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

                                   Dated as of

                                   March 1, 2007

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                                TABLE OF CONTENTS

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SECTION 1     DEFINITIONS.................................................      1
SECTION 2     PURCHASE AND SALE OF THE MORTGAGE LOANS AND RELATED RIGHTS..      3
SECTION 3     MORTGAGE LOAN SCHEDULES.....................................      4
SECTION 4     MORTGAGE LOAN TRANSFER......................................      4
SECTION 5     EXAMINATION OF MORTGAGE FILES...............................      5
SECTION 6     RECORDATION OF ASSIGNMENTS OF MORTGAGE......................      7
SECTION 7     REPRESENTATIONS AND WARRANTIES OF SELLER CONCERNING THE
             MORTGAGE LOANS..............................................      8
SECTION 8     REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER........     11
SECTION 9     REPRESENTATIONS AND WARRANTIES CONCERNING THE PURCHASER.....     12
SECTION 10    CONDITIONS TO CLOSING.......................................     13
SECTION 11    FEES AND EXPENSES...........................................     15
SECTION 12    ACCOUNTANTS' LETTERS........................................     16
SECTION 13    INDEMNIFICATION.............................................     16
SECTION 14    NOTICES.....................................................     18
SECTION 15    TRANSFER OF MORTGAGE LOANS..................................     18
SECTION 16    TERMINATION.................................................     19
SECTION 17    REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
             DELIVERY....................................................     19
SECTION 18    MANDATORY DELIVERY; GRANT OF SECURITY INTEREST..............     19
SECTION 19    SEVERABILITY................................................     20
SECTION 20    COUNTERPARTS................................................     20
SECTION 21    AMENDMENT...................................................     20
SECTION 22    GOVERNING LAW...............................................     20
SECTION 23    FURTHER ASSURANCES..........................................     20
SECTION 24    SUCCESSORS AND ASSIGNS......................................     20
SECTION 25    THE SELLER..................................................     21
SECTION 26    ENTIRE AGREEMENT............................................     21
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SECTION 27    NO PARTNERSHIP..............................................     21
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                             EXHIBITS AND SCHEDULE TO
                        MORTGAGE LOAN PURCHASE AGREEMENT

Exhibit 1     Contents of Mortgage File
Exhibit 2     Contents of Final Mortgage File
Exhibit 3     Mortgage Loan Schedule Information
Exhibit 4     Seller's Information
Exhibit 5     Purchaser's Information
Exhibit 6     Schedule of Lost Notes
Exhibit 7     S&P Appendix
Schedule A    Required Ratings For Each Class of Certificates
Schedule B    Schedule of Assigned Agreements


                                        ii

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                        MORTGAGE LOAN PURCHASE AGREEMENT

          MORTGAGE LOAN PURCHASE AGREEMENT, dated as of March 1, 2007 (the
"Agreement"), by and between MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware
corporation (the "Seller"), and MERRILL LYNCH MORTGAGE INVESTORS, INC., a
Delaware corporation (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 lien,
adjustable-rate mortgage loans secured by one- to four-family residences,
townhouses, individual condominiums, co-op units and units in planned unit
developments (collectively, the "Mortgage Loans") as described herein. The
Purchaser intends to deposit the Mortgage Loans into a trust fund (the "Trust
Fund") and create Merrill Lynch Mortgage Backed Securities Trust, Series 2007-1
Mortgage Pass-Through Certificates, under a pooling and servicing agreement,
dated as of March 1, 2007 (the "Pooling and Servicing Agreement"), by and among
the Purchaser, as depositor, HSBC Bank USA, National Association, as trustee
(the "Trustee") and Wells Fargo Bank, N.A., as master servicer and securities
administrator (the "Master Servicer" and "Securities Administrator").

           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 Pass-Through 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 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 March 28, 2007, to the Prospectus, dated March 22, 2007,
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 March 27, 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:

          Certificates: The Class I-A-1, Class I-A-2, Class II-A-1, Class
II-A-2, Class A-R, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
B-3 and Class P Certificates issued pursuant to the Pooling and Servicing
Agreement.

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           Closing Date: March 30, 2007.

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

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

          Cut-off Date: March 1, 2007.

          Cut-off Date Balance: $453,680,470.

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

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

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

          Fitch: Fitch, Inc.

          Freddie Mac: The Federal Home Loan Mortgage Corporation of any
successor thereto.

          Master Servicer: Wells Fargo Bank, N.A.

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

          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 referred to in Exhibit 1 and Exhibit 2
pertaining to a particular Mortgage Loan and any additional documents required
to be added to such documents pursuant to this Agreement.

