<PAGE>

                                                                     EXHIBIT 4.1

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                    Depositor

                             WELLS FARGO BANK, N.A.
                  Master Servicer and Securities Administrator

                            LITTON LOAN SERVICING LP,
                                    Servicer

                                       and

                      HSBC BANK USA, NATIONAL ASSOCIATION,
                                     Trustee

                         -------------------------------

                         POOLING AND SERVICING AGREEMENT
                          Dated as of December 1, 2005

                         -------------------------------

                           OWNIT MORTGAGE LOAN TRUST,
             MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2005-5

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                                PAGE
<S>                                                                                                                             <C>
ARTICLE I   DEFINITIONS.....................................................................................................      1

ARTICLE II  CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES....................................................     53

            SECTION 2.01.  Conveyance of Mortgage Loans.....................................................................     53
            SECTION 2.02.  Acceptance by the Trustee of the Mortgage Loans..................................................     56
            SECTION 2.03.  Representations, Warranties and Covenants of the Depositor.......................................     58
            SECTION 2.04.  Representations and Warranties of the Master Servicer; Representations and Warranties of the
                           Servicer; Representations and Warranties of the Securities Administrator.........................     62
            SECTION 2.05.  Substitutions and Repurchases of Mortgage Loans that are not "Qualified Mortgages."..............     65
            SECTION 2.06.  Authentication and Delivery of Certificates......................................................     65
            SECTION 2.07.  REMIC Elections..................................................................................     65
            SECTION 2.08.  [RESERVED].......................................................................................     69
            SECTION 2.09.  Covenants of the Servicer........................................................................     69
            SECTION 2.10.  [RESERVED].......................................................................................     70
            SECTION 2.11.  Permitted Activities of the Trust................................................................     70
            SECTION 2.12.  Qualifying Special Purpose Entity................................................................     70

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..................................................................     70

            SECTION 3.01.  Servicer to Service Mortgage Loans...............................................................     70
            SECTION 3.02.  Servicing and Subservicing; Enforcement of the Obligations of Servicer...........................     72
            SECTION 3.03.  Rights of the Depositor, the Securities Administrator and the Trustee in Respect of the
                           Servicer.........................................................................................     73
            SECTION 3.04.  Master Servicer to Act as Servicer...............................................................     73
            SECTION 3.05.  Collection of Mortgage Loan Payments; Collection Account; Certificate Account....................     74
            SECTION 3.06.  Collection of Taxes, Assessments and Similar Items; Escrow Accounts..............................     77
            SECTION 3.07.  Access to Certain Documentation and Information Regarding the Mortgage Loans.....................     78
            SECTION 3.08.  Permitted Withdrawals from the Collection Account and Certificate Account........................     78
            SECTION 3.09.  [RESERVED].......................................................................................     80
            SECTION 3.10.  Maintenance of Hazard Insurance..................................................................     80
            SECTION 3.11.  Enforcement of Due-On-Sale Clauses; Assumption Agreements........................................     81
            SECTION 3.12.  Realization Upon Defaulted Mortgage Loans; Determination of Excess Proceeds......................     82
            SECTION 3.13.  Trustee to Cooperate; Release of Mortgage Files..................................................     86
            SECTION 3.14.  Documents, Records and Funds in Possession of Servicer to be Held for the Trustee................     87
            SECTION 3.15.  Servicing Compensation...........................................................................     87
</TABLE>

                                        i
<PAGE>

<TABLE>
<S>                                                                                                                             <C>
            SECTION 3.16.  Access to Certain Documentation..................................................................     88
            SECTION 3.17.  Annual Statement as to Compliance................................................................     88
            SECTION 3.18.  Annual Independent Public Accountants' Servicing Statement; Financial Statements.................     88
            SECTION 3.19.  Rights of the NIMs Insurer.......................................................................     89
            SECTION 3.20.  [RESERVED].......................................................................................     89
            SECTION 3.21.  Annual Certificate by Securities Administrator...................................................     89
            SECTION 3.22.  Annual Certificate by Servicer...................................................................     89
            SECTION 3.23.  Prepayment Charge Reporting Requirements.........................................................     90
            SECTION 3.24.  Statements to Securities Administrator...........................................................     90
            SECTION 3.25.  Indemnification..................................................................................     90
            SECTION 3.26.  Nonsolicitation..................................................................................     92

ARTICLE IV  DISTRIBUTIONS...................................................................................................     92

            SECTION 4.01.  Advances.........................................................................................     92
            SECTION 4.02.  Reduction of Servicing Compensation in Connection with Prepayment Interest Shortfalls............     93
            SECTION 4.03.  Distributions on the REMIC Interests.............................................................     94
            SECTION 4.04.  Distributions....................................................................................     94
            SECTION 4.05.  Monthly Statements to Certificateholders.........................................................    100

ARTICLE V   THE CERTIFICATES................................................................................................    104

            SECTION 5.01.  The Certificates.................................................................................    104
            SECTION 5.02.  Certificate Register; Registration of Transfer and Exchange of Certificates......................    105
            SECTION 5.03.  Mutilated, Destroyed, Lost or Stolen Certificates................................................    113
            SECTION 5.04.  Persons Deemed Owners............................................................................    113
            SECTION 5.05.  Access to List of Certificateholders' Names and Addresses........................................    113
            SECTION 5.06.  Book-Entry Certificates..........................................................................    113
            SECTION 5.07.  Notices to Depository............................................................................    114
            SECTION 5.08.  Definitive Certificates..........................................................................    114
            SECTION 5.09.  Maintenance of Office or Agency..................................................................    115

ARTICLE VI  THE DEPOSITOR, THE MASTER SERVICER, THE SERVICER AND THE SECURITIES ADMINISTRATOR...............................    115

            SECTION 6.01.  Respective Liabilities of the Depositor, the Master Servicer, the Servicer and the
                           Securities Administrator.........................................................................    115
            SECTION 6.02.  Merger or Consolidation of the Depositor, the Master Servicer, the Servicer or the
                           Securities Administrator.........................................................................    116
            SECTION 6.03.  Limitation on Liability of the Depositor, the Securities Administrator, the Master Servicer,
                           the Servicer and Others..........................................................................    116
            SECTION 6.04.  Limitation on Resignation of Servicer............................................................    117
            SECTION 6.05.  Errors and Omissions Insurance; Fidelity Bonds...................................................    118
            SECTION 6.06.  Limitation on Resignation of the Master Servicer.................................................    118
            SECTION 6.07.  Assignment of Master Servicing...................................................................    118
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                             <C>
ARTICLE VII DEFAULT; TERMINATION OF SERVICER................................................................................    119

            SECTION 7.01.  Events of Default................................................................................    119
            SECTION 7.02.  Servicer Trigger Event...........................................................................    120
            SECTION 7.03.  Master Servicer to Act; Appointment of Successor.................................................    121
            SECTION 7.04.  Notification to Certificateholders...............................................................    123

ARTICLE VIII CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR........................................................    123

            SECTION 8.01.  Duties of the Trustee and the Securities Administrator...........................................    123
            SECTION 8.02.  Certain Matters Affecting the Trustee and the Securities Administrator...........................    124
            SECTION 8.03.  Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans...............    126
            SECTION 8.04.  Trustee and Securities Administrator May Own Certificates........................................    126
            SECTION 8.05.  Trustee's and Securities Administrator's Fees and Expenses.......................................    126
            SECTION 8.06.  Indemnification and Expenses of Trustee..........................................................    126
            SECTION 8.07.  Eligibility Requirements for Trustee.............................................................    127
            SECTION 8.08.  Resignation and Removal of Trustee...............................................................    128
            SECTION 8.09.  Successor Trustee................................................................................    128
            SECTION 8.10.  Merger or Consolidation of Trustee...............................................................    129
            SECTION 8.11.  Appointment of Co-Trustee or Separate Trustee....................................................    129
            SECTION 8.12.  Tax Matters......................................................................................    130

ARTICLE IX  TERMINATION.....................................................................................................    132

            SECTION 9.01.  Termination upon Liquidation or Auction of all Mortgage Loans....................................    132
            SECTION 9.02.  Final Distribution on the Certificates...........................................................    133
            SECTION 9.03.  Additional Termination Requirements..............................................................    134

ARTICLE X   MISCELLANEOUS PROVISIONS........................................................................................    135

            SECTION 10.01. Amendment........................................................................................    135
            SECTION 10.02. Counterparts.....................................................................................    136
            SECTION 10.03. Governing Law....................................................................................    136
            SECTION 10.04. Intention of Parties.............................................................................    137
            SECTION 10.05. Notices..........................................................................................    137
            SECTION 10.06. Severability of Provisions.......................................................................    138
            SECTION 10.07. Assignment.......................................................................................    138
            SECTION 10.08. Limitation on Rights of Certificateholders.......................................................    138
            SECTION 10.09. Inspection and Audit Rights......................................................................    139
            SECTION 10.10. Certificates Nonassessable and Fully Paid........................................................    139
            SECTION 10.11. Third Party Rights...............................................................................    139
            SECTION 10.12. Additional Rights of the NIMs Insurer............................................................    139
            SECTION 10.13. Assignment; Sales; Advance Facilities............................................................    140

ARTICLE XI  ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS.......................................................    142

            SECTION 11.01. Master Servicer..................................................................................    142
            SECTION 11.02. Monitoring of Servicer...........................................................................    143
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                                                             <C>
            SECTION 11.03. Fidelity Bond....................................................................................    144
            SECTION 11.04. Power to Act; Procedures.........................................................................    144
            SECTION 11.05. Documents, Records and Funds in Possession of Master Servicer to Be Held for Trustee.............    145
            SECTION 11.06. Trustee to Retain Possession of Certain Insurance Policies and Documents.........................    145
            SECTION 11.07. Compensation for the Master Servicer and the Securities Administrator............................    146
            SECTION 11.08. Annual Statement as to Compliance................................................................    146
            SECTION 11.09. Periodic Filings.................................................................................    146
            SECTION 11.10. Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls...................    147
</TABLE>

                                       iv
<PAGE>

<TABLE>
<S>            <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 B-4    MORTGAGE LOAN SCHEDULE - MI MORTGAGE LOANS
EXHIBIT C      [RESERVED]
EXHIBIT D      FORM OF TRUSTEE CERTIFICATION
EXHIBIT E-1    FORM OF [CLASS R/CLASS R-X]  TRANSFEREE'S LETTER AND AFFIDAVIT
EXHIBIT E-2    FORM OF [CLASS R/CLASS R-X]  TRANSFEROR'S AFFIDAVIT
EXHIBIT F      FORM OF TRANSFEROR CERTIFICATE
EXHIBIT G      FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR)
EXHIBIT H      FORM OF RULE 144A LETTER (QUALIFIED INSTITUTIONAL BUYER)
EXHIBIT I      FORM OF REQUEST FOR RELEASE
EXHIBIT J      [RESERVED]
EXHIBIT K      FORM OF OFFICER'S CERTIFICATE OF TRUSTEE
EXHIBIT L      FORM OF OFFICER'S CERTIFICATE OF SERVICER
EXHIBIT M-1    FORM OF DELINQUENCY REPORT
EXHIBIT M-2    FORM OF MONTHLY REMITTANCE ADVICE
EXHIBIT M-3    FORM OF REALIZED LOSS REPORT
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 CERTIFICATE 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 CERTIFICATE CAP CONTRACT
EXHIBIT P      FORM OF POWER OF ATTORNEY
EXHIBIT Q      FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER TO REGULATION S BOOK-ENTRY CERTIFICATE
               FROM A HOLDER OF A RULE 144A BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE
EXHIBIT R      FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER PURSUANT TO RULE 144A FROM A HOLDER OF
               A REGULATION S BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE
EXHIBIT S      FORM OF MI POLICY
</TABLE>

                                        v

<PAGE>

      POOLING AND SERVICING AGREEMENT (the "Agreement"), dated as of December 1,
2005, among MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware corporation, as
depositor (the "Depositor"), WELLS FARGO BANK, N.A, a national banking
association, as master servicer (the "Master Servicer") and securities
administrator (the "Securities Administrator"), LITTON LOAN SERVICING LP, a
Delaware limited partnership, as servicer (the "Servicer") and HSBC BANK USA,
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) ten 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 and (iv) the grantor trusts described in Section 2.07 hereof.
The Lower Tier REMIC will consist of all of the assets constituting the Trust
Fund (other than the assets described in clauses (ii), (iii) and (iv) above, the
Lower Tier REMIC Regular Interests, the Class UTM Interests, the Class UTB
Interests, and the Class UTC Interest) 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 Trustee will hold the Class UTM Interests, the Class UTB Interests
and the Class UTC Interest. The M3 REMIC will consist of the Class UTM3 Interest
and will be evidenced by the Class M-3 Certificates (which will represent the
"regular interest" in the M3 REMIC) and the Class M3R Interest as the single
"residual interest" in the M3 REMIC. The M4 REMIC will consist of the Class UTM4
Interest and will be evidenced by the Class M-4 Certificates (which will
represent the "regular interest" in the M4 REMIC) and the Class M4R Interest as
the single "residual interest" in the M4 REMIC. The M5 REMIC will consist of the
Class UTM5 Interest and will be evidenced by the Class M-5 Certificates (which
will represent the "regular interest" in the M5 REMIC) and the Class M5R
Interest as the single "residual interest" in the M5 REMIC. The M6 REMIC will
consist of the Class UTM6 Interest and will be evidenced by the Class M-6
Certificates (which will represent the "regular interest" in the M6 REMIC) and
the Class M6R Interest as the single "residual interest" in the M6 REMIC. The B1
REMIC will consist of the Class UTB1 Interest and will be evidenced by the Class
B-1 Certificates (which will represent the "regular interest" in the B1 REMIC)
and the Class B1R Interest as the single "residual interest" in the B1 REMIC.
The B2 REMIC will consist of the Class UTB2 Interest and will be evidenced by
the Class B-2 Certificates (which will represent the "regular interest" in the
B2 REMIC) and the Class B2R Interest as the single "residual interest" in the B2
REMIC. The B3 REMIC will consist of the Class UTB3 Interest and will be
evidenced by the Class B-3 Certificates (which will represent the "regular
interest" in the B3 REMIC) and the Class B3R Interest as the single "residual
interest" in the B3 REMIC. The C REMIC will consist of the Class UTC Interest
and will be evidenced by the Uncertificated Class C Interest (which will
represent the "regular interest" in the C REMIC) and the Class CR Interest as
the single "residual interest" in the C REMIC. The Class R-X Certificate will
represent beneficial ownership of the Class M3R interest, the Class M4R
Interest, the Class M5R Interest, the Class M6R Interest, the Class B1R
Interest, the Class B2R Interest, the Class B3R Interest and the Class CR
Interest. The Class R Certificate will represent beneficial ownership of the
Class LTR Interest and the Residual Interest. The "latest possible maturity
date" for federal income tax purposes of all interests created hereby will be
the Latest Possible Maturity Date.

      All covenants and agreements made by the Transferor in the Transfer
Agreement, by the Seller 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.

<PAGE>

      In consideration of the mutual agreements herein contained, the Depositor,
the Master Servicer, the Securities Administrator, 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 Master Servicing Practices: With respect to any Mortgage Loan, as
applicable, either (x) those customary mortgage master servicing practices of
prudent master servicing institutions that master service mortgage loans of the
same type and quality as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located, to the extent applicable to the Master
Servicer (except in its capacity as successor to the Servicer), or (y) as
provided in Section 11.01 hereof, but in no event below the standard set forth
in clause (x) of this definition.

      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.

      Accrual Period: With respect to each Class of Certificates 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. All calculations of interest on each Class of
Certificates 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.

      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.

      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 (x) that is a second lien Mortgage Loan or (y) 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).

                                      -2-
<PAGE>

      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-1 Certificate Principal Balance, the Class A-2A
Certificate Principal Balance, the Class A-2B 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
Seller 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 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.

      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.

      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.

      Balloon Loan: A Mortgage Loan having an original term to stated maturity
of approximately 10 years which provides for level monthly payments of principal
and interest based on a 30-year

                                      -3-
<PAGE>

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 December
28, 2005 between Ownit and the Seller, 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 Maryland,
State of Minnesota, 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 Certificate Cap Contract.

      Cap Contract Account: The separate Eligible Account created and maintained
by the Securities Administrator pursuant to Section 4.04(k)(i) in the name of
the Trustee for the benefit of the Trust Fund and designated "Wells Fargo Bank,
N.A., as securities administrator for HSBC Bank USA, National Association, as
trustee, in trust for registered holders of Ownit Mortgage Loan Trust, Mortgage
Loan Asset-Backed Certificates, Series 2005-5." 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.

      Cap Contract Counterparty: The Royal Bank of Scotland, plc.

      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
Certificate 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
Certificate Cap Contract Termination Date.

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

      Certificate Account: The separate Eligible Account created and maintained
by the Securities Administrator pursuant to Section 3.05(e) in the name of the
Trustee for the benefit of the Certificateholders and designated "Wells Fargo
Bank, N.A., as securities administrator for HSBC Bank USA, National Association,
as trustee, in trust for registered holders of Ownit Mortgage Loan Trust,
Mortgage Loan Asset-Backed Certificates, Series 2005-5." 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-1 and Class R Certificates. For
purposes of Section 2.07 hereof, Certificate Group One shall be related to Group
One.

                                      -4-
<PAGE>

      Certificate Group Two: The Class A-2A, and Class A-2B 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, 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 (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).

      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 Securities Administrator and the Trustee are 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.

      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-1 Certificate Principal Balance, the Class A-2A
Certificate Principal Balance, the Class A-2B 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 any Distribution Date on which a
Stepdown Trigger Event exists, 100% of the

                                      -5-
<PAGE>

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) 53.70% 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 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.

      Class A-1 Cap Contract: The confirmation and agreement between the Trust
Fund or Securities Administrator 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 February
2009.

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

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

      Class A-1 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-1 Pass-Through Rate on
the Class A-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 a Class A-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 A-1 Certificates.

      Class A-1 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-1 Current Interest with respect to
prior Distribution Dates over (B) the amount actually distributed to the Class
A-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 A-1 Pass-Through Rate for the related Accrual Period.

      Class A-1 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.240% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.480% per annum.

      Class A-1 Maximum Rate Cap: With respect to a Distribution Date, the per
annum rate, adjusted to reflect the length of the related Accrual Period, equal
to the weighted average of the maximum lifetime

                                      -6-
<PAGE>

Net Mortgage Rates on the Adjustable Rate Mortgage Loans in Group One and the
Net Mortgage Rates on the Fixed Rate Mortgage Loans in Group One. The Class A-1
Maximum Rate Cap shall relate to the Class A-1 and Class R Certificates.

      Class A-1 Pass-Through Rate: For the first Distribution Date, 4.62% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class A-1 Margin (2) the Class A-1 Available Funds Cap for such
Distribution Date.

      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 9.760% per annum.

      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 Mortgage Loans in Group Two based on the Net
Mortgage Rates in effect on the related Due Date divided by (y) the aggregate
Stated Principal Balance of the Mortgage Loans in Group Two 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.

      Class A-2 Cap Contract: The confirmation and agreement between the Trust
Fund or Securities Administrator 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 February
2009.

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

      Class A-2 Maximum Rate Cap: With respect to a Distribution Date, the per
annum rate, adjusted to reflect the length of the related Accrual Period, equal
to the weighted average of the maximum lifetime Net Mortgage Rates on the
Adjustable Rate Mortgage Loans in Group Two and the Net Mortgage Rates on the
Fixed Rate Mortgage Loans in Group Two. The Class A-2 Maximum Rate Cap shall
relate to the Class A-2 Certificates.

      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 9.760% 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

                                      -7-
<PAGE>

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.

      Class A-2A Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.100% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.200% per annum.

      Class A-2A Pass-Through Rate: For the first Distribution Date, 4.48% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class A-2A Margin and (2) the Class A-2 Available Funds 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, 0.290% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.580% per annum.

      Class A-2B Pass-Through Rate: For the first Distribution Date, 4.67% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class A-2B Margin and (2) the Class A-2 Available Funds Cap for such
Distribution Date.

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

                                      -8-
<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, 1.650% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 2.475% per annum.

      Class B-1 Pass-Through Rate: For the first Distribution Date, 6.03% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class B-1 Margin and (2) the Weighted Average Available Funds 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) 97.00% 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

                                      -9-
<PAGE>

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, 1.650% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 2.475% per annum.

      Class B-2 Pass-Through Rate: For the first Distribution Date, 6.03% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class B-2 Margin and (2) the Weighted Average Available Funds 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 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

                                      -10-
<PAGE>

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) 98.00% 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
(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.

                                      -11-
<PAGE>

      Class B-3 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 1.650% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 2.475% per annum.

      Class B-3 Pass-Through Rate: For the first Distribution Date, 6.03% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class B-3 Margin and (2) the Weighted Average Available Funds 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) 99.00% 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".

      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.

                                      -12-
<PAGE>

      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 99.95% of the aggregate principal balance of
the Lower Tier REMIC Regular Interests immediately prior to such Distribution
Date (such amount of interest representing 100 percent of the interest payments
on the Class UTC Interest), 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
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 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-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 Certificates 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.

      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 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.

                                      -13-
<PAGE>

      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 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 Class A-1 Available Funds Cap.

      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.

      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 Class A-2 Available Funds Cap.

      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.

                                      -14-
<PAGE>

      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 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, 0.600% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 0.900% per annum.

      Class M-1 Pass-Through Rate: For the first Distribution Date, 4.98% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-1 Margin and (2) the Weighted Average Available Funds 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

                                      -15-
<PAGE>

Distribution Date over (2) the lesser of (A) 81.50% 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.

      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, 0.700% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 1.050% per annum.

      Class M-2 Pass-Through Rate: For the first Distribution Date, 5.08% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-2 Margin and (2) the Weighted Average Available Funds 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

                                      -16-
<PAGE>

(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) 87.70% 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.

      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, 0.800% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 1.200% per annum.

      Class M-3 Pass-Through Rate: For the first Distribution Date, 5.18% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-3 Margin and (2) the Weighted Average Available Funds Cap for
such Distribution Date.

                                      -17-
<PAGE>

      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) 89.50% 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 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.

                                      -18-
<PAGE>

      Class M-4 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 1.650% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 2.475% per annum.

      Class M-4 Pass-Through Rate: For the first Distribution Date, 6.03% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-4 Margin and (2) the Weighted Average Available Funds 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) 92.70% 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 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

                                      -19-
<PAGE>

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, 1.650% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 2.475% per annum.

      Class M-5 Pass-Through Rate: For the first Distribution Date, 6.03% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-5 Margin and (2) the Weighted Average Available Funds 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 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) 94.50% 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."

                                      -20-
<PAGE>

      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.

      Class M-6 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 1.650% per annum and, as of any Distribution
Date after the Initial Optional Termination Date, 2.475% per annum.


      Class M-6 Pass-Through Rate: For the first Distribution Date, 6.03% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-6 Margin and (2) the Weighted Average Available Funds 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) 95.90% 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

                                      -21-
<PAGE>

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 Securities Administrator and authenticated
by the Securities Administrator 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 Securities
Administrator and authenticated by the Securities Administrator in substantially
the form set forth in Exhibit A.

      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, 0.240% per annum and, as
of any Distribution Date after the Initial Optional Termination Date, 0.480% per
annum.

      Class R Pass-Through Rate: For the first Distribution Date, 4.62% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class R Margin and (2) the Class A-1 Available Funds Cap for such
Distribution Date.

      Class R-X Certificate: The Class R-X Certificate executed by the
Securities Administrator and authenticated by the Securities Administrator in
substantially the form set forth in Exhibit A.

                                      -22-
<PAGE>

      Class UTB Interests: The Class UTB1 Interest, the Class UTB2 Interest and
the Class UTB3 Interest.

      Class UTB1 Interest: An uncertificated "regular interest" in the Upper
Tier REMIC having the same rights to payments as the Class B-1 Certificates
other than the right to any payments in respect of Excess Interest.

      Class UTB2 Interest: An uncertificated "regular interest" in the Upper
Tier REMIC having the same rights to payments as the Class B-2 Certificates
other than the right to any payments in respect of Excess Interest

      Class UTB3 Interest: An uncertificated "regular interest" in the Upper
Tier REMIC having the same rights to payments as the Class B-3 Certificates
other than the right to any payments in respect of Excess Interest.

      Class UTC Interest: An uncertificated "regular interest" in the Upper Tier
REMIC having the same rights to payments as the Uncertificated Class C Interest.

      Class UTM Interests: The Class UTM3 Interest, the Class UTM4 Interest, the
Class UTM5 Interest and the Class UTM6 Interest.

      Class UTM3 Interest: An uncertificated "regular interest" in the Upper
Tier REMIC having the same rights to payments as the Class M-3 Certificates
other than the right to any payments in respect of Excess Interest.

      Class UTM4 Interest: An uncertificated "regular interest" in the Upper
Tier REMIC having the same rights to payments as the Class M-4 Certificates
other than the right to any payments in respect of Excess Interest.

      Class UTM5 Interest: An uncertificated "regular interest" in the Upper
Tier REMIC having the same rights to payments as the Class M-5 Certificates
other than the right to any payments in respect of Excess Interest.

      Class UTM6 Interest: An uncertificated "regular interest" in the Upper
Tier REMIC having the same rights to payments as the Class M-6 Certificates
other than the right to any payments in respect of Excess Interest.

      Closing Date: December 28, 2005.

      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 HSBC Bank USA, National Association, as trustee,
in trust for registered holders of Ownit Mortgage Loan Trust, Mortgage Loan
Asset-Backed Certificates, Series 2005-5." Funds in the Collection Account shall
be held in trust for the Certificateholders for the uses and purposes set forth
in this Agreement.

      Combined Loan-to-Value Ratio: For any Mortgage Loan in a second lien
position, the fraction, expressed as a percentage, the numerator of which is the
sum of (1) the original principal balance of the related Mortgage Loan and (2)
any outstanding principal balances of Mortgage Loans the liens on which are
senior to the lien on such related Mortgage Loan (such sum calculated at the
date of origination of

                                      -23-
<PAGE>

such related Mortgage Loan) and the denominator of which is the lesser of (A)
the Appraised Value of the related Mortgaged Property (or applicable dwelling
unit, in the case of a Co-op Loan) and (B) the sales price of the related
Mortgaged Property (or applicable dwelling unit, in the case of a Co-op Loan) at
time of origination.

      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.

      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).

      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-1 Interest, the
Class A-1 and Class R 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 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.

      Current Interest: Any of the Class A-1 Current Interest, the Class A-2A
Current Interest, the Class A-2B 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: Wells Fargo Bank, N.A., on behalf of HSBC as Trustee.

      Cut-off Date: December 1, 2005.

      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.

      Definitive Certificates: As defined in Section 5.06.

                                      -24-
<PAGE>

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

      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 Securities Administrator 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 15th day of
the month of such Distribution Date or, if such 15th day is not a Business Day,
the immediately preceding 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
January 2006.

      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.

                                      -25-
<PAGE>

      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 Securities
Administrator, 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 Securities Administrator and 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.

      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

                                      -26-
<PAGE>

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) $2,326,644 and over (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of such Distribution Date and (2) on and after the Stepdown
Date, (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) 1.00% 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 which 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, 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, up to but not exceeding
greater of (x) the related Maximum Rate Cap or (y) the sum of (i) the related
Available Funds Cap and (ii) the product of (A) 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 (B) the quotient obtained by dividing (I) an amount
equal to the proceeds, if any, payable under the related Cap Contract with
respect to such Distribution Date by (II) the aggregate Certificate Principal
Balance of each of the Classes of Certificates to which such Cap Contract
relates for such 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, together with (i) the unpaid portion of any such excess from prior
Distribution Dates (and interest accrued thereon at the then applicable
Pass-Through Rate, without giving effect to the applicable Available Funds Cap)
and (ii) 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.

                                      -27-
<PAGE>

      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 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 with respect to any Distribution Date on which
the Class A-1 and Class R Certificates are outstanding and the Certificate
Principal Balance of the Class A-2 Certificates has been reduced to zero, 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.

      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 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 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 have been reduced to zero, 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.

                                      -28-
<PAGE>

      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, including, without limitation, the MI Policy.

      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 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-1 Interest Carry Forward
Amount, the Class A-2A Interest Carry Forward Amount, the Class A-2B 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 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, December 23, 2005.

                                      -29-
<PAGE>

      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 Securities
Administrator 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 Securities Administrator 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, the Master Servicer, the
Securities Administrator and the Trustee pursuant to this Agreement.

      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.

      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 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-1 Interest, the Class
LTA-2A Interest, the Class LTA-2B Interest, the Class LTM-1 Interest, the Class
LTM-2 Interest, the Class LTM-3 Interest,

                                      -30-
<PAGE>

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
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.

      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.

      Master Servicer: Wells Fargo Bank, N.A., a national banking association,
or any successor in interest.

      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.

      MI Insurer Fee: The amount payable to the MI Insurer on each Distribution
Date, which amount shall equal one-twelfth of the product of (i) the MI Insurer
Fee Rate and (ii) the Stated Principal Balance of the applicable MI Mortgage
Loan (or the related REO Property) as of the immediately preceding Distribution
Date.

      MI Insurer Fee Rate: With respect to each MI Mortgage Loan, the rate
specified for such MI Mortgage Loan on the schedule attached to the MI Policy,
plus a rate computed so that the MI Insurer Fee would make the MI Insurer whole
for any taxes imposed on the MI Insurer by the States of Kentucky or West
Virginia with respect to MI Mortgage Loans located in such States.

      MI Insurer: PMI Mortgage Insurance Co., or its successor in interest.

                                      -31-
<PAGE>

      MI Mortgage Loans: The list of Mortgage Loans insured by the MI Insurers
attached hereto as Exhibit B-4.

      MI Policy: The PMI primary private mortgage Insurance Policy No.
22510-0010-0 and all endorsements thereto, dated December 28, 2005, a form of
which is attached hereto as Exhibit P.

      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.

      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;

                                      -32-
<PAGE>

            (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 first

      lien Mortgage Loan, or the Combined Loan-to-Value Ratio with respect to a
      second lien Mortgage Loan;

            (x)   a code indicating whether the residential dwelling at the time
      of origination was represented to be owner-occupied;

            (xi)  a code indicating the property type;

            (xii) with respect to each Adjustable Rate Mortgage Loan;

                  (A)   the frequency of each Adjustment Date;

                  (B)   the next Adjustment Date;

                  (C)   the Maximum Mortgage Rate;

                  (D)   the Minimum Mortgage Rate;

                  (E)   the Mortgage Rate as of the Cut-off Date;

                  (F)   the related Periodic Rate Cap;

                  (G)   the Gross Margin;

                  (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;

            (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.

                                      -33-
<PAGE>

      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, (2) the Securities Administrator Fee Rate and (3) the MI Insurer Fee Rate
if applicable.

      Net Rate: With respect to any Distribution Date, the product of (x) the
weighted average Net Mortgage Rate for the Mortgage Loans calculated based on
the respective Net Mortgage Rates and the Stated Principal Balances of such
Mortgage Loans as of the preceding Distribution Date (or, in the case of the
first Distribution Date, as of the Cut-off Date) and (y) a fraction, the
numerator of which is 30 and the denominator of which is the actual number of
days in the related Accrual Period.

      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 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
Master Servicer, the Servicer or the Securities Administrator (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 Master Servicer, the Servicer, the Securities Administrator
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 Securities Administrator 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

                                      -34-
<PAGE>

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 Securities Administrator 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 Master Servicer, the Servicer or the Securities
Administrator, 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 Master Servicer, the Servicer or the
Securities Administrator, (2) not have any direct financial interest in the
Depositor, the Master Servicer, the Servicer or the Securities Administrator or
in any affiliate of any such party and (3) not be connected with the Depositor,
the Master Servicer, the Servicer or the Securities Administrator 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 Securities
Administrator 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 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, the Master Servicer, the Securities Administrator or the
Servicer, any unpaid or unreimbursed Servicing Fees, Securities Administrator
Fees and all unreimbursed Advances and Servicing Advances, in each case incurred
by such party in the performance of its obligations and (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.

      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 Securities
Administrator or delivered to the Securities Administrator for cancellation; and
(2)

                                      -35-
<PAGE>

Certificates in exchange for which or in lieu of which other Certificates have
been executed by the Securities Administrator and delivered by the Securities
Administrator 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.

      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 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) receiving collections on the Mortgage Loans and the Cap
      Contracts and making payments on such Certificates and interests in
      accordance with the terms of this Agreement; and

                                      -36-
<PAGE>

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

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

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

            (vii) repurchase obligations with respect to any security described
      in clauses (i) and (ii) above, in either case entered into with a
      depository institution or trust company (acting as principal) described in
      clause (v) above;

            (viii) securities (other than stripped bonds, stripped coupons or
      instruments sold at a purchase price in excess of 115% of the face amount
      thereof) bearing interest or sold at a discount issued by any corporation,
      other than the Securities Administrator or any of its Affiliates,
      incorporated under the laws of the United States or any state thereof
      which, at the time of such investment, have one of the two highest long
      term ratings of each Rating Agency;

            (ix)  interests in any money market fund (including those managed or
      advised by the Securities Administrator, the Trustee or their 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

                                      -37-
<PAGE>

            (x)   short term investment funds sponsored by any trust company or
      national banking association incorporated under the laws of the United
      States or any state thereof, other than the Securities Administrator or
      any of its Affiliates, which on the date of acquisition has been rated by
      each such Rating Agency in their respective highest applicable rating
      category;

provided, that no such instrument shall be a Permitted Investment if such
instrument (i) evidences the right to receive interest only payments with
respect to the obligations underlying such instrument, (ii) is purchased at a
premium or above par or (iii) is purchased at a deep discount; provided,
further, that no such instrument shall be a Permitted Investment (A) if such
instrument evidences principal and interest payments derived from obligations
underlying such instrument and the interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations, or (B) if it may be redeemed at
a price below the purchase price (the foregoing clause (B) not to apply to
investments in units of money market funds pursuant to clause (ix) above); and
provided, further, (I) that no amount beneficially owned by any REMIC
(including, without limitation, any amounts collected by the Servicer but not
yet deposited in the Collection Account) may be invested in investments (other
than money market funds) treated as equity interests for Federal income tax
purposes, unless the Servicer shall receive an Opinion of Counsel, at the
expense of the party requesting that such investment be made, to the effect that
such investment will not adversely affect the status of the any REMIC provided
for herein as a REMIC under the Code or result in imposition of a tax on the
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.

      Permitted Transferee: Any Person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of any
of the foregoing, (ii) a foreign government, International Organization or any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in Section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the
Class R or Class R-X Certificate, (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code, and (v) a Person that is not a
citizen or resident of the United States, a corporation or partnership (or other
entity treated as a corporation or partnership for United States federal income
tax purposes) created or organized in or under the laws of the United States or
any State thereof or the District of Columbia or an estate whose income from
sources without the United States is includable in gross income for United
States federal income tax purposes regardless of its connection with the conduct
of a trade or business within the United States, or a trust if a court within
the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust, unless, in the case of this
clause (v), such Person has furnished the transferor and the Securities
Administrator with a duly completed Internal Revenue Service Form W-8ECI or
applicable successor form. The terms "United States," "State" and "International
Organization" shall have the meanings set forth in Section 7701 of the Code. A
corporation will not be treated as an instrumentality of the United States or of
any State thereof for these purposes if all of its activities are subject to tax
and, with the exception of the Federal Home Loan Mortgage Corporation, a
majority of its board of directors is not selected by such government unit.

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

      PMI: PMI Mortgage Insurance Co.

                                      -38-
<PAGE>

      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 Publicly Offered Certificates and Privately Offered 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 Excesses: 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 beginning with
the opening of business on the 15th day of the calendar month preceding the
month in which such Distribution Date occurs (or in the case of the first
Distribution Date, beginning with the opening of business on the Cut-off Date)
and ending on the close of business on the 14th day of the 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.

      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 Seller 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

                                      -39-
<PAGE>

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, the Master Servicer, the Securities Administrator
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.

      Privately Offered Certificates: The Class B-1, Class B-2, Class B-3, Class
M-3, Class M-4, Class M-5 and Class M-6 Certificates.

      Prospectus Supplement: The Prospectus Supplement dated December 22, 2005
relating to the public offering of the Publicly - Offered Certificates.

      Publicly Offered Certificates: The Class A and Class M-1, Class M-2.

      PUD: A Planned Unit Development.

      Purchase Price: With respect to any Mortgage Loan required to be
repurchased by the Seller 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 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.

      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 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).

                                      -40-
<PAGE>

      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 Securities Administrator 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 Securities Administrator.

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

      Regulation S: Regulation S promulgated under the Securities Act or any
successor provision thereto, in each case as the same may be amended from time
to time; and all references to any rule, section or subsection of, or definition
or term contained in, Regulation S means such rule, section, subsection,
definition or term, as the case may be, or any successor thereto, in each case
as the same may be amended from time to time.

      Regulation S Book-Entry Certificates: Certificates sold in offshore
transactions in reliance on Regulation S in the form of one or more permanent
global Certificates in definitive, fully registered form without interest
coupons, which shall be deposited on behalf of the subscribers for such
Certificates represented thereby with the Securities Administrator, as custodian
for DTC and registered in the name of a nominee of DTC.

      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 Lower Tier REMIC, the
Upper Tier REMIC, the M3 REMIC, the M4 REMIC, the M5 REMIC, the M6 REMIC, the B1
REMIC, the B2 REMIC, the B3 REMIC and the C REMIC.

      REMIC Pass-Through Rate: The Class A-1 Available Funds Cap (in the case of
a Class included in Certificate Group One), the Class A-2 Available Funds Cap
(in the case of a Class included in Certificate Group Two) or the Weighted
Average Available Funds Cap (in the case of the Subordinate Certificates).

      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, 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: (i) any of the rights under any of the
Certificates (other than the Class M-3 Certificates, Class M-4 Certificates, the
Class M-5 Certificates, Class M-6 Certificates, the Class B-1 Certificates, the
Class B-2 Certificates, the Class B-3 Certificates, the Class P Certificates,
the Class R Certificate, the Class R-X Certificate and the Class C Certificates)
other than the rights in interest rate cap contracts described in Section 2.07,
(ii) the Class UTM Interests and the Class UTB Interests and (iii) the
Uncertificated Class C Interest.

