Exhibit 99.1 MORTGAGE LOAN PURCHASE AGREEMENT

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Exhibit 99.1

MORTGAGE LOAN PURCHASE AGREEMENT

between

MERRILL LYNCH MORTGAGE LENDING, INC.
as Seller

and

MERRILL LYNCH MORTGAGE INVESTORS, INC.
as Purchaser

relating to the Mortgage Loans originated by Mortgage Lenders Network USA, Inc.
and included in

Merrill Lynch Mortgage Investors Trust, Series 2007-MLN1

Dated as of

April 1, 2007

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<TABLE>
<S> <C>
Section 1. Definitions............................................ 1
Section 2. Purchase and Sale of the Mortgage Loans and Related
Rights.............................................. 5
Section 3. Mortgage Loan Schedule................................. 5
Section 4. Mortgage Loan Transfer................................. 5
Section 5. Examination of Mortgage Files.......................... 7
Section 6. Sale Treatment......................................... 9
Section 7. Representations and Warranties of Seller Concerning
the Mortgage Loans.................................. 10
Section 8. Representations and Warranties Concerning the Seller... 22
Section 9. Representations and Warranties Concerning the
Purchaser........................................... 23
Section 10. Conditions to Closing.................................. 24
Section 11. Notices................................................ 26
Section 12. Transfer of Mortgage Loans............................. 26
Section 13. Representations, Warranties and Agreements to
Survive Delivery.................................... 26
Section 14. Mandatory Delivery; Grant of Security Interest......... 27
Section 15. Severability........................................... 27
Section 16. Counterparts........................................... 27
Section 17. Amendment.............................................. 28
Section 18. GOVERNING LAW.......................................... 28
Section 19. Further Assurances..................................... 28
Section 20. Successors and Assigns................................. 28
Section 21. The Seller............................................. 28
Section 22. Entire Agreement....................................... 28
Section 23. No Partnership......................................... 29

EXHIBIT 1 MORTGAGE LOAN SCHEDULE INFORMATION..................... E-1-1
EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE......................... E-2-1
EXHIBIT 3 [RESERVED]............................................. E-3-1

SCHEDULE A MORTGAGE LOAN SCHEDULE................................. Sch. A-1
</TABLE>


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MORTGAGE LOAN PURCHASE AGREEMENT

MORTGAGE LOAN PURCHASE AGREEMENT, dated as of April 1, 2007 (the
"Agreement"), by and between MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware
corporation having an office at 250 Vesey Street, 4 World Financial Center, 10th
Floor, New York, New York 10080 (the "Seller"), and MERRILL LYNCH MORTGAGE
INVESTORS, INC., a Delaware corporation having an office at 250 Vesey Street, 4
World Financial Center, 10th Floor, New York, New York 10080 (the "Purchaser").

Upon the terms and subject to the conditions of this Agreement, the Seller
agrees to sell, and the Purchaser agrees to purchase, certain first and second
lien, fixed-and adjustable-rate mortgage loans secured by one- to four-family
residences originated by Mortgage Lenders Network USA, Inc. (collectively, the
"Mortgage Loans") as described herein. The Purchaser intends to deposit the
Mortgage Loans into a trust fund (the "Trust Fund" or the "Issuing Entity") and
create the Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed
Certificates, Series 2007-MLN1 (the "Certificates"), under a pooling and
servicing agreement, to be dated as of April 1, 2007 (the "Pooling and Servicing
Agreement"), by and among the Purchaser, as depositor, Deutsche Bank National
Trust Company, as trustee (the "Trustee"), and Wilshire Credit Corporation, as
servicer (the "Servicer").

The Purchaser has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (Number 333-140436) relating
to its Mortgage Asset-Backed Certificates and the offering of certain series
thereof (including certain classes of the Certificates) from time to time in
accordance with Rule 415 under the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder (the "Securities
Act"). Such registration statement, when it became effective under the
Securities Act, and the prospectus, dated March 22, 2007, relating to the public
offering of certain classes of the Certificates by the Purchaser (the "Public
Offering"), as from time to time each is amended or supplemented pursuant to the
Securities Act or otherwise, are referred to herein as the "Registration
Statement" and the "Prospectus," respectively. The "Prospectus Supplement" shall
mean that supplement, dated April 25, 2007 to the Prospectus relating to certain
classes of the Certificates. With respect to the Public Offering of certain
classes of the Certificates, the Purchaser and Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") have entered into a terms agreement dated
as of April 24, 2007 to an underwriting agreement, dated February 28, 2003,
between the Purchaser and Merrill Lynch (together, the "Underwriting
Agreement").

