<PAGE>
                                                                    EXHIBIT 99.1

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                      MERRILL LYNCH MORTGAGE LENDING, INC.,

                                     SELLER

                                       and

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.,

                                    PURCHASER

                   MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT

                          Dated as of December 1, 2005

                       First Franklin Mortgage Loan Trust
            Mortgage Loan Asset-Backed Certificates, Series 2005-FF12

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                                TABLE OF CONTENTS

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                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I    CONVEYANCE OF MORTGAGE LOANS................................     5

   Section 1.01.   Sale of Mortgage Loans................................     5
   Section 1.02.   Delivery of Documents.................................     6
   Section 1.03.   Review of Documentation...............................     6
   Section 1.04.   Representations and Warranties of the Seller..........     6
   Section 1.05.   Grant Clause..........................................    19
   Section 1.06.   Assignment by Depositor...............................    19

ARTICLE II   MISCELLANEOUS PROVISIONS....................................    20

   Section 2.01.   Binding Nature of Agreement; Assignment...............    20
   Section 2.02.   Entire Agreement......................................    20
   Section 2.03.   Amendment.............................................    20
   Section 2.04.   Governing Law.........................................    20
   Section 2.05.   Severability of Provisions............................    21
   Section 2.06.   Indulgences; No Waivers...............................    21
   Section 2.07.   Headings Not to Affect Interpretation.................    21
   Section 2.08.   Benefits of Agreement.................................    21
   Section 2.09.   Counterparts..........................................    21
</TABLE>

                                    SCHEDULES

SCHEDULE A   Mortgage Loan Schedule

<PAGE>

     This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of December 1,
2005 (the "Agreement"), is executed by and between Merrill Lynch Mortgage
Lending, Inc. (the "Seller") and Merrill Lynch Mortgage Investors, Inc. (the
"Depositor").

     All capitalized terms not defined herein shall have the same meanings
assigned to such terms in that certain Pooling and Servicing Agreement (the
"Pooling Agreement"), dated as of December 1, 2005, among the Depositor, LaSalle
Bank National Association, as master servicer (the "Master Servicer") and
securities administrator (the "Securities Administrator"), Citibank, N.A., as
trustee (the "Trustee"), National City Home Loan Services, Inc., as servicer
(the "Servicer") and Wilshire Credit Corporation, as special servicer (the
"Special Servicer").

                                   WITNESSETH:

     WHEREAS, the Seller has acquired certain mortgage loans identified on the
Mortgage Loan Schedule attached hereto as Schedule A (the "Mortgage Loans") from
First Franklin Financial Corporation (the "Originator"), pursuant to the Master
Mortgage Loan Purchase and Interim Servicing Agreement, between the Seller and
the Originator, dated as of April 1, 2005 (the "Transfer Agreement");

     WHEREAS, the Seller desires to sell, without recourse, all of its rights,
title and interest in the Mortgage Loans to the Depositor; and

     WHEREAS, the Seller and the Depositor acknowledge and agree that the
Depositor will assign all of its rights and delegate all of its obligations
hereunder to the Trustee, and that each reference herein to the Depositor is
intended, unless otherwise specified, to mean the Depositor or the Trustee, as
assignee, whichever is the owner of the Mortgage Loans from time to time.

     NOW, THEREFORE, in consideration of the mutual agreements herein set forth,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Seller and the Depositor agree as follows:

                                    ARTICLE I

                          CONVEYANCE OF MORTGAGE LOANS

     Section 1.01. Sale of Mortgage Loans. Concurrently with the execution and
delivery of this Agreement, the Seller does hereby transfer, assign, set over,
deposit with and otherwise convey to the Depositor, without recourse, subject to
Sections 1.03 and 1.04, all the right, title and interest of the Seller in and
to the Mortgage Loans identified on Schedule A hereto, having an aggregate
principal balance as of the Cut-off Date of approximately $1,965,157,627. Such
conveyance includes, without limitation, the right to all distributions of
principal and interest received on or with respect to the Mortgage Loans on or
after December 1, 2005, other than payments of principal and interest due on or
before such date, and all such payments due after such date but received prior
to such date and intended by the related Mortgagors to be applied after such
date, together with all of the Seller's right, title and interest in and to each
related account and all amounts from time to time credited to and the proceeds
of such account, any REO Property and the proceeds thereof, the Seller's rights
under any Insurance Policies related to the Mortgage Loans, and the Seller's
security interest in any collateral pledged to secure the Mortgage Loans,
including the Mortgaged Properties.

<PAGE>

     Concurrently with the execution hereof, the Depositor tenders the purchase
price of [INTENTIONALLY OMITTED].

     Section 1.02. Delivery of Documents. In connection with such transfer and
assignment of the Mortgage Loans hereunder, the Seller does hereby deliver, or
cause to be delivered, to the Depositor (or its designee) the documents or
instruments with respect to each Mortgage Loan (each a "Mortgage File") so
transferred and assigned; provided, for Mortgage Loans (if any) that have been
prepaid in full after the Cut-off Date and prior to the Closing Date, the
Seller, in lieu of delivering the related Mortgage Files, herewith delivers to
the Depositor an Officer's Certificate which shall include a statement to the
effect that all amounts received in connection with such prepayment that are
required to be deposited in the account maintained by the Servicer for such
purpose have been so deposited.

     Section 1.03. Review of Documentation. The Depositor, by execution and
delivery hereof, acknowledges receipt of the Mortgage Files pertaining to the
Mortgage Loans listed on the Mortgage Loan Schedule, subject to review thereof
by the Trustee for the Mortgage Loans for the Depositor. The Trustee is required
to review, within 60 days following the Closing Date, each applicable Mortgage
File. If in the course of such review the Trustee identifies any material
defect, the Seller shall be obligated to cure such defect or to repurchase the
related Mortgage Loan from the Depositor (or, at the direction of and on behalf
of the Depositor, from the Trust Fund), or to substitute a Replacement Mortgage
Loan therefor, in each case to the same extent and in the same manner as the
Depositor is obligated to the Trustee and the Trust Fund under the Pooling
Agreement.

     Section 1.04. Representations and Warranties of the Seller.

