.08 hereof, assuming the Servicer had made the
related Advance(s) and/or Servicing Advance(s) and (ii) shall not consist of
amounts payable to a successor Servicer in accordance with Section 3.08 hereof
to the extent permitted under Section 10.13(e) below.

          (c) Notwithstanding the existence of an Advance Facility, the
Servicer, on behalf of the Advance Financing Person, shall be entitled to
receive reimbursements of Advances and/or Servicing Advances in accordance with
Section 3.08 hereof, which entitlement may be terminated by the Advance
Financing Person pursuant to a written notice to the Trustee in the manner set
forth in Section 10.05 hereof. Upon receipt of such written notice, the Servicer
shall no longer be entitled to receive reimbursement for any Advance
Reimbursement Amounts and the Servicer's Assignee shall immediately have the
right to receive from the Collection Account all Advance Reimbursement Amounts.
Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Servicer
and/or the Servicer's Assignee shall only be entitled to reimbursement of
Advance Reimbursement Amounts hereunder pursuant to Section 3.08 of this
Agreement and shall not otherwise be entitled to make withdrawals of, or
receive, Advance Reimbursement Amounts that shall be deposited in the Collection
Account pursuant to Section 3.05 hereof, and (ii) none of the Trustee or the
Certificateholders shall have any right to, or otherwise be entitled to, receive
any Advance Reimbursement Amounts to which the Servicer or Servicer's Assignee,
as applicable, shall be entitled pursuant to Section 3.08 hereof. Without
limiting the foregoing, none of the Trustee, the NIMs Insurer or the
Certificateholders shall have any right of set-off against Advance Reimbursement
Amounts hereunder. An Advance Facility may be terminated by the joint written
direction of the Servicer and the related Advance Financing Person. Written
notice of such termination shall be delivered to the Trustee in the manner set
forth in Section 10.05 hereof. Upon an Event of Default or if the Trustee
otherwise shall reasonably request, the Servicer shall maintain and provide to
any successor servicer or the Trustee as successor servicer a detailed
accounting on a loan-by-loan basis as to amounts advanced by, pledged or
assigned to, and reimbursed to any Advance Financing Person (and such successor
servicer or Trustee may rely on such information).


                                      152

<PAGE>

          (d) [RESERVED]

          (e) As between a predecessor Servicer and its Advance Financing
Person, on the one hand, and a successor Servicer and its Advance Financing
Person, if any, on the other hand, Advance Reimbursement Amounts on a
loan-by-loan basis with respect to each Mortgage Loan as to which an Advance
and/or Servicing Advance shall have been made and be outstanding shall be
allocated on a "first-in, first out" basis. In the event the Servicer's Assignee
shall have received some or all of an Advance Reimbursement Amount related to
Advances and/or Servicing Advances that were made by a Person other than such
predecessor Servicer or its related Advance Financing Person in error, then such
Servicer's Assignee shall be required to remit any portion of such Advance
Reimbursement Amount to each Person entitled to such portion of such Advance
Reimbursement Amount. Without limiting the generality of the foregoing, the
Servicer shall remain entitled to be reimbursed by the Advance Financing Person
for all Advances and/or Servicing Advances funded by the Servicer to the extent
the related Advance Reimbursement Amounts have not been assigned or pledged to
such Advance Financing Person or Servicer's Assignee.

          (f) For purposes of any certification of a Servicing Officer of the
Servicer made pursuant to Section 4.01, any Nonrecoverable Advance or
Nonrecoverable Servicing Advance referred to therein may have been made by such
Servicer or any predecessor Servicer. In making its determination that any
Advance or Servicing Advance theretofore made has become a Nonrecoverable
Advance or Nonrecoverable Servicing Advance, the Servicer shall apply the same
criteria in making such determination regardless of whether such Advance or
Servicing Advance shall have been made by the Servicer or any predecessor
Servicer.

          (g) The Trustee shall not, as a result of the existence of any Advance
Facility, have any additional duty or liability with respect to the payment of
any Advance Reimbursement Amount, have any additional responsibility to track or
monitor Advance Reimbursement Amounts or any Advance Facility, and, is not and
shall not be obligated to make any payment with respect to any Advance
Reimbursement Amount.

          (h) Neither the Depositor nor the Trustee shall, as a result of the
existence of any Advance Facility, have any additional duty or liability with
respect to the calculation or payment of any Advance Reimbursement Amount, nor,
as a result of the existence of any Advance Facility, shall the Depositor or the
Trustee have any additional responsibility to track or monitor the
administration of the Advance Facility or the payment of Advance Reimbursement
Amounts to the Servicer's Assignee. The Servicer shall indemnify the Depositor,
the Trustee, any successor servicer and the Issuing Entity for any claim, loss,
liability or damage resulting from any claim by the related Advance Financing
Person, except to the extent that such claim, loss, liability or damage resulted
from or arose out of negligence, recklessness or willful misconduct on the part
of the Depositor, the Trustee or any successor servicer, as the case may be, or
failure by the successor servicer or the Trustee, as the case may be, to remit
funds as required by this Agreement or the commission of an act or omission to
act by the successor servicer or the Trustee, as the case may be, and the
passage of any applicable cure or grace period, such that an Event of Default
under this Agreement occurs or such entity is subject to termination for cause
under this Agreement.

     SECTION 10.14. Compliance with Regulation AB.

          Each of the parties hereto acknowledges and agrees that the purpose of
Sections 3.17, 3.18 and 3.27 of this Agreement is to facilitate compliance by
the Depositor with the provisions of Regulation AB, as such may be amended or
clarified from time to time. Therefore, each of the parties agrees that (a) the
obligations of the parties hereunder shall be interpreted in such a manner as to


                                      153

<PAGE>

accomplish compliance with Regulation AB, (b) the parties' obligations hereunder
will be supplemented and modified as necessary to be consistent with any such
amendments, interpretive advice or guidance, or convention or consensus among
active participants in the asset-backed securities markets in respect of the
requirements of Regulation AB and (c) the parties shall comply with reasonable
requests made by the Depositor for delivery of that or different information as
is necessary to comply with the provisions of Regulation AB.


                                      154
<PAGE>

     IN WITNESS WHEREOF, the Depositor, the Trustee and the Servicer have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.

                                        MERRILL LYNCH MORTGAGE INVESTORS, INC.,
                                        as Depositor


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


                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


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


                                        LITTON LOAN SERVICING LP,
                                        as Servicer


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

<PAGE>

                                    EXHIBIT A

                              FORMS OF CERTIFICATES

<PAGE>

                           FORM OF CLASS A CERTIFICATE

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE TRUSTEE OR THE SERVICER REFERRED TO BELOW OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE, THE REMIC REGULAR INTEREST REPRESENTED
HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE
DEPOSITOR, THE TRUSTEE, THE SERVICER OR BY ANY OF THEIR AFFILIATES OR BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

UNTIL THE TERMINATION OF THE SWAP AGREEMENT, EACH TRANSFEREE OF THIS CERTIFICATE
SHALL BE DEEMED TO REPRESENT (OR IN THE CASE OF A DEFINITIVE CERTIFICATE, SHALL
REPRESENT) TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT, AND IS NOT ACTING
FOR, ON BEHALF OF OR WITH ANY ASSETS OF, ANY EMPLOYEE BENEFIT PLAN OR OTHER
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR ANY PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) THE TRANSFEREE'S
ACQUISITION AND HOLDING OF THIS CERTIFICATE IS COVERED BY AND EXEMPT UNDER ANY
OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-38,
PTCE 95-60, PTCE 96-23, EACH AS AMENDED.

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

                             CLASS A-__ CERTIFICATE

Number: 06-5-A-___-1                    Original Denomination:
                                        $_____________

Cut-off Date: July 1, 2006              Last Scheduled
                                        Distribution Date: July 25, 2037

First Distribution Date:                Aggregate Initial Certificate
August 25, 2006                         Balance of all Class A-___
                                        Certificates: $_____________

Pass-Through Rate: Variable(1)          CUSIP: _____________

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


                                     A-1-2

<PAGE>

                            OWNIT MORTGAGE LOAN TRUST
                    MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
                                  Series 2006-5

evidencing an ownership interest in distributions allocable to the Class A-__
Certificates with respect to a pool of conventional, sub-prime mortgage loans
formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

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

     This certifies that CEDE & CO. is the registered owner of the ownership
interest (the "Ownership Interest") evidenced by this Certificate (obtained by
dividing the Original Denomination of this Certificate by the aggregate Initial
Certificate Balance of all Class A-__ Certificates) in certain distributions
with respect to a pool of conventional, sub-prime mortgage loans (the "Mortgage
Loans") formed and sold by Merrill Lynch Mortgage Investors, Inc. (hereinafter
called the "Depositor"), and certain other property held in trust for the
benefit of Certificateholders (collectively, the "Trust Fund"). The Mortgage
Loans are serviced by Saxon Mortgage Services, Inc. (the "Servicer") and are
secured by first-lien or second-lien mortgages on the Mortgaged Properties. The
Trust Fund was created pursuant to a pooling and servicing agreement (the
"Agreement"), dated as of July 1, 2006, among the Depositor, the Servicer and
LaSalle Bank National Association ("LB"), as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement.

     This Certificate is one of a duly authorized issue of Certificates,
designated as Ownit Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates,
Series 2006-5, Class A-__ (the "Class A-__ Certificates") and is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which Agreement such Holder is bound.

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

     Pursuant to the terms of the Agreement, the Trustee will distribute from
funds in the Certificate Account the amounts described in the Agreement on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing in August 2006.
Such distributions will be made to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
preceding the month in which such payment is made.


                                     A-1-3

<PAGE>

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

     The Trustee will maintain or cause to be maintained a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the
Trustee will provide for the registration of Certificates and of transfers and
exchanges of Certificates. Upon surrender for registration of transfer of any
Certificate at any office or agency of the Trustee, or, if an Authenticating
Agent has been appointed under the Agreement, the Authenticating Agent,
maintained for such purpose, the Trustee, will, subject to the limitations set
forth in the Agreement, authenticate and deliver, in the name of the designated
transferee or transferees, a Certificate of a like class and dated the date of
authentication by the Authenticating Agent. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee,
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee, for that
purpose and specified in such notice of final distribution.

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

     Unless the certificate of authentication has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                     A-1-4

<PAGE>

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

Dated: July 27, 2006                    LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


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

CERTIFICATE OF AUTHENTICATION

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

LASALLE BANK NATIONAL ASSOCIATION,
as Authenticating Agent


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


                                     A-1-5

<PAGE>

                             REVERSE OF CERTIFICATE

                            OWNIT MORTGAGE LOAN TRUST
                    MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
                                  Series 2006-5

     This Certificate is one of a duly authorized issue of Certificates,
designated as Ownit Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates,
Series 2006-5, issued in one or more Classes of Class A Certificates, Class M
Certificates, Class B Certificates, Class P Certificates and Class C
Certificates, each evidencing an interest in certain distributions with respect
to a pool of conventional, sub-prime Mortgage Loans formed and sold by the
Depositor and certain other property conveyed by the Depositor to the Trustee.

     Following the initial issuance of the Certificates, the principal balance
of this Certificate will be different from the Original Denomination shown
above. Anyone acquiring this Certificate may ascertain its current principal
balance by inquiry of the Trustee.

     The Holder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund and certain amounts resulting from credit enhancements
for payment hereunder and that the Trustee is not liable to the Holders for any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the Agreement.

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

     No service charge will be made to the Holder for any transfer or exchange
of the Certificate, but the Trustee may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer or exchange of the Certificate. Prior to due presentation of a
Certificate for registration of transfer, the Depositor and the Trustee may
treat the person in whose name any Certificate is registered as the owner of
such Certificate and the Percentage Interest in the Trust Fund evidenced thereby
for the purpose of receiving distributions pursuant to the Agreement and for all
other purposes whatsoever, and neither the Depositor nor the Trustee will be
affected by notice to the contrary.

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

     The Agreement may also be amended from time to time by the Depositor, the
Servicer and the Trustee, with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Percentage Interests of
each Class of Certificates affected thereby, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment may (i)
reduce in any manner the amount of, or delay the timing of, payments


                                     A-1-6

<PAGE>

received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates in a manner other than as described in clause (i), without
the consent of the Holders of Certificates of such Class evidencing 66 2/3% or
more of the Voting Rights of such Class or (iii) change the percentage specified
in clause (ii) of the third paragraph of Section 10.01 of the Agreement, without
the consent of the Holders of all Certificates of such Class then outstanding.

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

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

     The obligations and responsibilities of the Depositor, the Servicer and the
Trustee under the Agreement shall terminate upon the earlier of (a) the exercise
by the Trustee of an Optional Termination; and (b) the later of (i) the maturity
or other liquidation (or any Advance with respect thereto) of the last Mortgage
Loan remaining in the Trust Fund and the disposition of all REO Property and
(ii) the distribution to Certificateholders of all amounts required to be
distributed to them pursuant to this Agreement, as applicable. In no event shall
the trusts created under the Agreement continue beyond the earlier of (i) the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late Ambassador of the United States to the Court of St.
James's, living on the date hereof and (ii) the Latest Possible Maturity Date.


                                     A-1-7

<PAGE>

                              [FORM OF ASSIGNMENT]

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

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

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

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

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

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

Dated:                                  NOTICE: The signature to this assignment
       ------------------------------   must correspond with the name as it
                                        appears upon the face of the within
                                        Certificate in every particular, without
-------------------------------------   alteration or enlargement or any change
(Signature guaranty)                    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-1-8

<PAGE>

                           FORM OF CLASS M CERTIFICATE

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE TRUSTEE OR THE SERVICER REFERRED TO BELOW OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE, THE REMIC REGULAR INTEREST REPRESENTED
HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE
DEPOSITOR, THE TRUSTEE, THE SERVICER OR BY ANY OF THEIR AFFILIATES OR BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

UNTIL THE TERMINATION OF THE SWAP AGREEMENT, EACH TRANSFEREE OF THIS CERTIFICATE
SHALL BE DEEMED TO REPRESENT (OR IN THE CASE OF A DEFINITIVE CERTIFICATE, SHALL
REPRESENT) TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT, AND IS NOT ACTING
FOR, ON BEHALF OF OR WITH ANY ASSETS OF, ANY EMPLOYEE BENEFIT PLAN OR OTHER
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR ANY PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) THE TRANSFEREE'S
ACQUISITION AND HOLDING OF THIS CERTIFICATE IS COVERED BY AND EXEMPT UNDER ANY
OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-38,
PTCE 95-60, PTCE 96-23, EACH AS AMENDED.

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

                             CLASS M-__ CERTIFICATE

Number: 06-5-M-__                       Original Denomination:
                                        $_____________

Cut-off Date: July 1, 2006              Last Scheduled
                                        Distribution Date: July 25, 2037

First Distribution Date:                Aggregate Initial Certificate
August 25, 2006                         Balance of all Class M-__
                                        Certificates: $_____________

Pass-Through Rate: Variable(1)          CUSIP: _____________

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

<PAGE>

                            OWNIT MORTGAGE LOAN TRUST
                    MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
                                  Series 2006-5

evidencing an ownership interest in distributions allocable to the Class M-__
Certificates with respect to a pool of conventional, sub-prime mortgage loans
formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

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

     This certifies that CEDE & CO. is the registered owner of the ownership
interest (the "Ownership Interest") evidenced by this Certificate (obtained by
dividing the Original Denomination of this Certificate by the aggregate Initial
Certificate Balance of all Class A Certificates) in certain distributions with
respect to a pool of conventional, sub-prime mortgage loans (the "Mortgage
Loans") formed and sold by Merrill Lynch Mortgage Investors, Inc. (hereinafter
called the "Depositor"), and certain other property held in trust for the
benefit of Certificateholders (collectively, the "Trust Fund"). The Mortgage
Loans are serviced by Saxon Mortgage Services, Inc. (the "Servicer") and are
secured by first-lien or second-lien mortgages on Mortgaged Properties. The
Trust Fund was created pursuant to a pooling and servicing agreement (the
"Agreement"), dated as of July 1, 2006, between the Depositor, the Servicer and
LaSalle Bank National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement.

     This Certificate is one of a duly authorized issue of Certificates,
designated as Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed
Certificates, Series 2006-5, Class M-__ (the "Class M-__ Certificates") and is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which Agreement such Holder is bound.

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

     Pursuant to the terms of the Agreement, the Trustee will distribute from
funds in the Certificate Account the amounts described in the Agreement on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing in August 2006.
Such distributions will be made to the Person in whose name this Certificate 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 Certificate will be made either by check mailed to
the address of the person entitled to distributions as it appears on the
Certificate Register or, in the case of any Certificateholder that has so
notified the Trustee in writing in accordance with the Agreement, by wire
transfer in immediately available funds to the account of such Certificateholder
at a bank or other depository


                                     A-2-2

<PAGE>

institution having appropriate wire transfer facilities; provided, however, that
the final distribution in retirement of the certificates will be made only upon
presentation and surrender of this Certificate at the office of the Trustee or
such other address designated in writing by the Trustee. On each Distribution
Date, a Holder of this Certificate will receive such Holder's Percentage
Interest of the amounts required to be distributed with respect to the
applicable Class of Certificates.

     The Trustee will maintain or cause to be maintained a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the
Trustee will provide for the registration of Certificates and of transfers and
exchanges of Certificates. Upon surrender for registration of transfer of any
Certificate at any office or agency of the Trustee, or, if an Authenticating
Agent has been appointed under the Agreement, the Authenticating Agent,
maintained for such purpose, the Trustee, will, subject to the limitations set
forth in the Agreement, authenticate and deliver, in the name of the designated
transferee or transferees, a Certificate of a like class and dated the date of
authentication by the Authenticating Agent. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee,
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee, for that
purpose and specified in such notice of final distribution.

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

     Unless the certificate of authentication has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                     A-2-3

<PAGE>

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

Dated: July 27, 2006                    LASALLE NATIONAL ASSOCIATION, as Trustee


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

CERTIFICATE OF AUTHENTICATION

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


LASALLE BANK NATIONAL ASSOCIATION,
as Authenticating Agent


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


                                     A-2-4

<PAGE>

                           FORM OF CLASS B CERTIFICATE

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE TRUSTEE OR THE SERVICER REFERRED TO BELOW OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE, THE REMIC REGULAR INTEREST REPRESENTED
HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE
DEPOSITOR, THE TRUSTEE, THE SERVICER OR BY ANY OF THEIR AFFILIATES OR BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

UNTIL THE TERMINATION OF THE SWAP AGREEMENT, EACH TRANSFEREE OF THIS CERTIFICATE
SHALL BE DEEMED TO REPRESENT (OR IN THE CASE OF A DEFINITIVE CERTIFICATE, SHALL
REPRESENT) TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT, AND IS NOT ACTING
FOR, ON BEHALF OF OR WITH ANY ASSETS OF, ANY EMPLOYEE BENEFIT PLAN OR OTHER
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR ANY PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) THE TRANSFEREE'S
ACQUISITION AND HOLDING OF THIS CERTIFICATE IS COVERED BY AND EXEMPT UNDER ANY
OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-38,
PTCE 95-60, PTCE 96-23, EACH AS AMENDED.

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

                               CLASS B CERTIFICATE

Number: 06-5-B-__                       Original Denomination:
                                        $_____________

Cut-off Date: July 1, 2006              Last Scheduled
                                        Distribution Date: July 25, 2037

First Distribution Date:                Aggregate Initial Certificate
August 25, 2006                         Balance of all Class B-__
                                        Certificates: $_____________

Pass-Through Rate: Variable(1)          CUSIP: _____________

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

<PAGE>

                            OWNIT MORTGAGE LOAN TRUST
                    MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
                                  Series 2006-5

evidencing an ownership interest in distributions allocable to the Class B-__
Certificates with respect to a pool of conventional, sub-prime mortgage loans
formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

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

     This certifies that CEDE & CO. is the registered owner of the ownership
interest (the "Ownership Interest") evidenced by this Certificate (obtained by
dividing the Original Denomination of this Certificate by the aggregate Initial
Certificate Balance of all Class B-__ Certificates) in certain distributions
with respect to a pool of conventional, sub-prime mortgage loans (the "Mortgage
Loans") formed and sold by Merrill Lynch Mortgage Investors, Inc. (hereinafter
called the "Depositor"), and certain other property held in trust for the
benefit of Certificateholders (collectively, the "Trust Fund"). The Mortgage
Loans are serviced by Saxon Mortgage Services, Inc. (the "Servicer") and are
secured by first-lien or second-lien mortgages on the Mortgaged Properties. The
Trust Fund was created pursuant to a pooling and servicing agreement (the
"Agreement"), dated as of July 1, 2006, among the Depositor, the Servicer and
LaSalle Bank National Association ("LB"), as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement.

     This Certificate is one of a duly authorized issue of Certificates,
designated as Ownit Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates,
Series 2006-5, Class B-__ (the "Class B-__ Certificates") and is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which Agreement such Holder is bound.

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

     Pursuant to the terms of the Agreement, the Trustee will distribute from
funds in the Certificate Account the amounts described in the Agreement on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing in August 2006.
Such distributions will be made to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
preceding the month in which such payment is made.


                                     A-3-2

<PAGE>

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

     The Trustee will maintain or cause to be maintained a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the
Trustee will provide for the registration of Certificates and of transfers and
exchanges of Certificates. Upon surrender for registration of transfer of any
Certificate at any office or agency of the Trustee, or, if an Authenticating
Agent has been appointed under the Agreement, the Authenticating Agent,
maintained for such purpose, the Trustee, will, subject to the limitations set
forth in the Agreement, authenticate and deliver, in the name of the designated
transferee or transferees, a Certificate of a like class and dated the date of
authentication by the Authenticating Agent. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee,
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee, for that
purpose and specified in such notice of final distribution.

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

     Unless the certificate of authentication has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                     A-3-3

<PAGE>

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

Dated: July 27, 2006                    LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


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

CERTIFICATE OF AUTHENTICATION

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


LASALLE BANK NATIONAL ASSOCIATION,
as Authenticating Agent


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


                                     A-3-4
<PAGE>

                             REVERSE OF CERTIFICATE

                            OWNIT MORTGAGE LOAN TRUST
                    MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
                                  Series 2006-5

     This Certificate is one of a duly authorized issue of Certificates,
designated as Ownit Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates,
Series 2006-5, issued in one or more Classes of Class A Certificates, Class M
Certificates, Class B Certificates, Class P Certificates and Class C
Certificates, each evidencing an interest in certain distributions with respect
to a pool of conventional, sub-prime Mortgage Loans formed and sold by the
Depositor and certain other property conveyed by the Depositor to the Trustee.

     Following the initial issuance of the Certificates, the principal balance
of this Certificate will be different from the Original Denomination shown
above. Anyone acquiring this Certificate may ascertain its current principal
balance by inquiry of the Trustee.

     The Holder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund and certain amounts resulting from credit enhancements
for payment hereunder and that the Trustee is not liable to the Holders for any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the Agreement.

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

     No service charge will be made to the Holder for any transfer or exchange
of the Certificate, but the Trustee may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer or exchange of the Certificate. Prior to due presentation of a
Certificate for registration of transfer, the Depositor and the Trustee may
treat the person in whose name any Certificate is registered as the owner of
such Certificate and the Percentage Interest in the Trust Fund evidenced thereby
for the purpose of receiving distributions pursuant to the Agreement and for all
other purposes whatsoever, and neither the Depositor nor the Trustee will be
affected by notice to the contrary.

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

     The Agreement may also be amended from time to time by the Depositor, the
Servicer and the Trustee, with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Percentage Interests of
each Class of Certificates affected thereby, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that


                                      A-3-5

<PAGE>

no such amendment may (i) reduce in any manner the amount of, or delay the
timing of, payments received on Mortgage Loans which are required to be
distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interests of the
Holders of any Class of Certificates in a manner other than as described in
clause (i), without the consent of the Holders of Certificates of such Class
evidencing 66 2/3% or more of the Voting Rights of such Class or (iii) change
the percentage specified in clause (ii) of the third paragraph of Section 10.01
of the Agreement, without the consent of the Holders of all Certificates of such
Class then outstanding.

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

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

     The obligations and responsibilities of the Depositor, the Servicer and the
Trustee under the Agreement shall terminate upon the earlier of (a) the exercise
by the Trustee of an Optional Termination; and (b) the later of (i) the maturity
or other liquidation (or any Advance with respect thereto) of the last Mortgage
Loan remaining in the Trust Fund and the disposition of all REO Property and
(ii) the distribution to Certificateholders of all amounts required to be
distributed to them pursuant to this Agreement, as applicable. In no event shall
the trusts created under the Agreement continue beyond the earlier of (i) the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late Ambassador of the United States to the Court of St.
James's, living on the date hereof and (ii) the Latest Possible Maturity Date.


                                      A-3-6

<PAGE>

                              [FORM OF ASSIGNMENT]

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

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

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

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

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

Dated: _________________


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

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


                                      A-3-7

<PAGE>

                           FORM OF CLASS C CERTIFICATE

     SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A GRANTOR TRUST THAT HOLDS 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") AND IS TREATED AS HAVING ENTERED INTO CERTAIN NOTIONAL PRINCIPAL
CONTRACTS.

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE TRUSTEE OR THE SERVICER REFERRED TO BELOW OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE, THE REMIC REGULAR INTEREST REPRESENTED
HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE
DEPOSITOR, THE TRUSTEE, THE SERVICER OR BY ANY OF THEIR AFFILIATES OR BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

     THIS CLASS C CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS SOLD OR TRANSFERRED IN TRANSACTIONS
WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT OR UNDER APPLICABLE STATE LAW
AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     NO TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
TRANSFEREE PROVIDES THE TRUSTEE AND THE DEPOSITOR WITH (A) A REPRESENTATION THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN
SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO ANY STATE, LOCAL,
FEDERAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE ("SIMILAR LAW"), AND IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING THIS CERTIFICATE FOR, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH
PLAN, (B) IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING
UNDERWRITING, A REPRESENTATION THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY THAT
IS ACQUIRING THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL
ACCOUNT" AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION
("PTCE") 95-60 AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED
AND EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60 OR (C) SOLELY IN THE CASE OF A
DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE, AND
UPON WHICH THE TRUSTEE SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE
ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL
NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER ERISA OR
THE CODE OR A VIOLATION OF SIMILAR LAW AND WILL NOT SUBJECT THE NIMS INSURER,
THE TRUSTEE, THE SERVICER OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AND SERVICING AGREEMENT, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE NIMS INSURER, THE TRUSTEE, THE
SERVICER OR THE DEPOSITOR.

<PAGE>

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

                               CLASS C CERTIFICATE

Number: 06-5-C-1                            Percentage Interest:
                                            100%

Cut-off Date: July 1, 2006

First Distribution Date: August 25, 2006

Pass-Through Rate: Variable                CUSIP: _____________


                                      A-4-2

<PAGE>

                            OWNIT MORTGAGE LOAN TRUST
                    MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
                                  SERIES 2006-5

evidencing an ownership interest in distributions allocable to the Class C
Certificates with respect to a pool of conventional, sub-prime mortgage loans
formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

     This certifies that MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as
nominee for Merrill Lynch Funding Corp, is the registered owner of the ownership
interest (the "Ownership Interest") evidenced by this Certificate (obtained by
dividing the Original Denomination of this Certificate by the aggregate Initial
Certificate Balance of all Class C Certificates) in certain distributions with
respect to a pool of conventional, sub-prime mortgage loans (the "Mortgage
Loans") formed and sold by Merrill Lynch Mortgage Investors, Inc. (hereinafter
called the "Depositor"), and certain other property held in trust for the
benefit of Certificateholders (collectively, the "Trust Fund"). The Mortgage
Loans are serviced by Saxon Mortgage Services, Inc. (the "Servicer") and are
secured by first or second-lien mortgages on the Mortgaged Properties. The Trust
Fund was created pursuant to a pooling and servicing agreement (the
"Agreement"), dated as of July 1, 2006, among the Depositor, the Servicer and
Lasalle Bank National Association ("LB"), as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement.

     This Certificate is one of a duly authorized issue of Certificates,
designated as Ownit Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates,
Series 2006-5, Class C (the "Class C Certificates") and is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which Agreement such Holder is bound.

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

     Pursuant to the terms of the Agreement, the Trustee will distribute from
funds in the Certificate Account the amounts described in the Agreement on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing in August 2006.
Such distributions will be made to the Person in whose name this Certificate 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 Certificate will be made either by check mailed to
the address of the person entitled to distributions as it appears on the
Certificate Register or, in the case of any certificateholder that has so
notified the Trustee in writing in accordance with the Agreement, by wire
transfer in immediately available funds to the account of such certificateholder
at a bank or other depository institution having appropriate wire transfer
facilities; provided, however, that the final distribution in retirement of the
certificates will be made only upon presentation and surrender of this
Certificate at the office of the Trustee or such other address designated in
writing by the Trustee. On each Distribution Date, a holder of this Certificate
will receive such holder's Percentage Interest of the amounts required to be
distributed with respect to the applicable Class of Certificates.


                                      A-4-3

<PAGE>

     The Trustee will maintain or cause to be maintained a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the
Trustee will provide for the registration of Certificates and of transfers and
exchanges of Certificates. Upon surrender for registration of transfer of any
Certificate at any office or agency of the Trustee, or, if an Authenticating
Agent has been appointed under the Agreement, the Authenticating Agent,
maintained for such purpose, the Trustee, will, subject to the limitations set
forth in the Agreement, authenticate and deliver, in the name of the designated
transferee or transferees, a Certificate of a like class and dated the date of
authentication by the Authenticating Agent. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee,
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee, for that
purpose and specified in such notice of final distribution.

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

     Unless the certificate of authentication has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      A-4-4

<PAGE>

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

Dated: July 27, 2006                    LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


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

CERTIFICATE OF AUTHENTICATION

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

LASALLE BANK NATIONAL ASSOCIATION,
as Authenticating Agent


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


                                      A-4-5

<PAGE>

                             REVERSE OF CERTIFICATE

                            OWNIT MORTGAGE LOAN TRUST
                    MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
                                  Series 2006-5

     This Certificate is one of a duly authorized issue of Certificates,
designated as Ownit Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates,
Series 2006-5, issued in one or more Classes of Class A Certificates, Class M
Certificates, Class B Certificates, Class P Certificates and Class C
Certificates, each evidencing an interest in certain distributions with respect
to a pool of conventional, sub-prime Mortgage Loans formed and sold by the
Depositor and certain other property conveyed by the Depositor to the Trustee.

     Following the initial issuance of the Certificates, the principal balance
of this Certificate will be different from the Original Denomination shown
above. Anyone acquiring this Certificate may ascertain its current principal
balance by inquiry of the Trustee.

     The Holder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund and certain amounts resulting from credit enhancements
for payment hereunder and that the Trustee is not liable to the Holders for any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the Agreement.

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

     No service charge will be made to the Holder for any transfer or exchange
of the Certificate, but the Trustee may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer or exchange of the Certificate. Prior to due presentation of a
Certificate for registration of transfer, the Depositor and the Trustee may
treat the person in whose name any Certificate is registered as the owner of
such Certificate and the Percentage Interest in the Trust Fund evidenced thereby
for the purpose of receiving distributions pursuant to the Agreement and for all
other purposes whatsoever, and neither the Depositor nor the Trustee will be
affected by notice to the contrary.

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

     The Agreement may also be amended from time to time by the Depositor, the
Servicer and the Trustee, with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Percentage Interests of
each Class of Certificates affected thereby, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment may (i)
reduce in any manner the amount of, or delay the timing of, payments


                                      A-4-6

<PAGE>

received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates in a manner other than as described in clause (i), without
the consent of the Holders of Certificates of such Class evidencing 66 2/3% or
more of the Voting Rights of such Class or (iii) change the percentage specified
in clause (ii) of the third paragraph of Section 10.01 of the Agreement, without
the consent of the Holders of all Certificates of such Class then outstanding.