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

Section 1. Definitions.

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

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

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

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

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

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

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

Certificates: Shall mean the Class A-1 Certificates, the Class A-2A
Certificates, the Class A-2B Certificates, the Class A-2C Certificates, the
Class A-2D Certificates, the Class R Certificates, the Class M-1 Certificates,
Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates,
the Class M-5 Certificates, the Class M-6 Certificates, the Class B-1
Certificates, the Class B-2 Certificates, the Class B-3 Certificates, the Class
C Certificates and the Class P Certificates issued pursuant to the Pooling and
Servicing Agreement.

Closing Date: April 26, 2007.

Cut-off Date Balance: $1,396,358,497.62.

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

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

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


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

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

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

FNMA: Federal National Mortgage Association or any successor thereto.

Group One Mortgage Loan: A Mortgage Loan identified on the Mortgage Loan
Schedule as a Group One Mortgage Loan.

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

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

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

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

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

MIN: The Mortgage Identification Number for any MERS Loan.

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

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

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

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

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

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


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

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

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

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

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

Origination Date: The date on which a Mortgage Loan funded as set out on
the Mortgage Loan Schedule.

Originator: Mortgage Lenders Network USA, Inc.

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

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

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

Purchase Price: With respect to any Mortgage Loan required to be purchased
by the Seller pursuant to the applicable provisions of this Agreement, an amount
equal to the sum of (i) 100% of the principal remaining unpaid on sum of (i)
100% of the unpaid principal balance of the Mortgage Loan as of the date of such
purchase together with any unreimbursed Servicing Advances, (ii) accrued
interest thereon at the applicable Mortgage Rate from (a) the date through which
interest was last paid by the Mortgagor to (b) the Due Date in the month in
which the Purchase Price is to be distributed to Certificateholders and (iii)
any unreimbursed costs, penalties and/or damages incurred by the Issuing Entity
in connection with any violation relating to such Mortgage Loan of any predatory
or abusive lending law.

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


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

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

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

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

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

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

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

(a) Upon satisfaction of the conditions set forth in Section 10
hereof, the Seller agrees to sell, and the Purchaser agrees to purchase Mortgage
Loans having an aggregate Cut-off Date Balance of $1,396,358,497.62.

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

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

Section 3. Mortgage Loan Schedule.

The Seller agrees to provide to the Purchaser as of the Closing Date the
Mortgage Loan Schedule. The Mortgage Loan Schedule shall be delivered to the
Purchaser on the Closing Date, shall be attached to this Agreement on the
Closing Date by the parties hereto and shall be in form and substance mutually
agreed to by the Seller and the Purchaser.

Section 4. Mortgage Loan Transfer.

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


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Seller will be entitled to all scheduled payments of principal and interest on
the Mortgage Loans due on or before the Cut-off Date (including payments
collected after the Cut-off Date) and all payments thereof other than scheduled
principal and interest on the Mortgage Loans received on or before the Cut-off
Date. Such principal amounts and any interest thereon belonging to the Seller as
described above will not be included in the aggregate outstanding principal
balance of the Mortgage Loans as of the Cut-off Date as set forth on the
Mortgage Loan Schedule.

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

(A) The original Mortgage Note endorsed in blank or, "Pay to the order of
Deutsche Bank National Trust Company, as trustee for the Merrill Lynch Mortgage
Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2007-MLN1,
without recourse" together with all riders thereto. The Mortgage Note shall
include all intervening endorsements showing a complete chain of the title from
the originator of the Mortgage Loan to [___________________].

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

(C) In the case of each Mortgage Loan that is not a MERS Loan, the original
Assignment of each Mortgage in blank or, to "Deutsche Bank National Trust
Company, as trustee for the Merrill Lynch Mortgage Investors Trust, Mortgage
Loan Asset-Backed Certificates, Series 2007-MLN1."

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

(E) Originals of any intervening assignments of the Mortgage, with evidence
of recording thereon (if necessary to show the complete chain of title from the
originator of the Mortgage Loan to the mortgagee of record as of the Closing
Date) or, if the original intervening assignment has not yet been returned from
the recording office, a copy of such assignment


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certified to be a true copy of the original of the assignment which has been
sent for recording in the appropriate jurisdiction in which the Mortgaged
Property is located.