                                      -41-
<PAGE>

      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 (or
Combined Loan-to-Value Ratio, in the case of the Mortgage Loans in a second lien
position) no higher than that of the Deleted Mortgage Loan; (5) have a remaining
term to maturity no greater than (and not more than one year less than) that of
the Deleted Mortgage Loan; (6) provide for a Prepayment Charge on terms
substantially similar to those of the Prepayment Charge, if any, of the Deleted
Mortgage Loan; (7) have the same lien priority as the Deleted Mortgage Loan; (8)
constitute the same occupancy type as the Deleted Mortgage Loan; and (9) comply
with each representation and warranty set forth in Section 2.03 hereof.

      Request for Release: The Request for Release of Documents submitted by the
Servicer to the Trustee (or its 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, including, without limitation, in the case of the MI Mortgage Loans,
the MI Policy.

      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.

      Reserve Interest Rate: With respect to any Interest Determination Date,
the rate per annum that the Securities Administrator 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 Securities Administrator 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 Securities
Administrator can determine no such arithmetic mean, the lowest one-month United
States dollar lending rate which New York City banks selected by the Securities
Administrator are quoting on such Interest Determination Date to leading
European banks.

                                      -42-
<PAGE>

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

      Responsible Officer: When used with respect to the Securities
Administrator or the Servicer, any officer of the Securities Administrator 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. When used with respect to the Trustee, any officer of the
Trustee with direct responsibility for the administration of this Agreement and
also means 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 December 1, 2005 between the Depositor and the Seller.

      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.

      Securities Administrator: Wells Fargo Bank, N.A., a national banking
association, or any successor in interest.

      Securities Administrator Fee: A fee paid monthly to the Securities
Administrator from interest collected with respect to each Mortgage Loan equal
to the product of (a) one-twelfth of the Securities Administrator Fee Rate and
(b) the Stated Principal Balance of such Mortgage Loan. The Securities
Administrator 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.

      Securities Administrator Fee Rate: 0.01% for each Mortgage Loan.

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

      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 10th
day (or if such day is not a Business Day, the next succeeding Business Day) of
the month in which the related Distribution Date occurs.

                                      -43-
<PAGE>

      Servicer Trigger Event: As defined in Section 7.02 hereof.

      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 or Securities Administrator;
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 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 Master Servicer, the Securities
Administrator and the Trustee by the Servicer on the Closing Date pursuant to
this Agreement, as such lists 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 Master Servicer under this Agreement, all costs associated with
the transfer of servicing from the predecessor Servicer, including, without
limitation, any costs or expenses associated with the termination of the
predecessor servicer, the appointment of a successor servicer, the complete
transfer of all servicing data and the manipulation, completion or correction of
such servicing data as may be required by the Master Servicer or any successor
servicer to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Master Servicer or successor servicer to service the
Mortgage Loans properly and effectively.

      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.

                                      -44-
<PAGE>

      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 later to occur of (1) the Distribution Date in January
2009 or (2) the first Distribution Date on which (A) the Class A Certificate
Principal Balance (reduced by the Principal Funds with respect to such
Distribution Date) is less than or equal to (B) 53.70% of the 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>
January 2009 - December 2009                   2.25% with respect to January 2008,
                                               plus an additional 1/12th of 0.75% for
                                               each month thereafter
January 2010 - December 2010                   3.00% with respect to January 2010,
                                               plus an additional 1/12th of 0.50% for
                                               each month thereafter
January 2011 - December 2011                   3.50% with respect to January 2011,
                                               plus an additional 1/12th of 0.25% for
                                               each month thereafter
January 2012 and thereafter                    3.75%
</TABLE>

      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 which 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) 40.40%
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.

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

                                      -45-
<PAGE>

      Subordinate Certificate Cap Contract: The confirmation and agreement
between the Trust Fund and the Cap Contract Counterparty (in the form of Exhibit
N-4 hereto).

      Subordinate Certificate Cap Contract Notional Balance: With respect to any
Distribution Date, the Subordinate Certificate Cap Contract Notional Balance set
forth for such Distribution Date in the Subordinate Certificate One Month LIBOR
Cap Table attached hereto as Exhibit O-4.

      Subordinate Certificate Cap Contract Termination Date: The Distribution
Date in February 2004.

      Subordinate Certificate 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 9.180% 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.

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

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

      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.

      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
supplemented by the Bring Down Letter.

      Transferor: Ownit.

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

      Trust Fund: The corpus of the trust (the "Ownit Mortgage Loan Trust,
Series 2005-5") 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; and (vi) the Cap Contracts and Cap Contract
Account.

      Trustee: HSBC Bank USA, 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

                                      -46-
<PAGE>

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.

      Uncertificated Class C Interest: An uncertificated interest with an
initial principal amount equal to the initial Overcollateralization Amount and
having (i) the same rights to payments as the Class C Certificates, other than
the rights to payments of amounts with respect to the Cap Contracts, and (ii)
the rights to the payments treated as distributed to the Class C Certificates
under Section 2.07(d), provided, however, that such interest shall have no
obligation to make any payments treated as paid by the Class C Certificates
pursuant to interest rate cap agreements under Section 2.07(d).

      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.

      USAP Report: A report in compliance with the Uniform Single Attestation
Program for Mortgage Bankers delivered in accordance with Section 3.18.

      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 (weighted in proportion to the
results of subtracting 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, from the aggregate Stated Principal
Balance of the Mortgage Loans in each Mortgage Group as of the immediately
preceding Distribution Date (or, in the case of the first Distribution Date, as
of the Cut-off Date)) of the Class A-1 Available Funds Cap and the Class A-2
Available Funds Cap.

      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 the
Mortgage Loans in each Mortgage Group as of the immediately preceding
Distribution Date (or, in the case of the first Distribution Date, as of the
Cut-off Date) 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.

                                      -47-
<PAGE>

                                   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 Master Servicer, the
Servicer, the Securities Administrator 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 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 its 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 HSBC Bank USA, 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 HSBC
      Bank USA, 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 "HSBC
      Bank USA, National Association, as trustee;"

                                      -48-
<PAGE>

            (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 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 agreement)), in either case endorsed either in blank or, "Pay
      to the order of HSBC Bank, USA, 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 "HSBC Bank USA, 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 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 "HSBC Bank,
      USA, 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;

                                      -49-
<PAGE>

            (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 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 its 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.

      With respect to any Mortgage Loan that is not a Co-op Loan, none of the
Depositor, the Master Servicer, the Servicer, the Securities Administrator 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 Master Servicer, the Servicer or
the Securities Administrator shall take any action inconsistent with such
ownership and shall not claim any ownership interest therein. The Depositor, the
Master Servicer, the Servicer and Securities Administrator 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 its 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 promptly
indicate 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 Seller 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 Seller 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
Seller to the Depositor deemed to be secured by said pledge and that the Trustee
shall be deemed to be

                                      -50-
<PAGE>

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 Seller 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 obligation of the Depositor, the Seller, 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 its
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 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 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 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, the Master
Servicer and the Servicer that all documents required by Section 2.01 have been
executed and received, and that such documents relate to the Mortgage Loans
identified in Exhibit B that have been conveyed to it. If the Trustee (or its
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 its 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 Master Servicer, the
Seller and the Depositor. In addition, the Trustee (or its custodian) shall also
notify the NIMs Insurer, the Master Servicer, the Servicer, the Seller 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

                                      -51-
<PAGE>

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 Seller
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 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 Trust Fund within 90 days from the
date the Trustee 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 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
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 the Trustee shall have
no 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 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 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, the Master Servicer, the
Securities Administrator and the Trustee shall keep confidential the name of
each Mortgagor except as required by this Agreement and the Servicer, the Master
Servicer, the Securities Administrator 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, the Servicer,
the Master Servicer or the Securities Administrator 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, the Servicer, the Master Servicer or the Securities
Administrator having a need to know the same, provided that the Trustee, the
Servicer, the Master Servicer or the Securities Administrator, 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 their Mortgages shall be retained by the
Servicer.

      Within 70 days of the Closing Date, the Trustee (or its custodian) shall
deliver to the NIMs Insurer, the Depositor, the Master Servicer 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.

                                      -52-
<PAGE>

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

            (a) The Depositor hereby represents and warrants to the Servicer,
the Master Servicer, the Securities Administrator, 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.

            (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 Seller, the Depositor had good title to the
      Mortgage
                                      -53-
<PAGE>

      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
Seller with respect to the Mortgage Loans contained in the Sale Agreement were
made as of the Closing Date.

      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 Seller 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 Seller 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 Seller 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 Seller 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 enforce any rights it may have against the Seller under the
Sale Agreement. In furtherance of the above, the Seller 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 Seller shall (1) use reasonable efforts to enforce such
covenant against the Transferor and (2) if the Seller successfully enforces any
obligation of the Transferor to repurchase such Mortgage Loan, the Seller shall
repurchase such Mortgage Loan in accordance with this Section 2.03. If the
Seller 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 Seller shall have no obligation or right to repurchase or cure
such Mortgage Loan.

            (c) Upon discovery by any of the Depositor, the Master Servicer, the
Securities Administrator, 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 Seller,
as applicable, shall either (a) cure such breach in all material

                                      -54-
<PAGE>

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 Seller, the Trustee shall
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 the Transfer Agreement, the Trustee shall, at the request of
the NIMs Insurer, 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 Seller 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 Seller indemnifies and holds the Trust Fund,
the Trustee, the Depositor, the NIMs Insurer, the Master Servicer, the
Securities Administrator, 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 Depositor, the NIMs Insurer,
the Master Servicer, the Securities Administrator, the Servicer and any
Certificateholder may sustain in connection with any actions of the Seller
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 Seller
is not a member of MERS and repurchases a Mortgage Loan which is registered on
the MERS System, the Seller, 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 Seller 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 Seller 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 Securities Administrator 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 Seller 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

                                      -55-
<PAGE>

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 Trustee
(or its custodian), and neither the Trustee nor the Securities Administrator
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 its custodian) pursuant to the terms of this Article II in exchange
for a Deleted Mortgage Loan: (i) the Depositor, the Transferor or the Seller, as
applicable, must deliver to the Trustee (or its 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 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 its
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 Seller substitutes one or more Replacement
Mortgage Loans for one or more Deleted Mortgage Loans, the Seller 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 Seller 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, the NIMs Insurer and the
Securities Administrator 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 Trustee shall cause the Mortgage Loan Schedule to be amended in
accordance with the terms of this Agreement.

      The Seller 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, the
Master Servicer and the Trustee. Upon such substitution by the Seller, 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.

                                      -56-
<PAGE>

            (d) It is understood and agreed that the representations, warranties
and indemnification (i) set forth in this Section 2.03, (ii) of the Seller 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 Seller 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.

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

          SECTION 2.04. Representations and Warranties of the Master Servicer;
  Representations and Warranties of the Servicer; Representations and Warranties
  of the Securities Administrator.

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

                  (i) The Master Servicer is duly organized and is validly
existing as a national banking association and is duly authorized and qualified
to transact any and all business contemplated by this Agreement to be conducted
by the Master Servicer.

                  (ii) The Master Servicer has the power and authority to master
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 action on the part of the Master 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 Master
Servicer, enforceable against the Master 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
hereunder may be brought.

                  (iii) The execution and delivery of this Agreement by the
Master Servicer, the master 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 Master Servicer and will not (A)
result in a material breach of any term or provision of the charter or by-laws
of the Master 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 Master 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 Master Servicer of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over the Master Servicer; and the Master 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 Master Servicer's
ability to perform or meet any of its obligations under this Agreement.

                  (iv) The Master Servicer, or an affiliate thereof, is an
approved servicer of mortgage loans for Fannie Mae and for Freddie Mac.

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

                                      -57-
<PAGE>

execution, delivery or enforceability of this Agreement or its performance of
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 Master Servicer of, or compliance by the Master Servicer
with, this Agreement or the consummation of the transactions contemplated
hereby, or if any such consent, approval, authorization or order is required,
the Master Servicer has obtained the same.

            (b) The Servicer hereby represents and warrants to the Depositor,
the Master Servicer, the Securities Administrator 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.

                                      -58-
<PAGE>

                  (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 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.

            (c) The Securities Administrator hereby represents and warrants to
the Depositor, the Master Servicer, the Servicer and the Trustee as of the date
hereof:

                  (i) The Securities Administrator is duly organized and is
validly existing as a national banking association and is duly authorized and
qualified to transact any and all business contemplated by this Agreement to be
conducted by the Securities Administrator.

                  (ii) The Securities Administrator 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 has duly authorized by all
necessary corporate action on the part of the Securities Administrator 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
Securities Administrator, enforceable against the Securities Administrator 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 hereunder may be brought.

                  (iii) The execution and delivery of this Agreement by the
Securities Administrator, 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 Securities
Administrator and will not (A) result in a material breach of any term or
provision of the charter or by-laws of the Securities Administrator 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 Securities Administrator 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 Securities Administrator of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over the Securities Administrator; and the Securities Administrator 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

                                      -59-
<PAGE>

having jurisdiction over it which breach or violation may materially impair the
Securities Administrator's ability to perform or meet any of its obligations
under this Agreement.

                  (iv) No litigation is pending or, to the best of the
Securities Administrator's knowledge, threatened, against the Securities
Administrator that would materially and adversely affect the execution, delivery
or enforceability of this Agreement or the ability of the Securities
Administrator to perform any of its other obligations under this 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 Securities Administrator of, or compliance by the Securities
Administrator with, this Agreement or the consummation of the transactions
contemplated hereby, or if any such consent, approval, authorization or order is
required, the Securities Administrator has obtained the same.

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

      Upon discovery by the Depositor, the Master Servicer, the Servicer, the
Securities Administrator 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 Securities
Administrator 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 Securities Administrator 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 to the best of
its abilities, to the end that the interests of the Holders may be adequately
and effectively protected.

          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, the M3 REMIC, the M4 REMIC, the M5 REMIC, the M6 REMIC, the B1
REMIC, the B2 REMIC, the B3 REMIC and the C REMIC as a REMIC. The Trustee, upon
written direction of the Securities Administrator, shall sign the returns
providing for such elections and such other tax or information returns which 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 Lower Tier REMIC, the M3 REMIC, the M4 REMIC, the M5
REMIC, the M6 REMIC, the B1 REMIC, the B2 REMIC, the B3 REMIC and the C REMIC be
treated as a REMIC at all times prior to the date on which the Trust Fund is
terminated.

                                      -60-
<PAGE>

            (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 Lower Tier 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 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 Class UTM Interests, the Class
UTB Interests and the Class UTC Interest. 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 that 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.

      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, (i) the pass-through rate on the REMIC Regular Interests
represented by the Class A-1 Certificates and on the sole class of residual
interest in the Upper Tier REMIC shall be subject to a cap equal to the Class
A-1 Available Funds Cap; (ii) the pass-through rate on the REMIC Regular
Interests represented by the Class A-2 Certificates shall be subject to a cap
equal to the Class A-2 Available Funds Cap; and (iii) the pass-through rate on
the REMIC Regular Interests represented by the Subordinate Certificates, and on
the Class UTM Interests and the Class UTB Interests shall be subject to a cap
equal to the Weighted Average Available Funds Cap.

      The asset of the M3 REMIC shall be the Class UTM3 Interest. The Class M-3
Certificate (other than the rights in interest rate cap contracts described in
this Section 2.07) shall be designated as the regular interest in the M3 REMIC
and the Class M3R Interest shall be designated as the sole class of residual
interest in the M3 REMIC. For federal income tax purposes, the pass-through rate
on the REMIC regular interest represented by the Class M-3 Certificates shall be
subject to a cap equal to the Weighted Average Available Funds Cap.

      The asset of the M4 REMIC shall be the Class UTM4 Interest. The Class M-4
Certificate (other than the rights in interest rate cap contracts described in
this Section 2.07) shall be designated as the regular interest in the M4 REMIC
and the Class M4R Interest shall be designated as the sole class of residual
interest in the M4 REMIC. For federal income tax purposes, the pass-through rate
on the REMIC regular interest represented by the Class M-4 Certificates shall be
subject to a cap equal to the Weighted Average Available Funds Cap.

      The asset of the M5 REMIC shall be the Class UTM5 Interest. The Class M-5
Certificate (other than the rights in interest rate cap contracts described in
this Section 2.07) shall be designated as the regular interest in the M5 REMIC
and the Class M5R Interest shall be designated as the sole class of residual
interest in the M5 REMIC. For federal income tax purposes, the pass-through rate
on the REMIC regular interest represented by the Class M-5 Certificates shall be
subject to a cap equal to the Weighted Average Available Funds Cap.

      The asset of the M6 REMIC shall be the Class UTM6 Interest. The Class M-6
Certificate (other than the rights in interest rate cap contracts described in
this Section 2.07) shall be designated as the regular interest in the M6 REMIC
and the Class M6R Interest shall be designated as the sole class of residual
interest in the M6 REMIC. For federal income tax purposes, the pass-through rate
on the

                                      -61-
<PAGE>

REMIC regular interest represented by the Class M-6 Certificates shall be
subject to a cap equal to the Weighted Average Available Funds Cap.

      The asset of the B1 REMIC shall be the Class UTB1 Interest. The Class B-1
Certificate (other than the rights in interest rate cap contracts described in
this Section 2.07) shall be designated as the regular interest in the B1 REMIC
and the Class B1R Interest shall be designated as the sole class of residual
interest in the B1 REMIC. For federal income tax purposes, the pass-through rate
on the REMIC regular interest represented by the Class B-1 Certificates shall be
subject to a cap equal to the Weighted Average Available Funds Cap.

      The asset of the B2 REMIC shall be the Class UTB2 Interest. The Class B-2
Certificate (other than the rights in interest rate cap contracts described in
this Section 2.07) shall be designated as the regular interest in the B2 REMIC
and the Class B2R Interest shall be designated as the sole class of residual
interest in the B2 REMIC. For federal income tax purposes, the pass-through rate
on the REMIC regular interest represented by the Class B-2 Certificates shall be
subject to a cap equal to the Weighted Average Available Funds Cap.

      The asset of the B3 REMIC shall be the Class UTB3 Interest. The Class B-3
Certificate (other than the rights in interest rate cap contracts described in
this Section 2.07) shall be designated as the regular interest in the B3 REMIC
and the Class B3R Interest shall be designated as the sole class of residual
interest in the B3 REMIC. For federal income tax purposes, the pass-through rate
on the REMIC regular interest represented by the Class B-3 Certificates shall be
subject to a cap equal to the Weighted Average Available Funds Cap.

      The asset of the C REMIC shall be the Class UTC Interest. The
Uncertificated Class C Interest shall be designated as the regular interest in
the C REMIC and the Class CR Interest shall be designated as the sole class of
residual interest in the C REMIC.

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

      The beneficial ownership of the Class M3R Interest, the Class M4R
Interest, the Class M5R Interest, the Class M6 Interest, the Class B1R Interest,
the Class B2R Interest, the Class B3R Interest and the Class CR Interest shall
be represented by the Class R-X Certificate. The Class M3R Interest, the Class
M4R Interest, the Class M5R Interest, the Class M6R Interest, the Class B1R
Interest, the Class B2R Interest, the Class B3R Interest and the Class CR
Interest shall not have principal balances and shall not bear interest.

            (c) The "tax matters person" with respect to the Lower Tier REMIC
and the Upper Tier REMIC for purposes of the REMIC Provisions shall be the
beneficial owner of the Class R Certificate; provided, however, that the Holder
of the Class R Certificate, by its acceptance thereof, irrevocably appoints the
Securities Administrator as its agent and attorney-in-fact to act as "tax
matters person" with respect to each such REMIC for purposes of the REMIC
Provisions. If there is more than one beneficial owner of the Class 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. The "tax matters person" with
respect to each of the M3 REMIC, the M4 REMIC, the M5 REMIC, the M6 REMIC, the
B1 REMIC, the B2 REMIC, the B3 REMIC and the C REMIC for purposes of the REMIC
Provisions shall be the beneficial owner of the Class R-X Certificate; provided,
however, that the Holder of a Class R-X Certificate, by its acceptance thereof,
irrevocably appoints the Securities Administrator as its agent and
attorney-in-fact to act as "tax matters person" with respect to

                                      -62-
<PAGE>

each such REMIC for purposes of the REMIC Provisions. If there is more than one
beneficial owner of the Class R-X Certificate, the "tax matters person" shall be
the Person with the greatest percentage interest in the Class R-X 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) 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-1 Certificates, Class M-2 Certificates, the residual interest in the
Upper Tier REMIC held by the holder of the Class R Certificate, the regular
interest in the M3 REMIC held by the holders of the Class M-3 Certificates, the
regular interest in the M4 REMIC held by the holders of the Class M-4
Certificates, the regular interest in the M5 REMIC held by the holders of the
Class M-5 Certificates, the regular interest in the M6 REMIC held by the holders
of the Class M-6 Certificates, the regular interest in the B1 REMIC held by the
holders of the Class B-1 Certificates, the regular interest in the B2 REMIC held
by the holders of the Class B-2 Certificates and the regular interest in the B3
REMIC held by the holders of the Class B-3 Certificates. 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, will be treated as distributed by
the Upper Tier REMIC to the Class UTC Interest and distributed by the C 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.

            (e) The parties intend that the portion of the Trust Fund consisting
of the Uncertificated Class C Interest, 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 Securities Administrator shall (i) furnish or cause to be
furnished to the holders of the Class C Certificates information regarding their
allocable share, if any, of the income with respect to such grantor trust, (ii)
file or cause to be filed with the Internal Revenue Service Form 1041 (together
with any necessary attachments) and such other forms as may be applicable 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 Securities Administrator shall (i) furnish or
cause to be furnished to the holders of the Class P Certificates information
regarding their allocable share of the income with respect to such grantor trust
and (ii) file or cause to be filed with the Internal Revenue Service Form 1041
(together with any necessary attachments) and such other forms as may be
applicable.

                                      -63-
<PAGE>

            (g) [RESERVED]

            (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 from the Mortgage
Loans 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 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.

                                      -64-
<PAGE>

      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 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.

      For purposes of this Section 2.07, (i) the Class LTII1A Interest and Class
LTII1B Interest shall be related to Group One, and (ii) the Class LTII2A
Interest and Class LTII2B Interest shall be related to Group Two.

      All payments of scheduled principal and prepayments and Realized Losses on
the Mortgage Loans that are allocated to the Class M-3 Certificates, shall be
allocated to the Class UTM3 Interest. If on any Distribution Date the
Certificate Principal Balance of the Class M-3 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 amount of
the Class UTM3 Interest.

      All payments of scheduled principal and prepayments and Realized Losses on
the Mortgage Loans that are allocated to the Class M-4 Certificates, shall be
allocated to the Class UTM4 Interest. If on any Distribution Date the
Certificate Principal Balance of the Class M-4 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 amount of
the Class UTM4 Interest.

      All payments of scheduled principal and prepayments and Realized Losses on
the Mortgage Loans that are allocated to the Class M-5 Certificates, shall be
allocated to the Class UTM5 Interest. If on any Distribution Date the
Certificate Principal Balance of the Class M-5 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 amount of
the Class UTM5 Interest.

      All payments of scheduled principal and prepayments and Realized Losses on
the Mortgage Loans that are allocated to the Class M-6 Certificates, shall be
allocated to the Class UTM6 Interest. If on any Distribution Date the
Certificate Principal Balance of the Class M-6 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 amount of
the Class UTM6 Interest.

      All payments of scheduled principal and prepayments and Realized Losses on
the Mortgage Loans that are allocated to the Class B-1 Certificates, shall be
allocated to the Class UTB1 Interest. If on any Distribution Date the
Certificate Principal Balance of the Class B-1 Certificates is increased
pursuant

                                      -65-
<PAGE>

to the last sentence of the definition of "Certificate Principal Balance", then
there shall be an equivalent increase in the principal amount of the Class UTB1
Interest.

      All payments of scheduled principal and prepayments and Realized Losses on
the Mortgage Loans that are allocated to the Class B-2 Certificates, shall be
allocated to the Class UTB2 Interest. If on any Distribution Date the
Certificate Principal Balance of the Class B-2 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 amount of
the Class UTB2 Interest.

      All payments of scheduled principal and prepayments and Realized Losses on
the Mortgage Loans that are allocated to the Class B-3 Certificates, shall be
allocated to the Class UTB3 Interest. If on any Distribution Date the
Certificate Principal Balance of the Class B-3 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 amount of
the Class UTB3 Interest.

      All payments of scheduled principal and prepayments and Realized Losses on
the Mortgage Loans that are allocated to the Class C Certificates, shall be
allocated to the Class UTC Interest. If on any Distribution Date the Certificate
Principal Balance of the Class C 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 amount of the Class UTC 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, the Securities Administrator, the Master Servicer 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 Securities Administrator, the
Master 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
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 Securities
Administrator of its duties and obligations set forth herein, the Securities
Administrator shall indemnify the NIMs Insurer and the Trust Fund against any
and all Losses resulting from such negligence; provided, however, that the
Securities Administrator shall not be liable for any such Losses attributable to
the action or inaction of the Servicer, the Master Servicer, the Depositor, the
Trustee 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 Securities Administrator 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 Securities Administrator have any

                                      -66-
<PAGE>

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 Securities Administrator 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;

            (b) no written information, certificate of an officer, statement
furnished in writing or written report delivered to the Depositor, the Master
Servicer, the Securities Administrator, the NIMs Insurer or the Trustee, any
affiliate of the Depositor, the Master Servicer, the Securities Administrator,
the NIMs Insurer or the Trustee and prepared 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 Trustee 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

                                      -67-
<PAGE>

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 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, the Securities
Administrator 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, the
Securities Administrator 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 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.

      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
payments of taxes and assessments on the Mortgaged Properties and related
insurance premiums shall not, for the purpose of

                                      -68-
<PAGE>

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 Master
Servicer and the Trustee by the Closing Date.

      The Servicer shall deliver to the MI Insurer updates on the Stated
Principal Balance of the MI Mortgage Loans as required by the MI Policy, Notices
of Default and Monthly Delinquency Reports (as such reports are defined in the
MI Policy) and all other reports required by the MI Insurer that are reasonably
available to the Servicer.

      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
Sub-Servicer, when the Servicer or the Sub-Servicer, 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. 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

                                      -69-
<PAGE>

            (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 (each, a "subservicer")
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 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 Master Servicer, 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 and the Master
Servicer copies of all Subservicing Agreements. The Trustee, the Master Servicer
and the Securities Administrator 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, the Securities Administrator
  and the Trustee in Respect of the Servicer.

      None of the Securities Administrator, the Trustee or 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. Master Servicer to Act as Servicer.

                                      -70-
<PAGE>

      Subject to Sections 6.04, 7.03 and 11.02, 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 Master Servicer 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 Master Servicer
shall not be (i) liable for losses of the Servicer pursuant to Section 3.10
hereof or any acts or omissions of 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
Master Servicer (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 Master
Servicer (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 Master Servicer
(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 the 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 Master Servicer in connection with this Section 3.04 or Section 11.02, are
not paid by the Servicer pursuant to this Agreement within 30 days of the date
of the Master Servicer'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 Master Servicer is
unwilling or unable to act as servicer, the Master Servicer 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 Master Servicer, 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 and the
Depositor 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 or such designee
meets the requirements of a successor servicer set forth in Section 7.03 of this
Agreement) 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

                                      -71-

<PAGE>

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 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

                                      -72-

<PAGE>

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, 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)
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;

                  (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;

                  (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

                                      -73-

<PAGE>

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, the Securities
Administrator 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 Securities Administrator, the Trustee and
the Depositor the most current available bank statement for the Collection
Account. Copies of such statement shall be provided by the Securities
Administrator to any Certificateholder and to any Person identified to the
Securities Administrator 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 Securities Administrator.

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

                  (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 Securities
Administrator pursuant to Section 3.05(g) in connection with any losses on
Permitted Investments; and

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

      Any amounts received by the Securities Administrator prior to 1:00 p.m.
New York City time (or such earlier deadline for investment in the Permitted
Investments designated by the Securities Administrator) which are required to be
deposited in the Certificate Account by the Servicer or Master Servicer shall be
invested in Permitted Investments on the Business Day on which they were
received. The foregoing requirements for remittance by the Servicer and Master
Servicer and deposit by the Servicer and Master Servicer into the Certificate
Account shall be exclusive. In the event that the Servicer or the Master
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 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 Securities Administrator 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 Securities Administrator incur
liability for withdrawals from the Certificate Account at the direction of the
Servicer or the Master Servicer. The Securities Administrator shall give notice
to the NIMs Insurer, the Master Servicer 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 Securities Administrator, 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

                                      -74-

<PAGE>

(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 Servicer, or the Securities Administrator, as applicable, 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 Servicer Remittance Date to but not including the fifth Business Day
immediately preceding the related Distribution Date and (ii) the Securities
Administrator to the extent such income and gain (net of any losses) relates to
any other period. Any amounts in such Certificate Account earned for the
benefit of the Servicer shall be remitted by the Securities Administrator 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 Servicer and/or the Securities Administrator, as
applicable, in the Certificate Account out of the Securities Administrator's
own funds immediately as realized; provided that the Securities Administrator
shall be reimbursed by the Servicer for any such losses which relate to the
period from the Servicer Remittance Date 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.

                                      -75-

<PAGE>

      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.

      In addition, with respect to each MI Mortgage Loan that is subject to a
modification, the Servicer shall provide the MI Insurer with written notice of
such modification, which shall include the nature of such modification.

            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 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;

                        (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 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;

                                      -76-

<PAGE>

                        (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 Master Servicer,
the Securities Administrator 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;

                        (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 a "not sufficient 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;

                        (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; and

                        (xv) to pay any obligations under the MI Policy.

      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 Securities Administrator
Fee to the extent on deposit, and such amount shall be deposited in the
Certificate Account; provided, however, if the Securities Administrator does not
receive such Interest Funds, Principal Funds and Securities Administrator 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 Securities
Administrator 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.

                                      -77-

<PAGE>

      In the event of any failure by the Servicer to remit to the Securities
Administrator 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 Securities Administrator, 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 Securities Administrator 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 Securities Administrator 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, the Securities Administrator 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, the Securities Administrator, the Master
Servicer or the Servicer in connection with any such termination);

                        (iii) to reimburse the Securities Administrator, the
Master Servicer or the Trustee for any fees, expenses and indemnification
reimbursable pursuant to this Agreement, including without limitation Sections
3.04, 6.03, 8.05, 8.06 and 11.02 hereof;

                        (iv) to pay to the Servicer or the Securities
Administrator, 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);
and

                        (v) to pay to the MI Insurer, the MI Insurer Fee.

            SECTION 3.09. [RESERVED]

            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

                                      -78-

<PAGE>

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 Securities Administrator 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 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 Securities
Administrator, Master Servicer, 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

                                      -79-

<PAGE>

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.

            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

                                      -80-

<PAGE>

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 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 Master Servicer, Securities Administrator, 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"

                                      -81-

<PAGE>

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 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, the Master Servicer and the
Securities Administrator) 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 Securities Administrator for
deposit to the Certificate Account and the Trustee (or its 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

                                      -82-

<PAGE>

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 (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 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 Securities Administrator for deposit in the Certificate
Account. The Securities Administrator shall notify the Trustee of such deposit.
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.

                                      -83-

<PAGE>

                  (f) The Servicer may write-off any second lien Mortgage Loan
that has been Delinquent for a period of 180 days or more, provided that the
Servicer has certified in an officer's certificate delivered to the Depositor,
the Trustee, the Securities Administrator and the Master Servicer 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.

            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 designee 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
designee 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 designee shall, upon
delivery to the Trustee or its designee 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 designee 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 designee
(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 designee 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 designee to release such
Mortgage Files, provided the Trustee or its designee 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 designee
complies with its duties and obligations under the agreement. If the Trustee or
its designee is unable to release the Mortgage Files within the period
previously specified, the Trustee or its designee 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 designee's negligent failure
to release the related Mortgage File or the Trustee or its designee's negligent
failure to execute and release documents in a timely manner, the Trustee or its
designee, shall be liable for such penalties or damages respectively caused by
it.

      On each day that the Servicer remits to the Trustee or its designee
Requests for Releases pursuant to clauses (ii) or (iii) above, the Servicer
shall also submit to the Trustee or its designee 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).

                                      -84-

<PAGE>

      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 designee, 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 designee to be returned to
the Trustee promptly after possession thereof shall have been released by the
Trustee or its designee 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
designee 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 designee 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 or the Securities
Administrator 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.

      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,
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

                                      -85-

<PAGE>

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 or the
Securities Administrator 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.

      Pursuant to this Agreement, the Servicer shall deliver to the Depositor,
the Securities Administrator, the Master Servicer and the Trustee on or before
March 15 of each year beginning in 2006, or such other date in order to remain
in compliance with the Section 302 Requirements, an Officer's Certificate
stating, as to each signatory thereof, that (i) a review of the activities of
the Servicer during the preceding calendar year and of performance under this
Agreement or a similar agreement has been made under such officer's supervision,
and (ii) to the best of such officers' knowledge, based on such review, the
Servicer has fulfilled all of its obligations under this Agreement throughout
such year, or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officers and the nature
and status thereof. The Master Servicer shall forward a copy of each such
statement received by it to each Rating Agency. Copies of such statement shall
be provided by the Securities Administrator to any Certificateholder upon
written request at the Certificateholder's expense, provided such statement has
been delivered by the Servicer to the Securities Administrator.

            SECTION 3.18. Annual Independent Public Accountants' Servicing
  Statement; Financial Statements.

      On or before March 15 of each year, beginning in 2006 or such other date
in order to remain in compliance with the Section 302 Requirements, the Servicer
at its expense shall cause a nationally recognized firm of independent public
accountants (who may also render other services to the Servicer or any Affiliate
thereof) that is a member of the American Institute of Certified Public
Accountants to furnish a USAP Report to the Securities Administrator, the
Trustee, the Master Servicer and the Depositor. Copies of the USAP Report shall
be provided by the Securities Administrator to any Certificateholder upon
request at the Certificateholder's expense, provided such report has been
delivered by the Servicer to the Securities Administrator. The Trustee shall
deliver to the NIMs Insurer upon written request: (i) a copy of such USAP
Report, and (ii) the Servicer's annual officer's certificate as to compliance
with this Agreement provided by the Servicer to the Trustee pursuant to Section
3.17. In

                                      -86-

<PAGE>

addition, at the NIMs Insurer's written request, the Servicer shall deliver
copies of evidence of the Servicer's fidelity bond or errors and omissions
insurance coverage to the NIMs Insurer. Delivery of such reports, information
and documents to the Trustee is for informational purposes only, and the
Trustee's receipt of such shall not constitute constructive notice of any
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 conclusively rely exclusively on an
Officer's Certificate).

            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. Annual Certificate by Securities Administrator.

      For so long as the Master Servicer and the Securities Administrator are
the same Person, the Securities Administrator shall not be required to satisfy
or perform the terms of Section 3.21(a) and (b).

                  (a) On or before March 15 of each year (commencing in 2006),
an officer of the Securities Administrator shall execute and deliver an
Officer's Certificate, signed by a Responsible Officer of the Securities
Administrator or any officer to whom that officer reports, to the Depositor and
the Master Servicer for the benefit of the Depositor and the Master Servicer and
their respective officers, directors and affiliates, certifying as to the
matters described in the Officer's Certificate attached hereto as Exhibit K.

                  (b) The Securities Administrator shall indemnify and hold
harmless the Depositor, the Master Servicer, the Servicer, the Trustee 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 Securities Administrator or any of its officers, directors,
agents or affiliates of its obligations under this Section 3.21, any material
misstatement or omission in the Officer's Certificate required under this
Section or the negligence, bad faith or willful misconduct of the Securities
Administrator in connection therewith. If the indemnification provided for
herein is unavailable or insufficient to hold harmless the Depositor and the
Master Servicer, then the Securities Administrator agrees that it shall
contribute to the amount paid or payable by the Depositor or the Master Servicer
as a result of the losses, claims, damages or liabilities of the Depositor or
the Master Servicer in such proportion as is appropriate to reflect the relative
fault of the Securities Administrator on the one hand and of the Depositor and
the Master Servicer on the other in connection with a breach of the Securities
Administrator's obligations under this Section 3.21, any material misstatement
or omission in the Officer's Certificate required under this Section or the
Securities Administrator's negligence, bad faith or willful misconduct in
connection therewith.

            SECTION 3.22. Annual Certificate by Servicer.

                  (a) Within 15 days prior to the date on which a Form 10-K is
required to be filed with a Certification by the Master Servicer, the Servicer
shall execute and deliver an Officer's Certificate in the form of Exhibit L
attached hereto, signed by the senior officer in charge of servicing of

                                      -87-

<PAGE>

the Servicer or any officer to whom that officer reports, to the Master Servicer
and Depositor for the benefit of the Master Servicer and Depositor and their
respective officers, directors and affiliates.

                  (b) The Servicer shall indemnify and hold harmless the
Securities Administrator, the Trustee, the Master Servicer and the Depositor and
their respective officers, directors, agents and affiliates from and against (i)
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 Servicer or any of its officers, directors, agents or
affiliates of its obligations under Section 3.17, Section 3.18 and this Section
3.22, (ii) any allegation that the Officer's Certificate required under this
Section contains a misstatement of a material fact or omits or omitted to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading or (iii) the
negligence, bad faith or willful misconduct of the Servicer in connection
therewith. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Securities Administrator, the Master Servicer
and the Depositor, then the Servicer agrees that it shall contribute to the
amount paid or payable by the Securities Administrator, the Master Servicer and
the Depositor as a result of the losses, claims, damages or liabilities of the
Depositor and the Master Servicer in such proportion as is appropriate to
reflect the relative fault of the Depositor and the Master Servicer on the one
hand and the Servicer on the other in connection with a breach of the Servicer's
obligations under this Section 3.22, any material misstatement or omission in
the Officer's Certificate required under this Section or the Servicer's
negligence, bad faith or willful misconduct in connection therewith.

            SECTION 3.23. Prepayment Charge Reporting Requirements.

      Promptly after each Distribution Date, the Servicer shall provide to the
Depositor and the Master Servicer 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;

                  (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. Statements to Securities Administrator.