     (a) The Seller hereby represents and warrants to the Depositor as of the
date hereof that:

          (i) The Seller is a Delaware corporation duly organized, validly
     existing and in good standing under the laws governing its creation and
     existence and has full corporate power and authority to own its property,
     to carry on its business as presently conducted, and to enter into and
     perform its obligations under this Agreement;

          (ii) The execution and delivery by the Seller of this Agreement have
     been duly authorized by all necessary corporate action on the part of the
     Seller; neither the execution and delivery of this Agreement, nor the
     consummation of the transactions herein contemplated, nor compliance with
     the provisions hereof, will conflict with or result in a breach of, or
     constitute a default under, any of the provisions of any law, governmental
     rule, regulation, judgment, decree or order binding on the Seller or its
     properties or the federal stock charter or bylaws of the Seller;

          (iii) The execution, delivery and performance by the Seller of this
     Agreement and the consummation of the transactions contemplated hereby do
     not require the consent or approval of, the giving of notice to, the
     registration with, or the taking of any other action in respect of, any
     state, federal or other governmental authority or agency, except such as
     has been obtained, given, effected or taken prior to the date hereof;

          (iv) This Agreement has been duly executed and delivered by the Seller
     and, assuming due authorization, execution and delivery by the Depositor,
     constitutes a valid and binding obligation of the Seller enforceable
     against it in accordance with its terms except as such enforceability may
     be subject to (A) applicable bankruptcy and insolvency laws and other
     similar laws affecting the enforcement of the rights of creditors generally
     and (B) general principles of equity regardless of whether such enforcement
     is considered in a proceeding in equity or at law; and

<PAGE>

          (v) There are no actions, suits or proceedings pending or, to the
     knowledge of the Seller, threatened or likely to be asserted against or
     affecting the Seller, before or by any court, administrative agency,
     arbitrator or governmental body (A) with respect to any of the transactions
     contemplated by this Agreement or (B) with respect to any other matter
     which in the judgment of the Seller will be determined adversely to the
     Seller and will if determined adversely to the Seller materially and
     adversely affect it or its business, assets, operations or condition,
     financial or otherwise, or adversely affect its ability to perform its
     obligations under this Agreement.

     (b) The Seller hereby represents and warrants to the Depositor the
following with respect to the Mortgage Loans as of the Closing Date. Other than
"Seller," "Depositor" and "Originator," capitalized terms used in this Section
1.04(b) shall have the meanings assigned to such terms in the Transfer
Agreement. To the extent that any fact, condition or event with respect to a
Mortgage Loan constitutes a breach of a representation or warranty of Seller
under this Agreement, the only right or remedy of the Depositor shall be the
right to enforce the obligations of the Seller under any applicable
representation or warranty made by it:

          (i) The information set forth with respect to the Mortgage Loans on
     the Mortgage Loan Schedule provides an accurate listing of the Mortgage
     Loans, and the information with respect to each Mortgage Loan on the
     Mortgage Loan Schedule is true and correct in all material respects at the
     date or dates respecting which such information is given;

          (ii) As of the Closing Date, no Mortgage Loan is in foreclosure;

          (iii) As of the Closing Date, the Seller would not, based on
     delinquencies as of such date, institute foreclosure proceeding with
     respect to any Mortgage Loan before the next scheduled payment date on such
     Mortgage Loan;

          (iv) There are no delinquent taxes, ground rents, water charges, sewer
     rents, assessments, insurance premiums, leasehold payments, including
     assessments payable in future installments or other outstanding charges
     affecting the related Mortgaged Property;

          (v) The terms of the Mortgage Note and the Mortgage have not been
     impaired, waived, altered or modified in any respect, except by written
     instruments, recorded in the applicable public recording office if
     necessary to maintain the lien priority of the Mortgage, and which have
     been delivered to the Custodian; the substance of any such waiver,
     alteration or modification has been approved by the insurer under the
     Primary Insurance Policy, if any, and the title insurer, to the extent
     required by the related policy, and is reflected on the Mortgage Loan
     Schedule. No instrument of waiver, alteration or modification has been
     executed, and no Mortgagor has been released, in whole or in part, except
     in connection with an assumption agreement approved by the insurer under
     the Primary Insurance Policy, if any, the title insurer, to the extent
     required by the policy, and which assumption agreement has been delivered
     to the Custodian and the terms of which are reflected in the Mortgage Loan
     Schedule;

          (vi) The Mortgage Note and the Mortgage are not subject to any right
     of rescission, set-off, counterclaim or defense, including the defense of
     usury, nor will the operation of any of the terms of the Mortgage Note and
     the Mortgage, or the exercise of any right thereunder, render the Mortgage
     unenforceable, in whole or in part, or subject to any right of rescission,
     set-off, counterclaim or defense, including the defense of usury and no
     such right of rescission, set-off, counterclaim or defense has been
     asserted with respect thereto;

<PAGE>

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

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

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

          (x) The related Mortgage is properly recorded and is a valid, existing
     and enforceable first lien and first priority security interest on the
     Mortgaged Property, including all improvements on the Mortgaged Property
     subject only to (a) the lien of current real property taxes and assessments
     not yet due and payable, (b) covenants, conditions and restrictions, rights
     of way, easements and other matters of the public record as of the date of
     recording being acceptable to mortgage lending institutions generally and
     specifically referred to in the lender's title insurance policy delivered
     to the Originator of the Mortgage Loan and which do not adversely affect
     the Appraised Value of the Mortgaged Property and (c) other matters to
     which like properties are commonly subject which do not materially
     interfere with the benefits of the security intended to be provided by the
     Mortgage or the use, enjoyment, value or marketability of the related
     Mortgaged Property. Any security agreement, chattel mortgage or equivalent
     document related to and delivered in connection with the Mortgage Loan
     establishes and creates a valid, existing and enforceable first lien and
     first priority security interest on the property described therein and the
     Seller has full right to sell and assign the same to the Depositor. The
     Mortgaged Property was not, as of the date of origination of the Mortgage
     Loan, subject to a mortgage, deed of trust, deed to secure debt or other
     security instrument creating a lien subordinate to the lien of the
     Mortgage;

          (xi) The Mortgage Note and the related Mortgage are genuine and each
     is the legal, valid and binding obligation of the maker thereof,
     enforceable in accordance with its terms;

          (xii) All parties to the Mortgage Note and the Mortgage had legal
     capacity to enter into the Mortgage Loan and to execute and deliver the
     Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have
     been duly and properly executed by such parties. The

<PAGE>

     Mortgagor is a natural person, the identity of such natural person was
     fully verified by the Seller and such Mortgagor is not in violation of any
     laws regarding identity theft;

