<PAGE>
                                                                  EXECUTION COPY




                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                    Depositor

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                  Master Servicer and Securities Administrator

                          WILSHIRE CREDIT CORPORATION,
                                    Servicer

                                       and

                      DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                     Trustee

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

                         POOLING AND SERVICING AGREEMENT
                           Dated as of October 1, 2003

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

                              TERWIN Mortgage Trust
                 Asset-Backed Certificates, Series tmts 2003-5SL

<PAGE>



                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                   PAGE
<S>                                                                                                <C>
ARTICLE I        DEFINITIONS .....................................................................     1


ARTICLE II       CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES ....................    51

         SECTION 2.01.    Conveyance of Mortgage Loans ...........................................    51
         SECTION 2.02.    Acceptance by the Trustee of the Mortgage Loans ........................    53
         SECTION 2.03.    Representations, Warranties and Covenants of the Depositor .............    54
         SECTION 2.04.    Representations and Warranties of the Master Servicer;
                          Representations and Warranties of the Servicer;
                          Representations and Warranties of the Securities Administrator .........    58
         SECTION 2.05.    Substitutions and Repurchases of Mortgage Loans which
                          are not "Qualified Mortgages" ..........................................    61
         SECTION 2.06.    Authentication and Delivery of Certificates ............................    61
         SECTION 2.07.    REMIC Elections ........................................................    61
         SECTION 2.08.    Covenants of the Master Servicer .......................................    64
         SECTION 2.09.    Covenants of the Servicer ..............................................    65
         SECTION 2.10.    [RESERVED] .............................................................    65
         SECTION 2.11.    Permitted Activities of the Trust ......................................    65
         SECTION 2.12.    Qualifying Special Purpose Entity ......................................    65

ARTICLE III      ADMINISTRATION AND SERVICING OF MORTGAGE LOANS ..................................    65

         SECTION 3.01.    Servicer to Service Mortgage Loans .....................................    65
         SECTION 3.02.    Servicing and Subservicing; Enforcement of the
                          Obligations of Servicer ................................................    67
         SECTION 3.03.    Rights of the Depositor, the Securities Administrator and
                          the Trustee in Respect of the Servicer .................................    67
         SECTION 3.04.    Securities Administrator to Act as Servicer ............................    67
         SECTION 3.05.    Collection of Mortgage Loan Payments; Collection
                          Account; Certificate Account ...........................................    68
         SECTION 3.06.    Collection of Taxes, Assessments and Similar Items; Escrow Accounts ....    72
         SECTION 3.07.    Access to Certain Documentation and Information
                          Regarding the Mortgage Loans ...........................................    72
         SECTION 3.08.    Permitted Withdrawals from the Collection Account and
                          Certificate Account ....................................................    72
         SECTION 3.09.    Servicing Transfer Dates ...............................................    74
         SECTION 3.10.    [RESERVED.] ............................................................    75
         SECTION 3.11.    Enforcement of Due-On-Sale Clauses; Assumption Agreements ..............    75
         SECTION 3.12.    Realization Upon Defaulted Mortgage Loans;
                          Determination of Excess Proceeds .......................................    75
         SECTION 3.13.    Trustee to Cooperate; Release of Mortgage Files ........................    78
</Table>


                                        i
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                     PAGE
<S>                                                                                                  <C>
         SECTION 3.14.    Documents, Records and Funds in Possession of Servicer
                          to be Held for the Trustee .............................................    79
         SECTION 3.15.    Servicing Compensation .................................................    79
         SECTION 3.16.    Access to Certain Documentation ........................................    80
         SECTION 3.17.    Annual Statement as to Compliance ......................................    80
         SECTION 3.18.    Annual Independent Public Accountants' Servicing
                          Statement; Financial Statements ........................................    80
         SECTION 3.19.    Duties and Removal of the Credit Risk Manager ..........................    80
         SECTION 3.20.    Periodic Filings .......................................................    81
         SECTION 3.21.    Annual Certificate by Securities Administrator .........................    82
         SECTION 3.22.    Annual Certificate by Servicer .........................................    82
         SECTION 3.23.    Prepayment Penalty Reporting Requirements ..............................    83
         SECTION 3.24.    Statements to the Securities Administrator .............................    83
         SECTION 3.25.    Indemnification ........................................................    83
         SECTION 3.26.    Nonsolicitation ........................................................    85

ARTICLE IV       DISTRIBUTIONS ...................................................................    85

         SECTION 4.01.    Advances ...............................................................    85
         SECTION 4.02.    Reduction of Servicing Compensation in Connection with
                          Prepayment Interest Shortfalls .........................................    86
         SECTION 4.03.    Distributions on the REMIC Interests ...................................    86
         SECTION 4.04.    Distributions ..........................................................    86
         SECTION 4.05.    Monthly Statements to Certificateholders ...............................    90

ARTICLE V        THE CERTIFICATES ................................................................    92

         SECTION 5.01.    The Certificates .......................................................    92
         SECTION 5.02.    Certificate Register; Registration of Transfer and Exchange
                          of Certificates ........................................................    94
         SECTION 5.03.    Mutilated, Destroyed, Lost or Stolen Certificates ......................    98
         SECTION 5.04.    Persons Deemed Owners ..................................................    98
         SECTION 5.05.    Access to List of Certificateholders' Names and Addresses ..............    98
         SECTION 5.06.    Book-Entry Certificates ................................................    99
         SECTION 5.07.    Notices to Depository ..................................................    99
         SECTION 5.08.    Definitive Certificates ................................................   100
         SECTION 5.09.    Maintenance of Office or Agency ........................................   100
         SECTION 5.10.    Authenticating Agents ..................................................   100

ARTICLE VI       THE DEPOSITOR, THE MASTER SERVICER, THE SERVICER
                 AND THE SECURITIES ADMINISTRATOR ................................................   101

         SECTION 6.01.    Respective Liabilities of the Depositor, the Master Servicer,
                          the Servicer and the Securities Administrator ..........................   101
         SECTION 6.02.    Merger or Consolidation of the Depositor, the Master
                          Servicer, the Servicer or the Securities Administrator .................   101
         SECTION 6.03.    Limitation on Liability of the Depositor, the Securities
                          Administrator, the Master Servicer, the Servicer and Others ............   102
</Table>


                                       ii
<PAGE>

<Table>
<Caption>
                                                                                                     PAGE
<S>                                                                                                  <C>
         SECTION 6.04.    Limitation on Resignation of Servicer ..................................   103
         SECTION 6.05.    Errors and Omissions Insurance; Fidelity Bonds .........................   103
         SECTION 6.06.    Limitation on Resignation of the Master Servicer .......................   103
         SECTION 6.07.    Assignment of Master Servicing .........................................   104
         SECTION 6.08.    Limitation Upon Liability of the Credit Risk Manager ...................   104

ARTICLE VII      DEFAULT; TERMINATION OF SERVICER ................................................   104

         SECTION 7.01.    Events of Default ......................................................   104
         SECTION 7.02.    Securities Administrator to Act; Appointment of Successor ..............   106
         SECTION 7.03.    Notification to Certificateholders .....................................   107

ARTICLE VIII     CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR .........................   107