      Not later than the tenth calendar day of each month, the Servicer shall
furnish to the Securities Administrator a delinquency report substantially in
the form set forth in Exhibit M-1, a monthly remittance advice substantially in
the form set forth in Exhibit M-2 and a realized loss report in the form set
forth in Exhibit M-3 (or such other form or forms as the Master Servicer 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 Securities
Administrator such reports for the applicable Prepayment Period with respect to
prepayments, in the format mutually agreed upon between the Servicer and the
Securities Administrator, including but not

                                      -88-

<PAGE>

limited to information sufficient to allow the Securities Administrator to
prepare the Monthly Statement described in Section 4.05(a).

            SECTION 3.25. Indemnification.

                  (a) The Servicer shall indemnify the Seller, the Trust Fund,
the Trustee, the Depositor, the Securities Administrator, the Master Servicer,
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 Seller, the Trustee, the Securities
Administrator, the Master Servicer, 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 follow any reasonable written instructions received
from the NIMs Insurer and the Master Servicer in connection with such claim, it
being understood that the Master Servicer shall have no duty to monitor or give
instructions with respect to such claims. The Servicer shall provide the
Depositor, the Securities Administrator, the Trustee, the NIMs Insurer and the
Master Servicer with a written report of all expenses and advances incurred by
the Servicer pursuant to this Section 3.25(a), 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.

                  (b) The Master Servicer shall indemnify the Seller, the Trust
Fund, the Trustee, the Securities Administrator, the Servicer and the Depositor
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 Master Servicer to perform its duties and
master service the Mortgage Loans in compliance with the terms of this
Agreement. The Master Servicer immediately shall notify the Seller, the Trustee,
the Servicer, the Securities Administrator 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 Master Servicer shall follow any written instructions received from
the Trustee in connection with such claim it being understood that the Trustee
shall have no duty to monitor or give instructions with respect to such claims.
The Master Servicer shall provide the Servicer, the Securities Administrator,
the Trustee and the Depositor with a written report of all expenses and advances
incurred by the Master Servicer pursuant to this Section 3.25(b), and the Master
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 the claim in any way relates to the failure of the Master
Servicer to service and administer the Mortgage Loans in material compliance
with the terms of this Agreement or the negligence, bad faith or willful
misconduct of the Master Servicer. The

                                      -89-
<PAGE>
provisions of this paragraph shall survive the termination of this Agreement and
the payment of the outstanding Certificates.

            (c) The Securities Administrator shall indemnify the Seller, the
Trust Fund, the Trustee, the Servicer, the Master Servicer and the Depositor 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 Securities Administrator to perform its duties in
compliance with the terms of this Agreement. The Securities Administrator
immediately shall notify the Seller, the Trustee, the Servicer, the Master
Servicer 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 Securities Administrator shall
follow any written instructions received from the Trustee in connection with
such claim it being understood that the Trustee shall have no duty to monitor or
give instructions with respect to such claims. The Securities Administrator
shall provide the Trustee, the Servicer, the Master Servicer and the Depositor
with a written report of all expenses and advances incurred by the Securities
Administrator pursuant to this Section 3.25(c), and the Securities Administrator
shall promptly reimburse itself from the assets of the Trust Fund in the
Certificate Account for all amounts advanced by it pursuant to the preceding
sentence except when the claim in any way relates to the failure of the
Securities Administrator to perform its duties in material compliance with the
terms of this Agreement or the negligence, bad faith or willful misconduct of
the Securities Administrator. 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 for 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. [RESERVED]

         SECTION 3.28. MI Policies, Claims Under the MI Policies.

            (a) Notwithstanding anything to the contrary elsewhere in this
Agreement, the Servicer shall not agree to any modification or assumption of a
MI Mortgage Loan or take any other action with respect to an MI Mortgage Loan
that could result in denial of coverage under the MI Policy. The Servicer shall
notify the MI Insurer that the Securities Administrator, on behalf of the
Certificateholders, is the "Insured," as that term is defined in the related MI
Policy, of each MI Mortgage Loan insured by the MI Insurer; provided, that such
designation is made solely for the purpose of entitling the Trust Fund to
receive payments for claims under the MI Policy and the Securities Administrator
shall not, except as provided herein, be deemed to assume the obligations of the
"Insured" thereunder. The Servicer shall, on behalf of the Securities
Administrator, prepare and file on a timely basis with the MI Insurer all claims
that may be made under the MI Policy with respect to the MI Mortgage Loans.

                                      -90-
<PAGE>

Consistent with all rights and obligations hereunder, the Servicer shall take
all actions required under the MI Policy as a condition to the payment of any
such claim. Any amount received from the MI Insurer with respect to any MI
Mortgage Loan shall be deposited by the Servicer, no later than two Business
Days following receipt thereof, into the Collection Account. The Servicer shall
calculate the MI Insurer Fee due to the MI Insurer for each Distribution Date,
and shall include such amount in the Servicer's Remittance Report related to
such Distribution Date.

                                   ARTICLE IV

                                  DISTRIBUTIONS

         SECTION 4.01. Advances.

            (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 Securities
Administrator 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 Master Servicer 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.

                                      -91-
<PAGE>

            (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 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 Master Servicer. 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 and is
required to advance only the interest portion on second lien mortgage loans.

            (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.

         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 Master Servicer, the Securities
Administrator, the Trustee, the Trust Fund 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 Lower Tier REMIC, the M3 REMIC, the M4 REMIC, the
M5 REMIC, the M6 REMIC, the B1 REMIC, the B2 REMIC, the B3 REMIC and the C 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) On each Distribution Date, prior to any distributions to the
Certificateholders, the Securities Administrator shall pay to the MI Insurer,
the MI Insurer Fee for such Distribution Date from Interest Funds then on
deposit in the Certificate Account.

            (b) On each Distribution Date, the Securities Administrator shall
make the following distributions from funds then available in the Certificate
Account, of an amount equal to the

                                      -92-
<PAGE>

Interest Funds remaining after the distributions made pursuant to Section
4.04(a) above 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 Seller 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 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;

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

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

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

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

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

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

                  (ix) 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;

                  (x) 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;

                  (xi) 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

                  (xii) any remainder pursuant to Section 4.04(f) hereof.

      On each Distribution Date, subject to the proviso in (ii) 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

                                      -93-
<PAGE>

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, the Securities Administrator shall
make the following distributions from the Certificate Account of an amount equal
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 Class A Certificates, the Class A Principal
Distribution Amount shall be distributed as follows:

                      (a) the Group One Principal Distribution Amount will be
      distributed as follows: sequentially to the Class R and Class A-1
      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 and then to
      the Class A-2B 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 Class M, Class B and Class C Certificates has been reduced to zero,
      any principal distributions allocated to the Class A-2A and Class A-2B
      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;


                  (ii)  to the Class M-1 Certificates, the Class M-1 Principal
      Distribution Amount;

                  (iii) to the Class M-2 Certificates, the Class M-2 Principal
      Distribution Amount;

                  (iv) to the Class M-3 Certificates, the Class M-3 Principal
      Distribution Amount;

                  (v) to the Class M-4 Certificates, the Class M-4 Principal
      Distribution Amount;

                  (vi) to the Class M-5 Certificates, the Class M-5 Principal
      Distribution Amount;

                  (vii) to the Class M-6 Certificates, the Class M-6 Principal
      Distribution Amount;

                  (viii) to the Class B-1 Certificates, the Class B-1 Principal
      Distribution Amount;

                  (ix) to the Class B-2 Certificates, the Class B-2 Principal
      Distribution Amount;

                                      -94-
<PAGE>

                  (x) to the Class B-3 Certificates, the Class B-3 Principal
      Distribution Amount; and

                  (xi) any remainder pursuant to Section 4.04(f) hereof.

            (e) [RESERVED]

            (f) On each Distribution Date, the Securities Administrator shall
make the following distributions up to the following amounts from the
Certificate Account of the remainders pursuant to Section 4.04(b)(xii) and
(d)(xi) 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) for distribution as part of the Principal Distribution
      Amount, the Extra Principal Distribution Amount;

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

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

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

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

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

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

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

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

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

                  (xi) 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

                  (xii) the remainder pursuant to Section 4.04(g) hereof.

            (g) on each Distribution Date, the Securities Administrator shall
allocate the remainders pursuant to Section 4.04(f)(xii) as follows:

                                      -95-
<PAGE>

                  (i) 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

                  (ii) the remainder pursuant to Section 4.04(h) hereof.

            (h) On each Distribution Date, the Securities Administrator shall
allocate the remainder pursuant to Section 4.04(g)(ii) hereof (i) to the
Securities Administrator to reimburse amounts or pay indemnification amounts
owing to the Master Servicer and the Securities Administrator pursuant to
Section 6.03 and (ii) 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 Securities Administrator 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;

                  (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 Securities Administrator shall make
distributions to each Certificateholder of record on the preceding Record Date
either by wire transfer in immediately available funds to the

                                      -96-
<PAGE>

account of such holder at a bank or other entity having appropriate facilities
therefor, if such Holder has so notified the Securities Administrator 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
a report (the "Remittance Report") to the Securities Administrator in the form
of a computer readable magnetic tape (or by such other means as the Servicer and
the Securities Administrator may agree from time to time) containing such data
and information as to permit the Securities Administrator to prepare the Monthly
Statement to Certificateholders and make the required distributions for the
related Distribution Date. The Securities Administrator 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.

            (k) The Securities Administrator is hereby directed by the Depositor
to execute the Cap Contracts on behalf of the Trust Fund 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 Securities Administrator 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 Securities Administrator 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, Class M and Class B 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, Class M and
Class B Certificates, pro rata based upon such Floating Rate Certificate
Carryovers for each such class of Class A, Class M and Class B Certificates.
Amounts received on the Class A-1 Cap Contract will only be available to make
payments on the Class A-1 and Class R

                                      -97-
<PAGE>

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 Certificate Cap Contract will only be available to make payments
on the Subordinate Certificates.

                  (i) The Securities Administrator shall establish and maintain,
for the benefit of the Trust Fund and the Certificateholders, the Cap Contract
Account. On or prior to the related Cap Contract Termination Date, amounts, if
any, received by the Securities Administrator for the benefit of the Trust Fund
in respect of the related Cap Contract shall be deposited by the Securities
Administrator into the Cap Contract Account and will be used to pay Floating
Rate Certificate Carryovers on the related Class A, Class M and Class B
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 Trust Fund under a Cap
Contract and the Securities Administrator is required to distribute excess
amounts to the holders of the Class C Certificates as described above,
information regarding such distribution will be included in the monthly
statement made available on the Securities Administrator's website pursuant to
Section 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 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.

         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 Securities Administrator shall prepare and make available on its website
located at www.ctslink.com to each Holder of a Class of Certificates of the
Trust Fund, the Servicer, the Master Servicer, the Trustee, 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;


                                      -98-
<PAGE>

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

                  (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;

                                      -99-
<PAGE>

                  (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 amount thereof to be paid to the Class A,
Class M, Class B and Class C Certificates described in Section 4.04(k) hereof;

                  (xxi) 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;

                  (xxii) 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.

                  (xxiii) the amount of the MI Insurer Fee paid to the MI
Insurer;

                  (xxiv) the number and aggregate Stated Principal Balance of
Mortgage Loans covered by the MI Policy as of the end of the related Due Period;
and

                  (xxv) (A) the amount of any claims paid by the MI Insurer
pursuant to the MI Policy with respect to principal, (B) the amount of any
claims paid by the MI Insurer pursuant to the MI Policy with respect to
interest, and (C) solely to the extent provided by the Servicer, the amount of
any claims made under the MI Policy and the amount of any claims rejected under
the MI Policy, each as of such Distribution Date.

            (b) The Securities Administrator 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

                                     -100-
<PAGE>

Securities Administrator's Internet website. The Securities Administrator's
Internet website shall initially be located at "www.ctslink.com." Assistance in
using the website can be obtained by calling the Securities Administrator's
customer service desk at (301) 815-6600. 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 Securities
Administrator 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 Securities
Administrator shall provide timely and adequate notification to all above
parties regarding any such changes.

      The Securities Administrator shall also be entitled to rely on but shall
not be responsible for the content or accuracy of any information provided by
third parties for purposes of preparing the monthly statement and may affix
thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party hereto).

      As a condition to access the Securities Administrator's internet website,
the Securities Administrator may require registration and the acceptance of a
disclaimer. The Securities Administrator 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 Securities Administrator.

            (d) If so requested in writing within a reasonable period of time
after the end of each calendar year, the Securities Administrator 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 such Person was a
Certificateholder. Such obligation of the Securities Administrator shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Securities Administrator pursuant to any
requirements of the Code as are from time to time in effect.

            (e) Upon filing with the Internal Revenue Service, the Securities
Administrator shall furnish to the Holders of the Class R Certificate and the
Class R-X 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 or a Class R-X 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

                                     -101-
<PAGE>

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:

<TABLE>
<CAPTION>
                Minimum       Integral Multiples in     Original Certificate
  Class      Denomination       Excess of Minimum        Principal Balance
---------    -------------    ---------------------     --------------------
<S>          <C>              <C>                       <C>
  A-1        $   25,000.00    $                1.00     $        205,391,000
  A-2A       $   25,000.00    $                1.00     $         88,759,000
  A-2B       $   25,000.00    $                1.00     $         63,455,000
  M-1        $   25,000.00    $                1.00     $         64,680,000
  M-2        $   25,000.00    $                1.00     $         14,425,000
  M-3        $   25,000.00    $                1.00     $          4,187,000
  M-4        $   25,000.00    $                1.00     $          7,445,000
  M-5        $   25,000.00    $                1.00     $          4,187,000
  M-6        $   25,000.00    $                1.00     $          3,257,000
  B-1        $   25,000.00    $                1.00     $          2,559,000
  B-2        $   25,000.00    $                1.00     $          2,326,000
  B-3        $   25,000.00    $                1.00     $          2,325,000
  C                     (1)                      (1)                     100%
  R          $      100.00                      N/A     $             100.00
  R-X                   (2)                     N/A                       (2)
  P                     (3)                      (3)                      (3)
</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%.

                                     -102-
<PAGE>

(2)   The Class R-X Certificates shall not have minimum dollar denominations or
      Certificate Principal Balances and shall be issued in a minimum percentage
      interest of 100%.

(3)   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 Securities Administrator 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
Securities Administrator 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 Securities Administrator 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 Securities
Administrator shall authenticate the Certificates to be issued at the written
direction of the Depositor, or any Affiliate thereof.

      The Certificates sold in offshore transactions in reliance on Regulation S
shall be issued initially in the form of one or more permanent global
certificates in definitive, fully registered form without interest coupons with
the applicable legends set forth in Exhibit A hereto added to the form of each
such Certificate (each, a "Regulation S Book-Entry Certificate"), which shall be
deposited on behalf of the Holders of such Certificates represented thereby with
the Securities Administrator, as custodian for DTC and registered in the name of
a nominee of DTC, duly executed and authenticated by the Securities
Administrator and the Authenticating Agent as hereinafter provided. The
aggregate principal amounts of the Regulation S Book-Entry Certificates may from
time to time be increased or decreased by adjustments made on the records of the
Securities Administrator or DTC or its nominee, as the case may be, as
hereinafter provided.

      The Certificates sold in reliance on Rule 144A shall be issued initially
in the form of one or more permanent global certificates in definitive, fully
registered form without interest coupons with the applicable legends set forth
in Exhibit A hereto added to the form of each such Certificate (each, a "Rule
144A Book-Entry Certificate"), which shall be deposited on behalf of the Holders
of such Certificates represented thereby with the Securities Administrator, as
custodian for DTC and registered in the name of a nominee of DTC, duly executed
and authenticated by the Securities Administrator and the Authenticating Agent
as hereinafter provided. The aggregate principal amounts of the Rule 144A
Book-Entry Certificates may from time to time be increased or decreased by
adjustments made on the records of the Securities Administrator or DTC or its
nominee, as the case may be, as hereinafter provided.

         SECTION 5.02. Certificate Register; Registration of Transfer and
Exchange of Certificates.

            (a) The Securities Administrator 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 Securities Administrator 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 Securities
Administrator 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.

                                     -103-
<PAGE>

      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 surrender of the Certificates to be
exchanged at the office or agency of the Securities Administrator. Whenever any
Certificates are so surrendered for exchange, the Securities Administrator shall
execute, 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 Securities
Administrator 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 Securities Administrator in accordance
with such Securities Administrator'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 Securities Administrator 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 Securities Administrator 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, the Securities Administrator 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
Securities Administrator 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 Securities
Administrator 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, the Securities Administrator 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.

      By acceptance of a Regulation S Global Security, whether upon original
issuance or subsequent transfer, each Holder of such a Certificate acknowledges
the restrictions on the transfer of such Certificate set forth thereon and
agrees that it will only transfer such a Certificate as provided herein. In
addition, each Holder of a Regulation S Global Security shall be deemed to have
represented and warranted to the Depositor, the Securities Administrator and any
of their respective successors that: (i) such Person is not a "U.S. person"
within the meaning of Regulation S and was, at the time the buy order was
originated, outside the United States and (ii) such Person understands that such
Certificates have not been registered

                                     -104-
<PAGE>

under the Securities Act and that (x) until the expiration of the 40-day
distribution compliance period (within the meaning of Regulation S), no offer,
sale, pledge or other transfer of such Certificates or any interest therein
shall be made in the United States or to or for the account or benefit of a U.S.
person (each as defined in Regulation S), (y) if in the future it decides to
offer, resell, pledge or otherwise transfer such Certificates, such Certificates
may be offered, resold, pledged or otherwise transferred only (A) to a person
which the seller reasonably believes is a "qualified institutional buyer" as
defined in Rule 144A under the Securities Act, that is purchasing such
Certificates for its own account or for the account of a qualified institutional
buyer to which notice is given that the transfer is being made in reliance on
Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in
compliance with the provisions of Regulation S, in each case in compliance with
the requirements of this Agreement; and it will notify such transferee of the
transfer restrictions specified in this Section.

      No transfer of an ERISA-Restricted Certificate, Class R Certificate or
Class R-X Certificate shall be made to any Person unless the Securities
Administrator 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, 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 Securities Administrator, and upon which the Securities
Administrator 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
Master Servicer, the Securities Administrator, 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
Securities Administrator, the Trustee, the Master Servicer, 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 Securities Administrator by the transferee's acceptance of an ERISA
Restricted Certificate, a Class R Certificate or a Class R-X Certificate (or the
acceptance by a Certificate Owner of the beneficial interest in any Class of
ERISA Restricted Certificates, a Class R Certificate or a Class R-X
Certificate).

      Notwithstanding any other provision herein to the contrary, any purported
transfer of an ERISA Restricted Certificate, a Class R Certificate or a Class
R-X Certificate to or on behalf of a Plan without the delivery to the Securities
Administrator of a representation or an Opinion of Counsel satisfactory to the
Securities Administrator as described above shall be void and of no effect. The
Securities Administrator shall not be under any liability to any Person for any
registration or transfer of any ERISA Restricted Certificate, a Class R
Certificate or a Class R-X Certificate that is in fact not permitted by this
Section 5.02(b), nor shall the Securities Administrator 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 Securities Administrator
in accordance with the foregoing requirements. The Securities Administrator
shall be entitled, but not obligated, to recover from any Holder of any ERISA
Restricted Certificate, a Class R Certificate or a

                                     -105-
<PAGE>

Class R-X 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 ERISA Restricted
Certificate, a Class R Certificate or a Class R-X 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 or a Class R-X 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 or a Class R-X Certificate are expressly
subject to the following provisions:

                  (i) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate or a Class R-X Certificate shall be a Permitted Transferee
and shall promptly notify the Securities Administrator of any change or
impending change in its status as a Permitted Transferee.

                  (ii) No Ownership Interest in a Class R Certificate or a Class
R-X 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 or a Class R-X Certificate may be registered on the Closing
Date or thereafter transferred, and the Securities Administrator shall not
register the Transfer of any Class R Certificate or a Class R-X Certificate
unless, in addition to the certificates required to be delivered to the
Securities Administrator under subparagraph (b) above, the Securities
Administrator 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 or a Class R- X Certificate, declaration
(11) in Appendix A of the Transfer Affidavit may be left blank. If the
transferor requests by written notice to the Securities Administrator 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 or a Class R-X 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 or a Class R-X
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 or a Class R-X Certificate and (C) not to Transfer its
Ownership Interest in a Class R Certificate or a Class R-X Certificate or to
cause the Transfer of an Ownership Interest in a Class R Certificate or a Class
R-X 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 or a Class R-X 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 Securities
Administrator with a duly completed and effective Internal Revenue Service Form
W-8ECI (or any successor thereto) and the Securities Administrator 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 or a Class R-X 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 or a Class R-X 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 or Class R-X
Certificate. The Securities Administrator shall be under no liability to any
Person for any registration of

                                     -106-
<PAGE>

Transfer of a Class R Certificate or a Class R-X 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
Securities Administrator shall be entitled but not obligated to recover from any
Holder of a Class R Certificate or a Class R-X 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 or Class R-X Certificate at and after either such time. Any
such payments so recovered by the Securities Administrator shall be paid and
delivered by the Securities Administrator to the last preceding Permitted
Transferee of such Certificate.

                  (v) At the option of the Holder of the Class R Certificate,
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 Securities Administrator 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
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).

                  (vi) At the option of the Holder of the Class R-X Certificate,
the Class M3R Interest, the Class M4R Interest, the Class M5R Interest, the
Class M6R Interest, the Class B1R Interest, the Class B2R Interest, the Class
B3R Interest and the Class CR Interest may be severed and represented by
separate certificates; provided, however, that such separate certification may
not occur until the Securities Administrator 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-X 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 M3R Interest, the Class M4R
Interest, the Class M5R Interest, the Class M6R Interest, the Class B1R
Interest, the Class B2R Interest, the Class B3R Interest and the Class CR
Interest shall be severed and represented by separate Certificates.

                  The restrictions on Transfers of a Class R Certificate or a
Class R-X 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 or a Class
R-X Certificate may be deleted) with respect to Transfers occurring after
delivery to the Securities Administrator and the NIMs Insurer of an Opinion of
Counsel, which Opinion of Counsel shall not be an expense of the Securities
Administrator, 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 or a Class R-X
Certificate hereby consents to any amendment of this Agreement that, based on an
Opinion of Counsel furnished to the Securities

                                     -107-
<PAGE>

Administrator, is reasonably necessary (a) to ensure that the record ownership
of, or any beneficial interest in, a Class R Certificate or a Class R-X
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 or a Class R-X 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
Securities Administrator in writing upon the transfer of the Class R Certificate
or a Class R-X Certificate.

            (e) The Privately Offered Certificates may not be offered or sold
except to (i) QIBs in reliance on the exemption from the registration
requirements of the Securities Act provided by Rule 144A that are "United States
Persons" for purposes of the Code, (ii) Institutional Accredited Investors, that
are United States Persons (as defined by Regulation S) for purposes of the Code
or (iii) outside the United States, persons who are not U.S. persons (as defined
by Regulation S) in offshore transactions in compliance with Regulation S.

      To permit compliance with the foregoing in connection with any proposed
transfer of the Privately Offered Certificates, the Securities Administrator
shall cooperate with the Depositor in furnishing, upon the request of any
Certificateholder, to such Certificateholder or Certificate Owner and a
prospective transferee designated by such Certificateholder, the information
required to be delivered under Rule 144A(d)(4).

            Each Certificateholder, by its acceptance of a Privately Offered
Certificate, will be deemed to have represented and agreed as follows (terms
used in this section that are defined in Rule 144A are used herein as defined
therein):

                  (1) It (A)(i) is a QIB, (ii) is aware that the sale of the
            Class B-1, Class B-2, Class B-3, Class M-4, Class M-5 or Class M-6
            Certificates, as applicable, is being made in reliance on Rule 144A
            and (iii) is acquiring such Certificates for its own account or for
            the account of a QIB, as the case may be, (B)(i) is an Institutional
            Accredited Investor, (ii) is purchasing the Class B-1, Class B-2,
            Class B-3, Class M-4, Class M-5 or Class M-6 Certificates being sold
            to it for its own account or for certain qualified institutional
            accounts and (iii) is not acquiring such Class B-1, Class B-2, Class
            B-3, Class M-4, Class M-5 or Class M-6 Certificates with a view to
            any resale or distribution thereof other than in accordance with the
            restrictions set forth below or (C) (i) is not a U.S. person (as
            defined by Regulation S), (ii) was at the time the buy order was
            originated outside the United States and (iii) until the expiration
            of the 40-day distribution compliance period (within the meaning of
            Regulation S), no offer, sale, pledge or other transfer of such
            Certificates or any interest thereon shall be made in the United
            States or to or for the account or benefit of a U.S. person (as
            defined by Regulation S).

                  (2) It understands that the Privately Offered Certificates
            have not been and will not be registered under the Securities Act
            and may not be reoffered, resold, pledged or otherwise transferred
            except (A)(i) to a Person whom it reasonably believes is a QIB in a
            transaction meeting the requirements of Rule 144A, (ii) to an
            Institutional Accredited Investor in a transaction exempt from the
            registration requirements of the Securities Act, or (iii) outside
            the United States, to Persons who are not U.S. persons (as defined
            by Regulation S) in offshore transactions in compliance with
            Regulation S and (B) in accordance with all applicable securities
            laws of the states of the United States.

                                     -108-
<PAGE>

                  (3) It understands that any Privately Offered Certificates
            acquired by it pursuant to clause (1)(B) above will be in the form
            of definitive physical certificates ("Certificates") bearing the
            legend set forth in paragraph (4) below.

                  (4) The Privately Offered 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. IF THE CERTIFICATE IS A DEFINITIVE CERTIFICATE, NO
                  TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE
                  SECURITIES ADMINISTRATOR SHALL HAVE RECEIVED, IN FORM AND
                  SUBSTANCE SATISFACTORY TO THE SECURITIES ADMINISTRATOR (A) AN
                  INVESTMENT LETTER FROM THE PROSPECTIVE INVESTOR; AND (B)
                  REPRESENTATIONS FROM THE TRANSFEROR REGARDING THE OFFERING AND
                  SALE OF THE CERTIFICATES.

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

                  Any Privately Offered Certificate acquired pursuant to
            Regulation S will bear the following two legends in replacement of
            the legends above:

                                     -109-
<PAGE>

                  THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES
                  LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR
                  PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
                  TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
                  WITHIN THE UNITED STATES (AS DEFINED IN RULES 901 THROUGH 905
                  OF THE ACT ("REGULATION S")) OR TO, OR FOR THE ACCOUNT OR
                  BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), IN THE
                  ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS
                  EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

                  THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES
                  (A) THAT, UNTIL THE EXPIRATION OF THE APPLICABLE "DISTRIBUTION
                  COMPLIANCE PERIOD" WITHIN THE MEANING OF REGULATION S, ANY
                  OFFER, SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE
                  SHALL NOT BE MADE IN THE UNITED STATES OR TO, OR FOR THE
                  ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (EACH AS DEFINED IN
                  REGULATION S) AND (B) TO OFFER, SELL, PLEDGE OR OTHERWISE
                  TRANSFER THIS CERTIFICATE WITHIN THE UNITED STATES OR TO, OR
                  FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (EACH AS DEFINED
                  IN REGULATION S) ONLY (1) PURSUANT TO A REGISTRATION STATEMENT
                  WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE ACT, (2) TO A
                  PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
                  BUYER" AS DEFINED IN RULE 144A UNDER THE ACT THAT PURCHASES
                  FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
                  INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
                  IS BEING MADE IN RELIANCE ON RULE 144A, (3) TO AN
                  INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE
                  501(A)(1), (2), (3) OR (7) OF REGULATION D, OR (4) OUTSIDE THE
                  UNITED STATES TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED
                  BY REGULATION S OF THE ACT ("REGULATION S")) IN AN OFFSHORE
                  TRANSACTION IN COMPLIANCE WITH REGULATION S, AND IN EACH CASE
                  IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
                  UNITED STATES AND SUBJECT TO THE SECURITIES ADMINISTRATOR'S
                  RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE
                  DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN
                  THE POOLING AND SERVICING AGREEMENT.

                  (5) Any information the purchaser desires concerning the
            Privately Offered Certificates or any other matter relevant to its
            decision to purchase the Privately Offered Certificates is or has
            been made available to it.

      The transferor of a Privately Offered Certificate or a beneficial interest
in a Privately Offered Certificate (except in the case of the transfer of (i) a
beneficial interest in a Rule 144A Book-Entry Certificate for a beneficial
interest in a Rule 144A Book-Entry Certificate or (ii) a beneficial interest in
a Regulation S Book-Entry Certificate for a beneficial interest in a Regulation
S Book-Entry Certificate) shall be required to provide to the Securities
Administrator (i) in the case of a transferor holding a Definitive Certificate
or a beneficial interest in a Regulation S Book-Entry Certificate and wishing to

                                     -110-
<PAGE>

transfer to a Person in the form of a beneficial interest in a Rule 144A
Book-Entry Certificate, a transferor letter substantially in the form attached
as Exhibit H and a transferee letter substantially in the form attached as
Exhibit H or (ii) in the case of a transferor holding a Definitive Certificate
or a beneficial interest in a Rule 144A Book-Entry Certificate and wishing to
transfer to a Person in the form of a beneficial interest in a Regulation S
Book-Entry Certificate, a transferor letter substantially in the form attached
as Exhibit Q.

      No transfer of a Certificate to a transferee in the form of a Definitive
Certificate shall be registered unless such transfer is (i) to a QIB and a
transferor letter substantially in the form attached as Exhibit R and a
transferee letter substantially in the form attached as Exhibit H are delivered
to the Securities Administrator, (ii) outside the United States, to a person who
is not a U.S. person (as defined by Regulation S) in an offshore transaction in
compliance with Regulation S and a transferor letter substantially in the form
attached as Exhibit Q is delivered to the Securities Administrator or (iii) to
an "accredited investor" under Rule 501(a)(1), (2), (3) or (7) under the
Securities Act and a transferor letter substantially in the form attached as
Exhibit F and a transferor letter substantially in the form attached as Exhibit
G are delivered to the Securities Administrator.

      The Securities Administrator may conclusively rely on any such transferor
letter and representation letter as sufficient to confirm that the proposed
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and other
applicable laws.

            (f) 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 Trust Fund, the Depositor, the Securities Administrator or the Trustee.

         SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.

      If (a) any mutilated Certificate is surrendered to the Securities
Administrator or the Securities Administrator 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 Securities Administrator and
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 Securities Administrator
that such Certificate has been acquired by a bona fide purchaser, the Securities
Administrator 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 Securities
Administrator 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 Securities Administrator and
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 Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time. All
Certificates surrendered to the Securities Administrator under the terms of this
Section 5.03 shall be canceled and destroyed by the Securities Administrator in
accordance with its standard procedures without liability on its part.

         SECTION 5.04. Persons Deemed Owners.

      The NIMs Insurer, the Trustee, the Securities Administrator and any agent
of the NIMs Insurer, the Trustee or the Securities Administrator 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 none of the NIMs Insurer,
the Trustee or the

                                     -111-
<PAGE>

Securities Administrator, nor any agent of the NIMs Insurer, the Trustee or the
Securities Administrator 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 Securities Administrator, (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 such Certificateholders propose to
transmit or if the NIMs Insurer or the Depositor shall request such information
in writing from the Securities Administrator, then the Securities Administrator
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 Securities Administrator, if any. The Depositor and every Certificateholder,
by receiving and holding a Certificate, agree that the Securities Administrator
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 Securities Administrator, 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 Securities Administrator 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;

                                     -112-
<PAGE>

            (f) the Securities Administrator and 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.

      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, the Securities Administrator 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 Securities
Administrator and 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 Securities
Administrator or the Depositor is unable to locate a qualified successor, (ii)
the Depositor notifies the Securities Administrator 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 Securities Administrator, 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 Securities
Administrator 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
Securities Administrator with an adequate inventory of certificates to
facilitate the issuance and transfer of Definitive Certificates. Upon surrender
to the Securities Administrator of any such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Securities Administrator shall authenticate and deliver such Definitive
Certificates. Neither the Depositor nor the Securities Administrator 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 Securities Administrator, to the extent applicable
with respect to such Definitive Certificates and the Securities Administrator
shall recognize the Holders of such Definitive Certificates as
Certificateholders hereunder.

                                     -113-
<PAGE>

      (b) Any Privately Offered Certificate sold to an "accredited investor" (as
defined under Rule 501(a)(1), (2), (3) or (7) under the Securities Act) shall be
issued in the form of one or more Definitive Certificates. The Securities
Administrator will effect such transfer in accordance with its customary
procedures.

         SECTION 5.09. Maintenance of Office or Agency.

      The Securities Administrator 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 Securities
Administrator initially designates its offices at Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479, Attention: Client Services Manager - Ownit
Mortgage Loan Trust, Series 2005-5 as offices for such purposes. The Securities
Administrator will give prompt written notice to the Certificateholders of any
change in such location of any such office or agency.

                                   ARTICLE VI

       THE DEPOSITOR, THE MASTER SERVICER, THE SERVICER AND THE SECURITIES
                                  ADMINISTRATOR

         SECTION 6.01. Respective Liabilities of the Depositor, the Master
      Servicer, the Servicer and the Securities Administrator.

      The Depositor, the Master Servicer, the Servicer and the Securities
Administrator 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, the Master
      Servicer, the Servicer or the Securities Administrator.

      Except as provided in the next paragraph, the Depositor, the Master
Servicer, the Servicer and the Securities Administrator 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.

      Any Person into which the Depositor, the Master Servicer, the Servicer or
the Securities Administrator may be merged or consolidated, or any Person
resulting from any merger or consolidation to which the Depositor, the Master
Servicer, the Servicer or the Securities Administrator shall be a party, or any
Person succeeding to the business of the Depositor, the Master Servicer, the
Servicer or the Securities Administrator, shall be the successor of the
Depositor, the Master Servicer, the Securities Administrator 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
      Securities Administrator, the Master Servicer, the Servicer and Others.

                                     -114-
<PAGE>

      None of the Depositor, the Master Servicer, the Servicer, the Securities
Administrator nor any of the directors, officers, employees or agents of the
Depositor, the Master Servicer, the Servicer or the Securities Administrator
shall be under any liability to the Trust Fund 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 Master Servicer, the
Servicer, the Securities Administrator or any such Person against any breach of
representations or warranties made by it herein or protect the Depositor, the
Master Servicer, the Servicer, the Securities Administrator 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, the
Master Servicer, the Servicer or the Securities Administrator and any director,
officer, employee or agent of the Depositor, the Master Servicer, the Servicer
or the Securities Administrator 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 Master Servicer, the Servicer, the
Securities Administrator and any director, officer, employee or agent of the
Depositor, the Master Servicer, the Servicer or the Securities Administrator
shall be indemnified by the Trust Fund 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). None of the Depositor, the Master Servicer, the
Servicer nor the Securities Administrator 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 any of the Depositor, the Master
Servicer, the Servicer or the Securities Administrator 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 Trust Fund, and the Depositor, the Master
Servicer, the Servicer and the Securities Administrator shall be entitled to be
reimbursed therefor out of the Collection Account as provided by Section 3.08
hereof.

      In addition, the Master Servicer and Securities Administrator shall be
entitled to be reimbursed out of the Certificate Account for all reasonable
out-of-pocket expenses, disbursements and advances incurred or made by the
Master Servicer or Securities Administrator on behalf of the Trust Fund in
accordance with any of the provisions of this Agreement (including, without
limitation: (A) the reasonable compensation and the expenses and disbursements
of its counsel, but only for representation of each of the Master Servicer or
Securities Administrator acting in its capacity as Master Servicer or Securities
Administrator hereunder, respectively, and (B) to the extent that the Securities
Administrator must engage persons not regularly in its employ to perform acts or
services on behalf of the Trust Fund, which acts or services are not in the
ordinary course of the duties of a securities administrator, in the absence of a
breach or default by any party hereto, the reasonable compensation, expenses and
disbursements of such persons), except any such compensation, expense,
disbursement or advance that either (i) arises from its negligence, bad faith or
willful misconduct or (ii) does not constitute an "unanticipated expense" within
the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii).

         SECTION 6.04. Limitation on Resignation of Servicer.

      Subject to the provisions of Section 7.01, the second 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

                                     -115-
<PAGE>

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, the NIMs
Insurer and the Master Servicer. No such resignation shall become effective
until the Master Servicer or a successor servicer reasonably acceptable to the
NIMs Insurer and the Master Servicer 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.

      Notwithstanding anything to the contrary in the previous paragraph of this
Section 6.04, the Trustee, the Securities Administrator, the Master Servicer,
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 7.03 of this Agreement
(including being acceptable to the Rating Agencies), provided, that the consent
and approval of the Trustee, the Securities Administrator, the Master Servicer,
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 Securities
Administrator, the Master Servicer, 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 Seller.
The Servicer shall provide the Trustee, the NIMs Insurer and the Master
Servicer, 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.

         SECTION 6.06. Limitation on Resignation of the Master Servicer.

                                     -116-
<PAGE>

      The Master 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 pursuant to the
preceding sentence permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect obtained at the expense of the
Master Servicer and delivered to the Trustee and the Rating Agencies. No
resignation of the Master Servicer shall become effective until the Trustee or
another successor Master Servicer shall have assumed the Master Servicer's
responsibilities, duties, liabilities (other than those liabilities arising
prior to the appointment of such successor) and obligations under this
Agreement. If the Master Servicer and the Securities Administrator are the same
Person, then at any time the Master Servicer is terminated hereunder, the
Securities Administrator shall likewise be removed as securities administrator
hereunder.

         SECTION 6.07. Assignment of Master Servicing.

      The Master Servicer may sell and assign its rights and delegate its duties
and obligations in their entirety as Master Servicer under this Agreement;
provided, however, that: (i) the purchaser or transferee accept in writing such
assignment and delegation and assume the obligations of the Master Servicer
hereunder and shall (a) be a Person which shall be qualified to service mortgage
loans for Fannie Mae or Freddie Mac; (b) have a net worth of not less than
$15,000,000 (unless otherwise approved by each Rating Agency pursuant to clause
(ii) below); (c) be reasonably satisfactory to the Trustee and the Depositor;
and (d) execute and deliver to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee and which contains an assumption by such
Person of the due and punctual performance and observance of each covenant and
condition to be performed or observed by it as master servicer under this
Agreement, any custodial agreement from and after the effective date of such
agreement; (ii) each Rating Agency shall be given prior written notice of the
identity of the proposed successor to the Master Servicer and each Rating
Agency's rating of the Certificates in effect immediately prior to such
assignment, sale and delegation will not be downgraded, qualified or withdrawn
as a result of such assignment, sale and delegation, as evidenced by a letter to
such effect delivered to the Master Servicer and the Trustee; and (iii) the
Master Servicer assigning and selling the master servicing shall deliver to the
Trustee an Officer's Certificate and an independent Opinion of Counsel, each
stating that all conditions precedent to such action under this Agreement have
been completed and such action is permitted by and complies with the terms of
this Agreement. No such assignment or delegation shall affect any liability of
the Master Servicer arising out of acts or omissions prior to the effective date
thereof.