     For federal income tax purposes, the Trust Fund will include multiple "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. The Class R Certificate will represent the sole class of
"residual interest" in each of the REMICs.

     The obligations and responsibilities of the Depositor, the Servicer and the
Trustee under the Agreement shall terminate upon the earlier of (a) the exercise
by the Trustee of an Optional Termination; and (b) the later of (i) the maturity
or other liquidation (or any Advance with respect thereto) of the last Mortgage
Loan remaining in the Trust Fund and the disposition of all REO Property and
(ii) the distribution to Certificateholders of all amounts required to be
distributed to them pursuant to this Agreement, as applicable. In no event shall
the trusts created under the Agreement continue beyond the earlier of (i) the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late Ambassador of the United States to the Court of St.
James's, living on the date hereof and (ii) the Latest Possible Maturity Date.


                                      A-4-7

<PAGE>

                                   ASSIGNMENT

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

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

(Please Print or Type Name and Address of Assignee)

________________________________________________________________________________

________________________________________________________________________________

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

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

Dated: ________________


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

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


                                      A-4-8

<PAGE>

                           FORM OF CLASS P CERTIFICATE

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE TRUSTEE OR THE SERVICER REFERRED TO BELOW OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED OR INSURED BY THE DEPOSITOR, THE TRUSTEE, THE SERVICER OR BY ANY OF
THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

     THIS CLASS P CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS SOLD OR TRANSFERRED IN TRANSACTIONS
WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT OR UNDER APPLICABLE STATE LAW
AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     NO TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
TRANSFEREE PROVIDES THE TRUSTEE AND THE DEPOSITOR WITH (A) A REPRESENTATION THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN
SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO ANY STATE, LOCAL,
FEDERAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE ("SIMILAR LAW"), AND IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING THIS CERTIFICATE FOR, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH
PLAN, (B) IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING
UNDERWRITING, A REPRESENTATION THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY THAT
IS ACQUIRING THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL
ACCOUNT" AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION
("PTCE") 95-60 AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED
AND EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60 OR (C) SOLELY IN THE CASE OF A
DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE, AND
UPON WHICH THE TRUSTEE SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE
ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL
NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER ERISA OR
THE CODE OR A VIOLATION OF SIMILAR LAW AND WILL NOT SUBJECT THE NIMS INSURER,
THE TRUSTEE, THE SERVICER OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AND SERVICING AGREEMENT, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE NIMS INSURER, THE TRUSTEE, THE
SERVICER OR THE DEPOSITOR.

<PAGE>

                               CLASS P CERTIFICATE

Number: 06-5-P-1                            Percentage Interest: 100%

Cut-off Date: July 1, 2006

First Distribution Date: August 25, 2006    CUSIP: _____________


                                      A-5-2

<PAGE>

                            OWNIT MORTGAGE LOAN TRUST
                    MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
                                  SERIES 2006-5

evidencing an ownership interest in distributions allocable to the Class P
Certificates with respect to a pool of conventional, sub-prime mortgage loans
formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

     This certifies that MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as
nominee for Merrill Lynch Funding Corp, is the registered owner of the ownership
interest (the "Ownership Interest") evidenced by this Certificate (obtained by
dividing the Original Denomination of this Certificate by the aggregate Initial
Certificate Balance of all Class P Certificates) in certain distributions with
respect to a pool of conventional, sub-prime mortgage loans (the "Mortgage
Loans") formed and sold by Merrill Lynch Mortgage Investors, Inc. (hereinafter
called the "Depositor"), and certain other property held in trust for the
benefit of Certificateholders (collectively, the "Trust Fund"). The Mortgage
Loans are serviced by Saxon Mortgage Services, Inc. (the "Servicer") and are
secured by first or second-lien mortgages on the Mortgaged Properties. The Trust
Fund was created pursuant to a pooling and servicing agreement (the
"Agreement"), dated as of July 1, 2006, among the Depositor, the Servicer and
LaSalle Bank National Association ("LB"), as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement.

     This Certificate is one of a duly authorized issue of Certificates,
designated as Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed
Certificates, Series 2006-5, Class P (the "Class P Certificates") and is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which Agreement such Holder is bound.

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

     Pursuant to the terms of the Agreement, the Trustee will distribute from
funds in the Certificate Account the amounts described in the Agreement on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing in August 2006.
Such distributions will be made to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
preceding the month in which such payment is made, if such last day is not a
Business Day, the Business Day immediately preceding such last day.

     Distributions on this Certificate will be made either by check mailed to
the address of the person entitled to distributions as it appears on the
Certificate Register or, in the case of any certificateholder that has so
notified the Trustee in writing in accordance with the Agreement, by wire
transfer in immediately available funds to the account of such certificateholder
at a bank or other depository institution having appropriate wire transfer
facilities; provided, however, that the final distribution in retirement of the
certificates will be made only upon presentation and surrender of this
Certificate at the office of the Trustee or such other address designated in
writing by the Trustee. On each Distribution Date, a holder of


                                      A-5-3

<PAGE>

this Certificate will receive such holder's Percentage Interest of the amounts
required to be distributed with respect to the applicable Class of Certificates.

     The Trustee will maintain or cause to be maintained a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the
Trustee will provide for the registration of Certificates and of transfers and
exchanges of Certificates. Upon surrender for registration of transfer of any
Certificate at any office or agency of the Trustee, or, if an Authenticating
Agent has been appointed under the Agreement, the Authenticating Agent,
maintained for such purpose, the Trustee, will, subject to the limitations set
forth in the Agreement, authenticate and deliver, in the name of the designated
transferee or transferees, a Certificate of a like class and dated the date of
authentication by the Authenticating Agent. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee,
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee, for that
purpose and specified in such notice of final distribution.

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

     Unless the certificate of authentication has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      A-5-4

<PAGE>

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

Dated: July 27, 2006                    LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


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

CERTIFICATE OF AUTHENTICATION

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

LASALLE BANK NATIONAL ASSOCIATION,
as Authenticating Agent


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


                                     A-5-5
<PAGE>

                             REVERSE OF CERTIFICATE

                            OWNIT MORTGAGE LOAN TRUST
                    MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
                                  Series 2006-5

     This Certificate is one of a duly authorized issue of Certificates,
designated as Ownit Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates,
Series 2006-5, issued in one or more Classes of Class A Certificates, Class M
Certificates, Class B Certificates, Class P Certificates and Class C
Certificates, each evidencing an interest in certain distributions with respect
to a pool of conventional, sub-prime Mortgage Loans formed and sold by the
Depositor and certain other property conveyed by the Depositor to the Trustee.

     The Holder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund and certain amounts resulting from credit enhancements
for payment hereunder and that the Trustee is not liable to the Holders for any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the Agreement.

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

     No service charge will be made to the Holder for any transfer or exchange
of the Certificate, but the Trustee may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer or exchange of the Certificate. Prior to due presentation of a
Certificate for registration of transfer, the Depositor and the Trustee may
treat the person in whose name any Certificate is registered as the owner of
such Certificate and the Percentage Interest in the Trust Fund evidenced thereby
for the purpose of receiving distributions pursuant to the Agreement and for all
other purposes whatsoever, and neither the Depositor nor the Trustee will be
affected by notice to the contrary.

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

     The Agreement may also be amended from time to time by the Depositor, the
Servicer and the Trustee, with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Percentage Interests of
each Class of Certificates affected thereby, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment may (i)
reduce in any manner the amount of, or delay the timing of, payments received on
Mortgage Loans which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) adversely affect in any
material respect the interests of the Holders of any Class of Certificates in a
manner other than as described in clause (i), without the consent of the


                                     A-5-6

<PAGE>

Holders of Certificates of such Class evidencing 66 2/3% or more of the Voting
Rights of such Class or (iii) change the percentage specified in clause (ii) of
the third paragraph of Section 10.01 of the Agreement, without the consent of
the Holders of all Certificates of such Class then outstanding.

     For federal income tax purposes, the Trust Fund will include multiple "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. The Class R Certificate will represent the sole class of
"residual interest" in each of the REMICs.

     The obligations and responsibilities of the Depositor, the Servicer and the
Trustee under the Agreement shall terminate upon the earlier of (a) the exercise
by the Trustee of an Optional Termination; and (b) the later of (i) the maturity
or other liquidation (or any Advance with respect thereto) of the last Mortgage
Loan remaining in the Trust Fund and the disposition of all REO Property and
(ii) the distribution to Certificateholders of all amounts required to be
distributed to them pursuant to this Agreement, as applicable. In no event shall
the trusts created under the Agreement continue beyond the earlier of (i) the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late Ambassador of the United States to the Court of St.
James's, living on the date hereof and (ii) the Latest Possible Maturity Date.


                                     A-5-7

<PAGE>

                                   ASSIGNMENT

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

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

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

________________________________________________________________________________

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

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

Dated:______________


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

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


                                     A-5-8

<PAGE>

                           FORM OF CLASS R CERTIFICATE

SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS (I) A
"RESIDUAL INTEREST" IN ONE OR MORE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS",
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND (II) AN INTEREST IN
NOTIONAL PRINCIPAL CONTRACTS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE TRUSTEE OR THE SERVICER REFERRED TO BELOW OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE, THE REMIC RESIDUAL INTERESTS REPRESENTED
HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE
DEPOSITOR, THE TRUSTEE, THE SERVICER OR BY ANY OF THEIR AFFILIATES OR BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

NO TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
TRANSFEREE PROVIDES THE TRUSTEE AND THE DEPOSITOR WITH A REPRESENTATION THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN
SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO 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, AND IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING THIS CERTIFICATE FOR, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH
PLAN.

                               CLASS R CERTIFICATE

Number: 06-5-R                             Principal Balance: $100.00

Cut-off Date: July 1, 2006                 Pass-Through Rate: Variable(1)

First Distribution Date: August 25, 2006   CUSIP: ______________

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

<PAGE>

                            OWNIT MORTGAGE LOAN TRUST
                    MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
                                  Series 2006-5

evidencing an ownership interest in distributions allocable to the Class R
Certificates with respect to a pool of conventional, sub-prime mortgage loans
formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

     This certifies that MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as
nominee for Merrill Lynch Funding Corporation, is the registered owner of the
ownership interest (the "Ownership Interest") evidenced by this Certificate
(obtained by dividing the Original Denomination of this Certificate by the
aggregate Initial Certificate Balance of all Class R Certificates) in certain
distributions with respect to a pool of conventional, sub-prime mortgage loans
(the "Mortgage Loans") formed and sold by Merrill Lynch Mortgage Investors, Inc.
(hereinafter called the "Depositor"), and certain other property held in trust
for the benefit of Certificateholders (collectively, the "Trust Fund"). The
Mortgage Loans are serviced by Saxon Mortgage Services, Inc. (the "Servicer")
and are secured by first or second-lien mortgages on the Mortgaged Properties.
The Trust Fund was created pursuant to a pooling and servicing agreement (the
"Agreement"), dated as of July 1, 2006, among the Depositor, the Servicer and
LaSalle Bank National Association ("LB"), as as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement.

     This Certificate is one of a duly authorized issue of Certificates,
designated as Ownit Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates,
Series 2006-5, Class R (the "Class R Certificate") and is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which Agreement such Holder is bound.

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

     Pursuant to the terms of the Agreement, the Trustee will distribute from
funds in the Certificate Account the amounts described in the Agreement on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing in August 2006.
Such distributions will be made to the Person in whose name this Certificate 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 Certificate will be made either by check mailed to
the address of the person entitled to distributions as it appears on the
Certificate Register or, in the case of any certificateholder that has so
notified the Trustee in writing in accordance with the Agreement, by wire
transfer in immediately available funds to the account of such certificateholder
at a bank or other depository institution having appropriate wire transfer
facilities; provided, however, that the final distribution in retirement of the
certificates will be made only upon presentation and surrender of this
Certificate at the office of the Trustee or such other address designated in
writing by the Trustee. On each Distribution Date, a holder of this Certificate
will receive such holder's Percentage Interest of the amounts required to be
distributed with respect to the applicable Class of Certificates.


A-6-2

<PAGE>

     The Trustee will maintain or cause to be maintained a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the
Trustee will provide for the registration of Certificates and of transfers and
exchanges of Certificates. Upon surrender for registration of transfer of any
Certificate at any office or agency of the Trustee, or, if an Authenticating
Agent has been appointed under the Agreement, the Authenticating Agent,
maintained for such purpose, the Trustee, will, subject to the limitations set
forth in the Agreement, authenticate and deliver, in the name of the designated
transferee or transferees, a Certificate of a like class and dated the date of
authentication by the Authenticating Agent. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee,
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency appointed by the Trustee, for that
purpose and specified in such notice of final distribution.

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

     Unless the certificate of authentication has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


A-6-3

<PAGE>

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

Dated: July 27, 2006                    LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


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

CERTIFICATE OF AUTHENTICATION

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


LASALLE BANK NATIONAL ASSOCIATION,
as Authenticating Agent


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


A-6-4

<PAGE>

                             REVERSE OF CERTIFICATE

                            OWNIT MORTGAGE LOAN TRUST
                    MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
                                  Series 2006-5

     This Certificate is one of a duly authorized issue of Certificates,
designated as Ownit Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates,
Series 2006-5, issued in one or more Classes of Class A Certificates, Class M
Certificates, Class B Certificates, Class P Certificates and Class C
Certificates, each evidencing an interest in certain distributions with respect
to a pool of conventional, sub-prime Mortgage Loans formed and sold by the
Depositor and certain other property conveyed by the Depositor to the Trustee.

     Following the initial issuance of the Certificates, the principal balance
of this Certificate will be different from the Original Denomination shown
above. Anyone acquiring this Certificate may ascertain its current principal
balance by inquiry of the Trustee.

     The Holder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund and certain amounts resulting from credit enhancements
for payment hereunder and that the Trustee is not liable to the Holders for any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the Agreement.

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

     No service charge will be made to the Holder for any transfer or exchange
of the Certificate, but the Trustee may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer or exchange of the Certificate. Prior to due presentation of a
Certificate for registration of transfer, the Depositor and the Trustee may
treat the person in whose name any Certificate is registered as the owner of
such Certificate and the Percentage Interest in the Trust Fund evidenced thereby
for the purpose of receiving distributions pursuant to the Agreement and for all
other purposes whatsoever, and neither the Depositor nor the Trustee will be
affected by notice to the contrary.

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

     The Agreement may also be amended from time to time by the Depositor, the
Servicer and the Trustee, with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Percentage Interests of
each Class of Certificates affected thereby, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment may (i)
reduce in any manner the amount of, or delay the timing of, payments received on
Mortgage Loans which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) adversely affect in any
material respect the interests of the Holders of


A-6-5

<PAGE>

any Class of Certificates in a manner other than as described in clause (i),
without the consent of the Holders of Certificates of such Class evidencing 66
2/3% or more of the Voting Rights of such Class or (iii) change the percentage
specified in clause (ii) of the third paragraph of Section 10.01 of the
Agreement, without the consent of the Holders of all Certificates of such Class
then outstanding.

     For federal income tax purposes, the Trust Fund will include multiple "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. The Class R Certificate will represent the sole class of
"residual interest" in each of the REMICs.

     The obligations and responsibilities of the Depositor, the Servicer and the
Trustee under the Agreement shall terminate upon the earlier of (a) the exercise
by the Trustee of an Optional Termination; and (b) the later of (i) the maturity
or other liquidation (or any Advance with respect thereto) of the last Mortgage
Loan remaining in the Trust Fund and the disposition of all REO Property and
(ii) the distribution to Certificateholders of all amounts required to be
distributed to them pursuant to this Agreement, as applicable. In no event shall
the trusts created under the Agreement continue beyond the earlier of (i) the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late Ambassador of the United States to the Court of St.
James's, living on the date hereof and (ii) the Latest Possible Maturity Date.


A-6-6

<PAGE>

                              [FORM OF ASSIGNMENT]

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

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

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

________________________________________________________________________________

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

____________________________________Attorney to transfer the within Certificate
on the books kept for the registration thereof, with full power of substitution
in the premises.

Dated: _________________


-----------------------
(Signature guaranty)                    NOTICE: The signature to this assignment
                                        must correspond with the name as it
                                        appears upon the face of the within
                                        Certificate in every particular, without
                                        alteration or enlargement or any change
                                        whatever.
(*This information, which is voluntary, is being requested to ensure that the
assignee will not be subject to backup withholding under Section 3406 of the
Code.)


A-6-7

<PAGE>

                                   EXHIBIT B-1

                     MORTGAGE LOAN SCHEDULE - MORTGAGE POOL

                             [INTENTIONALLY OMITTED]

<PAGE>

                                   EXHIBIT B-2

                MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS

                             [INTENTIONALLY OMITTED]

<PAGE>

                                   EXHIBIT B-3

                MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS

                             [INTENTIONALLY OMITTED]

<PAGE>

                                    EXHIBIT C

                                   [RESERVED]

<PAGE>

                                    EXHIBIT D

                          FORM OF TRUSTEE CERTIFICATION

                                     [DATE]

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

Litton Loan Servicing LP
4828 Loop Central Drive
Houston, Texas 77081

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

Re:   Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
      2006-5

Ladies and Gentlemen:

     In accordance with Section 2.02 of the Pooling and Servicing Agreement
dated as of July 1, 2006 among Merrill Lynch Mortgage Investors, Inc., as
depositor, LaSalle Bank National Association, as trustee and Litton Loan
Servicing LP, as servicer (the "Pooling and Servicing Agreement"), the
undersigned, as custodian, hereby certifies that [, except as set forth in
Schedule A hereto,] as to each Mortgage Loan listed in the Mortgage Loan
Schedule attached hereto (other than any Mortgage Loan paid in full or listed on
the attachment hereto) it has reviewed the Mortgage File and the Mortgage Loan
Schedule and has determined that:

     (i) All documents in the Mortgage File required to be delivered to the
Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in
its possession;

     (ii) In connection with each Mortgage Loan or Assignment thereof as to
which documentary evidence of recording was not received on the Closing Date, it
has received evidence of such recording; and

     (iii) Such documents have been reviewed by it and appear regular on their
face and relate to such Mortgage Loan.

     The custodian has made no independent examination of any documents
contained in each Mortgage File beyond confirming (i) that the Mortgage Loan
number, the name of the Mortgagor, the street address (excluding zip code), the
mortgage interest rate at origination, the gross margin (if applicable), the
lifetime rate cap (if applicable), the periodic rate cap (if applicable), the
original principal balance, the first payment due date and the original maturity
date in each Mortgage File conform to the respective Mortgage Loan number and
name listed on the Mortgage Loan Schedule and (ii) the existence in each
Mortgage File of each of the documents listed in subparagraphs (i)(A) through
(F), inclusive, or (ii)(A) through (K), inclusive, as applicable, of Section
2.01 in the Agreement. The custodian makes no

<PAGE>

representations or warranties as to the validity, legality, recordability,
sufficiency, enforceability, due authorization or genuineness of any of the
documents contained in each Mortgage Loan or the collectability, insurability,
effectiveness, priority, perfection or suitability of any such Mortgage Loan.

     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-referenced Pooling and Servicing
Agreement.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AS CUSTODIAN ON BEHALF OF LASALLE BANK
                                        NATIONAL ASSOCIATION AS TRUSTEE


                                        BY:
                                            ------------------------------------
                                        NAME:
                                              ----------------------------------
                                        TITLE:
                                               ---------------------------------


                                       D-2
<PAGE>

                                   EXHIBIT E-1

                    FORM OF TRANSFEREE'S LETTER AND AFFIDAVIT

                                     [DATE]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services - Ownit 2006-5

Ladies and Gentlemen:

     We propose to purchase Ownit Mortgage Loan Trust, Mortgage Loan
Asset-Backed Certificates, Series 2006-5, Class R, described in the Prospectus
Supplement, dated July 25, 2006, and the Prospectus, dated March 31, 2006.
Capitalized terms used but not defined herein shall have the meanings assigned
to them in the Pooling and Servicing Agreement dated July 1, 2006 relating to
this issuance of the Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed
Certificates, Series 2006-5 (the "Pooling and servicing Agreement").

     1. We certify that (a) we are not a disqualified organization and (b) we
are not purchasing such Class R Certificate on behalf of a disqualified
organization; for this purpose the term "disqualified organization" means the
United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (except any entity treated as other than an instrumentality of
the foregoing for purposes of Section 168(h)(2)(D) of the Internal Revenue Code
of 1986, as amended (the "Code")), any organization (other than a cooperative
described in Section 521 of the Code) that is exempt from taxation under the
Code (unless such organization is subject to tax on excess inclusions) and any
organization that is described in Section 1381(a)(2)(C) of the Code. We
understand that any breach by us of this certification may cause us to be liable
for an excise tax imposed upon transfers to disqualified organizations.

     2. We certify that (a) we have historically paid our debts as they became
due, (b) we intend, and believe that we will be able, to continue to pay our
debts as they become due in the future, (c) we understand that, as beneficial
owner of the Class R Certificate, we may incur tax liabilities in excess of any
cash flows generated by the Class R Certificate, and (d) we intend to pay any
taxes associated with holding the Class R Certificate as they become due and (e)
we will not cause income from the Class R Certificate to be attributable to a
foreign permanent establishment or fixed base (within the meaning of an
applicable income tax treaty) of ours or another U.S. taxpayer.

     3. We acknowledge that we will be the beneficial owner of the Class R
Certificate and:(1)

     _____ The Class R Certificate will be registered in our name.

     _____ The Class R Certificate will be held in the name of our nominee,

          _____, which is not a disqualified organization.

----------
(1)  Check appropriate box and if necessary fill in the name of the Transferee's
     nominee.

<PAGE>

     4. We certify that we are not an employee benefit plan subject to Title I
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a
plan subject to Section 4975 of the Code or a plan subject to federal, state,
local, non-U.S. or other law substantively similar to the foregoing provisions
of ERISA or the Code (each, a "Plan"), and are not directly or indirectly
acquiring the Class R Certificate on behalf of or with any assets of a Plan.

     5. We certify that (i) we are a U.S. person or (ii) we will hold the Class
R Certificate in connection with the conduct of a trade or business within the
United States and have furnished the transferor and the Trustee with a duly
completed and effective Internal Revenue Service Form W-8ECI or successor form
at the time and in the manner required by the Code; for this purpose the term
"U.S. person" means a citizen or resident of the United States, a corporation,
or partnership (unless, in the case of a partnership, Treasury regulations are
adopted that provide otherwise) created or organized in or under the laws of the
United States, any State thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of the source of its income, or a trust if a court within the United States is
able to exercise primary supervision over the administration of the trust and
one or more such U.S. persons have the authority to control all substantial
decisions of the trust (or, to the extent provided in applicable Treasury
regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons. We agree that any breach by us of this
certification shall render the transfer of any interest in the Class R
Certificate to us absolutely null and void and shall cause no rights in the
Class R Certificate to vest in us.

     6. We agree that in the event that at some future time we wish to transfer
any interest in the Class R Certificate, we will transfer such interest in the
Class R Certificate only (a) to a transferee that (i) is not a disqualified
organization and is not purchasing such interest in the Class R Certificate on
behalf of a disqualified organization, (ii) is a U.S. person or will hold the
Class R Certificate in connection with the conduct of a trade or business within
the United States and will furnish us and the Trustee with a duly completed and
effective Internal Revenue Service Form W-8ECI or successor form at the time and
in the manner required by the Code and (iii) has delivered to the Trustee a
letter in the form of this letter (including the affidavit appended hereto) and,
we will provide the Trustee a written statement substantially in the form of
Exhibit E-2 to the Pooling and Servicing Agreement.

     7. We hereby designate _______________ as our fiduciary to act as the tax
matters person for each of the REMICs provided for in the Pooling and Servicing
Agreement in which the Class R Certificate represents the residual interest.


                                      E-1-2

<PAGE>

                                        Very truly yours,

                                        [PURCHASER]


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


Accepted as of ___________ __, 200_

MERRILL LYNCH MORTGAGE INVESTORS, INC.


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


                                      E-1-3

<PAGE>

                                   APPENDIX A

                                        Affidavit pursuant to (i) Section
                                        860E(e)(4) of the Internal Revenue Code
                                        of 1986, as amended, and (ii) certain
                                        provisions of the Pooling and Servicing
                                        Agreement

Under penalties of perjury, the undersigned declares that the following is true:

     1.   He or she is an officer of _________________________ (the
          "Transferee"),

     2.   the Transferee's Employer Identification number is __________,

     3.   the Transferee is not a "disqualified organization" (as defined
          below), has no plan or intention of becoming a disqualified
          organization, and is not acquiring any of its interest in the Ownit
          Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
          2006-5, Class R Certificate on behalf of a disqualified organization
          or any other entity,

     4.   unless Merrill Lynch Mortgage Investors, Inc.("MLMI") has consented to
          the transfer to the Transferee by executing the form of Consent
          affixed as Appendix B to the Transferee's Letter to which this
          Certificate is affixed as Appendix A, the Transferee is a "U.S.
          person" (as defined below),

     5.   that no purpose of the transfer is to avoid or impede the assessment
          or collection of tax,

     6.   the Transferee has historically paid its debts as they became due,

     7.   the Transferee intends, and believes that it will be able, to continue
          to pay its debts as they become due in the future,

     8.   the Transferee understands that, as beneficial owner of the Class R
          Certificate, it may incur tax liabilities in excess of any cash flows
          generated by the Class R Certificate,

     9.   the Transferee intends to pay any taxes associated with holding the
          Class R Certificate as they become due,

     10.  the Transferee consents to any amendment of the Pooling and Servicing
          Agreement that shall be deemed necessary by MLMI (upon advice of
          counsel) to constitute a reasonable arrangement to ensure that the
          Class R Certificate will not be owned directly or indirectly by a
          disqualified organization, and

     11.  IF BRACKETED, THE FOLLOWING CERTIFICATIONS ARE INAPPLICABLE [the
          transfer is not a direct or indirect transfer of the Class R
          Certificate to a foreign permanent establishment or fixed base (within
          the meaning of an applicable income tax treaty) of the Transferee, and
          as to each of the residual interests represented by the Class R
          Certificate, the present value of


<PAGE>

          the anticipated tax liabilities associated with holding such residual
          interest does not exceed the sum of:

          A.   the present value of any consideration given to the Transferee to
               acquire such residual interest;

          B.   the present value of the expected future distributions on such
               residual interest; and

          C.   the present value of the anticipated tax savings associated with
               holding such residual interest as the related REMIC generates
               losses.

     For purposes of this declaration, (i) the Transferee is assumed to pay tax
     at a rate equal to the highest rate of tax specified in Section 11(b)(1) of
     the Code, but the tax rate specified in Section 55(b)(1)(B) of the Code may
     be used in lieu of the highest rate specified in Section 11(b)(1) of the
     Code if the Transferee has been subject to the alternative minimum tax
     under Section 55 of the Code in the preceding two years and will compute
     its taxable income in the current taxable year using the alternative
     minimum tax rate, and (ii) present values are computed using a discount
     rate equal to the Federal short-term rate prescribed by Section 1274(d) of
     the Code for the month of the transfer and the compounding period used by
     the Transferee;]

[(11)(A)  at the time of the transfer, and at the close of each of the
          Transferee's two fiscal years preceding the Transferee's fiscal year
          of transfer, the Transferee's gross assets for financial reporting
          purposes exceed $100 million and its net assets for financial
          reporting purposes exceed $10 million; and

     (B)  the Transferee is an eligible corporation as defined in Treasury
          regulations Section 1.860E-1(c)(6)(i) and has agreed in writing that
          any subsequent transfer of the Class R Certificate will be to another
          eligible corporation in a transaction that satisfies Treasury
          regulation Sections 1.860E-1(c)(4)(i), 1.860E-1(c)(4)(ii),
          1.860E-1(c)(4)(iii) and 1.860E-1(c)(5) and such transfer will not be a
          direct or indirect transfer to a foreign permanent establishment
          (within the meaning of an applicable income tax treaty) of a domestic
          corporation.

For purposes of this declaration, the gross and net assets of the Transferee do
not include any obligation of any related person as defined in Treasury
regulation Section 1.860E-1(c)(6)(ii) or any other asset if a principal purpose
for holding or acquiring the other asset is to permit the Transferee to make
this declaration or to satisfy the requirements of Treasury regulation Section
1.860E-1(c)(5)(i).]

(12) The Transferee will not cause income from the Class R Certificate to be
     attributable to a foreign permanent establishment or fixed base (within the
     meaning of an applicable income tax treaty) of the Transferee or another
     U.S. taxpayer.


                                     E-1-5

<PAGE>

For purpose of this affidavit, the term "disqualified organization" means the
United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (except any entity treated as other than an instrumentality of
the foregoing for purposes of Section 168(h)(2)(D) of the Internal Revenue Code
of 1986, as amended (the "Code")), any organization (other than a cooperative
described in Section 521 of the Code) that is exempt from taxation under the
Code (unless such organization is subject to tax on excess inclusions) and any
organization that is described in Section 1381(a)(2)(C) of the Code and the term
"U.S. Person" means a citizen or resident of the United States, a corporation or
partnership (unless, in the case of a partnership, Treasury regulations are
adopted that provide otherwise) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to Unites States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust, (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).

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


By:
    ------------------------------------

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

Address of Investor for receipt of distribution:

Address of Investor for receipt of tax information:

(Corporate Seal)

Attest:

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

----------------------------------------, Secretary


                                      E-1-6

<PAGE>

Personally appeared before me the above-named ______________, known or proved to
me to be the same person who executed the foregoing instrument and to be the
_______ of the Investor, and acknowledged to me that he executed the same as his
free act and deed and the free act and deed of the Investor.

Subscribed and sworn before me this ____ day of ________, 200_.


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

County of
         -------------------------------

State of
        --------------------------------

My commission expires the ________ day of ______________


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

Dated:
      ---------------------------------


                                      E-1-7

<PAGE>

                                   EXHIBIT E-2

                         FORM OF TRANSFEROR'S AFFIDAVIT

                                     [DATE]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services - Ownit Series 2006-5

Re:  Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
     2006-5

     _______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no actual
knowledge that such affidavit is not true, and has no reason to believe that the
Transferee has the intention to impede the assessment or collection of any
federal, state or local taxes legally required to be paid with respect to the
Class R Certificate referred to in the attached affidavit. In addition, the
Transferor has conducted a reasonable investigation at the time of the transfer
and found that the Transferee had historically paid its debts as they came due
and found no significant evidence to indicate that the Transferee will not
continue to pay its debts as they become due.

                                        Very truly yours,


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


<PAGE>

                                    EXHIBIT F

                         FORM OF TRANSFEROR CERTIFICATE

                                     [DATE]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services - Ownit Series 2006-5

RE:  Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
     2006-5

Ladies and Gentlemen:

     In connection with our disposition of the Class [____] Certificate, we
certify that (a) we understand that the Certificates have not been registered
under the Securities Act of 1933, as amended (the "Act"), and are being disposed
by us in a transaction that is exempt from the registration requirements of the
Act and (b) we have not offered or sold any Certificates to, or solicited offers
to buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, in a manner that would be deemed, or taken
any other action that would result in, a violation of Section 5 of the Act. All
capitalized terms used herein but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement dated as of July 1,
2006, among Merrill Lynch Mortgage Investors, Inc., as depositor, LaSalle Bank
National Association, as trustee and Litton Loan Servicing LP, as servicer.

