UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-K

[X]      Annual  report  pursuant  to  Section  13 or  15(d)  of the Securities
         Exchange   Act  of  1934  for the  fiscal year ended December 31, 2004

[  ]     Transition report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 for the transition period from   to


                        Commission File Number 333-112231-12


                     MERRILL LYNCH MORTGAGE INVESTORS, INC
             (Exact name of registrant as specified in its charter)

         Delaware                                            13-3416059
(State or other jurisdiction of                           I.R.S. Employer
incorporation or organization)                            Identification No.)

250 Vesey Street
4 World Financial Center 28th Floor
New York, New York                                              10080
(Address of Principal Executive Offices)                      (Zip Code)

       Registrant's telephone number, including area code : (212) 449-0357

                               Terwin Mortgage Trust
               Asset-Backed Certificates, Series TMTS 2004-5HE
            (Title of each class of securities covered by this Form)

        Securities registered pursuant to Section 12(b) of the Act: None
        Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes  No [X]

Documents incorporated by reference:  None



<PAGE>


PART I

Item 1.  Business.

         Not Applicable.

Item 2.  Properties.

         Not Applicable.

Item 3.  Legal Proceedings.

     The Registrant is not aware of any material legal  proceeding  with respect
to, the Company, the Servicers,  or the Trustee, in each case if applicable,  as
related to the Trust.

Item 4.  Submission of Matters to a Vote of Security Holders.

     No matter was  submitted  to a vote or  consent  of Holders of the  Offered
Certificates during the fiscal year covered by this report.

PART II

Item 5. Market for Registrant's Common Equity,  Related Stockholder Matters
        and Issuer Purchases of Equity Securities.

     The Trust does not issue stock. There is currently no established secondary
market for the  Certificates.  As of December 31, 2004, the number of holders of
each Class of Offered Certificates was 30.

Item 6.  Selected Financial Data.

         Not Applicable.

Item 7.  Management's Discussion and Analysis of Financial condition and
         Results of Operation.

         Not Applicable.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

         Not Applicable.

Item 8.  Financial Statements and Supplementary Data.

         Not Applicable.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

     There was no change of accountants or disagreement  with accountants on any
matter of accounting principles or practices or financial disclosure.

Item 9A. Controls and Procedures.

         Not Applicable.

Item 9B. Other Information.

         Not Applicable.

                                      -2-

<PAGE>

PART III

Item 10. Directors and Executive Officers of the Registrant.

         Not Applicable.

Item 11. Executive Compensation.

         Not Applicable.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

         Not Applicable.

Item 13. Certain Relationships and Related Transactions.

        No reportable transactions have occurred.

Item 14. Principal Accounting Fees and Services.

         Not Applicable.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) The following documents are filed as part of this report:

    (1) Financial Statements:

         Not Applicable.

    (2)  Financial Statement Schedules:

         Not Applicable.

    (3)  Exhibits:

     Rule 13a-14(a)/15d-14(a) Certification, filed as Exhibit 31.1 hereto.

        Annual Independent Accountants' Servicing Report
        with Management Assertion, filed as Exhibit 99.1 hereto.

        Servicer's Annual Statement as to Compliance,
        filed as Exhibit 99.2, hereto.

(b) Exhibits to this report are listed in Item (15)(a)(3)above.

(c) Not Applicable.


                                      -3-
<PAGE>

Terwin Mortgage Trust
Asset-Backed Certificates, Series TMTS 2004-5HE
-------------------------------------------------

SIGNATURE

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                     By:  /s/  John Beggins
                          -----------------------------
                   Name:  John Beggins
                  Title:  Chief Executive Officer
                          Specialized Loan Servicing LLC

                   Date:  March 31, 2005



                                      -4-
<PAGE>

SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

The  registrant  has not sent an annual report or proxy material to its security
holders.  The registrant  will not be sending an annual report or proxy material
to its security holders subsequent to the filing of this form.