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

(G) If in connection with any Mortgage Loan, the Purchaser cannot deliver
the Mortgage, Assignments of Mortgage or assumption, consolidation or
modification, as the case may be, with evidence of recording thereon, if
applicable, concurrently with the execution and delivery of this Agreement
solely because of a delay caused by the public recording office where such
Mortgage, Assignments of Mortgage or assumption, consolidation or modification,
as the case may be, has been delivered for recordation, the Purchaser shall
deliver or cause to be delivered to the Trustee or a 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 Purchaser shall deliver or cause to be delivered to
the Trustee or a 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 Purchaser shall make or cause to be made
such endorsement.

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

Section 5. Examination of Mortgage Files.

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

(b) Except as set forth in the exception report delivered
contemporaneously herewith (the "Exception Report"), the Trustee (or the
applicable Custodian on its behalf)


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

(c) The Trustee (or the applicable Custodian on its behalf) agrees,
for the benefit of the Purchaser and the Certificateholders to review each
Mortgage File delivered to it within sixty (60) days after the Closing Date. The
Trustee or the applicable Custodian on its behalf will ascertain and to certify,
within seventy (70) days of the Closing Date, to the Purchaser and the Servicer
that all documents required by Section 4 (A)-(B), (C) (if applicable), and
(D)-(E), and the documents if actually received by it, under Section 4 (F), have
been executed and received, and that such documents relate to the Mortgage Loans
that have been conveyed to it. It is herein acknowledged that, in conducting
such review, neither the Trustee nor any Custodian shall 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 applicable Custodian on its behalf) 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 applicable Custodian on its behalf) shall promptly (and in
any event within no more than five Business Days) after such finding so notify
the Servicer, the Seller and the Purchaser. In addition, the Trustee (or the
applicable Custodian on its behalf) shall also notify the Servicer, the Seller
and the Purchaser if the original Mortgage with evidence of recording thereon
with respect to a Mortgage Loan is not received within seventy (70) days of the
Closing Date; if it has not been received because of a delay caused by the
public recording office where such Mortgage has been delivered for recordation,
the Purchaser shall deliver or cause to be delivered to the Trustee and its
Custodian written notice stating that such Mortgage has been delivered to the
appropriate public recording office for recordation and thereafter the Purchaser
shall deliver or cause to be delivered such Mortgage with evidence of recording
thereon upon receipt thereof from the public recording office. The Trustee (or
the applicable Custodian on its behalf) shall request that the Seller correct or
cure such omission, defect or other irregularity, or substitute a Mortgage Loan
pursuant to the provisions of Section 5(c), within ninety (90) days from the
date the Seller was notified of such omission or defect and, if the Seller does
not correct or cure such omission or defect within such period, that the Seller
purchase such Mortgage Loan from the Issuing Entity within ninety (90) days from
the date the Trustee (or the applicable Custodian on its behalf) notified the
Seller of such omission, defect or other irregularity at the Purchase Price of
such Mortgage Loan.

The Purchase Price for any Mortgage Loan purchased pursuant to this Section
5(c) shall be paid to the Servicer and deposited by the Servicer in the
Collection Account promptly upon receipt, and upon receipt by the Trustee of
written notification of such deposit signed by a Servicing Officer or receipt of
such deposit by the Trustee (or the applicable Custodian on its behalf), upon
receipt of a Request for Release and certification of the Servicer of such
required


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deposit, shall promptly release to the Seller the related Mortgage File and the
Trustee shall execute and deliver such instruments of transfer or assignment,
without recourse, as shall be requested by the Seller and necessary to vest in
the Seller or its designee, as the case may be, any Mortgage Loan released
pursuant hereto, and neither the Trustee nor the applicable Custodian shall have
any further responsibility with regard to such Mortgage Loan. It is understood
and agreed that the obligation of the Seller to purchase, cure or substitute any
Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to the Purchaser and the Trustee on behalf of
Certificateholders.

Neither the Trustee nor the applicable Custodian shall be under any duty or
obligation to inspect, review and examine such documents, instruments,
certificates or other papers to determine that they are genuine, enforceable,
recordable, duly authorized, sufficient, legal, valid or appropriate to the
represented purpose, or that they have actually been recorded, or that they are
other than what they purport to be on their face. The Trustee (or the applicable
Custodian on its behalf) shall keep confidential the name of each Mortgagor
except as required for the performance of this Agreement and the Trustee (or the
applicable Custodian on its behalf) 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 applicable Custodian on its behalf)
from sources other than the other parties hereto, (ii) disclosure of any and all
information (A) if required to do so by any applicable law, rule or regulation,
(B) to any government agency or regulatory body having or claiming authority to
regulate or oversee any aspects of the business of the Trustee (or the
applicable Custodian on its behalf) or that of any Affiliate, (C) pursuant to
any subpoena, civil investigation demand or similar demand or request of any
court, regulatory authority, arbitrator or arbitration to which the Trustee (or
the applicable Custodian on its behalf) 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 applicable Custodian on its behalf) having a need to know the same, provided
that the Trustee advises such recipient of the confidential nature of the
information being disclosed, or (iii) any other disclosure authorized by the
Purchaser.