         SECTION 8.01.    Duties of Trustee and the Securities Administrator .....................   107
         SECTION 8.02.    Certain Matters Affecting the Trustee ..................................   108
         SECTION 8.03.    Trustee and the Securities Administrator Not Liable for
                          Certificates or Mortgage Loans .........................................   110
         SECTION 8.04.    Trustee and the Securities Administrator May Own Certificates ..........   110
         SECTION 8.05.    Trustee's Fees and Expenses ............................................   110
         SECTION 8.06.    Indemnification and Expenses of Trustee ................................   110
         SECTION 8.07.    Eligibility Requirements for Trustee ...................................   111
         SECTION 8.08.    Resignation and Removal of Trustee .....................................   111
         SECTION 8.09.    Successor Trustee ......................................................   112
         SECTION 8.10.    Merger or Consolidation of Trustee .....................................   112
         SECTION 8.11.    Appointment of Co-Trustee or Separate Trustee ..........................   113
         SECTION 8.12.    Tax Matters ............................................................   114

ARTICLE IX       TERMINATION .....................................................................   116

         SECTION 9.01.    Termination upon Liquidation or Repurchase of all Mortgage Loans .......   116
         SECTION 9.02.    Final Distribution on the Certificates .................................   116
         SECTION 9.03.    Additional Termination Requirements ....................................   117

ARTICLE X        MISCELLANEOUS PROVISIONS ........................................................   118

         SECTION 10.01.   Amendment ..............................................................   118
         SECTION 10.02.   Counterparts ...........................................................   120
         SECTION 10.03.   Governing Law ..........................................................   120
         SECTION 10.04.   Intention of Parties ...................................................   120
         SECTION 10.05.   Notices ................................................................   121
         SECTION 10.06.   Severability of Provisions .............................................   121
         SECTION 10.07.   Assignment .............................................................   122
         SECTION 10.08.   Limitation on Rights of Certificateholders .............................   122
         SECTION 10.09.   Inspection and Audit Rights ............................................   122
         SECTION 10.10.   Certificates Nonassessable and Fully Paid ..............................   123
</Table>


                                      iii
<PAGE>

<Table>
<Caption>
                                                                                                     PAGE
<S>                                                                                                  <C>
         SECTION 10.11.   [RESERVED] .............................................................   123
         SECTION 10.12.   [RESERVED] .............................................................   123
         SECTION 10.13.   [RESERVED] .............................................................   123
         SECTION 10.14.   Assignment; Sales; Advance Facilities ..................................   123

ARTICLE XI       MASTER SERVICING OF THE MORTGAGE LOANS BY THE
                 MASTER SERVICER .................................................................   125

         SECTION 11.01.   Master Servicer ........................................................   125
         SECTION 11.02.   Monitoring of Interim Servicers ........................................   126
         SECTION 11.03.   Fidelity Bond ..........................................................   127
         SECTION 11.04.   Powers to Act; Procedures ..............................................   127
         SECTION 11.05.   Due-on-Sale Clauses; Assumption Agreements .............................   128
         SECTION 11.06.   Master Servicing of Mortgage Loans Prior to Servicing Transfer Dates ...   128
         SECTION 11.07.   Documents, Records and Funds in Possession of Master
                          Servicer to be Held for Trustee ........................................   129
         SECTION 11.08.   Standard Hazard Insurance and Flood Insurance Policies .................   129
         SECTION 11.09.   Presentment of Claims and Collection of Proceeds .......................   129
         SECTION 11.10.   Trustee to Retain Possession of Certain Insurance Policies
                          and Documents ..........................................................   130
         SECTION 11.11.   Realization Upon Defaulted Mortgage Loans ..............................   130
         SECTION 11.12.   REO Property ...........................................................   130
         SECTION 11.13.   Annual Statement as to Compliance ......................................   131
         SECTION 11.14.   Annual Independent Public Accountants' Servicing
                          Statement; Financial Statements ........................................   131
         SECTION 11.15.   Obligation of the Master Servicer in Respect of Certain
                          Prepayment Interest Shortfalls .........................................   131
         SECTION 11.16.   Collection Account .....................................................   131
         SECTION 11.17.   Obligation of the Master Servicer in Respect of Certain Advances ......    131
         SECTION 11.18.   Termination of the Master Servicer .....................................   131
</Table>

<Table>
<S>              <C>
EXHIBIT A        FORMS OF CERTIFICATES
EXHIBIT B        MORTGAGE LOAN SCHEDULE
EXHIBIT C        SCHEDULE OF MORTGAGE LOANS WITH NO PREPAYMENT ENFORCEMENT
EXHIBIT D        FORM OF TRUSTEE CERTIFICATION
EXHIBIT E-1      FORM OF TRANSFEREE'S LETTER AND AFFIDAVIT
EXHIBIT E-2      FORM OF TRANSFEROR'S AFFIDAVIT
EXHIBIT F        FORM OF TRANSFEROR CERTIFICATE
EXHIBIT G        FORM OF INVESTMENT LETTER
EXHIBIT H        FORM OF RULE 144A LETTER
EXHIBIT I        REQUEST FOR RELEASE
EXHIBIT J        LIST OF INTERIM SERVICING AGREEMENTS
EXHIBIT K        FORM OF OFFICER'S CERTIFICATE OF SECURITIES ADMINISTRATOR
EXHIBIT L        FORM OF OFFICER'S CERTIFICATE OF SERVICER
EXHIBIT M        FORM OF OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS
</Table>


                                       iv

<PAGE>



         POOLING AND SERVICING AGREEMENT, dated as of October 1, 2003, among
MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware corporation, as depositor
(the "Depositor"), WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national
banking association, as master servicer (the "Master Servicer") and securities
administrator (the "Securities Administrator"), WILSHIRE CREDIT CORPORATION, a
Nevada corporation, as servicer (the "Servicer") and DEUTSCHE BANK NATIONAL
TRUST COMPANY, a national banking association, as trustee (the "Trustee").

         The Depositor is the owner of the Trust Fund that is hereby conveyed to
the Trustee in return for the Certificates. It is intended that for federal
income tax purposes the Trust Fund will include (i) four real estate mortgage
investment conduits (the "Lower Tier REMIC," "Middle Tier REMIC 1," "Middle Tier
REMIC 2" and the "Upper Tier REMIC"), (ii) the regular interests in the Lower
Tier REMIC, Middle Tier REMIC 1, Middle Tier REMIC 2 and the Upper Tier REMIC,
(iii) the rights to receive Prepayment Penalties and (iv) the grantor trusts
described in Section 2.07 hereof. The Lower Tier REMIC will consist of all of
the assets constituting the Trust Fund (other than the assets described in
clauses (ii), (iii) and (iv) above) and will be evidenced by the Lower Tier
REMIC Regular Interests (which will be uncertificated and will represent the
"regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the
single "residual interest" in the Lower Tier REMIC. The Trustee will hold the
Lower Tier REMIC Regular Interests. Middle Tier REMIC 1 will consist of the
Lower Tier REMIC Regular Interests and will be evidenced by the Middle Tier
REMIC 1 Regular Interests (which will be uncertificated and will represent the
"regular interests" in Middle Tier REMIC 1) and the Class MT1R Interest as the
single "residual interest" in Middle Tier REMIC 1. The Trustee will hold the
Middle Tier REMIC 1 Regular Interests. Middle Tier REMIC 2 will consist of the
Middle Tier REMIC 1 Regular Interests (other than the Middle Tier REMIC 1 IO
Interests) and will be evidenced by the Middle Tier REMIC 2 Regular Interests
(which will be uncertificated and will represent the "regular interests" in
Middle Tier REMIC 2) and the Class MT2R Interest as the single "residual
interest" in Middle Tier REMIC 2. The Trustee will hold the Middle Tier REMIC 2
Regular Interests. The Upper Tier REMIC will consist of the Middle Tier REMIC 2
Regular Interests and the Middle Tier REMIC 1 IO Interests and will be evidenced
by the Upper Tier REMIC Regular Interests (which will represent the "regular
interests" in the Upper Tier REMIC) and the Residual Interest as the single
"residual interest" in the Upper Tier REMIC. The Class R Certificate will
represent beneficial ownership of the Class LTR Interest, the Class MT1R
Interest, the Class MT2R Interest and the Residual Interest. The "latest
possible maturity date" for federal income tax purposes of all interests created
hereby will be the Latest Possible Maturity Date.