                                      -5-
<PAGE>



                                 EXHIBIT INDEX

Exhibit     Description

31.1    Rule 13a-14(a)/15d-14(a) Certification

99.1    Annual Independent Accountant's Servicing Report
        with Management Assertion

        a) Chase Manhanttan Mortgage Corporation as Master Servicer
        a) Specialized Loan Servicing  LLC as Servicer
        b) Countrywide Home Loans Servicing LP as Servicer
        c) GreenPoint Mortgage Funding Inc. as Servicer

99.2    Servicer's Annual Statement as to Compliance

        a) Chase Manhanttan Mortgage Corporation as Master Servicer
        a) Specialized Loan Servicing  LLC as Servicer
        b) Countrywide Home Loans Servicing LP as Servicer
        c) GreenPoint Mortgage Funding Inc. as Servicer


                                      -6-

<PAGE>
                                  EXHIBIT 31.1
                 Annual Rule 13a-14(a)/15d-14(a) Certification


I, John Beggins, certify that:

1.   I have reviewed  this annual  report on Form 10-K,  and all reports on Form
     8-K  containing  distribution  or  servicing  reports  filed in  respect of
     periods  included in the year covered by this annual  report,  of Terwin
     Mortgage Trust Asset-Backed Certificates, Series TMTS 2004-5HE;

2.   Based on my knowledge,  the information in these reports, 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 last day of the period covered by this annual report;

3.   Based on my knowledge,  the distribution or servicing  information required
     to be  provided  to the  trustee  by the  servicer  under the  pooling  and
     servicing,  or  similar,  agreement,  for  inclusion  in these  reports  is
     included in these reports;

4.   I am responsible  for reviewing the  activities  performed by the servicer
     under the pooling and  servicing,  or similar,  agreement and based upon my
     knowledge and the annual  compliance  review required under that agreement,
     and except as  disclosed in the reports,  the  servicer has  fulfilled  its
     obligations under that agreement; and

5.   The  reports  disclose  all  significant   deficiencies   relating  to  the
     servicer's  compliance with the minimum servicing  standards based upon the
     report provided by an independent  public  accountant,  after  conducting a
     review in  compliance  with the  Uniform  Single  Attestation  Program  for
     Mortgage  Bankers or similar  procedure,  as set forth in the  pooling  and
     servicing, or similar, agreement, that is included in these reports.

     In giving the certifications above, I have reasonably relied on information
provided to me by the following  unaffiliated parties:  Chase Manhattan Mortgage
Corporation, as master servicer, GreenPoint Mortgage Funding, Inc., as servicer,
Countrywide  Home Loan Servicing  LLC, as servicer,  and JPMorgan Chase Bank, as
securities administrator and backup servicer.

Date: March 31, 2005

By: /s/ John Beggins
------------------------------------------
John Beggins, Chief Executive Officer of Specialized Loan Servicing LLC




                                -7-
<PAGE>



EXHIBIT 99.1  - Annual Independent Accountants' Servicing Report
                with Management Assertion

PricewaterhouseCoopers, LLP
PricewaterhouseCoopers Center
300 Madison Avenue
New York, NY  10017
Telephone:  (646)  471-3000
Facsimile:  (813)  286-6000


                       Report of Independent Auditors


To the Board of Directors of
Chase Manhattan Mortgage Corporation:


We  have  examined   management's   assertion  about  Chase  Manhattan  Mortgage
Corporation's (the "Company") compliance with the minimum servicing standards as
set forth in the  Mortgage  Bankers  Association  of  America's  Uniform  Single
Attestation  Program for Mortgage  Bankers ("USAP") as of and for the year ended
December 31, 2004. The Company has  interpreted  USAP and  determined  that USAP
minimum  servicing  standards I.1, I.2, I.3, III.1,  III.5,  IV.1, and VII.1 are
applicable to master servicers and are included in the  accompanying  management
assertion  (see  Exhibit  I).   Management  is  responsible  for  the  Company's
compliance with these minimum  servicing  standards.  Our  responsibility  is to
express an opinion on  management's  assertion,  as it relates to the  Company's
compliance with the  aforementioned  minimum servicing  standards,  based on our
examination.  The Company has interpreted  USAP and determined that USAP minimum
servicing  standards I.4, II.1, II.2, II.3, II.4, III.2,  III.3,  III.4,  III.6,
V.1, V.2, V.3, V.4 and VI.1 are not applicable to master servicers.  The Company
uses a subservicing organization to perform the servicing obligations subject to
servicing  standards I.4, II.1, II.2, II.3, II.4, III.2,  III.3,  III.4,  III.6,
V.1,  V.2,  V.3,  V.4,  and VI.1 of the USAP.  We did not examine the  Company's
compliance with the servicing standards referred to in the previous sentence and
accordingly, do not express an opinion thereon.

Our examination was made in accordance with attestation standards established by
the  American  Institute  of  Certified  Public  Accountants  and,  accordingly,
included  examining,  on a test basis,  evidence about the Company's  compliance
with the minimum  servicing  standards and performing such other such procedures
as we considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion.  Our examination does not provide a
legal  determination  on the  Company's  compliance  with the minimum  servicing
standards.

In our  opinion,  management's  assertion  that the  Company  complied  with the
aforementioned  minimum  servicing  standards solely as they relate to standards
I.1,  I.2,  I.3,  III.1,  III.5,  IV.1,  and VII.1 as of and for the year  ended
December 31, 2004 is fairly stated, in all material respects.


By:  /s/ PricewaterhouseCoopers, LLC
------------------------------------
PricewaterhouseCoopers, LLC


March 23,  2005


                                                                   EXHIBIT I


             Management's Assertion Concerning Compliance with USAP
                          Minimum Servicing Standards


March 23, 2005

As of and for  the  year  ended  December  31,  2004,  Chase  Home  Finance  LLC
(successor by merger to Chase Manhattan  Mortgage  Corporation)  (the "Company")
has complied in all material respects with the minimum  servicing  standards set
forth  in  the  Mortgage  Bankers   Association  of  America's   Uniform  Single
Attestation  Program for Mortgage  Bankers  ("USAP") that we have determined are
applicable to master  servicers.  We have  interpreted  USAP and determined that
minimum servicing  standards I.1, I.2, I.3, III.1, III.5, IV.1, and VII.1 as set
forth in USAP are applicable to master servicers.  We have also interpreted that
USAP minimum  servicing  standards I.4, II.1, II.2, II.3,  II.4,  III.2,  III.3,
III.4,  III.6,  V.1,  V.2,  V.3,  V.4 and  VI.1  as set  forth  in USAP  are not
applicable  to master  servicers;  for these  minimum  servicing  standards  the
Company relies on the performance of its  subservicers.  This assertion  relates
specifically to the Company's Master Servicing Portfolio.

It is  the  Company's  policy  to  obtain  and  review  USAP  reports  from  the
independent  auditors of its  subservicers on an annual basis.  Not all of those
USAP reports for the year ended  December 31, 2004 are available as of March 23,
2005. As of March 23, 2005, the Company has obtained USAP reports for 32% of its
subservicers.  These  subservicers  serviced loans  comprising 90% of the unpaid
principal balance of the Company's Master Servicing Portfolio as of December 31,
2004.  Instances of  non-compliance  noted in the USAP reports received from the
subservicers as of March 23, 2005, have been included in Exhibit II hereto.

As of and for this same period, the Company had in effect fidelity bond and
errors and omissions  policy in the amounts of  $250,000,000  and  $25,000,000,
respectively.