                                        Very truly yours,

                                        ----------------------------------------
                                        Name of Transferor


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

<PAGE>


                                    EXHIBIT G

                            FORM OF INVESTMENT LETTER
                              (ACCREDITED INVESTOR)

                                     [DATE]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services - Ownit Series 2006-5

Re:  Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
     2006-5

Ladies and Gentlemen:

     ______________ (the "Purchaser") intends to purchase from ________________
(the "Transferor") $_______ by original principal balance (the "Transferred
Certificates") of Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed
Certificates, Series 2006-5, Class [____] (the "Certificates"), issued pursuant
to a Pooling and Servicing Agreement, dated as of July 1, 2006 (the "Pooling and
Servicing Agreement"), among Merrill Lynch Mortgage Investors, Inc., as
depositor (the "Depositor"), LaSalle Bank National Association, as trustee (the
"Trustee") and Litton Loan Servicing LP, as servicer (the "Servicer"). [THE
PURCHASER INTENDS TO REGISTER THE TRANSFERRED CERTIFICATE IN THE NAME OF
____________________, AS NOMINEE FOR _________________.] All terms used and not
otherwise defined herein shall have the meanings set forth in the Pooling and
Servicing Agreement.

     For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Purchaser certifies, represents and warrants to, and
covenants with, the Depositor and the Trustee that:

     1. The Purchaser understands that (a) the Certificates have not been
registered or qualified under the Securities Act of 1933, as amended (the
"Securities Act"), or the securities laws of any state, (b) neither the
Depositor nor the Trustee is required, and neither of them intends, to so
register or qualify the Certificates, (c) the Certificates cannot be resold
unless (i) they are registered and qualified under the Securities Act and the
applicable state securities laws or (ii) an exemption from registration and
qualification is available and (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates.

     2. The Certificates will bear a legend to the following effect:

     THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED (THE "ACT"), THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
     "1940 ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS, AND MAY NOT,
     DIRECTLY OR INDIRECTLY, BE SOLD OR OTHERWISE TRANSFERRED, OR OFFERED FOR
     SALE, UNLESS SUCH TRANSFER IS NOT SUBJECT TO REGISTRATION UNDER THE ACT,
     THE 1940 ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND SUCH TRANSFER
     ALSO COMPLIES WITH THE OTHER PROVISIONS OF SECTION 5.02 OF THE POOLING AND
     SERVICING AGREEMENT. NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS
     THE TRUSTEE SHALL

<PAGE>

     HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE (A) AN
     INVESTMENT LETTER FROM THE PROSPECTIVE INVESTOR; AND (B) REPRESENTATIONS
     FROM THE TRANSFEROR REGARDING THE OFFERING AND SALE OF THE CERTIFICATES.

     3. All Certificates other than ERISA Restricted Certificates and Class R
     Certificates will bear a legend to the following effect:

     UNTIL THE TERMINATION OF THE SWAP AGREEMENT, EACH TRANSFEREE OF THIS
     CERTIFICATE SHALL BE DEEMED TO REPRESENT (OR IN THE CASE OF A DEFINITIVE
     CERTIFICATE, SHALL REPRESENT) TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS
     NOT, AND IS NOT ACTING FOR, ON BEHALF OF OR WITH ANY ASSETS OF, ANY
     EMPLOYEE BENEFIT PLAN OR OTHER ARRANGEMENT SUBJECT TO TITLE I OF THE
     EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
     ANY PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
     AMENDED (THE "CODE"), OR (B) THE TRANSFEREE'S ACQUISITION AND HOLDING OF
     THIS CERTIFICATE IS COVERED BY AND EXEMPT UNDER ANY OF PROHIBITED
     TRANSACTION CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE
     95-60, PTCE 96-23, EACH AS AMENDED.

     4. The ERISA Restricted Certificates will bear a legend to the following
effect:

     NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE HAS
     RECEIVED (A) A REPRESENTATION THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE
     BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
     ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO SECTION 4975 OF THE
     INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A PLAN SUBJECT TO
     STATE, LOCAL, FEDERAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE
     FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW"), AND IS NOT
     DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE BY, ON BEHALF OF, OR WITH
     ANY ASSETS OF ANY SUCH PLAN, (B) IF THE CERTIFICATE HAS BEEN THE SUBJECT OF
     AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION THAT SUCH TRANSFEREE IS
     AN INSURANCE COMPANY THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS OF AN
     "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF
     PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60 AND THE ACQUISITION
     AND HOLDING OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND
     III OF PTCE 95-60 (IN THE CASE OF ANY ERISA RESTRICTED CERTIFICATE OTHER
     THAN CLASS C CERTIFICATES OR CLASS P CERTIFICATES, AFTER THE TERMINATION OF
     THE SWAP AGREEMENT), OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE,
     AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE, AND UPON WHICH THE
     TRUSTEE SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND
     HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL NOT
     CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF
     ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW AND WILL
     NOT SUBJECT THE TRUSTEE, THE NIMS INSURER, THE SERVICER OR THE DEPOSITOR TO
     ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE
     POOLING AND SERVICING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN
     EXPENSE OF THE TRUSTEE, THE NIMS INSURER, THE SERVICER OR THE DEPOSITOR. IF
     THE CERTIFICATE IS NOT A DEFINITIVE


                                      G-2

<PAGE>

     CERTIFICATE, THE TRANSFEREE IS DEEMED TO HAVE MADE THE REPRESENTATION IN
     (A) OR (B) ABOVE.

     5. The Class R Certificates will bear a legend to the following effect:

     NO TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
     TRANSFEREE PROVIDES WITH A REPRESENTATION THAT SUCH TRANSFEREE IS NOT AN
     EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
     SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO SECTION 4975
     OF THE CODE OR A PLAN SUBJECT TO STATE, LOCAL, FEDERAL, NON-U.S. OR OTHER
     LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
     ("SIMILAR LAW"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS
     CERTIFICATE BY, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH PLAN.

     6. The Purchaser is acquiring the Transferred Certificates for its own
account [FOR INVESTMENT ONLY]* and not with a view to or for sale or other
transfer in connection with any distribution of the Transferred Certificates in
any manner that would violate the Securities Act or any applicable state
securities laws, subject, nevertheless, to the understanding that disposition of
the Purchaser's property shall at all times be and remain within its control.

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

     8. The Purchaser will not nor has it authorized nor will it authorize any
person to (a) offer, pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other similar security to
any person in any manner, (b) solicit any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c)
otherwise approach or negotiate with respect to any Certificate, any interest in
any Certificate or any other similar security with any person in any manner, (d)
make any general solicitation by means of general advertising or in any other
manner, or (e) take any other action, that would constitute a distribution of
any Certificate under the Securities Act or the Investment Company Act of 1940,
as amended (the "1940 Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law, or that would require registration or qualification pursuant
thereto. Neither the Purchaser nor anyone acting on its behalf has offered the
Certificates for sale or made any general solicitation by means of general
advertising or in any other manner with respect to the Certificates. The
Purchaser will not sell or otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing Agreement.

     9. Either (i) the Purchaser of a Certificate that is neither an ERISA
Restricted Certificate nor a Class R Certificate is not, and is not acting for,
on behalf of or with any assets of, an employee benefit plan or other
arrangement subject to Title I of ERISA or plan subject to Section 4975 of the
Code, or (ii) until the termination of the Swap Agreement, such Purchaser's
acquisition and holding of such Certificates are

----------
*    Not required of a broker/dealer purchaser.


                                       G-3

<PAGE>

eligible for exemptive relief under Prohibited Transaction Class Exemption
("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23

     10. The Purchaser of an ERISA Restricted Certificate (A) is not an employee
benefit plan subject to Title I of ERISA, a plan subject to Section 4975 of the
Code, a plan subject to any state, local, federal, non-U.S. or other law
substantively similar to the foregoing provisions of ERISA or the Code ("Similar
Law") and is not directly or indirectly acquiring such Certificates by, on
behalf of, or with any assets of any such plan, or (B) if the Certificate has
been the subject of an ERISA-Qualifying Underwriting, is an insurance company
that is acquiring the Certificate with assets of an "insurance company general
account," as defined in Section V(e) of Prohibited Transaction Class Exemption
("PTCE") 95-60, and the acquisition and holding of the Certificate are covered
and exempt under Sections I and III of PTCE 95-60 (in the case of any ERISA
Restricted Certificate other than Class C Certificates or Class P Certificates,
after the termination of the Swap Agreement), or (C) solely in the event the
Certificate is a Definitive Certificate, herewith delivers an Opinion of Counsel
satisfactory to the Trustee, and upon which the Trustee shall be entitled to
rely, to the effect that the acquisition and holding of the Certificate will not
constitute or result in a nonexempt prohibited transaction under Title I of
ERISA or Section 4975 of the Code, or a violation of Similar Law, and will not
subject the Trustee, the NIMs Insurer, the Servicer or the Depositor to any
obligation in addition to those expressly undertaken in the Pooling and
Servicing Agreement, which Opinion of Counsel shall not be an expense of the
Trustee, the NIMs Insurer, the Servicer or the Depositor.

     11. The Purchaser of a Class R Certificate is not an employee benefit plan
subject to Title I of ERISA, a plan subject to Section 4975 of the Code, a plan
subject to any state, local, federal, non-U.S. or other law substantively
similar to the foregoing provisions of ERISA or the Code ("Similar Law"), or a
Person directly or indirectly acquiring such Certificate by, on behalf of, or
with any assets of any such plan.

     12. Prior to the sale or transfer by the Purchaser of any of the
Certificates, the Purchaser will obtain from any subsequent purchaser
substantially the same certifications, representations, warranties and covenants
contained in the foregoing paragraphs and in this letter or a letter
substantially in the form of Exhibit H to the Pooling and Servicing Agreement.

     13. The Purchaser agrees to indemnify the Trustee, the Servicer and the
Depositor against any liability that may result from any misrepresentation made
herein.

                                        Very truly yours,

                                        [PURCHASER]


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


                                       G-4
<PAGE>

                                    EXHIBIT H

                       FORM OF RULE 144A INVESTMENT LETTER
                         (Qualified Institutional Buyer)

                                     [DATE]

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois 60603
Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Mortgage Loan
           Asset-Backed Certificates, Series 2006-5

     Re:  Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates,
          Series 2006-5

Ladies and Gentlemen:

     ______________ (the "Purchaser") intends to purchase from ________________
(the "Transferor") $_______ by original principal balance (the "Transferred
Certificates") of Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed
Certificates, Series 2006-5, Class [____] (the "Certificates"), issued pursuant
to a Pooling and Servicing Agreement, dated as of July 1, 2006 (the "Pooling and
Servicing Agreement"), among Merrill Lynch Mortgage Investors, Inc., as
depositor (the "Depositor"), LaSalle Bank National Association, as trustee (the
"Trustee") and Litton Loan Servicing LP, as servicer (the "Servicer"). [THE
PURCHASER INTENDS TO REGISTER THE TRANSFERRED CERTIFICATE IN THE NAME OF
____________________, AS NOMINEE FOR _________________.] All terms used and not
otherwise defined herein shall have the meanings set forth in the Pooling and
Servicing Agreement.

     For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Purchaser certifies, represents and warrants to, and
covenants with, the Depositor and the Trustee that:

     In connection with our acquisition of the above Transferred Certificates we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we have
such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Transferred Certificates and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Transferred Certificates, (d) solely in the case of a
Certificate other than an ERISA Restricted Certificate or Class R Certificate,
either (i) we are not, and are not acquiring the Certificate for, on behalf of
or with any assets of, any employee benefit plan or other arrangement subject to
Title I of ERISA or any plan subject to Section 4975 of the Code, or (ii) until
the termination of the Swap Agreement, our acquisition and holding of the
Certificate is covered by and exempt under any of Prohibited Transaction Class
Exemption ("PTCE") 84-14, PTCE 90-1, PTCE

<PAGE>

91-38, PTCE 95-60, or PTCE 96-23, (e)solely with respect to ERISA Restricted
Certificates, (A) we are not an employee benefit plan subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a plan
subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code"), a plan subject to any state, local, federal, non-U.S. or other law
substantively similar to the foregoing provisions of ERISA or the Code ("Similar
Law"), or Persons directly or indirectly acting on behalf of or using any assets
of any such plan, or (B), if the Certificate has been the subject of an
ERISA-Qualifying Underwriting, we are an insurance company that is acquiring the
Certificate with assets of an "insurance company general account," as defined in
Section V(e) of Prohibited Transaction Class Exemption ("PTCE") 95-60, and the
acquisition and holding of the Certificate are covered and exempt under Sections
I and III of PTCE 95-60 (in the case of any ERISA Restricted Certificate other
than Class C Certificates or Class P Certificates, after the termination of the
Swap Agreement), or (C) solely in the event the Certificate is a Definitive
Certificate, we will herewith deliver an Opinion of Counsel satisfactory to the
Trustee, and upon which the Trustee shall be entitled to rely, to the effect
that the acquisition and holding of the Certificate will not constitute or
result in a nonexempt prohibited transaction under Title I of ERISA or Section
4975 of the Code, or a violation of Similar Law, and will not subject the
Trustee, the Servicer or the Depositor to any obligation in addition to those
expressly undertaken in the Pooling and Servicing Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Servicer or the Depositor,
(f) we have not, nor has anyone acting on our behalf offered, transferred,
pledged, sold or otherwise disposed of the Certificates, any interest in the
Certificates or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Certificates, any interest
in the Certificates or any other similar security from, or otherwise approached
or negotiated with respect to the Certificates, any interest in the Certificates
or any other similar security with, any person in any manner, or made any
general solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the Certificates
under the Securities Act or that would render the disposition of the
Certificates a violation of Section 5 of the Securities Act or require
registration pursuant thereto, nor will act, nor has authorized or will
authorize any person to act, in such manner with respect to the Certificates,
and (g) we are a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act and have completed one of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. We are aware
that the sale of the Transferred Certificates to us is being made in reliance on
Rule 144A. We are acquiring the Transferred Certificates for our own account or
for resale pursuant to Rule 144A and further understand that such Certificates
may be resold, pledged or transferred only (i) to a person reasonably believed
by us, based upon certifications of such purchaser or information we have in our
possession, to be a qualified institutional buyer that purchases for its own
account or for the account of a qualified institutional buyer to whom notice is
given that the resale, pledge or transfer is being made in reliance on Rule
144A, or (ii) pursuant to another exemption from registration under the
Securities Act.


                                       H-2

<PAGE>

     We agree to indemnify the Trustee, the Servicer and the Depositor against
any liability that may result from any misrepresentation made herein.

                                        Very truly yours,

                                        [PURCHASER]


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


                                       H-3

<PAGE>

                                                                         ANNEX 1

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

     The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

     (a) As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.

     (b) In connection with the purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis $____________ * in securities (except
for the excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A)
and (ii) the Buyer satisfies the criteria in the category marked below.

_______   Corporation, etc. The Buyer is a corporation (other than a bank,
          savings and loan association or similar institution), Massachusetts or
          similar business trust, partnership, or charitable organization
          described in Section 501(c)(3) of the Internal Revenue Code of 1986,
          as amended.

_______   Bank. The Buyer (a) is a national bank or banking institution
          organized under the laws of any State, territory or the District of
          Columbia, the business of which is substantially confined to banking
          and is supervised by Federal, State or territorial banking commission
          or similar official or is a foreign bank or equivalent institution,
          and (b) has an audited net worth of at least $25,000,000 as
          demonstrated in its latest annual financial statements, a copy of
          which is attached hereto.

_______   Savings and Loan. The Buyer (a) is a savings and loan association,
          building and loan association, cooperative bank, homestead association
          or similar institution, which is supervised and examined by a State or
          Federal authority having supervision over such institution or is a
          foreign savings and loan association or equivalent institution and (b)
          has an audited net worth of at least $25,000,000 as demonstrated in
          its latest annual financial statements, a copy of which is attached
          hereto.

----------
*    Buyer must own and/or invest on a discretionary basis at least $100,000,000
     in securities unless Buyer is a dealer, and, in that case, Buyer must own
     and/or invest on a discretionary basis at least $10,000,000 in securities.

<PAGE>

_______   Broker-dealer. The Buyer is a dealer registered pursuant to Section 15
          of the Securities Exchange Act of 1934, as amended.

_______   Insurance Company. The Buyer is an insurance company whose primary and
          predominant business activity is the writing of insurance or the
          reinsuring of risks underwritten by insurance companies and which is
          subject to supervision by the insurance commissioner or a similar
          official or agency of the State, territory or the District of
          Columbia.

_______   State or Local Plan. The Buyer is a plan established and maintained by
          a State, its political subdivisions, or any agency or instrumentality
          of the State or its political subdivisions, for the benefit of its
          employees.

_______   ERISA Plan. The Buyer is an employee benefit plan subject to Title I
          of the Employee Retirement Income Security Act of 1974, as amended.

_______   Investment Advisor. The Buyer is an investment advisor registered
          under the Investment Advisors Act of 1940, as amended.

_______   Small Business Investment Company. Buyer is a small business
          investment company licensed by the U.S. Small Business Administration
          under Section 301(c) or (d) of the Small Business Investment Act of
          1958, as amended.

_______   Business Development Company. Buyer is a business development company
          as defined in Section 202(a)(22) of the Investment Advisors Act of
          1940, as amended.

     (c) The term "securities" as used for purposes of the calculation of the
dollar amount in paragraph 2 excludes: (i) securities of issuers that are
affiliated with the Buyer, (ii) securities that are part of an unsold allotment
to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities
issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank
deposit notes and certificates of deposit, (v) loan participations, (vi)
repurchase agreements, (vii) securities owned but subject to a repurchase
agreement and (viii) currency, interest rate and commodity swaps.

     (d) For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.


                                       H-5

<PAGE>

     (e) 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.

     (f) Until the date of purchase of the Rule 144A Securities, the Buyer will
notify each of the parties to which this certification is made of any changes in
the information and conclusions herein. Until such notice is given, the Buyer's
purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan as provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.


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


                                       H-6

<PAGE>

                                                                         ANNEX 2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

     The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

     (g) As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A"), because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.

     (h) In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.

_______   The Buyer owned $___________ in securities (other than the excluded
          securities referred to below) as of the end of the Buyer's most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

_______   The Buyer is part of a Family of Investment Companies which owned in
          the aggregate $__________ in securities (other than the excluded
          securities referred to below) as of the end of the Buyer's most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

     (i) 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).

     (j) The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.

     (k) The Buyer is familiar with Rule 144A and understands that the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates are relying and will continue to rely on the statements made herein
because one or more sales to the Buyer will be in reliance on Rule 144A. In
addition, the Buyer will only purchase for the Buyer's own account.

<PAGE>

     (l) Until the date of purchase of the Certificates, the undersigned will
notify the parties listed in the Rule 144A Transferee Certificate to which this
certification relates of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of the Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.


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

                                        IF AN ADVISER:
                                                       -------------------------

                                        Print Name of Buyer
                                                            --------------------

Date:
      ---------------------------


                                       H-8

<PAGE>

                                    EXHIBIT I

                           FORM OF REQUEST FOR RELEASE

                                     [DATE]

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

Re:  Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
     2006-5

     In connection with the administration of the Mortgage Loans held by you, as
Trustee, pursuant to the Pooling and Servicing Agreement dated as of July 1,
2006 among Merrill Lynch Mortgage Investors, Inc., as depositor, LaSalle Bank
National Association, as trustee and Litton Loan Servicing LP, as servicer (the
"Pooling and Servicing Agreement"), we request the release, and hereby
acknowledge receipt, of the Mortgage File for the Mortgage Loan described below,
for the reason indicated.

Mortgage Loan Number: __________

Mortgagor Name, Address & Zip Code: ____________________________________________

Reason for Requesting Documents (check one):

_______   1.   Mortgage Paid in Full

_______   2.   Foreclosure

_______   3.   Substitution

_______   4.   Other Liquidation (Repurchases, etc.)

_______   5.   Nonliquidation

_______

Address to which the Trustee should deliver the Mortgage File:


                                        By:
                                            ------------------------------------
                                                     (authorized signer)
                                        Address:
                                                 -------------------------------
                                        Date:
                                              ------------------

<PAGE>

If box 1 or 2 above is checked, and if all or part of the Mortgage File was
previously released to us, please release to us our previous receipt on file
with you, as well as any additional documents in your possession relating to the
above specified Mortgage Loan.

If box 3, 4, 5 or 6 above is checked, upon our return of all of the above
documents to you as Trustee, please acknowledge your receipt by signing in the
space indicated below, and returning this form.

Please acknowledge the execution of the above request by your signature and date
below:

LASALLE BANK NATIONAL ASSOCIATION,
as Custodian


By:
    ---------------------------------   ----------------------------------------
    Signature                           Date


Documents returned to Custodian:


By:
    ---------------------------------   ----------------------------------------
    Signature                           Date


                                       I-2

<PAGE>

                                    EXHIBIT J

                                   [RESERVED]

<PAGE>

                                    EXHIBIT K

                                   [RESERVED]

<PAGE>

                                    EXHIBIT L

                                   [RESERVED]

<PAGE>

                                   EXHIBIT M-1

                                   [RESERVED]

<PAGE>

                                   EXHIBIT M-2

                                   [RESERVED]

<PAGE>

                                   EXHIBIT M-3

                                   [RESERVED]
<PAGE>

                                   EXHIBIT N-1

                         FORM OF CLASS A-1 CAP CONTRACT

BEAR STEARNS

                                            BEAR STEARNS FINANCIAL PRODUCTS INC.
                                                              383 MADISON AVENUE
                                                        NEW YORK, NEW YORK 10179
                                                                    212-272-4009

DATE:               July 27, 2006

TO:                 LaSalle Bank National Association, not in its individual
                    capacity, but solely as Trustee for OwnIt Mortgage Loan
                    Trust, Series 2006-5

ATTENTION:          Carol Corradino - Tilton
TELEPHONE:          312-992-2745
FACSIMILE:          312-904-1368

FROM:               Derivatives Documentation
TELEPHONE:          212-272-2711
FACSIMILE:          212-272-9857

SUBJECT:            Fixed Income Derivatives Confirmation and Agreement

REFERENCE NUMBER:   FXNEC8533

     The purpose of this letter agreement ("Agreement") is to confirm the terms
and conditions of the Transaction entered into on the Trade Date specified below
(the "Transaction") between Bear Stearns Financial Products Inc. ("B&W") and
OwnIt Mortgage Loan Trust, Series 2006-5 ("Counterparty") as represented by
LaSalle Bank National Association, not in its individual capacity, but solely as
Trustee under the Pooling and Servicing Agreement, dated as of July 1, 2006
among Merrill Lynch Mortgage Investors, Inc. as depositor, Litton Loan Servicing
LP, as servicer and LaSalle Bank National Association, as trustee ("Pooling and
Servicing Agreement"). This Agreement, which evidences a complete and binding
agreement between you and us to enter into the Transaction on the terms set
forth below, constitutes a "Confirmation" as referred to in the "ISDA Form
Master Agreement" (as defined below), as well as a "Schedule" as referred to in
the ISDA Form Master Agreement.

1.   This Agreement is subject to the 2000 ISDA Definitions (the "Definitions"),
     as published by the International Swaps and Derivatives Association, Inc.
     ("ISDA"). You and we have agreed to enter into this Agreement in lieu of
     negotiating a Schedule to the 1992 ISDA Master Agreement
     (Multicurrency--Cross Border) form (the "ISDA Form Master Agreement") but,
     rather, an ISDA Form Master Agreement shall be deemed to have been executed
     by you and us on the date we entered into the Transaction. In the event of
     any inconsistency between the provisions of this


                                     N-1-1

<PAGE>

Reference Number: FXNEC8533
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 2 of 14


     Agreement and the Definitions or the ISDA Form Master Agreement, this
     Agreement shall prevail for purposes of the Transaction. Terms capitalized
     but not defined herein shall have the meanings attributed to them in the
     Pooling and Servicing Agreement.

2.   The terms of the particular Transaction to which this Confirmation relates
     are as follows:

     Type of Transaction:         Rate Cap

     Notional Amount:             With respect to the Calculation Period, the
                                  lesser of (i) the amount set forth for such
                                  period as detailed in Schedule I attached
                                  hereto and (ii) the aggregate Certificate
                                  Principal Balance of the Class A-1
                                  Certificates immediately prior to the related
                                  Floating Rate Payer Payment Date.

     Trade Date:                  July 17, 2006

     Effective Date:              July 27, 2006

     Termination Date:            January 25, 2007, subject to adjustment in
                                  accordance with the Business Day Convention

     FIXED AMOUNT (PREMIUM):      Inapplicable. The Fixed Amounts for this
                                  Transaction and for the Transactions with the
                                  BSFP Reference Numbers FXNEC8536 and FXNEC8537
                                  have been paid under the Old Transaction with
                                  the Reference Number FXNSC8532.

          FLOATING AMOUNTS:

          Floating Rate Payer:    BSFP

          Cap Rate:               With respect to any Calculation Period, the
                                  rate set forth for such period as detailed in
                                  Schedule I attached hereto.

          Floating Rate Payer     The 25th calendar day of each month during the
          Period End Dates:       Term of this Transaction, commencing August
                                  25, 2006 and ending on the Termination Date,
                                  subject to adjustment in accordance with the
                                  Business Day Convention.

          Floating Rate Payer     Early Payment shall be applicable. The
          Payment Dates:          Floating Rate Payer Payment Date shall be one
                                  Business Day preceding each Floating Rate
                                  Payer Period End Date.

          Floating Rate Option:   USD-LIBOR-BBA; provided, however, that if the
                                  Floating Rate Option for any Calculation
                                  Period is greater than 10.35000% then the
                                  Floating Rate Option for such

                                     N-1-2

<PAGE>

Reference Number: FXNEC8533
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 3 of 14


                                  Calculation Period shall be deemed to be
                                  10.35000%.

          Designated Maturity:    One month

          Floating Rate Day
          Count Fraction:         Actual/360

          Reset Dates:            The first day of each Calculation Period.

          Compounding:            Inapplicable

     Business Days:               New York

     Business Day Convention:     Modified Following

3.                            Additional Provisions: 1) Each party hereto is
                              hereby advised and acknowledges that the other
                              party has engaged in (or refrained from engaging
                              in) substantial financial transactions and has
                              taken (or refrained from taking) other material
                              actions in reliance upon the entry by the parties
                              into the Transaction being entered into on the
                              terms and conditions set forth herein and in the
                              Confirmation relating to such Transaction, as
                              applicable and, in the case of the Counterparty,
                              it has been directed under the Pooling and
                              Servicing Agreement to enter into this
                              Transaction. This paragraph (1) shall be deemed
                              repeated on the trade date of each Transaction.

                              2) No later than each Floating Rate Payer Period
                              End Date the Counterparty will make available on
                              its website located at www.etrustee.net the
                              current principal balance of the Certificates. No
                              later than each Reset Date, BSFP shall deliver to
                              LaSalle Bank National Association, a written
                              confirmation containing the results of the
                              calculations performed on each Reset Date and the
                              amount which is to be paid to the Counterparty on
                              the next Floating Rate Payer Payment Date.

4.   Provisions Deemed Incorporated in a Schedule to the ISDA Form Master
     Agreement:

1)   The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form
     Master Agreement will apply to any Transaction.

2)   Termination Provisions. For purposes of the ISDA Form Master Agreement:

(a)  "Specified Entity" is not applicable to BSFP or Counterparty for any
     purpose.

(b)  "Specified Transaction" is not applicable to BSFP or Counterparty for any
     purpose, and, accordingly, Section 5(a)(v) shall not apply to BSFP or
     Counterparty.

(c)  The "Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP
     or to Counterparty.

                                     N-1-3

<PAGE>

Reference Number: FXNEC8533
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 4 of 14


(d)  The provisions of Section 5 (a) (ii), (iii), and (iv) will not apply to
     Counterparty.

(e)  The "Bankruptcy" provision of Section 5(a)(vii)(2) will not apply to
     Counterparty.

(f)  The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not
     apply to BSFP or Counterparty.

(g)  The "Automatic Early Termination" provision of Section 6(a) will not apply
     to BSFP or to Counterparty.

(h)  Payments on Early Termination. For the purpose of Section 6(e) of the ISDA
     Form Master Agreement:

     (i)  Market Quotation will apply.

     (ii) The Second Method will apply.

(i)  "Termination Currency" means United States Dollars.

3)   Tax Representations.

     (a) Payer Representations. For purpose of Section 3(e) of the ISDA Form
     Master Agreement, each of BSFP and the Counterparty (as directed in the
     Pooling and Servicing Agreement and without independent investigation) will
     make the following representations: It is not required by any applicable
     law, as modified by the practice of any relevant governmental revenue
     authority, of any Relevant Jurisdiction to make any deduction or
     withholding for or on account of any Tax from any payment (other than
     interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form Master
     Agreement) to be made by it to the other party under this Agreement. In
     making this representation, it may rely on:

     xx

          (i) the accuracy of any representations made by the other party
          pursuant to Section 3(f) of the ISDA Form Master Agreement;

          (ii) the satisfaction of the agreement contained in Section 4(a)(i) or
          4(a)(iii) of the ISDA Form Master Agreement and the accuracy and
          effectiveness of any document provided by the other party pursuant to
          Section 4(a)(i) or 4(a)(iii) of the ISDA Form Master Agreement; and

          (iii) the satisfaction of the agreement of the other party contained
          in Section 4(d) of the ISDA Form Master Agreement, provided that it
          shall not be a breach of this representation where reliance is placed
          on clause (ii) and the other party does not deliver a form or document
          under Section 4(a)(iii) by reason of material prejudice to its legal
          or commercial position.

     (b) Payee Representations. For the purpose of Section 3(f) of the ISDA Form
     Master Agreement, each of BSFP and the Counterparty make the following
     representations.

                                     N-1-4

<PAGE>

Reference Number: FXNEC8533
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 5 of 14


     The following representation will apply to BSFP:

     BSFP is a corporation organized under the laws of the State of Delaware and
     its U.S. taxpayer identification number is 13-3866307.

     The following representation will apply to the Counterparty:

     LaSalle Bank National Association represents that it is the Trustee under
     the Pooling and Servicing Agreement.