         All covenants and agreements made by the Seller in the Sale Agreement
and by the Depositor and the Trustee herein with respect to the Mortgage Loans
and the other property constituting the Trust Fund are for the benefit of the
Holders from time to time of the Certificates.

         In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Servicer, the Securities Administrator and
the Trustee hereby agree as follows:

                                   ARTICLE I


                                   DEFINITIONS

         Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

<PAGE>

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

         Accepted Servicing Practices: The Servicer's normal servicing
practices, which will conform to the mortgage servicing practices of prudent
mortgage lending institutions which service for their own account mortgage loans
of the same type as the Mortgages Loans in the jurisdictions in which the
related Mortgaged Properties are located.

         Accrual Period: With respect to the Certificates (other than the Class
A-X and Class B Certificates) and any Distribution Date, the period commencing
on the immediately preceding Distribution Date (or, in the case of the first
Distribution Date, the Closing Date) and ending on the day immediately preceding
such Distribution Date. With respect to the Class A-X and Class B Certificates
and any Distribution Date, the calendar month immediately preceding the month in
which such Distribution Date occurs. All calculations of interest on the
Certificates (other than the Class A-X and Class B Certificates) will be made on
the basis of the actual number of days elapsed in the related Accrual Period and
a 360 day year. All calculations of interest on the Class A-X and Class B
Certificates will be made on the basis of a 360-day year consisting of twelve
30-day months. The Accrual Period for each Lower Tier REMIC Regular Interest,
each Middle Tier REMIC 1 Regular Interest and each Middle Tier REMIC 2 Regular
Interest for any Distribution Date will be the calendar month immediately
preceding the month in which such Distribution Date occurs. All calculations of
interest on the Lower Tier REMIC Regular Interests, the Middle Tier REMIC 1
Regular Interests and the Middle Tier REMIC 2 Regular Interests will be made on
the basis of a 360-day year consisting of twelve 30-day months.

         Adjusted Net WAC: As of any Distribution Date, a per annum rate equal
to the weighted average rate of the Middle Tier REMIC 1 Regular Interests. With
respect to the Class A-1, Class M and Class R Certificates, such rate is
multiplied by 30 and divided by the actual number of days in the related Accrual
Period.

         Advance: The aggregate of the advances required to be made by the
Servicer with respect to any Distribution Date pursuant to Section 4.01, the
amount of any such advances being equal to the sum of the aggregate of payments
of principal and interest (net of the Servicing Fee Rate) on the Mortgage Loans
that were due during the applicable Due Period and not received as of the close
of business on the related Determination Date, less the aggregate amount of any
such Delinquent payments that the Servicer has determined would constitute a
Non-Recoverable Advance were an advance to be made with respect thereto;
provided, however, that with respect to any Mortgage Loan that is 150 days
delinquent or more (whether or not the Mortgage Loan has been converted to an
REO Property), there will be no obligation to make advances and, provided
further, however, that with respect to any Mortgage Loan that has been converted
to an REO Property which is less than 150 days delinquent, the obligation to
make Advances shall only be to payments of interest.

         Advance Facility: A financing or other facility as described in
Section 10.14(a).

         Advance Facility Notice: As defined in Section 10.14(b).

         Advance Financing Person:  As defined in Section 10.14(a).

         Advance Reimbursement Amounts: As defined in Section 10.14(b).


                                      -2-
<PAGE>

         Affiliate: With respect to any specified Person, any other Person
controlling, controlled by or under common control with such Person. For the
purposes of this definition, "control" means the power to direct the management
and policies of a Person, directly or indirectly, whether through ownership of
voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

         Aggregate Certificate Principal Balance: For any date of determination,
the sum of the Class A-1 Certificate Principal Balance, the Class R Certificate
Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2
Certificate Principal Balance, the Class B-1 Certificate Principal Balance, the
Class B-2 Certificate Principal Balance, the Class B-3 Certificate Principal
Balance and the Class X Certificate Principal Balance, in each case as of such
date of determination.

         Agreement: This Pooling and Servicing Agreement and any and all
amendments or supplements hereto made in accordance with the terms herein.

         Applied Realized Loss Amount: With respect to any Distribution Date,
the amount, if any, by which, the Aggregate Certificate Principal Balance after
distributions of principal on such Distribution Date exceeds the aggregate
Stated Principal Balance of the Mortgage Loans as of such Distribution Date.

         Appraised Value: With respect to a Mortgage Loan the proceeds of which
were used to purchase the related Mortgaged Property, the "Appraised Value" of a
Mortgaged Property is the lesser of (1) the appraised value based on an
appraisal made for the Seller by an independent fee appraiser at the time of the
origination of the related Mortgage Loan, and (2) the sales price of such
Mortgaged Property at such time of origination. With respect to a Mortgage Loan
the proceeds of which were used to refinance an existing mortgage loan, the
"Appraised Value" is the appraised value of the Mortgaged Property based upon
the appraisal obtained at the time of refinancing.

         Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient under the laws
of the jurisdiction where the related Mortgaged Property is located to reflect
of record the sale and assignment of the Mortgage Loan to the Trustee, which
assignment, notice of transfer or equivalent instrument may, if permitted by
law, be in the form of one or more blanket assignments covering Mortgages
secured by Mortgaged Properties located in the same county.

         Authenticating Agent: As defined in Section 5.10 hereof.

         Available Funds Cap: As of any Distribution Date with respect to the
Certificates, a per annum rate equal to 12 times the quotient of (i) the total
scheduled interest on the Mortgage Loans less the sum of (a) the amount of any
servicing expenses (including fees charged by Interim Servicers), other than
those arising as a result of a default or delinquency, that reduce the scheduled
amount of interest available for distribution but were not included in the
Servicing Fee, (b) the Securities Administrator Fee, (c) the Credit Risk Manager
Fee, (d) the Servicing Fee and (e) the monthly interest on the Class A-X
Certificates for such Distribution Date, divided by (ii) the aggregate
Certificate Principal Balance of the Class A-1, Class M, Class B and Class R
Certificates immediately prior to such Distribution Date. With respect to the
Class A-1, Class M and Class R Certificates, such rate is multiplied by 30 and
divided by the actual number of days in the related Accrual Period.

         Balloon Loan: A Mortgage Loan having an original term to stated
maturity of approximately 15 years or 20 years which provides for level monthly
payments of principal and interest based on a 30-year amortization schedule,
with a balloon payment of the remaining outstanding principal balance due on
such Mortgage Loan at its stated maturity.