By:  /s/ Diane Bentz
-----------------------------
Diane Bentz
Senior Vice President
Chase Home Finance LLC

By: /s/  Bonnie Collins
-----------------------------
Bonnie Collins
Senior Vice President
Chase Home Finance LLC




                                                                Exhibit II

                      Chase Manhattan Mortgage Corporation
                      Subservicers' USAP Report Exceptions


It is the policy of Chase  Manhattan  Mortgage  Corporation  (the  "Company") to
obtain Uniform Single Attestation  Program for Mortgage Bankers ("USAP") reports
from the independent  auditors of its  subservicers as of and for the year ended
December 31, 2004.  As of March 23, 2005,  the Company has obtained and reviewed
USAP reports for 32% of its  subservicers.  These  subservicers  serviced  loans
comprising 90% of the unpaid principal balance of the Company's Master Servicing
Portfolio as of December 31, 2004. The Company noted instances of  noncompliance
included in the USAP reports received as of March 23, 2005, which are summarized
below.



Servicer                                        Exception

Cendant Mortgage  Corporation     The Company did not comply with the
                                  requirement to prepare custodial bank account
                                  reconciliations within 45 calendar days after
                                  the cutoff date and the requirement to resolve
                                  reconciling items within 90 calendar days of
                                  their original identification as specified by
                                  their minimum servicing standards.


North Fork Bancorporation, Inc.   The mortgage interest rate changes on certain
                                  Home Equity Lines of Credit were not adjusted
                                  at the appropriate date in accordance with
                                  the mortgagor's loan documents. This resulted
                                  in the mortgagor being overcharged for the
                                  period from the interest rate change until
                                  the correct effective date, which was the
                                  first day of the following month.


GMAC Mortgage Corporation         There were bank accounts over the course of
                                  several months where the Company was not in
                                  full compliance with USAP requirements as it
                                  related to the preparation of custodial bank
                                  reconciliations within 45 calendar days of
                                  cutoff as well as the resolution of
                                  reconciling items within 90 calendar days of
                                  original identification. The Company
                                  remediated the issues related to the
                                  preparation of custodial bank accounts
                                  reconciliations within 45 calendar days as of
                                  December 31, 2004.


<page>


                                                                Grant Thornton
Accountants and Management Consultants


               REPORT OF INDEPENDENT ACCOUNTANTS ON MANAGEMENT'S
            ASSERTION ON COMPLIANCE WITH MINIMUM SERVICING STANDARDS
            SET FORTH IN THE UNIFORM SINGLE ATTESTATION PROGRAM FOR
                                MORTGAGE BANKERS

Board of Directors
Specialized Loan Servicing, LLC

We have examined management's assertion about Specialized Loan Servicing,  LLC's
(the "Company")  compliance with the minimum servicing  standards  identified in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for  Mortgage  Bankers  ("USAP") as of and for the year ended  December 31, 2004
included in the accompanying management assertion. Management is responsible for
the  Company's   compliance  with  those  minimum   servicing   standards.   Our
responsibility  is to express an opinion  on  management's  assertion  about the
Company's compliance based on our examination.

Our examination  was conducted in accordance  with standards  established by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis,  evidence about the Company's  compliance  with the
minimum  servicing   standards  and  performing  such  other  procedures  as  we
considered  necessary  in the  circumstances.  We believe  that our  examination
provides a reasonable basis for our opinion.  Our examination does not provide a
legal  determination  on the  Company's  compliance  with the minimum  servicing
standards.

In our opinion,  management's  assertion that  Specialized  Loan Servicing,  LLC
complied with the aforementioned  minimum servicing  standards as of and for the
year ended December 31, 2004 is fairly stated, in all material respects.


/s/ Grant Thornton LLP
-------------------------
Los Angeles, California
February 24, 2005

Suite 300
1000 Wilshire Blvd.
Los Angeles, CA 90017 2464
T 213 627-1717
F 213 624-6793
W www.grantthornton.com
Grant Thornton LLP
US Member of Grant Thornton International





Specialized Loan Servicing, LLC

As of and for the year ended December 31, 2004, Specialized Loan Servicing,
LLC has complied in all material respects with the minimum servicing standards
set forth in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers. As of and for this same period,
Specialized Loan Servicing, LLC has in effect a fidelity bond and errors
omissions policy in the amount of $3,000,000 and $5,000,000 respectively.