4)   [Reserved]

5)   Documents to be Delivered. For the purpose of Section 4(a) of the ISDA Form
     Master Agreement):

(1)  Tax forms, documents, or certificates to be delivered are:

<TABLE>
<CAPTION>
PARTY REQUIRED TO DELIVER   FORM/DOCUMENT/                                         DATE BY WHICH TO
DOCUMENT                    CERTIFICATE                                            BE DELIVERED
-------------------------   ---------------------------------------------------    ------------------------------------------------
<S>                         <C>                                                    <C>
BSFP and                    Any document required or reasonably requested to       Promptly after the earlier of (i) reasonable
the Counterparty            allow the other party to make payments under this      demand by either party or (ii) learning that
                            Agreement without any deduction or withholding for     such form or document is required
                            or on the account of any Tax or with such deduction
                            or withholding at a reduced rate
</TABLE>

(2)  Other documents to be delivered are:

<TABLE>
<CAPTION>
PARTY REQUIRED
TO DELIVER         FORM/DOCUMENT/                                   DATE BY WHICH TO              COVERED BY SECTION 3(D)
DOCUMENT           CERTIFICATE                                      BE DELIVERED                  REPRESENTATION
----------------   ----------------------------------------------   ---------------------------   -----------------------------
<S>                <C>                                              <C>                           <C>
BSFP and           Any documents required by the receiving party    Upon the execution and        Yes
the Counterparty   to evidence the authority of the delivering      delivery of this Agreement
                   party or its Credit Support Provider, if any,    and such Confirmation
                   for it to execute and deliver this Agreement,
                   any Confirmation, and any Credit Support
                   Documents to which it is a party, and to
                   evidence the authority of the delivering party
                   or its Credit Support
</TABLE>

                                     N-1-5

<PAGE>

Reference Number: FXNEC8533
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 6 of 14


<TABLE>
<CAPTION>
PARTY REQUIRED
TO DELIVER         FORM/DOCUMENT/                                   DATE BY WHICH TO              COVERED BY SECTION 3(D)
DOCUMENT           CERTIFICATE                                      BE DELIVERED                  REPRESENTATION
----------------   ----------------------------------------------   ---------------------------   -----------------------------
<S>                <C>                                              <C>                           <C>
                   Provider to perform its obligations under this
                   Agreement, such Confirmation and/or Credit
                   Support Document, as the case may be

BSFP and           A certificate of an authorized officer of the    Upon the execution and        Yes
the Counterparty   party, as to the incumbency and authority of     delivery of this Agreement
                   the respective officers of the party signing     and such Confirmation
                   this Agreement, any relevant Credit Support
                   Document, or any Confirmation, as the case may
                   be

BSFP               Monthly rate set letter to Counterparty          On or prior to each No        No
                                                                    Floating Rate Payer Payment
                                                                    Date

Counterparty       An executed copy of the Pooling and Servicing    Within 30 days after No the   No
                   Agreement.                                       date of this Agreement.
</TABLE>

6)   Miscellaneous. Miscellaneous

(a)  Address for Notices: For the purposes of Section 12(a) of the ISDA Form
     Master Agreement:

     Address for notices or communications to BS FP:

               Address:     383 Madison Avenue, New York, New York 10179
               Attention:   DPC Manager
               Facsimile:   (212) 272-5823

     With a copy to:

               Address:     One Metrotech Center North, Brooklyn, New York
                            11201
               Attention;   Derivative Operations - 7th Floor
               Facsimile:   (212) 272-1634

               (For all purposes)

                                     N-1-6

<PAGE>

Reference Number: FXNEC8533
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 7 of 14


     Address for notices or communications to the Counterparty:

          Address:          LaSalle Bank National Association
                            135 South LaSalle Street
                            Suite 1625
                            Chicago, IL 60603
          Attention:        Carol Corradino - Tilton
          Reference:        OWNIT 2006-5
          Facsimile:        312-904-1368
          Phone:            312-992-2745

(b)  Process Agent. For the purpose of Section 13(c) of the ISDA Form Master
     Agreement:

                    BSFP appoints as its
                    Process Agent:                     Not Applicable

                    The Counterparty appoints as its
                    Process Agent:                     Not Applicable

(c)  Offices. The provisions of Section 10(a) of the ISDA Form Master Agreement
     will not apply to this Agreement; neither BSFP nor the Counterparty have
     any Offices other than as set forth in the Notices Section and BSFP agrees
     that, for purposes of Section 6(b) of the ISDA Form Master Agreement, it
     shall not in future have any Office other than one in the United States.

(d)  Multibranch Party. For the purpose of Section 10(c) of the ISDA Form Master
     Agreement:

     BSFP is not a Multibranch Party.

     The Counterparty is not a Multibranch Party.

(e)  Calculation Agent. The Calculation Agent is BSFP.

(f)  Credit Support Document. Not applicable for either BSFP or the
     Counterparty.

(g)  Credit Support Provider.

     BSFP: Not Applicable

     The Counterparty: Not Applicable

(h)  Governing Law. The parties to this Agreement hereby agree that the law of
     the State of New York shall govern their rights and duties in whole,
     without regard to conflict of law provisions thereof, other than New York
     General Obligation Law Section 5-1401.

(i)  Severability. If any term, provision, covenant, or condition of this
     Agreement, or the application thereof to any party or circumstance, shall
     be held to be invalid or unenforceable (in whole or in part) for any
     reason, the remaining terms, provisions, covenants, and conditions hereof
     shall continue in full force and effect as if this Agreement had been
     executed with the invalid or

                                     N-1-7
<PAGE>

Reference Number: FXNEC8533
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 8 of 14


     unenforceable portion eliminated, so long as this Agreement as so modified
     continues to express, without material change, the original intentions of
     the parties as to the subject matter of this Agreement and the deletion of
     such portion of this Agreement will not substantially impair the respective
     benefits or expectations of the parties.

     The parties shall endeavor to engage in good faith negotiations to replace
any invalid or unenforceable term, provision, covenant or condition with a valid
or enforceable term, provision, covenant or condition, the economic effect of
which comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.

(j)  Consent to Recording. Each party hereto consents to the monitoring or
     recording, at any time and from time to time, by the other party of any and
     all communications between officers or employees of the parties, waives any
     further notice of such monitoring or recording, and agrees to notify its
     officers and employees of such monitoring or recording.

(k)  Waiver of Jury Trial. Each party waives any right it may have to a trial by
     jury in respect of any Proceedings relating to this Agreement or any Credit
     Support Document.

(l)  Trustee Capacity and Liability Limitations It is expressly understood and
     agreed by the parties hereto that insofar as this Confirmation is executed
     by the Trustee (i) this Confirmation is executed and delivered by LaSalle
     Bank National Association not in its individual capacity but solely as
     Trustee under the Pooling and Servicing Agreement referred to in this
     Confirmation in the exercise of the powers and authority conferred and
     invested in it thereunder pursuant to instructions set forth therein; (ii)
     any representations, undertakings and agreements made herein on behalf of
     the Trust are made and intended not as personal representations,
     undertakings and agreements by LaSalle Bank National Association but are
     made and intended for the purpose of binding only the Counterparty; (iii)
     nothing herein contained shall be construed and under no circumstances will
     create any liability on LaSalle Bank National Association individually, or
     personally, be liable or obligated to perform any covenant either expressed
     or implied contained herein, all such liability, if any, being expressly
     waived by the parties who are signatories to this Agreement and by any
     person claiming by, through or under such parties and (iv) under no
     circumstances shall the Trustee in its individual capacity be personally
     liable for the payment of any indebtedness or expenses (including but not
     limited to the Fixed Amount) or be personally liable for the breach or
     failure of any obligation, representation, warranty or covenant made or
     undertaken under this Confirmation.

(m)  Transfer, Amendment and Assignment. No transfer, amendment, waiver,
     supplement, assignment or other modification of this Transaction shall be
     permitted by either party unless each of S&P and Moody's has been provided
     notice of the same and confirms in writing (including by facsimile
     transmission) after such notice is given that it will not downgrade,
     withdraw or otherwise modify its then-current rating of the Certificates.

(n)  Proceedings. BSFP shall not institute against or cause any other person to
     institute against, or join any other person in instituting against the
     Counterparty any bankruptcy, reorganization, arrangement, insolvency or
     liquidation proceedings, or other proceedings under any federal or state
     bankruptcy, dissolution or similar law for a period of one year and one day
     following payment in full of the Certificates.

                                      N-1-8

<PAGE>

Reference Number: FXNEC8533
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 9 of 14


7)   "Affiliate" will have the meaning specified in Section 14 of the ISDA Form
     Master Agreement, provided that BSFP shall not be deemed to have any
     Affiliates for purposes of this Agreement, including for purposes of
     Section 6(b)(ii) of the ISDA Form Master Agreement.

8)   Section 3 of the ISDA Form Master Agreement is hereby amended by adding at
     the end thereof the following subsection (g):

     "(g) Relationship Between Parties.

     Each party represents to the other party on each date when it enters into a
     Transaction that:--

     (1) Nonreliance. It is not relying on any statement or representation of
     the other party regarding the Transaction (whether written or oral), other
     than the representations expressly made in this Agreement or the
     Confirmation in respect of that Transaction.

     (2) Evaluation and Understanding.

                                        (i) [BSFP is acting for its own account
                                        and the Trustee has been directed under
                                        the Pooling and Servicing Agreement to
                                        enter into this Transaction on behalf of
                                        the Counterparty and not for its own
                                        account.] Each Party has made its own
                                        independent decisions to enter into this
                                        Transaction and as to whether this
                                        Transaction is appropriate or proper for
                                        it based upon its own judgment and upon
                                        advice from such advisors as it has
                                        deemed necessary and, in the case of the
                                        Trustee, it has been directed to enter
                                        into this Transaction under the Pooling
                                        and Servicing Agreement. It is not
                                        relying on any communication (written or
                                        oral) of the other party as investment
                                        advice or as a recommendation to enter
                                        into this Transaction; it being
                                        understood that information and
                                        explanations related to the terms and
                                        conditions of this Transaction shall not
                                        be considered investment advice or a
                                        recommendation to enter into this
                                        Transaction. It has not received from
                                        the other party any assurance or
                                        guarantee as to the expected results of
                                        this Transaction.

                                        (ii) It is capable of evaluating and
                                        understanding (on its own behalf or
                                        through independent professional
                                        advice), and understands and accepts,
                                        the terms, conditions and risks of this
                                        Transaction. It is also capable of
                                        assuming, and assumes, the financial and
                                        other risks of this Transaction.

                                        (iii) The other party is not acting as a
                                        fiduciary or an advisor for it in
                                        respect of this Transaction.

                                      N-1-9

<PAGE>

Reference Number: FXNEC8533
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 10 of 14


     (3) Purpose. It is an "eligible swap participant" as such term is defined
     in Section 35.1(b)(2) of the regulations (17 C.F.R 35) promulgated under,
     and an "eligible contract participant" as defined in Section 1(a)(12) of,
     the Commodity Exchange Act, as amended, and it is entering into the
     Transaction for the purposes of managing its borrowings or investments,
     hedging its underlying assets or liabilities or in connection with a line
     of business."

9)   Additional Provisions. Notwithstanding the terms of Sections 5 and 6 of the
     ISDA Form Master Agreement, if at any time and so long as the Counterparty
     has satisfied in full all its payment obligations under Section 2(a)(i) of
     the ISDA Form Master Agreement and has at the time no future payment
     obligations, whether absolute or contingent, under such Section, then
     unless BSFP is required pursuant to appropriate proceedings to return to
     the Counterparty or otherwise returns to the Counterparty upon demand of
     the Counterparty any portion of any such payment, (a) the occurrence of an
     event described in Section 5(a) of the ISDA Form Master Agreement with
     respect to the Counterparty shall not constitute an Event of Default or
     Potential Event of Default with respect to the Counterparty as Defaulting
     Party and (b) BSFP shall be entitled to designate an Early Termination Date
     pursuant to Section 6 of the ISDA Form Master Agreement only as a result of
     the occurrence of a Termination Event set forth in either Section 5(b)(i)
     or 5(b)(ii) of the ISDA Form Master Agreement with respect to BSFP as the
     Affected Party, or Section 5(b)(iii) of the ISDA Form Master Agreement with
     respect to BSFP as the Burdened Party.

10)  Set-off. Notwithstanding any provision of this Agreement or any other
     existing or future agreement, each party irrevocably waives any and all
     rights it may have to set off, net, recoup or otherwise withhold or suspend
     or condition payment or performance of any obligation between it and the
     other party hereunder against any obligation between it and the other party
     under any other agreements. The provisions for Set-off set forth in Section
     6(e) of the ISDA Form Master Agreement shall not apply for purposes of this
     Transaction.

11)  Additional Termination Events. The following Additional Termination Events
     will apply:

(a)  If a Ratings Event has occurred and BSFP has not, complied with Section 12
     below, then an Additional Termination Event shall have occurred with
     respect to BSFP and BSFP shall be the sole Affected Party with respect to
     such an Additional Termination Event.

(b)  If, upon the occurrence of a Cap Disclosure Event (as defined in Section
     13(ii) of this Agreement), BSFP has not, within 10 days after such Cap
     Disclosure Event complied with any of the provisions set forth in Section
     13(iii) of this Agreement, then an Additional Termination Event shall have
     occurred with respect to BSFP and BSFP shall be the sole Affected Party
     with respect to such Additional Termination Event.

12)  Ratings Event. If a Ratings Event (as defined below) occurs with respect to
     BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency
     Condition (as defined below), assign this Transaction hereunder to a third
     party within thirty (30) days of such Ratings Event that meets or exceeds,
     or as to which any applicable credit support provider meets or exceeds, the
     Approved Ratings Thresholds (as defined below), (ii) deliver collateral,
     and an executed ISDA Credit Support Annex, within thirty (30) days of such
     Ratings Event and subject to each of Standard and Poor's Ratings Services,
     Inc. ("S&P's") and Moody's Investors Service, Inc. ("Moody's" and together
     with S&P, the "Rating Agencies") written confirmation that delivery of

                                     N-1-10

<PAGE>

Reference Number: FXNEC8533
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 11 of 14


     such collateral in the context of such downgrade will not result in a
     withdrawal, qualification or downgrade of the then current ratings assigned
     to the Certificates, or (iii) any other action that satisfies the Rating
     Agency Condition. For the avoidance of doubt, a downgrade of the rating on
     the Certificates could occur in the event that BSFP does not post
     sufficient collateral. For purposes of this Transaction, a "Ratings Event"
     shall occur with respect to BSFP, if its long-term unsecured and
     unsubordinated debt rating is reduced below "AA-" by S&P, and "Aa3" by
     Moody's (including in connection with a merger, consolidation or other
     similar transaction by BSFP) such ratings being referred to herein as the
     "Approved Ratings Thresholds", unless, within 30 days after such withdrawal
     or downgrade, each of Moody's and S&P has reconfirmed the rating of the
     Certificates, as applicable, which was in effect immediately prior to such
     withdrawal or downgrade. For purposes of this provision, "Rating Agency
     Condition" means, with respect to any particular proposed act or omission
     to act hereunder that the party acting or failing to act must consult with
     any of the Rating Agencies then providing a rating of the Certificates and
     receive from the Rating Agencies a prior written confirmation that the
     proposed action or inaction would not cause a downgrade or withdrawal of
     the then-current rating of the Certificates. Notwithstanding the foregoing,
     in the event that BSFP's long-term unsecured and unsubordinated debt rating
     is either (i) withdrawn or (ii) reduced below "BBB-" by S&P, or its
     unsecured, short-term debt obligations is reduced below "A-3" by S&P then,
     BSFP shall, within (10) days of such reduction, at its own expense, and
     satisfying the Rating Agency Condition, either (i) secure another entity to
     replace BSFP as party to this Agreement that meets or exceeds the Approved
     Rating Thresholds on terms substantially similar to this Agreement, (ii)
     obtain a guaranty acceptable to the Rating Agencies, of another person with
     the Approved Rating Thresholds, to honor, BSFP's obligations under this
     Agreement, or (iii) any other action that satisfies the Rating Agency
     Condition. Failure to satisfy the foregoing shall constitute an Additional
     Termination Event as defined by Section 5(b)(v) of the ISDA Form Master
     Agreement, with BSFP as the sole Affected Party. Notwithstanding any of the
     above downgrades, unless and until BSFP transfers the Transaction to a
     replacement counterparty pursuant to the foregoing, BSFP will continue to
     perform its obligations under the Transaction. BSFP's failure to comply
     with the above downgrade provisions and requirements shall constitute the
     sole Additional Termination Events as defined in Section 5(b)(v) of the
     ISDA Form Master Agreement.

13)  Compliance with Regulation AB.

     (i)  BSFP agrees and acknowledges that Merrill Lynch Mortgage Investors,
          Inc. ("MLMI") is required under Regulation AB under the Securities Act
          of 1933, as amended, and the Securities Exchange Act of 1934, as
          amended (the "Exchange Act") ("Regulation AB"), to disclose certain
          financial information regarding BSFP or its group of affiliated
          entities, if applicable, depending on the aggregate "significance
          percentage" of this Agreement and any other derivative contracts
          between BSFP or its group of affiliated entities, if applicable, and
          Counterparty, as calculated from time to time in accordance with Item
          1115 of Regulation AB.

     (ii) It shall be a cap disclosure event ("Cap Disclosure Event") if, on any
          Business Day after the date hereof, MLMI requests from BSFP the
          applicable financial information described in Item 1115 of Regulation
          AB (such request to be based on a reasonable determination by MLMI, in
          good faith, that such information is required under Regulation AB)
          (the "Cap Financial Disclosure").

                                     N-1-11

<PAGE>

Reference Number: FXNEC8533
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 12 of 14


     (iii) Upon the occurrence of a Cap Disclosure Event, BSFP, at its own
          expense, shall (a) provide to MLMI the Cap Financial Disclosure, (b)
          secure another entity to replace BSFP as party to this Agreement on
          terms substantially similar to this Agreement and subject to prior
          notification to the Rating Agencies, which entity (or a guarantor
          therefor) meets or exceeds the Approved Rating Thresholds (and which
          satisfies the Rating Agency Condition) and which entity is able to
          comply with the requirements of Item 1115 of Regulation AB or (c)
          obtain a guaranty of the BSFP's obligations under this Agreement from
          an affiliate of the BSFP that is able to comply with the financial
          information disclosure requirements of Item 1115 of Regulation AB,
          such that disclosure provided in respect of the affiliate will satisfy
          any disclosure requirements applicable to the Cap Provider, and cause
          such affiliate to provide Cap Financial Disclosure. If permitted by
          Regulation AB, any required Cap Financial Disclosure may be provided
          by incorporation by reference from reports filed pursuant to the
          Exchange Act.

     (iv) BSFP agrees that, in the event that BSFP provides Cap Financial
          Disclosure to MLMI in accordance with Section 13(iii)(a) or causes its
          affiliate to provide Cap Financial Disclosure to MLMI in accordance
          with Section 13(iii)(a), it will indemnify and hold harmless MLMI, its
          respective directors or officers and any person controlling MLMI, from
          and against any and all losses, claims, damages and liabilities caused
          by any untrue statement or alleged untrue statement of a material fact
          contained in such Cap Financial Disclosure or caused by any omission
          or alleged omission to state in such Cap Financial Disclosure a
          material fact required to be stated therein or necessary to make the
          statements therein, in light of the circumstances under which they
          were made, not misleading.

14)  Third Party Beneficiary. MLMI shall be a third party beneficiary of this
     Agreement.

15)  Merrill Lynch Mortgage Lending, Inc. ("MLML") agrees and acknowledges that
     amounts paid hereunder are not intended to benefit the holder of any class
     of certificates rated by any rating agency if such holder is MLML or any of
     its affiliates. If MLML or any of its affiliates receives any such amounts,
     it will promptly remit (or, if such amounts are received by an affiliate of
     MLML, MLML hereby agrees that it will cause such affiliate to promptly
     remit) such amounts to the applicable Trustee, whereupon such Trustee will
     promptly remit such amounts to BSFP. MLML further agrees to provide notice
     to BSFP upon any remittance to the Trustee; such delivery will be made to:

          Address:     383 Madison Avenue, New York, New York 10179
          Attention:   DPC Manager
          Facsimile:   (212) 272-5823

          with a copy to:

          Address:     One Metrotech Center North, Brooklyn, New York 11201
          Attention:   Derivative Operations - 7th Floor
          Facsimile:   (212) 272-1634

                                     N-1-12

<PAGE>

Reference Number: FXNEC8533
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 13 of 14


     NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF
THE BEAR STEARNS COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT
SUPPORT PROVIDER ON THIS AGREEMENT.

5.   Account Details and
     Settlement Information:   Payments to BSFP:
                               Citibank, N.A., New York
                               ABA Number: 021-0000-89, for the account of
                               Bear, Stearns Securities Corp.
                               Account Number: 0925-3186, for further credit to
                               Bear Stearns Financial Products Inc.
                               Sub-account Number: 102-04654-1-3
                               Attention: Derivatives Department

                               PAYMENTS TO COUNTERPARTY:
                               LaSalle Bank NA
                               ABA#: 071000505
                               LaSalle CHGO/CTR/BNF:/LaSalle Trust
                               Account # 723949.2
                               Attn: Carol Corradino-Tilton X2-2745

                                     N-1-13

<PAGE>

                                   SCHEDULE I

    (all such dates subject to adjustment in accordance with the Business Day
                                   Convention)

<TABLE>
<CAPTION>
FROM AND INCLUDING   TO BUT EXCLUDING   NOTIONAL AMOUNT (USD)   CAP RATE (%)
------------------   ----------------   ---------------------   ------------
<S>                  <C>                <C>                     <C>
  Effective Date       25-Aug-2006           138,691,000            7.650
   25-Aug-2006         25-Sep-2006           137,885,537            7.146
   25-Sep-2006         25-Oct-2006           136,710,138            7.389
   25-Oct-2006         25-Nov-2006           135,162,263            7.146
   25-Nov-2006         25-Dec-2006           133,242,451            7.389
   25-Dec-2006       Termination Date        130,952,191            7.146
</TABLE>


                                      N-1-1
<PAGE>

                                   EXHIBIT N-2

                         FORM OF CLASS A-2 CAP CONTRACT

BEAR STEARNS

                                            BEAR STEARNS FINANCIAL PRODUCTS INC.
                                                              383 MADISON AVENUE
                                                        NEW YORK, NEW YORK 10179
                                                                    212-272-4009

DATE:               July 27, 2006

TO:                 LaSalle Bank National Association, not in its individual
                    capacity, but solely as Trustee for OwnIt Mortgage Loan
                    Trust, Series 2006-5
ATTENTION:          Carol Corradino - Tilton
TELEPHONE:          312-992-2745
FACSIMILE:          312-904-1368

FROM:               Derivatives Documentation
TELEPHONE:          212-272-2711
FACSIMILE:          212-272-9857

SUBJECT:            Fixed Income Derivatives Confirmation and Agreement

REFERENCE NUMBER:   FXNEC8536

     The purpose of this letter agreement ("Agreement") is to confirm the terms
and conditions of the Transaction entered into on the Trade Date specified below
(the "Transaction") between Bear Steams Financial Products Inc. ("BSFP") and
OwnIt Mortgage Loan Trust, Series 2006-5 ("Counterparty") as represented by
LaSalle Bank National Association, not in its individual capacity, but solely as
Trustee under the Pooling and Servicing Agreement, dated as of July 1, 2006
Merrill Lynch Mortgage Investors, Inc. as depositor, Litton Loan Servicing LP,
as servicer and LaSalle Bank National Association, as trustee ("Pooling and
Servicing Agreement"). This Agreement, which evidences a complete and binding
agreement between you and us to enter into the Transaction on the terms set
forth below, constitutes a "Confirmation" as referred to in the "ISDA Form
Master Agreement" (as defined below), as well as a "Schedule" as referred to in
the ISDA Form Master Agreement.

1.   This Agreement is subject to the 2000 ISDA Definitions (the "Definitions"),
     as published by the International Swaps and Derivatives Association, Inc.
     ("ISDA"). You and we have agreed to enter into this Agreement in lieu of
     negotiating a Schedule to the 1992 ISDA Master Agreement
     (Multicurrency--Cross Border) form (the "ISDA Form Master Agreement") but,
     rather, an ISDA Form Master Agreement shall be deemed to have been executed
     by you and us on the date we entered into the Transaction. In the event of
     any inconsistency between the provisions of this


                                     N-2-1

<PAGE>

Reference Number: FXNEC8536
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 2 of 14


     Agreement and the Definitions or the ISDA Form Master Agreement, this
     Agreement shall prevail for purposes of the Transaction. Terms capitalized
     but not defined herein shall have the meanings attributed to them in the
     Pooling and Servicing Agreement.

2.   The terms of the particular Transaction to which this Confirmation relates
     are as follows:

Type of Transaction:              Rate Cap

Notional Amount:                  With respect to the Calculation Period, the
                                  lesser of (i) the amount set forth for such
                                  period as detailed in Schedule I attached
                                  hereto and (ii) the aggregate Certificate
                                  Principal Balance of the Class A-2
                                  Certificates immediately prior to the related
                                  Floating Rate Payer Payment Date.

Trade Date:                       July 17, 2006

Effective Date:                   July 27, 2006

Termination Date:                 January 25, 2007, subject to adjustment in
                                  accordance with the Business Day Convention

FIXED AMOUNT (PREMIUM):           Inapplicable. The Fixed Amounts for this
                                  Transaction and for the Transactions with the
                                  BSFP Reference Numbers FXNEC8533 and FXNEC8537
                                  have been paid under the Old Transaction with
                                  the Reference Number FXNSC8532.

     FLOATING AMOUNT:

          Floating Rate Payer:    BSFP

          Cap Rate:               With respect to any Calculation Period, the
                                  rate set forth for such period as detailed in
                                  Schedule I attached hereto.

          Floating Rate Payer
          Period End Dates:       The 25th calendar day of each month during the
                                  Term of this Transaction, commencing August
                                  25, 2006 and ending on the Termination Date,
                                  subject to adjustment in accordance with the
                                  Business Day Convention.

          Floating Rate Payer
          Payment Dates:          Early Payment shall be applicable. The
                                  Floating Rate Payer Payment Date shall be one
                                  Business Day preceding each Floating Rate
                                  Payer Period End Date.

          Floating Rate Option:   USD-LIBOR-BBA; provided, however, that if the
                                  Floating Rate Option for any Calculation
                                  Period is greater than

                                     N-2-2

<PAGE>

Reference Number: FXNEC8536
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 3 of 14


                                  10.55000% then the Floating Rate Option for
                                  such Calculation Period shall be deemed to be
                                  10.55000%.

          Designated Maturity:    One month

          Floating Rate Day
          Count Fraction:         Actual/360

          Reset Dates:            The first day of each Calculation Period.

          Compounding:            Inapplicable

     Business Days:               New York

     Business Day Convention:     Modified Following

3.   Additional Provisions:       1) Each party hereto is hereby advised and
                                  acknowledges that the other party has engaged
                                  in (or refrained from engaging in) substantial
                                  financial transactions and has taken (or
                                  refrained from taking) other material actions
                                  in reliance upon the entry by the parties into
                                  the Transaction being entered into on the
                                  terms and conditions set forth herein and in
                                  the Confirmation relating to such Transaction,
                                  as applicable and, in the case of the
                                  Counterparty, it has been directed under the
                                  Pooling and Servicing Agreement to enter into
                                  this Transaction. This paragraph (1) shall be
                                  deemed repeated on the trade date of each
                                  Transaction.

                                  2) No later than each Floating Rate Payer
                                  Period End Date the Counterparty will make
                                  available on its website located at
                                  www.etrustee.net the current principal balance
                                  of the Certificates. No later than each Reset
                                  Date, BSFP shall deliver to LaSalle Bank
                                  National Association, a written confirmation
                                  containing the results of the calculations
                                  performed on each Reset Date and the amount
                                  which is to be paid to the Counterparty on the
                                  next Floating Rate Payer Payment Date.

4.   Provisions Deemed Incorporated in a Schedule to the ISDA Form Master
     Agreement:

1)   The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form
     Master Agreement will apply to any Transaction.

2)   Termination Provisions. For purposes of the ISDA Form Master Agreement:

(a)  "Specified Entity" is not applicable to BSFP or Counterparty for any
     purpose.

(b)  "Specified Transaction" is not applicable to BSFP or Counterparty for any
     purpose, and, accordingly, Section 5(a)(v) shall not apply to BSFP or
     Counterparty.

                                     N-2-3

<PAGE>

Reference Number: FXNEC8536
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 4 of 14


(c)  The "Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP
     or to Counterparty.

(d)  The provisions of Section 5 (a) (ii), (iii), and (iv) will not apply to
     Counterparty.

(e)  The "Bankruptcy" provision of Section 5(a)(vii)(2) will not apply to
     Counterparty.

(f)  The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not
     apply to BSFP or Counterparty.

(g)  The "Automatic Early Termination" provision of Section 6(a) will not apply
     to BSFP or to Counterparty.

(h)  Payments on Early Termination. For the purpose of Section 6(e) of the ISDA
     Form Master Agreement:

     (i)  Market Quotation will apply.

     (ii) The Second Method will apply.

(i)  "Termination Currency" means United States Dollars.

3)   Tax Representations.

     (a) Payer Representations. For purpose of Section 3(e) of the ISDA Form
     Master Agreement, each of BSFP and the Counterparty (as directed in the
     Pooling and Servicing Agreement and without independent investigation) will
     make the following representations: It is not required by any applicable
     law, as modified by the practice of any relevant governmental revenue
     authority, of any Relevant Jurisdiction to make any deduction or
     withholding for or on account of any Tax from any payment (other than
     interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form Master
     Agreement) to be made by it to the other party under this Agreement. In
     making this representation, it may rely on:

          (i) the accuracy of any representations made by the other party
          pursuant to Section 3(f) of the ISDA Form Master Agreement;

          (ii) the satisfaction of the agreement contained in Section 4(a)(i) or
          4(a)(iii) of the ISDA Form Master Agreement and the accuracy and
          effectiveness of any document provided by the other party pursuant to
          Section 4(a)(i) or 4(a)(iii) of the ISDA Form Master Agreement; and

          (iii) the satisfaction of the agreement of the other party contained
          in Section 4(d) of the ISDA Form Master Agreement, provided that it
          shall not be a breach of this representation where reliance is placed
          on clause (ii) and the other party does not deliver a form or document
          under Section 4(a)(iii) by reason of material prejudice to its legal
          or commercial position.

     (b) Payee Representations. For the purpose of Section 3(f) of the ISDA Form
     Master Agreement, each of BSFP and the Counterparty make the following
     representations.

                                     N-2-4
<PAGE>

Reference Number: FXNEC8536
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 5 of 14


     The following representation will apply to BSFP:

     BSFP is a corporation organized under the laws of the State of Delaware and
     its U.S. taxpayer identification number is 13-3866307.

     The following representation will apply to the Counterparty:

     LaSalle Bank National Association represents that it is the Trustee under
     the Pooling and Servicing Agreement.