                                  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
Securities Administrator any payment (excluding a payment required to be made
under Section 4.01 hereof) required to be made under the terms of this
Agreement, 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 Securities Administrator or the Depositor, or
to the Securities Administrator and the Servicer by the NIMs Insurer or the
Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates; or

                                     -117-
<PAGE>

                  (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 Master Servicer, the Securities
Administrator, the Trustee or the Depositor, or to the Master Servicer, the
Securities Administrator, 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 3.22 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 the Master Servicer or any
other party to this Agreement.

      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 Master
Servicer 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 (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
Master Servicer. To the extent the Event of Default resulted from the failure of
the Servicer to make a required Advance, the Master Servicer shall thereupon
make any Advance described in Section 4.01 hereof subject to Section 3.04
hereof. The Master Servicer 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 Master Servicer in effecting the termination of the
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Master Servicer of all cash amounts which shall at the time
be credited to the Collection

                                     -118-
<PAGE>

Account, or thereafter be received with respect to the Mortgage Loans. The
Servicer and the Master Servicer 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 Sections 3.08(a)(i) through (viii), 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. Servicer Trigger Event.

      A "Servicer Trigger Event," shall be deemed to have occurred on any
Distribution Date where 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 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>
January 2009 through December 2009       5.00%

January 2010 through December 2010       6.00%

January 2011 through December 2011       7.50%

January 2012 and thereafter              8.00%
</TABLE>

      Upon discovery by the Securities Administrator that a Servicer Trigger
Event has occurred, the Securities Administrator shall promptly (and in any
event within 5 Business Days of discovery) give written notice thereof to the
Certificateholders. If a Servicer Trigger Event shall occur, then the Holders of
Certificates evidencing not less than 51% of the Voting Rights evidenced by the
Certificates (with the written consent of the NIMs Insurer, except after a NIMs
Insurer Default), may, by notice in writing to the Servicer (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, subject to and in accordance with Section 6.04 hereof, whether with
respect to the Mortgage Loans or otherwise, shall pass to and be vested in the
Master Servicer as successor servicer. The Master Servicer is hereby authorized
and empowered as successor servicer 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

                                     -119-
<PAGE>

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 Master Servicer as successor servicer in effecting the
termination of the Servicer's responsibilities and rights hereunder, including,
without limitation, the transfer to the Master Servicer as successor servicer 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 Master Servicer shall promptly notify the Rating Agencies of the occurrence
of a Servicer Trigger Event, 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 Sections 3.08(a)(i) through (viii), 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 7.03. Master Servicer to Act; Appointment of Successor.

      On and after the time the Servicer receives a notice of termination
pursuant to Section 7.01 hereof, the Master Servicer 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 Master Servicer 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 Master Servicer has become
the successor to the Servicer in accordance with Section 7.01 hereof, the Master
Servicer 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, the
Trustee and the Master Servicer an agreement accepting such delegation and
assignment, that contains an assumption by such Person of the rights, powers,
duties, 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 Master Servicer
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 Securities Administrator to each Certificateholder. The
Master Servicer shall not resign as servicer until a successor servicer has been
appointed and has accepted such appointment. Pending appointment of a

                                     -120-
<PAGE>

successor to the Servicer hereunder, the Master Servicer, unless the Master
Servicer 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 Master Servicer 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 Master Servicer and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. Neither the Master Servicer 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 Securities Administrator, the Trustee, the
Master Servicer, 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, or within 10 days of Securities Administrator'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 7.03 (provided that the consent and approval of the Securities
Administrator, the Trustee, the Master Servicer, 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 Securities Administrator, the Trustee, the Master
Servicer, 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 7.04. Notification to Certificateholders.

            (a) Upon any termination of or appointment of a successor to the
Servicer, the Securities Administrator 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
Securities Administrator shall transmit by mail to all Certificateholders and
the NIMs Insurer notice of each such Event of Default hereunder known to the
Securities Administrator, unless such Event of Default shall have been cured or
waived.

                                   ARTICLE VIII

             CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

         SECTION 8.01. Duties of the Trustee and the Securities Administrator.

                                     -121-
<PAGE>

      The Trustee and the Securities Administrator, prior to the occurrence of
an Event of Default and after the curing of all Events of Default that may have
occurred, each 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 their 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 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.

      Each of the Trustee and the Securities Administrator, 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 to the requirements of
this Agreement in a material manner, the Trustee or the Securities
Administrator, as the case may be, shall take such action as it deems
appropriate to have the instrument corrected and if the instrument is not
corrected to the its satisfaction, the Securities Administrator will provide
notice 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
or the Securities Administrator 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, and at all times, the duties and obligations of the
Securities Administrator shall be determined solely by the express provisions of
this Agreement, neither the Trustee nor the Securities Administrator shall be
liable, individually or as Trustee or Securities Administrator, as applicable,
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 or the Securities Administrator and, the
Trustee and the Securities Administrator 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 or the Securities
Administrator 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) neither the Trustee nor the Securities Administrator shall,
individually or as Trustee or Securities Administrator, as applicable, be liable
for an error of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee unless the Trustee or Securities
Administrator, as applicable, 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 NIMs Insurer or the Holders in
accordance with this Agreement relating to the time, method and place of

                                     -122-
<PAGE>

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 and the Securities
Administrator.

            (a) Except as otherwise provided in Section 8.01:

                  (i) before taking any action under this Agreement, the Trustee
and the Securities Administrator 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 and the Securities Administrator 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) neither the Trustee nor the Securities Administrator
shall 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) at all times the Securities Administrator, and 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, in each case, 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 and the Securities Administrator may execute
any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents, custodians, accountants or attorneys or
independent contractors and the Trustee and the Securities Administrator 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) neither the Trustee nor the Securities Administrator
shall 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) neither the Trustee nor the Securities Administrator
shall be liable, individually or as Trustee or Securities Administrator, as
applicable, for any loss on any investment of funds pursuant to this Agreement
(other than as issuer of the investment security);

                  (viii) neither the Trustee nor the Securities Administrator
shall be deemed to have knowledge of an Event of Default until a Responsible
Officer of the Trustee or the Securities Administrator, as applicable, 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

                                     -123-
<PAGE>

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 indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby; and

                  (x) if requested by the Servicer, the Trustee shall 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, refilling 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.

              (c) The Securities Administrator is hereby directed to execute and
deliver on behalf of the Trust Fund the MI Policy and any agreements relating to
the MI Policy.

         SECTION 8.03. Trustee and Securities Administrator 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, the Master
Servicer and the Securities Administrator assume no responsibility for their
correctness. None of the Trustee, the Securities Administrator or the Master
Servicer makes any 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, the Securities Administrator, the Master Servicer
or the Servicer of any funds paid to the Depositor, the Securities
Administrator, the Master Servicer 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, the Securities Administrator, the Master
Servicer or the Servicer.

         SECTION 8.04. Trustee and Securities Administrator May Own
Certificates.

      Each of the Trustee and the Securities Administrator 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 or the Securities
Administrator.

         SECTION 8.05. Trustee's and Securities Administrator's Fees and
 Expenses.

                                     -124-
<PAGE>

      The Securities Administrator shall be entitled to receive on each
Distribution Date the Securities Administrator Fee. The Securities Administrator
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, such compensation as shall be agreed to in writing by the
Securities Administrator and the Trustee (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.

         SECTION 8.06. Indemnification and Expenses of Trustee.

            (a) The Trustee and its respective directors, officers, employees
and agents shall be entitled to indemnification from the Trust Fund for any
loss, liability or expense incurred in connection with 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 their 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 Trust Fund 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 Trust Fund 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 Trust Fund 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 Trust Fund 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 all reasonable expenses,
disbursements and advancements 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
advancements 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 $300,000 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

                                     -125-
<PAGE>

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 and all amounts which the NIMs Insurer is entitled to be paid or
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

         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 Securities Administrator, 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, the NIMs Insurer and the Securities Administrator 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 indemnify 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
triplicate, one copy of which instrument shall be delivered to the Trustee, one
copy of which shall be delivered to the Securities Administrator and one copy of
which shall be delivered to the successor trustee.

                                     -126-
<PAGE>

      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.

      If the Securities Administrator and the Master Servicer are the same
Person, then at any time the Securities Administrator resigns or is removed
hereunder, the Master Servicer shall likewise be terminated as master servicer
hereunder.

         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 Securities Administrator 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

                                     -127-
<PAGE>

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, 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 except for the obligation of the Trustee under this
Agreement to advance funds on behalf of the Servicer 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, the Securities Administrator 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.

                                     -128-
<PAGE>

         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 "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 Securities Administrator covenants and agrees that it shall
act as agent (and the Securities Administrator is hereby appointed to act as
agent) on behalf of each of the REMICs provided for herein and that in such
capacity it shall: (a) 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 or a
Class R-X 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, 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 Securities Administrator 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)

                                     -129-
<PAGE>

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 the fair market value and
adjusted basis of the Trust Fund property determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns,
schedules, statements or information; 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
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 Securities Administrator to perform its duties as
set forth herein, the Depositor shall provide, or cause to be provided, to the
Securities Administrator within 10 days after the Closing Date all information
or data that the Securities Administrator 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 Securities Administrator promptly
upon written request therefor, any such additional information or data that the
Securities Administrator may, from time to time, request in order to enable the
Securities Administrator to perform its duties as set forth herein. The
Depositor hereby agrees to indemnify the Securities Administrator for any
losses, liabilities, damages, claims or expenses of the Securities Administrator
arising from any errors or miscalculations of the Securities Administrator that
result from any failure of the Depositor to provide, or to cause to be provided,
accurate information or data to the Securities Administrator 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 Securities Administrator, if any such other tax arises out of or results
from a breach by the Securities Administrator of any of its obligations under
this Agreement or as a result of the location of the Securities Administrator,
(ii) any party hereto (other than the Securities Administrator) 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) 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) 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 Securities Administrator 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 Securities
Administrator agrees to promptly notify in writing the party liable for any such
tax of the amount thereof and the due date for the payment thereof.

                                     -130-
<PAGE>

      (B) Each of the Depositor, Securities Administrator 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.

                                   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 Master Servicer, the Servicer, the Securities Administrator
and the Trustee created hereby with respect to the Trust Fund 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 will attempt to terminate the Trust Fund
through a one-time auction process and thereby effect the retirement of all of
the Certificates. The Trustee will notify the MI Insurer as soon as practicable
after the Initial Optional Termination Date that such an auction shall occur.
The Trustee will attempt to auction the remaining Trust Fund assets via a
solicitation of bids from at least three bidders. The Trustee will solicit bids
from each Holder of a Class C and Class P Certificate. Any such termination will
occur only if the highest bid received is at least equal to the Optional
Termination Price (as determined by the Trustee). Proceeds from the purchase
will be distributed to the Certificateholders in the order of priority described
herein. Any such Optional Termination will result in an early retirement of the
Certificates.

            If the Trust Fund is not terminated because a sufficient purchase
price is not achieved at such auction, the NIMs Insurer, if any, may purchase
all of the Mortgage Loans, which would result in an early retirement of the
Certificates and the termination of the Trust Fund. If the auction fails to
achieve a sufficient purchase price and the NIMs Insurer, if any, fails to
exercise its option to purchase all of the Mortgage Loans, the Servicer may
purchase all of the Mortgage Loans at the Optional Termination Price, which
similarly would result in an early retirement of the Certificates and the
termination of the Trust Fund.

            If the Trust Fund is terminated, the following conditions shall be
met to insure continued coverage of the MI Mortgage Loans under the MI Policy:
(1) All MI Mortgage Loans are transferred at the same time to a single new
insured; (2) the MI Insurer is given notice of the transfer and advised of the
identity, location and contact information of the new insured using a form of
notice approved by the MI Insurer as soon as practicable after the new insured
has been identified; (3) the Servicer, or any successor Servicer meeting the
requirements of a successor servicer set forth in Section 7.03, continues to
service the Loans; (4) the Servicer, or any successor Servicer meeting the
requirements of a successor servicer set forth in Section 7.03, assumes the
Insured's obligation under this Agreement to pay the MI Insurer Fee to the MI
Insurer and continues its obligation to provide Stated Principal Balance
updates, submit claims, and provide default and delinquency reporting to the MI
Insurer; (5) the MI

                                     -131-
<PAGE>

Insurer is permitted by applicable law to insure the new insured; and (6) the
new insured agrees in a writing approved by the MI Insurer to assume the
Seller's obligations under the MI Policy.

         SECTION 9.02. Final Distribution on the Certificates.

      If on any Determination Date, (i) the Securities Administrator 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 Securities
Administrator shall send a final distribution notice promptly to each
Certificateholder and the NIMs Insurer or (ii) the Securities Administrator
determines that a Class of Certificates shall be retired after a final
distribution on such Class, the Securities Administrator shall notify the
Certificateholders within seven (7) Business Days 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
Securities Administrator 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, shall be given promptly by the
Securities Administrator 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 Securities Administrator 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 Securities Administrator shall
cause all funds in the Collection Account to be deposited in the Certificate
Account on the Business Day prior to the applicable Distribution 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 to
the Mortgage Files for the Mortgage Loans.

      Upon presentation and surrender of the Certificates, the Securities
Administrator 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 Securities Administrator 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 Securities
Administrator 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

                                     -132-
<PAGE>

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, neither the
Securities Administrator nor the Trustee shall have any further duties or
obligations with respect thereto.

         SECTION 9.03. Additional Termination Requirements.

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

                  (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 Securities Administrator 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 neither the Securities Administrator nor
the Trustee shall have any 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.

                                     -133-
<PAGE>

      This Agreement may be amended from time to time by the Depositor, the
Master Servicer, the Servicer, the Securities Administrator 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 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.

      Notwithstanding the foregoing, without the consent of the
Certificateholders, the Depositor, the Master Servicer, the Servicer, the
Securities Administrator 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, the NIMs Insurer and the Securities Administrator
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, the NIMs Insurer or the Securities
Administrator, 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
Master Servicer, the Servicer, the Securities Administrator 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

                                     -134-
<PAGE>

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 or upon the written request of
the Trustee to the Securities Administrator, the Securities Administrator 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 Securities Administrator may prescribe.

      Nothing in this Agreement shall require the Trustee or the Securities
Administrator to enter into an amendment without receiving an Opinion of
Counsel, satisfactory to the Trustee or the Securities Administrator 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.

      The Trustee may, but shall not be obligated to, enter into any supplement,
modification or waiver which affects its rights, duties or obligations
hereunder.

         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

                                     -135-
<PAGE>

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.

         Section 10.05. Notices.

                  (a) The Securities Administrator 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, the
            Securities Administrator, the Master Servicer 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 Securities Administrator 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

                                     -136-
<PAGE>

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
Master Servicer and Securities Administrator, Wells Fargo Bank, N.A., 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Client Services Manager -
Ownit Mortgage Loan Trust, Series 2005-5; (e) in the case of the Trustee, HSBC
Bank USA, National Association, 452 Fifth Avenue, New York, New York 10018, (f)
in the case of the MI Insurer, PMI Mortgage Insurance Co., 3003 Oak Road, Walnut
Creek, California 94597, Attention: Secondary Market Operations; 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.

         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 Securities Administrator 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 reasonable indemnity 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

                                     -137-
<PAGE>

      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 Master Servicer and Servicer each agree that, on reasonable prior
notice, it will permit any representative of the Depositor or the Trustee during
the Master Servicer's or Servicer's normal business hours, to examine all the
books of account, records, reports and other papers of the Master Servicer or
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
Master Servicer and the Servicer each 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; all other such expenses shall be borne by the Servicer or
Master Servicer, as the case may be.

         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
Securities Administrator pursuant to this Agreement, are and shall be deemed
fully paid.

         SECTION 10.11. Third Party Rights.

      Each of the NIMs Insurer and the MI Insurer 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.

         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 Securities Administrator, such obligation shall be satisfied
with the provision of access to the NIMs Insurer to the Securities
Administrator'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

                                     -138-
<PAGE>

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
required to be made by the Servicer pursuant to this Agreement. No consent of
the NIMs Insurer, Securities Administrator, Trustee, Certificateholders or any
other party shall be required before the Servicer may enter into an Advance
Facility nor shall the NIMs Insurer, Securities Administrator, 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 Securities
Administrator and 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.

                                    -139-
<PAGE>

            (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, the Master
Servicer, the Securities Administration 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 Master
Servicer 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).

            (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)   None of the Trustee, the Securities Administrator or the
Master Servicer shall, 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

                                     -140-
<PAGE>

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)   None of the Depositor, the Securities Administrator, the
Master Servicer or 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, the Securities
Administrator, the Master Servicer 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 Securities Administrator, the Master
Servicer, the Trustee, any successor servicer and the Trust Fund 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.

                                   ARTICLE XI

            ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS

         SECTION 11.01. Master Servicer.

      The Master Servicer shall supervise, monitor and oversee the obligation of
the Servicer to service and administer the Mortgage Loans in accordance with the
terms of this Agreement and shall have full power and authority to do any and
all things which it may deem necessary or desirable in connection with such
master servicing and administration. In performing its obligations hereunder,
the Master Servicer shall act in a manner consistent with Accepted Master
Servicing Practices. Furthermore, the Master Servicer shall oversee and consult
with the Servicer as necessary from time to time to carry out the Master
Servicer's obligations hereunder, shall receive, review and evaluate all
reports, information and other data provided to the Master Servicer by the
Servicer and shall cause the Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by the Servicer under
this Agreement. The Master Servicer shall independently and separately monitor
the Servicer's servicing activities with respect to each related Mortgage Loan,
reconcile the results of such monitoring with such information provided in the
previous sentence on a monthly basis and coordinate corrective adjustments to
the Servicer's and Master Servicer's records, and based on such reconciled and
corrected information, prepare any other information and statements required to
be provided by the Master Servicer hereunder. Except during any time where the
Master Servicer is acting as servicer hereunder, neither the Master Servicer nor
the Securities Administrator shall have any responsibility for reviewing or
reconciling the Collection Account or for any expenses or other consequences
resulting from any failure of such Collection Account to be so reconciled.

      The Trustee shall furnish the Servicer and/or the Master Servicer with any
limited powers of attorney and other documents in form acceptable to it or them
necessary or appropriate to enable the Servicer and/or the Master Servicer to
execute in the name of the Trustee, as applicable, all documents reasonably
required to perform the servicing functions described in Article III or this
Article XI. The Trustee shall have no responsibility for any action of the
Master Servicer or the Servicer pursuant to any such limited power of attorney
and shall be indemnified by the Master Servicer or the Servicer, as

                                     -141-
<PAGE>

applicable, for any cost, liability or expense incurred by the Trustee in
connection with such Person's misuse of any such power of attorney.

      The Master Servicer and the Securities Administrator shall provide access
to the records and documentation in possession of the Master Servicer or the
Securities Administrator regarding the related Mortgage Loans and REO Property
and the master servicing and servicing thereof to the Certificateholders, the
FDIC, and the supervisory agents and examiners of the FDIC, such access being
afforded only upon reasonable prior written request and during normal business
hours at the office of the Master Servicer or the Securities Administrator;
provided, however, that, unless otherwise required by law, neither of the Master
Servicer nor the Securities Administrator shall be required to provide access to
such records and documentation if the provision thereof would violate the legal
right to privacy of any Mortgagor. The Master Servicer and the Securities
Administrator shall allow representatives of the above entities to photocopy any
of the records and documentation and shall provide equipment for that purpose at
a charge that covers the Master Servicer's or the Securities Administrator's
actual costs.

      The Trustee shall execute and deliver to the Servicer or the Master
Servicer upon request any court pleadings, requests for trustee's sale or other
documents necessary or desirable to (i) the foreclosure or trustee's sale with
respect to a Mortgaged Property; (ii) any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or any other Mortgage Loan
Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv)
enforce any other rights or remedies provided by the Mortgage Note or any other
Mortgage Loan Document or otherwise available at law or equity.

         SECTION 11.02. Monitoring of Servicer.

            (a)   The Master Servicer shall be responsible for monitoring the
compliance by the Servicer with its duties under this Agreement. In the review
of the Servicer's activities, the Master Servicer may rely upon an Officer's
Certificate of the Servicer with regard to the Servicer's compliance with the
terms of this Agreement. In the event that the Master Servicer, in its judgment,
determines that the Servicer should be terminated in accordance with the terms
hereof, or that a notice should be sent pursuant to the terms hereof with
respect to the occurrence of an event that, unless cured, would constitute a
Servicer Event of Default, the Master Servicer shall notify the Servicer, the
Seller and the Trustee thereof and the Master Servicer shall issue such notice
or take such other action as it deems appropriate.

            (b)   The Master Servicer, for the benefit of the Securities
Administrator and the Certificateholders, shall enforce the obligations of the
Servicer under this Agreement and shall, in the event that the Servicer fails to
perform its obligations in accordance with this Agreement, subject to the
preceding paragraph, Section 3.04 and Article VII, terminate the rights and
obligations of the Servicer hereunder in accordance with the provisions of
Article VII. Such enforcement, including, without limitation, the legal
prosecution of claims and the pursuit of other appropriate remedies, shall be in
such form and carried out to such an extent and at such time as the Master
Servicer, in its good faith business judgment, would require were it the owner
of the related Mortgage Loans. The Master Servicer shall pay the costs of such
enforcement at its own expense, provided that the Master Servicer shall not be
required to prosecute or defend any legal action except to the extent that the
Master Servicer shall have received reasonable indemnity for its costs and
expenses in pursuing such action.

            (c)   Upon termination of the rights of the Servicer upon the
Servicer's failure to perform its obligations in accordance with this Agreement,
the Master Servicer shall be entitled to be reimbursed by the Servicer (or from
amounts on deposit in the Collection Account if the Servicer is unable to
fulfill its obligations hereunder) for all reasonable out-of-pocket or third
party costs associated with the transfer of servicing from a predecessor
Servicer (or if the predecessor Servicer is the Master

                                      -142-
<PAGE>

Servicer, from the Servicer immediately preceding the Master Servicer),
including, without limitation, any reasonable out-of-pocket or third party costs
or expenses associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the Master Servicer to correct any errors or insufficiencies in the servicing
data or otherwise to enable the Master Servicer to service the Mortgage Loans
properly and effectively, upon presentation of reasonable documentation of such
costs and expenses.

            (d)   The Master Servicer shall require the Servicer to comply with
the remittance requirements and other obligations set forth in this Agreement.

            (e)   If the Master Servicer acts as successor to the Servicer, it
will not assume liability for the representations and warranties of the
terminated Servicer.

         SECTION 11.03. Fidelity Bond.

      The Master Servicer, at its expense, shall maintain in effect a blanket
fidelity bond and an errors and omissions insurance policy, affording coverage
with respect to all directors, officers, employees and other Persons acting on
such Master Servicer's behalf, and covering errors and omissions in the
performance of the Master Servicer's obligations hereunder. The errors and
omissions insurance policy and the fidelity bond shall be in such form and
amount generally acceptable for entities serving as master servicers or
trustees.

         SECTION 11.04. Power to Act; Procedures.

      The Master Servicer shall master service the Mortgage Loans and shall have
full power and authority, subject to the REMIC Provisions and the provisions of
Section 8.12, to do any and all things that it may deem necessary or desirable
in connection with the master servicing and administration of the Mortgage
Loans, including but not limited to the power and authority (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 and assumptions of the Mortgage Notes and related
Mortgages, (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and
(iv) to effectuate foreclosure or other conversion of the ownership of the
Mortgaged Property securing any Mortgage Loan, in each case, in accordance with
the provisions of this Agreement; provided, however, that the Master Servicer
shall not (and, consistent with its responsibilities under Section 11.02, shall
not permit the Servicer to) knowingly or intentionally take any action, or fail
to take (or fail to cause to be taken) any action reasonably within its control
and the scope of duties more specifically set forth herein, that, under the
REMIC Provisions, if taken or not taken, as the case may be, would cause any
REMIC formed hereby to fail to qualify as a REMIC or result in the imposition of
a tax upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) unless the
Master Servicer has received an Opinion of Counsel (at the expense of the Master
Servicer) to the effect that the contemplated action will not cause any REMIC
formed hereby to fail to qualify as a REMIC or result in the imposition of a tax
upon any REMIC. The Trustee shall furnish the Master Servicer, upon written
request from a Servicing Officer, with any powers of attorney (in form
acceptable to the Trustee) empowering the Master Servicer to execute and deliver
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and to foreclose upon or otherwise liquidate Mortgaged Property, and
to appeal, prosecute or defend in any court action relating to the Mortgage
Loans or the Mortgaged Property, in accordance with this Agreement, and the
Trustee shall execute and deliver such other documents, as the Master Servicer
may request, to enable the Master Servicer to master service and administer the
Mortgage Loans and carry out its duties hereunder, in each case in accordance
with Accepted Master Servicing Practices (and the Trustee shall have no
liability for the use or misuse of any

                                      -143-
<PAGE>

such powers of attorney by the Master Servicer and shall be indemnified by the
Master Servicer for any cost, liability or expense incurred by the Trustee in
connection with such Person's use or misuse of any such power of attorney). If
the Master Servicer or the Trustee has been advised that it is likely that the
laws of the state in which action is to be taken prohibit such action if taken
in the name of the Trustee or that the Trustee would be adversely affected under
the "doing business" or tax laws of such state if such action is taken in its
name, the Master Servicer shall join with the Trustee in the appointment of a
co-Trustee pursuant to Section 8.11. In the performance of its duties hereunder,
the Master Servicer shall be an independent contractor and shall not, except in
those instances where it is taking action in the name of the Trustee, be deemed
to be the agent of the Trustee.

         SECTION 11.05. Documents, Records and Funds in Possession of Master
    Servicer to Be Held for Trustee.

            (a)   The Master Servicer shall transmit to the Trustee such
documents and instruments coming into the possession of the Master Servicer from
time to time as are required by the terms hereof to be delivered to the Trustee.
Any funds received by the Master Servicer in respect of any Mortgage Loan or
which otherwise are collected by the Master Servicer as Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan shall be deposited in the
Certificate Account. The Master Servicer shall, and shall cause the Servicer to,
provide access to information and documentation regarding the Mortgage Loans to
the Securities Administrator, its agents and accountants at any time upon
reasonable request and during normal business hours, and to Certificateholders
that are savings and loan associations, banks or insurance companies, the OTS,
the FDIC and the supervisory agents and examiners of such Office and Corporation
or examiners of any other federal or state banking or insurance regulatory
authority if so required by applicable regulations of the Office of Thrift
Supervision or other regulatory authority, such access to be afforded without
charge but only upon reasonable request in writing and during normal business
hours at the offices of the Master Servicer designated by it. In fulfilling such
a request the Master Servicer shall not be responsible for determining the
sufficiency of such information.

            (b)   All Mortgage Files and funds collected or held by, or under
the control of, the Master Servicer, in respect of any Mortgage Loans, whether
from the collection of principal and interest payments or from Liquidation
Proceeds or Insurance Proceeds, shall be deposited in the Certificate Account.

         SECTION 11.06. Trustee to Retain Possession of Certain Insurance
    Policies and Documents.

      The Trustee shall retain possession and custody of the originals (to the
extent available) of any primary mortgage insurance policies, or certificate of
insurance if applicable, and any certificates of renewal as to the foregoing as
may be issued from time to time as contemplated by this Agreement. Until all
amounts distributable in respect of the Certificates have been distributed in
full and the Master Servicer and the Servicer have otherwise fulfilled their
respective obligations under this Agreement, the Trustee shall also retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions of this Agreement. The Master Servicer shall promptly
deliver or cause to be delivered to the Trustee, upon the execution or receipt
thereof the originals of any primary mortgage insurance policies, any
certificates of renewal, and such other documents or instruments that constitute
the Mortgage File that come into the possession of the Master Servicer from time
to time.

         SECTION 11.07. Compensation for the Master Servicer and the Securities
    Administrator.

                                     -144-
<PAGE>

      As compensation for the activities of the Master Servicer and the
Securities Administrator hereunder, the Master Servicer and the Securities
Administrator shall be entitled to a portion of the income from investment of or
earnings on the funds held from time to time in the Certificate Account, as
provided in Section 3.05(g). Each of the Master Servicer and the Securities
Administrator shall be required to pay all expenses incurred by it in connection
with its activities hereunder and shall not be entitled to reimbursement
therefor except as provided in this Agreement.

         SECTION 11.08. Annual Statement as to Compliance.

      Pursuant to this Agreement, the Master Servicer shall deliver to the
Depositor and the Trustee on or before March 15 of each year beginning in 2006,
(or such other date that the Depositor gives the Master Servicer at least 30
days prior notice of) in order to remain in compliance with the Section 302
Requirements, an Officer's Certificate stating, as to each signatory thereof,
that (i) a review of the activities of the Master Servicer during the preceding
calendar year and of performance under this Agreement or a similar agreement has
been made under such officer's supervision, and (ii) to the best of such
officers' knowledge, based on such review, the Master Servicer has fulfilled all
of its obligations under this Agreement throughout such year, or, if there has
been a default in the fulfillment of any such obligation, specifying each such
default known to such officers and the nature and status thereof. The Securities
Administrator shall forward a copy of each such statement received by it to each
Rating Agency. Copies of such statement shall be provided by the Securities
Administrator to any Certificateholder upon written request at the
Certificateholder's expense, provided such statement has been delivered by the
Master Servicer to the Securities Administrator.

         SECTION 11.09. Periodic Filings.

            (a)   As part of the Form 10-K required to be filed pursuant to the
terms of this Agreement, the Master Servicer shall include the accountants
report required pursuant to Section 3.18, the Officer's Certificate delivered by
the Servicer pursuant to Section 3.17 relating to the Servicer's performance of
its obligations under this Agreement and the Officer's Certificate delivered by
the Master Servicer pursuant to Section 11.08 relating to the Master Servicer's
performance of its obligations under this Agreement.

            (b)   The Master Servicer shall prepare for filing, and execute
(other than the initial filings and the Form 10-Ks), on behalf of the Trust
Fund, and file with the Securities and Exchange Commission, (i) within 15 days
after each Distribution Date in each month, each Monthly Statement on Form 8-K
under the Exchange Act executed by the Master Servicer, (ii) on or before March
30 of each year beginning in 2006 or such other date in order to remain in
compliance with the Section 302 Requirements, a Form 10-K under the Exchange Act
executed by the Master Servicer, including any certification (the
"Certification") required by the Section 302 Requirements, and (iii) any and all
reports, statements and information respecting the Trust Fund and/or the
Certificates required to be filed on behalf of the Trust Fund under the Exchange
Act , provided that the Depositor provides notice to the Securities
Administrator that such reports, statements or information is so required to be
filed. The Certification and Form 10-K shall be executed by a senior officer of
the Master Servicer. Upon such filing with the Securities and Exchange
Commission, the Master Servicer shall promptly deliver to the Depositor a copy
of any such executed report, statement or information. Prior to making any such
filings and certifications, the Master Servicer shall comply with the provisions
set forth in this Section. The Master Servicer shall file a Form 15 under the
Exchange Act unless the Depositor directs otherwise in writing. The Depositor
hereby grants to the Master Servicer a limited power of attorney to execute and
file each such document on behalf of the Depositor. Such power of attorney shall
continue until either the earlier of (i) receipt by the Master Servicer from the
Depositor of written termination of such power of attorney and (ii) the
termination of the Trust Fund. The Depositor agrees to promptly furnish

                                     -145-
<PAGE>

to the Master Servicer, from time to time upon request, such further
information, reports, and financial statements 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 Commission. The
Master Servicer shall have no responsibility to file any items other than those
specified in this Section.

            (c)   [RESERVED]

            (d)   The obligations set forth in paragraphs (a) and (b) of this
Section shall only apply with respect to periods for which the Master Servicer
is obligated to file Form 8-Ks and 10-Ks pursuant to paragraph (b) of this
Section. In the event a Form 15 is properly filed pursuant to paragraph (b) of
this Section, there shall be no further obligations under paragraphs (a) and (b)
of this Section with respect to the fiscal year in which the Form 15 is filed
(other than the obligations in paragraphs (a) and (b) of this Section to be
performed in such fiscal year that relate back to the prior fiscal year).

         SECTION 11.10. Obligation of the Master Servicer in Respect of
    Prepayment Interest Shortfalls.

      In the event a Prepayment Interest Shortfall occurs, the Master Servicer
shall deposit in the Certificate Account not later than the related Distribution
Date an amount equal to the aggregate Prepayment Interest Shortfalls
attributable to Principal Prepayments on the related Mortgage Loans for the
related Distribution Date, to the extent such Prepayment Interest Shortfalls
were required to be, but were not so paid by the Servicer.

                                     -146-
<PAGE>

      IN WITNESS WHEREOF, the Depositor, the Trustee, the Securities
Administrator, the Master Servicer, 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:  Matthew Whalen
                                      Title: President

                                      HSBC BANK USA, NATIONAL ASSOCIATION
                                             as Trustee

                                      By: ______________________________________
                                      Name:
                                      Title:

                                      WELLS FARGO BANK, N.A.,
                                             as Securities Administrator

                                      By: ______________________________________
                                      Name:  Michael D. Pinzon
                                      Title: Assistant Vice President

                                      WELLS FARGO BANK, N.A.,
                                             as Master Servicer

                                      By: ______________________________________
                                      Name:  Michael D. Pinzon
                                      Title: Assistant Vice President

                                      LITTON LOAN SERVICING LP,
                                             as Servicer

                                      By: ______________________________________
                                      Name:
                                      Title:

<PAGE>

                                    EXHIBIT A

                              FORMS OF CERTIFICATES

                             [INTENTIONALLY OMITTED]

                                      A-1
<PAGE>

                                   EXHIBIT B-1

                     MORTGAGE LOAN SCHEDULE - MORTGAGE POOL

                             [INTENTIONALLY OMITTED]

                                     B-1-1
<PAGE>

                                   EXHIBIT B-2

                MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS

                             [INTENTIONALLY OMITTED]

                                     B-2-1
<PAGE>

                                   EXHIBIT B-3

                MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS

                             [INTENTIONALLY OMITTED]

                                     B-3-1
<PAGE>

                                   EXHIBIT B-4

                   MORTGAGE LOAN SCHEDULE - MI MORTGAGE LOANS

                             [INTENTIONALLY OMITTED]

                                     B-4-1
<PAGE>

                                    EXHIBIT C

                                   [RESERVED]

                                      C-1
<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

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045

HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York 10018

Re: Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates,
    Series 2005-5

Ladies and Gentlemen:

      In accordance with Section 2.02 of the Pooling and Servicing Agreement
dated as of December 1, 2005 among Merrill Lynch Mortgage Investors, Inc., as
depositor, Wells Fargo Bank, N.A., as master servicer and securities
administrator, HSBC Bank USA, 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

                                       D-1
<PAGE>

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 representations or warranties as to the validity,
legality, recordability, sufficiency, enforceability or genuineness of any of
the documents contained in each Mortgage Loan or the collectability,
insurability, effectiveness 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.

                             WELLS FARGO BANK, N.A.,
                        AS CUSTODIAN ON BEHALF OF HSBC AS TRUSTEE
                                      BY:
                                      NAME:
                                      TITLE:

                                      D-2
<PAGE>

                                   EXHIBIT E-1

                    FORM OF TRANSFEREE'S LETTER AND AFFIDAVIT

                                     [DATE]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2005-5

Ladies and Gentlemen:

      We propose to purchase Ownit Mortgage Loan Trust, Mortgage Loan
Asset-Backed Certificates, Series 2005-5, [Class R, described in the Prospectus
Supplement, dated December [21], 2005, and the Prospectus, dated August 26,
2005//Class R-X]. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement dated December
1, 2005 relating to this issuance of the Ownit Mortgage Loan Trust, Mortgage
Loan Asset-Backed Certificates, Series 2005-5 (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/Class R-X] 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/Class R-X] Certificate, we may incur tax
liabilities in excess of any cash flows generated by the [Class R/Class R-X]
Certificate, and (d) we intend to pay any taxes associated with holding the
[Class R/Class R-X] Certificate as they become due and (e) we will not cause
income from the [Class R/Class R-X] 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/Class R-X] Certificate and:(1)

            ______________ The [Class R/Class R-X] Certificate will be
            registered in our name.

            ______________ The [Class R/Class R-X] 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.

                                     E-1-1
<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/Class R-X] 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/R-X] Certificate in connection with the conduct of a trade or business
within the United States and have furnished the transferor and the Securities
Administrator 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/Class R-X] Certificate to us absolutely null and void and shall
cause no rights in the [Class R/Class R-X] 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/Class R-X] Certificate, we will transfer
such interest in the [Class R/Class R-X] Certificate only (a) to a transferee
that (i) is not a disqualified organization and is not purchasing such interest
in the [Class R/R-X] Certificate on behalf of a disqualified organization, (ii)
is a U.S. person or will hold the [Class R/Class R-X] Certificate in connection
with the conduct of a trade or business within the United States and will
furnish us and the Securities Administrator 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 Securities
Administrator a letter in the form of this letter (including the affidavit
appended hereto) and, we will provide the Securities Administrator 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/Class R-X] 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 2005-5, [Class R/Class R-X]
                  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/Class R-X] Certificate, it may incur tax liabilities
                  in excess of any cash flows generated by the [Class R/Class
                  R-X] Certificate,

            9.    the Transferee intends to pay any taxes associated with
                  holding the [Class R/Class R-X] 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/Class R-X] 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/Class R-X] 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/Class R-X]

                                     E-1-4
<PAGE>

                  Certificate, the present value of 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/Class R-X] 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/Class R-X]
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]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2005-5

Re:   Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
      2005-5

      _______________________ (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/Class R-X] 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:

                                     E-2-1
<PAGE>

                                    EXHIBIT F

                         FORM OF TRANSFEROR CERTIFICATE

                                     [DATE]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2005-5

RE:   Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
      2005-5

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 December 1,
2005, among Merrill Lynch Mortgage Investors, Inc., as depositor, Wells Fargo
Bank, N.A., as master servicer and securities administrator, HSBC Bank USA,
National Association, as trustee and Litton Loan Servicing LP, as servicer.