          (xiii) The proceeds of the Mortgage Loan have been fully disbursed to
     or for the account of the Mortgagor and there is no obligation for the
     Mortgagee to advance additional funds thereunder and any and all
     requirements as to completion of any on-site or off-site improvement and as
     to disbursements of any escrow funds therefor have been complied with. All
     costs, fees and expenses incurred in making or closing the Mortgage Loan
     and the recording of the Mortgage have been paid, and the Mortgagor is not
     entitled to any refund of any amounts paid or due to the Mortgagee pursuant
     to the Mortgage Note or Mortgage;

          (xiv) The Seller is the sole legal, beneficial and equitable owner of
     the Mortgage Note and the Mortgage. The Seller has full right and authority
     under all governmental and regulatory bodies having jurisdiction over such
     Seller, subject to no interest or participation of, or agreement with, any
     party, to transfer and sell the Mortgage Loan to the Depositor pursuant to
     this Agreement free and clear of any encumbrance or right of others,
     equity, lien, pledge, charge, mortgage, claim, participation interest or
     security interest of any nature (collectively, a "Lien"); and immediately
     upon the transfers and assignments herein contemplated, the Seller shall
     have transferred and sold all of its right, title and interest in and to
     each Mortgage Loan and the Depositor will hold good, marketable and
     indefeasible title to, and be the owner of, each Mortgage Loan subject to
     no Lien;

          (xv) All parties which have had any interest in the Mortgage Loan,
     whether as Originator, mortgagee, assignee, pledgee or otherwise, are (or,
     during the period in which they held and disposed of such interest, were):
     (A) organized under the laws of such state, or (B) qualified to do business
     in such state, or (C) federal savings and loan associations or national
     banks having principal offices in such state, or (D) not doing business in
     such state so as to require qualification or licensing, or (E) not
     otherwise required to be licensed in such state. All parties which have had
     any interest in the Mortgage Loan were in compliance with any and all
     applicable "doing business" and licensing requirements of the laws of the
     state wherein the Mortgaged Property is located or were not required to be
     licensed in such state;

          (xvi) The Mortgage Loan is covered by an ALTA lender's title insurance
     policy (which, in the case of an Adjustable Rate Mortgage Loan has an
     adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1)
     acceptable to Fannie Mae and Freddie Mac, issued by a title insurer
     acceptable to Fannie Mae and Freddie Mac and qualified to do business in
     the jurisdiction where the Mortgaged Property is located, insuring (subject
     to the exceptions contained above in clause (x)(a), (b) and (d)) the
     Seller, its successors and assigns as to the first priority lien of the
     Mortgage in the original principal amount of the Mortgage Loan and, with
     respect to any Adjustable Rate Mortgage Loan, against any loss by reason of
     the invalidity or unenforceability of the lien resulting from the
     provisions of the Mortgage providing for adjustment in the Mortgage
     Interest Rate and Monthly Payment. Additionally, such lender's title
     insurance policy affirmatively insures ingress and egress to and from the
     Mortgaged Property, and against encroachments by or upon the Mortgaged
     Property or any interest therein. The Seller is the sole insured of such
     lender's title insurance policy, and such lender's title insurance policy
     is in full force and effect and will be in full force and effect upon the
     consummation of the transactions contemplated by this Agreement. No claims
     have been made under such lender's title insurance policy, and no prior
     holder of the related Mortgage, including the Seller, has done, by act or
     omission, anything which would impair the coverage of such lender's title
     insurance policy;

<PAGE>

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

          (xviii) There are no mechanics' or similar liens or claims which have
     been filed for work, labor or material (and no rights are outstanding that
     under law could give rise to such lien) affecting the related Mortgaged
     Property which are or may be liens prior to, or equal or coordinate with,
     the lien of the related Mortgage;

          (xix) All improvements which were considered in determining the
     Appraised Value of the related Mortgaged Property lay wholly within the
     boundaries and building restriction lines of the Mortgaged Property, and no
     improvements on adjoining properties encroach upon the Mortgaged Property;

          (xx) At the time the Mortgage Loan was originated, the Originator was
     a (i) mortgagee approved by the Secretary of Housing and Urban Development
     pursuant to Sections 203 and 211 of the National Housing Act or a savings
     and loan association, a savings bank, a commercial bank or similar banking
     institution which is supervised and examined by a Federal or State
     authority, or (ii) a mortgage banker or broker licensed or authorized to do
     business in the jurisdiction in which the related Mortgaged Property is
     located, applying the same standards and procedures used by the Seller in
     originating Mortgage Loans directly. The Seller determined that the
     Mortgage Loans were originated in compliance with such standards prior to
     purchasing the Mortgage Loans;

          (xxi) Principal payments on the Mortgage Loan shall commence (with
     respect to any newly originated Mortgage Loans) or commenced no more than
     sixty (60) days after the proceeds of the Mortgage Loan were disbursed. The
     Mortgage Loan bears interest at the Mortgage Interest Rate. With respect to
     each Mortgage Loan, the Mortgage Note is payable on the first day of each
     month in Monthly Payments, which, (A) in the case of a Fixed Rate Mortgage
     Loan, are sufficient to fully amortize the original principal balance over
     the original term thereof and to pay interest at the related Mortgage
     Interest Rate, (B) in the case of an Adjustable Rate Mortgage Loan, are
     changed on each Adjustment Date, and in any case, are sufficient to fully
     amortize the original principal balance over the original term thereof and
     to pay interest at the related Mortgage Interest Rate and (C) in the case
     of a Balloon Loan, are based on a twenty (20) or thirty (30) year
     amortization schedule, as set forth in the related Mortgage Note, and a
     final Monthly Payment substantially greater than the preceding Monthly
     Payment which is sufficient to amortize the remaining principal balance of
     the Balloon Loan and to pay interest at the related Mortgage Interest Rate.
     The Index for each Adjustable Rate Mortgage Loan is as defined in the
     Mortgage Loan Schedule. The Mortgage Note does not permit negative
     amortization. No Mortgage Loan is a Convertible Mortgage Loan;

          (xxii) The origination and collection practices used by the Originator
     with respect to each Mortgage Note and Mortgage have been in all respects
     legal, proper, prudent and customary in the mortgage origination and
     servicing industry. The Mortgage Loan has been serviced by the Servicer and
     any predecessor servicer in accordance with the terms of the Mortgage Note.
     With respect to any Mortgage Loan which provides for an adjustable interest
     rate, all rate adjustments have been performed in accordance with the terms
     of the related Mortgage Note or subsequent modifications, if any. With
     respect to escrow deposits and Escrow Payments, if any, all such payments
     are in the possession of, or under the control of, the Seller or the
     Servicer and there exist no deficiencies in connection therewith for which
     customary arrangements for repayment