/s/
-------------------------
CFO

March 15, 2005

<page>

KPMG LLP
Suite 2000
355 South Grand Avenue
Los Angeles, CA  90071


                        Independent Accountants' Report

Board of Directors
Countrywide Financial Corporation:

We have  examined the  accompanying  management's  assertion,  that  Countrywide
Financial  Corporation and subsidiaries,  including its wholly-owned  subsidiary
Countrywide Home Loans, Inc. (CHL) and Countrywide Home Loans Servicing, L.P., a
wholly-owned  subsidiary of CHL,  (collectively,  the Company) complied with the
minimum  servicing  standards set forth in the Mortgage  Bankers  Association of
America's Uniform Single  Attestation  Program for Mortgage Bankers (USAP) as of
and for the year ended  December 31, 2004.  Management  is  responsible  for the
Company's compliance with those minimum servicing standards.  Our responsibility
is to express an opinion on management's assertion about the Company' compliance
based on our examination.

Our  examination  was  conducted  in  accordance  with   attestation   standards
established  by the  American  Institute of Certified  Public  Accountants  and,
accordingly,  included examining,  on a test basis, evidence about the Company's
compliance with the minimum servicing  standards  specified above and performing
such other  procedures  as we  considered  necessary  in the  circumstances.  We
believe that our examination  provides a reasonable  basis for our opinion.  Our
examination does not provide a legal  determination on the Company's  compliance
with the minimum servicing standards.

In our opinion,  management's  assertion that Countrywide  Financial Corporation
and  subsidiaries,  (including its  wholly-owned  subsidiary,  Countrywide  Home
Loans,  Inc. (CHL) and Countrywide  Home Loans  Servicing,  L.P., a wholly-owned
subsidiary of CHL, complied with the aforementioned  minimum servicing standards
as of and for year ended  December  31, 2004 is fairly  stated,  in all material
respects.

By:  /s/ KPMG LLP
---------------------------
March 17, 2005

<PAGE>

                                                Countrywide Home Loans

                             Management's Assertion

March 17, 2005

As  of  and  for  the  year  ended  December  31,  2004,  Countrywide  Financial
Corporation  and  Subsidiaries  (which  includes  its  wholly-owned  subsidiary,
Countrywide  Home Loans,  Inc.  ("CHL"),  and Countrywide  Home Loans Servicing,
L.P., a wholly owned  subsididary  of CHL) ("the  Company") has complied in all
material respects with the minimum servicing standards set forth in the Mortgage
Bankers  Association  of  America's  Uniform  Single  Attestation  for  Mortgage
Bankers.  As of and for this same  period,  the Company had in effect a fidelity
bond and  errors ad  omissions  policy in the  amount of $200  million  and $100
million, respectively.

Sincerely,

/s/ Thomas K. McLaughlin
------------------------------
Executive  Managing Director and
Chief Financial Officer

/s/ Kevin Meyers
------------------------------
Kevin Meyers
Managing Director, Chief Financial Officer
Loan Administration


<PAGE>

KPMG LLP
55 Second Street
San Francisco, CA  94105


                        Independent Accountants' Report

The Board of Directors
North Fork Bancorporation Inc.:

We have examined management's assertion, included in the accompanying Management
Assertion,  that GreenPoint Mortgage Funding, Inc., a wholly owned subsidiary of
North Fork  Bancorporation,  Inc., complied with the minimum servicing standards
set forth in the  Mortgage  Bankers  Association  of  America's  Uniform  Single
Attestation  Program for  Mortgage  Bankers  (USAP) as of and for the year ended
December 31, 2004.  Management is responsible for GreenPoint  Mortgage  Funding,
Inc.'s compliance with those minimum servicing standards.  Our responsibility is
to express an opinion on management's  assertion about the Company's  compliance
based on our examination.