                                      Very truly yours,

                                      ________________________________________
                                      Name of Transferor

                                      By: ____________________________________
                                      Name:
                                      Title

                                      F-1
<PAGE>

                                    EXHIBIT G

                            FORM OF INVESTMENT LETTER
                              (ACCREDITED INVESTOR)

                                     [DATE]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2005-5

Re:   Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
      2005-5

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 2005-5, Class [____] (the "Certificates"), issued pursuant
to a Pooling and Servicing Agreement, dated as of December 1, 2005 (the "Pooling
and Servicing Agreement"), among Merrill Lynch Mortgage Investors, Inc., as
depositor (the "Depositor"), Wells Fargo Bank, N.A. as master servicer (the
"Master Servicer") and securities administrator (the "Securities
Administrator"), HSBC Bank USA, 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 Securities Administrator 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

                                      G-1
<PAGE>

      PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT. NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE SECURITIES
      ADMINISTRATOR SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO
      THE SECURITIES ADMINISTRATOR (A) AN INVESTMENT LETTER FROM THE PROSPECTIVE
      INVESTOR; AND (B) REPRESENTATIONS FROM THE TRANSFEROR REGARDING THE
      OFFERING AND SALE OF THE CERTIFICATES.

      3.    The ERISA Restricted Certificates will bear a legend to the
following effect:

      NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE SECURITIES
      ADMINISTRATOR 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,
      OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF
      COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR, AND UPON WHICH THE
      SECURITIES ADMINISTRATOR 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 MASTER SERVICER,
      THE SECURITIES ADMINISTRATOR, 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 MASTER SERVICER, THE SECURITIES
      ADMINISTRATOR, THE SERVICER OR THE DEPOSITOR. IF THE CERTIFICATE IS NOT A
      DEFINITIVE CERTIFICATE, THE TRANSFEREE IS DEEMED TO HAVE MADE THE
      REPRESENTATION IN (A) OR (B) ABOVE.

      4.    The [Class R/Class R-X] Certificates will bear a legend to the
following effect:

      NO TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
      TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR 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

                                      G-2
<PAGE>

      CODE ("SIMILAR LAW"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS
      CERTIFICATE BY, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH PLAN.

      5.    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.

      6.    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.

      7.    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.

      8.    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, or (C) solely in the
event the Certificate is a Definitive Certificate, herewith delivers an Opinion
of Counsel satisfactory to the Securities Administrator, and upon which the
Securities Administrator 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 Master Servicer, the Securities Administrator, 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 Master Servicer, the Securities
Administrator, the Servicer or the Depositor.

--------------------
*     Not required of a broker/dealer purchaser.

                                      G-3
<PAGE>

      9.    The Purchaser of a [Class R/Class R-X] 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.

      10.   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.

      11.   The Purchaser agrees to indemnify the Trustee, the Master Servicer,
the Securities Administrator, 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]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2005-5

Re:   Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
      2005-5

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 2005-5, Class [____] (the "Certificates"), issued pursuant
to a Pooling and Servicing Agreement, dated as of December 1, 2005 (the "Pooling
and Servicing Agreement"), among Merrill Lynch Mortgage Investors, Inc., as
depositor (the "Depositor"), Wells Fargo Bank, N.A. as master servicer (the
"Master Servicer") and securities administrator (the "Securities
Administrator"), HSBC Bank USA, National Association, as trustee (the
"Trustee"), 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 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, or (C)

                                      H-1
<PAGE>

solely in the event the Certificate is a Definitive Certificate, we will
herewith deliver an Opinion of Counsel satisfactory to the Securities
Administrator, and upon which the Securities Administrator 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 Master Servicer, the Securities
Administrator, 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 Master
Servicer, the Securities Administrator, the Servicer or the Depositor, (e) 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, (f) 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.

      We agree to indemnify the Trustee, the Master Servicer, the Securities
Administrator, the Servicer and the Depositor against any liability that may
result from any misrepresentation made herein.

                                      Very truly yours,

                                      [PURCHASER]

                                      By: ______________________________________
                                          Name:
                                          Title:

                                      H-2
<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:

      1.  As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

      2.  In connection with 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.

        ______ Broker-dealer. The Buyer is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934, as amended.

---------------------
* 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.

                                      H-3
<PAGE>


        ______ Insurance Company. The Buyer is an insurance company whose
               primary and predominant business activity is the writing of
               insurance or the reinsuring of risks underwritten by insurance
               companies and which is subject to supervision by the insurance
               commissioner or a similar official or agency of 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.


      3.    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.

      4.    For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, 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-4
<PAGE>

      5.    The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.

      6.    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-5
<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:

      1.    As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A"), because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

      2.    In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in 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).

      3.    The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

      4.    The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer or are part of the Buyer's Family
of Investment Companies, (ii) 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.

      5.    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.

                                      H-6
<PAGE>

      6.    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-7
<PAGE>

                                    EXHIBIT I

                           FORM OF REQUEST FOR RELEASE

                                     [DATE]

To:   Wells Fargo Bank, N.A.
      1015 10th Avenue Southeast
      Minneapolis, Minnesota 55414

Re:   Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
      2005-5

      In connection with the administration of the Mortgage Loans held by you,
as Trustee, pursuant to the Pooling and Servicing Agreement dated as of December
1, 2005 among Merrill Lynch Mortgage Investors, Inc., as depositor, Wells Fargo
Bank, N.A., as master servicer and securities administrator, HSBC Bank USA,
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:_____________________________________

                                      I-1
<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:

WELLS FARGO BANK, N.A.,
as Custodian

By:________________________________________     ________________________________
     Signature                                     Date

Documents returned to Custodian:

By:________________________________________     ________________________________
     Signature                                     Date

                                      I-2
<PAGE>
                                    EXHIBIT J

                                   [RESERVED]

                                      J-1
<PAGE>

                                    EXHIBIT K

            FORM OF OFFICER'S CERTIFICATE OF SECURITIES ADMINISTRATOR

                                     [DATE]

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

Re:   Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
      2005-5

      I, [identify the certifying individual], a [title] of Wells Fargo Bank,
N.A., as securities administrator under the Pooling and Servicing Agreement
dated as of December 1, 2005 among Merrill Lynch Mortgage Investors, Inc., as
depositor, Wells Fargo Bank, N.A., as master servicer and securities
administrator, HSBC Bank USA, National Association, as trustee and Litton Loan
Servicing LP, as servicer (the "Agreement"), hereby certify to the Depositor,
and its officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification, that:

1.    I have reviewed the Monthly Statements delivered pursuant to the Agreement
      since the last Officer's Certificate executed pursuant to Section 3.21 of
      the Agreement [or in the case of the first certification, since the
      Cut-off Date] (the "Securities Administrator Information").

2.    Based on my knowledge, the information in the Monthly Statement, 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
      as of the date hereof;

3.    Based on my knowledge, the Monthly Statements required to be prepared by
      the Securities Administrator under the Agreement has been prepared and
      provided in accordance with the Agreement; and

4.    I am responsible for reviewing the activities performed by the Securities
      Administrator under the Agreement and the Securities Administrator has, as
      of the date hereof fulfilled its obligations under the Agreement and there
      are no significant deficiencies relating to the Securities Administrator's
      compliance with the Agreement.

Date:

                                      Wells Fargo Bank, N.A.,
                                      as Securities Administrator
                                      By:  _____________________________________
                                      Name:  ___________________________________
                                      Title:  __________________________________

                                      K-1
<PAGE>

                                    EXHIBIT L

                    FORM OF OFFICER'S CERTIFICATE OF SERVICER

                                     [DATE]

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

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2005-5

Re:   Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
      2005-5

      I, [identify the certifying individual], an authorized representative of
Litton Loan Servicing LP, as servicer under the Pooling and Servicing Agreement
dated as of December 1, 2005 among Merrill Lynch Mortgage Investors, Inc., as
depositor, Wells Fargo Bank, N.A., as master servicer and securities
administrator, HSBC Bank USA, National Association, as trustee and Litton Loan
Servicing LP, as servicer (the "Agreement"), hereby certify to the Securities
Administrator and the Depositor, and each of their respective officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:

      1.    Based on my knowledge, the information in the annual statement of
compliance identified in Section 3.17 of the Agreement, the annual independent
public accountants' report identified in Section 3.18 of the Agreement and all
servicing reports, officer's certificates and other information relating to the
servicing of the Mortgage Loans submitted to the Master Servicer, the Securities
Administrator and 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 as of the date of this certification;

      2.    The servicing information required to be provided to the Master
Servicer and the Securities Administrator by the Servicer under the Agreement
has been provided to the Master Servicer and the Securities Administrator;

      3.    I am responsible for reviewing the activities performed by the
Servicer under the Agreement and based upon the review required hereunder, and
except as disclosed in the annual statement of compliance identified in Section
3.17 of the Agreement, the annual independent public accountants' report
identified in Section 3.18 of the Agreement and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage
Loans submitted to the Master Servicer and the Securities Administrator, the
Servicer has, as of the date of this certification, fulfilled its obligations
under this Agreement; and

                                      L-1
<PAGE>

      4.    I have disclosed to the Master Servicer all significant deficiencies
relating to the Servicer's compliance with the minimum servicing standards in
accordance with a review conducted in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as set forth under
the Agreement.

Date:

                                      Litton Loan Servicing LP, as Servicer
                                      By :  ____________________________________
                                      Name:  ___________________________________
                                      Title:  __________________________________

                                      L-2
<PAGE>

                                   EXHIBIT M-1

                           FORM OF DELINQUENCY REPORT

      STANDARD FILE LAYOUT - DELINQUENCY REPORTING

<TABLE>
<CAPTION>
COLUMN/HEADER NAME                                         DESCRIPTION                            DECIMAL    FORMAT COMMENT
---------------------------------- ------------------------------------------------------------- ----------- --------------------
<S>                                <C>                                                           <C>         <C>
SERVICER_LOAN_NBR                  A unique number assigned to a loan by the Servicer.  This
                                   may be different than the LOAN_NBR
LOAN_NBR                           A unique identifier assigned to each loan by the originator.
CLIENT_NBR                         Servicer Client Number
SERV_INVESTOR_NBR                  Contains a unique number as assigned by an external
                                   servicer to identify a group of loans in their system.
BORROWER_FIRST_NAME                First Name of the Borrower.
BORROWER_LAST_NAME                 Last name of the borrower.
PROP_ADDRESS                       Street Name and Number of Property
PROP_STATE                         The state where the property located.
PROP_ZIP                           Zip code where the property is located.
BORR_NEXT_PAY_DUE_DATE             The date that the borrower's next payment is due to the                   MM/DD/YYYY
                                   servicer at the end of processing cycle, as
                                   reported by Servicer.
LOAN_TYPE                          Loan Type (i.e. FHA, VA, Conv)
BANKRUPTCY_FILED_DATE              The date a particular bankruptcy claim was filed.                         MM/DD/YYYY
BANKRUPTCY_CHAPTER_CODE            The chapter under which the bankruptcy was filed.
BANKRUPTCY_CASE_NBR                The case number assigned by the court to
                                   the bankruptcy filing.
POST_PETITION_DUE_DATE             The payment due date once the bankruptcy has been approved                MM/DD/YYYY
                                   by the courts
BANKRUPTCY_DCHRG_DISM_DATE         The Date The Loan Is Removed From Bankruptcy.  Either by                  MM/DD/YYYY
                                   Dismissal, Discharged and/or a Motion For Relief Was
                                   Granted.
LOSS_MIT_APPR_DATE                 The Date The Loss Mitigation Was Approved By The Servicer                 MM/DD/YYYY
LOSS_MIT_TYPE                      The Type Of Loss Mitigation Approved For A Loan Such As;
LOSS_MIT_EST_COMP_DATE             The Date The Loss Mitigation /Plan Is Scheduled To End/Close              MM/DD/YYYY
LOSS_MIT_ACT_COMP_DATE             The Date The Loss Mitigation Is Actually Completed                        MM/DD/YYYY
FRCLSR_APPROVED_DATE               The date DA Admin sends a letter to the servicer with                     MM/DD/YYYY
                                   instructions to begin foreclosure proceedings.
ATTORNEY_REFERRAL_DATE             Date File Was Referred To Attorney to Pursue Foreclosure                  MM/DD/YYYY
FIRST_LEGAL_DATE                   Notice of 1st legal filed by an Attorney in a Foreclosure                 MM/DD/YYYY
                                   Action
FRCLSR_SALE_EXPECTED_DATE          The date by which a foreclosure sale is expected to occur.                MM/DD/YYYY
</TABLE>

                                     M-1-1
<PAGE>

<TABLE>
<S>                                <C>                                                           <C>         <C>
FRCLSR_SALE_DATE                   The actual date of the foreclosure sale.                                  MM/DD/YYYY
FRCLSR_SALE_AMT                    The amount a property sold for at the foreclosure sale.           2       No commas(,) or
                                                                                                             dollar signs ($)
EVICTION_START_DATE                The date the servicer initiates eviction of the borrower.                 MM/DD/YYYY
EVICTION_COMPLETED_DATE            The date the court revokes                                                MM/DD/YYYY
                                   legal possession of the property from the borrower.
LIST_PRICE                         The price at which an REO property is marketed.                   2       No commas(,) or
                                                                                                             dollar signs ($)
LIST_DATE                          The date an REO property is listed at a particular price.                 MM/DD/YYYY
OFFER_AMT                          The dollar value of an offer for an REO property.                 2       No commas(,) or
                                                                                                             dollar signs ($)
OFFER_DATE_TIME                    The date an offer is received by DA Admin or by the                       MM/DD/YYYY
                                   Servicer.
REO_CLOSING_DATE                   The date the REO sale of the property is scheduled to close.              MM/DD/YYYY
REO_ACTUAL_CLOSING_DATE            Actual Date Of REO Sale                                                   MM/DD/YYYY
OCCUPANT_CODE                      Classification of how the property is occupied.
PROP_CONDITION_CODE                A code that indicates the condition of the property.
PROP_INSPECTION_DATE               The date a property inspection is performed.                              MM/DD/YYYY
APPRAISAL_DATE                     The date the appraisal was done.                                          MM/DD/YYYY
CURR_PROP_VAL                      The current "as is" value of the property based on brokers        2
                                   price opinion or appraisal.
REPAIRED_PROP_VAL                  The amount the property would be worth if repairs are             2
                                   completed pursuant to a broker's price opinion or appraisal.
IF APPLICABLE:
DELINQ_STATUS_CODE                 FNMA Code Describing Status of Loan
DELINQ_REASON_CODE                 The circumstances which caused a borrower to stop
                                   paying on a loan. Code indicates the reason why the
                                   loan is in default for this cycle.
MI_CLAIM_FILED_DATE                Date Mortgage Insurance Claim Was Filed With Mortgage                     MM/DD/YYYY
                                   Insurance Company.
MI_CLAIM_AMT                       Amount of Mortgage Insurance Claim Filed                                  No commas(,) or
                                                                                                             dollar signs ($)
MI_CLAIM_PAID_DATE                 Date Mortgage Insurance Company Disbursed Claim Payment                   MM/DD/YYYY
MI_CLAIM_AMT_PAID                  Amount Mortgage Insurance Company Paid On Claim                   2       No commas(,) or
                                                                                                             dollar signs ($)
POOL_CLAIM_FILED_DATE              Date Claim Was Filed With Pool Insurance Company                          MM/DD/YYYY
POOL_CLAIM_AMT                     Amount of Claim Filed With Pool Insurance Company                 2       No commas(,) or
                                                                                                             dollar signs
</TABLE>

                                     M-1-2
<PAGE>

<TABLE>
<S>                                <C>                                                           <C>         <C>
                                                                                                             ($)
POOL_CLAIM_PAID_DATE               Date Claim Was Settled and The Check Was Issued By The Pool               MM/DD/YYYY
                                   Insurer
POOL_CLAIM_AMT_PAID                Amount Paid On Claim By Pool Insurance Company                    2       No commas(,) or
                                                                                                             dollar signs ($)
FHA_PART_A_CLAIM_FILED_DATE        Date FHA Part A Claim Was Filed With HUD                                  MM/DD/YYYY
FHA_PART_A_CLAIM_AMT               Amount of FHA Part A Claim Filed                                  2       No commas(,) or
                                                                                                             dollar signs ($)
FHA_PART_A_CLAIM_PAID_DATE         Date HUD Disbursed Part A Claim Payment                                   MM/DD/YYYY
FHA_PART_A_CLAIM_PAID_AMT          Amount HUD Paid on Part A Claim                                   2       No commas(,) or
                                                                                                             dollar signs ($)
FHA_PART_B_CLAIM_FILED_DATE        Date FHA Part B Claim Was Filed With HUD                                  MM/DD/YYYY
FHA_PART_B_CLAIM_AMT               Amount of FHA Part B Claim Filed                                  2       No commas(,) or
                                                                                                             dollar signs ($)
FHA_PART_B_CLAIM_PAID_DATE         Date HUD Disbursed Part B Claim Payment                                   MM/DD/YYYY
FHA_PART_B_CLAIM_PAID_AMT          Amount HUD Paid on Part B Claim                                   2       No commas(,) or
                                                                                                             dollar signs ($)
VA_CLAIM_FILED_DATE                Date VA Claim Was Filed With the Veterans Admin                           MM/DD/YYYY
VA_CLAIM_PAID_DATE                 Date Veterans Admin.  Disbursed VA Claim Payment                          MM/DD/YYYY
VA_CLAIM_PAID_AMT                  Amount Veterans Admin.  Paid on VA Claim                          2       No commas(,) or
                                                                                                             dollar signs ($)
</TABLE>

                                     M-1-3
<PAGE>

STANDARD FILE CODES - DELINQUENCY REPORTING

The LOSS MIT TYPE field should show the approved Loss Mitigation Code as
follows:
ASUM - Approved Assumption
BAP - Borrower Assistance Program
CO -Charge Off
DIL - Deed-in-Lieu
FFA - Formal Forbearance Agreement
MOD - Loan Modification
PRE - Pre-Sale
SS - Short Sale
MISC - Anything else approved by the PMI or Pool Insurer

NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply Wells
Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.

The OCCUPANT CODE field should show the current status of the property code as
follows:
Mortgagor
Tenant
Unknown
Vacant

The PROPERTY CONDITION field should show the last reported condition of the
property as follows:
Damaged
Excellent
Fair
Gone
Good
Poor
Special Hazard
Unknown

                                     M-1-4
<PAGE>

                                   EXHIBIT M-2

                        FORM OF MONTHLY REMITTANCE ADVICE

      STANDARD FILE LAYOUT - SCHEDULED/SCHEDULED

<TABLE>
<CAPTION>
COLUMN NAME                                        DESCRIPTION                      DECIMAL    FORMAT COMMENT
----------------------          ---------------------------------------------   -------------  -------------------------------
<S>                             <C>                                             <C>            <C>
LOAN_NBR                        Loan Number assigned by investor                               Text up to 10 digits
SERVICER LOAN_NBR               Servicer Loan Number                                           Text up to 10 digits
SCHED_PMT_AMT                   P&I constant                                           2       No commas(,) or dollar signs ($)
NOTE_INT_RATE                   Gross Interest Rate                                    4       Max length of 6
NET_RATE                        Gross Interest Rate less the Service Fee Rate          4       Max length of 6
SERV_FEE_RATE                   Service Fee Rate                                       4       Max length of 6
ARM_INDEX_RATE                  ARM loan's index Rate used                             4       Max length of 6
ACTL_BEG_BAL                    Beginning Actual Balance                               2       No commas(,) or dollar signs ($)
ACTL_END_BAL                    Ending Actual Balance                                  2       No commas(,) or dollar signs ($)
NEXT_DUE_DATE                   Borrower's next due date                                       MM/DD/YYYY
CURT_AMT_1                      Curtailment Amount                                     2       No commas(,) or dollar signs ($)
CURT_DATE_1                     Due date Curtailment was applied to                            MM/DD/YYYY
CURT_ADJ_ AMT_1                 Curtailment Interest if applicable                     2       No commas(,) or dollar signs ($)
CURT_AMT_2                      Curtailment Amount 2                                   2       No commas(,) or dollar signs ($)
CURT_DATE_2                     Due date Curtailment was applied to                            MM/DD/YYYY
CURT_ADJ_ AMT2                  Curtailment Interest if applicable                     2       No commas(,) or dollar signs ($)
CURT_AMT_3                      Curtailment Amount 3                                   2       No commas(,) or dollar signs ($)
CURT_DATE_3                     Due date Curtailment was applied to                            MM/DD/YYYY
CURT_ADJ_AMT3                   Curtailment Interest, if applicable                    2       No commas(,) or dollar signs ($)
SCHED_BEG_BAL                   Beginning Scheduled Balance                            2       No commas(,) or dollar signs ($)
SCHED_END_BAL                   Ending Scheduled Balance                               2       No commas(,) or dollar signs ($)
SCHED_PRIN_AMT                  Scheduled Principal portion of P&I                     2       No commas(,) or dollar signs ($)
SCHED_NET_INT                   Scheduled Net Interest (less Service Fee)              2       No commas(,) or dollar signs ($)
                                portion of P&I
LIQ_AMT                         Liquidation Principal Amt to bring balance to          2       No commas(,) or dollar signs ($)
                                zero
PIF_DATE                        Liquidation Date                                               MM/DD/YYYY
ACTION_CODE                     Either 60 for liquidation or 65 for Repurchase                 Max length of 2
</TABLE>

                                     M-2-1
<PAGE>

<TABLE>
<CAPTION>
COLUMN NAME                                        DESCRIPTION                      DECIMAL    FORMAT COMMENT
----------------------          ---------------------------------------------   -------------  -------------------------------
<S>                             <C>                                             <C>            <C>
PRIN_ADJ_AMT                    Principal Adjustments made to loan, if applicable      2       No commas(,) or dollar signs ($)
INT_ADJ_AMT                     Interest Adjustment made to loan, if applicable        2       No commas(,) or dollar signs ($)
PREPAYMENT PENALTY AMT          Prepayment penalty amount, if applicable               2       No commas(,) or dollar signs ($)
SOILDER_SAILOR ADJ AMT          Soldier and Sailor Adjustment amount, if               2       No commas(,) or dollar signs ($)
                                applicable
NON ADV LOAN AMT                Non Recoverable Loan Amount, if applicable             2       No commas(,) or dollar signs ($)
</TABLE>

                                     M-2-2
<PAGE>

                                   EXHIBIT M-3

                          FORM OF REALIZED LOSS REPORT

       WELLS FARGO BANK, N.A. - CALCULATION OF REALIZED LOSS/GAIN FORM 332

   Prepared by: __________________       Date:  _______________
   Phone:  ______________________  Email Address:_____________________

 Servicer Loan No.        Servicer Name            Servicer Address

       WELLS FARGO BANK, N.A. LOAN NO._____________________________

  Borrower's Name:  _____________________________________________________
  Property Address:  ____________________________________________________

  LIQUIDATION TYPE:  REO SALE   3RD PARTY SALE     SHORT SALE       CHARGE OFF

  WAS THIS LOAN GRANTED A BANKRUPTCY DEFICIENCY OR CRAMDOWN       YES     NO
  If "Yes," provide deficiency or cramdown amount ____________________________ _

  LIQUIDATION AND ACQUISITION EXPENSES:

  (1)  Actual Unpaid Principal Balance of Mortgage Loan    $ ______________ (1)
  (2)  Interest accrued at Net Rate                        ________________ (2)
  (3)  Accrued Servicing Fees                              ________________ (3)
  (4)  Attorney's Fees                                     ________________ (4)
  (5)  Taxes (see page 2)                                  ________________ (5)
  (6)  Property Maintenance                                ________________ (6)
  (7)  MI/Hazard Insurance Premiums (see page 2)           ________________ (7)
  (8)  Utility Expenses                                    ________________ (8)
  (9)  Appraisal/BPO                                       ________________ (9)
  (10) Property Inspections                                ________________ (10)
  (11) FC Costs/Other Legal Expenses                       ________________ (11)
  (12) Other (itemize)                                     ________________ (12)
       Cash for Keys__________________________             ________________ (12)
       HOA/Condo Fees_______________________               ________________ (12)
       ______________________________________              ________________ (12)

       TOTAL EXPENSES                                      $_______________ (13)

  CREDITS:
  (14) Escrow Balance                                      $_______________ (14)
  (15) HIP Refund                                          ________________ (15)
  (16) Rental Receipts                                     ________________ (16)

                                     M-3-1
<PAGE>

     (17) Hazard Loss Proceeds                            ________________ (17)
     (18) Primary Mortgage Insurance / Gov't Insurance    ________________ (18a)
     HUD Part A
                                                          ________________ (18b)
     HUD Part B
     (19) Pool Insurance Proceeds                         ________________ (19)
     (20) Proceeds from Sale of Acquired Property         ________________ (20)
     (21) Other (itemize)                                 ________________ (21)
          _________________________________________       ________________ (21)

          TOTAL CREDITS                                   $_______________ (22)

     TOTAL REALIZED LOSS (OR AMOUNT OF GAIN)              $_______________ (23)

                                     M-3-2
<PAGE>

ESCROW DISBURSEMENT DETAIL

<TABLE>
<CAPTION>
   TYPE                            PERIOD OF
(TAX /INS.)       DATE PAID        COVERAGE        TOTAL PAID      BASE AMOUNT       PENALTIES        INTEREST
-----------       ---------        ---------       ----------      -----------       ---------        --------
<S>               <C>              <C>             <C>             <C>               <C>              <C>
</TABLE>

                                     M-3-3

<PAGE>

                             WELLS FARGO BANK, N.A.
         CALCULATION OF REALIZED LOSS/GAIN FORM 332 - INSTRUCTION SHEET

NOTE: DO NOT NET OR COMBINE ITEMS. SHOW ALL EXPENSES INDIVIDUALLY AND ALL
CREDITS AS SEPARATE LINE ITEMS. CLAIM PACKAGES ARE DUE ON THE REMITTANCE REPORT
DATE. LATE SUBMISSIONS MAY RESULT IN CLAIMS NOT BEING PASSED UNTIL THE FOLLOWING
MONTH.

The numbers on the 332 form correspond with the numbers listed below.

LIQUIDATION AND ACQUISITION EXPENSES:

1.    The Actual Unpaid Principal Balance of the Mortgage Loan. For
      documentation, an Amortization Schedule from date of default through
      liquidation breaking out the net interest and servicing fees advanced is
      required.

2.    The Total Interest Due less the aggregate amount of servicing fee that
      would have been earned if all delinquent payments had been made as agreed.
      For documentation, an Amortization Schedule from date of default through
      liquidation breaking out the net interest and servicing fees advanced is
      required.

3.    Accrued Servicing Fees based upon the Scheduled Principal Balance of the
      Mortgage Loan as calculated on a monthly basis. For documentation, an
      Amortization Schedule from date of default through liquidation breaking
      out the net interest and servicing fees advanced is required.

4-12. Complete as applicable. Required documentation:

      * For interest advances - an amortization schedule (evidencing calculation
      of interest advances)

      * For taxes and insurance advances - see page 2 of 332 form - breakdown
      required showing period

         of coverage, base tax, interest, penalty. Advances prior to default
         require evidence of servicer efforts to recover advances.

      * For escrow advances - complete payment history

      (to calculate advances from last positive escrow balance forward)

      * Other expenses - copies of corporate advance history showing all
      payments

      * REO repairs > $1500 require explanation

      * REO repairs >$3000 require evidence of at least 2 bids.

      * Short Sale or Charge Off require P&L supporting the decision

      * Unusual or extraordinary items may require further documentation.

13.   The total of lines 1 through 12.

                                     M-3-4

<PAGE>

CREDITS:

14-21. Complete as applicable. Required documentation:

      * Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, copy of
      attorney letter of Foreclosure proceeds.

      * Copy of EOB for any MI or gov't guarantee

      * All other credits need to be clearly defined on the 332 form

22.   The total of lines 14 through 21.

Please Note:  For HUD/VA loans, use line (18a) for Part A/Initial proceeds and
              line (18b) for Part B/Supplemental proceeds.

TOTAL REALIZED LOSS (OR AMOUNT OF ANY GAIN)

23.   The total derived from subtracting line 22 from 13. If the amount
      represents a realized gain, show the amount in parenthesis ( ).

                                     M-3-5

<PAGE>

                                   EXHIBIT N-1

                         FORM OF CLASS A-1 CAP CONTRACT

DATE:                        21 December 2005

TO:                          Ownit Mortgage Loan Trust, Series 2005-5
                             c/o Wells Fargo Bank, N.A.,
                             solely in its capacity as Securities Administrator
ATTENTION:                   Michael Pinzon
TELEPHONE:                   212-515-5264
FACSIMILE:                   212-509-1042

TO:                          Merrill Lynch Mortgage Lending, Inc.
ATTENTION:                   Vince A. Mora, Jr.
TELEPHONE:                   212-449-1437
FACSIMILE:                   212-738-1110

FROM:                        The Royal Bank of Scotland plc
TELEPHONE:                   203-618-2406
FACSIMILE:                   203-618-2580

SUBJECT:                     Fixed Income Derivatives Confirmation and Agreement

REFERENCE NUMBER(S):         [REDACTED]

      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 The Royal Bank of Scotland plc ("Cap Provider"),
Ownit Mortgage Loan Trust, Series 2005-5 ("Counterparty") and, solely with
respect to Sections 7 and 8, Merrill Lynch Mortgage Lending, Inc. ("MLML"). 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 and in lieu of
negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency -- Cross
Border) form (the "ISDA Form Master Agreement"), 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 Agreement and the Definitions or the ISDA Form Master Agreement, this
Agreement shall prevail for purposes of the Transaction. For the avoidance of
doubt, this Agreement is intended to be a stand alone agreement and is therefore
not subject to any ISDA Master Agreement actually executed and existing between
the parties hereto.

                                      N-1

<PAGE>

2. The terms of the particular Transaction to which this Confirmation relates
are as follows:

<TABLE>
<S>                                  <C>
Type of Transaction:                 Rate Cap

Notional Amount:                     Shall equal the lesser of (1) the Notional
                                     Amount as detailed in Appendix A attached
                                     hereto and (2) the aggregate Certificate
                                     Balance of the Class A-1 Certificates
                                     immediately prior to the related Floating
                                     Rate Payer Payment Date. The Securities
                                     Administrator shall make available each
                                     month via the Securities Administrator's
                                     website a statement containing the
                                     aggregate Certificate Principal Balance of
                                     the Class A-1 Certificates as of the first
                                     day of such Calculation Period and shall
                                     notify the Cap Provider at least five (5)
                                     Business Days prior to the related Floating
                                     Rate Payer Payment Date of the aggregate
                                     Certificate Principal Balance of the Class
                                     A-1 Certificates as of the first day of
                                     such Calculation Period and shall send such
                                     notification to the Cap Provider at the
                                     following email addresses:
                                     james.koo@gcm.com, painei@gcm.com, and
                                     NADerivSupport@rbsgc.com; provided,
                                     however, that if the Securities
                                     Administrator shall not provide such email
                                     notification, the Cap Provider shall rely
                                     upon the statement of Certificate Principal
                                     Balance of the Class A-1 Certificates made
                                     available on the Securities Administrator's
                                     website. The Securities Administrator's
                                     internet website shall initially be located
                                     at http:\\www.ctslink.com and assistance in
                                     using the website can be obtained by
                                     calling the Securities Administrator's
                                     investor relations desk at (301) 815-6600.

                                     Any payment by RBS to the Counterparty in
                                     excess of the amount due under this
                                     Transaction on any Floating Rate Payer
                                     Payment Date (as a result of the Notional
                                     Amount for the related Calculation Period
                                     being other than the amount set forth in
                                     Appendix A hereto for such Calculation
                                     Period) shall be returned by the
                                     Counterparty to RBS as soon as the
                                     Counterparty becomes aware of such
                                     overpayment. Other than the return of such
                                     overpayment, neither the Counterparty nor
                                     RBS shall incur any penalty or liability
                                     hereunder with respect to such overpayment.

Trade Date:                          December 21, 2005

Effective Date:                      December 28, 2005

Termination Date:                    February 25, 2009, subject to adjustment in
                                     accordance with the Business Day Convention.

FIXED AMOUNT:

   Fixed Rate Payer:                 Counterparty

   Fixed Rate Payer Payment Date:    December 28, 2005
</TABLE>

                                      N-2

<PAGE>

<TABLE>
<S>                                  <C>
     Date:

     Fixed Amount:                   [REDACTED]

  FLOATING AMOUNTS:

     Floating Rate Payer:            Cap Provider

     Cap Rate:                       For the Floating Payer Period End Date the
                                     percentage set forth in Appendix A as the
                                     Cap Rate for such Floating Rate Payer
                                     Period End Date.

     Floating Rate Payer Period End  The 25th calendar day of each month
     Dates:                          during the Term of this  Transaction,
                                     commencing January 25, 2006 and ending on
                                     the Termination Date, subject to adjustment
                                     in accordance with the Business Day
                                     Convention.

     Floating Rate Payer Payment     Early Payment shall be applicable. The
     Dates:                          Floating Rate Payer Payment Date shall be
                                     two Business Days prior to each Floating
                                     Rate Payer Period End Date.

     Floating Rate Option:           USD-LIBOR-BBA; provided, however, if the
                                     Floating Rate Option for any Calculation
                                     Period is greater than 9.760% then the
                                     Floating Rate Option for such Calculation
                                     Period shall be deemed to be 9.760%.

     Floating Amount                 To be determined in accordance with the
                                     following formula: the greater of (i)
                                     (Floating Rate Option - Cap Rate) *
                                     Notional Amount * Floating Rate Day Count
                                     Fraction and (ii) zero.

     Designated Maturity:            One month. For the initial Calculation
                                     Period, Linear Interpolation is applicable.

     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

  Calculation Agent:                 Cap Provider

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. This paragraph (1) shall be
                                      deemed repeated on the trade date of each
                                      Transaction.
</TABLE>

                                      N-3

<PAGE>

4.    Provisions Deemed Incorporated in a Schedule to the 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 Master Agreement:

      (a) "Specified Entity" is not applicable to Cap Provider or Counterparty
      for any purpose.

      (b) "Specified Transaction" is not applicable to Cap Provider or
      Counterparty for any purpose, and, accordingly, Section 5(a)(v) shall not
      apply to Cap Provider or Counterparty.

      (c) The "Cross Default" provisions of Section 5(a)(vi) will not apply to
      Counterparty.

      (d) The provisions of Section 5 (a) (ii), (iii), and (iv) will not apply
      to Counterparty.

      (e) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not
      apply to Cap Provider or Counterparty.

      (f) The "Automatic Early Termination" provision of Section 6(a) will not
      apply to Cap Provider or to Counterparty.

      (g) Payments on Early Termination. For the purpose of Section 6(e) of this
      Agreement:

            (i)   Market Quotation will apply.

            (ii)  The Second Method will apply.

      (h) "Termination Currency" means United States Dollars.

   3) Tax Representations.

      Payer Tax Representations. For the purpose of Section 3(e) of the
      Agreement, Cap Provider and Counterparty each makes the following
      representation:

      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
      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 representation made by the other party pursuant to
      Section 3(f) of the Agreement;

                                      N-4

<PAGE>

      (ii) the satisfaction of the agreement of the other party contained in
      Section 4(a)(i) or 4(a)(iii) of the 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 Agreement; and

      (iii) the satisfaction of the agreement of the other party contained in
      Section 4(d) of the 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) of the Agreement by reason of
      material prejudice to its legal or commercial position.

      Payee Tax Representations. For the purpose of Section 3(f) of the
      Agreement,

      (i)   Cap Provider makes no Payee Tax Representations.
            Counterparty makes no Payee Tax Representations.

4)    Miscellaneous.

      (a) Address for Notices: For the purposes of Section 12(a) of this
      Agreement:

      Address for notices or communications to Cap Provider:

      Address:          20 Bishopsgate
                        London EC2M 4RB

      Attention:        Legal Department - Derivatives Documentation

      Facsimile:        1-203-618-2533/2534

      Phone:            1-203-618-2531/2532

      Address for notices or communications to the Counterparty:

      Address:          9062 Annapolis Road
                        Columbia, MD 21045-1951

      Attention:        Client Manager - Ownit 2005-5

      Facsimile:        410-715-2380

      Phone:            410-884-2000

      (b) Process Agent. For the purpose of Section 13(c): Not Applicable.

                                      N-5

<PAGE>

      (c) Offices. The provisions of Section 10(a) will apply to this Agreement.

      (d) Multibranch Party. For the purpose of Section 10(c) of this Agreement:

      Cap Provider is a Multibranch Party.

      The Counterparty is not a Multibranch Party.

      (e) Credit Support Document. Not applicable for either Cap Provider or the
      Counterparty.

      (f) Credit Support Provider. Not applicable for either Cap Provider or the
      Counterparty.

      (g) 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.

      (h) 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.

      (i) 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.

      (j) 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.

      (k) Transfer, Amendment and Assignment. Cap Provider shall not
      unreasonably withhold its consent to any Assignment of this Agreement.

      (l) Proceedings. Cap Provider shall not institute against or cause any
      other person to institute against, or join any other person in instituting
      against, Counterparty or any bankruptcy, reorganization, arrangement,
      insolvency or liquidation proceedings, or other proceedings under any
      federal or state bankruptcy or similar law for a period of one year and
      one day following payment in full of the Securities.

5) 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.

                                      N-6

<PAGE>

      Subject to Section 6 of the Agreement, 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 in
respect of that Transaction.

            (2) Evaluation and Understanding.

                        (i) Cap Provider is acting 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. 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.

            (3) Purpose. It is an "eligible contract participant" as defined in
Section 1(a)(12) of the Commodity Exchange Act, as amended.

