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EXECUTION COPY
AMENDMENT NO. 1 TO THE POOLING AND SERVICING AGREEMENT
AMENDMENT NO. 1, dated as of February 28, 2007 (this
"Amendment"),
among MERRILL LYNCH MORTGAGE INVESTORS, INC. (the "Depositor"),
WILSHIRE CREDIT
CORPORATION (the "Servicer") and LASALLE BANK NATIONAL
ASSOCIATION (the
"Trustee"), to the Pooling and Servicing Agreement, dated as of
October 1, 2005
(the "Pooling and Servicing Agreement"), among the Depositor,
the Servicer and
the Trustee, relating to the Merrill Lynch Mortgage Investors
Trust Mortgage
Loan Asset-Backed Certificates, Series 2005-SL3.
RECITALS
WHEREAS, Section 10.01(ii) of the Agreement provides that the
Agreement
may be amended from time to time without the consent of the
Certificateholders
to correct, modify or supplement any provision of the Pooling
and Servicing
Agreement which may be inconsistent with the Prospectus
Supplement; and
WHEREAS, in accordance therewith, by the execution and delivery
of this
Amendment, the parties hereby amend the Agreement to the extent
and on the terms
set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements
herein
contained, each party hereto agrees as follows for the benefit
of the other
parties and for the benefit of the Certificateholders::
SECTION 1. Defined Terms. Capitalized terms used but not defined
herein
shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement.
SECTION 2. Amendment. The parties hereto agree to amend the
Pooling and
Servicing Agreement as provided herein:
The definition of "Trigger Event" in Article I of the Pooling
and
Servicing Agreement is hereby amended by deleting the percentage
"16.
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