Our examination was conducted in accordance with attestion standards established
by the American  Institute of Certified  Public  Accountants  and,  accordingly,
included examining, on a test basis, evidence about GreenPoint Mortgage Funding,
Inc.'s  compliance  with the minimum  servicing  standards  specified  above and
performing   such  other   procedures   as  we   considered   necessary  in  the
circumstances.  We believe that our examination  provides a reasonable basis for
our  opinion.  Our  examination  does  not  provide  a  legal  determination  on
GreenPoint  Mortgage  Funding,  Inc.'s  compliance  with the  minimum  servicing
standards.

Management   identified  the  following  material   noncompliance  with  minumum
servicing standards over mortgage payments as of and for the year ended December
31,  2004.  The mortgage  interest  rate changes on certain Home Equity Lines of
Credit  were  not  adjusted  at the  appropriate  date in  accordance  with  the
mortgagor's loan documents. This resulted in the mortgagor being overcharged for
the period from the interest rate change until the correct effective date, which
was the first day of the following month.

In our  opinion,  except for the material  noncompliance  described in the third
paragraph,   management's  assertion  that  GreenPoint  Mortgage  Funding,  Inc.
complied with the aforementioned  minimum servicing  standards as of and for the
year ended December 31, 2004 is fairly stated, in all material respects.


By:  /s/ KPMG LP
-----------------
March 17, 2005

<page>

                                                        GreenPoint Mortgage
                                                        Servicing Division

                              Management's Asserton

March 17, 2005

As of and for the year ended  December 31, 2004,  GreenPoint  Mortgage  Funding,
Inc.  (the  "Company"),  has complied in all material  respects with the minimum
servicing  standards set forth in the Mortgage Bankers  Association of America's
Uniform  Single  Attestation  Program  for  Mortgage  Bankers,  except  for  the
following:

..    In certain  circumstances,  the mortgage  interest  rate changes on certain
     Home Equity  Lines of Credit were not adjusted at the  appropriate  date in
     accordance  with the  mortgagor's  loan  documents.  This  resulted  in the
     mortgagor  being  overcharged  for the period from the interest rate change
     until the correct  effective date, which was the first day of the following
     month.  This error was identified by Management and the systemic issue that
     caused the  incorrrect  calculation  of interest was resolved  prior to the
     issuance of this letter.

As of and for the year ended  December  31,  2004,  the  Company had in effect a
fidelity  bond in the  amount  of  $25,000,000  for a single  loss  limit and an
aggregate limit of liability of $50,000,000  and an errors and omissions  policy
in the amount of $25,000,000  for a single loss limit and not aggregate limit of
liability.

Very truly yours,

GreenPoint Mortgage Funding, Inc., as Servicer

By: /s/ S. A. Ibrahim                   By: /s/ David Petrini
-----------------------                 -----------------------
S. A. Ibrahim                           David Petrini
Chief Executive Officer                 Chief Financial Officer


By: /s/ Mike De Francesco
-------------------------
Mike De Francesco
Senior Vice President - Loan Administration



<PAGE>

EXHIBIT 99.2 - Servicer's Annual Statement as to Compliance


                           OFFICER'S CERTIFICATION


Reference is made to each pooling and  servicing  agreement  listed on Exhibit A
hereto  (each,  an  "Agreement")  entered  into by Chase Home  Finance  LLC,  as
successor by merger to Chase Manhattan  Mortgage  Corporation and JPMorgan Chase
Bank, N.A., as successor by merger to Chase Manhattan Mortgage  Corporation (the
"Master Servicer").

Pursuant to Article III of the Pooling and Servicing Agreement, the undersigned
Officers certifies to the following:

1.   A review of the  activities  of the Master  Servicer  during the  preceding
     calendar year and of its performance  under the Master Servicing  Agreement
     has been made under such officer's supervision.

2.   To the best of such Officer's  knowledge,  based on such review, the Master
     Servicer has fulfilled all 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  officer and the
     nature and status thereof and the action being taking by Master Servicer to
     cure such default.