      6) Additional Provisions. Notwithstanding the terms of Sections 5 and 6 of
      the ISDA Form Master Agreement, if Counterparty has satisfied its payment
      obligations under Section 2(a)(i) of the ISDA Form Master Agreement, then
      unless Cap Provider is required pursuant to appropriate proceedings to
      return to Counterparty or otherwise returns to Counterparty upon demand of
      Counterparty any portion of such payment, (a) the occurrence of an event
      described in Section 5(a) of the ISDA Form Master Agreement with respect
      to Counterparty shall not constitute an Event of Default or Potential
      Event of Default with respect to Counterparty as the Defaulting Party and
      (b) Cap Provider shall be entitled to designate an Early Termination Event
      pursuant to Section 6 of the ISDA Form Master Agreement only as a result
      of a Termination Event set forth in either Section 5(b)(i) or Section
      5(b)(ii) of the ISDA Form Master Agreement with respect to Cap Provider as
      the Affected Party or Section 5(b)(iii)

                                      N-7

<PAGE>

      of the ISDA Form Master Agreement with respect to Cap Provider as the
      Burdened Party. For purposes of the Transaction to which this Agreement
      relates, Counterparty's only obligation under Section 2(a)(i) of the ISDA
      Form Master Agreement is to pay the Fixed Amount on the Fixed Rate Payer
      Payment Date.

      7) Set-off. The provisions for Set-off set forth in Section 6(e) of the
      Agreement shall not apply for purposes of this Transaction.

      8) Third party Beneficiary. Each of the Note Insurer and the Backup Note
      Issuer insuring the Securities, if any, is a third party beneficiary of
      this Agreement and is entitled to the rights and benefits hereunder and
      may enforce the provisions hereof as if it were a party hereto.

      9) Additional Termination Events. Additional Termination Events will
      apply. If a Rating Agency Downgrade has occurred and Cap Provider has not,
      within 30 days, complied with Section 10 below, then an Additional
      Termination Event shall have occurred with respect to Cap Provider and Cap
      Provider shall be the sole Affected Party with respect to such an
      Additional Termination Event.

      10) Rating Agency Downgrade. If a Ratings Event (as defined below) occurs
      with respect to Cap Provider, then Cap Provider shall, at is own expense,
      (i) 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) or (ii) deliver Eligible Collateral in a
      form acceptable to Counterparty and with Valuation Percentages as
      determined in Counterparty's sole discretion, in an amount equal to the
      Exposure (as defined below), and an executed 1994 ISDA Credit Support
      Annex (subject to New York law), within thirty (30) days of such Ratings
      Event and if any Securities are outstanding, subject to the applicable
      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
      Securities. Threshold shall mean zero with respect to Cap Provider.
      Minimum Transfer Amounts shall mean zero. For the avoidance of doubt, a
      downgrade of the rating on the Securities could occur in the event that
      Cap Provider does not post sufficient collateral. For purposes of this
      Transaction, a "RATINGS EVENT" shall occur with respect to Cap Provider,
      if its counterparty credit rating ceases to be rated at least "AA-" by
      S&P, and at least "Aa3" by Moody's (including in connection with a merger,
      consolidation or other similar transaction by Cap Provider) such ratings
      being referred to herein as the "Approved Ratings Thresholds", (unless,
      within 30 days after such withdrawal or downgrade, the applicable Rating
      Agencies have reconfirmed the rating of the Securities, as applicable,
      which was in effect immediately prior to such withdrawal or downgrade).
      Only with respect to such Ratings Event, "Exposure" shall mean the
      following: (i) the mark - to-market value of the Transaction as of the
      Valuation Date as such term is defined in the 1994 ISDA Credit Support
      Annex (subject to New York law). The provisions of Section 6(c) shall
      apply to Counterparty. In the event that the parties hereto execute a 1994
      ISDA Credit Support Annex upon the occurrence of a Ratings Event, Cap
      Provider shall request its legal counsel to deliver to S&P, Fitch and
      Moody's an opinion as to the enforceability of the Agreement and the 1994
      ISDA Credit Support Annex.

5.   Account Details and Settlement  PAYMENTS TO CAP PROVIDER:
     Information:                    J.P. Morgan Chase Bank, New York
                                     Agent Swift Address:  CHASUS33
                                     ABA#: 021000021
                                     Beneficiary: The Royal Bank of Scotland plc
                                     Account #[REDACTED]

                                      N-8

<PAGE>

                                     PAYMENTS TO COUNTERPARTY:
                                     Wells Fargo Bank, N.A.
                                     ABA# 121000248
                                     For Credit To: SAS CLEARING
                                     Account: [REDACTED]
                                     FFC TO: Ownit 2005-5 Acct # [REDACTED]

6.    Limitation of Liability of Securities Administrator

      It is expressly understood and agreed by the parties hereto that (a) this
      Agreement is executed and delivered by Wells Fargo Bank, N.A. not
      individually but solely as securities administrator (the "Securities
      Administrator") of the Ownit Mortgage Loan Trust, Series 2005-5 (the
      "Trust Fund"), in the exercise of the powers and authority conferred upon
      and vested in it under the Pooling and Servicing Agreement dated as of
      December 1, 2005, by and among the Securities Administrator, as securities
      administrator and master servicer, HSBC Bank USA, National Association, as
      trustee, Merrill Lynch Mortgage Investors, Inc., as depositor and Litton
      Loan Servicing LP, as servicer (the "Pooling Agreement") and pursuant to
      instructions set forth therein, and that the Securities Administrator
      shall perform its duties and obligations hereunder in accordance with the
      standard of care set forth in the Pooling Agreement, (b) each of the
      representations, undertakings and agreements herein is made and intended
      not as a personal representation, undertaking or agreement of the
      Securities Administrator but is made and intended for the purpose of
      binding only the Trust, and (c) under no circumstances shall the
      Securities Administrator be personally liable for the payment of any
      indebtedness or expenses of the Trust Fund or be liable for the breach or
      failure of any obligation, representation, warranty or covenant made or
      undertaken by the Trust Fund herein; provided that nothing in this
      paragraph shall relieve the Securities Administrator from performing its
      duties and obligations hereunder in accordance with the standard of care
      set forth in the Pooling Agreement.

7.    MLML Shall Not Benefit

      The parties hereto agree and acknowledge 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 Securities Administrator, whereupon the Securities Administrator
      will promptly remit such amounts to the Cap Provider.

8.    In the event that the transaction to which the Pooling Agreement relates
      does not occur, and the Ownit Mortgage Loan Trust, Series 2005-5 is not
      formed, the Cap Provider and MLML agree that MLML shall become the Cap
      Counterparty under this Agreement.

      This Agreement may be executed in several counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.

                      [SIGNATURE PAGE IMMEDIATELY FOLLOWS]

                                      N-9

<PAGE>

      We are very pleased to have executed this Transaction with you and we look
forward to completing other transactions with you in the near future.

Very truly yours,

THE ROYAL BANK OF SCOTLAND PLC

BY: GREENWICH CAPITAL MARKETS, INC., ITS AGENT

By:  _____________________________
     Name:
     Title:

      Counterparty, acting through its duly authorized signatory, hereby agrees
to, accepts and confirms the terms of the foregoing as of the Trade Date.

OWNIT MORTGAGE LOAN TRUST, SERIES 2005-5

BY: WELLS FARGO BANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY IN ITS
CAPACITY AS SECURITIES ADMINISTRATOR,

By:  ___________________________
     Name:
     Title:

     Solely with respect to Sections 7 and 8,

MERRILL LYNCH MORTGAGE LENDING, INC.

By:  ___________________________
     Name:
     Title:

                                      N-10

<PAGE>

                                   APPENDIX A
    (all such dates subject to adjustment in accordance with the Business Day
                                   Convention)

                                 See Exhibit O-1

                                      N-11

<PAGE>

                                   EXHIBIT N-2

                         FORM OF CLASS A-2 CAP CONTRACT

DATE:                        21 December 2005

TO:                          Ownit Mortgage Loan Trust, Series 2005-5
                             c/o Wells Fargo Bank, N.A.,
                             solely in its capacity as Securities Administrator
ATTENTION:                   Michael Pinzon
TELEPHONE:                   212-515-5264
FACSIMILE:                   212-509-1042

TO:                          Merrill Lynch Mortgage Lending, Inc.
ATTENTION:                   Vince A. Mora, Jr.
TELEPHONE:                   212-449-1437
FACSIMILE:                   212-738-1110

FROM:                        The Royal Bank of Scotland plc
TELEPHONE:                   203-618-2406
FACSIMILE:                   203-618-2580

SUBJECT:                     Fixed Income Derivatives Confirmation and Agreement

REFERENCE NUMBER(S):         [REDACTED]

      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 The Royal Bank of Scotland plc ("Cap Provider"),
Ownit Mortgage Loan Trust, Series 2005-5 ("Counterparty") and, solely with
respect to Sections 7 and 8, Merrill Lynch Mortgage Lending, Inc. ("MLML"). 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.

8. 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 and in lieu of
negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency -- Cross
Border) form (the "ISDA Form Master Agreement"), 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 Agreement and the Definitions or the ISDA Form Master Agreement, this
Agreement shall prevail for purposes of the Transaction. For the avoidance of
doubt, this Agreement is intended to be a stand alone agreement and is therefore
not subject to any ISDA Master Agreement actually executed and existing between
the parties hereto.

                                      N-2

<PAGE>

9. The terms of the particular Transaction to which this Confirmation relates
are as follows:

<TABLE>
<S>                                  <C>
Type of Transaction:                 Rate Cap

Notional Amount:                     Shall equal the lesser of (1) the Notional
                                     Amount as detailed in Appendix A attached
                                     hereto and (2) the aggregate Certificate
                                     Balance of the Class A-2 Certificates
                                     immediately prior to the related Floating
                                     Rate Payer Payment Date. The Securities
                                     Administrator shall make available each
                                     month via the Securities Administrator's
                                     website a statement containing the
                                     aggregate Certificate Principal Balance of
                                     the Class A-2 Certificates as of the first
                                     day of such Calculation Period and shall
                                     notify the Cap Provider at least five (5)
                                     Business Days prior to the related Floating
                                     Rate Payer Payment Date of the aggregate
                                     Certificate Principal Balance of the Class
                                     A-2 Certificates as of the first day of
                                     such Calculation Period and shall send such
                                     notification to the Cap Provider at the
                                     following email addresses:
                                     james.koo@gcm.com, painei@gcm.com, and
                                     NADerivSupport@rbsgc.com; provided,
                                     however, that if the Securities
                                     Administrator shall not provide such email
                                     notification, the Cap Provider shall rely
                                     upon the statement of Certificate Principal
                                     Balance of the Class A-2 Certificates made
                                     available on the Securities Administrator's
                                     website. The Securities Administrator's
                                     internet website shall initially be located
                                     at http:\\www.ctslink.com and assistance in
                                     using the website can be obtained by
                                     calling the Securities Administrator's
                                     investor relations desk at (301) 815-6600.

                                     Any payment by RBS to the Counterparty in
                                     excess of the amount due under this
                                     Transaction on any Floating Rate Payer
                                     Payment Date (as a result of the Notional
                                     Amount for the related Calculation Period
                                     being other than the amount set forth in
                                     Appendix A hereto for such Calculation
                                     Period) shall be returned by the
                                     Counterparty to RBS as soon as the
                                     Counterparty becomes aware of such
                                     overpayment. Other than the return of such
                                     overpayment, neither the Counterparty nor
                                     RBS shall incur any penalty or liability
                                     hereunder with respect to such overpayment.

Trade Date:                          December 21, 2005

Effective Date:                      December 28, 2005

Termination Date:                    February 25, 2009, subject to adjustment in
                                     accordance with the Business Day
                                     Convention.

FIXED AMOUNT:

   Fixed Rate Payer:                 Counterparty

   Fixed Rate Payer Payment Date:    December 28, 2005
</TABLE>

                                      N-2

<PAGE>

<TABLE>
<S>                                  <C>
        Date:

        Fixed Amount:                [REDACTED]

     FLOATING AMOUNTS:

        Floating Rate Payer:         Cap Provider

        Cap Rate:                    For the Floating Payer Period End Date the
                                     percentage set forth in Appendix A as the
                                     Cap Rate for such Floating Rate Payer
                                     Period End Date.

        Floating Rate Payer Period   The 25th calendar day of each month during
        End Dates:                   the Term of this Transaction, commencing
                                     January 25, 2006 and ending on the
                                     Termination Date, subject to adjustment in
                                     accordance with the Business Day
                                     Convention.

        Floating Rate Payer Payment  Early Payment shall be applicable. The
        Dates:                       Floating Rate Payer Payment Date shall be
                                     two Business Days prior to each Floating
                                     Rate Payer Period End Date.

        Floating Rate Option:        USD-LIBOR-BBA; provided, however, if the
                                     Floating Rate Option for any Calculation
                                     Period is greater than 9.760% then the
                                     Floating Rate Option for such Calculation
                                     Period shall be deemed to be 9.760%.

        Floating Amount              To be determined in accordance with
                                     the following formula: the greater of (i)
                                     (Floating Rate Option - Cap Rate) *
                                     Notional Amount * Floating Rate Day Count
                                     Fraction and (ii) zero.

        Designated Maturity:         One month. For the initial Calculation
                                     Period, Linear Interpolation is applicable.

        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

     Calculation Agent:              Cap Provider

10. 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. This paragraph (1) shall be
                                     deemed repeated on the trade date of each
                                     Transaction.
</TABLE>

                                      N-2
<PAGE>

11.   Provisions Deemed Incorporated in a Schedule to the 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 Master Agreement:

      (a) "Specified Entity" is not applicable to Cap Provider or Counterparty
      for any purpose.

      (b) "Specified Transaction" is not applicable to Cap Provider or
      Counterparty for any purpose, and, accordingly, Section 5(a)(v) shall not
      apply to Cap Provider or Counterparty.

      (c) The "Cross Default" provisions of Section 5(a)(vi) will not apply to
      Counterparty.

      (d) The provisions of Section 5 (a) (ii), (iii), and (iv) will not apply
      to Counterparty.

      (e) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not
      apply to Cap Provider or Counterparty.

      (f) The "Automatic Early Termination" provision of Section 6(a) will not
      apply to Cap Provider or to Counterparty.

      (g) Payments on Early Termination. For the purpose of Section 6(e) of this
      Agreement:

            (i) Market Quotation will apply.

            (ii)The Second Method will apply.

      (h) "Termination Currency" means United States Dollars.

   3) Tax Representations.

      Payer Tax Representations. For the purpose of Section 3(e) of the
      Agreement, Cap Provider and Counterparty each makes the following
      representation:

      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
      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 representation made by the other party pursuant to
      Section 3(f) of the Agreement;

                                      N-2

<PAGE>

      (ii) the satisfaction of the agreement of the other party contained in
      Section 4(a)(i) or 4(a)(iii) of the 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 Agreement; and

      (iii) the satisfaction of the agreement of the other party contained in
      Section 4(d) of the 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) of the Agreement by reason of
      material prejudice to its legal or commercial position.

      Payee Tax Representations. For the purpose of Section 3(f) of the
      Agreement,

      (i)   Cap Provider makes no Payee Tax Representations.
            Counterparty makes no Payee Tax Representations.

4) Miscellaneous.

      (a) Address for Notices: For the purposes of Section 12(a) of this
      Agreement:

      Address for notices or communications to Cap Provider:

      Address:     20 Bishopsgate
                   London EC2M 4RB

      Attention:   Legal Department - Derivatives Documentation

      Facsimile:   1-203-618-2533/2534

      Phone:       1-203-618-2531/2532

      Address for notices or communications to the Counterparty:

      Address:     9062 Annapolis Road
                   Columbia, MD 21045-1951

      Attention:   Client Manager - Ownit 2005-5

      Facsimile:   410-715-2380

      Phone:       410-884-2000

      (b) Process Agent. For the purpose of Section 13(c): Not Applicable.

                                      N-2

<PAGE>

      (c) Offices. The provisions of Section 10(a) will apply to this Agreement.

      (d) Multibranch Party. For the purpose of Section 10(c) of this Agreement:

      Cap Provider is a Multibranch Party.

      The Counterparty is not a Multibranch Party.

      (e) Credit Support Document. Not applicable for either Cap Provider or the
      Counterparty.

      (f) Credit Support Provider. Not applicable for either Cap Provider or the
      Counterparty.

      (g) 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.

      (h) 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.

      (i) 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.

      (j) 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.

      (k) Transfer, Amendment and Assignment. Cap Provider shall not
      unreasonably withhold its consent to any Assignment of this Agreement.

      (l) Proceedings. Cap Provider shall not institute against or cause any
      other person to institute against, or join any other person in instituting
      against, Counterparty or any bankruptcy, reorganization, arrangement,
      insolvency or liquidation proceedings, or other proceedings under any
      federal or state bankruptcy or similar law for a period of one year and
      one day following payment in full of the Securities.

5) 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.

                                      N-2

<PAGE>

      Subject to Section 6 of the Agreement, 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 in
respect of that Transaction.

            (2) Evaluation and Understanding.

                        (i) Cap Provider is acting 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. 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.

            (3) Purpose. It is an "eligible contract participant" as defined in
Section 1(a)(12) of the Commodity Exchange Act, as amended.

      6) Additional Provisions. Notwithstanding the terms of Sections 5 and 6 of
      the ISDA Form Master Agreement, if Counterparty has satisfied its payment
      obligations under Section 2(a)(i) of the ISDA Form Master Agreement, then
      unless Cap Provider is required pursuant to appropriate proceedings to
      return to Counterparty or otherwise returns to Counterparty upon demand of
      Counterparty any portion of such payment, (a) the occurrence of an event
      described in Section 5(a) of the ISDA Form Master Agreement with respect
      to Counterparty shall not constitute an Event of Default or Potential
      Event of Default with respect to Counterparty as the Defaulting Party and
      (b) Cap Provider shall be entitled to designate an Early Termination Event
      pursuant to Section 6 of the ISDA Form Master Agreement only as a result
      of a Termination Event set forth in either Section 5(b)(i) or Section
      5(b)(ii) of the ISDA Form Master Agreement with respect to Cap Provider as
      the Affected Party or Section 5(b)(iii)

                                      N-2

<PAGE>

      of the ISDA Form Master Agreement with respect to Cap Provider as the
      Burdened Party. For purposes of the Transaction to which this Agreement
      relates, Counterparty's only obligation under Section 2(a)(i) of the ISDA
      Form Master Agreement is to pay the Fixed Amount on the Fixed Rate Payer
      Payment Date.

      7) Set-off. The provisions for Set-off set forth in Section 6(e) of the
      Agreement shall not apply for purposes of this Transaction.

      8) Third party Beneficiary. Each of the Note Insurer and the Backup Note
      Issuer insuring the Securities, if any, is a third party beneficiary of
      this Agreement and is entitled to the rights and benefits hereunder and
      may enforce the provisions hereof as if it were a party hereto.

      9) Additional Termination Events. Additional Termination Events will
      apply. If a Rating Agency Downgrade has occurred and Cap Provider has not,
      within 30 days, complied with Section 10 below, then an Additional
      Termination Event shall have occurred with respect to Cap Provider and Cap
      Provider shall be the sole Affected Party with respect to such an
      Additional Termination Event.

      10) Rating Agency Downgrade. If a Ratings Event (as defined below) occurs
      with respect to Cap Provider, then Cap Provider shall, at is own expense,
      (i) 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) or (ii) deliver Eligible Collateral in a
      form acceptable to Counterparty and with Valuation Percentages as
      determined in Counterparty's sole discretion, in an amount equal to the
      Exposure (as defined below), and an executed 1994 ISDA Credit Support
      Annex (subject to New York law), within thirty (30) days of such Ratings
      Event and if any Securities are outstanding, subject to the applicable
      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
      Securities. Threshold shall mean zero with respect to Cap Provider.
      Minimum Transfer Amounts shall mean zero. For the avoidance of doubt, a
      downgrade of the rating on the Securities could occur in the event that
      Cap Provider does not post sufficient collateral. For purposes of this
      Transaction, a "RATINGS EVENT" shall occur with respect to Cap Provider,
      if its counterparty credit rating ceases to be rated at least "AA-" by
      S&P, and at least "Aa3" by Moody's (including in connection with a merger,
      consolidation or other similar transaction by Cap Provider) such ratings
      being referred to herein as the "Approved Ratings Thresholds", (unless,
      within 30 days after such withdrawal or downgrade, the applicable Rating
      Agencies have reconfirmed the rating of the Securities, as applicable,
      which was in effect immediately prior to such withdrawal or downgrade).
      Only with respect to such Ratings Event, "Exposure" shall mean the
      following: (i) the mark - to-market value of the Transaction as of the
      Valuation Date as such term is defined in the 1994 ISDA Credit Support
      Annex (subject to New York law). The provisions of Section 6(c) shall
      apply to Counterparty. In the event that the parties hereto execute a 1994
      ISDA Credit Support Annex upon the occurrence of a Ratings Event, Cap
      Provider shall request its legal counsel to deliver to S&P, Fitch and
      Moody's an opinion as to the enforceability of the Agreement and the 1994
      ISDA Credit Support Annex.

12.  Account Details and Settlement  PAYMENTS TO CAP PROVIDER:
     Information:                    J.P. Morgan Chase Bank, New York
                                     Agent Swift Address:  CHASUS33
                                     ABA#: [REDACTED]
                                     Beneficiary: The Royal Bank of Scotland plc
                                     Account #[REDACTED]

                                      N-2

<PAGE>

                                     PAYMENTS TO COUNTERPARTY:
                                     Wells Fargo Bank, N.A.
                                     ABA# 121000248
                                     For Credit To: SAS CLEARING
                                     Account: [REDACTED]
                                     FFC TO: Ownit 2005-5 Acct # 17216201

13.   Limitation of Liability of Securities Administrator

      It is expressly understood and agreed by the parties hereto that (a) this
      Agreement is executed and delivered by Wells Fargo Bank, N.A. not
      individually but solely as securities administrator (the "Securities
      Administrator") of the Ownit Mortgage Loan Trust, Series 2005-5 (the
      "Trust Fund"), in the exercise of the powers and authority conferred upon
      and vested in it under the Pooling and Servicing Agreement dated as of
      December 1, 2005, by and among the Securities Administrator, as securities
      administrator and master servicer, HSBC Bank USA, National Association, as
      trustee, Merrill Lynch Mortgage Investors, Inc., as depositor and Litton
      Loan Servicing LP, as servicer (the "Pooling Agreement") and pursuant to
      instructions set forth therein, and that the Securities Administrator
      shall perform its duties and obligations hereunder in accordance with the
      standard of care set forth in the Pooling Agreement, (b) each of the
      representations, undertakings and agreements herein is made and intended
      not as a personal representation, undertaking or agreement of the
      Securities Administrator but is made and intended for the purpose of
      binding only the Trust, and (c) under no circumstances shall the
      Securities Administrator be personally liable for the payment of any
      indebtedness or expenses of the Trust Fund or be liable for the breach or
      failure of any obligation, representation, warranty or covenant made or
      undertaken by the Trust Fund herein; provided that nothing in this
      paragraph shall relieve the Securities Administrator from performing its
      duties and obligations hereunder in accordance with the standard of care
      set forth in the Pooling Agreement.

14.   MLML Shall Not Benefit

      The parties hereto agree and acknowledge 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 Securities Administrator, whereupon the Securities Administrator
      will promptly remit such amounts to the Cap Provider.

8.    In the event that the transaction to which the Pooling Agreement relates
      does not occur, and the Ownit Mortgage Loan Trust, Series 2005-5 is not
      formed, the Cap Provider and MLML agree that MLML shall become the Cap
      Counterparty under this Agreement.

      This Agreement may be executed in several counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.

                      [SIGNATURE PAGE IMMEDIATELY FOLLOWS]

                                      N-2

<PAGE>

      We are very pleased to have executed this Transaction with you and we look
forward to completing other transactions with you in the near future.

Very truly yours,

THE ROYAL BANK OF SCOTLAND PLC

BY: GREENWICH CAPITAL MARKETS, INC., ITS AGENT

By: _____________________________
    Name:
    Title:

      Counterparty, acting through its duly authorized signatory, hereby agrees
to, accepts and confirms the terms of the foregoing as of the Trade Date.

OWNIT MORTGAGE LOAN TRUST, SERIES 2005-5

BY: WELLS FARGO BANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY IN ITS
CAPACITY AS SECURITIES ADMINISTRATOR,

By: ___________________________
    Name:
    Title:

    Solely with respect to Sections 7 and 8,

MERRILL LYNCH MORTGAGE LENDING, INC.

By: ___________________________
    Name:
    Title:

                                      N-2

<PAGE>

                                   APPENDIX A
    (all such dates subject to adjustment in accordance with the Business Day
                                   Convention)

                                 See Exhibit O-2

                                      N-2
<PAGE>
                                   EXHIBIT N-3

                  FORM OF SUBORDINATE CERTIFICATE CAP CONTRACT

DATE:                      21 December 2005

TO:                        Ownit Mortgage Loan Trust, Series 2005-5
                           c/o Wells Fargo Bank, N.A.,
                           solely in its capacity as Securities Administrator
ATTENTION:                 Michael Pinzon
TELEPHONE:                 212-515-5264
FACSIMILE:                 212-509-1042

TO:                        Merrill Lynch Mortgage Lending, Inc.
ATTENTION:                 Vince A. Mora, Jr.
TELEPHONE:                 212-449-1437
FACSIMILE:                 212-738-1110

FROM:                      The Royal Bank of Scotland plc
TELEPHONE:                 203-618-2406
FACSIMILE:                 203-618-2580

SUBJECT:                   Fixed Income Derivatives Confirmation and Agreement

REFERENCE NUMBER(S):       IRG6901013

      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 The Royal Bank of Scotland plc ("Cap Provider"),
Ownit Mortgage Loan Trust, Series 2005-5 ("Counterparty") and, solely with
respect to Sections 7 and 8, Merrill Lynch Mortgage Lending, Inc. ("MLML"). 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.

15. 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 and in lieu of
negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency -- Cross
Border) form (the "ISDA Form Master Agreement"), 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 Agreement and the Definitions or the ISDA Form Master Agreement, this
Agreement shall prevail for purposes of the Transaction. For the avoidance of
doubt, this Agreement is intended to be a stand alone agreement and is therefore
not subject to any ISDA Master Agreement actually executed and existing between
the parties hereto.

                                      N-3
<PAGE>

16. The terms of the particular Transaction to which this Confirmation relates
are as follows:

<TABLE>
<S>                                      <C>
Type of Transaction:                     Rate Cap

Notional Amount:                         Shall equal the lesser of (1) the
                                         Notional Amount as detailed in Appendix
                                         A attached hereto and (2) the aggregate
                                         Certificate Balance of the Class M and
                                         Class B Certificates immediately prior
                                         to the related Floating Rate Payer
                                         Payment Date. The Securities
                                         Administrator shall make available each
                                         month via the Securities
                                         Administrator's website a statement
                                         containing the aggregate Certificate
                                         Principal Balance of the Class M and
                                         Class B Certificates as of the first
                                         day of such Calculation Period and
                                         shall notify the Cap Provider at least
                                         five (5) Business Days prior to the
                                         related Floating Rate Payer Payment
                                         Date of the aggregate Certificate
                                         Principal Balance of the Class M and
                                         Class B Certificates as of the first
                                         day of such Calculation Period and
                                         shall send such notification to the Cap
                                         Provider at the following email
                                         addresses: james.koo@gcm.com,
                                         painei@gcm.com, and
                                         NADerivSupport@rbsgc.com; provided,
                                         however, that if the Securities
                                         Administrator shall not provide such
                                         email notification, the Cap Provider
                                         shall rely upon the statement of
                                         Certificate Principal Balance of the
                                         Class M and Class B Certificates made
                                         available on the Securities
                                         Administrator's website. The Securities
                                         Administrator's internet website shall
                                         initially be located at
                                         http:\\www.ctslink.com and assistance
                                         in using the website can be obtained by
                                         calling the Securities Administrator's
                                         investor relations desk at (301)
                                         815-6600.

                                         Any payment by RBS to the Counterparty
                                         in excess of the amount due under this
                                         Transaction on any Floating Rate Payer
                                         Payment Date (as a result of the
                                         Notional Amount for the related
                                         Calculation Period being other than the
                                         amount set forth in Appendix A hereto
                                         for such Calculation Period) shall be
                                         returned by the Counterparty to RBS as
                                         soon as the Counterparty becomes aware
                                         of such overpayment. Other than the
                                         return of such overpayment, neither the
                                         Counterparty nor RBS shall incur any
                                         penalty or liability hereunder with
                                         respect to such overpayment.

Trade Date:                              December 21, 2005

Effective Date:                          December 28, 2005

Termination Date:                        February 25, 2009, subject to
                                         adjustment in accordance with the
                                         Business Day Convention.

FIXED AMOUNT:

      Fixed Rate Payer:                  Counterparty

      Fixed Rate Payer Payment           December 28, 2005
</TABLE>

                                      N-3
<PAGE>
<TABLE>
<S>                                      <C>
      Date:

      Fixed Amount:                      USD 252,000

    FLOATING AMOUNTS:

      Floating Rate Payer:               Cap Provider

      Cap Rate:                          For the Floating Payer Period End Date
                                         the percentage set forth in Appendix A
                                         as the Cap Rate for such Floating Rate
                                         Payer Period End Date.

      Floating Rate Payer Period         The 25th calendar day of each month
      End Dates:                         during the Term of this Transaction,
                                         commencing January 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
      Dates: Payment                     Floating Rate Payer Payment Date shall
                                         be two Business Days prior to each
                                         Floating Rate Payer Period End Date.

      Floating Rate Option:              USD-LIBOR-BBA; provided, however, if
                                         the Floating Rate Option for any
                                         Calculation Period is greater than
                                         9.180% then the Floating Rate Option
                                         for such Calculation Period shall be
                                         deemed to be 9.180%.

      Floating Amount                    To be determined in
                                         accordance with the following
                                         formula: the greater of (i)
                                         (Floating Rate Option - Cap Rate) *
                                         Notional Amount * Floating Rate Day
                                         Count Fraction and (ii) zero.

      Designated Maturity:               One month. For the initial Calculation
                                         Period, Linear Interpolation is
                                         applicable.

      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

    Calculation Agent:                   Cap Provider

17. 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. This
                                         paragraph (1) shall be deemed repeated
                                         on the trade date of each Transaction.
</TABLE>

                                      N-3
<PAGE>

18. Provisions Deemed Incorporated in a Schedule to the 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 Master Agreement:

       (a) "Specified Entity" is not applicable to Cap Provider or Counterparty
       for any purpose.

       (b) "Specified Transaction" is not applicable to Cap Provider or
       Counterparty for any purpose, and, accordingly, Section 5(a)(v) shall not
       apply to Cap Provider or Counterparty.

       (c) The "Cross Default" provisions of Section 5(a)(vi) will not apply to
       Counterparty.

       (d) The provisions of Section 5 (a) (ii), (iii), and (iv) will not apply
       to Counterparty.

       (e) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will
       not apply to Cap Provider or Counterparty.

       (f) The "Automatic Early Termination" provision of Section 6(a) will not
       apply to Cap Provider or to Counterparty.

       (g) Payments on Early Termination. For the purpose of Section 6(e) of
       this Agreement:

            (i) Market Quotation will apply.

            (ii)The Second Method will apply.

       (h) "Termination Currency" means United States Dollars.

    3) Tax Representations.

       Payer Tax Representations. For the purpose of Section 3(e) of the
       Agreement, Cap Provider and Counterparty each makes the following
       representation:

       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 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 representation made by the other party pursuant
       to Section 3(f) of the Agreement;

                                      N-3
<PAGE>

       (ii) the satisfaction of the agreement of the other party contained in
       Section 4(a)(i) or 4(a)(iii) of the 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 Agreement; and

       (iii) the satisfaction of the agreement of the other party contained in
       Section 4(d) of the 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) of the Agreement by reason of
       material prejudice to its legal or commercial position.

       Payee Tax Representations. For the purpose of Section 3(f) of the
       Agreement,

       (i) Cap Provider makes no Payee Tax Representations.
           Counterparty makes no Payee Tax Representations.

    4) Miscellaneous.

       (a) Address for Notices: For the purposes of Section 12(a) of this
       Agreement:

       Address for notices or communications to Cap Provider:

       Address:          20 Bishopsgate
                         London EC2M 4RB

       Attention:        Legal Department - Derivatives Documentation

       Facsimile:        1-203-618-2533/2534

       Phone:            1-203-618-2531/2532

       Address for notices or communications to the Counterparty:

       Address:          9062 Annapolis Road
                         Columbia, MD 21045-1951

       Attention:        Client Manager - Ownit 2005-5

       Facsimile:        410-715-2380

       Phone:            410-884-2000

       (b) Process Agent. For the purpose of Section 13(c): Not Applicable.

                                      N-3
<PAGE>

       (c) Offices. The provisions of Section 10(a) will apply to this
       Agreement.

       (d) Multibranch Party. For the purpose of Section 10(c) of this
       Agreement:

       Cap Provider is a Multibranch Party.

       The Counterparty is not a Multibranch Party.

       (e) Credit Support Document. Not applicable for either Cap Provider or
       the Counterparty.

       (f) Credit Support Provider. Not applicable for either Cap Provider or
       the Counterparty.

       (g) 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.

       (h) 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.

       (i) 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.

       (j) 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.

       (k) Transfer, Amendment and Assignment. Cap Provider shall not
       unreasonably withhold its consent to any Assignment of this Agreement.

       (l) Proceedings. Cap Provider shall not institute against or cause any
       other person to institute against, or join any other person in
       instituting against, Counterparty or any bankruptcy, reorganization,
       arrangement, insolvency or liquidation proceedings, or other proceedings
       under any federal or state bankruptcy or similar law for a period of one
       year and one day following payment in full of the Securities.

    5) 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.

                                      N-3
<PAGE>

      Subject to Section 6 of the Agreement, 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 in
respect of that Transaction.

            (2) Evaluation and Understanding.

                              (i) Cap Provider is acting 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. 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.

            (3) Purpose. It is an "eligible contract participant" as defined in
Section 1(a)(12) of the Commodity Exchange Act, as amended.

    6) Additional Provisions. Notwithstanding the terms of Sections 5 and 6 of
    the ISDA Form Master Agreement, if Counterparty has satisfied its payment
    obligations under Section 2(a)(i) of the ISDA Form Master Agreement, then
    unless Cap Provider is required pursuant to appropriate proceedings to
    return to Counterparty or otherwise returns to Counterparty upon demand of
    Counterparty any portion of such payment, (a) the occurrence of an event
    described in Section 5(a) of the ISDA Form Master Agreement with respect to
    Counterparty shall not constitute an Event of Default or Potential Event of
    Default with respect to Counterparty as the Defaulting Party and (b) Cap
    Provider shall be entitled to designate an Early Termination Event pursuant
    to Section 6 of the ISDA Form Master Agreement only as a result of a
    Termination Event set forth in either Section 5(b)(i) or Section 5(b)(ii) of
    the ISDA Form Master Agreement with respect to Cap Provider as the Affected
    Party or Section 5(b)(iii)

                                      N-3
<PAGE>

    of the ISDA Form Master Agreement with respect to Cap Provider as the
    Burdened Party. For purposes of the Transaction to which this Agreement
    relates, Counterparty's only obligation under Section 2(a)(i) of the ISDA
    Form Master Agreement is to pay the Fixed Amount on the Fixed Rate Payer
    Payment Date.

    7) Set-off. The provisions for Set-off set forth in Section 6(e) of the
    Agreement shall not apply for purposes of this Transaction.

    8) Third party Beneficiary. Each of the Note Insurer and the Backup Note
    Issuer insuring the Securities, if any, is a third party beneficiary of this
    Agreement and is entitled to the rights and benefits hereunder and may
    enforce the provisions hereof as if it were a party hereto.

    9) Additional Termination Events. Additional Termination Events will apply.
    If a Rating Agency Downgrade has occurred and Cap Provider has not, within
    30 days, complied with Section 10 below, then an Additional Termination
    Event shall have occurred with respect to Cap Provider and Cap Provider
    shall be the sole Affected Party with respect to such an Additional
    Termination Event.

    10) Rating Agency Downgrade. If a Ratings Event (as defined below) occurs
    with respect to Cap Provider, then Cap Provider shall, at is own expense,
    (i) 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) or (ii) deliver Eligible Collateral in a form
    acceptable to Counterparty and with Valuation Percentages as determined in
    Counterparty's sole discretion, in an amount equal to the Exposure (as
    defined below), and an executed 1994 ISDA Credit Support Annex (subject to
    New York law), within thirty (30) days of such Ratings Event and if any
    Securities are outstanding, subject to the applicable 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 Securities. Threshold shall mean zero
    with respect to Cap Provider. Minimum Transfer Amounts shall mean zero. For
    the avoidance of doubt, a downgrade of the rating on the Securities could
    occur in the event that Cap Provider does not post sufficient collateral.
    For purposes of this Transaction, a "RATINGS EVENT" shall occur with respect
    to Cap Provider, if its counterparty credit rating ceases to be rated at
    least "AA-" by S&P, and at least "Aa3" by Moody's (including in connection
    with a merger, consolidation or other similar transaction by Cap Provider)
    such ratings being referred to herein as the "Approved Ratings Thresholds",
    (unless, within 30 days after such withdrawal or downgrade, the applicable
    Rating Agencies have reconfirmed the rating of the Securities, as
    applicable, which was in effect immediately prior to such withdrawal or
    downgrade). Only with respect to such Ratings Event, "Exposure" shall mean
    the following: (i) the mark - to-market value of the Transaction as of the
    Valuation Date as such term is defined in the 1994 ISDA Credit Support Annex
    (subject to New York law). The provisions of Section 6(c) shall apply to
    Counterparty. In the event that the parties hereto execute a 1994 ISDA
    Credit Support Annex upon the occurrence of a Ratings Event, Cap Provider
    shall request its legal counsel to deliver to S&P, Fitch and Moody's an
    opinion as to the enforceability of the Agreement and the 1994 ISDA Credit
    Support Annex.