                                      -3-
<PAGE>

         Book-Entry Certificates: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which
is reflected on the books of the Depository or on the books of a Person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 5.06). As of the Closing
Date, each of the Class A, Class M and Class B Certificates constitutes a Class
of Book-Entry Certificates.

         Book-Entry Regulation S Global Securities: As defined in Section 5.01.

         Business Day: Any day other than (1) a Saturday or a Sunday, or (2) a
day on which banking institutions in the State of California, State of Delaware,
State of Maryland, State of Oregon and in the City of New York, New York are
authorized or obligated by law or executive order to be closed.

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

         Certificate Account: The separate Eligible Account created and
maintained by the Securities Administrator pursuant to Section 3.05(f) in the
name of the Trustee for the benefit of the Certificateholders and designated
"Wells Fargo Bank Minnesota, National Association, as securities administrator
for Deutsche Bank National Trust Company, as trustee, in trust for registered
holders of Terwin Mortgage Trust, Asset-Backed Certificates, Series TMTS
2003-5SL." Funds in the Certificate Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement.

         Certificate Owner: With respect to a Book-Entry Certificate, the Person
that is the beneficial owner of such Book-Entry Certificate.

         Certificate Principal Balance: As to any Certificate (other than the
Class A-X Certificates) and as of any Distribution Date, the Initial Certificate
Principal Balance of such Certificate less the sum of (1) all amounts
distributed with respect to such Certificate in reduction of the Certificate
Principal Balance thereof on previous Distribution Dates pursuant to Section
4.04, and (2) any Applied Realized Loss Amounts allocated to such Certificate on
previous Distribution Dates pursuant to Section 4.04(i).

         Certificate Register: The register maintained pursuant to Section 5.02
hereof.

         Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register (initially, Cede & Co., as nominee for
the Depository) in the case of any Class of Regular Certificates or the Class R
Certificate, except that solely for the purpose of giving any consent pursuant
to this Agreement, any Certificate registered in the name of the Depositor or
any Affiliate of the Depositor shall be deemed not to be Outstanding and the
Percentage Interest evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests necessary to
effect such consent has been obtained; provided, however, that if any such
Person (including the Depositor) owns 100% of the Percentage Interests evidenced
by a Class of Certificates, such Certificates shall be deemed to be Outstanding
for purposes of any provision hereof that requires the consent of the Holders of
Certificates of a particular Class as a condition to the taking of any action
hereunder. The Securities Administrator and the Trustee are entitled to rely
conclusively on a certification of the Depositor or any Affiliate of the
Depositor in determining which Certificates are registered in the name of an
Affiliate of the Depositor.

         Change Date: For each of the following Middle Tier REMIC 1 Interests,
the date listed opposite such Middle Tier REMIC 1 Interest below:


                                      -4-
<PAGE>

<Table>
<Caption>
         Middle Tier REMIC 1 Interest                  Change Date
         ----------------------------                  -----------
<S>                                                    <C>
         Class MT1A1 Interest                          November 2003
         Class MT1A2 Interest                          December 2003
         Class MT1A3 Interest                          January 2004
         Class MT1A4 Interest                          February 2004
         Class MT1A5 Interest                          March 2004
         Class MT1A6 Interest                          April 2004
         Class MT1A7 Interest                          May 2004
         Class MT1A8 Interest                          June 2004
         Class MT1A9 Interest                          July 2004
         Class MT1A10 Interest                         August 2004
         Class MT1A11 Interest                         September 2004
         Class MT1A12 Interest                         October 2004
         Class MT1A13 Interest                         November 2004
         Class MT1A14 Interest                         December 2004
         Class MT1A15 Interest                         January 2005
         Class MT1A16 Interest                         February 2005
         Class MT1A17 Interest                         March 2005
         Class MT1A18 Interest                         April 2005
         Class MT1A19 Interest                         May 2005
         Class MT1A20 Interest                         June 2005
         Class MT1A21 Interest                         July 2005
         Class MT1A22 Interest                         August 2005
         Class MT1A23 Interest                         September 2005
         Class MT1A24 Interest                         October 2005
         Class MT1A25 Interest                         November 2005
</Table>


                                      -5-
<PAGE>

<Table>
<Caption>
         Middle Tier REMIC 1 Interest                  Change Date
         ----------------------------                  -----------
<S>                                                    <C>
         Class MT1A26 Interest                         December 2005
         Class MT1A27 Interest                         January 2006
         Class MT1A28 Interest                         February 2006
         Class MT1A29 Interest                         March 2006
         Class MT1A30 Interest                         April 2006
         Class MT1A1IO Interest                        November 2003
         Class MT1A2IO Interest                        December 2003
         Class MT1A3IO Interest                        January 2004
         Class MT1A4IO Interest                        February 2004
         Class MT1A5IO Interest                        March 2004
         Class MT1A6IO Interest                        April 2004
         Class MT1A7IO Interest                        May 2004
         Class MT1A8IO Interest                        June 2004
         Class MT1A9IO Interest                        July 2004
         Class MT1A10IO Interest                       August 2004
         Class MT1A11IO Interest                       September 2004
         Class MT1A12IO Interest                       October 2004
         Class MT1A13IO Interest                       November 2004
         Class MT1A14IO Interest                       December 2004
         Class MT1A15IO Interest                       January 2005
         Class MT1A16IO Interest                       February 2005
         Class MT1A17IO Interest                       March 2005
         Class MT1A18IO Interest                       April 2005
         Class MT1A19IO Interest                       May 2005
         Class MT1A20IO Interest                       June 2005
</Table>


                                      -6-
<PAGE>

<Table>
<Caption>
         Middle Tier REMIC 1 Interest                  Change Date
         ----------------------------                  -----------
<S>                                                    <C>
         Class MT1A21IO Interest                       July 2005
         Class MT1A22IO Interest                       August 2005
         Class MT1A23IO Interest                       September 2005
         Class MT1A24IO Interest                       October 2005
         Class MT1A25IO Interest                       November 2005
         Class MT1A26IO Interest                       December 2005
         Class MT1A27IO Interest                       January 2006
         Class MT1A28IO Interest                       February 2006
         Class MT1A29IO Interest                       March 2006
         Class MT1A30IO Interest                       April 2006
</Table>


         Class: All Certificates bearing the same Class designation as set forth
in Section 5.01 hereof.

         Class A Certificate Principal Balance: For any date of determination,
the sum of the Class A-1 Certificate Principal Balance and the Class R
Certificate Principal Balance.

         Class A Certificates: The Class A-1 Certificates and Class A-X
Certificates.

         Class A Principal Distribution Amount: With respect to any Distribution
Date (1) prior to the Stepdown Date or any Distribution Date on which a Trigger
Event exists, 100% of the Principal Distribution Amount for such Distribution
Date and (2) on or after the Stepdown Date where a Trigger Event does not exist,
the excess of (A) the Class A Certificate Principal Balance immediately prior to
such Distribution Date over (B) the lesser of (i) 27.50% of the Stated Principal
Balance of the Mortgage Loans as of the end of the immediately preceding Due
Period and (ii) the excess of the Stated Principal Balance of the Mortgage Loans
as of the end of the immediately preceding Due Period over $665,548; provided,
however, that in no event will the Class A Principal Distribution Amount with
respect to any Distribution Date exceed the aggregate Certificate Principal
Balance of the Class A-1 and Class R Certificates.