Certified By:   /s/  Diane Bentz                Date:  March 15, 2005
                ----------------------                 ---------------
                Diane Bentz
                Senior Vice President
                Chase Home Finance LLC, as successor by merger to Chase
                Manhattan Mortgage Corporation

                /s/  Michele L. Paul            Date:  March 15, 2005
                ----------------------                 ---------------
                Michele L. Paul
                Vice President
                JPMorgan Chase Bank, N.A., as successor by merger to Chase
                Manhattan Mortgage Corporation





                                EXHIBIT A

Transaction                     Pooling and Servicing Agreement dated as of
-----------                     -------------------------------------------

TMTS 2004-3HE                                April 1, 2004
TMTS 2004-5HE                                June 1, 2004
TMTS 2004-11HE                               September 1, 2004
TMTS 2004-22SL                               December 1, 2004


<page>
               Terwin Mortgage Trust, Asset-Backed Certificates,
                                Series 2004-5HE

                OFFICER'S ANNUAL CERTIFICATION AS TO COMPLIANCE

TO:     JPMORGAN CHASE BANK, as Backup Servicer
        4 New York Plaza
        New York, New York 10004-2477

        CHASE MANHATTAN MORTGAGE CORPORATION, as Master Servicer
        3415 Vision Drive
        Columbus, Ohio 43219-6009
        Attention:  Diane Bentz

     I, John C. Beggins, hereby certify to the foregoing addresses that I am the
duly elected and acting  President and Chief  Executive  Officer of  Specialized
Loan  Servicing,  LLC  ("SLS"),  and pursuant to Section 3.17 of the Pooling and
Servicing Agreement,  dated as of June 1, 2004, by and among SLS, as a Servicer,
Merrill Lynch Mortgage  Investors,  Inc., as Depositor;  Countrywide  Home Loans
Servicing LP, as a Servicer;  Terwin  Advisors LLC, as Seller;  Chase  Manhattan
Mortgage  Corporation,  as Master  Servicer;  JPMorgan Chase Bank, as Securities
Administrator  and Backup  Servicer;  and U.S.  Bank  National  Association,  as
Trustee (the "Pooling and Servicing Agreement"); certify further as follows:

1.   I have carefully reviewed of the activities of SLS during the calendar year
     2004 and its performance  under the Pooling and Servicing  Agreement and to
     the best of my  knowledge,  based on such review,  SLS has fulfilled all of
     its obligations under the Pooling and Servicing  Agreement  throughout such
     year, except as set forth on the attached Schedule A.

     IN WITNESS  WHEREOF,  I have hereunto  signed my name as of the 15th day of
March, 2005.

                             SPECIALIZED LOAN SERVICING, LLC

                             By: /s/ John C. Beggins
                                -----------------------
                                 John C. Beggins,
                                 President and Chief Executive Officer



                                   SCHEDULE A

       Servicer Compliance Defaults under Pooling and Servicing Agreement

There have been no defaults by Specialized Loan Servicing, LLC ("SLS" in
the fulfillment of its obligations under the Terwin Mortgage Trust Series
2004-5HE Pooling and Servicing Agreement ("PSA") during the 2004 calendar year,
except for the following:

     (i) To the extent that any  defaults  have been  reported in the  following
reports  delivered  by SLS  pursuant  to the PSA (a copy  of  each of  which  is
attached hereto):  (A) the annual independent public accountants' Uniform Single
Attestation  Program for Mortgage Bankers report,  delivered pursuant to Section
3.18 of the PSA; and (ii) the quarterly  independent  auditor servicing reports,
delivered pursuant to Section 3.28 of the PSA; and

     (ii)  Pursuant to Section  3.05(d) of the PSA, the Servicer was required to
deposit  Prepayment  Penalties into the Servicer  Collection  Account within two
Business Days after receipt;  however,  under its previous  payment clearing and
processing  procedures,  SLS was not  sweeping  Prepayment  Penalties  into  the
Servicer  Collection  Account  on a  daily  basis,  but  rather  remitting  such
Prepayment  Penalties on a monthly  basis.  All defaults  from such delay in the
remittance  of  Prepayment  Penalties  have been  cured by SLS upon its  monthly
remittance  for the timely  distribution  of such  Prepayment  Penalties  by the
Securities  Administrator under the PSA. In addition, SLS has since modified its
payment  clearing  and  processing  procedures  to sweep such amounts on a daily
basis, so that Prepayment  Penalties are deposited into the Servicer  Collection
Account within two Business Days after receipt.