4)   [Reserved]

5)   Documents to be Delivered. For the purpose of Section 4(a) of the ISDA Form
     Master Agreement):

(1)  Tax forms, documents, or certificates to be delivered are:

<TABLE>
<CAPTION>
PARTY REQUIRED TO DELIVER                                                DATE BY WHICH TO
         DOCUMENT                   FORM/DOCUMENT/CERTIFICATE              BE DELIVERED
-------------------------           -------------------------            ----------------
<S>                         <C>                                        <C>
BSFP and                    Any document required or reasonably        Promptly after the
the Counterparty            requested to allow the other party to      earlier of (i)
                            make payments under this Agreement         reasonable demand by
                            without any deduction or withholding for   either party or (ii)
                            or on the account of any Tax or with       learning that such
                            such deduction or withholding at a         form or document is
                            reduced rate                               required
</TABLE>

(2)  Other documents to be delivered are:

<TABLE>
<CAPTION>
 PARTY REQUIRED
   TO DELIVER                                                   DATE BY WHICH TO     COVERED BY SECTION 3(D)
    DOCUMENT               FORM/DOCUMENT/CERTIFICATE              BE DELIVERED            REPRESENTATION
 ---------------           -------------------------            ----------------     -----------------------
<S>                <C>                                        <C>                    <C>
BSFP and           Any documents required by the receiving    Upon the execution               Yes
the Counterparty   party to evidence the authority of the     and delivery of this
                   delivering party or its Credit Support     Agreement and such
                   Provider, if any, for it to execute and    Confirmation
                   deliver this Agreement, any
                   Confirmation, and any Credit Support
                   Documents to which it is a party, and to
                   evidence the authority of the delivering
                   party or its Credit Support
</TABLE>

                                      N-2-5

<PAGE>

Reference Number: FXNEC8536
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 6 of 14


<TABLE>
<CAPTION>
 PARTY REQUIRED
   TO DELIVER                                                   DATE BY WHICH TO     COVERED BY SECTION 3(D)
    DOCUMENT               FORM/DOCUMENT/CERTIFICATE              BE DELIVERED            REPRESENTATION
 ---------------           -------------------------            ----------------     -----------------------
<S>                <C>                                        <C>                    <C>
                   Provider to perform its obligations
                   under this Agreement, such Confirmation
                   and/or Credit Support Document, as the
                   case may be

BSFP and           A certificate of an authorized officer     Upon the execution               Yes
the Counterparty   of the party, as to the incumbency and     and delivery of this
                   authority of the respective officers of    Agreement and such
                   the party signing this Agreement, any      Confirmation
                   relevant Credit Support Document, or any
                   Confirmation, as the case may be

BSFP               Monthly rate set letter to Counterparty    On or prior to each               No
                                                              No Floating Rate
                                                              Payer Payment Date

Counterparty       An executed copy of the Pooling and        Within 30 days after             No
                   Servicing Agreement.                       No the date of this
                                                              Agreement.
</TABLE>

6)   Miscellaneous. Miscellaneous

(a)  Address for Notices: For the purposes of Section 12(a) of the ISDA Form
     Master Agreement:

     Address for notices or communications to BS FP:

          Address:   383 Madison Avenue, New York, New York 10179
          Attention: DPC Manager
          Facsimile: (212) 272-5823

     With a copy to:

          Address:   One Metrotech Center North, Brooklyn, New York 11201
          Attention; Derivative Operations - 7th Floor
          Facsimile: (212) 272-1634

          (For all purposes)

     Address for notices or communications to the Counterparty:

                                      N-2-6

<PAGE>

Reference Number: FXNEC8536
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 7 of 14


          Address:   LaSalle Bank National Association
                     135 South LaSalle Street
                     Suite 1625
                     Chicago, IL 60603
          Attention: Carol Corradino - Tilton
          Reference: OWNIT 2006-5
          Facsimile: 312-904-1368
          Phone:     312-992-2745

(b)  Process Agent. For the purpose of Section 13(c) of the ISDA Form Master
     Agreement:

                    BSFP appoints as its
                    Process Agent:              Not Applicable

                    The Counterparty appoints
                    as its Process Agent:       Not Applicable

(c)  Offices. The provisions of Section 10(a) of the ISDA Form Master Agreement
     will not apply to this Agreement; neither BSFP nor the Counterparty have
     any Offices other than as set forth in the Notices Section and BSFP agrees
     that, for purposes of Section 6(b) of the ISDA Form Master Agreement, it
     shall not in future have any Office other than one in the United States.

(d)  Multibranch Party. For the purpose of Section 10(c) of the ISDA Form Master
     Agreement:

     BSFP is not a Multibranch Party.

     The Counterparty is not a Multibranch Party.

(e)  Calculation Agent. The Calculation Agent is BSFP.

(f)  Credit Support Document. Not applicable for either BSFP or the
     Counterparty.

(g)  Credit Support Provider.

     BSFP: Not Applicable

     The Counterparty: Not Applicable

(h)  Governing Law. The parties to this Agreement hereby agree that the law of
     the State of New York shall govern their rights and duties in whole,
     without regard to conflict of law provisions thereof, other than New York
     General Obligation Law Section 5-1401.

(i)  Severability. If any term, provision, covenant, or condition of this
     Agreement, or the application thereof to any party or circumstance, shall
     be held to be invalid or unenforceable (in whole or in part) for any
     reason, the remaining terms, provisions, covenants, and conditions hereof
     shall continue in full force and effect as if this Agreement had been
     executed with the invalid or unenforceable portion eliminated, so long as
     this Agreement as so modified continues to express, without material
     change, the original intentions of the parties as to the subject matter of
     this

                                      N-2-7
<PAGE>

Reference Number: FXNEC8536
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 8 of 14


     Agreement and the deletion of such portion of this Agreement will not
     substantially impair the respective benefits or expectations of the
     parties.

     The parties shall endeavor to engage in good faith negotiations to replace
any invalid or unenforceable term, provision, covenant or condition with a valid
or enforceable term, provision, covenant or condition, the economic effect of
which comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.

(j)  Consent to Recording. Each party hereto consents to the monitoring or
     recording, at any time and from time to time, by the other party of any and
     all communications between officers or employees of the parties, waives any
     further notice of such monitoring or recording, and agrees to notify its
     officers and employees of such monitoring or recording.

(k)  Waiver of Jury Trial. Each party waives any right it may have to a trial by
     jury in respect of any Proceedings relating to this Agreement or any Credit
     Support Document.

(l)  Trustee Capacity and Liability Limitations It is expressly understood and
     agreed by the parties hereto that insofar as this Confirmation is executed
     by the Trustee (i) this Confirmation is executed and delivered by LaSalle
     Bank National Association not in its individual capacity but solely as
     Trustee under the Pooling and Servicing Agreement referred to in this
     Confirmation in the exercise of the powers and authority conferred and
     invested in it thereunder pursuant to instructions set forth therein; (ii)
     any representations, undertakings and agreements made herein on behalf of
     the Trust are made and intended not as personal representations,
     undertakings and agreements by LaSalle Bank National Association but are
     made and intended for the purpose of binding only the Counterparty; (iii)
     nothing herein contained shall be construed and under no circumstances will
     create any liability on LaSalle Bank National Association individually, or
     personally, be liable or obligated to perform any covenant either expressed
     or implied contained herein, all such liability, if any, being expressly
     waived by the parties who are signatories to this Agreement and by any
     person claiming by, through or under such parties and (iv) under no
     circumstances shall the Trustee in its individual capacity be personally
     liable for the payment of any indebtedness or expenses (including but not
     limited to the Fixed Amount) or be personally liable for the breach or
     failure of any obligation, representation, warranty or covenant made or
     undertaken under this Confirmation.

(m)  Transfer, Amendment and Assignment. No transfer, amendment, waiver,
     supplement, assignment or other modification of this Transaction shall be
     permitted by either party unless each of S&P and Moody's has been provided
     notice of the same and confirms in writing (including by facsimile
     transmission) after such notice is given that it will not downgrade,
     withdraw or otherwise modify its then-current rating of the Certificates.

(n)  Proceedings. BSFP shall not institute against or cause any other person to
     institute against, or join any other person in instituting against the
     Counterparty any bankruptcy, reorganization, arrangement, insolvency or
     liquidation proceedings, or other proceedings under any federal or state
     bankruptcy, dissolution or similar law for a period of one year and one day
     following payment in full of the Certificates.

                                     N-2-8

<PAGE>

Reference Number: FXNEC8536
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 9 of 14


7)   "Affiliate" will have the meaning specified in Section 14 of the ISDA Form
     Master Agreement, provided that BSFP shall not be deemed to have any
     Affiliates for purposes of this Agreement, including for purposes of
     Section 6(b)(ii) of the ISDA Form Master Agreement.

8)   Section 3 of the ISDA Form Master Agreement is hereby amended by adding at
     the end thereof the following subsection (g):

     "(g) Relationship Between Parties.

     Each party represents to the other party on each date when it enters into a
     Transaction that:--

     (1) Nonreliance. It is not relying on any statement or representation of
     the other party regarding the Transaction (whether written or oral), other
     than the representations expressly made in this Agreement or the
     Confirmation in respect of that Transaction.

     (2) Evaluation and Understanding.

                                        (i) BSFP is acting for its own account
                                        and the Trustee has been directed under
                                        the Pooling and Servicing Agreement to
                                        enter into this Transaction on behalf of
                                        the Counterparty and not for its own
                                        account. Each Party has made its own
                                        independent decisions to enter into this
                                        Transaction and as to whether this
                                        Transaction is appropriate or proper for
                                        it based upon its own judgment and upon
                                        advice from such advisors as it has
                                        deemed necessary and, in the case of the
                                        Trustee, it has been directed to enter
                                        into this Transaction under the Pooling
                                        and Servicing Agreement. It is not
                                        relying on any communication (written or
                                        oral) of the other party as investment
                                        advice or as a recommendation to enter
                                        into this Transaction; it being
                                        understood that information and
                                        explanations related to the terms and
                                        conditions of this Transaction shall not
                                        be considered investment advice or a
                                        recommendation to enter into this
                                        Transaction. It has not received from
                                        the other party any assurance or
                                        guarantee as to the expected results of
                                        this Transaction.

                                        (ii) It is capable of evaluating and
                                        understanding (on its own behalf or
                                        through independent professional
                                        advice), and understands and accepts,
                                        the terms, conditions and risks of this
                                        Transaction. It is also capable of
                                        assuming, and assumes, the financial and
                                        other risks of this Transaction.

                                        (iii) The other party is not acting as a
                                        fiduciary or an advisor for it in
                                        respect of this Transaction.

                                      N-2-9

<PAGE>

Reference Number: FXNEC8536
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 10 of 14


     (3) Purpose. It is an "eligible swap participant" as such term is defined
     in Section 35.1(b)(2) of the regulations (17 C.F.R 35) promulgated under,
     and an "eligible contract participant" as defined in Section 1(a)(12) of,
     the Commodity Exchange Act, as amended, and it is entering into the
     Transaction for the purposes of managing its borrowings or investments,
     hedging its underlying assets or liabilities or in connection with a line
     of business."

9)   Additional Provisions. Notwithstanding the terms of Sections 5 and 6 of the
     ISDA Form Master Agreement, if at any time and so long as the Counterparty
     has satisfied in full all its payment obligations under Section 2(a)(i) of
     the ISDA Form Master Agreement and has at the time no future payment
     obligations, whether absolute or contingent, under such Section, then
     unless BSFP is required pursuant to appropriate proceedings to return to
     the Counterparty or otherwise returns to the Counterparty upon demand of
     the Counterparty any portion of any such payment, (a) the occurrence of an
     event described in Section 5(a) of the ISDA Form Master Agreement with
     respect to the Counterparty shall not constitute an Event of Default or
     Potential Event of Default with respect to the Counterparty as Defaulting
     Party and (b) BSFP shall be entitled to designate an Early Termination Date
     pursuant to Section 6 of the ISDA Form Master Agreement only as a result of
     the occurrence of a Termination Event set forth in either Section 5(b)(i)
     or 5(b)(ii) of the ISDA Form Master Agreement with respect to BSFP as the
     Affected Party, or Section 5(b)(iii) of the ISDA Form Master Agreement with
     respect to BSFP as the Burdened Party.

10)  Set-off. Notwithstanding any provision of this Agreement or any other
     existing or future agreement, each party irrevocably waives any and all
     rights it may have to set off, net, recoup or otherwise withhold or suspend
     or condition payment or performance of any obligation between it and the
     other party hereunder against any obligation between it and the other party
     under any other agreements. The provisions for Set-off set forth in Section
     6(e) of the ISDA Form Master Agreement shall not apply for purposes of this
     Transaction.

11)  Additional Termination Events. The following Additional Termination Events
     will apply:

(a)  If a Ratings Event has occurred and BSFP has not, complied with Section 12
     below, then an Additional Termination Event shall have occurred with
     respect to BSFP and BSFP shall be the sole Affected Party with respect to
     such an Additional Termination Event.

(b)  If, upon the occurrence of a Cap Disclosure Event (as defined in Section
     13(ii) of this Agreement), BSFP has not, within 10 days after such Cap
     Disclosure Event complied with any of the provisions set forth in Section
     13(iii) of this Agreement, then an Additional Termination Event shall have
     occurred with respect to BSFP and BSFP shall be the sole Affected Party
     with respect to such Additional Termination Event.

12)  Ratings Event. If a Ratings Event (as defined below) occurs with respect to
     BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency
     Condition (as defined below), assign this Transaction hereunder to a third
     party within thirty (30) days of such Ratings Event that meets or exceeds,
     or as to which any applicable credit support provider meets or exceeds, the
     Approved Ratings Thresholds (as defined below), (ii) deliver collateral,
     and an executed ISDA Credit Support Annex, within thirty (30) days of such
     Ratings Event and subject to each of Standard and Poor's Ratings Services,
     Inc. ("S&P's") and Moody's Investors Service, Inc. ("Moody's" and together
     with S&P, the "Rating Agencies") written confirmation that delivery of

                                     N-2-10

<PAGE>

Reference Number: FXNEC8536
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 11 of 14


     such collateral in the context of such downgrade will not result in a
     withdrawal, qualification or downgrade of the then current ratings assigned
     to the Certificates, or (iii) any other action that satisfies the Rating
     Agency Condition. For the avoidance of doubt, a downgrade of the rating on
     the Certificates could occur in the event that BSFP does not post
     sufficient collateral. For purposes of this Transaction, a "Ratings Event"
     shall occur with respect to BSFP, if its long-term unsecured and
     unsubordinated debt rating is reduced below "AA-" by S&P, and "Aa3" by
     Moody's (including in connection with a merger, consolidation or other
     similar transaction by BSFP) such ratings being referred to herein as the
     "Approved Ratings Thresholds", unless, within 30 days after such withdrawal
     or downgrade, each of Moody's and S&P has reconfirmed the rating of the
     Certificates, as applicable, which was in effect immediately prior to such
     withdrawal or downgrade. For purposes of this provision, "Rating Agency
     Condition" means, with respect to any particular proposed act or omission
     to act hereunder that the party acting or failing to act must consult with
     any of the Rating Agencies then providing a rating of the Certificates and
     receive from the Rating Agencies a prior written confirmation that the
     proposed action or inaction would not cause a downgrade or withdrawal of
     the then-current rating of the Certificates. Notwithstanding the foregoing,
     in the event that BSFP's long-term unsecured and unsubordinated debt rating
     is either (i) withdrawn or (ii) reduced below "BBB-" by S&P, or its
     unsecured, short-term debt obligations is reduced below "A-3" by S&P then,
     BSFP shall, within (10) days of such reduction, at its own expense, and
     satisfying the Rating Agency Condition, either (i) secure another entity to
     replace BSFP as party to this Agreement that meets or exceeds the Approved
     Rating Thresholds on terms substantially similar to this Agreement, (ii)
     obtain a guaranty acceptable to the Rating Agencies, of another person with
     the Approved Rating Thresholds, to honor, BSFP's obligations under this
     Agreement, or (iii) any other action that satisfies the Rating Agency
     Condition. Failure to satisfy the foregoing shall constitute an Additional
     Termination Event as defined by Section 5(b)(v) of the ISDA Form Master
     Agreement, with BSFP as the sole Affected Party. Notwithstanding any of the
     above downgrades, unless and until BSFP transfers the Transaction to a
     replacement counterparty pursuant to the foregoing, BSFP will continue to
     perform its obligations under the Transaction. BSFP's failure to comply
     with the above downgrade provisions and requirements shall constitute the
     sole Additional Termination Events as defined in Section 5(b)(v) of the
     ISDA Form Master Agreement.

13)  Compliance with Regulation AB.

     (i)  BSFP agrees and acknowledges that Merrill Lynch Mortgage Investors,
          Inc. ("MLMI") is required under Regulation AB under the Securities Act
          of 1933, as amended, and the Securities Exchange Act of 1934, as
          amended (the "Exchange Act") ("Regulation AB"), to disclose certain
          financial information regarding BSFP or its group of affiliated
          entities, if applicable, depending on the aggregate "significance
          percentage" of this Agreement and any other derivative contracts
          between BSFP or its group of affiliated entities, if applicable, and
          Counterparty, as calculated from time to time in accordance with Item
          1115 of Regulation AB.

     (ii) It shall be a cap disclosure event ("Cap Disclosure Event") if, on any
          Business Day after the date hereof, MLMI requests from BSFP the
          applicable financial information described in Item 1115 of Regulation
          AB (such request to be based on a reasonable determination by MLMI, in
          good faith, that such information is required under Regulation AB)
          (the "Cap Financial Disclosure").

                                     N-2-11

<PAGE>

Reference Number: FXNEC8536
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 12 of 14


     (iii) Upon the occurrence of a Cap Disclosure Event, BSFP, at its own
          expense, shall (a) provide to MLMI the Cap Financial Disclosure, (b)
          secure another entity to replace BSFP as party to this Agreement on
          terms substantially similar to this Agreement and subject to prior
          notification to the Rating Agencies, which entity (or a guarantor
          therefor) meets or exceeds the Approved Rating Thresholds (and which
          satisfies the Rating Agency Condition) and which entity is able to
          comply with the requirements of Item 1115 of Regulation AB or (c)
          obtain a guaranty of the BSFP's obligations under this Agreement from
          an affiliate of the BSFP that is able to comply with the financial
          information disclosure requirements of Item 1115 of Regulation AB,
          such that disclosure provided in respect of the affiliate will satisfy
          any disclosure requirements applicable to the Cap Provider, and cause
          such affiliate to provide Cap Financial Disclosure. If permitted by
          Regulation AB, any required Cap Financial Disclosure may be provided
          by incorporation by reference from reports filed pursuant to the
          Exchange Act.

     (iv) BSFP agrees that, in the event that BSFP provides Cap Financial
          Disclosure to MLMI in accordance with Section 13(iii)(a) or causes its
          affiliate to provide Cap Financial Disclosure to MLMI in accordance
          with Section 13(iii)(a), it will indemnify and hold harmless MLMI, its
          respective directors or officers and any person controlling MLMI, from
          and against any and all losses, claims, damages and liabilities caused
          by any untrue statement or alleged untrue statement of a material fact
          contained in such Cap Financial Disclosure or caused by any omission
          or alleged omission to state in such Cap Financial Disclosure a
          material fact required to be stated therein or necessary to make the
          statements therein, in light of the circumstances under which they
          were made, not misleading.

14)  Third Party Beneficiary. MLMI shall be a third party beneficiary of this
     Agreement.

15)  Merrill Lynch Mortgage Lending, Inc. ("MLML") agrees and acknowledges that
     amounts paid hereunder are not intended to benefit the holder of any class
     of certificates rated by any rating agency if such holder is MLML or any of
     its affiliates. If MLML or any of its affiliates receives any such amounts,
     it will promptly remit (or, if such amounts are received by an affiliate of
     MLML, MLML hereby agrees that it will cause such affiliate to promptly
     remit) such amounts to the applicable Trustee, whereupon such Trustee will
     promptly remit such amounts to BSFP. MLML further agrees to provide notice
     to BSFP upon any remittance to the Trustee; such delivery will be made to:

     Address:     383 Madison Avenue, New York, New York 10179
     Attention:   DPC Manager
     Facsimile:   (212) 272-5823

     with a copy to:

     Address:     One Metrotech Center North, Brooklyn, New York 11201
     Attention:   Derivative Operations - 7th Floor
     Facsimile:   (212) 272-1634

                                     N-2-12

<PAGE>

Reference Number: FXNEC8536
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 13 of 14


     NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF
THE BEAR STEARNS COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT
SUPPORT PROVIDER ON THIS AGREEMENT.

5.   Account Details and
     Settlement Information:     Payments to BSFP:
                                 Citibank, N.A., New York
                                 ABA Number: 021-0000-89, for the account of
                                 Bear, Stearns Securities Corp.
                                 Account Number: 0925-3186, for further credit
                                 to Bear Stearns Financial Products Inc.
                                 Sub-account Number: 102-04654-1-3
                                 Attention: Derivatives Department

                                 PAYMENTS TO COUNTERPARTY:
                                 LaSalle Bank NA
                                 ABA#: 071000505
                                 LaSalle CHGO/CTR/BNE/LaSalle Trust
                                 Account # 723949.2
                                 Attn: Carol Corradino-Tilton X2-2745

                                     N-2-13

<PAGE>

                                   SCHEDULE I

    (all such dates subject to adjustment in accordance with the Business Day
                                   Convention)

<TABLE>
<CAPTION>
FROM AND INCLUDING   TO BUT EXCLUDING   NOTIONAL AMOUNT   CAP RATE
------------------   ----------------   ---------------   --------
                                             (USD)           (%)
<S>                  <C>                <C>               <C>
  Effective Date       25-Aug-2006        233,243,000      7.394
   25-Aug-2006         25-Sep-2006        232,015,735      6.906
   25-Sep-2006         25-Oct-2006        230,171,717      7.142
   25-Oct-2006         25-Nov-2006        227,705,178      6.906
   25-Nov-2006         25-Dec-2006        224,617,059      7.142
   25-Dec-2006       Termination Date     220,908,262      6.906
</TABLE>


                                      N-2-1

<PAGE>

                                   EXHIBIT N-3

                  FORM OF SUBORDINATE CERTIFICATES CAP CONTRACT

BEAR STEARNS

                                            BEAR STEARNS FINANCIAL PRODUCTS INC.
                                                              383 MADISON AVENUE
                                                        NEW YORK, NEW YORK 10179
                                                                    212-272-4009

DATE:             July 27, 2006

TO:               LaSalle Bank National Association, not in its individual
                  capacity, but solely as Trustee for OwnIt Mortgage Loan
                  Trust, Series 2006-5

ATTENTION:        Carol Corradino - Tilton
TELEPHONE:        312-992-2745
FACSIMILE:        312-904-1368

FROM:             Derivatives Documentation
TELEPHONE:        212-272-2711
FACSIMILE:        212-272-9857

SUBJECT:          Fixed Income Derivatives Confirmation and Agreement

REFERENCE NUMBER: FXNEC8537

     The purpose of this letter agreement ("Agreement") is to confirm the terms
and conditions of the Transaction entered into on the Trade Date specified below
(the "Transaction") between Bear Stearns Financial Products Inc. ("BSFP") and
OwnIt Mortgage Loan Trust, Series 2006-5 ("Counterparty") as represented by
LaSalle Bank National Association, not in its individual capacity, but solely as
Trustee under the Pooling and Servicing Agreement, dated as of July 1, 2006
among Merrill Lynch Mortgage Investors, Inc. as depositor, OwnIt Mortgage
Solutions Inc., as originator, Litton Loan Servicing LP, as servicer and LaSalle
Bank National Association, as trustee ("Pooling and Servicing Agreement"). This
Agreement, which evidences a complete and binding agreement between you and us
to enter into the Transaction on the terms set forth below, constitutes a
"Confirmation" as referred to in the "ISDA Form Master Agreement" (as defined
below), as well as a "Schedule" as referred to in the ISDA Form Master
Agreement.

1.   This Agreement is subject to the 2000 ISDA Definitions (the "Definitions"),
     as published by the International Swaps and Derivatives Association, Inc.
     ("ISDA"). You and we have agreed to enter into this Agreement in lieu of
     negotiating a Schedule to the 1992 ISDA Master Agreement
     (Multicurrency--Cross Border) form (the "ISDA Form Master Agreement") but,
     rather, an ISDA Form Master Agreement shall be deemed to have been executed
     by you and us on the date we


                                     N-3-1

<PAGE>

Reference Number: FXNEC8537
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 2 of 14


     entered into the Transaction. In the event of any inconsistency between the
     provisions of this Agreement and the Definitions or the ISDA Form Master
     Agreement, this Agreement shall prevail for purposes of the Transaction.
     Terms capitalized but not defined herein shall have the meanings attributed
     to them in the Pooling and Servicing Agreement.

2.   The terms of the particular Transaction to which this Confirmation relates
     are as follows:

     Type of Transaction:     Rate Cap

     Notional Amount:         With respect to the Calculation Period, the lesser
                              of (i) the amount set forth for such period as
                              detailed in Schedule I attached hereto and (ii)
                              the aggregate Certificate Principal Balance of the
                              Subordinate Certificates immediately prior to the
                              related Floating Rate Payer Payment Date.

     Trade Date:              July 17, 2006

     Effective Date:          July 27, 2006

     Termination Date:        January 25, 2007, subject to adjustment in
                              accordance with the Business Day Convention

     FIXED AMOUNT (PREMIUM):  Inapplicable. The Fixed Amounts for this
                              Transaction and for the Transactions with the BSFP
                              Reference Numbers FXNEC8533 and FXNEC8536 have
                              been paid under the Old Transaction with the
                              Reference Number FXNSC8532.

     FLOATING AMOUNTS:

        Floating Rate Payer:  BSFP

        Cap Rate:             With respect to any Calculation Period, the rate
                              set forth for such period as detailed in Schedule
                              I attached hereto.

        Floating Rate Payer
        Period End Dates:     The 25th calendar day of each month during the
                              Term of this Transaction, commencing
                              August 25, 2006 and ending on the Termination
                              Date, subject to adjustment in accordance with the
                              Business Day Convention.

        Floating Rate Payer
        Payment Dates:        Early Payment shall be applicable. The Floating
                              Rate Payer Payment Date shall be one Business Day
                              preceding each Floating Rate Payer Period End
                              Date.

        Floating Rate Option: USD-LIBOR-BBA; provided, however, that if the
                              Floating Rate Option for any Calculation Period is
                              greater than

                                      N-3-2

<PAGE>

Reference Number: FXNEC8537
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 3 of 14


                         8.94000% then the Floating Rate Option for such
                         Calculation Period shall be deemed to be 8.94000%.

   Designated Maturity:  One month

   Floating Rate Day
   Count Fraction:       Actual/360

   Reset Dates:          The first day of each Calculation Period.

   Compounding:          Inapplicable

Business Days:           New York

Business Day Convention: Modified Following

3.   Additional Provisions:      1) Each party hereto is hereby advised and
                                 acknowledges that the other party has engaged
                                 in (or refrained from engaging in) substantial
                                 financial transactions and has taken (or
                                 refrained from taking) other material actions
                                 in reliance upon the entry by the parties into
                                 the Transaction being entered into on the terms
                                 and conditions set forth herein and in the
                                 Confirmation relating to such Transaction, as
                                 applicable and, in the case of the
                                 Counterparty, it has been directed under the
                                 Pooling and Servicing Agreement to enter into
                                 this Transaction. This paragraph (1) shall be
                                 deemed repeated on the trade date of each
                                 Transaction.

                                 2) No later than each Floating Rate Payer
                                 Period End Date the Counterparty will make
                                 available on its website located at
                                 www.etrustee.net the current principal balance
                                 of the Certificates. No later than each Reset
                                 Date, BSFP shall deliver to LaSalle Bank
                                 National Association, a written confirmation
                                 containing the results of the calculations
                                 performed on each Reset Date and the amount
                                 which is to be paid to the Counterparty on the
                                 next Floating Rate Payer Payment Date.

4.   Provisions Deemed Incorporated in a Schedule to the ISDA Form Master
     Agreement:

1)   The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form
     Master Agreement will apply to any Transaction.

2)   Termination Provisions. For purposes of the ISDA Form Master Agreement:

(a)  "Specified Entity" is not applicable to BSFP or Counterparty for any
     purpose.

                                     N-3-3

<PAGE>

Reference Number: FXNEC8537
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 4 of 14


(b)  "Specified Transaction" is not applicable to BSFP or Counterparty for any
     purpose, and, accordingly, Section 5(a)(v) shall not apply to BSFP or
     Counterparty.

(c)  The "Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP
     or to Counterparty.

(d)  The provisions of Section 5 (a) (ii), (iii), and (iv) will not apply to
     Counterparty.

(e)  The "Bankruptcy" provision of Section 5(a)(vii)(2) will not apply to
     Counterparty.

(f)  The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not
     apply to BSFP or Counterparty.

(g)  The "Automatic Early Termination" provision of Section 6(a) will not apply
     to BSFP or to Counterparty.

(h)  Payments on Early Termination. For the purpose of Section 6(e) of the ISDA
     Form Master Agreement:

     (i)  Market Quotation will apply.

     (ii) The Second Method will apply.

(i)  "Termination Currency" means United States Dollars.

3)   Tax Representations.

     (a) Payer Representations. For purpose of Section 3(e) of the ISDA Form
     Master Agreement, each of BSFP and the Counterparty (as directed in the
     Pooling and Servicing Agreement and without independent investigation) will
     make the following representations: It is not required by any applicable
     law, as modified by the practice of any relevant governmental revenue
     authority, of any Relevant Jurisdiction to make any deduction or
     withholding for or on account of any Tax from any payment (other than
     interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form Master
     Agreement) to be made by it to the other party under this Agreement. In
     making this representation, it may rely on:

          (i) the accuracy of any representations made by the other party
          pursuant to Section 3(f) of the ISDA Form Master Agreement;

          (ii) effectiveness of any document provided by the other party
          pursuant to Section 4(a)(i) or 4(a)(iii) of the ISDA Form Master
          Agreement; and

          (iii) the satisfaction of the agreement of the other party contained
          in Section 4(d) of the ISDA Form Master Agreement, provided that it
          shall not be a breach of this representation where reliance is placed
          on clause (ii) and the other party does not deliver a form or document
          under Section 4(a)(iii) by reason of material prejudice to its legal
          or commercial position.

                                     N-3-4
<PAGE>

Reference Number: FXNEC8537
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 5 of 14


     (b) Payee Representations. For the purpose of Section 3(f) of the ISDA Form
     Master Agreement, each of BSFP and the Counterparty make the following
     representations.

     The following representation will apply to BSFP:

     BSFP is a corporation organized under the laws of the State of Delaware and
     its U.S. taxpayer identification number is 13-3866307.

     The following representation will apply to the Counterparty:

     LaSalle Bank National Association represents that it is the Trustee under
     the Pooling and Servicing Agreement.

4)   [Reserved]

5)   Documents to be Delivered. For the purpose of Section 4(a) of the ISDA Form
     Master Agreement):

(1)  Tax forms, documents, or certificates to be delivered are:

<TABLE>
<CAPTION>
PARTY REQUIRED TO DELIVER               FORM/DOCUMENT/                        DATE BY WHICH
         DOCUMENT                         CERTIFICATE                        TO BE DELIVERED
-------------------------   --------------------------------------   -------------------------------
<S>                         <C>                                      <C>
BSFP and                    Any document required or reasonably      Promptly after the earlier of
the Counterparty            requested to allow the other party to    (i) reasonable demand by either
                            make payments under this Agreement       party or (ii) learning that
                            without any deduction or withholding     such form or document is
                            for or on the account of any Tax or      required
                            with such deduction or withholding at
                            a reduced rate
</TABLE>

(2)  Other documents to be delivered are:

<TABLE>
<CAPTION>
 PARTY REQUIRED                                                                      COVERED BY
   TO DELIVER                  FORM/DOCUMENT/                 DATE BY WHICH TO      SECTION 3(D)
    DOCUMENT                     CERTIFICATE                    BE DELIVERED       REPRESENTATION
----------------   -------------------------------------   ---------------------   --------------
<S>                <C>                                     <C>                     <C>
BSFP and           Any documents required by the           Upon the execution      Yes
the Counterparty   receiving party to evidence the         and delivery of this
                   authority of the delivering party or    Agreement and such
                   its Credit Support Provider, if any,    Confirmation
                   for it to execute and deliver this
                   Agreement, any Confirmation, and any
                   Credit Support Documents to which it
                   is a
</TABLE>

                                      N-3-5

<PAGE>

Reference Number: FXNEC8537
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 6 of 14


<TABLE>
<CAPTION>
 PARTY REQUIRED                                                                      COVERED BY
   TO DELIVER                  FORM/DOCUMENT/                 DATE BY WHICH TO      SECTION 3(D)
    DOCUMENT                     CERTIFICATE                    BE DELIVERED       REPRESENTATION
----------------   -------------------------------------   ---------------------   --------------
<S>                <C>                                     <C>                     <C>
                   party, and to evidence the authority
                   of the delivering party or its Credit
                   Support Provider to perform its
                   obligations under this Agreement,
                   such Confirmation and/or Credit
                   Support Document, as the case may be

BSFP and           A certificate of an authorized          Upon the execution       Yes
the Counterparty   officer of the party, as to the         and delivery of this
                   incumbency and authority of the         Agreement and such
                   respective officers of the party        Confirmation
                   signing this Agreement, any relevant
                   Credit Support Document, or any
                   Confirmation, as the case may be

BSFP               Monthly rate set letter to              On or prior to each     No
                   Counterparty                            No Floating Rate
                                                           Payer Payment Date

Counterparty       An executed copy of the Pooling and     Within 30 days after    No
                   Servicing Agreement.                    No the date of this
                                                           Agreement.
</TABLE>

6)   Miscellaneous. Miscellaneous

(a)  Address for Notices: For the purposes of Section 12(a) of the ISDA Form
     Master Agreement:

     Address for notices or communications to BS FP:

          Address:   383 Madison Avenue, New York, New York 10179
          Attention: DPC Manager
          Facsimile: (212) 272-5823

          With a copy to:

          Address:   One Metrotech Center North, Brooklyn, New York 11201
          Attention; Derivative Operations - 7th Floor
          Facsimile: (212) 272-1634

                                     N-3-6

<PAGE>

Reference Number: FXNEC8537
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 7 of 14


          (For all purposes)

     Address for notices or communications to the Counterparty:

          Address:   LaSalle Bank National Association
                     135 South LaSalle Street
                     Suite 1625
                     Chicago, IL 60603

          Attention: Carol Corradino - Tilton
          Reference: OWNIT 2006-5
          Facsimile: 312-904-1368
          Phone:     312-992-2745

(b)  Process Agent. For the purpose of Section 13(c) of the ISDA Form Master
     Agreement:

               BSFP appoints as its
               Process Agent:                     Not Applicable

               The Counterparty appoints as its
               Process Agent:                     Not Applicable

(c)  Offices. The provisions of Section 10(a) of the ISDA Form Master Agreement
     will not apply to this Agreement; neither BSFP nor the Counterparty have
     any Offices other than as set forth in the Notices Section and BSFP agrees
     that, for purposes of Section 6(b) of the ISDA Form Master Agreement, it
     shall not in future have any Office other than one in the United States.