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

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

         Class A-1 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-1 Pass-Through Rate on
the Class A-1 Certificate Principal Balance as of the first day of such Accrual
Period (after giving effect to all distributions of principal made or deemed to
be made as of such first day) plus the Current Interest and Interest
Carryforward Amount portions of any


                                      -7-
<PAGE>

previous distributions on such Class that are recovered as a voidable preference
by a trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated
on such Distribution Date to the Class A-1 Certificates. For purposes of
calculating interest, principal distributions on a Distribution Date will be
deemed to have been made on the first day of the Accrual Period in which such
Distribution Date occurs.

         Class A-1 Interest Carryforward Amount: As of any Distribution Date,
the sum of (1) the excess of (A) the Class A-1 Current Interest with respect to
prior Distribution Dates (excluding any Floating Rate Certificate Carryover for
the Class A-1 Certificates) over (B) the amount actually distributed to the
Class A-1 Certificates with respect to Class A-1 Current Interest and Class A-1
Current Interest Carryforward Amounts on such prior Distribution Dates and (2)
interest on such excess (to the extent permitted by applicable law) at the Class
A-1 Pass-Through Rate for the related Accrual Period.

         Class A-1 Margin: As of any Distribution Date up to and including the
Optional Termination Date for the Certificates, 0.500% per annum and, as of any
Distribution Date after the Optional Termination Date, 1.000% per annum.

         Class A-1 Pass-Through Rate: For the first Distribution Date, 1.620%
per annum. As of any Distribution Date thereafter, the lesser of (1) One-Month
LIBOR plus the Class A-1 Margin and (2) the Available Funds Cap for such
Distribution Date.

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

         Class A-X Certificate Notional Amount: As of any date of determination,
the aggregate Certificate Notional Amount of the Class A-X Certificates which
shall equal (A) with respect to any date of determination prior to April 2006,
the lesser of (1) the amount described on the Class A-X Notional Balance
Schedule for such date of determination and (2) the aggregate Stated Principal
Balance of the Mortgage Loans as of the related due period and (B) with respect
to any date of determination on or after May 2006, zero.

         Class A-X Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-X Pass-Through Rate on
the Class A-X Certificate Notional Balance as of the first day of such Accrual
Period (after giving effect to all distributions of principal made or deemed to
be made as of such first day) plus the Current Interest and Interest
Carryforward Amount portions of any previous distributions on such Class that
are recovered as a voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated on such Distribution Date to the
Class A-X Certificates. For purposes of calculating interest, principal
distributions on a Distribution Date will be deemed to have been made on the
first day of the Accrual Period in which such Distribution Date occurs.

         Class A-X Interest Carryforward Amount: As of any Distribution Date,
the sum of (1) the excess of (A) the Class A-X Current Interest with respect to
prior Distribution Dates (over (B) the amount actually distributed to the Class
A-X Certificates with respect to Class A-X Current Interest and Class A-X
Current Interest Carryforward Amounts on such prior Distribution Dates and (2)
interest on such excess (to the extent permitted by applicable law) at the Class
A-X Pass-Through Rate for the related Accrual Period.

         Class A-X Notional Balance Schedule: The schedule set forth below.


                                      -8-
<PAGE>

<Table>
<Caption>
          DISTRIBUTION DATE            NOTIONAL BALANCE SCHEDULE ($)
          -----------------            -----------------------------
<S>                                    <C>
          November 25, 2003                    13,745,000.00
          December 25, 2003                    13,508,017.24
          January 25, 2004                     13,271,034.48
          February 25, 2004                    13,034,051.72
          March 25, 2004                       12,797,068.97
          April 25, 2004                       12,560,086.21
          May 25, 2004                         12,323,103.45
          June 25, 2004                        12,086,120.69
          July 25, 2004                        11,849,137.93
          August 25, 2004                      11,612,155.17
          September 25, 2004                   11,375,172.41
          October 25, 2004                     11,138,189.66
          November 25, 2004                    10,901,206.90
          December 25, 2004                    10,664,224.14
          January 25, 2005                     10,427,241.38
          February 25, 2005                    10,190,258.62
          March 25, 2005                        9,953,275.86
          April 25, 2005                        9,716,293.10
          May 25, 2005                          9,479,310.34
          June 25, 2005                         9,242,327.59
          July 25, 2005                         9,005,344.83
          August 25, 2005                       8,768,362.07
          September 25, 2005                    8,531,379.31
          October 25, 2005                      8,294,396.55
          November 25, 2005                     8,057,413.79
          December 25, 2005                     7,820,431.03
          January 25, 2006                      7,583,448.28
          February 25, 2006                     7,346,465.52
          March 25, 2006                        7,109,482.76
          April 25, 2006                        6,872,500.00
          May 25, 2006 and thereafter                   0.00
</Table>

         Class A-X Pass-Through Rate: As of any Distribution Date, the lesser of
(i) 10.000% per annum and (ii) the Net WAC.

         Class B Certificates: The Class B-1 Certificates, Class B-2
Certificates and Class B-3 Certificates.

         Class B-1 Applied Realized Loss Amount: As of any Distribution Date,
the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans
which have been applied to the reduction of the Certificate Principal Balance of
the Class B-1 Certificates.

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

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

         Class B-1 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-1 Pass-Through Rate on
the Class B-1 Certificate Principal Balance as of the first day of such Accrual
Period (after giving effect to all distributions of principal made or deemed to

                                      -9-
<PAGE>


be made as of such first day) plus the Current Interest and Interest
Carryforward Amount portions of any previous distributions on such Class that
are recovered as a voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated on such Distribution Date to the
Class B-1 Certificates. For purposes of calculating interest, principal
distributions on a Distribution Date will be deemed to have been made on the
first day of the Accrual Period in which such Distribution Date occurs.

         Class B-1 Interest Carryforward Amount: As of any Distribution Date,
the sum of (1) the excess of (A) the Class B-1 Current Interest with respect to
prior Distribution Dates (excluding any Floating Rate Certificate Carryover for
the Class B-1 Certificates) over (B) the amount actually distributed to the
Class B-1 Certificates with respect to Class B-1 Current Interest and Class B-1
Current Interest Carryforward Amounts on such prior Distribution Dates and (2)
interest on such excess (to the extent permitted by applicable law) at the Class
B-1 Pass-Through Rate for the related Accrual Period.

         Class B-1 Pass-Through Rate: As of any Distribution Date, the lesser of
(1) 7.365% per annum and (2) the Available Funds Cap for such Distribution Date.

         Class B-1 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount for such Distribution Date if the Class A Certificate
Principal Balance, the Class M-1 Certificate Principal Balance and the Class M-2
Certificate Principal Balance have been reduced to zero and a Trigger Event
exists, or as long as a Trigger Event does not exist, the excess of (1) the sum
of (A) the Class A Certificate Principal Balance (after taking into account
distributions of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class M-1 Certificate Principal Balance (after taking into
account distributions of the Class M-1 Principal Distribution Amount on such
Distribution Date), (C) the Class M-2 Certificate Principal Balance (after
taking into account distributions of the Class M-2 Principal Distribution Amount
on such Distribution Date) and (D) the Class B-1 Certificate Principal Balance
immediately prior to such Distribution Date over (2) the lesser of (A) 78.50% of
the Stated Principal Balances of the Mortgage Loans as of the end of the
immediately preceding Due Period and (B) the excess of the Stated Principal
Balances of the Mortgage Loans as of the end of the immediately preceding Due
Period over $665,548; provided, however, that on any Distribution Date prior to
the Stepdown Date on which the Class A Certificate Principal Balance, the Class
M-1 Certificate Principal Balance and the Class M-2 Certificate Principal
Balance have been reduced to zero, the Class B-1 Principal Distribution Amount
for such Distribution Date will equal the lesser of (A) the outstanding Class
B-1 Certificate Principal Balance and (B) 100% of the Principal Distribution
Amount remaining after any distributions on such Class A-1, Class R, Class M-1
and Class M-2 Certificates; and provided further, however, that in no event will
the Class B-1 Principal Distribution Amount with respect to any Distribution
Date exceed the Class B-1 Certificate Principal Balance.