<PAGE>

     thereof have not been made. No escrow deposits or Escrow Payments or other
     charges or payments due the Seller or the Servicer have been capitalized
     under any Mortgage or the related Mortgage Note and no such escrow deposits
     or Escrow Payments are being held by the Seller or the Servicer for any
     work on a Mortgaged Property which has not been completed;

          (xxiii) The Mortgaged Property is free of damage and waste and there
     is no proceeding pending or threatened for the total or partial
     condemnation thereof nor is such a proceeding currently occurring;

          (xxiv) The Mortgage and related Mortgage Note contain customary and
     enforceable provisions such as to render the rights and remedies of the
     holder thereof adequate for the realization against the Mortgaged Property
     of the benefits of the security provided thereby, including, (a) in the
     case of a Mortgage designated as a deed of trust, by trustee's sale, and
     (b) otherwise by judicial foreclosure. The Mortgaged Property has not been
     subject to any bankruptcy proceeding (or with respect to each Mortgage Loan
     for which the proceeds were used to pay off a bankruptcy of the Mortgagor,
     the related Mortgaged Property is not subject to any bankruptcy proceeding)
     or foreclosure proceeding, nor are any such proceedings pending and the
     Mortgagor has not filed for protection under applicable bankruptcy laws.
     There is no homestead or other exemption available to the Mortgagor which
     would interfere with the right to sell the Mortgaged Property at a
     trustee's sale or the right to foreclose the Mortgage. The Mortgagor has
     not notified the Seller and the Seller has no knowledge of any relief
     requested or allowed to the Mortgagor under the Servicemembers Civil Relief
     Act;

          (xxv) The Mortgage Loan was underwritten in accordance with the
     underwriting standards of the Originator in effect at the time the Mortgage
     Loan was originated; and the Mortgage Note and Mortgage are on forms
     acceptable to Fannie Mae or Freddie Mac;

          (xxvi) The Mortgage Note is not and has not been secured by any
     collateral except the lien of the corresponding Mortgage on the Mortgaged
     Property and the security interest of any applicable security agreement or
     chattel mortgage referred to in (x) above;

          (xxvii) The Mortgage File contains an appraisal of the related
     Mortgaged Property which satisfied the standards of Fannie Mae and Freddie
     Mac and was made and signed, prior to the approval of the Mortgage Loan
     application, by a qualified appraiser, duly appointed by the Originator,
     who had no interest, direct or indirect in the Mortgaged Property or in any
     loan made on the security thereof, whose compensation is not affected by
     the approval or disapproval of the Mortgage Loan and who met the minimum
     qualifications of Fannie Mae and Freddie Mac (or contains an automated
     (statistical) appraisal in conjunction with Fannie Mae Form 2055 or Fannie
     Mae Form 2075 appraisals pursuant to the Originator's underwriting
     guidelines in the case of Mortgage Loans in the "Express Valuing Program"
     of the Originator). Each appraisal of the Mortgage Loan was made in
     accordance with the relevant provisions of the Financial Institutions
     Reform, Recovery, and Enforcement Act of 1989;

          (xxviii) In the event the Mortgage constitutes a deed of trust, a
     trustee, duly qualified under applicable law to serve as such, has been
     properly designated and currently so serves and is named in the Mortgage,
     and no fees or expenses are or will become payable by the Depositor to the
     trustee under the deed of trust, except in connection with a trustee's sale
     after default by the Mortgagor;

          (xxix) No Mortgage Loan contains provisions pursuant to which Monthly
     Payments are (a) paid or partially paid with funds deposited in any
     separate account established by the

<PAGE>

     Originator, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
     by any source other than the Mortgagor or (c) contains any other similar
     provisions which may constitute a "buydown" provision. The Mortgage Loan is
     not a graduated payment mortgage loan and the Mortgage Loan does not have a
     shared appreciation or other contingent interest feature (with the
     exception of the Originator's "Dividend Loan Program");

          (xxx) The Mortgagor has received all disclosure materials required by
     applicable law with respect to the making of fixed rate mortgage loans in
     the case of Fixed Rate Mortgage Loans, and adjustable rate mortgage loans
     in the case of Adjustable Rate Mortgage Loans and rescission materials with
     respect to Refinanced Mortgage Loans;

          (xxxi) No Mortgage Loan was made in connection with (a) the
     construction or rehabilitation of a Mortgaged Property or (b) facilitating
     the trade-in or exchange of a Mortgaged Property;

          (xxxii) The Seller has no knowledge of any circumstances or condition
     with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the
     Mortgagor's credit standing that can reasonably be expected to cause the
     Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to
     become delinquent, or adversely affect the value of the Mortgage Loan;

          (xxxiii) Each Mortgage Loan subject to a Primary Insurance Policy is
     identified on the Mortgage Loan Schedule. Each such Primary Insurance
     Policy is issued by a Qualified Insurer, which insures that portion of the
     Mortgage Loan in excess of the portion of the Appraised Value of the
     Mortgaged Property required by Fannie Mae. All provisions of such Primary
     Insurance Policy have been and are being complied with, such policy is in
     full force and effect, and all premiums due thereunder have been paid. Any
     Mortgage subject to any such Primary Insurance Policy obligates the
     Mortgagor thereunder to maintain such insurance and to pay all premiums and
     charges in connection therewith. The Mortgage Interest Rate for the
     Mortgage Loan does not include any such insurance premium;

          (xxxiv) The Mortgaged Property is lawfully occupied under applicable
     law; all inspections, licenses and certificates required to be made or
     issued with respect to all occupied portions of the Mortgaged Property and,
     with respect to the use and occupancy of the same, including but not
     limited to certificates of occupancy and fire underwriting certificates,
     have been made or obtained from the appropriate authorities. No improvement
     located on or being part of any Mortgaged Property is in violation of any
     applicable zoning law or regulation. To the best of the Seller's knowledge
     and with respect to each Mortgage Loan that is covered by a Primary
     Insurance Policy, the improvement(s) located on or being part of the
     related Mortgaged Property were constructed in accordance with the
     specifications set forth in the original construction plans;