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

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

          Net Rate: For each Mortgage Loan, the Mortgage Interest Rate for such
Mortgage Loan less the Master Servicing Fee Rate.

          Offered Certificates: The Class I-A-1, Class I-A-2, Class II-A-1,
Class II-A-2, Class A-R, Class M-1, Class M-2 and Class M-3 Certificates offered
pursuant to the Prospectus


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and the Prospectus Supplement.

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

          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.

          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 such
Mortgage Loan as of the date of purchase (including if a foreclosure has already
occurred, the principal balance of the related Mortgage Loan at the time the
Mortgaged Property was acquired), (ii) accrued and unpaid interest thereon at
the Mortgage Interest Rate through and including the last day of the month of
purchase and (iii) any costs and damages incurred by the Issuing Entity in
connection with any violation by such Mortgage Loan of any predatory or
abusive-lending law.

          Rating Agencies: S&P and Fitch, each a "Rating Agency".

          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.

          Security: As used herein, the term shall refer to the Trust Fund and
the Certificates created thereby.

          Substitute Mortgage Loan: A mortgage loan substituted for a Deleted
Mortgage Loan which must meet on the date of such substitution the requirements
stated herein and in the Pooling and Servicing Agreement; upon such
substitution, such mortgage loan shall be a "Mortgage Loan" hereunder.

          Value: The value of the Mortgaged Property at the time of origination
of the related Mortgage Loan, such value being the lesser of (i) the value of
such property set forth in an appraisal accepted by the Originator or (ii) the
sales price of such property at the time of origination.

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 $453,680,470.

     (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.


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     (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 Offered Certificates plus accrued interest in immediately available funds
by wire transfer to such account or accounts as shall be designated by the
Seller and (ii) deliver to the Seller the Class B and Class P Certificates.

     (d) In addition to the foregoing, on the Closing Date the Seller assigns to
the Purchaser without recourse all of its right, title and interest in the
agreements listed on Schedule B.

Section 3 Mortgage Loan Schedules

          The Seller agrees to provide to the Purchaser as of the date hereof a
preliminary listing of the Mortgage Loans (the "Preliminary Mortgage Loan
Schedule") setting forth the information listed on Exhibit 3 to this Agreement
with respect to each of the Mortgage Loans being sold by the Seller. If there
are changes to the Preliminary Mortgage Loan Schedule, the Seller shall provide
to the Purchaser as of the Closing Date a final schedule (the "Final Mortgage
Loan Schedule") setting forth the information listed on Exhibit 3 to this
Agreement with respect to each of the Mortgage Loans being sold by the Seller to
the Purchaser. The Final Mortgage Loan Schedule shall be delivered to the
Purchaser on the Closing Date and shall be in form and substance mutually agreed
to by the Seller and the Purchaser. If there are no changes to the Preliminary
Mortgage Loan Schedule, the Preliminary Mortgage Loan Schedule shall be the
Final Mortgage Loan Schedule for all purposes hereof.

Section 4 Mortgage Loan Transfer

     (a) 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 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 Final Mortgage Loan Schedule.

     (b) Pursuant to various conveyancing documents to be executed on the
Closing Date and 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 by the
Closing Date or such later date as is agreed to by the Purchaser and the Seller
(each of the Closing Date and such later date is referred to as a "Mortgage File
Delivery Date"), the items of each Mortgage File, provided, however, that in
lieu of the foregoing, the Seller may deliver the following documents, under the
circumstances set forth below: (x) in lieu of the original Mortgage, assignments
to the Trustee or intervening assignments thereof which have been delivered, are
being delivered or will upon receipt of recording information relating to the
Mortgage required to


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be included thereon, be delivered to recording offices for recording and have
not been returned in time to permit their delivery as specified above, the
Seller may deliver a true copy thereof with a certification by the Seller or the
applicable originator, on the face of such copy, substantially as follows:
"Certified to be a true and correct copy of the original, which has been
transmitted for recording;" (y) in lieu of the Mortgage, assignments to the
Trustee or intervening assignments thereof, if the applicable jurisdiction
retains the originals of such documents or if the originals are lost (in each
case, as evidenced by a certification from the Seller to such effect), the
Seller may deliver photocopies of such documents containing an original
certification by the judicial or other governmental authority of the
jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage
Notes relating to the Mortgage Loans, each identified in the list delivered by
the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit
6 the Seller may deliver lost note affidavits and indemnities of the Seller; and
provided further, however, that in the case of Mortgage Loans which have been
prepaid in full after the Cut-off Date and prior to the Closing Date, the
Seller, in lieu of delivering the above documents, may deliver to the Trustee a
certification by the Seller to such effect. The Seller shall deliver such
original documents (including any original documents as to which certified
copies had previously been delivered) or such certified copies to the Trustee
promptly after they are received. The Seller shall cause the Mortgage and
intervening assignments, if any, and the assignment of the Mortgage to be
recorded not later than 180 days after the Closing Date, or, in lieu of such
assignments, shall provide an Opinion of Counsel pursuant to Section 6(a) hereof
to the effect that the recordation of such assignment is not necessary to
protect the Trustee's interest in the related Mortgage Loan. Upon the request of
the Purchaser, the Seller will assist the Purchaser in effecting the assignment
referred to above.