         Class B-1 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-1 Applied Realized Loss Amount over (2) the sum of all
distributions in reduction of the Class B-1 Applied Realized Loss Amounts on all
previous Distribution Dates.

         Class B-2 Applied Realized Loss Amount: As of any Distribution Date,
the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans
which have been applied to the reduction of the Certificate Principal Balance of
the Class B-2 Certificates.

         Class B-2 Certificate: Any Certificate designated as a "Class B-2
Certificate" on the face thereof, in the form of Exhibit A hereto, representing
the right to distributions as set forth herein.

         Class B-2 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the Class B-2
Certificates.


                                      -10-
<PAGE>

         Class B-2 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-2 Pass-Through Rate on
the Class B-2 Certificate Principal Balance as of the first day of such Accrual
Period (after giving effect to all distributions of principal made or deemed to
be made as of such first day) plus the Current Interest and Interest
Carryforward Amount portions of any previous distributions on such Class that
are recovered as a voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated on such Distribution Date to the
Class B-2 Certificates. For purposes of calculating interest, principal
distributions on a Distribution Date will be deemed to have been made on the
first day of the Accrual Period in which such Distribution Date occurs.

         Class B-2 Interest Carryforward Amount: As of any Distribution Date,
the sum of (1) the excess of (A) the Class B-2 Current Interest with respect to
prior Distribution Dates (excluding any Floating Rate Certificate Carryover for
the Class B-2 Certificates) over (B) the amount actually distributed to the
Class B-2 Certificates with respect to Class B-2 Current Interest and Class B-2
Current Interest Carryforward Amounts on such prior Distribution Dates and (2)
interest on such excess (to the extent permitted by applicable law) at the Class
B-2 Pass-Through Rate for the related Accrual Period.

         Class B-2 Pass-Through Rate: As of any Distribution Date, the lesser of
(1) 7.500% per annum and (2) the Available Funds Cap for such Distribution Date.

         Class B-2 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount for such Distribution Date if the Class A Certificate
Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2
Certificate Principal Balance and the Class B-1 Certificate Principal Balance
have been reduced to zero and a Trigger Event exists, or as long as a Trigger
Event does not exist, the excess of (1) the sum of (A) the Class A Certificate
Principal Balance (after taking into account distributions of the Class A
Principal Distribution Amount on such Distribution Date), (B) the Class M-1
Certificate Principal Balance (after taking into account distributions of the
Class M-1 Principal Distribution Amount on such Distribution Date), (C) the
Class M-2 Certificate Principal Balance (after taking into account distributions
of the Class M-2 Principal Distribution Amount on such Distribution Date), (D)
the Class B-1 Certificate Principal Balance (after taking into account
distributions of the Class B-1 Principal Distribution Amount on such
Distribution Date) and (E) the Class B-2 Certificate Principal Balance
immediately prior to such Distribution Date over (2) the lesser of (A) 82.30% of
the Stated Principal Balances of the Mortgage Loans as of the end of the
immediately preceding Due Period and (B) the excess of the Stated Principal
Balances of the Mortgage Loans as of the end of the immediately preceding Due
Period over $665,548; provided, however, that on any Distribution Date prior to
the Stepdown Date on which the Class A Certificate Principal Balance, the Class
M-1 Certificate Principal Balance, the Class M-2 Certificate Principal Balance
and the Class B-1 Principal Distribution Amount have been reduced to zero, the
Class B-2 Principal Distribution Amount for such Distribution Date will equal
the lesser of (A) the outstanding Class B-2 Principal Distribution Amount and
(B) 100% of the Principal Distribution Amount remaining after any distributions
on such Class A-1, Class R, Class M-1, Class M-2 and Class B-1 Certificates; and
provided further, however, that in no event will the Class B-2 Principal
Distribution Amount with respect to any Distribution Date exceed the Class B-2
Certificate Principal Balance.

         Class B-2 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-2 Applied Realized Loss Amount over (2) the sum of all
distributions in reduction of the Class B-2 Applied Realized Loss Amounts on all
previous Distribution Dates.

         Class B-3 Applied Realized Loss Amount: As of any Distribution Date,
the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans
which have been applied to the reduction of the Certificate Principal Balance of
the Class B-3 Certificates.


                                      -11-
<PAGE>

         Class B-3 Certificate: Any Certificate designated as a "Class B-3
Certificate" on the face thereof, in the form of Exhibit A hereto, representing
the right to distributions as set forth herein.

         Class B-3 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the Class B-3
Certificates.

         Class B-3 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-3 Pass-Through Rate on
the Class B-3 Certificate Principal Balance as of the first day of such Accrual
Period (after giving effect to all distributions of principal made or deemed to
be made as of such first day) plus the Current Interest and Interest
Carryforward Amount portions of any previous distributions on such Class that
are recovered as a voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated on such Distribution Date to the
Class B-3 Certificates. For purposes of calculating interest, principal
distributions on a Distribution Date will be deemed to have been made on the
first day of the Accrual Period in which such Distribution Date occurs.

         Class B-3 Interest Carryforward Amount: As of any Distribution Date,
the sum of (1) the excess of (A) the Class B-3 Current Interest with respect to
prior Distribution Dates (excluding any Floating Rate Certificate Carryover
Class B-3 Certificates) over (B) the amount actually distributed to the Class
B-3 Certificates with respect to Class B-3 Current Interest and Class B-3
Current Interest Carryforward Amounts on such prior Distribution Dates and (2)
interest on such excess (to the extent permitted by applicable law) at the Class
B-3 Pass-Through Rate for the related Accrual Period.

         Class B-3 Pass-Through Rate: As of any Distribution Date, the lesser of
(1) 8.000% per annum and (2) the Available Funds Cap for such Distribution Date.