          (xxxv) No error, omission of material fact, misrepresentation,
     negligence, fraud or similar occurrence with respect to a Mortgage Loan has
     taken place on the part of any person, including without limitation the
     Mortgagor, any appraiser, any builder or developer, or any other party
     involved in the origination of the Mortgage Loan or in the application of
     any insurance in relation to such Mortgage Loan. If a mortgage insurer
     fails to pay a claim submitted with respect to the related Mortgage Loan as
     a result of the mortgage insurer successfully asserting a defense based on
     fraud, then such failure to pay shall (i) constitute a breach of this
     representation which materially and adversely affects the interests of the
     owner of the Mortgage Loan and (ii) allow the Depositor to enforce the
     remedies set forth in Subsection 7.03 of the Transfer Agreement;

<PAGE>

          (xxxvi) Each original Mortgage was recorded and all subsequent
     assignments of the original Mortgage (other than the assignment from the
     Originator to the Seller and the assignment from the Seller to the
     Depositor hereunder) have been recorded, or are in the process of being
     recorded, in the appropriate jurisdictions wherein such recordation is
     necessary to perfect the lien thereof as against creditors of the Seller.
     The Assignment of Mortgage is in recordable form and is acceptable for
     recording under the laws of the jurisdiction in which the Mortgaged
     Property is located;

          (xxxvii) Any principal advances made to the Mortgagor prior to the
     date the Seller purchased the Mortgage Loans have been consolidated with
     the outstanding principal amount secured by the Mortgage, and the secured
     principal amount, as consolidated, bears a single interest rate and single
     repayment term. The lien of the Mortgage securing the consolidated
     principal amount is expressly insured as having first lien priority by a
     title insurance policy, an endorsement to the policy insuring the
     mortgagee's consolidated interest or by other title evidence acceptable to
     Fannie Mae and Freddie Mac. The consolidated principal amount does not
     exceed the original principal amount of the Mortgage Loan;

          (xxxviii) If the Residential Dwelling on the Mortgaged Property is a
     condominium unit or a unit in a planned unit development (other than a de
     minimis planned unit development) such condominium or planned unit
     development project meets the eligibility requirements of the Originator.
     With respect to Mortgage Loans that are secured by a leasehold estate, (A)
     the lease is valid, in full force and effect, and conforms to all of Fannie
     Mae's requirements for leasehold estates; (B) all rents and other payments
     due under the lease have been paid; (C) the lessee is not in default under
     any provision of the lease; (D) the term of the lease exceeds the maturity
     date of the related Mortgage Loan by at least five (5) years; and (E) the
     terms of the lease provide a Mortgagee with an opportunity to cure any
     defaults;

          (xxxix) Each Mortgage Loan originated in the state of Texas pursuant
     to Article XVI, Section 50(a)(6) of the Texas Constitution (a "Texas
     Refinance Loan") has been originated in compliance with the provisions of
     Article XVI, Section 50(a)(6) of the Texas Constitution, Texas Civil
     Statutes and the Texas Finance Code. With respect to each Texas Refinance
     Loan that is a Cash-Out Refinancing, the related Mortgage Loan Documents
     state that the Mortgagor may prepay such Texas Refinance Loan in whole or
     in part without incurring a Prepayment Charge. The Originator does not
     collect any such Prepayment Charges in connection with any such Texas
     Refinance Loan;

          (xl) The source of the down payment with respect to each Mortgage Loan
     has been fully verified by the Originator;

          (xli) Interest on each Mortgage Loan is calculated on the basis of a
     360-day year consisting of twelve 30-day months;

          (xlii) The Mortgaged Property is in material compliance with all
     applicable environmental laws pertaining to environmental hazards
     including, without limitation, asbestos, and neither the Seller nor, to the
     Seller's knowledge, the related Mortgagor, has received any notice of any
     violation or potential violation of such law;

          (xliii) The Originator shall, at its own expense, cause each Mortgage
     Loan to be covered by a "life of loan" Tax Service Contract which is
     assignable to the Depositor or its designee at no cost to the Depositor or
     its designee; provided however, that if the Originator fails to purchase
     such Tax Service Contract, the Originator shall be required to reimburse
     the

<PAGE>

     Depositor or its designee for all costs and expenses incurred by the
     Depositor in connection with the purchase of any such Tax Service Contract;

          (xliv) Each Mortgage Loan is covered by a "life of loan" Flood Zone
     Service Contract which is assignable to the Depositor or its designee at no
     cost to the Depositor or its designee or, for each Mortgage Loan not
     covered by such Flood Zone Service Contract, the Seller agrees to purchase
     such Flood Zone Service Contract;

          (xlv) None of the Adjustable Rate Mortgage Loans include an option to
     convert to a Fixed Rate Mortgage Loan;

          (xlvi) No selection procedures were used by the Originator that
     identified the Mortgage Loans as being less desirable or valuable than
     other comparable mortgage loans being offered for sale by the Originator;

          (xlvii) As of the Closing Date, each Mortgage Loan is a "qualified
     mortgage" within the meaning of Section 860G of the Code (as determined
     without regard to Treas. Reg. Section 1.860G-2(a)(3) or any similar rule
     that treats a defective obligation as a qualified mortgage for a temporary
     period);

          (xlviii) No Mortgage Loan shall (a) be subject to Section 226.32 of
     Regulation Z or any similar state or local law (relating to high interest
     rate credit/lending transactions), (b) include any single premium credit
     life or accident and health insurance or disability insurance, or (c)
     contain any term or condition, or involves any loan origination practice,
     that has been defined as "predatory," "covered," or "threshold" under
     applicable federal, state or local law, or which has been expressly
     categorized as an "unfair" or "deceptive" term, condition, or practice in
     any applicable federal, state or local law dealing with "predatory" or
     "high cost" mortgage lending;

          (xlix) The Mortgage Loan Documents with respect to each Mortgage Loan
     subject to Prepayment Charges specifically authorizes such Prepayment
     Charges to be collected and such Prepayment Charges are permissible and
     enforceable in accordance with the terms of the related Mortgage Loan
     Documents and applicable law;

          (l) No Mortgage Loan had an CLTV in excess of 100% at origination;

          (li) No Mortgage Loan had an original term to maturity of more than
     thirty (30) years;

          (lii) Each Mortgage contains a provision for the acceleration of the
     payment of the unpaid principal balance of the related Mortgage Loan in the
     event the related Mortgaged Property is sold without the prior consent of
     the mortgagee thereunder;

          (liii) Each Mortgage Note is comprised of one original promissory note
     and each such promissory note constitutes an "instrument" for purposes of
     section 9-102(a)(65) of the UCC;