(d)  Multibranch Party. For the purpose of Section 10(c) of the ISDA Form Master
     Agreement:

     BSFP is not a Multibranch Party.

     The Counterparty is not a Multibranch Party.

(e)  Calculation Agent. The Calculation Agent is BSFP.

(f)  Credit Support Document. Not applicable for either BSFP or the
     Counterparty.

(g)  Credit Support Provider.

     BSFP: Not Applicable

     The Counterparty: Not Applicable

(h)  Governing Law. The parties to this Agreement hereby agree that the law of
     the State of New York shall govern their rights and duties in whole,
     without regard to conflict of law provisions thereof, other than New York
     General Obligation Law Section 5-1401.

                                      N-3-7
<PAGE>

Reference Number: FXNEC8537
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 8 of 14


(i)  Severability. If any term, provision, covenant, or condition of this
     Agreement, or the application thereof to any party or circumstance, shall
     be held to be invalid or unenforceable (in whole or in part) for any
     reason, the remaining terms, provisions, covenants, and conditions hereof
     shall continue in full force and effect as if this Agreement had been
     executed with the invalid or unenforceable portion eliminated, so long as
     this Agreement as so modified continues to express, without material
     change, the original intentions of the parties as to the subject matter of
     this Agreement and the deletion of such portion of this Agreement will not
     substantially impair the respective benefits or expectations of the
     parties.

     The parties shall endeavor to engage in good faith negotiations to replace
any invalid or unenforceable term, provision, covenant or condition with a valid
or enforceable term, provision, covenant or condition, the economic effect of
which comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.

(j)  Consent to Recording. Each party hereto consents to the monitoring or
     recording, at any time and from time to time, by the other party of any and
     all communications between officers or employees of the parties, waives any
     further notice of such monitoring or recording, and agrees to notify its
     officers and employees of such monitoring or recording.

(k)  Waiver of Jury Trial. Each party waives any right it may have to a trial by
     jury in respect of any Proceedings relating to this Agreement or any Credit
     Support Document.

(l)  Trustee Capacity and Liability Limitations It is expressly understood and
     agreed by the parties hereto that insofar as this Confirmation is executed
     by the Trustee (i) this Confirmation is executed and delivered by LaSalle
     Bank National Association not in its individual capacity but solely as
     Trustee under the Pooling and Servicing Agreement referred to in this
     Confirmation in the exercise of the powers and authority conferred and
     invested in it thereunder pursuant to instructions set forth therein; (ii)
     any representations, undertakings and agreements made herein on behalf of
     the Trust are made and intended not as personal representations,
     undertakings and agreements by LaSalle Bank National Association but are
     made and intended for the purpose of binding only the Counterparty; (iii)
     nothing herein contained shall be construed and under no circumstances will
     create any liability on LaSalle Bank National Association individually, or
     personally, be liable or obligated to perform any covenant either expressed
     or implied contained herein, all such liability, if any, being expressly
     waived by the parties who are signatories to this Agreement and by any
     person claiming by, through or under such parties and (iv) under no
     circumstances shall the Trustee in its individual capacity be personally
     liable for the payment of any indebtedness or expenses (including but not
     limited to the Fixed Amount) or be personally liable for the breach or
     failure of any obligation, representation, warranty or covenant made or
     undertaken under this Confirmation.

(m)  Transfer, Amendment and Assignment. No transfer, amendment, waiver,
     supplement, assignment or other modification of this Transaction shall be
     permitted by either party unless each of S&P and Moody's has been provided
     notice of the same and confirms in writing (including by facsimile
     transmission) after such notice is given that it will not downgrade,
     withdraw or otherwise modify its then-current rating of the Certificates.

(n)  Proceedings. BSFP shall not institute against or cause any other person to
     institute against, or join any other person in instituting against the
     Counterparty or OwnIt Mortgage Loan Trust,

                                     N-3-8

<PAGE>

Reference Number: FXNEC8537
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 9 of 14


     Series 2006-5 any bankruptcy, reorganization, arrangement, insolvency or
     liquidation proceedings, or other proceedings under any federal or state
     bankruptcy, dissolution or similar law for a period of one year and one day
     following payment in full of the Certificates.

7)   "Affiliate" will have the meaning specified in Section 14 of the ISDA Form
     Master Agreement, provided that BSFP shall not be deemed to have any
     Affiliates for purposes of this Agreement, including for purposes of
     Section 6(b)(ii) of the ISDA Form Master Agreement.

8)   Section 3 of the ISDA Form Master Agreement is hereby amended by adding at
     the end thereof the following subsection (g):

     "(g) Relationship Between Parties.

     Each party represents to the other party on each date when it enters into a
     Transaction that:--

     (1) Nonreliance. It is not relying on any statement or representation of
     the other party regarding the Transaction (whether written or oral), other
     than the representations expressly made in this Agreement or the
     Confirmation in respect of that Transaction.

     (2) Evaluation and Understanding.

                                        (i) BSFP is acting for its own account
                                        and the Trustee has been directed under
                                        the Pooling and Servicing Agreement to
                                        enter into this Transaction on behalf of
                                        the Counterparty and not for its own
                                        account. Each Party has made its own
                                        independent decisions to enter into this
                                        Transaction and as to whether this
                                        Transaction is appropriate or proper for
                                        it based upon its own judgment and upon
                                        advice from such advisors as it has
                                        deemed necessary and, in the case of the
                                        Trustee, it has been directed to enter
                                        into this Transaction under the Pooling
                                        and Servicing Agreement. It is not
                                        relying on any communication (written or
                                        oral) of the other party as investment
                                        advice or as a recommendation to enter
                                        into this Transaction; it being
                                        understood that information and
                                        explanations related to the terms and
                                        conditions of this Transaction shall not
                                        be considered investment advice or a
                                        recommendation to enter into this
                                        Transaction. It has not received from
                                        the other party any assurance or
                                        guarantee as to the expected results of
                                        this Transaction.

                                        (ii) It is capable of evaluating and
                                        understanding (on its own behalf or
                                        through independent professional
                                        advice), and understands and accepts,
                                        the terms, conditions and risks of this
                                        Transaction. It is also capable of
                                        assuming, and assumes, the financial and
                                        other risks of this Transaction.

                                     N-3-9

<PAGE>

Reference Number: FXNEC8537
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 10 of 14


                                        (iii) The other party is not acting as a
                                        fiduciary or an advisor for it in
                                        respect of this Transaction.

     (3) Purpose. It is an "eligible swap participant" as such term is defined
     in Section 35.1(b)(2) of the regulations (17 C.F.R 35) promulgated under,
     and an "eligible contract participant" as defined in Section 1(a)(12) of,
     the Commodity Exchange Act, as amended, and it is entering into the
     Transaction for the purposes of managing its borrowings or investments,
     hedging its underlying assets or liabilities or in connection with a line
     of business."

9)   Additional Provisions. Notwithstanding the terms of Sections 5 and 6 of the
     ISDA Form Master Agreement, if at any time and so long as the Counterparty
     has satisfied in full all its payment obligations under Section 2(a)(i) of
     the ISDA Form Master Agreement and has at the time no future payment
     obligations, whether absolute or contingent, under such Section, then
     unless BSFP is required pursuant to appropriate proceedings to return to
     the Counterparty or otherwise returns to the Counterparty upon demand of
     the Counterparty any portion of any such payment, (a) the occurrence of an
     event described in Section 5(a) of the ISDA Form Master Agreement with
     respect to the Counterparty shall not constitute an Event of Default or
     Potential Event of Default with respect to the Counterparty as Defaulting
     Party and (b) BSFP shall be entitled to designate an Early Termination Date
     pursuant to Section 6 of the ISDA Form Master Agreement only as a result of
     the occurrence of a Termination Event set forth in either Section 5(b)(i)
     or 5(b)(ii) of the ISDA Form Master Agreement with respect to BSFP as the
     Affected Party, or Section 5(b)(iii) of the ISDA Form Master Agreement with
     respect to BSFP as the Burdened Party.

10)  Set-off. Notwithstanding any provision of this Agreement or any other
     existing or future agreement, each party irrevocably waives any and all
     rights it may have to set off, net, recoup or otherwise withhold or suspend
     or condition payment or performance of any obligation between it and the
     other party hereunder against any obligation between it and the other party
     under any other agreements. The provisions for Set-off set forth in Section
     6(e) of the ISDA Form Master Agreement shall not apply for purposes of this
     Transaction.

11)  Additional Termination Events. The following Additional Termination Events
     will apply:

(a)  If a Ratings Event has occurred and BSFP has not, complied with Section 12
     below, then an Additional Termination Event shall have occurred with
     respect to BSFP and BSFP shall be the sole Affected Party with respect to
     such an Additional Termination Event.

(b)  If, upon the occurrence of a Cap Disclosure Event (as defined in Section
     13(ii) of this Agreement), BSFP has not, within 10 days after such Cap
     Disclosure Event complied with any of the provisions set forth in Section
     13(iii) of this Agreement, then an Additional Termination Event shall have
     occurred with respect to BSFP and BSFP shall be the sole Affected Party
     with respect to such Additional Termination Event.

12)  Ratings Event. If a Ratings Event (as defined below) occurs with respect to
     BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency
     Condition (as defined below), assign this Transaction hereunder to a third
     party within thirty (30) days of such Ratings Event that meets or exceeds,
     or as to which any applicable credit support provider meets or exceeds, the
     Approved Ratings Thresholds (as defined below), (ii) deliver collateral,
     and an executed ISDA

                                     N-3-10

<PAGE>

Reference Number: FXNEC8537
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 11 of 14


     Credit Support Annex, within thirty (30) days of such Ratings Event and
     subject to each of Standard and Poor's Ratings Services, Inc. ("S&P's") and
     Moody's Investors Service, Inc. ("Moody's" and together with S&P, the
     "Rating Agencies") written confirmation that delivery of such collateral in
     the context of such downgrade will not result in a withdrawal,
     qualification or downgrade of the then current ratings assigned to the
     Certificates, or (iii) any other action that satisfies the Rating Agency
     Condition. For the avoidance of doubt, a downgrade of the rating on the
     Certificates could occur in the event that BSFP does not post sufficient
     collateral. For purposes of this Transaction, a "Ratings Event" shall occur
     with respect to BSFP, if its long-term unsecured and unsubordinated debt
     rating is reduced below "AA-" by S&P, and "Aa3" by Moody's (including in
     connection with a merger, consolidation or other similar transaction by
     BSFP) such ratings being referred to herein as the "Approved Ratings
     Thresholds", unless, within 30 days after such withdrawal or downgrade,
     each of Moody's and S&P has reconfirmed the rating of the Certificates, as
     applicable, which was in effect immediately prior to such withdrawal or
     downgrade. For purposes of this provision, "Rating Agency Condition" means,
     with respect to any particular proposed act or omission to act hereunder
     that the party acting or failing to act must consult with any of the Rating
     Agencies then providing a rating of the Certificates and receive from the
     Rating Agencies a prior written confirmation that the proposed action or
     inaction would not cause a downgrade or withdrawal of the then-current
     rating of the Certificates. Notwithstanding the foregoing, in the event
     that BSFP's long-term unsecured and unsubordinated debt rating is either
     (i) withdrawn or (ii) reduced below "BBB-" by S&P, or its unsecured,
     short-term debt obligations is reduced below "A-3" by S&P then, BSFP shall,
     within (10) days of such reduction, at its own expense, and satisfying the
     Rating Agency Condition, either (i) secure another entity to replace BSFP
     as party to this Agreement that meets or exceeds the Approved Rating
     Thresholds on terms substantially similar to this Agreement, (ii) obtain a
     guaranty acceptable to the Rating Agencies, of another person with the
     Approved Rating Thresholds, to honor, BSFP's obligations under this
     Agreement, or (iii) any other action that satisfies the Rating Agency
     Condition. Failure to satisfy the foregoing shall constitute an Additional
     Termination Event as defined by Section 5(b)(v) of the ISDA Form Master
     Agreement, with BSFP as the sole Affected Party. Notwithstanding any of the
     above downgrades, unless and until BSFP transfers the Transaction to a
     replacement counterparty pursuant to the foregoing, BSFP will continue to
     perform its obligations under the Transaction. BSFP's failure to comply
     with the above downgrade provisions and requirements shall constitute the
     sole Additional Termination Events as defined in Section 5(b)(v) of the
     ISDA Form Master Agreement.

13)  Compliance with Regulation AB.

     (i)  BSFP agrees and acknowledges that Merrill Lynch Mortgage Investors,
          Inc. ("MLMI") is required under Regulation AB under the Securities Act
          of 1933, as amended, and the Securities Exchange Act of 1934, as
          amended (the "Exchange Act") ("Regulation AB"), to disclose certain
          financial information regarding BSFP or its group of affiliated
          entities, if applicable, depending on the aggregate "significance
          percentage" of this Agreement and any other derivative contracts
          between BSFP or its group of affiliated entities, if applicable, and
          Counterparty, as calculated from time to time in accordance with Item
          1115 of Regulation AB.

     (ii) It shall be a cap disclosure event ("Cap Disclosure Event") if, on any
          Business Day after the date hereof, MLMI requests from BSFP the
          applicable financial information described in Item 1115 of Regulation
          AB (such request to be based on a reasonable

                                     N-3-11

<PAGE>

Reference Number: FXNEC8537
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 12 of 14


          determination by MLMI, in good faith, that such information is
          required under Regulation AB) (the "Cap Financial Disclosure").

     (iii) Upon the occurrence of a Cap Disclosure Event, BSFP, at its own
          expense, shall (a) provide to MLMI the Cap Financial Disclosure, (b)
          secure another entity to replace BSFP as party to this Agreement on
          terms substantially similar to this Agreement and subject to prior
          notification to the Rating Agencies, which entity (or a guarantor
          therefor) meets or exceeds the Approved Rating Thresholds (and which
          satisfies the Rating Agency Condition) and which entity is able to
          comply with the requirements of Item 1115 of Regulation AB or (c)
          obtain a guaranty of the BSFP's obligations under this Agreement from
          an affiliate of the BSFP that is able to comply with the financial
          information disclosure requirements of Item 1115 of Regulation AB,
          such that disclosure provided in respect of the affiliate will satisfy
          any disclosure requirements applicable to the Cap Provider, and cause
          such affiliate to provide Cap Financial Disclosure. If permitted by
          Regulation AB, any required Cap Financial Disclosure may be provided
          by incorporation by reference from reports filed pursuant to the
          Exchange Act.

     (iv) BSFP agrees that, in the event that BSFP provides Cap Financial
          Disclosure to MLMI in accordance with Section 13(iii)(a) or causes its
          affiliate to provide Cap Financial Disclosure to MLMI in accordance
          with Section 13(iii)(a), it will indemnify and hold harmless MLMI, its
          respective directors or officers and any person controlling MLMI, from
          and against any and all losses, claims, damages and liabilities caused
          by any untrue statement or alleged untrue statement of a material fact
          contained in such Cap Financial Disclosure or caused by any omission
          or alleged omission to state in such Cap Financial Disclosure a
          material fact required to be stated therein or necessary to make the
          statements therein, in light of the circumstances under which they
          were made, not misleading.

14)  Third Party Beneficiary. MLMI shall be a third party beneficiary of this
     Agreement.

15)  Merrill Lynch Mortgage Lending, Inc. ("MLML") agrees and acknowledges that
     amounts paid hereunder are not intended to benefit the holder of any class
     of certificates rated by any rating agency if such holder is MLML or any of
     its affiliates. If MLML or any of its affiliates receives any such amounts,
     it will promptly remit (or, if such amounts are received by an affiliate of
     MLML, MLML hereby agrees that it will cause such affiliate to promptly
     remit) such amounts to the applicable Trustee, whereupon such Trustee will
     promptly remit such amounts to BSFP. MLML further agrees to provide notice
     to BSFP upon any remittance to the Trustee; such delivery will be made to:

          Address:     383 Madison Avenue, New York, New York 10179
          Attention:   DPC Manager
          Facsimile:   (212) 272-5823

     with a copy to:

          Address:     One Metrotech Center North, Brooklyn, New York 11201
          Attention:   Derivative Operations - 7th Floor
          Facsimile:   (212) 272-1634

                                     N-3-12

<PAGE>

Reference Number: FXNEC8537
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 13 of 14


     NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF
THE BEAR STEARNS COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT
SUPPORT PROVIDER ON THIS AGREEMENT.

5.   Account Details and
     Settlement Information:   Payments to BSFP:
                               Citibank, N.A., New York
                               ABA Number: 021-0000-89, for the account of
                               Bear, Stearns Securities Corp.
                               Account Number: 0925-3186, for further credit to
                               Bear Steams Financial Products Inc.
                               Sub-account Number: 102-04654-1-3
                               Attention: Derivatives Department

                               PAYMENTS TO COUNTERPARTY:
                               LaSalle Bank NA
                               ABA#: 071000505
                               LaSalle CHGO/CTR/BNF:/LaSalle Trust
                               Account # 723949.2
                               Attn: Carol Corradino-Tilton X2-2745

                                     N-3-13

<PAGE>

                                   SCHEDULE I

          (all such dates subject to adjustment in accordance with the
                            Business Day Convention)

<TABLE>
<CAPTION>
FROM AND INCLUDING   TO BUT EXCLUDING   NOTIONAL AMOUNT (USD)   CAP RATE (%)
------------------   ----------------   ---------------------   ------------
<S>                  <C>                <C>                     <C>
  Effective Date       25-Aug-2006            80,137,000            7.092
   25-Aug-2006         25-Sep-2006            80,137,000            6.598
   25-Sep-2006         25-Oct-2006            80,137,000            6.837
   25-Oct-2006         25-Nov-2006            80,137,000            6.598
   25-Nov-2006         25-Dec-2006            80,137,000            6.837
   25-Dec-2006       Termination Date         80,137,000            6.598
</TABLE>


                                     N-3-1

<PAGE>

                                   EXHIBIT O-1

                     CLASS A-1 ONE-MONTH LIBOR CAP TABLE (1)

<TABLE>
<CAPTION>
         BEGINNING    ENDING      NOTIONAL       1ML STRIKE         1ML STRIKE
PERIOD    ACCRUAL     ACCRUAL   BALANCE ($)   LOWER COLLAR (%)   UPPER COLLAR (%)
------   --------    --------   -----------   ----------------   ----------------
<S>      <C>         <C>        <C>           <C>                <C>
  1       07/27/06   08/25/06   138,691,000         7.650             10.350
  2       08/25/06   09/25/06   137,885,537         7.146             10.350
  3       09/25/06   10/25/06   136,710,138         7.389             10.350
  4       10/25/06   11/25/06   135,162,263         7.146             10.350
  5       11/25/06   12/25/06   133,242,451         7.389             10.350
  6       12/25/06   01/25/07   130,952,191         7.146             10.350
</TABLE>

(1)  With respect to any Distribution Date, if One-Month LIBOR (as determined by
     the Cap Contract Counterparty and subject to a cap equal to 10.350%)
     exceeds the Lower Collar, the Issuing Entity will receive payments pursuant
     to the Class A-1 Cap Contract.


                                     O-1-1

<PAGE>

                                   EXHIBIT O-2

                     CLASS A-2 ONE-MONTH LIBOR CAP TABLE (1)

<TABLE>
<CAPTION>
         BEGINNING    ENDING      NOTIONAL       1ML STRIKE         1ML STRIKE
PERIOD    ACCRUAL     ACCRUAL   BALANCE ($)   LOWER COLLAR (%)   UPPER COLLAR (%)
------   --------    --------   -----------   ----------------   ----------------
<S>      <C>         <C>        <C>           <C>                <C>
  1      07/27/06    08/25/06   233,243,000         7.394             10.550
  2      08/25/06    09/25/06   232,015,735         6.906             10.550
  3      09/25/06    10/25/06   230,171,717         7.142             10.550
  4      10/25/06    11/25/06   227,705,178         6.906             10.550
  5      11/25/06    12/25/06   224,617,059         7.142             10.550
  6      12/25/06    01/25/07   220,908,262         6.906             10.550
</TABLE>

(1)  With respect to any Distribution Date, if One-Month LIBOR (as determined by
     the Cap Contract Counterparty and subject to a cap equal to 10.550%)
     exceeds the Lower Collar, the Issuing Entity will receive payments pursuant
     to the Class A-2 Cap Contract.


                                     O-2-1

<PAGE>

                                   EXHIBIT O-3

             SUBORDINATE CERTIFICATES ONE-MONTH LIBOR CAP TABLE (1)

<TABLE>
<CAPTION>
         BEGINNING    ENDING      NOTIONAL       1ML STRIKE         1ML STRIKE
PERIOD    ACCRUAL     ACCRUAL   BALANCE ($)   LOWER COLLAR (%)   UPPER COLLAR (%)
------   --------    --------   -----------   ----------------   ----------------
<S>      <C>         <C>        <C>           <C>                <C>
  1      07/27/06    08/25/06   80,137,000          7.092              8.940
  2      08/25/06    09/25/06   80,137,000          6.598              8.940
  3      09/25/06    10/25/06   80,137,000          6.837              8.940
  4      10/25/06    11/25/06   80,137,000          6.598              8.940
  5      11/25/06    12/25/06   80,137,000          6.837              8.940
  6      12/25/06    01/25/07   80,137,000          6.598              8.940
</TABLE>

(1)  With respect to any Distribution Date, if One-Month LIBOR (as determined by
     the Cap Contract Counterparty and subject to a cap equal to 8.940%) exceeds
     the Lower Collar, the Issuing Entity will receive payments pursuant to the
     Subordinate Certificates Cap Contract.


                                     O-3-1

<PAGE>

                                    EXHIBIT P

                            FORM OF POWER OF ATTORNEY

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
LITTON LOAN SERVICING LP
4828 Loop Central Drive
Houston, Texas 77081

Attn: _________________________________

                            LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that ___________________, having its principal
place of business at ___________________, as Trustee (the "Trustee") pursuant
to that Pooling and Servicing Agreement among ___________________ (the
"Depositor"), Litton Loan Servicing LP (the "Servicer") and the Trustee, dated
as of ___________________ 1, 200__ (the "Pooling and Servicing Agreement"),
hereby constitutes and appoints the Servicer, by and through the Servicer's
officers, the Trustee's true and lawful Attorney-in-Fact, in the Trustee's name,
place and stead and for the Trustee's benefit, in connection with all mortgage
loans serviced by the Servicer pursuant to the Pooling and Servicing Agreement
for the purpose of performing all acts and executing all documents in the name
of the Trustee as may be customarily and reasonably necessary and appropriate to
effectuate the following enumerated transactions in respect of any of the
mortgages or deeds of trust (the "Mortgages" and the "Deeds of Trust,"
respectively) and promissory notes secured thereby (the "Mortgage Notes") for
which the undersigned is acting as Trustee for various certificateholders
(whether the undersigned is named therein as mortgagee or beneficiary or has
become mortgagee by virtue of endorsement of the Mortgage Note secured by any
such Mortgage or Deed of Trust) and for which the Servicer is acting as
servicer, all subject to the terms of the Pooling and Servicing Agreement.

This appointment shall apply to the following enumerated transactions only:

1.   The modification or re-recording of a Mortgage or Deed of Trust, where said
     modification or re-recordings is for the purpose of correcting the Mortgage
     or Deed of Trust to conform same to the original intent of the parties
     thereto or to correct title errors discovered after such title insurance
     was issued and said modification or re-recording, in either instance, does
     not adversely affect the lien of the Mortgage or Deed of Trust as insured.

2.   The subordination of the lien of a Mortgage or Deed of Trust to an easement
     in favor of a public utility company of a government agency or unit with
     powers of eminent domain; this section shall include, without limitation,
     the execution of partial satisfactions/releases, partial reconveyances or
     the execution or requests to trustees to accomplish same.

3.   The conveyance of the properties to the mortgage insurer, or the closing of
     the title to the property to be acquired as real estate owned, or
     conveyance of title to real estate owned.

4.   The completion of loan assumption agreements.


                                      P-1

<PAGE>

Reference Number: FXNEC8537
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 2 of 14


5.   The full satisfaction/release of a Mortgage or Deed of Trust or full
     conveyance upon payment and discharge of all sums secured thereby,
     including, without limitation, cancellation of the related Mortgage Note.

6.   The assignment of any Mortgage or Deed of Trust and the related Mortgage
     Note, in connection with the repurchase of the mortgage loan secured and
     evidenced thereby.

7.   The full assignment of a Mortgage or Deed of Trust upon payment and
     discharge of all sums secured thereby in conjunction with the refinancing
     thereof, including, without limitation, the assignment of the related
     Mortgage Note.

8.   With respect to a Mortgage or Deed of Trust, the foreclosure, the taking of
     a deed in lieu of foreclosure, or the completion of judicial or
     non-judicial foreclosure or termination, cancellation or rescission of any
     such foreclosure, including, without limitation, any and all of the
     following acts:

     a.   the substitution of trustee(s) serving under a Deed of Trust, in
          accordance with state law and the Deed of Trust;

     b.   the preparation and issuance of statements of breach or
          non-performance;

     c.   the preparation and filing of notices of default and/or notices of
          sale;

     d.   the cancellation/rescission of notices of default and/or notices of
          sale;

     e.   the taking of a deed in lieu of foreclosure; and

     f.   the preparation and execution of such other documents and performance
          of such other actions as may be necessary under the terms of the
          Mortgage, Deed of Trust or state law to expeditiously complete said
          transactions in paragraphs 8.a. through 8.e., above.

The undersigned gives said Attorney-in-Fact full power and authority to execute
such instruments and to do and perform all and every act and thing necessary and
proper to carry into effect the power or powers granted by or under this Limited
Power of Attorney as fully as the undersigned might or could do, and hereby does
ratify and confirm to all that said Attorney-in-Fact shall lawfully do or cause
to be done by authority hereof; provided, that the Servicer shall not without
the Trustee's written consent, (A) initiate any action in the Trustee's name
without indicating the Servicer's representative capacity or (B) cause the
Trustee to be registered to do business in any state; and provided further that
the Trustee shall not be liable for any misuse of, or negligence, willful
misfeasance or bad faith of the Servicer in connection with, the Servicer's use
of this power of attorney.

Third parties without actual notice may rely upon the exercise of the power
granted under this Limited Power of attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and has not
been revoked unless an instrument of revocation has been made in writing by the
undersigned.


                                      P-2

<PAGE>

Reference Number: FXNEC8537
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 3 of 14


IN WITNESS WHEREOF, ___________________________ as Trustee pursuant to that
Pooling and Servicing Agreement among the Depositor, the Servicer, and the
Trustee, dated as of _____________________ 1, 200__ (_______________________
Mortgage Loan Asset Backed Certificates, Series 200__-___), has caused its
corporate seal to be hereto affixed and these presents to be signed and
acknowledged in its name and behalf by _______________________ its duly elected
and authorized Vice President this ___________ day of ________________, 200__.


                                        ----------------------------------------
                                        as Trustee for _____ Mortgage Loan Asset
                                        Backed Certificates, Series 200__-___


                                        By
                                           -------------------------------------

STATE OF ______________

COUNTY OF ____________

On _____________ ________, 200__, before me, the undersigned, a Notary Public in
and for said state, personally appeared ________________, Vice President of
_________________________ as Trustee for ____________________ Mortgage Loan
Asset Backed Certificates, Series 200__-___, personally known to me to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he/she executed that same in his/her authorized capacity, and that by
his/her signature on the instrument the entity upon behalf of which the person
acted and executed the instrument.

WITNESS my hand and official seal.
            (SEAL)

                                     ___________________________________________
                                                                   Notary Public

                                     My Commission Expires _____________________

                                      P-3

<PAGE>

                                    EXHIBIT Q

                                   [RESERVED]


                                      Q-1

<PAGE>

                                    EXHIBIT R

                                   [RESERVED]


                                      R-1

<PAGE>

                                    EXHIBIT S

                             FORM OF SWAP AGREEMENT

BEAR STEARNS

                                            BEAR STEARNS FINANCIAL PRODUCTS INC.
                                                              383 MADISON AVENUE
                                                        NEW YORK, NEW YORK 10179
                                                                    212-272-4009

DATE:               July 27, 2006

TO:                 LaSalle Bank National Association, not in its individual
                    capacity, but solely as Trustee for OwnIt Mortgage Loan
                    Trust, Series 2006-5
ATTENTION:          Carol Corradino - Tilton
TELEPHONE:          312-992-2745
FACSIMILE:          312-904-1368

FROM:               Derivatives Documentation
TELEPHONE:          212-272-2711
FACSIMILE:          212-272-9857

SUBJECT:            Fixed Income derivatives Confirmation and Agreement

REFERENCE NUMBER:   FXNSC8532

     The purpose of this letter agreement ("Agreement") is to confirm the terms
and conditions of the Transaction entered into on the Trade Date specified below
(the "Transaction") between Bear Stearns Financial Products Inc. ("BSFP") and
OwnIt Mortgage Loan Trust, Series 2006-5 as represented by LaSalle Bank National
Association, not in its individual capacity, but solely as Trustee
("Counterparty") under the Pooling and Servicing Agreement, dated as of July 1,
2006 among Merrill Lynch Mortgage Investors, Inc. as depositor, Litton Loan
Servicing LP, as servicer and LaSalle Bank National Association, as trustee
("Pooling and Servicing Agreement"). This Agreement, which evidences a complete
and binding agreement between you and us to enter into the Transaction on the
terms set forth below, constitutes a "Confirmation" as referred to in the "ISDA
Form Master Agreement" (as defined below), as well as a "Schedule" as referred
to in the ISDA Form Master Agreement.

1.   This Agreement is subject to the 2000 ISDA Definitions (the "Definitions"),
     as published by the International Swaps and Derivatives Association, Inc.
     ("ISDA"). You and we have agreed to enter into this Agreement in lieu of
     negotiating a Schedule to the 1992 ISDA Master Agreement
     (Multicurrency--Cross Border) form (the "ISDA Form Master Agreement") but,
     rather, an ISDA Form Master Agreement shall be deemed to have been executed
     by you and us on the date we entered into the Transaction. In the event of
     any inconsistency between the provisions of this


                                      S-1

<PAGE>

Reference Number: FXNEC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 2 of 15


     Agreement and the Definitions or the ISDA Form Master Agreement, this
     Agreement shall prevail for purposes of the Transaction. Terms capitalized
     but not defined herein shall have the meanings attributed to them in the
     Pooling and Servicing Agreement.