         Class B-3 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount for such Distribution Date if the Class A Certificate
Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2
Certificate Principal Balance, the Class B-1 Certificate Principal Balance and
the Class B-2 Certificate Principal Balance have been reduced to zero and a
Trigger Event exists, or as long as a Trigger Event does not exist, the excess
of (1) the sum of (A) the Class A Certificate Principal Balance (after taking
into account distributions of the Class A Principal Distribution Amount on such
Distribution Date), (B) the Class M-1 Certificate Principal Balance (after
taking into account distributions of the Class M-1 Principal Distribution Amount
on such Distribution Date), (C) the Class M-2 Certificate Principal Balance
(after taking into account distributions of the Class M-2 Principal Distribution
Amount on such Distribution Date), (D) the Class B-1 Certificate Principal
Balance (after taking into account distributions of the Class B-1 Principal
Distribution Amount on such Distribution Date), (E) the Class B-2 Certificate
Principal Balance (after taking into account distributions of the Class B-2
Principal Distribution Amount on such Distribution Date) and (F) the Class B-3
Certificate Principal Balance immediately prior to such Distribution Date over
(2) the lesser of (A) 92.00% of the Stated Principal Balances of the Mortgage
Loans as of the end of the immediately preceding Due Period and (B) the excess
of the Stated Principal Balances of the Mortgage Loans as of the end of the
immediately preceding Due Period over $665,548; provided, however, that on any
Distribution Date prior to the Stepdown Date on which the Class A Certificate
Principal Balance, the Class M-1 Certificate Principal Balance, the Class M-2
Certificate Principal Balance, the Class B-1 Principal Distribution Amount and
the Class B-2 Principal Distribution Amount have been reduced to zero, the Class
B-3 Principal Distribution Amount for such Distribution Date will equal the
lesser of (A) the outstanding Class B-3 Certificate Principal Balance and (B)
100% of the Principal Distribution Amount remaining after any distributions on
such Class A-1, Class R, Class M-1, Class M-2, Class B-1 and Class B-2
Certificates; and provided further, however, that in no event will the Class B-3
Principal Distribution Amount with respect to any Distribution Date exceed the
Class B-3 Certificate Principal Balance.


                                      -12-
<PAGE>


         Class B-3 Turbo Event: The situation that exists when the sum of (a)
the excess of the aggregate Stated Principal Balance of the Mortgage Loans over
the Aggregate Certificate Principal Balance of the Certificates (other than the
Class X Certificates) and (b) the Class B-3 Certificate Principal Balance equals
or exceeds $11,780,207 or after the Stepdown Date, 17.70% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the end of the immediately
preceding Due Period.

         Class B-3 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-3 Applied Realized Loss Amount over (2) the sum of all
distributions in reduction of the Class B-3 Applied Realized Loss Amounts on all
previous Distribution Dates.

         Class LTA1 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA2 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA3 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA4 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.75 and an
interest rate equal to the Net WAC.

         Class LTA5 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA6 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA7 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA8 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA9 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA10 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA11 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.75 and an
interest rate equal to the Net WAC.

         Class LTA12 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA13 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA14 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.


                                      -13-
<PAGE>

         Class LTA15 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA16 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA17 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA18 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA19 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.75 and an
interest rate equal to the Net WAC.

         Class LTA20 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA21 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA22 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA23 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA24 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA25 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA26 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.75 and an
interest rate equal to the Net WAC.

         Class LTA27 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA28 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA29 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $236,982.76 and an
interest rate equal to the Net WAC.

         Class LTA30 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $6,872,500.00 and an
interest rate equal to the Net WAC.

         Class LTB Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to $119,364,685.61 and an
interest rate equal to the Net WAC.

         Class LTR Interest: The sole class of "residual interest" in the Lower
Tier REMIC.


                                      -14-
<PAGE>


         Class M Certificates: The Class M-1 Certificates and Class M-2
Certificates.

         Class M-1 Applied Realized Loss Amount: As of any Distribution Date,
the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans
which have been applied to the reduction of the Certificate Principal Balance of
the Class M-1 Certificates.

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

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

         Class M-1 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-1 Pass-Through Rate on
the Class M-1 Certificate Principal Balance as of the first day of such Accrual
Period (after giving effect to all distributions of principal made or deemed to
be made as of such first day) plus the Current Interest and Interest
Carryforward Amount portions of any previous distributions on such Class that
are recovered as a voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated on such Distribution Date to the
Class M-1 Certificates. For purposes of calculating interest, principal
distributions on a Distribution Date will be deemed to have been made on the
first day of the Accrual Period in which such Distribution Date occurs.

         Class M-1 Interest Carryforward Amount: As of any Distribution Date,
the sum of (1) the excess of (A) the Class M-1 Current Interest with respect to
prior Distribution Dates (excluding any Floating Rate Certificate Carryover for
the Class M-1 Certificates) over (B) the amount actually distributed to the
Class M-1 Certificates with respect to Class M-1 Current Interest and Class M-1
Current Interest Carryforward Amounts on such prior Distribution Dates and (2)
interest on such excess (to the extent permitted by applicable law) at the Class
M-1 Pass-Through Rate for the related Accrual Period.

         Class M-1 Margin: As of any Distribution Date up to and including the
Optional Termination Date for the Certificates, 1.000% per annum and, as of any
Distribution Date after the Optional Termination Date, 1.500% per annum.

         Class M-1 Pass-Through Rate: For the first Distribution Date, 2.120%
per annum. As of any Distribution Date thereafter, the lesser of (1) One-Month
LIBOR plus the Class M-1 Margin and (2) the Available Funds Cap for such
Distribution Date.

         Class M-1 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount for such Distribution Date if the Class A Certificate
Principal Balance has been reduced to zero and a Trigger Event exists, or as
long as a Trigger Event does not exist, the excess of (1) the sum of (A) the
Class A Certificate Principal Balance (after taking into account distributions
of the Class A Principal Distribution Amount on such Distribution Date) and (B)
the Class M-1 Certificate Principal Balance immediately prior to such
Distribution Date over (2) the lesser of (A) 49.00% of the Stated Principal
Balances of the Mortgage Loans as of the end of the immediately preceding Due
Period and (B) the excess of the Stated Principal Balances for the Mortgage
Loans as of the end of the immediately preceding Due Period over $665,548.
Notwithstanding the foregoing, (I) on any Distribution Date prior to the
Stepdown Date on which the Certificate Principal Balance of each Class of Class
A Certificates has been reduced to zero, the Class M-1 Principal Distribution
Amount will equal the lesser of (x) the outstanding Class M-1 Certificate
Principal Balance and (y) 100% of the Principal Distribution Amount remaining
after any distributions on such Class A-1 and Class R Certificates and (II) in
no event will the Class M-1 Principal Distribution Amount with respect to any
Distribution Date exceed the Class M-1 Certificate Principal Balance.


                                      -15-
<PAGE>

         Class M-1 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-1 Applied Realized Loss Amount over (2) the sum of all
distributions in reduction of the Class M-1 Applied Realized Loss Amounts on all
previous Distribution Dates.

         Class M-2 Applied Realized Loss Amount: As of any Distribution Date,
the sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans
which have been applied to the reduction of the Certificate Principal Balance of
the Class M-2 Certificates.

         Class M-2 Certificate: Any Certificate designated as a "Class M-2
Certificate" on the face thereof, in the form of Exhibit A hereto, representing
the right to distributions as set forth herein.

         Class M-2 Certificate Principal Balance: As of any date of
determination, the aggregate Certificate Principal Balance of the Class M-2
Certificates.

         Class M-2 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-2 Pass-Through Rate on
the Class M-2 Certificate Principal Balance as of the first day of such Accrual
Period (after giving effect to all distributions of principal made or deemed to
be made as of such first day) plus the Current Interest and Interest
Carryforward Amount portions of any previous distributions on such Class that
are recovered as a voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated on such Distribution Date to the
Class M-2 Certificates. For purposes of calculating interest, principal
distributions on a Distribution Date will be deemed to have been made on the
first day of the Accrual Period in which such Distribution Date occurs.