          (liv) No predatory or deceptive lending practices, including but not
     limited to, the extension of credit to the Mortgagor without regard for the
     Mortgagor's ability to repay the Mortgage Loan and the extension of credit
     to the Mortgagor which has no apparent benefit to the Mortgagor, were
     employed by the Originator of the Mortgage Loan in connection with the
     origination of the Mortgage Loan. No Mortgagor was required to purchase
     single premium credit

<PAGE>

     life insurance, disability insurance or similar insurance in connection
     with the origination of the Mortgage Loan;

          (lv) The Seller and its agents have at all times complied with all
     applicable federal, state and local anti-money laundering laws, orders and
     regulations, including without limitation the USA PATRIOT Act of 2001
     (collectively, the "Anti-Money Laundering Laws"), in respect of the
     origination and servicing of each Mortgage Loan; the Seller has established
     an anti-money laundering compliance program as required by the Anti-Money
     Laundering Laws, has conducted the requisite due diligence in connection
     with the origination and servicing of each Mortgage Loan for purposes of
     the Anti-Money Laundering Laws, including with respect to the legitimacy of
     the applicable Mortgagor and the origin of the assets used by the said
     Mortgagor to purchase the property in question, and maintains, and will
     maintain, sufficient information to identify the applicable Mortgagor for
     purposes of the Anti-Money Laundering Laws; no Mortgage Loan is subject to
     nullification pursuant to Executive Order 13224 (the "Executive Order") or
     the regulations promulgated by the Office of Foreign Assets Control of the
     United States Department of the Treasury ("OFAC Regulations") or in
     violation of the Executive Order or the OFAC Regulations, and no Mortgagor
     is subject to the provisions of such Executive Order or the OFAC
     Regulations nor listed as a "blocked person" for purposes of the OFAC
     Regulations;

          (lvi) Each Mortgage Loan is in compliance with the anti-predatory
     lending eligibility for purchase requirements of Fannie Mae's Selling Guide
     (this representation and warranty shall be construed only to mean that none
     of the representations and warranties specified in clauses (lvii) through
     (lxiii) below have been breached);

          (lvii) No Mortgagor was encouraged or required to select a Mortgage
     Loan product offered by the Mortgage Loan's Originator which is a higher
     cost product designed for less creditworthy Mortgagors, unless at the time
     of the Mortgage Loan's origination, such Mortgagor did not qualify taking
     into account credit history and debt-to-income ratios for a lower-cost
     credit product then offered by the Mortgage Loan's Originator or any
     affiliate of the Mortgage Loan's Originator. If, at the time of loan
     application, the Mortgagor may have qualified for a for a lower-cost credit
     product then offered by any mortgage lending affiliate of the Mortgage
     Loan's Originator, the Mortgage Loan's Originator referred the Mortgagor's
     application to such affiliate for underwriting consideration (for purposes
     of this representation and warranty, the list of National City entities
     provided to the Seller by the Originator shall be deemed not to be an
     affiliate of the Mortgage Loan's Originator);

          (lviii) The methodology used in underwriting the extension of credit
     for each Mortgage Loan employs objective mathematical principles which
     relate the Mortgagor's income, assets and liabilities to the proposed
     payment and such underwriting methodology does not rely on the extent of
     the Mortgagor's equity in the collateral as the principal determining
     factor in approving such credit extension (other than No Documentation
     Mortgage Loans). Such underwriting methodology confirmed that at the time
     of origination (application/approval) the Mortgagor had a reasonable
     ability to make timely payments on the Mortgage Loan;

          (lix) With respect to any Mortgage Loan that contains a provision
     permitting imposition of a premium upon a prepayment prior to maturity: (i)
     prior to the loan's origination, the Mortgagor agreed to such premium in
     exchange for a monetary benefit, including but not limited to a rate or fee
     reduction, (ii) prior to the loan's origination, the Mortgagor was offered
     the option of obtaining a mortgage loan that did not require payment of
     such a premium, provided, however, that such offer may have been evidenced
     by Originator's rate sheet/pricing grid relating to such Mortgage Loan,
     which provided that the Mortgage Loan had a full

<PAGE>

     prepayment premium buy-out pricing adjustment available, and (iii) the
     prepayment premium is disclosed to the Mortgagor in the loan documents
     pursuant to applicable state and federal law;

          (lx) No Mortgagor was required to purchase any credit life,
     disability, accident or health insurance product as a condition of
     obtaining the extension of credit. No Mortgagor obtained a prepaid single
     premium credit life, disability, accident or health insurance policy in
     connection with the origination of the Mortgage Loan. No proceeds from any
     Mortgage Loan were used to purchase single premium credit insurance
     policies as part of the origination of, or as a condition to closing, such
     Mortgage Loan;

          (lxi) All points and fees related to each Mortgage Loan were disclosed
     in writing to the Mortgagor in accordance with applicable state and federal
     law and regulation. Except with respect to those Mortgage Loans originated
     by correspondents which are listed on Schedule LXIV to the Transfer
     Agreement, all points and fees related to each Mortgage Loan other than (i)
     points and fees collected outside of closing between the Mortgagor and the
     mortgage broker and (ii) title company fees are listed on the Mortgage Loan
     Schedule and are complete, true and correct. All information concerning
     points and fees on such Mortgage Loan Schedule was gathered from the
     Seller's loan origination computer systems;

          (lxii) All fees and charges (including finance charges) and whether or
     not financed, assessed, collected or to be collected in connection with the
     origination and servicing of each Mortgage Loan has been disclosed in
     writing to the Mortgagor in accordance with applicable state and federal
     law and regulation;

          (lxiii) The Servicer will transmit full-file credit reporting data for
     each Mortgage Loan and that for each Mortgage Loan, the Servicer agrees it
     shall report one of the following statuses each month as follows: new
     origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or
     charged-off; In the case of correspondent originated loans, the reporting
     cycle will not commence until sixty (60) days from the transfer of
     servicing from the correspondent Originator;

          (lxiv) No Mortgage Loan is covered by the Home Ownership and Equity
     Protection Act of 1994 ("HOEPA"), no Mortgage Loan is subject to the
     requirements of HOEPA and no Mortgage Loan is in violation of any
     comparable state or local law. Any breach of this representation shall be
     deemed to materially and adversely affect the interests of the owner of the
     Mortgage Loan and shall require a repurchase of the affected Mortgage
     Loans;

          (lxv) No Mortgage Loan was originated on or after October 1, 2002 and
     prior to March 7, 2003, which is secured by property located in the State
     of Georgia. No Mortgage Loan was originated on or after March 7, 2003 which
     is a "high cost home loan" as defined under the Georgia Fair Lending Act.
     Any breach of this representation shall be deemed to materially and
     adversely affect the interests of the owner of the Mortgage Loan and shall
     require a repurchase of the affected Mortgage Loan;