     (c) The Seller and the Purchaser acknowledge hereunder that all of the
Mortgage Loans and the related servicing will ultimately be assigned to HSBC
Bank USA, National Association, as Trustee for the Certificateholders, on the
date hereof.

Section 5 Examination of Mortgage Files

     (a) On or before the Mortgage File Delivery 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 Seller and/or the Custodian. 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


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investors or potential investors to conduct such due diligence as any such party
reasonably believes is appropriate.

     (b) Pursuant to the Pooling and Servicing Agreement, on the Closing Date
the Trustee (or the Custodian), for the benefit of the Certificateholders, will
review items of the Mortgage Files as set forth on Exhibit 1 and will deliver to
the Seller a certification in the form attached as Exhibit One to the Custodial
Agreement.

     (c) Pursuant to the Pooling and Servicing Agreement, the Trustee or the
Custodian, as its agent, will review the Mortgage Files within 180 days of the
Closing Date and will deliver to the Purchaser a final certification
substantially in the form of Exhibit Two to the Custodial Agreement. If the
Trustee or the Custodian, as its agent, is unable to deliver a final
certification with respect to the items listed in Exhibit 2 due to any document
that is missing, has not been executed, is unrelated, determined on the basis of
the Mortgagor name, original principal balance and loan number, to the Mortgage
Loans identified in the Final Mortgage Loan Schedule (a "Material Defect"), the
Trustee or the Custodian, as its agent, shall notify the Seller of such Material
Defect. The Seller shall correct or cure any such Material Defect within 90 days
from the date of notice from the Trustee or the Custodian, as applicable, of the
Material Defect and if the Seller does not correct or cure such Material Defect
within such period and such defect materially and adversely affects the
interests of the Certificateholders in the related Mortgage Loan, the Seller
will, in accordance with the terms of the Pooling and Servicing Agreement,
within 90 days of the date of notice, provide the Trustee with a Substitute
Mortgage Loan (if within two years of the Closing Date) or purchase the related
Mortgage Loan at the applicable Purchase Price; provided, however, that if such
defect relates solely to the inability of the Seller to deliver the original
security instrument or intervening assignments thereof, or a certified copy
because the originals of such documents, or a certified copy, have not been
returned by the applicable jurisdiction, the Seller shall not be required to
purchase such Mortgage Loan if the Seller delivers such original documents or
certified copy promptly upon receipt, but in no event later than 360 days after
the Closing Date. The foregoing repurchase obligation shall not apply in the
event that the Seller cannot deliver such original or copy of any document
submitted for recording to the appropriate recording office in the applicable
jurisdiction because such document has not been returned by such office;
provided that the Seller shall instead deliver a recording receipt of such
recording office or, if such receipt is not available, a certificate of the
Seller confirming that such documents have been accepted for recording, and
delivery to the Trustee or the Custodian, as its agent, shall be effected by the
Seller within thirty days of its receipt of the original recorded document.

     (d) At the time of any substitution, the Seller shall deliver or cause to
be delivered the Substitute Mortgage Loan, the related Mortgage File and any
other documents and payments required to be delivered in connection with a
substitution pursuant to the Pooling and Servicing Agreement. At the time of any
purchase or substitution, the Trustee shall (i) assign to the Seller and release
or cause the Custodian, as its agent, to release the documents (including, but
not limited to, the Mortgage, Mortgage Note and other contents of the Mortgage
File) in the possession of the Trustee or the Custodian relating to the Deleted
Mortgage Loan and (ii) execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be necessary to vest in the
Seller title to such Deleted Mortgage Loan.