19. Account Details and       PAYMENTS TO CAP PROVIDER:
    Settlement Information:   J.P. Morgan Chase Bank, New York
                              Agent Swift Address: CHASUS33
                              ABA#:  021000021
                              Beneficiary:  The Royal Bank of Scotland plc
                              Account #400930153

                                      N-3
<PAGE>

                              PAYMENTS TO COUNTERPARTY:
                              Wells Fargo Bank, N.A.
                              ABA# 121000248
                              For Credit To:  SAS CLEARING
                              Account:  3970771416
                              FFC TO:  Ownit 2005-5 Acct # 17216201

20.   Limitation of Liability of Securities Administrator

      It is expressly understood and agreed by the parties hereto that (a) this
      Agreement is executed and delivered by Wells Fargo Bank, N.A. not
      individually but solely as securities administrator (the "Securities
      Administrator") of the Ownit Mortgage Loan Trust, Series 2005-5 (the
      "Trust Fund"), in the exercise of the powers and authority conferred upon
      and vested in it under the Pooling and Servicing Agreement dated as of
      December 1, 2005, by and among the Securities Administrator, as securities
      administrator and master servicer, HSBC Bank USA, National Association, as
      trustee, Merrill Lynch Mortgage Investors, Inc., as depositor and Litton
      Loan Servicing LP, as servicer (the "Pooling Agreement") and pursuant to
      instructions set forth therein, and that the Securities Administrator
      shall perform its duties and obligations hereunder in accordance with the
      standard of care set forth in the Pooling Agreement, (b) each of the
      representations, undertakings and agreements herein is made and intended
      not as a personal representation, undertaking or agreement of the
      Securities Administrator but is made and intended for the purpose of
      binding only the Trust, and (c) under no circumstances shall the
      Securities Administrator be personally liable for the payment of any
      indebtedness or expenses of the Trust Fund or be liable for the breach or
      failure of any obligation, representation, warranty or covenant made or
      undertaken by the Trust Fund herein; provided that nothing in this
      paragraph shall relieve the Securities Administrator from performing its
      duties and obligations hereunder in accordance with the standard of care
      set forth in the Pooling Agreement.

21.   MLML Shall Not Benefit

      The parties hereto agree and acknowledge 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 Securities Administrator, whereupon the Securities Administrator
      will promptly remit such amounts to the Cap Provider.

8.    In the event that the transaction to which the Pooling Agreement relates
      does not occur, and the Ownit Mortgage Loan Trust, Series 2005-5 is not
      formed, the Cap Provider and MLML agree that MLML shall become the Cap
      Counterparty under this Agreement.

      This Agreement may be executed in several counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.

                      [SIGNATURE PAGE IMMEDIATELY FOLLOWS]

                                      N-3
<PAGE>

      We are very pleased to have executed this Transaction with you and we look
forward to completing other transactions with you in the near future.

Very truly yours,

THE ROYAL BANK OF SCOTLAND PLC

BY:  GREENWICH CAPITAL MARKETS, INC., ITS AGENT

By:   _____________________________
      Name:
      Title:

      Counterparty, acting through its duly authorized signatory, hereby agrees
to, accepts and confirms the terms of the foregoing as of the Trade Date.

OWNIT MORTGAGE LOAN TRUST, SERIES 2005-5

BY: WELLS FARGO BANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY IN ITS
CAPACITY AS SECURITIES ADMINISTRATOR,

By:   ___________________________
      Name:
      Title:

      Solely with respect to Sections 7 and 8,

MERRILL LYNCH MORTGAGE LENDING, INC.

By:   ___________________________
      Name:
      Title:

                                      N-3
<PAGE>

                                   APPENDIX A
   (all such dates subject to adjustment in accordance with the Business Day
                                  Convention)

                                 See Exhibit O-3

                                       N-3
<PAGE>

                                   EXHIBIT O-1

                      ONE-MONTH LIBOR CAP TABLE - CLASS A-1
<TABLE>
<CAPTION>
                                                                    1ML STRIKE
              BEGINNING        ENDING             NOTIONAL         LOWER COLLAR       UPPER COLLAR
PERIOD         ACCRUAL         ACCRUAL           BALANCE($)           (%)(1)              (%)
------       ----------      ----------         -----------        ------------       ------------
<S>          <C>             <C>                <C>                <C>                <C>
             12/25/2005       1/25/2006         205,391,000           6.458              9.760
  2           1/25/2006       2/25/2006         203,019,057           5.810              9.760
  3           2/25/2006       3/25/2006         200,054,792           6.458              9.760
  4           3/25/2006       4/25/2006         196,502,813           5.810              9.760
  5           4/25/2006       5/25/2006         192,371,697           6.012              9.760
  6           5/25/2006       6/25/2006         187,670,349           5.811              9.760
  7           6/25/2006       7/25/2006         182,415,269           6.013              9.760
  8           7/25/2006       8/25/2006         176,643,362           5.812              9.760
  9           8/25/2006       9/25/2006         170,414,028           5.813              9.760
 10           9/25/2006      10/25/2006         163,813,936           6.016              9.760
 11          10/25/2006      11/25/2006         157,403,393           5.815              9.760
 12          11/25/2006      12/25/2006         151,176,915           6.019              9.760
 13          12/25/2006       1/25/2007         145,129,174           5.818              9.760
 14           1/25/2007       2/25/2007         139,255,000           5.820              9.760
 15           2/25/2007       3/25/2007         133,549,372           6.470              9.760
 16           3/25/2007       4/25/2007         128,007,414           5.822              9.760
 17           4/25/2007       5/25/2007         122,624,395           6.026              9.760
 18           5/25/2007       6/25/2007         117,395,718           5.825              9.760
 19           6/25/2007       7/25/2007         112,316,922           6.029              9.760
 20           7/25/2007       8/25/2007         106,956,780           5.829              9.760
 21           8/25/2007       9/25/2007          98,217,858           5.863              9.760
 22           9/25/2007      10/25/2007          89,957,291           8.111              9.760
 23          10/25/2007      11/25/2007          82,162,247           7.837              9.760
 24          11/25/2007      12/25/2007          74,791,479           8.101              9.760
 25          12/25/2007       1/25/2008          68,069,356           7.823              9.760
 26           1/25/2008       2/25/2008          63,771,800           7.821              9.760
 27           2/25/2008       3/25/2008          59,620,419           8.385              9.760
 28           3/25/2008       4/25/2008          55,610,274           8.467              9.760
 29           4/25/2008       5/25/2008          51,739,065           8.753              9.760
 30           5/25/2008       6/25/2008          47,999,197           8.459              9.760
 31           6/25/2008       7/25/2008          44,386,132           8.745              9.760
 32           7/25/2008       8/25/2008          40,895,491           8.451              9.760
 33           8/25/2008       9/25/2008          37,523,049           8.533              9.760
 34           9/25/2008      10/25/2008          34,265,891           9.701              9.760
 35          10/25/2008      11/25/2008          31,121,366           9.374              9.760
 36          11/25/2008      12/25/2008          28,082,986           9.687              9.760
 37          12/25/2008       1/25/2009          25,147,095           9.360              9.760
 38           1/25/2009       2/25/2009          25,147,095           9.353              9.760
</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 9.760%)
      exceeds the Lower Collar, the Trust Fund will receive payments pursuant to
      the Class A-1 Cap Contract.

                                      O-1-1
<PAGE>

                                   EXHIBIT O-2

                      ONE-MONTH LIBOR CAP TABLE - CLASS A-2
<TABLE>
<CAPTION>
              BEGINNING        ENDING             NOTIONAL         LOWER COLLAR       UPPER COLLAR
PERIOD         ACCRUAL         ACCRUAL           BALANCE($)           (%)(1)              (%)
------       ----------      ----------         -----------        ------------       ------------
<S>          <C>             <C>                <C>                <C>                <C>
   1         12/25/2005       1/25/2006         152,214,000           6.101              9.760
   2          1/25/2006       2/25/2006         150,271,034           5.487              9.760
   3          2/25/2006       3/25/2006         147,880,641           6.101              9.760
   4          3/25/2006       4/25/2006         145,049,094           5.488              9.760
   5          4/25/2006       5/25/2006         141,782,385           5.679              9.760
   6          5/25/2006       6/25/2006         138,089,983           5.488              9.760
   7          6/25/2006       7/25/2006         133,983,917           5.680              9.760
   8          7/25/2006       8/25/2006         129,491,473           5.490              9.760
   9          8/25/2006       9/25/2006         124,640,250           5.491              9.760
  10          9/25/2006      10/25/2006         119,717,839           5.683              9.760
  11         10/25/2006      11/25/2006         114,938,324           5.493              9.760
  12         11/25/2006      12/25/2006         110,297,541           5.685              9.760
  13         12/25/2006       1/25/2007         105,791,448           5.495              9.760
  14          1/25/2007       2/25/2007         101,416,121           5.496              9.760
  15          2/25/2007       3/25/2007          97,167,752           6.111              9.760
  16          3/25/2007       4/25/2007          93,042,641           5.498              9.760
  17          4/25/2007       5/25/2007          89,037,199           5.690              9.760
  18          5/25/2007       6/25/2007          85,147,941           5.500              9.760
  19          6/25/2007       7/25/2007          81,358,236           5.692              9.760
  20          7/25/2007       8/25/2007          75,896,403           5.505              9.760
  21          8/25/2007       9/25/2007          69,322,486           6.860              9.760
  22          9/25/2007      10/25/2007          63,113,235           8.177              9.760
  23         10/25/2007      11/25/2007          57,254,391           7.904              9.760
  24         11/25/2007      12/25/2007          51,727,484           8.173              9.760
  25         12/25/2007       1/25/2008          47,544,067           7.900              9.760
  26          1/25/2008       2/25/2008          44,351,933           7.899              9.760
  27          2/25/2008       3/25/2008          41,270,484           8.940              9.760
  28          3/25/2008       4/25/2008          38,295,863           8.686              9.760
  29          4/25/2008       5/25/2008          35,425,488           8.982              9.760
  30          5/25/2008       6/25/2008          32,654,514           8.682              9.760
  31          6/25/2008       7/25/2008          29,979,467           8.978              9.760
  32          7/25/2008       8/25/2008          27,396,997           8.678              9.760
  33          8/25/2008       9/25/2008          24,903,872           9.262              9.760
  34          9/25/2008      10/25/2008          22,497,229           9.760              9.760
  35         10/25/2008      11/25/2008          20,174,772           9.637              9.760
  36         11/25/2008      12/25/2008          17,932,545           9.760              9.760
  37         12/25/2008       1/25/2009          15,767,748           9.630              9.760
  38          1/25/2009       2/25/2009          15,767,748           9.626              9.760
</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 9.760%)
      exceeds the Lower Collar, the Trust Fund will receive payments pursuant to
      the Class A-2 Cap Contract.

                                      O-2-1
<PAGE>

                                   EXHIBIT O-3

        ONE-MONTH LIBOR CAP TABLE - SUBORDINATE CERTIFICATE CAP CONTRACT
<TABLE>
<CAPTION>
              BEGINNING        ENDING             NOTIONAL         LOWER COLLAR       UPPER COLLAR
PERIOD         ACCRUAL         ACCRUAL           BALANCE($)           (%)(1)              (%)
------       ----------      ----------         -----------        ------------       ------------
<S>          <C>             <C>                <C>                <C>                <C>
   1         12/25/2005       1/25/2006         105,391,000           5.726              9.180
   2          1/25/2006       2/25/2006         105,391,000           5.092              9.180
   3          2/25/2006       3/25/2006         105,391,000           5.726              9.180
   4          3/25/2006       4/25/2006         105,391,000           5.093              9.180
   5          4/25/2006       5/25/2006         105,391,000           5.290              9.180
   6          5/25/2006       6/25/2006         105,391,000           5.093              9.180
   7          6/25/2006       7/25/2006         105,391,000           5.291              9.180
   8          7/25/2006       8/25/2006         105,391,000           5.095              9.180
   9          8/25/2006       9/25/2006         105,391,000           5.096              9.180
  10          9/25/2006      10/25/2006         105,391,000           5.294              9.180
  11         10/25/2006      11/25/2006         105,391,000           5.098              9.180
  12         11/25/2006      12/25/2006         105,391,000           5.297              9.180
  13         12/25/2006       1/25/2007         105,391,000           5.100              9.180
  14          1/25/2007       2/25/2007         105,391,000           5.102              9.180
  15          2/25/2007       3/25/2007         105,391,000           5.738              9.180
  16          3/25/2007       4/25/2007         105,391,000           5.104              9.180
  17          4/25/2007       5/25/2007         105,391,000           5.303              9.180
  18          5/25/2007       6/25/2007         105,391,000           5.107              9.180
  19          6/25/2007       7/25/2007         105,391,000           5.306              9.180
  20          7/25/2007       8/25/2007         105,391,000           5.111              9.180
  21          8/25/2007       9/25/2007         105,391,000           5.708              9.180
  22          9/25/2007      10/25/2007         105,391,000           7.559              9.180
  23         10/25/2007      11/25/2007         105,391,000           7.286              9.180
  24         11/25/2007      12/25/2007         105,391,000           7.552              9.180
  25         12/25/2007       1/25/2008         105,391,000           7.276              9.180
  26          1/25/2008       2/25/2008         105,391,000           7.274              9.180
  27          2/25/2008       3/25/2008         105,391,000           8.041              9.180
  28          3/25/2008       4/25/2008         105,391,000           7.980              9.180
  29          4/25/2008       5/25/2008         105,391,000           8.271              9.180
  30          5/25/2008       6/25/2008         105,391,000           7.974              9.180
  31          6/25/2008       7/25/2008         105,391,000           8.264              9.180
  32          7/25/2008       8/25/2008         105,391,000           7.968              9.180
  33          8/25/2008       9/25/2008         105,391,000           8.263              9.180
  34          9/25/2008      10/25/2008         105,391,000           9.180              9.180
  35         10/25/2008      11/25/2008         105,391,000           8.906              9.180
  36         11/25/2008      12/25/2008         105,391,000           9.180              9.180
  37         12/25/2008       1/25/2009         105,391,000           8.895              9.180
  38          1/25/2009       2/25/2009         100,464,005           8.889              9.180
</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 9.180%)
      exceeds the Lower Collar, the Trust Fund will receive payments pursuant to
      the Subordinate Certificate Cap Contract.

                                      O-4-1
<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"), the Master Servicer, the Securities
Administrator 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>

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.

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>

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
                    FORM OF TRANSFEROR REPRESENTATION LETTER
               FOR TRANSFER TO REGULATION S BOOK-ENTRY CERTIFICATE
        FROM A HOLDER OF A RULE 144A BOOK-ENTRY CERTIFICATE OR DEFINITIVE
                                   CERTIFICATE

                                     [DATE]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2005-5

RE:   Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates,
      Series 2005-5

Ladies and Gentlemen:

            In connection with our disposition of the Class ___ Certificates
which are held in the form of Definitive Certificates or in the form of a
beneficial interest in a Rule 144A Book-Entry Certificate, and to effect the
transfer pursuant to Regulation S under the Securities Act of 1933, as amended
("Regulation S") of the above Certificates in exchange for an equivalent
beneficial interest in a Regulation S Book-Entry Certificate, we hereby certify
that such transfer has been effected in accordance with (i) the transfer
restrictions set forth in the Pooling and Servicing Agreement, dated as of
December 1, 2005, among Merrill Lynch Mortgage Investors, Inc., as depositor,
HSBC Bank USA, National Association, as trustee, Wells Fargo Bank, N.A., as
master servicer and securities administrator and Wilshire Credit Corporation, as
servicer and in the Certificates and (ii) in accordance with Regulation S, and
that:

            a. the offer of the Certificates was not made to a person in the
United States;

            b. at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably
believed that the transferee was outside the United States;

            c. no directed selling efforts have been made in contravention of
the requirements of Rule 903 or 904 of Regulation S, as applicable;

            d. the transaction is not part of a plan or scheme to evade the
registration requirements of the United States Securities Act of 1933, as
amended; and

            e. the transferee is not a U.S. Person (as defined by Regulation S).

            You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal Proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

                                       Very truly yours,

                                       Q-1
<PAGE>

                                       _________________________________________
                                       Print Name of Transferor

                                       By:______________________________________
                                       Authorized Officer

                                       P-2
<PAGE>

                                    EXHIBIT R
                    FORM OF TRANSFEROR REPRESENTATION LETTER
               FOR TRANSFER PURSUANT TO RULE 144A FROM A HOLDER OF
        A REGULATION S BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE

                                     [DATE]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2005-5

RE:   Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
      2005-5

Ladies and Gentlemen:

            In connection with our disposition of the Class __ Certificates,
which are held in the form of Definitive Certificates or in the form of a
beneficial interest in a Regulation S Book-Entry Certificate, and to effect the
transfer pursuant to Rule 144A under the Securities Act of 1933, as amended
("Rule 144A") of the above Certificates in exchange for an equivalent beneficial
interest in a Rule 144A Book-Entry Certificate or a Definitive Note, we hereby
certify that such Certificates are being transferred in accordance with (i) the
transfer restrictions set forth in the Pooling and Servicing Agreement, dated as
of December 1, 2005, among Merrill Lynch Mortgage Investors, Inc., as depositor,
HSBC Bank USA, National Association, as trustee, Wells Fargo Bank, N.A., as
securities administrator and as master servicer and Wilshire Credit Corporation,
as servicer and in the Certificates and (ii) Rule 144A under the Securities Act
of 1933, as amended, to a transferee that we reasonably believe is purchasing
the Certificates for its own account or an account with respect to which the
transferee exercises sole investment discretion, the transferee and any such
account is a "qualified institutional buyer" within the meaning of Rule 144A, in
a transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities laws of any state of the United States or any other
jurisdiction.

            You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal Proceedings or official inquiry with respect to the
matters covered hereby.

                                       Very truly yours,

                                       _________________________________________
                                       Print Name of Transferor

                                       By:______________________________________
                                       Authorized Officer

                                       R-1
<PAGE>

                                    EXHIBIT S

                                FORM OF MI POLICY

SCHEDULE ENDORSEMENT TO

                      BULK PRIMARY FIRST LIEN MASTER POLICY
                                 (THE "POLICY")

POLICY ISSUED TO:                                 ATTACHED TO AND FORMING
                                                         PART OF POLICY NUMBER:

WELLS FARGO IN ITS CAPACITY AS SECURITIES ADMINISTRATOR FOR
MERRILL LYNCH OWNIT MORTGAGE LOAN TRUST 22510-0010-0
SERIES 2005-5
9062 OLD ANNAPOLIS ROAD
COLUMBIA, MD  21045

EFFECTIVE DATE OF POLICY:                   EFFECTIVE DATE OF SCHEDULE
                                            ENDORSEMENT:

      December 1, 2005                             December 1, 2005

The Schedule Endorsement hereby extends coverage under the above Policy of
Insurance, from and after the date of this Schedule Endorsement, to those Loans
listed in the Certificate Schedule attached hereto and made a part to this
Schedule Endorsement (herein called "Schedule A").

The term "Effective Date" for the Loan(s) covered by this Schedule Endorsement
shall mean the date stated above.

Except for the foregoing amendments, the Policy and all terms, conditions,
provisions, and limitations of the Policy remain in full force and effect. None
of the terms, conditions, provisions and limitations of the Policy have been
varied, waived, altered or extended in any manner except as expressly set forth
in this Schedule Endorsement.

IN WITNESS WHEREOF, the Company has caused this Endorsement to be signed by its
duly authorized officers as of the Effective Date first above stated.

                           PMI MORTGAGE INSURANCE CO.

                                     [SEAL]
      BY:                                                  BY:
           President                                                  Secretary

                                      S-1
<PAGE>

3003 Oak Road
WALNUT CREEK, CALIFORNIA 94597

PMI Mortgage Insurance Co. (an Arizona corporation hereinafter called the
"Company") agrees to pay to the Insured, in consideration of the premium or
premiums to be paid as hereinafter specified and in reliance upon the Insured's
representations and statements made in any Application for coverage under this
Policy, any loss due to the Default by a Borrower on a Loan, subject to the
terms and conditions contained herein.

To obtain information about this Policy, to register a complaint or to obtain
information about related mortgage guaranty insurance products and services
offered by the Company, the insured or its servicer may call the Company toll
free at 800-288-1970.

Insured's Name and Mailing Address                  Policy Number

Wells Fargo Bank, N.A. in its capacity as Securities Administrator for
Merrill Lynch Ownit Mortgage Loan Trust                             22510-0010-0
Series 2005-5
9062 Old Annapolis Road
Columbia, MD  21045

IN WITNESS WHEREOF, the Company has caused its Corporate Seal to be affixed
hereto and these presents to be signed by its duly authorized officers in
facsimile to become effective as its original seal and signature and binding on
the Company.

                           PMI MORTGAGE INSURANCE CO.

                                     [SEAL]

      President                                                      , Secretary

                            Authorized Representative

                                      P-2
<PAGE>

  TERMS AND CONDITIONS

I.    DEFINITIONS

  A.  ACQUISITION OPTION means the method of determining the amount of the
      Insurance Benefit with respect to a Loan as set forth in Section V., C.,
      1.

  B.  ADVANCES means the reasonable and necessary sums paid by the Insured with
      respect to Loan after Default, for the following:

      1.    Hazard insurance premiums;

      2.    Real estate property taxes;

      3.    Property protection and preservation expenses;

      4.    Property sales expenses;

      5.    Customary foreclosure costs including Court Expenses and reasonable
            attorney's fees;

      6.    Costs of other customary legal proceedings, as may be necessary to
            obtain Good and Merchantable Title to or Possession of the Property;
            and

      7.    Loss mitigation expenses.

  C.  ANTICIPATED LOSS means, in connection with a Claim, an amount equal to the
      Company's cost of paying the full Claim Amount calculated in accordance
      with Section V., B., less the amount the Company reasonably anticipates
      receiving as net proceeds of the sale of the Property, subtracting also
      from such proceeds all anticipated costs of the sale and holding costs,
      but in any event, such amount shall never be greater than the Loss
      calculated under the Percentage Option in accordance with Section V., C.,
      2.

  D.  APPLICATION means the Insured's statements and descriptions, both oral and
      written, relative to the Loan made in connection with the application or
      negotiation for the insurance provided by this Policy, including the
      representations made, and documents executed by the Borrower, as evidenced
      by documents, writings, electronic media transfers, telephone data
      transmissions, and the like.

  E.  APPROPRIATE PROCEEDINGS means any legal or administrative action or
      proceeding by the Insured affecting either the Loan or the title to the
      Property, and include, but are not limited to:

      1.    enforcing the terms of the Loan as allowed by the laws where the
            Property is located; or

      2.    establishing a deficiency amount where appropriate and permissible
            and where directed by the Company; or

      3.    acquiring all the Borrower's right and title to the Property in the
            Insured's name, but excluding any voluntary conveyance under Section
            IV., D., (Voluntary Conveyance); or

                                       P-3
<PAGE>

      4.    asserting the Insured's interest in the Property in a Borrower's
            bankruptcy or similar proceeding.

  F.  BORROWER means any Person required to repay the debt obligation created
      pursuant to the Loan. The Borrower may be more than one Person, and the
      term shall include any co-signer or guarantor of the Loan.

  G.  BORROWER'S OWN FUNDS means any funds owned by the Borrower and neither
      borrowed from other sources, nor subject to refund, rebate, or repayment.

  H.  BORROWER'S TITLE means such title to a Property as was vested in the
      Borrower at the time of a conveyance to the Insured extinguishing all of
      the Borrower's rights in the Property; provided, however, if the Insured
      so elects, the redemption period need not have expired. The deed
      evidencing such title in the Insured need not be recorded unless required
      by applicable law.

  I.  CERTIFICATE means once all conditions for coverage have been satisfied,
      the number issued by the Company to a Loan, as listed on a Certificate
      Schedule.

  J.  CERTIFICATE SCHEDULE means a list of Loans to which coverage has been
      extended under this Policy, and which is attached to this Policy, or added
      thereto by endorsement, and any document issued by the Company pursuant to
      this Policy amending coverage for a Loan.

  K.  CLAIM means the timely filed written request, made on a form provided by
      or in a manner approved by the Company, to receive benefits of this
      Policy. A Claim received by the Company containing all information or
      proof required by the Company shall be called a PERFECTED CLAIM.

  L.  CLAIM AMOUNT means the actual loss incurred by the Insured with respect to
      a Loan as calculated in accordance with Section V., B., (Calculation of
      Claim Amount) giving effect to adjustments made by the Company due to
      failure of the Insured to mitigate loss.

  M.  CLAIM SETTLEMENT PERIOD means a sixty (60) day period following the filing
      of a Claim with the Company provided that such period shall be extended by
      the number of days elapsed from the date the Company sends notice of
      deficiency of a Claim to the Insured to the date that the Insured files a
      Perfected Claim with the Company.

  N.  CLOSED means the later of:

      1.    The date on which all Loan documents were executed and delivered; or

      2.    The date on which the funds under the Loan were initially disbursed
            to or for the benefit of the Borrower.

  O.  COURT EXPENSES means the out-of-pocket cost of initiating and conducting
      Appropriate Proceedings or any eviction proceedings. These expenses
      include costs of filing or serving pleadings, conducting discovery and
      enforcing judgment. These expenses do not include reimbursement for any
      time spent by the Insured or the Insured's employees, officers or agents,
      nor do these expenses include attorney's fees.

  P.  DEFAULT means the failure by a Borrower to pay when due: (i) an amount
      equal to or greater than one (1) regular periodic payment due under the
      terms of a Loan, or (ii) the failure by a Borrower to pay when due all
      amounts due under a Loan after the exercise by the Insured of the "due on
      sale"

                                       P-4
<PAGE>

      provision of such Loan, provided however, that a Default as defined in (i)
      above which is cured within 59 days of the payment due date, will not be
      deemed to be a Default for purposes of administration of this Policy
      unless the missed payment is the first payment due under a Loan. Default
      does not mean any other non-monetary default or violation of any other
      term or condition of the Loan, which would allow for acceleration of the
      debt or foreclosure or other action to realize upon the security provided
      by the Loan.

      A Loan is deemed to be in Default for the period for which, as of the
      close of business on the installment due date, a scheduled installment
      payment has not been made. For example, a Loan is "four periodic payments
      in Default" if the periodic payments due on January 1 through April 1
      remain unpaid as of the close of business on April 1.

  Q.  DEFAULT AMOUNT means the unpaid principal balance of a Loan as of the date
      of Default excluding any Negative Amortization. If a Loan has been divided
      into secured and unsecured portions pursuant to proceedings under the
      federal bankruptcy laws, the Default Amount shall include the unpaid
      principal balance due under the unsecured portion of the Loan even if the
      Insured has written off such unsecured portion of the Loan, provided that
      the premium paid has been calculated based on both the secured and
      unsecured portions of the Loan.

  R.  DEFICIENCY EXPENSES means reasonable attorneys fees and necessary court
      costs incurred by the Insured for those Appropriate Proceedings necessary
      to pursue or establish a deficiency against the Borrower and which are in
      addition to those incurred in standard and customary foreclosure
      proceedings, plus additional interest accruing on the Loan, real estate
      taxes, casualty insurance premiums and Property preservation expenses
      incurred during such Appropriate Proceedings and any additional related
      redemption period.

  S.  DOWN PAYMENT means (i) a cash contribution made by the Borrower, either
      prior to or at the time the Loan is Closed, from the Borrower's Own Fund's
      towards the purchase price of the Property, or (ii) a verifiable equity in
      the Property vested in the Borrower only, after completion of the
      improvements in accordance with the Original Appraisal.

  T.  EFFECTIVE DATE means, provided that the premium has been paid as required
      herein, 12:01 a.m. on the date of coverage as indicated on the Certificate
      Schedule.

  U.  ENVIRONMENTAL IMPAIRMENT means Physical Damage to a Property occurring by
      reason of environmental contamination including, but not limited to,
      nuclear reaction or radioactive waste, toxic waste, poisoning or pollution
      of earth or water subjacent to the Property or of the atmosphere above the
      Property; or similar hazard including any condition giving rise to
      liability under the Comprehensive Environmental Response, Compensation and
      Liability Act or any similar law existing under either federal law or the
      law of the state where the Property is located.

  V.  FIRST PARTY means (a) the Insured or any officer, employee or agent of the
      Insured or (b) any of the following Persons: the correspondent lender,
      mortgage loan broker or other intermediary underwriting or originating the
      Loan on behalf of the Insured or originating lender, or escrow or closing
      agents or anyone under contract with the Insured or originating lender in
      connection with the origination of such Loan, such as an appraiser.

  W.  FMV means the fair market value of a Property as of a specific date which
      shall be equal to the lesser of the appraised value or the sale price of
      the Property on that date; or in the event of a foreclosure sale, the
      appraised value or estimated value determined in accordance with customary

                                       P-5
<PAGE>

      servicing practices, or the value as determined under applicable law,
      where such law prescribes a method for determining the value of a
      Property.

  X.  GOOD AND MERCHANTABLE TITLE means title to the Property, free and clear of
      all liens and encumbrances, covenants, conditions, restrictions, easements
      and rights of redemption, except for:

      1.    Any lien established by public bond, assessment or tax, when no
            installment, call or payment of or under such bond, assessment or
            tax is delinquent; and

      2.    Any municipal or zoning ordinances, building restrictions or other
            restrictions, covenants, regulations of use, provided the Property
            is in compliance with, and its intended use and occupancy is not
            materially adversely affected by, such restrictions, covenants,
            regulations or ordinances; and

      3.    Easements, rights of way, sewer and utility rights, mineral, oil or
            timber rights, or any impediments which will not have a materially
            adverse effect on either the transferability of the Property or the
            sale thereof to a bona fide purchaser.

      The Property must have, at a minimum, the following characteristics to
      establish Good and Merchantable Title: (i) adequate means of ingress and
      egress; (ii) the right to use of water and sewer facilities appertaining
      to the Property, whether such rights be by virtue of public easement or
      private grant; (iii) the Property must be free of any lien for any toxic
      waste or environmental contamination or similar hazard or claim of such
      hazard pursuant to the Comprehensive Environmental Response Compensation
      and Liability Act, as amended, or similar federal or state law providing
      for liens in connection with the clean up of environmental conditions, and
      no proceedings to initiate such a lien may be pending, unless otherwise
      agreed to by the Company.

  Y.  INSURANCE BENEFIT means the liability of the Company with respect to a
      Loan calculated in accordance with this Policy. A right to receive an
      Insurance Benefit shall be deemed to have arisen when a Default occurs
      while the Policy is in force for a Loan, notwithstanding that the amount
      of the Insurance Benefit is not then either presently ascertainable or due
      and payable.

  Z.  INSURED means with respect to any Loan:

      1.    The Person designated on the face of this Policy; or

      2.    Any Person, other than a natural Person, who owns the Loan, either
            for its own benefit or as trustee for the benefit of a third party.

  AA. LOAN means any note or other evidence of indebtedness and the indebtedness
      it so evidences, together with the mortgage, bond, deed of trust, or other
      instrument securing said indebtedness, and to which coverage under this
      Policy has been extended.

  BB. NEGATIVE AMORTIZATION means the additions to the principal amount of a
      Loan arising from the insufficiency of regularly scheduled payments to
      cover interest as it accrues against the principal amount of the Loan as
      provided for therein.

  CC. ORIGINAL APPRAISAL means the appraisal, other report or description of the
      Property, obtained by the lender under the Loan at the time it was
      originated, which establishes the value of the Property at that time.

                                       P-6
<PAGE>

  DD. PERCENTAGE OPTION means the method of determining the amount of the
      Insurance Benefit with respect to a Loan set forth in Section V., C., 2.

  EE. PERSON means any individual natural person, or any corporation,
      partnership, association or other legally recognized entity.

  FF. PHYSICAL DAMAGE means tangible damage to a Property that materially
      adversely affects the use, marketability, or value of the Property,
      whether caused by accident or otherwise, including, but not limited to
      damage caused by reason of fire, destruction of tangible property, defects
      in construction, land subsidence, earth movement or slippage, flood,
      earthquake, war, civil insurrection, or riot; and further, Physical Damage
      includes Environmental Impairment and the destruction or removal of
      chattel items that are considered part of the Property (see Section I.,
      KK., [Property]) For purposes of this definition "material" shall mean an
      amount equal to or greater than $1,500.00 such that the estimated cost to
      repair a Property is $1,500.00 or more before the exclusion set forth in
      Section III., G., (Physical Damage Exclusion) would apply to exclude
      coverage for a Loan. The presence of radon gas, lead paint or asbestos in
      the dwelling on the Property shall not be deemed to be Physical Damage.

  GG. POLICY means this contract of insurance together with all Applications,
      all endorsements, and the Certificate Schedule, all of which are
      incorporated herein for all purposes.

  HH. POSSESSION OF THE PROPERTY means actual and physical occupancy and control
      of the Property.

  II. PRE-ARRANGED SALE means:

      1.    A sale of a Property, with the prior approval of the Company,
            arranged by the Insured (or by the Borrower and approved by the
            Insured) prior to foreclosure because of a Default by a Borrower, or
            by the Insured after foreclosure and before expiration of the Claim
            Settlement Period; or

      2.    A foreclosure or trustee's sale of a Property to a third party, or
            redemption from foreclosure, at a price equal to or greater than the
            minimum amount specified by the Company to be bid by the Insured at
            such sale.

  JJ. PRE-ARRANGED SALE OPTION means the method of determining the amount of the
      Insurance Benefit with respect to a Loan set forth in Section V., C., 3.

  KK. PROPERTY means the real property and all improvements thereon including
      any chattel items (including any built-in appliances) which are noted in
      the Original Appraisal, including all replacements or additions thereto,
      together with all easements and appurtenances, all rights of access, all
      rights to use, as well as any co-ownership interests in common areas,
      recreational and appurtenant facilities, and all replacements or additions
      thereto.

  LL. RESIDENTIAL means:

      1.    A type of building which is designed for occupancy by not more than
            four families; or

      2.    A single-family condominium or planned unit development unit; or

      3.    Any other single-family residence unit as to which Good and
            Merchantable Title may be held or conveyed freely under law, and
            which the Company has approved in writing.

                                       P-7
<PAGE>

  MM. SERVICER means that Person, other than a natural Person, who at any time
      is servicing a Loan (as a master servicer, if subservicing is also
      involved) with respect to the Insured's obligations under the Policy. The
      Insured shall be presumed to be the Servicer unless the Company is
      notified otherwise.

  NN. UNINSURED CASUALTY means Physical Damage to a Property which is either not
      covered by casualty insurance, or not covered in an amount sufficient to
      restore such Physical Damage to the Property.

  OO. UNINSURED LOAN BALANCE means, at any time, with respect to a Loan, the
      estimated Claim Amount less the Insurance Benefit estimated pursuant to
      the Percentage Option.

  PP. Any pronouns, when used herein, shall mean the single or plural, masculine
      or feminine, as the case may be.

  II. COVERAGE

  A.  EXTENSION OF AND LEVEL OF COVERAGE - Extension of coverage to a Loan under
      this Policy shall be evidenced by issuance of a Certificate number on the
      Certificate Schedule. The Certificate Schedule and the Application for
      each Loan are incorporated herein by reference and made a part hereof for
      all purposes. The Policy is issued in reliance upon the Application and on
      the representations made in connection therewith. Coverage shall commence
      upon the payment of the initial premium, as of the Effective Date of the
      Certificate Schedule. The coverage level for each Loan shall be indicated
      on the Certificate Schedule.

  B.  INITIAL PREMIUM - On the Effective Date of the Certificate Schedule, the
      Insured shall forward the appropriate initial premium due to the Company
      to establish coverage as of the Effective Date.

  C.  PAYMENT OF RENEWAL PREMIUM - For coverage to be renewed, the entire
      renewal premium must be paid no later than the fifteenth (15th) day of the
      second month following the month in which each anniversary of the
      Effective Date occurs. For example, if the Effective Date was January 12,
      renewal premium must be paid by March 15. The Company shall give the
      Servicer, if a Servicer is shown on the records of the Company, or
      otherwise, the Insured, notice of the renewal premium due date. If the
      renewal premium is not paid by the last day of the grace period provided
      above, then the liability of the Company shall terminate as of 12:01 a.m.
      on the later of the last anniversary of the Effective Date through which
      the premium has been paid, or, if a non-payment notice is required by
      applicable law, the last day of the cure period specified in such
      non-payment notice or as may be required by applicable law (the "Lapse
      Date"). However, failure to pay a renewal premium will not impair or
      terminate coverage for Defaults occurring prior to the Lapse Date.
      Notwithstanding the foregoing, if the renewal premium is not paid by the
      last day of the above-stated grace period and such Loan is among a group
      of Loans whose coverage has lapsed due to the transfer, seizure or
      surrender of the servicing for such Loans, the Insured shall have an
      additional sixty (60) day grace period in which to pay the renewal premium
      for such Loan.

  D.  FULL PREMIUM PAYMENT - The Company shall have the right to hold in a
      suspense account for up to ninety (90) days any premium payment received,
      without obligation to apply such premium to coverage while any of the
      following circumstances exist:

      1.    The payment received is less than the full amount of the premium due
            with respect to a Certificate;

      2.    Information received with the payment is insufficient to identify
            the Loan to which the payment applies.

                                      P-8
<PAGE>

      At the end of the ninety (90) day period if the Company has not been able
      to resolve the suspended premium payment with the Insured, then the
      Company shall either refund the payment or be deemed to have accepted and
      applied it without lapse of coverage. Where the Company has received
      notice that there is a Servicer for a Loan then, if a premium is refunded,
      the Insured shall be notified that such refund was made and shall have
      sixty (60) days from such notice to cure or perform the conditions
      precedent to coverage.

  E.  CANCELLATION BY THE INSURED OF COVERAGE FOR A LOAN - The Insured may
      cancel coverage with respect to a Loan by making a request for
      cancellation to the Company in writing or via any medium acceptable to the
      Company. Upon receipt thereof, for coverage having refundable premiums,
      the Company shall refund such sum as may be determined to be due in
      accordance with the appropriate cancellation or premium schedule. The
      Company reserves the right to net out any unpaid premium from any premium
      refund. However, no refund on a Certificate will be paid if a notice of
      Default has been filed unless the Insured waives its rights to the
      Insurance Benefit with respect to that Loan. Cancellation of coverage for
      a Loan will not cancel this Policy.

  F.  CANCELLATION OF POLICY - Once coverage has become effective with respect
      to a Loan, this Policy may not be canceled by the Company for as long as
      any Certificate assigned under this Policy remains in force. If the
      Insured desires to cancel this Policy, it may do so by canceling all
      outstanding Certificates that have been issued under this Policy.