          (lxvi) No Mortgage Loan (a) is secured by property located in the
     State of New York, (b) had an original principal balance of $300,000 or
     less, and (c) has an application date on or after April 1, 2003, the terms
     of which Mortgage Loan equal or exceed either the APR or points and fees
     threshold for "high-cost home loans," as defined in Section 6-L of the New
     York State Banking Law. Any breach of this representation shall be deemed
     to materially and adversely affect the interests of the owner of the
     Mortgage Loan and shall require a repurchase of the affected Mortgage
     Loans;

<PAGE>

          (lxvii) No proceeds from any Mortgage Loan were used to finance
     single-premium credit insurance policies. Any breach of this representation
     shall be deemed to materially and adversely affect the interests of the
     owner of the Mortgage Loan and shall require a repurchase of the affected
     Mortgage Loans;

          (lxviii) No Mortgage Loan originated prior to October 1, 2002 has a
     Prepayment Charge longer than five years after its origination; and no
     Mortgage Loan originated on or after October 1, 2002 has a Prepayment
     Charge longer than three years after its origination. Any breach of this
     representation shall be deemed to materially and adversely affect the
     interests of the owner of the Mortgage Loan and shall require a repurchase
     of the affected Mortgage Loans;

          (lxix) The Servicer and any predecessor servicer has fully furnished
     and will fully furnish, in accordance with the Fair Credit Reporting Act
     and its implementing regulations, accurate and complete information (e.g.,
     favorable and unfavorable) on its Mortgagor credit files to Equifax,
     Experian and Trans Union Credit Information Company, on a monthly basis.
     Any breach of this representation shall be deemed to materially and
     adversely affect the interests of the owner of the Mortgage Loan and shall
     require a repurchase of the affected Mortgage Loans;

          (lxx) Each Mortgage Loan at the time it was made complied in all
     material respects with applicable local, state and federal laws, including,
     but not limited to, all applicable predatory or abusive lending laws;

          (lxxi) No Mortgaged Property related to a Mortgage Loan has less than
     700 square feet (or 650 square feet with respect to condominiums) if the
     loan-to-value ratio is greater than 90%;

          (lxxii) No Mortgaged Property related to a Mortgage Loan was listed
     for sale at the time of origination. To the best of the Seller's knowledge,
     no Mortgaged Property related to a Mortgage Loan was listed for sale as of
     the Cut-off Date; and

          (lxxiii) No Mortgage Loan is classified as a high cost mortgage loan
     under HOEPA, and no Mortgage Loan is a "high cost home," "covered"
     (excluding home loans defined as "covered home loans" pursuant to clause
     (1) of the definition of that term in the New Jersey Home Ownership
     Security Act of 2002), "high risk home" or "predatory" loan under any
     applicable state, federal or local law (or a similarly classified loan
     using different terminology under a law imposing heightened regulatory
     scrutiny or additional legal liability for residential mortgage loans
     having high interest rates, points and/or fees). Any breach of this
     representation shall be deemed to materially and adversely affect the
     interests of the owner of the Mortgage Loan and shall require a repurchase
     of the affected Mortgage Loan;

          (lxxiv) No Mortgage Loan is a "home loan" as defined by Nevada Revised
     Statute Section 598D.040;

          (lxxv) No Mortgage Loan is a "high-rate, high-fee mortgage" as defined
     by Maine Revised Statute, Title 9-A, Section 8-103;

          (lxxvi) No Mortgage Loan is a "High-Cost Home Loan" as defined in the
     New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A.
     46:10B-22 et seq.);

          (lxxvii) No Mortgage Loan is a "High-Cost Home Loan" as defined in the
     New Mexico Home Loan Protection Act effective January 1, 2004 (N.M. Stat.
     Ann. Sections 58-21A-1 et seq.);

<PAGE>

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

          (lxxix) With respect to each Mortgage Loan, the related lien does not
     permit negative amortization;

          (lxxx) [Reserved];

          (lxxxi) No Mortgage Loan is a "High-Cost Home Loan" as defined in New
     York Banking Law 6-1;

          (lxxxii) No Mortgage Loan is a "High-Cost Home Loan" as defined in the
     Arkansas Home Loan Protection Act effective July 16, 2003 (Act 1340 of
     2003);

          (lxxxiii) No Mortgage Loan is a "High-Cost Home Loan" as defined in
     the Kentucky high-cost home loan statute effective June 24, 2003 (Ky. Rev.
     Stat. Section 360.100);

          (lxxxiv) No Mortgage Loan is a "High-Cost Home Loan" as defined in the
     New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A.
     46:10B-22 et seq.);

          (lxxxv) No Mortgage Loan is a "High-Cost Home Loan" as defined in the
     New Mexico Home Loan Protection Act effective January 1, 2004 (N.M. Stat.
     Ann. Sections 58-21A-1 et seq.);

          (lxxxvi) No Mortgage Loan is a "High-Risk Home Loan" as defined in the
     Illinois High-Risk Home Loan Act effective January 1, 2004 (815 Ill. Comp.
     Stat. 137/1 et seq.);

          (lxxxvii) No Mortgage Loan is a "high cost," "covered" (excluding home
     loans defined as "covered home loans" pursuant to clause (1) of the
     definition of that term in the New Jersey Home Ownership Security Act of
     2002) or other similarly designated loan as defined under any state, local
     or federal law, which law contains provisions that may result in liability
     to the purchaser or assignee of such Mortgage Loan;

          (lxxxviii) With respect to each Mortgage Loan, a full appraisal (URAR
     Form 1004) was obtained;

          (lxxxix) An automated valuation model was not used in the appraisal
     process of any Mortgage Loan;

          (xc) With respect to each Mortgage Loan, the FICO score provided is
     not a NextGen FICO score;

          (xci) No Mortgage Loan is a Buydown Mortgage Loan;

          (xcii) No Mortgage Loan requires the borrower to submit to arbitration
     to resolve any dispute arising out of or relating in any way to the
     mortgage loan transaction. Any breach of this representation shall be
     deemed to materially and adversely affect the interests of the owner of the
     Mortgage Loan and shall require a repurchase of the affected Mortgage Loan;

<PAGE>

          (xciii) None of the Mortgage Loans that are secured by a property
     located in the State of Illinois are in violation of the provisions of the
     Illinois Interest Act; and

          (xciv) None of the Mortgage Loans are "high cost" loans as defined by
     the applicable federal, state or local predatory and abusive lending laws
     nor is any Mortgage Loan a "High Cost Loan" or "Covered Loan," as
     applicable (as such terms are defined in the current Standard & Poor's
     LEVELS(R) Glossary version 5.6b) and no Mortgage Loan originated on or
     after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair
     Lending Act of 2002, as amended.