<page>


                                             Countrywide
                                             Home Loans

                                             400 Countrywide Way
March 29, 2005                               Simi Valley, California 93065-6298




Chase Bank
Re: TMTS 2004-1HE, TMTS 2004-3HE, TMTS 2004-7HE, TMTS 2004-5HE, TMTS 2004-9HE
and TMTS-18SL
3415 Vision Drive
Columbus, OH 43219
Attn: Amy Brinkman



                             OFFICER'S CERTIFICATE


     I, Joseph  Candelario,  hereby certify that I am the First Vice  President,
Loan  Administration  of Countrywide Home Loans,  Inc., fka Countrywide  Funding
Corporation.  I further  certify,  with respect to the Servicing  Agreements for
Countrywide Mortgage Obligations, Inc., the following:

     I have reviewed the activities and  performance of the Servicer  during the
fiscal year ended December 31, 2004 under the Agreements  and, to the best of my
knowledge,  based on my review,  the Servicer has  fulfilled  all of its duties,
responsibilities or obligations under the Agreements throughout the fiscal year.




/s/ Joseph Candelario                           March 29, 2005
---------------------                           --------------
Joseph Candelario                               Date
First Vice President
Compliance Officer
Loan Administration


re: Investor Numbers

<PAGE>


                                                       PO Box 84013
                                                        Columbus, GA 31908-4013
                                                              Tel. 800.784.5566

                                                        GreenPoint Mortgage

                                 March 15, 2005


TO ALL PARTIES LISTED ON SCHEDULE A
ATTACHED HERETO:


                RE:  Terwin Mortgage Trust Asset-Backed Certificate, Series
                     TMTS 2004-5HE;
                Annual Statement as to Compliance by the Servicer
                -------------------------------------------------

Ladies and Gentlemen:

        Pursant to Section 3.17 of the Pooling and Servicing Agreement with
respect to the above-referenced offering, the undersigned officer of GreenPoint
Mortgage Funding, Inc. (as "Servicer") hereby certifies as to the following:

        1.      a review of the activities of the Servicer and its performance
                under the Pooling and Servicing Agreement during the preceding
                fiscal year since the inception of the trust has been made under
                the direct supervision of the undersigned officer; and

        2.      to the best knowledge of the undersigned officer, based on such
                review, the Servicer has fulfilled all of its material
                obligations under the Sale and Servicing Agreement throughout
                the applicable period, and there has been no known default in
                the fulfillment of the Servicer's material obligations
                throughout such period.



                                                        Very truly yours

                                                        GREENPOINT MORTGAGE
                                                        FUNDING, INC.,
                                                        as Servicer


                                                        /s/ Michael DeFrancesco
                                                        -----------------------
                                                    Name: Michael DeFrancesco
                                                   Title: Senior Vice President


<PAGE>


Exhibit A:

Master Servicer:
Chase Manhattan Mortgage Corporation
3415 Vision Drive
Columbus, OH 43218

Backup Servicer:
JP Morgan Chase Bank
4 New York Plaza
New York, NY 10004-2477
Attn: Institutional Trust Services/Global Debt (TMTS 2004-5HE)

Security Administrator:

JPMorgan Chase Bank
4 New York Plaza
New York, New York 10004-2477
Attn: Institutional Trust Services/Global Debt (TMTS 2004-5HE)

Trustee:
US Bank, NA
209 S LaSalle Street, Suite 300
Chicago, IL 60604

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