  G.  LOAN MODIFICATIONS - Unless prior written approval is obtained from the
      Company, the Insured shall not make any change in the terms of any Loan
      including, but not limited to, any change in the amount of the
      indebtedness, the interest rate, the use of escrow funds or other funds,
      term or amortization schedule of the Loan, change in the Property, nor
      release any Borrower from liability on a Loan, provided, however, that
      changes in the Loan permitted by the instrument evidencing the Loan shall
      be deemed approved without prior approval.

  H.  ASSUMPTIONS AND BALLOON RESTRUCTURES - The renewal or restructure of a
      Loan at the maturity of a Balloon Payment (hereinafter defined) and the
      assumption of a Loan by a purchaser of the Property, with or without the
      release of the original Borrower, are changes to a Loan requiring the
      Company's prior approval as set forth in Section II., G., (Loan
      Modifications) above, provided, however, that if under applicable law, the
      Insured cannot enforce the "Due on Sale" provision of a Loan, then the
      Company will be deemed to have approved the assumption of such Loan.
      Notwithstanding anything to the contrary in this Section II., H., the
      Company will be deemed to have approved the assumption of any Loan where
      no release is requested and under Section II-406.02 of the Federal
      National Mortgage Association's Servicing Guide or any successor provision
      thereof, or any similar provision of the Federal Home Loan Corporation's
      Sellers' & Servicers' Guide, the assumption is an "exempt transaction"
      that the Servicer is to approve without review of the terms of the
      transaction.

  I.  INCREASE IN LOAN AMOUNT - In addition to the approval requirement of
      Section II., G., (Loan Modifications) above, if the principal balance of a
      Loan is increased (excluding any Negative Amortization), the Insured shall
      pay an additional premium corresponding to the increase in coverage, at
      the then prevailing premium rate.

  J.  APPROVAL OF LOAN MODIFICATIONS - The Company shall not unreasonably
      withhold any approval required to be obtained in connection with any of
      the changes listed in Sections II., G., and H.,; however, failure by the
      Insured to obtain any such approval with respect to any Loan shall
      constitute a waiver of coverage for that Loan and the Company shall refund
      premium for the period following such waiver.

                                      P-9
<PAGE>

  K.  SERVICING - The Loans will be serviced by one of five servicers qualified
      and approved by the Company and the Insured. Unless the prior written
      approval of the Company is obtained, the Servicing of any of the Loans may
      not be transferred, sold, or assigned unless such transfer, sale or
      assignment is approved in writing by the Company. The Company shall not
      unreasonably withhold approval of a proposed servicer. The Company's
      approval shall be deemed to be given for the transfer, sale or assignment
      of all or part of the Loans to a federally insured bank or savings
      association, an institutional investor, the Federal Home Loan Mortgage
      Corporation ("Freddie Mac"), Fannie Mae, or to a Fannie Mae or Freddie Mac
      approved mortgage banker, provided that notice of the same is given as
      required by this paragraph.

  L.  CHANGE OF INSURED - If all of the Loans are transferred, sold or assigned
      by the Insured, coverage will continue PROVIDED THAT (a) notice thereof is
      given to the Company within thirty (30) days of such change, (b) the
      change in ownership, however denominated, is not occasioned by the
      redemption, repurchase, cancellation or other method of extinguishing the
      transaction pursuant to which the Loans were securitized, and (c) the
      Company approves the change in writing. The Company shall not unreasonably
      withhold approval of an new Insured.

  M.  COORDINATION AND DUPLICATION OF INSURANCE BENEFITS -

      1.    If any portion of a Loan is uninsured, all payments made by the
            Borrower on the Loan shall be allocated to the insured portion of
            the Loan in the same ratio as the insured principal amount bears to
            the total principal amount of the Loan. The Insurance Benefit
            hereunder shall likewise be calculated on the same pro rata basis.

      2.    The Insured shall not carry duplicate mortgage guaranty insurance
            (other than mortgage guaranty pool insurance or supplemental
            mortgage guaranty insurance) on any Loan.

      3.    If at the time of Default there is any other valid and collectible
            insurance in effect for the Loan which would attach if this
            insurance were not in effect, then the coverage under this Policy
            shall apply only as excess coverage and in no event as contributing
            insurance.

  N.  MITIGATION OF LOSS - The Insured and its Servicer shall attempt to limit
      and mitigate loss by adhering to customary servicing standards applicable
      to delinquent Loans, which may include in appropriate cases, but is not
      limited to, trying to obtain a cure of Defaults and trying to effectuate a
      Pre-Arranged Sale or voluntary conveyance of the Property. The Insured
      shall permit the Company to participate in workout activities for any Loan
      in Default. Failure of the Insured to materially comply with this Section
      II., N., with respect to any Loan shall entitle the Company to adjust the
      Claim Amount by the amount the Company was damaged by such noncompliance.
      The Company shall attempt to limit and mitigate any loss to the Insured
      which will not be covered by the Insurance Benefit provided under this
      Policy.

III.  EXCLUSIONS FROM COVERAGE

  The Company shall not be liable for, and the Policy shall not apply to, extend
  to or cover the exclusions listed below. In the event that coverage is
  excluded for any Loan, the Company will refund all premium for that Loan for
  the period following the occurrence of the event giving rise to such
  exclusion. Except where prohibited by law, if the damage to the Company
  arising from an excluded event can be reasonably quantified, the Company shall
  adjust the Claim Amount by the amount of such damage rather than exclude
  coverage altogether for such Loan, unless a refund of premium as provided for
  in the preceding sentence would provide a greater payment to the Insured.

                                      P-10
<PAGE>

  A.  BALLOON PAYMENT EXCLUSION - Any Claim arising out of or in connection with
      the failure of the Borrower to make any payment of principal and interest
      due under the Loan, which payment becomes due when the Insured exercises
      its right to call the Loan when not in default or because the term of the
      Loan is shorter than the amortization period, and which payment is for an
      amount more than twice the regular periodic payment of principal and
      interest that are set forth in the Loan (commonly referred to as a
      "Balloon Payment"); provided, however, that this Exclusion shall not apply
      if the Insured or its Servicer offers the Borrower in writing, before the
      due date of the Balloon Payment, a renewal or extension of the Loan, or a
      new loan at then current market rates, in an amount not less than the then
      outstanding principal balance and with no decrease in the amortization
      period and the Borrower declines to seek such renewal or refinancing.

  B.  EFFECTIVE DATE EXCLUSION - Any Claim resulting from a Default occurring
      before the Effective Date of the Policy or after its lapse, cancellation,
      or expiration; or after coverage is canceled with respect to the Loan.

  C.  INCOMPLETE CONSTRUCTION EXCLUSION - Any Claim when, as of the date of such
      Claim, construction of the Property had not been completed in accordance
      with the construction plans and specifications approved by the Loan
      originator at the time the Loan was originated or in accordance with the
      Original Appraisal. (This Incomplete Construction Exclusion shall not
      apply if the construction of the Property has been fully completed and, if
      Physical Damage occurs during construction, any repairs necessary to
      restore the Property to its complete condition, reasonable wear and tear
      excepted, have been completed.) However, coverage for a Default occurring
      during construction may be excluded by Section III., B., (Effective Date
      Exclusion) above.

  D.  RESIDENTIAL PROPERTY EXCLUSION - Any Claim where the Property is not, as
      of the date the Loan is Closed, on the Effective Date, and on the date the
      Claim is filed, Residential real property.

  E.  NEGLIGENCE AND FRAUD EXCLUSION - Any Claim involving or arising out of, or
      any Claim where the origination of the Loan or extension of coverage
      hereunder involved or arose out of, any dishonest, fraudulent, criminal,
      or knowingly wrongful act (including error or omission) by the Insured,
      the Servicer or any agent of the Insured or Servicer; or any Claim
      involving or arising out of the negligence of the Insured or the Servicer,
      which negligence is material either to the acceptance of the risk or to
      the hazard assumed by the Company.

  F.  NON-APPROVED SERVICER EXCLUSION - Any Claim occurring when the Servicer,
      at the time of Default or thereafter, was not approved by the Company,
      provided, however, that this Non-Approved Servicer Exclusion shall not
      apply to any Loan for which a Default occurs within 150 days after the
      Company withdraws approval of the Servicer for such Loan. If the Company
      decides to withdraw approval of a Servicer it shall give written notice of
      that decision to the Insured for each affected Loan as shown in the
      Company's records.

  G.  PHYSICAL DAMAGE EXCLUSION - Any Claim where there is Physical Damage to
      the Property, occurring or manifesting itself after the Effective Date;
      provided, however, that this exclusion will not apply (i.e., the Company
      will provide coverage for a Claim) where Physical Damage has occurred to
      the Property if:

      1.    The Default giving rise to a Claim was not primarily caused by an
            Uninsured Casualty occurring prior to such Default, and the Company
            has elected to pay either the Percentage Option or the Pre-Arranged
            Sale Option as the Insurance Benefit for the Loan; or

                                      P-11
<PAGE>

      2.    The Property has been restored to its condition as reported in the
            Original Appraisal (as fully completed), reasonable wear and tear
            excepted. The Insured may elect to accept a reduction in the Claim
            Amount by an amount equal to the estimated cost to completely
            restore the Property as would otherwise be required by this
            exclusion rather than be required to restore the Property to obtain
            an Insurance Benefit under this Policy. In the event the Company
            relies on an estimate for such restoration that is not obtained by
            the Insured, then the Company shall, at the request of the Insured,
            provide a copy of such estimate to the Insured.

  H.  LOAN TO VALUE RATIO EXCLUSION - Any Claim where the original principal
      balance of the Loan exceeded one hundred percent (100%) of the FMV of the
      Property at the time the Loan was originated, and such fact was not
      disclosed to the Company at the time coverage under this Policy was
      extended to such Loan.

  I.  NEGATIVE AMORTIZATION EXCLUSION - Unless otherwise endorsed, any Negative
      Amortization with respect to a Loan.

  J.  DEFENSES TO LOAN EXCLUSION - That portion of any Claim equal to the amount
      of the indebtedness from which the Borrower is released, or any Claim
      against which the Borrower successfully asserts defenses that have the
      effect of releasing, in whole or in part, the Borrower's obligations to
      repay the Loan, provided, however, this Defenses to Loan Exclusion shall
      not apply where the release of the Borrower is the result of a bankruptcy
      "cram down" so long as the Insured has continued to pay premium on the
      full amount of the indebtedness and that all other conditions of this
      Policy have met.

  K.  ENVIRONMENTAL IMPAIRMENT EXCLUSION - Any Claim where there is
      Environmental Impairment to the Property which existed prior to the
      Effective Date if the existence, or suspected existence, of the
      Environmental Impairment was not disclosed in the Application and the
      Environmental Impairment (i) is a principal cause of the Default, and (ii)
      has made the principal Residential structure on the Property
      uninhabitable. A structure will be considered "uninhabitable" if generally
      recognized standards for residential occupancy are violated or if, in the
      absence of such standards, a fully informed and reasonable person would
      conclude that such structure was not safe to live in without fear of
      injury to health or safety. Notwithstanding the foregoing, this exclusion
      shall not apply if the Insured has removed or remedied the condition that
      constitutes the Environmental Impairment or the Insured has removed the
      hazardous character of such condition in accordance with applicable
      federal, state or local laws.

IV.   CONDITIONS PRECEDENT TO PAYMENT OF CLAIM

  The following Claim payment procedures contain the conditions precedent to,
  and additional limitations upon the Company's obligation to pay Insurance
  Benefits under this Policy:

  A.  NOTICE OF DEFAULT - The Insured shall give the Company notice:

      1.    Within forty-five (45) days of Default, if it occurs when the first
            payment is due under a Loan; or

      2.    Not later than the last business day of the month following the
            month in which the first of the following events occur:

            a. The date when the Borrower becomes three (3) periodic payments in
            Default on the Loan if the periodic payments are made monthly, and
            not later than ninety (90) days after the occurrence of a Default
            for Loans having periodic payments more often than once a month; or

                                      P-12
<PAGE>

            b. Foreclosure or other Appropriate Proceedings have been commenced.

      Such notice shall be on forms provided by or approved by the Company or
      via a medium acceptable to the Company. Unavailability of Company forms is
      not a valid reason for delay in reporting. Failure to report a Default as
      required by this Section IV., B., shall entitle the Company to deduct from
      the Claimable Amount of a Claim thirty (30) days of interest accruing on
      the Loan during the period between the date the notice of Default should
      have been filed and the date it was submitted to the Company.

  B.  MONTHLY REPORTS - Following a notice of Default on a Loan or the
      commencement of Appropriate Proceedings, the Insured shall give the
      Company monthly reports on forms furnished or approved by the Company or
      via a medium acceptable to the Company, on the status of the Loan and on
      the servicing efforts undertaken to remedy the Default or conclude the
      Appropriate Proceedings. These monthly reports shall continue until the
      Borrower is no longer in Default, the Appropriate Proceedings terminate,
      or until title to the Property has been transferred to the Insured.

  C.  COMPANY'S OPTIONS AFTER NOTICE OF DEFAULT - If the Company so directs, at
      any time after receiving the Insured's notice of Default, the Insured
      shall file a Claim within twenty (20) days and the Company may elect to
      pay the Insurance Benefit pursuant to the Percentage Option. Thereafter,
      following the Insured's acquisition of the Borrower's Title to the
      Property, the Insured shall be entitled to file a supplemental Claim in an
      amount equal to the sum of the Advances not included in the initial Claim,
      plus any Deficiency Expenses (See Section I.,R.) subject to the
      limitations and deductions of Section V., B., (Calculation of Claim
      Amount) and such supplemental Claim shall be paid by the Company in
      accordance with the Percentage Option.

  D.  VOLUNTARY CONVEYANCE - The Insured may accept a conveyance of title from
      the Borrower in lieu of foreclosure or other proceedings if:

      1.    The ability of the Insured to preserve, transfer and assign to the
            Company the Insured's rights against the Borrower is not impaired;
            and

      2.    The rights of the Company under this Policy against such Borrower
            are not adversely affected; or if

      3.    The written approval of the Company has been obtained; provided,
            however, it is understood that such approval shall not constitute
            nor be deemed an admission of liability by the Company with respect
            to coverage for the related Loan.

  E.  APPROPRIATE PROCEEDINGS - The Insured MUST begin Appropriate Proceedings
      when the Loan becomes six (6) months in Default unless the Company
      provides written instructions that some other action be taken. The Company
      reserves the right to direct the Insured to institute Appropriate
      Proceedings at any time after Default. When either defending against or
      bringing Appropriate Proceedings, the Insured shall report the status of
      these proceedings to the Company as reasonably and expeditiously as
      possible.

      In conducting Appropriate Proceedings, the Insured shall:

      1.    Diligently pursue the Appropriate Proceedings once they have begun;

                                      P-13
<PAGE>

      2.    Apply for the appointment of a receiver and assignment of rents, if
            permitted by law, requested by the Company, and appropriate for the
            Property;

      3.    At the request of the Company, furnish the Company with copies of
            all notices and pleadings filed or required in the Appropriate
            Proceedings;

      4.    Act so that its ability to preserve, transfer and assign to the
            Company its rights against the Borrower is not impaired; and so that
            the rights of the Company under this Policy against the Borrower are
            not adversely affected, including any rights to obtain a deficiency
            judgment, provided that the Insured shall not be required to pursue
            or establish a deficiency against the Borrower in those states where
            the Company is not permitted to pursue such a deficiency;

      5.    Bid an amount at the foreclosure sale which is not less than the
            minimum amount nor more than the maximum amount set forth below,
            unless the Company notifies the Insured of other instructions or
            waives its right to give bidding instructions, in writing.

            a. If the FMV of a Property is less than the Uninsured Loan Balance,
            the Insured shall start bidding at not less than the FMV of the
            Property and may continue bidding up to a maximum of the Uninsured
            Loan Balance.

            b. If the FMV of a Property is greater than the Uninsured Loan
            Balance, the Insured shall start bidding at not less than the
            Uninsured Loan Balance up to a maximum amount equal to the Claim
            Amount.

            If other bidding instructions are provided they will not specify a
            maximum bid that is less than the Uninsured Loan Balance, and, if
            the Property is subject to redemption for less than the outstanding
            amount of the Loan, then such other bidding instructions will not
            specify an opening bid of less than the Uninsured Loan Balance.

  F.  PRE-ARRANGED SALES - In the event of Default on a Loan, it shall be a
      condition precedent to payment of any Insurance Benefit on the Loan that
      (i) the Insured attempt to obtain a Pre-Arranged Sale of the Property
      whenever reasonable, and (ii) the Insured shall authorize its broker, when
      requested by the Company, to release marketing information for the
      Property to the Company, if requested by the Company, unless the Insured
      shall have notified the broker that the Company's right to acquire the
      Property has expired or been waived. For purposes of this section, a
      "Pre-Arranged Sale Offer" means an offer to purchase the Property received
      by the Insured, together with a schedule of (i) expense items proposed by
      the Insured to be included in the settlement amount of the Pre-Arranged
      Sale Offer is accepted and the proposed Property sale closes, and (ii) the
      Insured's then-estimated amounts thereof. Pre-Arranged Sale Offers that
      the Insured chooses to submit to the Company will be approved or rejected
      by the Company.

  G.  CLAIM REQUIREMENTS - The Insured must provide the Company with:

      1.    A completed form furnished or approved by the Company for payment of
            a Claim ("Claim for Loss Form"); and

      2.    All information reasonably requested on the Claim for Loss Form
            together with all documentation requested on or necessary to
            complete such Claim for Loss Form; and

      3.    Evidence satisfactory to the Company that the Insured has acquired
            the Borrower's Title to the Property, except where the Company has
            elected the Pre-Arranged Sale Option provided,

                                      P-14
<PAGE>

            however, if the primary cause of the Default was a circumstance or
            event which would prevent the Insured from obtaining Good and
            Merchantable Title, then no matter which settlement option the
            Company elects, the Insured must comply with the requirements of
            Section IV., G., 4, as if the Company had elected the Acquisition
            Option; and

      4.    In the event the Company elects the Acquisition Option, a recordable
            deed in normal and customary form containing the usual warranties
            and covenants conveying to the Company or its designee Good and
            Merchantable Title to the Property, along with evidence satisfactory
            to the Company that the Insured has acquired and can convey to the
            Company or its designee Good and Merchantable Title to the Property;
            and

      5.    All other documentation or information reasonably requested by the
            Company for purposes of investigating and/or adjusting the Claim;
            and

      6.    Access to the Property for purposes of determining its value, and
            for investigating and/or adjusting the Claim; provided, however, if
            the Company elects the Acquisition Option, then Possession of the
            Property must be provided by the Insured, unless the Company waives
            this requirement in writing.

  V.  LOSS PAYMENT PROCEDURE

  A.  FILING OF CLAIM - The Insured shall file a Claim no later than sixty (60)
      days after the earlier of acquiring the Borrower's Title to the Property
      or a Pre-Arranged Sale, provided that if the Company elects to acquire the
      Property, then no later than sixty (60) days after the Insured acquires
      Good and Merchantable Title to the Property. Failure of the Insured to
      file a Claim within this time period shall (i) relieve the Company of any
      obligation to include in the Claim Amount interest and Advances accruing
      on the Loan after such sixty (60) day period has expired, and (ii) entitle
      the Company to adjust such Claim to the extent that the Company is
      prejudiced by such late filing of the Claim, up to 100% of the Insurance
      Benefit.

      Unavailability of Company forms is not a valid reason to delay filing a
      Claim. If a Claim filed by the Insured is incomplete the Company shall
      within twenty (20) days of receipt of a Claim, notify the Insured of all
      items needed to perfect such Claim. If no notice of deficiency of the
      Claim is sent within the twenty (20) day period following receipt of the
      Claim by the Company, then the Claim shall be deemed to be perfected as of
      the date the Company received the Claim.

  B.  CALCULATION OF CLAIM AMOUNT - The Claim Amount for any Loan shall be an
      amount equal to the sum of:

      1.    The Default Amount but excluding any portion of the principal
            balance attributable to any increase therein after the first payment
            is due and payable, and excluding capitalized penalty interest or
            late payment charges. (See Section III., I., (Negative Amortization
            Exclusion) THIS POLICY DOES NOT COVER NEGATIVE AMORTIZATION UNLESS
            SUCH COVERAGE IS ENDORSED FOR A LOAN); and

      2.    The amount of accumulated delinquent interest due on the Loan at the
            contract rate stated in the Loan from the date of Default through
            the date that the Claim is submitted to the Company, but excluding
            applicable late charges and penalty interest; additional interest
            computed on the Default Amount until the Pre-Arranged Sale of the
            Property, and thereafter until the Pre-Arranged Sale closing
            information is submitted, computed on the Default Amount reduced by
            the net proceeds of such Pre-Arranged Sale (For purposes of this
            Section, "late charges and

                                      P-15
<PAGE>

            penalty interest" includes, but is not limited to, increases in
            interest rate caused by non-performance of the Borrower. In no event
            will the Claim Amount include interest at a rate other than what the
            Insured would receive if the Loan were paid as current in accordance
            with its own terms); and

      3.    The amount of Advances made by the Insured; provided that:

            a. Attorney's fees advanced thereunder shall not exceed three
            percent (3%) of the sum of the (1) and (2) above; and

            b. Payment for Advances other than Attorney's fees, shall be
            prorated through the earlier of the date the Claim is submitted to
            the Company or the Pre-Arranged Sale of the Property;

      less:

      4.    All rents and other payments (excluding proceeds of fire and
            extended coverage insurance and proceeds of a Pre-Arranged Sale)
            collected or received by the Insured, which are derived from or in
            any way related to the Property;

      5.    The amount of cash available to the Insured remaining in any escrow
            account as of the last payment date;

      6.    The amount of cash to which the Insured has retained the right of
            possession as security for the Loan; and

      7.    The amount paid under applicable fire and extended coverage policies
            which has not been applied to either the restoration of the
            Property, if the Property suffered Physical Damage, or to the
            payment of the Loan; and

      8.    The amount expended by the Insured for Advances requiring approval
            by the Company which are not in compliance with the Company's
            guidelines and which have not been approved by the Company.

  C.  PAYMENT OF INSURANCE BENEFIT - The Company, at its sole option, shall
      elect one of the following three options and pay to the Insured, on or
      before the last day of the Claim Settlement Period, as the Insurance
      Benefit, either:

      1.    The Acquisition Option which shall equal the Claim Amount less the
            amount of any payments of Loss previously made by the Company with
            respect to the Loan, payable in exchange for the conveyance of Good
            and Merchantable Title to and Possession of the Property; provided,
            however, that if the Insured is unable to perform any conditions
            precedent to payment of a Claim within the later of thirty (30) days
            after the redemption period or ninety (90) days after the Claim
            Adjustment Period, then, so long as the Claim is not otherwise
            excluded, the Insured may retain title to the Property and the
            Insurance Benefit under this Acquisition Option shall be an amount
            equal to the Company's Anticipated Loss in connection with such
            Property ; or

      2.    The Percentage Option which is an amount equal to the Claim Amount
            multiplied by the percentage of coverage specified in this Policy,
            or

      3.    The Pre-Arranged Sale Option is an amount equal to the lesser of the
            Percentage Option or the Insured's actual loss in connection with a
            Pre-Arranged Sale of the Property. The Insured's

                                      P-16
<PAGE>

            actual loss shall be an amount equal to the Claim Amount plus all
            reasonable costs incurred in obtaining and closing such sale less
            the proceeds of the Pre-Arranged Sale.

      In addition to payment under one of the foregoing options, the Company
      will pay whatever Deficiency Expenses are payable to the Insured pursuant
      to Section V., D. (Deficiency Expenses).

      In the event that a Pre-Arranged Sale fails to close prior to the end of
      the Claim Settlement Period, the Company may postpone payment of the
      Insurance Benefit for up to (90) ninety days, or if earlier, until such
      Pre-Arranged Sale closes or is terminated, provided that interest on the
      Default Amount at the rate due upon the Loan during such postponement is
      paid to the Insured.

      Further, in the event the Property is redeemed after the payment of the
      Percentage Option, the Insured shall be obligated to promptly refund to
      the Company the amount, if any, by which the redemption price plus the
      Insurance Benefit exceeds the Claim Amount.

      In the event the Company does not pay the Insurance Benefit within the
      Claim Settlement Period, it will pay interest on the Insurance Benefit at
      the rate due under the Loan from the last day of the Claim Settlement
      Period until the Claim is paid.

  D.  DEFICIENCY EXPENSES - Notwithstanding the provisions of Section V., C.,
      (Payment of Insurance Benefit) above, in the case where a deficiency
      against the Borrower is being pursued solely at the request of the
      Company, then any Deficiency Expenses shall be added to the amount of the
      Insurance Benefit. If a deficiency against a Borrower is being pursued as
      part of Appropriate Proceedings, for the benefit of both the Insured and
      the Company, then at the time such deficiency rights are established or a
      deficiency judgment is obtained, whichever shall occur first, the
      Deficiency Expenses plus any similar expenses incurred by the Company in
      connection with such deficiency shall be settled between the parties on
      the same pro rata basis set forth in Section VI., B. (Subrogation) for the
      settlement of deficiency recoveries. Expenses and costs arising after that
      point shall be treated as collection expenses to be netted against the
      deficiency recovery, if any, (and, if none, to be shared between the
      parties on the same pro rata basis when it becomes clear that nothing will
      be recovered).

      To facilitate the decision of whether to pursue or establish a deficiency
      against a Borrower, the Insured shall provide the Company with any
      information it may have relevant to collecting on a deficiency judgment
      for that case. The Company will discuss all such information it may have
      with the Insured so that the parties can decide whether any Appropriate
      Proceedings (necessary to establishing or pursuing a deficiency) are to be
      pursued for the benefit of both parties or whether one of the parties will
      elect not to participate in any recovery. The Insured will be deemed to be
      participating in Appropriate Proceedings solely at the request of the
      Company when such proceedings are not a condition precedent to obtaining
      Borrower's Title to or Possession of a Property and, after the parties
      have exchanged information on the Loan, the Insured has advised the
      Company in writing why the Insured does not wish to participate in such
      proceedings.

  E.  DISCHARGE OF OBLIGATION - Any payment by the Company in accordance with
      Section V., C., (Payment of Insurance Benefit) and, if applicable, Section
      V., D., (Deficiency Expenses) or Section IV., C., (Company's Options after
      Notice of Default), taking into account appropriate adjustments, shall be
      a full and final discharge of the Company's obligation under this Policy
      with respect to the related Loan. Notwithstanding the preceding sentence,
      the Company shall not be relieved of its obligation to pay any appropriate
      supplemental Claims filed pursuant to Section IV., C., (Company's Options
      after Notice of Default) or as may otherwise be agreed to by the Company.

                                      P-17
<PAGE>

VI.   ADDITIONAL CONDITIONS

  A.  PROCEEDINGS OF EMINENT DOMAIN - In the event that part or all of the
      Property is taken by eminent domain, condemnation or by any other
      proceedings by federal, state or local governmental unit or agency, the
      Insured shall require that the Borrower apply the maximum permissible
      amount of any compensation awarded in such proceedings to reduce the
      principal balance of the Loan, in accordance with the law of the
      jurisdiction where the Property is located.

  B.  SUBROGATION - The Company shall be subrogated pro rata, to the full extent
      permitted by law (except where the Company is prohibited by law from
      pursuing recovery of a Loan), to all of the Insured's Recovery Rights with
      respect to a Loan, upon payment of a Claim hereunder. "RECOVERY RIGHTS"
      shall mean all rights of recovery against the Borrower and any other
      Person or organization relating to the Loan or to the Property. The
      Company's pro rata share of the net deficiency recovered (i.e., amounts
      recovered less reasonable costs and expenses) with respect to any Loan
      shall be the amount of the Insurance Benefit divided by the amount of the
      deficiency judgment. Internal staff costs and overhead expenses shall not
      be deducted in determining the amount of a net deficiency recovery unless
      specifically agreed to in writing by the parties.

            The Insured hereby designates the Company its exclusive agent (i) to
            pursue all of the Insured's Recovery Rights to which the Company has
            not become subrogated by payment of a Claim (i.e., the Insured's
            share of the Recovery Rights), (ii) to file any action in the
            Company's name as assignee of the Insured, to collect on the
            Insured's Recovery Rights, and (iii) to settle and compromise any
            such Recovery Rights on behalf of the Insured, it being understood
            and agreed that the Company shall have the exclusive rights to
            pursue and settle all Recovery Rights for any Loan on which a Claim
            payment is made hereunder, unless waived in writing by the Company.
            If the Company decides not to pursue Recovery Rights with respect to
            a Loan, then the Company shall issue a written waiver of its
            subrogation and management rights to the Insured. The Insured shall
            execute and deliver at the request of the Company such instruments
            and documents, and undertake such actions as may be necessary to
            transfer, assign and secure such Recovery Rights to the Company. The
            Insured shall refrain from any action, either before or after
            payment of a Claim hereunder that shall prejudice such Recovery
            Rights.

      Notwithstanding any provision in the foregoing paragraph to the contrary,
      in the event the Insured has, in addition to Recovery Rights against a
      Borrower or any other Person, a claim or claims against such Borrower or
      other Person not related to the Recovery Rights, then the Insured shall
      have the right to pursue in its own name all the Recovery Rights in
      conjunction with the Insured's other claim or claims, and the Company will
      waive its right to manage the pursuit of the Recovery Rights.

      The execution by the authorized party, even if it be a party other than
      the Insured, of a release or waiver of the right to collect the unpaid
      balance of a Loan, if it has such effect, shall release the Company from
      its obligations hereunder to the extent and amount of such release or
      waiver, unless the Company is prohibited by law from pursuing recovery of
      such Loan.

  C.  REPRESENTATIONS AND RELIANCE; INCONTESTABILITY - All statements made by
      the Insured, the Servicer, the Borrower or any other Person in any part of
      the Application, including the Original Appraisal, plans and
      specifications, or any exhibits or documents submitted therewith, are
      deemed to be the Insured's representations. The Company has issued this
      Policy and has extended coverage to each Loan listed on the Certificate
      Schedule in reliance on the correctness and completeness of such
      representations as made or deemed to be made by the Insured.

                                      P-18
<PAGE>

      No Claim otherwise payable under this Policy with respect to a Loan will
      be denied, nor will the coverage for such Loan be rescinded, based on any
      misrepresentation in the Application made by the Borrower or any Person
      other than a First Party, once twelve (12) regularly scheduled periodic
      payments have been made on that Loan from the Borrower's Own Funds.

      Notwithstanding the foregoing provisions of this Section VI., C.,, the
      Company will not be precluded from denying a Claim or rescinding coverage
      for a Loan where prior to the Borrower making twelve (12) regularly
      scheduled payments from the Borrower's Own Funds, the Company notifies the
      Insured in writing that the Company has sufficient evidence to establish a
      reasonable belief that there was a material misrepresentation made in the
      Application with respect to such Loan and the Company provides a
      reasonable description of such misrepresentation.

  D.  NOTICE - Premium payments are to be paid as provided in Sections II., B.,
      and C., and sent to the Company at the address listed on the Commitment,
      or as otherwise instructed by the Company in writing. All other notices,
      Claims, tenders, reports and other data required to be submitted to the
      Company by the Insured shall be either (i) mailed postpaid, (ii) sent by
      overnight courier, (iii) transmitted electronically or via magnetic tape
      or other media in a manner approved by the Company, or (iv) sent by
      telephonic facsimile transmission, to the Company's home office at the
      following address and facsimile number:

      For Claim matters:

            PMI Mortgage Insurance Co.
            P. O. Box 193837
            San Francisco, California 94119
            Attention:  Claim Department
            Facsimile Number: (415) 788-8593

      For Customer Service matters:

            PMI Mortgage Insurance Co.
            P.O. Box 3836
            San Francisco, California 94119
            Attention:  Customer Service Department
            Facsimile Number:  (415) 291-6191

      All notices to the Insured shall be given to the Servicer unless the
      Company has not been notified that a Loan is being serviced by a Person
      other than the Insured, and shall be either (i) mailed postpaid, (ii) sent
      by overnight courier, (iii) transmitted electronically or magnetically in
      a manner approved by the Insured, or (iv) sent by telephonic facsimile
      transmission, to the Servicer, at the address and facsimile number
      provided in writing by the Insured to the Company, or to the last known
      address and facsimile number for that Servicer, except that for facsimile
      transmissions, the Company shall confirm telephonically or otherwise the
      accuracy of the facsimile number used. Nonpayment notices under Section
      II., C. and notices required under Section III., F. shall be sent to both
      the Insured and the Servicer whenever the Company has been notified that
      the Servicer is a Person other than the Insured. All notices to the
      Insured and Servicer will be sent to those Persons whom the Company was
      last notified as owning or servicing the Loan, respectively, at the last
      known address for such Persons as reflected in the records of the Company.

                                      P-19
<PAGE>

      Either party may notify the other of a change in address in the same
      manner as provided for giving notice. All notices, Claims, tenders,
      reports and other data required to be submitted to the Company or to the
      Insured shall be deemed to have been given five (5) days after the same is
      deposited in the U.S. Mail, delivered to an overnight courier, or
      transmitted in a manner approved above, unless actually received earlier.
      If the Insured requests that notices be sent to a third party other than
      the Insured and Servicer, the Company agrees to use its best efforts to
      give such notices but the Company shall not incur any liability for
      failure to send any notice to any third parties.

  E.  REPORTS AND EXAMINATIONS - As pertinent to any Loan or the Policy, the
      Company may call on the Insured for such reports as it may deem reasonably
      necessary, and may inspect the files, books and records of the Insured as
      they pertain to any Loan or to the Policy. The Company has the right to
      require that any information which the Insured is required to provide
      under this Policy be certified as to its truthfulness and accuracy by an
      officer or properly authorized employee of either or both the Insured and
      the Servicer.

  F.  ARBITRATION - Unless prohibited by applicable law, any controversy or
      dispute, including any Claim made hereunder, arising out of or relating to
      this Policy, may, upon the mutual consent of all parties to the dispute,
      be settled by binding arbitration in accordance with the title insurance
      rules of the American Arbitration Association in effect on the date the
      demand for arbitration is made. If this remedy is elected by all parties
      to the dispute, then the decision of the arbitrator(s) shall be final and
      binding on all the parties, and shall be enforceable in any court of
      competent jurisdiction in the United States of America.

  G.  SUIT -

      1.    No suit or action for recovery of any Claim or Insurance Benefit
            under this Policy shall be sustained in any court of law or equity
            unless the Insured has materially and substantially complied with
            the terms and conditions of this Policy, and unless the suit or
            action in equity is commenced within three (3) years or such longer
            period of time as may be required by applicable law, after (i) the
            Claim has been presented to the Company or (ii) the date on which
            the cause of action accrued, whichever is earlier. No suit or action
            on a Claim or Insurance Benefit may be brought against the Company
            until sixty (60) days have elapsed from the later of the date that
            the Insured is notified that Claim is perfected or from the date the
            Claim is deemed to be a Perfected Claim, unless the subject matter
            of the suit or action is whether a Perfected Claim has been filed.

      2.    If a dispute arises concerning the Loan and involving either the
            Property or the Insured, the Company has the right to protect its
            interest by defending any action arising from such dispute, even if
            the allegations involved are groundless, false or fraudulent. The
            Company is NOT REQUIRED to defend any lawsuit involving either the
            Insured, the Property or the Loan. The Company shall also have the
            right to direct the Insured to institute suit on the Insured's
            behalf, if this suit is necessary or appropriate to preserve the
            Company's rights in connection with a Loan or Property. If any
            litigation costs and expenses incurred by either the Company or the
            Insured under this Section VI., G., arise out of an action involving
            the negligent or wrongful conduct or breach of contract on the part
            of the Insured, then the Insured shall bear all such costs and
            expenses, and in all other cases, the Company shall bear such costs
            and expenses.

  H.  PARTIES IN INTEREST - This contract shall be binding upon and inure to the
      benefit of the Company and its successors and assigns and the Insured and
      its permitted successors and assigns. Neither the Borrower, nor any
      successive owner of a Property, nor any pool insurance carrier, nor any
      other Person is included or intended as a third party beneficiary to this
      Policy. Payments made to the

                                      P-20
<PAGE>

      Insured hereunder are intended as indemnification for actual loss and
      shall not affect nor impair the Insured's rights of recovery against the
      Borrower subject, however, to the provisions of Section VI., B.,
      (Subrogation). Because the Company and the Insured are the only parties to
      the Policy, they may agree to modify or amend or terminate this Policy or
      any Certificate without the consent of, or notice to, any Borrower,
      Servicer or any other Person.

  I.  AGENCY - Neither the Insured, its Servicer, its originators, nor any of
      their respective employees or agents shall be or shall be deemed to be
      agents of the Company, nor shall the Company be or be deemed to be an
      agent of the Insured or Servicer except to the extent of the Recovery
      Rights assigned to the Company pursuant to Section IV., B., (Subrogation).
      The Servicer is deemed to be an agent of the Insured for all purposes
      under this Policy, including, but not limited to, for receiving notices,
      payments of Insurance Benefit, settling Claims, and performing acts
      required of the Insured under this Policy excepting for receipt of notices
      required under Section III., F., (Non-Approved Servicer).

  J.  GOVERNING LAW; CONFORMITY TO STATUTE - This Policy, including the
      Certificate Schedule, Claim or Insurance Benefit related to any Loan,
      shall be governed by the law of the jurisdiction in which the original
      named Insured is located as shown in on the face page hereof. Any
      provision of this Policy which is in conflict with the law of the
      aforesaid jurisdiction is hereby amended to conform to the minimum
      requirements of that law.

  K.  ELECTRONIC DATA STORAGE - It is understood that the Company may store
      information, the contents or images of documents or other data on
      electronic media or other media generally accepted for business records
      (such as microfiche). The Company and Insured agree that the data stored
      on such electronic or other media are equally acceptable between the
      parties for all purposes as information, documents or other data
      maintained in printed or written form, including but not limited to, for
      the purposes of litigation or arbitration.

  L.  NO WAIVER - Except as provided in Section VI., C., Representations and
      Reliance; Incontestability, nothing contained in this Policy shall be
      deemed to waive or limit the Company's rights arising at law or in equity
      to rescind or reform this Policy or the Certificate in the event that
      material misrepresentations of fact or fraudulent statements were relied
      upon by the Company in issuing this Policy or extending coverage hereunder
      to any Loan.

                                      P-21