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

Section 6. Sale Treatment.

(a) [Reserved.]

(b) It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans by the Seller to the Purchaser, as contemplated by this
Agreement be, and be treated as, a sale. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans by the
Seller to the Purchaser to secure a debt or other obligation of the Seller.
However, in the event that, notwithstanding the intent of the parties,


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the Mortgage Loans are held by a court of competent jurisdiction to continue to
be property of the Seller, then (i) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the applicable
Uniform Commercial Code; (ii) the transfer of the Mortgage Loans provided for
herein shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in
accordance with the terms thereof and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, to the extent the Purchaser would otherwise be entitled to own such
Mortgage Loans and proceeds pursuant to Section 4 hereof, including all amounts,
other than investment earnings, from time to time held or invested in any
accounts created pursuant to the Pooling and Servicing Agreement, whether in the
form of cash, instruments, securities or other property; (iii) the possession by
the Purchaser or the Trustee of Mortgage Notes and such other items of property
as constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "possession by the secured party" for purposes of perfecting the
security interest pursuant to Section 9-305 (or comparable provision) of the
applicable Uniform Commercial Code; and (iv) notifications to persons holding
such property, and acknowledgments, receipts or confirmations from persons
holding such property, shall be deemed notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents (as
applicable) of the Purchaser for the purpose of perfecting such security
interest under applicable law. Any assignment of the interest of the Purchaser
pursuant to any provision hereof or pursuant to the Pooling and Servicing
Agreement shall also be deemed to be an assignment of any security interest
created hereby. The Seller and the Purchaser shall, to the extent consistent
with this Agreement, take such actions as may be reasonably necessary to ensure
that, if this Agreement were deemed to create a security interest in the
Mortgage Loans, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Pooling and Servicing Agreement.

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

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

(1) There are no defaults in complying with the terms of the Mortgage
as they relate to the holder thereof, and all taxes, governmental assessments,
insurance premiums, water, sewer and municipal charges, leasehold payments or
ground rents or other outstanding charges affecting the Mortgaged Property which
previously became due and owing have been paid, or escrow funds have been
established in an amount sufficient to pay for every such escrowed item which
remains unpaid and which has been assessed but is not yet due and payable. There
exist no deficiencies with respect to escrow deposits and payments, if escrows
are required, for which customary arrangements for repayment thereof have not
been made, and other than in connection with a modification or work-out
agreement contained in the Mortgage File, no escrow deficits or payments of
other charges or payments have been capitalized under the Mortgage or the
applicable Mortgage Note;


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(2) The Seller has not, and to the Seller's knowledge, neither the
Servicer nor any prior holder of any Mortgage Loan has waived, altered or
modified the Mortgage or Mortgage Note (except that a Mortgage Loan may have
been modified by a written instrument (a copy of which is in the Mortgage File
and the terms of which are reflected on the Mortgage Loan Schedule) which has
been recorded or is in the process of being recorded, if necessary to protect
the validity and first priority lien of the owner of such Mortgage Loan; the
substance of any such waiver, alteration or modification has been approved by
the issuer of any title insurance policy, to the extent required by the related
policies); satisfied, canceled, rescinded or subordinated such Mortgage in whole
or in part; released the applicable Mortgaged Property in whole or in part from
the lien of such Mortgage; or executed any instrument of cancellation,
rescission or satisfaction with respect thereto. No instrument of release or
waiver has been executed in connection with any Mortgage Loan, and no Mortgagor
has been released, in whole or in part from its obligations in connection with a
Mortgage Loan;

(3) The Mortgage Note and the Mortgage are not subject to any valid
right of rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note and the
Mortgage, or the exercise of any right thereunder, render the Mortgage
unenforceable (subject to bankruptcy, insolvency, moratorium, reorganization and
similar laws or by equitable principles affecting the enforceability of the
rights of creditors, including those respecting the availability of specific
performance), in whole or in part, and to the Seller's knowledge no such right
of rescission, set-off, counterclaim or defense has been asserted with respect
thereto;

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

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


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

(7) The related Mortgage is properly recorded and is a valid, existing
and enforceable first lien and first priority security interest