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Section 6 Recordation of Assignments of Mortgage

     (a) The Seller need not cause to be recorded any assignment which relates
to a Mortgage Loan in any jurisdiction; provided, however, each assignment of
Mortgage shall be submitted for recording by the Seller, at no expense to the
Issuing Entity or Trustee, upon the earliest to occur of (i) reasonable
direction by the Holders of Certificates evidencing, in the aggregate, not less
than 25% of the Voting Rights, (ii) the occurrence of an Event of Default with
respect to the Master Servicer (upon instruction of the Seller), (iii) the
occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller or
(iv) with respect to any one assignment of Mortgage, the occurrence of a
bankruptcy, insolvency or foreclosure relating to the Mortgagor under the
related Mortgage.

          While each such Mortgage or assignment is being recorded, if
necessary, the Seller shall leave or cause to be left with the Trustee a
certified copy of such Mortgage or assignment. All customary recording fees and
reasonable expenses relating to the recordation of the assignments of mortgage
to the Trustee shall be borne by the Seller.

     (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, 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


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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.

          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:

     (a) the information set forth in the Mortgage Loan Schedule hereto is true
and correct in all material respects;

     (b) immediately prior to the transfer to the Purchaser, the Seller was the
sole owner of beneficial title and holder of each Mortgage and Mortgage Note
relating to the Mortgage Loans and is conveying the same free and clear of any
and all liens, claims, encumbrances, participation interests, equities, pledges,
charges or security interests of any nature and the Seller has full right and
authority to sell or assign the same pursuant to this Agreement;

     (c) no selection procedure reasonably believed by the Seller to be adverse
to the interests of the Certificateholders was utilized in selecting the
Mortgage Loans;

     (d) each Mortgage Loan constitutes a "qualified mortgage" under Section
860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1);

     (e) no Mortgage Loan is in foreclosure;

     (f) no Mortgage Loan provides for interest other than at either (i) a
single fixed rate in effect throughout the term of the Mortgage Loan or (ii) a
"variable rate" (within the meaning of Treas. Reg. Section 1.860G-1(a)(3)) in
effect throughout the term of the Mortgage Loan;

     (g) the Seller would not, based on the delinquency status of the Mortgage
Loans, institute foreclosure proceedings with respect to any of the Mortgage
Loans prior to the next scheduled payment for such Mortgage Loan;

     (h) the information set forth under the captions "Description of the
Mortgage Pools--General" and "Description of the Mortgage Pools--Tabular
Characteristics of the Mortgage Loans" and in Annex II of the Prospectus
Supplement is true and correct in all material respects;

     (i) as of the Cut-off Date, no Mortgage Loan is more than 30 days past due.
The Seller has not advanced funds, or induced, solicited or knowingly received
any advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required by the
Mortgage Note or Mortgage;

     (j) to the best of the Seller's knowledge, there are no delinquent taxes,
ground rents, water charges, sewer rents, assessments, insurance premiums,
leasehold payments, including assessments payable in future installments or
other outstanding charges affecting the related Mortgaged Property;


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     (k) to the best of the Seller's knowledge, there is no default, breach,
violation or event of acceleration existing under the Mortgage or the Mortgage
Note and no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration, and the Seller has not waived any default,
breach, violation or event of acceleration;

     (l) to the best of the Seller's knowledge, the Mortgaged Property is free
of damage and waste and there is no proceeding pending for the total or partial
condemnation thereof;

     (m) to the best of the Seller's knowledge, the Mortgaged Property is
lawfully occupied under applicable law at time of origination; all inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of occupancy,
have been made or obtained from the appropriate authorities;

     (n) all requirements of any federal, state or local law (including usury,
truth in lending, real estate settlement procedures, consumer credit protection,
equal credit opportunity, disclosure or recording, predatory and abusive lending
laws) applicable to the origination and servicing of such Mortgage Loan have
been complied with in all material respects;

     (o) to the best of the Seller's knowledge, as of the date of transfer of
the Mortgage Loans, there is no mechanics' lien or claim for work, labor or
material affecting the Mortgaged Property except those which are insured against
by the title insurance policy;

     (p) to the best of the Seller's knowledge, as of the date of the transfer
of the Mortgage Loans to the Purchaser, there is no valid offset, defense or
counterclaim to any Mortgage Note or Mortgage;

     (q) to the best of the Seller's knowledge, as of the date of closing, the
physical property subject to any Mortgage is free of material damage and is in
good repair;

     (r) at the time of origination, no improvement located on or being part of
the Mortgaged Property was in violation of any applicable zoning and subdivision
laws or ordinances;

     (s) each Mortgage Loan is and will be a mortgage loan arising out of the
related originator's practice in accordance with the related originator's
underwriting guidelines. The Seller has no knowledge of any fact that should
have led it to expect at the time of the initial creation of an interest in the
Mortgage Loan that such Mortgage Loan would not be paid in full when due;