2.   The terms of the particular Transaction to which this Confirmation relates
     are as follows:

Notional Amount:    With respect to the Calculation Period, the amount set forth
                    for such period as detailed in Schedule I attached hereto.

Trade Date:         July 17, 2006

Effective Date:     January 25, 2007

Terminate Date:     March 25, 2011, provided, however, for the purposes of
                    determining the Floating Amount to be paid in respect of the
                    final Calculation Period, such date shall be subject to
                    adjustment in accordance with the Business Day Convention.

FIXED AMOUNT:

     Fixed Rate Payer:   Counterparty

     Fixed Rate Payer
     Period End Dates:   The 25th calendar day of each month during the Term of
                         this Transaction, commencing February 25, 2007 and
                         ending on the Termination Date, with No Adjustment.

     Fixed Rate Payer
     Payment Dates:      Early Payment shall be applicable. The Fixed Rate Payer
                         Payment Date shall be one Business Day preceding each
                         Fixed Rate Payer Period End Date.

     Fixed Rate:         5.65000%

     Fixed Rate Day
     Count Fraction:     30/360

FLOATING AMOUNTS:

     Floating Rate Payer:    BSFP

     Floating Rate Payer
     Period End Dates:       The 25th calendar day of each month during the Term
                             of this Transaction, commencing February 25, 2007
                             and ending on the Termination Date, subject to
                             adjustment in accordance

                                      S-2

<PAGE>

Reference Number: FXNEC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 3 of 15


                             with the Business Day Convention.

     Floating Rate Payer
     Payment Dates:          Early Payment shall be applicable. The Floating
                             Rate Payer Payment Date shall be one Business Day
                             preceding each Floating Rate Payer Period End Date.

     Floating Rate Option:   USD-LIBOR-BBA

     Designated Maturity:    One month

     Spread:                 None

     Floating Rate Day
     Count Fraction:         Actual/360

     Reset Dates:            The first day of each Calculation Period.

     Compounding:            Inapplicable

     Business Days:          New York

     Business Day
     Convention:             Modified Following

3.   Additional Provisions:   1) Each party hereto is hereby advised and
                              acknowledges that the other party has engaged in
                              (or refrained from engaging in) substantial
                              financial transactions and has taken (or refrained
                              from taking) other material actions in reliance
                              upon the entry by the parties into the Transaction
                              being entered into on the terms and conditions set
                              forth herein and in the Confirmation relating to
                              such Transaction, as applicable and, in the case
                              of the Counterparty, it has been directed under
                              the Pooling and Servicing Agreement to enter into
                              this Transaction. This paragraph (1) shall be
                              deemed repeated on the trade date of each
                              Transaction.

                              2) No later than each Floating Rate Payer Period
                              End Date the Counterparty will make available on
                              its website located at www.etrustee.net the
                              current principal balance of the Certificates. No
                              later than each Reset Date, BSFP shall deliver to
                              LaSalle Bank National Association, a written
                              confirmation containing the results of the
                              calculations performed on each Reset Date and the
                              amount which is to be paid to the Counterparty on
                              the next Floating Rate Payer Payment Date.

4.   Provisions Deemed Incorporated in a Schedule to the ISDA Form Master
     Agreement:

                                      S-3

<PAGE>

Reference Number: FXNEC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 4 of 15


1)   The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form
     Master Agreement will apply to any Transaction.

2)   Termination Provisions. For purposes of the ISDA Form Master Agreement:

(a)  "Specified Entity" is not applicable to BSFP or Counterparty for any
     purpose.

(b)  "Specified Transaction" is not applicable to BSFP or Counterparty for any
     purpose, and, accordingly, Section 5(a)(v) shall not apply to BSFP or
     Counterparty.

(c)  The "Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP
     or to Counterparty.

(d)  The provisions of Section 5(a) (ii), (iii), and (iv) will not apply to
     Counterparty.

(e)  The "Bankruptcy" provision of Section 5(a)(vii)(2) will not apply to
     Counterparty.

(f)  The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not
     apply to BSFP or Counterparty.

(g)  The "Automatic Early Termination" provision of Section 6(a) will not apply
     to BSFP or to Counterparty.

(h)  Payments on Early Termination. For the purpose of Section 6(e) of the ISDA
     Form Master Agreement:

     (i)  Market Quotation will apply.

     (ii) The Second Method will apply.

(i)  "Termination Currency" means United States Dollars.

3)   Tax Representations.

     (a) Payer Representations. For purpose of Section 3(e) of the ISDA Form
     Master Agreement, each of BSFP and the Counterparty (as directed in the
     Pooling and Servicing Agreement and without independent investigation) will
     make the following representations: It is not required by any applicable
     law, as modified by the practice of any relevant governmental revenue
     authority, of any Relevant Jurisdiction to make any deduction or
     withholding for or on account of any Tax from any payment (other than
     interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form Master
     Agreement) to be made by it to the other party under this Agreement. In
     making this representation, it may rely on:

          (i) the accuracy of any representations made by the other party
          pursuant to Section 3(f) of the ISDA Form Master Agreement;

          (ii) the satisfaction of the agreement contained in Section 4(a)(i) or
          4(a)(iii) of the ISDA Form Master Agreement and the accuracy and
          effectiveness of any document

                                      S-4
<PAGE>

Reference Number: FXNEC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 5 of 15


          provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii)
          of the ISDA Form Master Agreement; and

          (iii) the satisfaction of the agreement of the other party contained
          in Section 4(d) of the ISDA Form Master Agreement, provided that it
          shall not be a breach of this representation where reliance is placed
          on clause (ii) and the other party does not deliver a form or document
          under Section 4(a)(iii) by reason of material prejudice to its legal
          or commercial position.

     (b) Payee Representations. For the purpose of Section 3(f) of the ISDA Form
     Master Agreement, each of BSFP and the Counterparty make the following
     representations.

     The following representation will apply to BSFP:

     BSFP is a corporation organized under the laws of the State of Delaware and
     its U.S. taxpayer identification number is 13-3866307.

     The following representation will apply to the Counterparty:

     LaSalle Bank National Association represents that it is the Trustee under
     the Pooling and Servicing Agreement.

4)   [Reserved]

5)   Documents to be Delivered. For the purpose of Section 4(a) of the ISDA Form
     Master Agreement):

(1)  Tax forms, documents, or certificates to be delivered are:

<TABLE>
<CAPTION>
PARTY REQUIRED
TO DELIVER         FORM/DOCUMENT/                 DATE BY WHICH TO
DOCUMENT           CERTIFICATE                    BE DELIVERED
--------------     --------------                 ----------------
<S>                <C>                            <C>
BSFP and           Any document required or       Promptly after the earlier of
the Counterparty   reasonably requested to        (i) reasonable demand by
                   allow the other party to       either party or (ii) learning
                   make payments under this       that such form or document is
                   Agreement without any          required
                   deduction or withholding for
                   or on the account of any Tax
                   or with such deduction or
                   withholding at a reduced
                   rate
</TABLE>

(2)  Other documents to be delivered are:

                                      S-5

<PAGE>

Reference Number: FXNEC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 6 of 15


<TABLE>
<CAPTION>
PARTY REQUIRED
TO DELIVER         FORM/DOCUMENT/            DATE BY WHICH TO   COVERED BY SECTION 3(D)
DOCUMENT           CERTIFICATE               BE DELIVERED       REPRESENTATION
--------------     --------------            ----------------   -----------------------
<S>                <C>                       <C>                <C>
BSFP and the       Any documents required    Upon the           Yes
Counterparty       by the receiving party    execution and
                   to evidence the           delivery of this
                   authority of the          Agreement and
                   delivering party or its   such
                   Credit Support            Confirmation
                   Provider, if any, for
                   it to execute and
                   deliver this Agreement,
                   any Confirmation, and
                   any Credit Support
                   Documents to which it
                   is a party, and to
                   evidence the authority
                   of the delivering party
                   or its Credit Support
                   Provider to perform its
                   obligations under this
                   Agreement, such
                   Confirmation and/or
                   Credit Support
                   Document, as the case
                   may be

BSFP and the       A certificate of an       Upon the           Yes
Counterparty       authorized officer of     execution and
                   the party, as to the      delivery of this
                   incumbency and            Agreement and
                   authority of the          such Confirmation
                   respective officers of
                   the party signing this
                   Agreement, any relevant
                   Credit Support
                   Document, or any
                   Confirmation, as the
                   case may be

BSFP               Monthly rate set letter   On or prior to     No
                   to Counterparty           each Floating
                                             Rate Payer
                                             Payment Date

Counterparty       An executed copy of the   Within 30 days     No
                   Pooling and Servicing     after No the
                   Agreement.                date of this
                                             Agreement.
</TABLE>

6)   Miscellaneous. Miscellaneous

(a)  Address for Notices: For the purposes of Section 12(a) of the ISDA Form
     Master Agreement:

                                      S-6

<PAGE>

Reference Number: FXNEC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 7 of 15


          Address for notices or communications to BSFP:

               Address:     383 Madison Avenue, New York, New York  10179
               Attention:   DPC Manager
               Facsimile:   (212) 272-5823

          With a copy to:

               Address:             One Metrotech Center North, Brooklyn,
                                    New York 11201
               Attention:           Derivative Operations - 7th Floor
               Facsimile:           (212) 272-1634

               (For all purposes)

          Address for notices or communications to the Counterparty:

               Address:     LaSalle Bank National Association
                            135 South LaSalle Street
                            Suite 1625
                            Chicago, IL 60603
               Attention:   Carol Corradino - Tilton
               Reference:   OWNIT 2006-5
               Facsimile:   312-904-1368
               Phone:       312-992-2745

(b)  Process Agent. For the purpose of Section 13(c) of the ISDA Form Master
     Agreement:

               BSFP appoints as its
               Process Agent:              Not Applicable

               The Counterparty appoints
               as its Process Agent:       Not Applicable

(c)  Offices. The provisions of Section 10(a) of the ISDA Form Master Agreement
     will not apply to this Agreement; neither BSFP nor the Counterparty have
     any Offices other than as set forth in the Notices Section and BSFP agrees
     that, for purposes of Section 6(b) of the ISDA Form Master Agreement, it
     shall not in future have any Office other than one in the United States.

(d)  Multibranch Party. For the purpose of Section 10(c) of the ISDA Form Master
     Agreement:

     BSFP is not a Multibranch Party.

     The Counterparty is not a Multibranch Party.

(e)  Calculation Agent. The Calculation Agent is BSFP.

(f)  Credit Support Document. Not applicable for either BSFP or the
     Counterparty.

                                      S-7
<PAGE>

Reference Number: FXNSC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 8 of 15


(g)  Credit Support Provider.

     BSFP: Not Applicable

     The Counterparty: Not Applicable

(h)  Governing Law. The parties to this Agreement hereby agree that the law of
     the State of New York shall govern their rights and duties in whole,
     without regard to conflict of law provisions thereof, other than New York
     General Obligation Law Section 5-1401.

(i)  Severability. If any term, provision, covenant, or condition of this
     Agreement, or the application thereof to any party or circumstance, shall
     be held to be invalid or unenforceable (in whole or in part) for any
     reason, the remaining terms, provisions, covenants, and conditions hereof
     shall continue in full force and effect as if this Agreement had been
     executed with the invalid or unenforceable portion eliminated, so long as
     this Agreement as so modified continues to express, without material
     change, the original intentions of the parties as to the subject matter of
     this Agreement and the deletion of such portion of this Agreement will not
     substantially impair the respective benefits or expectations of the
     parties.

     The parties shall endeavor to engage in good faith negotiations to replace
any invalid or unenforceable term, provision, covenant or condition with a valid
or enforceable term, provision, covenant or condition, the economic effect of
which comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.

(j)  Consent to Recording. Each party hereto consents to the monitoring or
     recording, at any time and from time to time, by the other party of any and
     all communications between officers or employees of the parties, waives any
     further notice of such monitoring or recording, and agrees to notify its
     officers and employees of such monitoring or recording.

(k)  Waiver of Jury Trial. Each party waives any right it may have to a trial by
     jury in respect of any Proceedings relating to this Agreement or any Credit
     Support Document.

(l)  Trustee Capacity and Liability Limitations It is expressly understood and
     agreed by the parties hereto that insofar as this Confirmation is executed
     by the Trustee (i) this Confirmation is executed and delivered by LaSalle
     Bank National Association not in its individual capacity but solely as
     Trustee under the Pooling and Servicing Agreement referred to in this
     Confirmation in the exercise of the powers and authority conferred and
     invested in it thereunder pursuant to instructions set forth therein; (ii)
     any representations, undertakings and agreements made herein on behalf of
     the Counterparty are made and intended not as personal representations,
     undertakings and agreements by LaSalle Bank National Association but are
     made and intended for the purpose of binding only the Counterparty; (iii)
     nothing herein contained shall be construed and under no circumstances will
     create any liability on the Trustee individually, or personally, be liable
     or obligated to perform any covenant either expressed or implied contained
     herein, all such liability, if any, being expressly waived by the parties
     who are signatories to this Agreement and by any person claiming by,
     through or under such parties and (iv) under no circumstances shall LaSalle
     Bank National Association in its individual capacity be personally liable
     for the payment of any indebtedness or expenses (including the Fixed
     Amount) or be personally liable for the

                                      S-8

<PAGE>

Reference Number: FXNSC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 9 of 15


     breach or failure of any obligation, representation, warranty or covenant
     made or undertaken under this Confirmation.

(m)  Transfer, Amendment and Assignment. No transfer, amendment, waiver,
     supplement, assignment or other modification of this Transaction shall be
     permitted by either party unless each of S&P and Moody's has been provided
     notice of the same and confirms in writing (including by facsimile
     transmission) after such notice is given that it will not downgrade,
     withdraw or otherwise modify its then-current rating of the Certificates.

(n)  Proceedings. BSFP shall not institute against or cause any other person to
     institute against, or join any other person in instituting against, the
     Counterparty any bankruptcy, reorganization, arrangement, insolvency or
     liquidation proceedings, or other proceedings under any federal or state
     bankruptcy, dissolution or similar law for a period of one year and one day
     following payment in full of the Certificates.

7)   "Affiliate" will have the meaning specified in Section 14 of the ISDA Form
     Master Agreement, provided that BSFP shall not be deemed to have any
     Affiliates for purposes of this Agreement, including for purposes of
     Section 6(b)(ii) of the ISDA Form Master Agreement.

8)   Section 3 of the ISDA Form Master Agreement is hereby amended by adding at
     the end thereof the following subsection (g):

     "(g) Relationship Between Parties.

     Each party represents to the other party on each date when it enters into a
     Transaction that:--

     (1) Nonreliance. It is not relying on any statement or representation of
     the other party regarding the Transaction (whether written or oral), other
     than the representations expressly made in this Agreement or the
     Confirmation in respect of that Transaction.

     (2) Evaluation and Understanding.

                                        (i) BSFP is acting for its own account
                                        and the Trustee has been directed under
                                        the Pooling and Servicing Agreement to
                                        enter into this Transaction as Trustee
                                        on behalf of the Counterparty. Each
                                        Party has made its own independent
                                        decisions to enter into this Transaction
                                        and as to whether this Transaction is
                                        appropriate or proper for it based upon
                                        its own judgment and upon advice from
                                        such advisors as it has deemed necessary
                                        and, in the case of the Trustee, it has
                                        been directed to enter into this
                                        Transaction under the Pooling and
                                        Servicing Agreement. It is not relying
                                        on any communication (written or oral)
                                        of the other party as investment advice
                                        or as a recommendation to enter into
                                        this Transaction; it being understood
                                        that information and explanations
                                        related to the terms and conditions of
                                        this Transaction shall not be considered
                                        investment

                                      S-9

<PAGE>

Reference Number: FXNSC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 10 of 15


                                        advice or a recommendation to enter into
                                        this Transaction. It has not received
                                        from the other party any assurance or
                                        guarantee as to the expected results of
                                        this Transaction.

                                        (ii) It is capable of evaluating and
                                        understanding (on its own behalf or
                                        through independent professional
                                        advice), and understands and accepts,
                                        the terms, conditions and risks of this
                                        Transaction. It is also capable of
                                        assuming, and assumes, the financial and
                                        other risks of this Transaction.

                                        (iii) The other party is not acting as a
                                        fiduciary or an advisor for it in
                                        respect of this Transaction.

     (3) Purpose. It is an "eligible swap participant" as such term is defined
     in Section 35.1(b)(2) of the regulations (17 C.F.R 35) promulgated under,
     and an "eligible contract participant" as defined in Section 1(a)(12) of,
     the Commodity Exchange Act, as amended, and it is entering into the
     Transaction for the purposes of managing its borrowings or investments,
     hedging its underlying assets or liabilities or in connection with a line
     of business."

9)   Set-off. Notwithstanding any provision of this Agreement or any other
     existing or future agreement, each party irrevocably waives any and all
     rights it may have to set off, net, recoup or otherwise withhold or suspend
     or condition payment or performance of any obligation between it and the
     other party hereunder against any obligation between it and the other party
     under any other agreements. The provisions for Set-off set forth in Section
     6(e) of the ISDA Form Master Agreement shall not apply for purposes of this
     Transaction.

10)  Additional Termination Events. The following Additional Termination Events
     will apply:

(a)  If a Ratings Event has occurred and BSFP has not, complied with Section 11
     below, then an Additional Termination Event shall have occurred with
     respect to BSFP and BSFP shall be the sole Affected Party with respect to
     such an Additional Termination Event.

(b)  If, upon the occurrence of a Swap Disclosure Event (as defined in Section
     12(ii) of this Agreement), BSFP has not, within 10 days after such Swap
     Disclosure Event complied with any of the provisions set forth in Section
     12(iii) of this Agreement, then an Additional Termination Event shall have
     occurred with respect to BSFP and BSFP shall be the sole Affected Party
     with respect to such Additional Termination Event.

(c)  If the Counterparty is unable to pay its Class A Certificates or fails or
     admits in writing its inability to pay its Class A Certificates as they
     become due, then an Additional Termination Event shall have occurred with
     respect to Counterparty and Counterparty shall be the sole Affected Party
     with respect to such Additional Termination Event.

(d)  Without the prior written consent of BSFP, Counterparty shall not consent
     to any amendment or supplemental agreement to the Pooling and Servicing
     Agreement if such amendment or supplemental agreement could reasonably be
     expected to have a material adverse effect on the

                                      S-10
<PAGE>

Reference Number: FXNSC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 11 of 15


     interests of BSFP. Counterparty will furnish to BSFP a copy of each
     proposed and each executed amendment or supplemental agreement and copies
     of any related Rating Agencies' confirmation therewith, if any. The failure
     by Counterparty to comply with this clause (d) shall constitute an
     Additional Termination Event hereunder, upon which Counterparty shall be
     the sole Affected Party and all Transactions hereunder shall be Affected
     Transactions.

(e)  Either the acceptance by the Trustee of a bid in connection with an Auction
     or notice by the NIMS Insurer or Servicer that it will purchase the
     Mortgage Loans and REO Properties pursuant to Section 9.01(b) of the
     Pooling and Servicing Agreement shall constitute an Additional Termination
     Event with respect to Counterparty with Counterparty as the sole Affected
     Party with respect to such Additional Termination Event; provided that
     notwithstanding anything in the first sentence of Section 6(d)(ii) of the
     ISDA Form Master Agreement to the contrary, the amount calculated as being
     due in respect of such Additional Termination Event shall be payable on the
     Distribution Date upon which the final distribution is made to the
     Certificateholders.

11)  Ratings Event. If a Ratings Event (as defined below) occurs with respect to
     BSFP, then BSFP shall, at is own expense, (i) subject to the Rating Agency
     Condition (as defined below), assign this Transaction hereunder to a third
     party within thirty (30) days of such Ratings Event that meets or exceeds,
     or as to which any applicable credit support provider meets or exceeds, the
     Approved Ratings Thresholds (as defined below), (ii) deliver collateral,
     and an executed ISDA Credit Support Annex, within thirty (30) days of such
     Ratings Event and subject to each of Standard and Poor's Ratings Services,
     Inc. ("S&P's") and Moody's Investors Service, Inc. ("Moody's" and together
     with S&P, the "Rating Agencies") written confirmation that delivery of such
     collateral in the context of such downgrade will not result in a
     withdrawal, qualification or downgrade of the then current ratings assigned
     to the Certificates, or (iii) any other action that satisfies the Rating
     Agency Condition. For the avoidance of doubt, a downgrade of the rating on
     the Certificates could occur in the event that BSFP does not post
     sufficient collateral. For purposes of this Transaction, a "Ratings Event"
     shall occur with respect to BSFP, if its long-term unsecured and
     unsubordinated debt rating is reduced below "AA-" by S&P, and "Aa3" by
     Moody's (including in connection with a merger, consolidation or other
     similar transaction by BSFP) such ratings being referred to herein as the
     "Approved Ratings Thresholds", unless, within 30 days after such withdrawal
     or downgrade, each of Moody's and S&P has reconfirmed the rating of the
     Certificates, as applicable, which was in effect immediately prior to such
     withdrawal or downgrade. For purposes of this provision, "Rating Agency
     Condition" means, with respect to any particular proposed act or omission
     to act hereunder that the party acting or failing to act must consult with
     any of the Rating Agencies then providing a rating of the Certificates and
     receive from the Rating Agencies a prior written confirmation that the
     proposed action or inaction would not cause a downgrade or withdrawal of
     the then-current rating of the Certificates. Notwithstanding the foregoing,
     in the event that BSFP's long-term unsecured and unsubordinated debt rating
     is either (i) withdrawn or (ii) reduced below "BBB-" by S&P, or its
     unsecured, short-term debt obligations is reduced below "A-3" by S&P then,
     BSFP shall, within (10) days of such reduction, at its own expense, and
     satisfying the Rating Agency Condition, either (i) secure another entity to
     replace BSFP as party to this Agreement that meets or exceeds the Approved
     Rating Thresholds on terms substantially similar to this Agreement, (ii)
     obtain a guaranty acceptable to the Rating Agencies, of another person with
     the Approved Rating Thresholds, to honor, BSFP's obligations under this
     Agreement, or (iii) any other action that satisfies the Rating Agency
     Condition. Failure to satisfy the foregoing shall constitute an Additional
     Termination Event as defined by Section 5(b)(v) of the ISDA Form Master
     Agreement, with BSFP as the sole

                                      S-11

<PAGE>

Reference Number: FXNSC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 12 of 15


     Affected Party. Notwithstanding any of the above downgrades, unless and
     until BSFP transfers the Transaction to a replacement counterparty pursuant
     to the foregoing, BSFP will continue to perform its obligations under the
     Transaction. BSFP's failure to comply with the above downgrade provisions
     and requirements shall constitute the sole Additional Termination Events as
     defined in Section 5(b)(v) of the ISDA Form Master Agreement.

12)  Compliance with Regulation AB.

     (i)  BSFP agrees and acknowledges that Merrill Lynch Mortgage Investors,
          Inc. ("MLMI") is required under Regulation AB under the Securities Act
          of 1933, as amended, and the Securities Exchange Act of 1934, as
          amended (the "Exchange Act") ("Regulation AB"), to disclose certain
          financial information regarding BSFP or its group of affiliated
          entities, if applicable, depending on the aggregate "significance
          percentage" of this Agreement and any other derivative contracts
          between BSFP or its group of affiliated entities, if applicable, and
          Counterparty, as calculated from time to time in accordance with Item
          1115 of Regulation AB.

     (ii) It shall be a swap disclosure event ("Swap Disclosure Event") if, on
          any Business Day after the date hereof, MLMI requests from BSFP the
          applicable financial information described in Item 1115 of Regulation
          AB (such request to be based on a reasonable determination by MLMI, in
          good faith, that such information is required under Regulation AB)
          (the "Swap Financial Disclosure").

     (iii) Upon the occurrence of a Swap Disclosure Event, BSFP, at its own
          expense, shall (a) provide to MLMI the Swap Financial Disclosure, (b)
          secure another entity to replace BSFP as party to this Agreement on
          terms substantially similar to this Agreement and subject to prior
          notification to the Rating Agencies, which entity (or a guarantor
          therefor) meets or exceeds the Approved Rating Thresholds (and which
          satisfies the Rating Agency Condition) and which entity is able to
          comply with the requirements of Item 1115 of Regulation AB or (c)
          obtain a guaranty of the BSFP's obligations under this Agreement from
          an affiliate of the BSFP that is able to comply with the financial
          information disclosure requirements of Item 1115 of Regulation AB,
          such that disclosure provided in respect of the affiliate will satisfy
          any disclosure requirements applicable to the BSFP, and cause such
          affiliate to provide Swap Financial Disclosure. If permitted by
          Regulation AB, any required Swap Financial Disclosure may be provided
          by incorporation by reference from reports filed pursuant to the
          Exchange Act.

     (iv) BSFP agrees that, in the event that BSFP provides Swap Financial
          Disclosure to MLMI in accordance with Section 12(iii)(a) or causes its
          affiliate to provide Swap Financial Disclosure to MLMI in accordance
          with Section 12(iii)(a), it will indemnify and hold harmless MLMI, its
          respective directors or officers and any person controlling MLMI, from
          and against any and all losses, claims, damages and liabilities caused
          by any untrue statement or alleged untrue statement of a material fact
          contained in such Swap Financial Disclosure or caused by any omission
          or alleged omission to state in such Swap Financial Disclosure a
          material fact required to be stated therein or necessary to make the
          statements therein, in light of the circumstances under which they
          were made, not misleading.

                                      S-12

<PAGE>

Reference Number: FXNSC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 13 of 15


13)  Third Party Beneficiary. MLMI shall be a third party beneficiary of this
     Agreement.

14)  Merrill Lynch Mortgage Lending, Inc. ("MLML") agrees and acknowledges that
     (except with respect to "Additional Amount" under Section 2 of this
     Agreement) amounts paid hereunder are not intended to benefit the holder of
     any class of certificates rated by any rating agency if such holder is MLML
     or any of its affiliates. If MLML or any of its affiliates receives any
     such amounts, it will promptly remit (or, if such amounts are received by
     an affiliate of MLML, MLML hereby agrees that it will cause such affiliate
     to promptly remit) such amounts to the applicable Trustee, whereupon such
     Trustee will promptly remit such amounts to BSFP. MLML further agrees to
     provide notice to BSFP upon any remittance to the Trustee; such delivery
     will be made to:

     Address:   383 Madison Avenue, New York, New York 10179
     Attention: DPC Manager
     Facsimile: 212-272-5823

     with a copy to:

     Address:   One Metrotech Center North, Brooklyn, New York 11201
     Attention: Derivative Operations - 7th Floor
     Facsimile: 212-272-1634

     NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF
THE BEAR STEARNS COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT
SUPPORT PROVIDER ON THIS AGREEMENT.

5.   Account Details and
     Settlement Information:   Payments to BSFP:
                               Citibank, N.A., New York
                               ABA Number: 021-0000-89, for the account of
                               Bear, Steams Securities Corp.
                               Account Number: 0925-3186, for further credit to
                               Bear Steams Financial Products Inc.
                               Sub-account Number: 102-04654-1-3
                               Attention: Derivatives Department

                               PAYMENTS TO COUNTERPARTY:
                               LaSalle Bank NA
                               ABA#: 071000505
                               LaSalle CHGO/CTR/BNF:/LaSalle Trust
                               Account # 723949.3
                               Attn: Carol Corradino-Tilton X2-2745

                                      S-13

<PAGE>

                                   SCHEDULE I

        (where for the purposes of (i) determining Floating Amounts, all
        such dates subject to adjustment in accordance with the Following
         Business Day Convention and (ii) determining Fixed Amounts, all
                      such dates subject to No Adjustment.)

<TABLE>
<CAPTION>
FROM AND INCLUDING   TO BUT EXCLUDING   NOTIONAL AMOUNT (USD)
------------------   ----------------   ---------------------
<S>                  <C>                <C>
  Effective Date       25-Feb-2007           414,164,601
   25-Feb-2007         25-Mar-2007           402,699,858
   25-Mar-2007         25-Apr-2007           389,529,452
   25-Apr-2007         25-May-2007           374,826,901
   25-May-2007         25-Jun-2007           358,601,611
   25-Jun-2007         25-Jul-2007           340,932,757
   25-Jul-2007         25-Aug-2007           322,375,757
   25-Aug-2007         25-Sep-2007           303,833,500
   25-Sep-2007         25-Oct-2007           285,953,281
   25-Oct-2007         25-Nov-2007           269,046,821
   25-Nov-2007         25-Dec-2007           253,136,187
   25-Dec-2007         25-Jan-2008           238,197,088
   25-Jan-2008         25-Feb-2008           224,218,409
   25-Feb-2008         25-Mar-2008           211,119,741
   25-Mar-2008         25-Apr-2008           198,816,561
   25-Apr-2008         25-May-2008           187,047,410
   25-May-2008         25-Jun-2008           175,321,157
   25-Jun-2008         25-Jul-2008           163,069,761
   25-Jul-2008         25-Aug-2008           150,286,377
   25-Aug-2008         25-Sep-2008           138,241,183
   25-Sep-2008         25-Oct-2008           127,877,431
   25-Oct-2008         25-Nov-2008           118,912,947
   25-Nov-2008         25-Dec-2008           111,040,708
   25-Dec-2008         25-Jan-2009           104,007,385
   25-Jan-2009         25-Feb-2009            97,651,907
   25-Feb-2009         25-Mar-2009            91,821,189
   25-Mar-2009         25-Apr-2009            86,307,975
   25-Apr-2009         25-May-2009            86,030,393
   25-May-2009         25-Jun-2009            86,030,393
   25-Jun-2009         25-Jul-2009            81,928,784
   25-Jul-2009         25-Aug-2009            74,651,129
   25-Aug-2009         25-Sep-2009            67,632,250
   25-Sep-2009         25-Oct-2009            61,523,633
   25-Oct-2009         25-Nov-2009            56,541,891
   25-Nov-2009         25-Dec-2009            52,387,043
   25-Dec-2009         25-Jan-2010            48,762,913
   25-Jan-2010         25-Feb-2010            45,543,237
   25-Feb-2010         25-Mar-2010            42,669,867
   25-Mar-2010         25-Apr-2010            40,096,558
   25-Apr-2010         25-May-2010            37,782,632
</TABLE>


                                      S-14

<PAGE>

Reference Number: FXNSC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 15 of 15


<TABLE>
<CAPTION>
FROM AND INCLUDING   TO BUT EXCLUDING   NOTIONAL AMOUNT (USD)
------------------   ----------------   ---------------------
<S>                  <C>                <C>
   25-May-2010         25-Jun-2010            35,687,008
   25-Jun-2010         25-Jul-2010            33,776,072
   25-Jul-2010         25-Aug-2010            32,023,316
   25-Aug-2010         25-Sep-2010            30,407,156
   25-Sep-2010         25-Oct-2010            28,910,890
   25-Oct-2010         25-Nov-2010            27,520,637
   25-Nov-2010         25-Dec-2010            26,225,100
   25-Dec-2010         25-Jan-2011            25,015,665
   25-Jan-2011         25-Feb-2011            23,884,075
   25-Feb-2011       Termination Date         22,822,367
</TABLE>

                                      S-15
<PAGE>

                                   SCHEDULE I

All dates subject to adjustment in accordance with the Following Business Day
Convention.