     It is understood and agreed that the representations and warranties set
forth in Section 1.04(b) herein shall survive delivery of the Mortgage Files and
the Assignment of Mortgage of each Mortgage Loan to the Depositor. Upon
discovery by either the Seller or the Depositor of a breach of any of the
foregoing representations and warranties that adversely and materially affects
the value of the related Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other party. Within 90 days of the discovery
of any such breach, the Seller shall either (a) cure such breach in all material
respects, (b) repurchase such Mortgage Loan or any property acquired in respect
thereof from the Depositor at the applicable Purchase Price or (c) within the
two year period following the Closing Date, substitute a Replacement Mortgage
Loan for the affected Mortgage Loan. The Seller indemnifies and holds the Trust
Fund, the Trustee, the Depositor, the Servicer, the Master Servicer, the
Securities Administrator 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 Servicer, the Master Servicer, the
Securities Administrator 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 of the Pooling Agreement
and this 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 in the
Pooling Agreement, including without limitation, any federal tax imposed on
"prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860(d)(1) of the Code, or
(ii) any REMIC created in the Pooling Agreement to fail to qualify as a REMIC at
any time that any Certificate is outstanding.

     Section 1.05. Grant Clause. It is intended that the conveyance of the
Seller's right, title and interest in and to Mortgage Loans and other property
conveyed pursuant to this Agreement shall constitute, and shall be construed as,
a sale of such property and not a grant of a security interest to secure a loan.
However, if such conveyance is deemed to be in respect of a loan, it is intended
that: (1) the rights and obligations of the parties shall be established
pursuant to the terms of this Agreement; (2) the Seller hereby grants to the
Depositor a first priority security interest in all of the Seller's right, title
and interest in, to and under, whether now owned or hereafter acquired, such
Mortgage Loans and other property; and (3) this Agreement shall constitute a
security agreement under applicable law.

     Section 1.06. Assignment by Depositor. The Depositor shall have the right,
upon notice to but without the consent of the Seller, to assign, in whole or in
part, its interest under this Agreement with respect to the Mortgage Loans to
the Trustee, and the Trustee then shall succeed to all rights of the Depositor
under this Agreement. All references to the Depositor in this Agreement shall be
deemed to include its assignee or designee, specifically including the Trustee.

                                   ARTICLE II

                            MISCELLANEOUS PROVISIONS

<PAGE>

     Section 2.01. Binding Nature of Agreement; Assignment. This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

     Section 2.02. Entire Agreement. This Agreement contains the entire
agreement and understanding among the parties hereto with respect to the subject
matter hereof, and supersedes all prior and contemporaneous agreements,
understandings, inducements and conditions, express or implied, oral or written,
of any nature whatsoever with respect to the subject matter hereof. The express
terms hereof control and supersede any course of performance and/or usage of the
trade inconsistent with any of the terms hereof.

     Section 2.03. Amendment. This Agreement may be amended from time to time by
the Seller and the Depositor, without notice to or the consent of any of the
Holders, (i) to cure any ambiguity or correct any mistake, (ii) to cause the
provisions herein to conform to or be consistent with or in furtherance of the
statements made with respect to the Certificates, the Trust Fund, the Pooling
Agreement or this Agreement in any Offering Document; or to correct or
supplement any provision herein which may be inconsistent with any other
provisions herein, (iii) to make 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 to the extent necessary or desirable
to comply with any requirements imposed by the Code and the REMIC Provisions. No
such amendment effected pursuant to clause (iii) of the preceding sentence shall
adversely affect in any material respect the interests of any Holder. Any such
amendment shall be deemed not to adversely affect in any material respect any
Holder, if the Trustee receives written confirmation from each Rating Agency
that such amendment will not cause such Rating Agency to reduce the then current
rating assigned to the Certificates (and any Opinion of Counsel requested by the
Trustee in connection with any such amendment may rely expressly on such
confirmation as the basis therefor).

     (a) This Agreement may also be amended from time to time by the Seller and
the Depositor with the consent of the Holders of not less than 66-2/3% of the
Certificate Principal Balance (or Percentage Interest) of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders; provided, however, that no
such amendment may (i) reduce in any manner the amount of, or delay the timing
of, payments received on Mortgage Loans which are required to be distributed on
any Certificate without the consent of the Holder of such Certificate or (ii)
reduce the aforesaid percentages of Certificate Principal Balance (or Percentage
Interest) of Certificates of each Class, the Holders of which are required to
consent to any such amendment without the consent of the Holders of 100% of the
Certificate Principal Balance (or Percentage Interest) of each Class of
Certificates affected thereby. For purposes of this paragraph, references to
"Holder" or "Holders" shall be deemed to include, in the case of any Class of
Book-Entry Certificates, the related Certificate Owners.

     (b) It shall not be necessary for the consent of Holders under this Section
2.03 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 Holders shall be subject to such reasonable regulations as the
Trustee may prescribe.

     Section 2.04. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

     Section 2.05. 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.

     Section 2.06. Indulgences; No Waivers. Neither the failure nor any delay on
the part of a party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.

     Section 2.07. Headings Not to Affect Interpretation. The headings contained
in this Agreement are for convenience of reference only, and they shall not be
used in the interpretation hereof.

     Section 2.08. Benefits of Agreement. Nothing in this Agreement, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder, any benefit or any legal or equitable right, power,
remedy or claim under this Agreement.

     Section 2.09. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one and the same instrument.

<PAGE>

     IN WITNESS WHEREOF, the Seller and the Depositor have caused their names to
be signed hereto by their respective duly authorized officers as of the date
first above written.

                                       MERRILL LYNCH MORTGAGE LENDING, INC.


                                       By:
                                           -------------------------------------
                                       Name:
                                             -----------------------------------
                                       Title:
                                              ----------------------------------


                                       MERRILL LYNCH MORTGAGE INVESTORS, INC.


                                       By:
                                           -------------------------------------
                                       Name:
                                             -----------------------------------
                                       Title:
                                              ----------------------------------

<PAGE>

                                   SCHEDULE A

                             MORTGAGE LOAN SCHEDULE

                             [INTENTIONALLY OMITTED]