     (t) each original Mortgage has been recorded or is in the process of being
recorded in the appropriate jurisdictions wherein such recordation is required
to perfect the lien thereof for the benefit of the trust;

     (u) the related Mortgage File contains each of the documents and
instruments specified;


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     (v) each Mortgage Loan is being serviced according to the related
Servicer's guidelines;

     (w) the Mortgage Note and the Mortgage have not been impaired, altered or
modified in any material respect, except by a written instrument which has been
recorded or is in the process of being recorded;

     (x) a lender's title policy or binder, or other assurance of title
insurance customary in a form acceptable to Fannie Mae or Freddie Mac was issued
at origination and each policy or binder is valid and remains in full force and
effect;

     (y) none of the Mortgage Loans are secured by a leasehold interest;

     (z) There is no mortgage loan in the trust that was originated on or after
October 1, 2002 and before March 7, 2003, which is secured by property located
in the State of Georgia. There is no mortgage loan in the trust that was
originated on or after March 7, 2003, which is a "high cost home loan" as
defined under the Georgia Fair Lending Act;

     (aa) none of the Mortgage Loans is subject to the Home Ownership and Equity
Protection Act of 1994 or is a "high cost" or "predatory" loan as defined by
applicable local, state and federal predatory and abusive lending laws;

     (bb) there is no Mortgage Loan in the Trust Fund that was originated on or
after January 1, 2005, which is a "high cost home loan" as defined under the
Indiana Home Loan Practices Act (I.C. 24-9); and

     (cc) no Mortgage Loan is a High Cost Loan or Covered Loan, as applicable
(as such terms are defined in Appendix E of the then current Standard & Poor's
Glossary For File Format For LEVELS(R) Version 5.7 Revised (attached hereto as
Exhibit 7).

          It is understood and agreed that the representations and warranties
set forth in this Section 7 will inure to the benefit of the Purchaser, its
successors and assigns, notwithstanding any restrictive or qualified endorsement
on any Mortgage Note or assignment of Mortgage or the examination of any
Mortgage File. Upon any substitution for a Mortgage Loan, the representations
and warranties set forth above shall be deemed to be made by the Seller as to
any Substitute Mortgage Loan as of the date of substitution.

          Upon discovery or receipt of notice by the Seller, the Purchaser or
the Trustee of a breach of any representation or warranty of the Seller set
forth in this Section 7 which materially and adversely affects the value of the
interests of the Purchaser, the Certificateholders or the Trustee in any of the
Mortgage Loans delivered to the Purchaser pursuant to this Agreement, the party
discovering or receiving notice of such breach shall give prompt written notice
to the others. In the case of any such breach of a representation or warranty
set forth in this Section 7, within 90 days from the date of discovery by the
Seller, or the date the Seller is notified by the party discovering or receiving
notice of such breach (whichever occurs earlier), the Seller will (i) cure such
breach in all material respects, (ii) purchase the affected Mortgage Loan at the
applicable Purchase Price or (iii) if within two years of the Closing Date,
substitute a qualifying


                                        10

<PAGE>

Substitute Mortgage Loan in exchange for such Mortgage Loan. The obligations of
the Seller to cure, purchase or substitute a qualifying Substitute Mortgage Loan
shall constitute the Purchaser's, the Trustee's and the Certificateholder's sole
and exclusive remedy under this Agreement or otherwise respecting a breach of
representations or warranties hereunder with respect to the Mortgage Loans,
except for the obligation of the Seller to indemnify the Purchaser for such
breach as set forth in and limited by Section 14 hereof. With respect to the
representations and warranties described in the Agreement which are made to the
best of the Seller's knowledge, if it is discovered by any of the Depositor, the
Seller or the Trustee that the substance of such representation and warranty is
inaccurate and such inaccuracy materially and adversely affects the value of the
related Mortgage Loan, then notwithstanding the Seller's lack of knowledge with
respect to the substance of such representation and warranty, such inaccuracy
shall be deemed a breach of the applicable representation or warranty.

          Any cause of action against the Seller or relating to or arising out
of a breach by the Seller of any representations and warranties made in this
Section 7 shall accrue as to any Mortgage Loan upon (i) discovery of such breach
by the Seller or notice thereof by the party discovering such breach and (ii)
failure by the Seller to cure such breach, purchase such Mortgage Loan or
substitute a qualifying Substitute Mortgage Loan pursuant to the terms hereof.

Section 8 Representations and Warranties Concerning the Seller

          As of the date hereof and as of the Closing Date, the Seller
represents and warrants to the Purchaser as to itself in the capacity indicated
as follows:

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

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

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