<TABLE>
<CAPTION>
ACCRUAL START DATE   ACCRUAL END DATES   NOTIONAL AMOUNT (USD)
------------------   -----------------   ---------------------
<S>                  <C>                 <C>
     01/25/07             02/25/07            $414,164,601
     02/25/07             03/25/07            $402,699,858
     03/25/07             04/25/07            $389,529,452
     04/25/07             05/25/07            $374,826,901
     05/25/07             06/25/07            $358,601,611
     06/25/07             07/25/07            $340,932,757
     07/25/07             08/25/07            $322,375,757
     08/25/07             09/25/07            $303,833,500
     09/25/07             10/25/07            $285,953,281
     10/25/07             11/25/07            $269,046,821
     11/25/07             12/25/07            $253,136,187
     12/25/07             01/25/08            $238,197,088
     01/25/08             02/25/08            $224,218,409
     02/25/08             03/25/08            $211,119,741
     03/25/08             04/25/08            $198,816,561
     04/25/08             05/25/08            $187,047,410
     05/25/08             06/25/08            $175,321,157
     06/25/08             07/25/08            $163,069,761
     07/25/08             08/25/08            $150,286,377
     08/25/08             09/25/08            $138,241,183
     09/25/08             10/25/08            $127,877,431
     10/25/08             11/25/08            $118,912,947
     11/25/08             12/25/08            $111,040,708
     12/25/08             01/25/09            $104,007,385
     01/25/09             02/25/09            $ 97,651,907
     02/25/09             03/25/09            $ 91,821,189
     03/25/09             04/25/09            $ 86,307,975
     04/25/09             05/25/09            $ 86,030,393
     05/25/09             06/25/09            $ 86,030,393
     06/25/09             07/25/09            $ 81,928,784
     07/25/09             08/25/09            $ 74,651,129
     08/25/09             09/25/09            $ 67,632,250
</TABLE>


                                      S-16

<PAGE>

Reference Number: FXNSC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 17 of 15


<TABLE>
<CAPTION>
ACCRUAL START DATE   ACCRUAL END DATES   NOTIONAL AMOUNT (USD)
------------------   -----------------   ---------------------
<S>                  <C>                 <C>
     09/25/09             10/25/09            $ 61,523,633
     10/25/09             11/25/09            $ 56,541,891
     11/25/09             12/25/09            $ 52,387,043
     12/25/09             01/25/10            $ 48,762,913
     01/25/10             02/25/10            $ 45,543,237
     02/25/10             03/25/10            $ 42,669,867
     03/25/10             04/25/10            $ 40,096,558
     04/25/10             05/25/10            $ 37,782,632
     05/25/10             06/25/10            $ 35,687,008
     06/25/10             07/25/10            $ 33,776,072
     07/25/10             08/25/10            $ 32,023,316
     08/25/10             09/25/10            $ 30,407,156
     09/25/10             10/25/10            $ 28,910,890
     10/25/10             11/25/10            $ 27,520,637
     11/25/10             12/25/10            $ 26,225,100
     12/25/10             01/25/11            $ 25,015,665
     01/25/11             02/25/11            $ 23,884,075
     02/25/11             03/25/11            $ 22,822,367
</TABLE>

                                      S-17

<PAGE>

                                   EXHIBIT T-1

                        FORM OF ASSESSMENT OF COMPLIANCE

                                     [DATE]

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

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services - Ownit Series 2006-5

Litton Loan Servicing LP
4828 Loop Central Drive
Houston, Texas 77081

Moody's Investors Service, Inc.
99 Church Street, 4th Floor
New York, New York 10007

Standard & Poor's, a division of
The McGraw-Hill Companies, Inc.
25 Broadway, 12th Floor
New York, New York 10004

     Re:  Pooling and Servicing Agreement (the "Agreement"), dated as of July 1,
          2006, among Merrill Lynch Mortgage Investors, Inc., as depositor,
          Litton Loan Servicing LP, as servicer, and LaSalle Bank National
          Association, as trustee, relating to the Ownit Mortgage Loan Trust,
          Mortgage Loan Asset-Backed Certificates, Series 2006-5 (the "Trust")

     For the calendar year ending December 31, [2006] or portion thereof,
[Litton Loan Servicing LP, as Servicer] [LaSalle Bank National Association, as
Trustee] for the Trust has complied in all material respects with the relevant
Servicing Criteria in Exhibit T-2 of the Agreement.

     All capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Agreement.

Date:
      --------------------


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


                                      T-1-1
<PAGE>

                                   EXHIBIT T-2

                               SERVICING CRITERIA
                 (EXHIBIT A TO FORM OF ASSESSMENT OF COMPLIANCE)
                          (RMBS UNLESS OTHERWISE NOTED)

DEFINITIONS
PRIMARY SERVICER - transaction party having borrower contact
CUSTODIAN - safe keeper of pool assets
TRUSTEE - fiduciary of the transaction

<TABLE>
<CAPTION>
                                                                                                       LASALLE BANK
                                                                         LITTON LOAN                     NATIONAL
                                                                         SERVICING LP                  ASSOCIATION
REG AB REFERENCE                   SERVICING CRITERIA                     (SERVICER)    (CUSTODIAN)     (TRUSTEE)
----------------                   ------------------                   -------------  -------------  -------------
<S>               <C>                                                   <C>            <C>            <C>
                  GENERAL SERVICING CONSIDERATIONS

1122(d)(1)(i)     Policies and procedures are instituted to monitor           X                             X
                  any performance or other triggers and events of
                  default in accordance with the transaction
                  agreements.

1122(d)(1)(ii)    If any material servicing activities are outsourced   If applicable  If applicable  If applicable
                  to third parties, policies and procedures are            for a          for a          for a
                  instituted to monitor the third party's performance    transaction    transaction    transaction
                  and compliance with such servicing activities.         participant    participant    participant

1122(d)(1)(iii)   Any requirements in the transaction agreements to
                  maintain a back-up servicer for the Pool Assets are
                  maintained.

1122(d)(1)(iv)    A fidelity bond and errors and omissions policy is          X
                  in effect on the party participating in the
                  servicing function throughout the reporting period
                  in the amount of coverage required by and otherwise
                  in accordance with the terms of the transaction
                  agreements.

                  CASH COLLECTION AND ADMINISTRATION

1122(d)(2)(i)     Payments on pool assets are deposited into the              X                             X
                  appropriate custodial bank accounts and related bank
                  clearing accounts no more than two business days
                  following receipt, or such other number of days
                  specified in the transaction agreements.

1122(d)(2)(ii)    Disbursements made via wire transfer on behalf of an         X                            X
                  obligor or to an investor are made only by
                  authorized personnel.

1122(d)(2)(iii)   Advances of funds or guarantees regarding                    X
                  collections, cash flows or distributions, and any
                  interest or other fees charged for such advances,
                  are made, reviewed and approved as specified in the
                  transaction agreements.

1122(d)(2)(iv)    The related accounts for the transaction, such as            X*                           X
                  cash reserve accounts or accounts established as a
                  form of over collateralization, are separately
                  maintained
</TABLE>


                                     T-2-1

<PAGE>

Reference Number: FXNSC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 2 of 15


<TABLE>
<CAPTION>
                                                                                                       LASALLE BANK
                                                                         LITTON LOAN                     NATIONAL
                                                                         SERVICING LP                  ASSOCIATION
REG AB REFERENCE                   SERVICING CRITERIA                     (SERVICER)    (CUSTODIAN)     (TRUSTEE)
----------------                   ------------------                   -------------  -------------  -------------
<S>               <C>                                                   <C>            <C>            <C>
                  (e.g., with respect to commingling of cash) as set
                  forth in the transaction agreements.

1122(d)(2)(v)     Each custodial account is maintained at a federally          X                            X*
                  insured depository institution as set forth in the
                  transaction agreements. For purposes of this
                  criterion, "federally insured depository
                  institution" with respect to a foreign financial
                  institution means a foreign financial institution
                  that meets the requirements of Rule 13k-1(b)(1) of
                  the Securities Exchange Act.

1122(d)(2)(vi)    Unissued checks are safeguarded so as to prevent      If applicable                 If applicable
                  unauthorized access.

1122(d)(2)(vii)   Reconciliations are prepared on a monthly basis for          X                            X
                  all asset-backed securities related bank accounts,
                  including custodial accounts and related bank
                  clearing accounts. These reconciliations are (A)
                  mathematically accurate; (B) prepared within 30
                  calendar days after the bank statement cutoff date,
                  or such other number of days specified in the
                  transaction agreements; (C) reviewed and approved by
                  someone other than the person who prepared the
                  reconciliation; and (D) contain explanations for
                  reconciling items. These reconciling items are
                  resolved within 90 calendar days of their original
                  identification, or such other number of days
                  specified in the transaction agreements.

                  INVESTOR REMITTANCES AND REPORTING

1122(d)(3)(i)     Reports to investors, including those to be filed            X                            X
                  with the Securities and Exchange Commission, are
                  maintained in accordance with the transaction
                  agreements and applicable Securities and Exchange
                  Commission requirements. Specifically, such reports
                  (A) are prepared in accordance with timeframes and
                  other terms set forth in the transaction agreements;
                  (B) provide information calculated in accordance
                  with the terms specified in the transaction
                  agreements; (C) are filed with the Securities and
                  Exchange Commission as required by its rules and
                  regulations; and (D) agree with investors' or the
                  trustee's records as to the total unpaid principal
                  balance and number of Pool Assets serviced by the
                  Servicer.

1122(d)(3)(ii)    Amounts due to investors are allocated and remitted          X                            X
                  in accordance with timeframes, distribution priority
                  and other
</TABLE>

                                     T-3-2

<PAGE>

Reference Number: FXNSC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 3 of 15


<TABLE>
<CAPTION>
                                                                                                       LASALLE BANK
                                                                         LITTON LOAN                     NATIONAL
                                                                         SERVICING LP                  ASSOCIATION
REG AB REFERENCE                   SERVICING CRITERIA                     (SERVICER)    (CUSTODIAN)     (TRUSTEE)
----------------                   ------------------                   -------------  -------------  -------------
<S>               <C>                                                   <C>            <C>            <C>
                  terms set forth in the transaction agreements.

1122(d)(3)(iii)   Disbursements made to an investor are posted within          X                            X
                  two business days to the Servicer's investor
                  records, or such other number of days specified in
                  the transaction agreements.

1122(d)(3)(iv)    Amounts remitted to investors per the investor               X                            X
                  reports agree with cancelled checks, or other form
                  of payment, or custodial bank statements.

                  POOL ASSET ADMINISTRATION

1122(d)(4)(i)     Collateral or security on pool assets is maintained                        X              X*
                  as required by the transaction agreements or related
                  pool asset documents.

1122(d)(4)(ii)    Pool assets and related documents are safeguarded as                       X
                  required by the transaction agreements

1122(d)(4)(iii)   Any additions, removals or substitutions to the              X                            X
                  asset pool are made, reviewed and approved in
                  accordance with any conditions or requirements in
                  the transaction agreements.

1122(d)(4)(iv)    Payments on pool assets, including any payoffs, made         X
                  in accordance with the related pool asset documents
                  are posted to the Servicer's obligor records
                  maintained no more than two business days after
                  receipt, or such other number of days specified in
                  the transaction agreements, and allocated to
                  principal, interest or other items (e.g., escrow) in
                  accordance with the related pool asset documents.

1122(d)(4)(v)     The Servicer's records regarding the pool assets             X
                  agree with the Servicer's records with respect to an
                  obligor's unpaid principal balance.

1122(d)(4)(vi)    Changes with respect to the terms or status of an            X
                  obligor's pool assets (e.g., loan modifications or
                  re-agings) are made, reviewed and approved by
                  authorized personnel in accordance with the
                  transaction agreements and related pool asset
                  documents.

1122(d)(4)(vii)   Loss mitigation or recovery actions (e.g.,                   X
                  forbearance plans, modifications and deeds in lieu
                  of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded
                  in accordance with the timeframes or other
                  requirements established by the transaction
                  agreements.
</TABLE>

                                     T-3-3

<PAGE>

Reference Number: FXNSC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 4 of 15


<TABLE>
<CAPTION>
                                                                                                       LASALLE BANK
                                                                         LITTON LOAN                     NATIONAL
                                                                         SERVICING LP                  ASSOCIATION
REG AB REFERENCE                   SERVICING CRITERIA                     (SERVICER)    (CUSTODIAN)     (TRUSTEE)
----------------                   ------------------                   -------------  -------------  -------------
<S>               <C>                                                   <C>            <C>            <C>
1122(d)(4)(viii)  Records documenting collection efforts are                   X
                  maintained during the period a pool asset is
                  delinquent in accordance with the transaction
                  agreements. Such records are maintained on at least
                  a monthly basis, or such other period specified in
                  the transaction agreements, and describe the
                  entity's activities in monitoring delinquent pool
                  assets including, for example, phone calls, letters
                  and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or
                  unemployment).

1122(d)(4)(ix)    Adjustments to interest rates or rates of return for         X
                  pool assets with variable rates are computed based
                  on the related pool asset documents.

1122(d)(4)(x)     Regarding any funds held in trust for an obligor             X
                  (such as escrow accounts): (A) such funds are
                  analyzed, in accordance with the obligor's pool
                  asset documents, on at least an annual basis, or
                  such other period specified in the transaction
                  agreements; (B) interest on such funds is paid, or
                  credited, to obligors in accordance with applicable
                  pool asset documents and state laws; and (C) such
                  funds are returned to the obligor within 30 calendar
                  days of full repayment of the related pool assets,
                  or such other number of days specified in the
                  transaction agreements.

1122(d)(4)(xi)    Payments made on behalf of an obligor (such as tax           X
                  or insurance payments) are made on or before the
                  related penalty or expiration dates, as indicated on
                  the appropriate bills or notices for such payments,
                  provided that such support has been received by the
                  servicer at least 30 calendar days prior to these
                  dates, or such other number of days specified in the
                  transaction agreements.

1122(d)(4)(xii)   Any late payment penalties in connection with any            X
                  payment to be made on behalf of an obligor are paid
                  from the Servicer's funds and not charged to the
                  obligor, unless the late payment was due to the
                  obligor's error or omission.

1122(d)(4)(xiii)  Disbursements made on behalf of an obligor are               X
                  posted within two business days to the obligor's
                  records maintained by the servicer, or such other
                  number of days specified in the transaction
                  agreements.
</TABLE>

                                     T-3-4

<PAGE>

Reference Number: FXNSC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 5 of 15


<TABLE>
<CAPTION>
                                                                                                       LASALLE BANK
                                                                         LITTON LOAN                     NATIONAL
                                                                         SERVICING LP                  ASSOCIATION
REG AB REFERENCE                   SERVICING CRITERIA                     (SERVICER)    (CUSTODIAN)     (TRUSTEE)
----------------                   ------------------                   -------------  -------------  -------------
<S>               <C>                                                   <C>            <C>            <C>
1122(d)(4)(xiv)   Delinquencies, charge-offs and uncollectible                 X
                  accounts are recognized and recorded in accordance
                  with the transaction agreements.

1122(d)(4)(xv)    Any external enhancement or other support,                                                X
                  identified in Item 1114(a)(1) through (3) or Item
                  1115 of Regulation AB, is maintained as set forth in
                  the transaction agreements.
</TABLE>

*    For d(2)(iv) Servicer needs to provide only if it is deemed that the
     Collection Account is subject to this criteria.

*    For d(2)(i) and (v) Trustee needs to provide only if it is deemed that any
     account maintained by the Trustee is a custodial account for purposes of
     the servicing criteria. Subject to further clarification from the
     Securities and Exchange Commission.

*    For d(4)(i) Trustee needs to provide only if it is deemed that the final
     certification required to be delivered by the Trustee pursuant to Section
     2.02 of the Agreement, "Acceptance by the Trustee of the Mortgage Loans",
     is not covered in the (d)(4)(iii) servicing criteria.

                                     T-3-5
<PAGE>

                                   EXHIBIT T-3

                      FORM OF SARBANES-OXLEY CERTIFICATION

                                  2006-5 TRUST,
          OWNIT MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2006-5

     Re:  Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates,
          Series 2006-5

     I, [identify the certifying individual], certify that:

     1. I have reviewed the report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on Form
10-K of [identify the issuing entity] (the "Exchange Act Periodic Reports");

     2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a
whole, do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;

     3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered by
this report is included in the Exchange Act Periodic Reports;

     4. [I am responsible for reviewing the activities performed by the
servicer(s) and based on my knowledge and the compliance review(s) conducted in
preparing the servicer compliance statement(s) required in this report under
Item 1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic
Reports, the servicer(s) [has/have] fulfilled [its/their] obligations under the
servicing agreement(s); and]

     5. All of the reports on assessment of compliance with servicing criteria
for ABS and their related attestation reports on assessment of compliance with
servicing criteria for asset-backed securities required to be included in this
report in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 have been included as an exhibit to this report, except as
otherwise disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form 10-K.

     [In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties [name of
servicer, sub-servicer, co-servicer, depositor, custodian or trustee].]

     Date:
           --------------------------
                                        ----------------------------------------
                                        [Signature]
                                        [Title]


                                      T-3-1

<PAGE>

                                   EXHIBIT T-4

                         FORM OF ITEM 1123 CERTIFICATION

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
Attention: Global Securities and Trust Services - Ownit Series 2006-5

Re:  Pooling and Servicing Agreement (the "Agreement") dated as of July 1, 2006,
     among Merrill Lynch Mortgage Investors, Inc., as depositor, Litton Loan
     Servicing LP, as servicer, and LaSalle Bank National Association, as
     trustee, relating to Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed
     Certificates, Series 2006-5.

I, [identify name of certifying individual], [title of certifying individual] of
Litton Loan Servicing LP (the "Servicer"), hereby certify that:

     (1) A review of the activities of the Servicer during the preceding
calendar year and of the performance of the Servicer under the Agreement has
been made under my supervision; and

     (2) To the best of my knowledge, based on such review, the Servicer has
fulfilled all its obligations under the Agreement in all material respects
throughout such year or a portion thereof[, or, if there has been a failure to
fulfill any such obligation in any material respect, I have specified below each
such failure known to me and the nature and status thereof].

Date:
      -----------------
                                        Litton Loan Servicing LP,
                                        as Servicer


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


                                      T-4-1

<PAGE>

                                   EXHIBIT T-5

                     FORM OF OFFICER'S CERTIFICATE (TRUSTEE)

                                     [DATE]

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

Litton Loan Servicing LP
4828 Loop Central Drive
Houston, Texas 77081

Re:  Pooling and Servicing Agreement (the "Agreement"), dated as of July 1,
     2006, among Merrill Lynch Mortgage Investors, Inc., as depositor, Litton
     Loan Servicing LP, as servicer, and LaSalle Bank National Association, as
     trustee, relating to Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed
     Certificates, Series 2006-5

     The Trustee hereby certifies to the Depositor, the Servicer and their
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:

     (1) I have reviewed the annual report on Form 10-K for the fiscal year
[2006] (the "Annual Report"), and all reports on Form 8-K (if any) and on Form
10-D required to be filed in respect of the period covered by the Annual Report
(collectively with the Annual Report, the "Reports"), of the Trust;

     (2) To the best of my knowledge, and assuming the accuracy of the
statements required to be made or data required to be delivered by the Servicer
and Depositor (to the extent that such statements or data were received by the
Trustee and are relevant to the statements made by the Trustee in this Back-Up
Certification), the information in the Reports relating to the trustee, taken as
a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by the Annual Report;

     (3) To the best of my knowledge, and assuming the accuracy of the
statements required to be made or data required to be delivered by the Servicer
and Depositor (to the extent that such statements or data were received by the
Trustee and are relevant to the statements made by the Trustee in this Back-Up
Certification), the distribution and any other information required to be
provided by the Trustee (other than information provided by or on behalf of the
Servicer or the Depositor) to the Depositor and each Servicer under the Pooling
and Servicing Agreement for inclusion in the Reports is included in the Reports
and does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading; and

     (4) The report on assessment of compliance with servicing criteria for
asset-backed securities of the Trustee and its related attestation report on
assessment of compliance with servicing criteria required to be included in the
Annual Report in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
Any


                                      T-5-1

<PAGE>

Reference Number: FXNSC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 2 of 15


material instances of non-compliance are described in such report and have been
disclosed in the Annual Report.

                                        LaSalle Bank National Association,
                                        as Trustee


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

                                     T-5-2

<PAGE>

                                    EXHIBIT U

                                   [RESERVED]


                                       U-1

<PAGE>

                                    EXHIBIT V

                                   [RESERVED]


                                       V-1

<PAGE>

                                    EXHIBIT W

                                   [RESERVED]


                                       W-1

<PAGE>

                                    EXHIBIT X

                               FORM 8-K DISCLOSURE

<TABLE>
<CAPTION>
                Item on Form 8-K                         Party Responsible
                ----------------                  ------------------------------
<S>                                               <C>
Item 1.01- Entry into a Material Definitive       Depositor, Trustee, Servicer
Agreement

Item 1.02- Termination of a Material Definitive   Depositor, Trustee, Servicer
Depositor, Trustee, Servicer Agreement

Item 1.03- Bankruptcy or Receivership             Depositor

Item 2.04- Triggering Events that Accelerate or   Depositor
Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet
Arrangement

Item 3.03- Material Modification to Rights of     Depositor, Trustee
Security Holders

Item 5.03- Amendments of Articles of              Depositor
Incorporation or Bylaws; Change of Fiscal Year

Item 6.01- ABS Informational and Computational    Depositor
Material

Item 6.02- Change of Servicer or Trustee          Depositor, Trustee, Servicer

Item 6.03- Change in Credit Enhancement or        Depositor, Trustee
External Support

Item 6.04- Failure to Make a Required             Depositor, Trustee
Distribution

Item 6.05- Securities Act Updating Disclosure     Depositor

Item 7.01- Reg FD Disclosure                      Depositor

Item 8.01                                         Depositor

Item 9.01                                         Depositor
</TABLE>

To the extent no notice is provided to the Trustee of the events or information
as described above in this Exhibit X, the Trustee shall without further notice
conclude that there is no event or information to be reported.


                                      X-1
<PAGE>

                                    EXHIBIT Y

                             FORM OF 10-D DISCLOSURE

<TABLE>
<CAPTION>
ITEM   DESCRIPTION                                                       RESPONSIBLE PARTY
----   -----------                                                       -----------------
<S>    <C>                                                               <C>
1      DISTRIBUTION AND POOL PERFORMANCE INFORMATION

       Item 1121(a) - Distribution and Pool Performance Information

       (1) Any applicable record dates, accrual dates, determination     4.05 statement*
       dates for calculating distributions and actual distribution
       dates for the distribution period.

       (2) Cash flows received and the sources thereof for               4.05 statement
       distributions, fees and expenses.

       (3) Calculated amounts and distribution of the flow of funds      4.05 statement
       for the period itemized by type and priority of payment,
       including:

            (i) Fees or expenses accrued and paid, with an               4.05 statement
       identification of the general purpose of such fees and the
       party receiving such fees or expenses.

            (ii) Payments accrued or paid with respect to enhancement    4.05 statement
       or other support identified in Item 1114 of Regulation AB (such
       as insurance premiums or other enhancement maintenance fees),
       with an identification of the general purpose of such payments
       and the party receiving such payments.

            (iii) Principal, interest and other distributions            4.05 statement
       accrued and paid on the asset-backed securities by type and by
       class or series and any principal or interest shortfalls or
       carryovers.

            (iv) The amount of excess cashflow or excess spread and      4.05 statement
       the disposition of excess cashflow.

       (4) Beginning and ending principal balances of the                4.05 statement
       asset-backed securities.

       (5)Interest rates applicable to the pool assets and the           4.05 statement
       asset-backed securities, as applicable.  Interest rate
       information for pool assets in appropriate distributional
       groups and incremental ranges.

       (6)  Beginning and ending balances of transaction accounts,       4.05 statement
       such as reserve accounts, and material account activity during
       the period.

       (7)  Any amounts drawn on any credit enhancement or other         4.05 statement
       support identified in Item 1114 of Regulation AB, as
       applicable, and the amount of coverage remaining under any
       such enhancement, if known and applicable.

       (8)  Number and amount of pool assets at the beginning and        4.05 statement
       ending of each period, and updated pool composition
       information, including weighted average coupon, weighted          Pool composition
       average life, weighted average remaining term, pool factors       information fields may be
       and prepayment amounts.                                           updated as specified by
                                                                         Depositor from time to time.

       (9)  Delinquency and loss information for the period.             4.05 statement

       In addition, describe any material changes to the information     Form 10-D report: Servicer
       specified in Item 1100(b)(5) of Regulation AB regarding the
       pool assets.

       (10)  Information on the amount, terms and general purpose of     4.05 statement
       any advances made or reimbursed during the period, including
       the general use of funds
</TABLE>


                                       Y-1

<PAGE>

Reference Number: FXNSC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 2 of 15


<TABLE>
<S>    <C>                                                               <C>
       advanced and the general source of funds for reimbursements.

       (11)  Any material modifications, extensions or waivers to        4.05 statement
       pool asset terms, fees, penalties or payments during the
       distribution period or that have cumulatively become material
       over time.

       (12)  Material breaches of pool asset representations or          Form 10-D report: Servicer
       warranties or transaction covenants

       (13)  Information on ratio, coverage or other tests used for      4.05 statement
       determining any early amortization, liquidation or other
       performance trigger and whether the trigger was met.

       (14)  Information regarding any new issuance of asset-backed      Form 10-D report: Depositor
       securities backed by the same asset pool, 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 a
       prefunding or revolving period and pool asset substitutions
       and repurchases (and purchase rates, if applicable), and cash
       flows available for future purchases, such as the balances of
       any prefunding or revolving accounts, if applicable.
       Disclose any material changes in the solicitation,
       credit-granting, underwriting, origination, acquisition or
       pool selection criteria or procedures, as applicable, used to
       originate, acquire or select the new pool assets.

       Item 1121(b) - Pre-Funding or Revolving Period Information

       Updated pool information as required under Item 1121(b).          N/A

2      LEGAL PROCEEDINGS

       Item 1117 - Legal proceedings pending against the following       (i) all parties to the
       entities, or their respective property, that is material to       Pooling Agreement as to
       Certificateholders, including proceedings known to be             themselves, (ii) the
       contemplated by governmental authorities:                         Depositor, the Trustee and
       Sponsor                                                           the Servicer as to the
       Depositor                                                         Issuing Entity (in each
       Trustee                                                           case, to the extent any
       Issuing Entity                                                    such party has actual
       Originator                                                        knowledge of the
       Custodian                                                         proceedings), and (iii) the
                                                                         Depositor as to the
                                                                         Sponsor, any 1110(b)
                                                                         originator and any
                                                                         1110(d)(1) party.

3      SALES OF SECURITIES AND USE OF PROCEEDS

       Information from Item 2(a) of Part II of Form 10-Q:

       With respect to any sale of securities by the Sponsor,            Depositor
       Depositor or Issuing Entity that are backed by the same asset
       pool or are otherwise issued by the Issuing Entity, whether or
       not registered, provide the sales and use of proceeds
       information in Item 701 of Regulation S-K.  Pricing
       information may be omitted if securities were not registered.
</TABLE>

                                       Y-2

<PAGE>

Reference Number: FXNSC8532
LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust,
Series 2006-5
July 27, 2006
Page 3 of 15


<TABLE>
<S>    <C>                                                               <C>
4      DEFAULT UPON SENIOR SECURITIES

       Information from Item 3 of Part II Of Form 10-Q:

       Report the occurrence of any Event of Default (after              Trustee
       expiration of any grace period and provision of any required
       notice).

5      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       Information from Item 4 of Part II of Form 10-Q                   Trustee

6      SIGNIFICANT OBLIGORS OF POOL ASSETS

       Item 1112(b) - Significant Obligor Financial Information*         N/A

       *This information need only be reported on the Form 10-D for
       the distribution period in which updated information is
       required pursuant to the Item.

7      SIGNIFICANT ENHANCEMENT PROVIDER INFORMATION

       Item 1114(b)(2) - Credit Enhancement Provider Financial
       Information*                                                      Depositor
       Determining applicable disclosure threshold.                      Depositor
       Obtaining required financial information or effecting
       incorporation by reference.

       Item 1115(b) - Derivative Counterparty Financial Information*
       Determining current maximum probable exposure.                    Depositor
       Determining current significance percentage.                      Depositor
       Obtaining required financial information or effecting             Depositor
       incorporation by reference.

       *This information need only be reported on the Form 10-D for
       the distribution period in which updated information is
       required pursuant to the Items.

8      OTHER INFORMATION

       Disclose any information required to be reported on Form 8-K      The Responsible Party for
       during the period covered by the Form 10-D but not reported.      the applicable Form 8-K
                                                                         item.

9      EXHIBITS

       Distribution Report                                               Trustee

       Exhibits required by Item 601 of Regulation S-K, such as          Depositor
       material agreements.
</TABLE>

*    "4.05 statement" refers to the Statements to be prepared by the Trustee as
     described in Section 4.05 of the Pooling Agreement.

To the extent no notice is provided to the Trustee of the events or information
as described above in this Exhibit Y, the Trustee shall without further notice
conclude that there is no event or information to be reported.

                                       Y-3

<PAGE>

                                    EXHIBIT Z

                              FORM 10-K DISCLOSURE

<TABLE>
<CAPTION>
          Item on Form 10-K                         Party Responsible
          -----------------                         -----------------
<S>                                     <C>
Item 1B: Unresolved Staff Comments      Depositor

Item 9B:  Other Information             Any party responsible for disclosure
                                        items on Form 8-K

Item 15:  Exhibits, Financial           Depositor, Trustee
Statement Schedules

Additional Item:                        (i) All parties to the Pooling and
                                        Servicing Agreement (as to themselves),
Disclosure per Item 1117 of Reg AB      (ii) the Depositor, the Trustee and the
                                        Servicer as to the issuing entity (in
                                        each case, to the extent such party has
                                        actual knowledge), and (iii) the
                                        Depositor as to the sponsor, any 1110(b)
                                        originator and any 1100(d)(1) party

Additional Item:                        All parties to the Pooling and Servicing
Disclosure per Item 1119 of Reg AB      Agreement as to themselves, (ii) the
                                        Depositor as to the sponsor, originator,
                                        significant obligor, enhancement or
                                        support provider

Additional Item:                        N/A
Disclosure per Item 1112(b) of Reg AB


Additional Item:                        Depositor/Sponsor
Disclosure per Items 1114(b) and 1115
(b) of Reg AB
</TABLE>

To the extent no notice is provided to the Trustee of the events or information
as described above in this Exhibit Z, the Trustee shall without further notice
conclude that there is no event or information to be reported.

                                       Z-1

<PAGE>

                                   EXHIBIT Z-1

                       ADDITIONAL DISCLOSURE NOTIFICATION

**SEND VIA FAX [FAX NO.] AND VIA EMAIL TO [EMAIL ADDRESS] AND VIA OVERNIGHT MAIL
TO THE ADDRESS IMMEDIATELY BELOW**

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

LaSalle Bank National Association, as Trustee
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn: Global Securities and Trust Services- [DEAL NAME]--SEC REPORT PROCESSING

RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required

Ladies and Gentlemen:

     In accordance with Section [___] of the Pooling and Servicing Agreement,
dated as of July 1, 2006, among Litton Servicing LP, as Servicer, Merrill Lynch
Mortgage Investors, Inc., as Depositor, and LaSalle Bank National Association,
as Trustee, the undersigned, as [___], hereby notifies you that certain events
have come to our attention that [will] [may] need to be disclosed on Form
[10-D][10-K][8-K].

     Description of Additional Form [10-D][10-K][8-K] Disclosure:

     List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:

     Any inquiries related to this notification should be directed to [______],
phone number: [_________]; email address: [____________].

                                        [NAME OF PARTY],
                                        as [role]


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

                                      Z-1-1