         Class M-2 Interest Carryforward Amount: As of any Distribution Date,
the sum of (1) the excess of (A) the Class M-2 Current Interest with respect to
prior Distribution Dates (excluding any Floating Rate Certificate Carryover for
the Class M-2 Certificates) over (B) the amount actually distributed to the
Class M-2 Certificates with respect to Class M-2 Current Interest and Class M-2
Current Interest Carryforward Amounts on such prior Distribution Dates and (2)
interest on such excess (to the extent permitted by applicable law) at the Class
M-2 Pass-Through Rate for the related Accrual Period.

         Class M-2 Margin: As of any Distribution Date up to and including the
Optional Termination Date for the Certificates, 2.050% per annum and, as of any
Distribution Date after the Optional Termination Date, 3.075% per annum.

         Class M-2 Pass-Through Rate: For the first Distribution Date, 3.170%
per annum. As of any Distribution Date thereafter, the lesser of (1) One-Month
LIBOR plus the Class M-2 Margin and (2) the Available Funds Cap for such
Distribution Date.

         Class M-2 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown Date, 100% of the Principal
Distribution Amount for such Distribution Date if the Class A Certificate
Principal Balance and the Class M-1 Certificate Principal Balance have been
reduced to zero and a Trigger Event exists, or as long as a Trigger Event does
not exist, the excess of (1) the sum of (A) the Class A Certificate Principal
Balance (after taking into account distributions of the Class A Principal
Distribution Amount on such Distribution Date), (B) the Class M-1 Certificate
Principal Balance (after taking into account distributions of the Class M-1
Principal Distribution Amount on such Distribution Date) and (C) the Class M-2
Certificate Principal Balance immediately prior to such Distribution Date over
(2) the lesser of (A) 65.00% of the Stated Principal Balances of the Mortgage
Loans as of the end of the immediately preceding Due Period and (B) the excess
of the Stated Principal Balances of the Mortgage Loans as of the end of the
immediately preceding Due Period over $665,548. Notwithstanding the foregoing,
(I) on any Distribution Date prior to the Stepdown Date on which the Certificate
Principal Balance of each Class of Class A Certificates and the Class M-1
Certificates has been reduced to zero, the


                                      -16-
<PAGE>

Class M-2 Principal Distribution Amount will equal the lesser of (x) the
outstanding Class M-2 Certificate Principal Balance and (y) 100% of the
Principal Distribution Amount remaining after any distributions on such Class
A-1, Class R and Class M-1 Certificates and (II) in no event will the Class M-2
Principal Distribution Amount with respect to any Distribution Date exceed the
Class M-2 Certificate Principal Balance.

         Class M-2 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-2 Applied Realized Loss Amount over (2) the sum of all
distributions in reduction of the Class M-2 Applied Realized Loss Amounts on all
previous Distribution Dates.

         Class MT1A1 Interest: An uncertificated regular interest in Middle Tier
REMIC 1 with an initial principal balance equal to the initial principal balance
of its Corresponding Lower Tier REMIC Interest and an interest rate, for each
Distribution Date on or prior to its Change Date, equal to the Net WAC minus
10.00%, subject to a floor of 0%, and for subsequent Distribution Dates, equal
to the Net WAC; provided, however, that for any Distribution Date on or prior to
the Change Date on which the principal balance of this interest is greater than
the principal balance of the Corresponding Lower Tier REMIC Interest, the
interest rate on this interest shall be the Net WAC.

         Class MT1A2 Interest: An uncertificated regular interest in Middle Tier
REMIC 1 with an initial principal balance equal to the initial principal balance
of its Corresponding Lower Tier REMIC Interest and an interest rate, for each
Distribution Date on or prior to its Change Date, equal to the Net WAC minus
10.00%, subject to a floor of 0%, and for subsequent Distribution Dates, equal
to the Net WAC; provided, however, that for any Distribution Date on or prior to
the Change Date on which the principal balance of this interest is greater than
the principal balance of the Corresponding Lower Tier REMIC Interest, the
interest rate on this interest shall be the Net WAC.

         Class MT1A3 Interest: An uncertificated regular interest in Middle Tier
REMIC 1 with an initial principal balance equal to the initial principal balance
of its Corresponding Lower Tier REMIC Interest and an interest rate, for each
Distribution Date on or prior to its Change Date, equal to the Net WAC minus
10.00%, subject to a floor of 0%, and for subsequent Distribution Dates, equal
to the Net WAC; provided, however, that for any Distribution Date on or prior to
the Change Date on which the principal balance of this interest is greater than
the principal balance of the Corresponding Lower Tier REMIC Interest, the
interest rate on this interest shall be the Net WAC.

         Class MT1A4 Interest: An uncertificated regular interest in Middle Tier
REMIC 1 with an initial principal balance equal to the initial principal balance
of its Corresponding Lower Tier REMIC Interest and an interest rate, for each
Distribution Date on or prior to its Change Date, equal to the Net WAC minus
10.00%, subject to a floor of 0%, and for subsequent Distribution Dates, equal
to the Net WAC; provided, however, that for any Distribution Date on or prior to
the Change Date on which the principal balance of this interest is greater than
the principal balance of the Corresponding Lower Tier REMIC Interest, the
interest rate on this interest shall be the Net WAC.

         Class MT1A5 Interest: An uncertificated regular interest in Middle Tier
REMIC 1 with an initial principal balance equal to the initial principal balance
of its Corresponding Lower Tier REMIC Interest and an interest rate, for each
Distribution Date on or prior to its Change Date, equal to the Net WAC minus
10.00%, subject to a floor of 0%, and for subsequent Distribution Dates, equal
to the Net WAC; provided, however, that for any Distribution Date on or prior to
the Change Date on which the principal balance of this interest is greater than
the principal balance of the Corresponding Lower Tier REMIC Interest, the
interest rate on this interest shall be the Net WAC.


                                      -17-
<PAGE>

         Class MT1A6 Interest: An uncertificated regular interest in Middle Tier
REMIC 1 with an initial principal balance equal to the initial principal balance
of its Corresponding Lower Tier REMIC Interest and an interest rate, for each
Distribution Date on or prior to its Change Date, equal to the Net WAC minus
10.00%, subject to a floor of 0%, and for subsequent Distribution Dates, equal
to the Net WAC; provided, however, that for any Distribution Date on or prior to
the Change Date on which the principal balance of this interest is greater than
the principal balance of the Corresponding Lower Tier REMIC Interest, the
interest rate on this interest shall be the Net WAC.

         Class MT1A7 Interest: An uncertificated regular interest in Middle Tier
REMIC 1 with an initial principal balance equal to the initial principal balance
of its Corresponding Lower Tier REMIC Interest and an interest rate, for each
Distribution Date on or prior to its Change Date, equal to the Net WAC minus
10.00%, subject to a floor of 0%, and for subsequent Distribution Dates, equal
to the Net WAC; provided, however, that for any Distribution Date on or prior to
the Change Date on which the principal balance of this interest is greater than
the principal balance of the Corresponding Lower Tier REMIC Interest, the
interest rate on this interest shall be the Net WAC.

         Class MT1A8 Interest: An uncertificated regular interest in Middle Tier
REMIC 1 with an initial principal balance equal to the initial principal balance
of its Corresponding Lower Tier REMIC Interest and an interest rate, for each
Distribution Date on or prior to its Change Date, equal to the Net WAC minus
10.00%, subject to a floor of 0%, and for subsequent Distribution Dates, equal
to the Net WAC; provided, however, that for any Distribution Date on or prior to
the Change Date on which the principal balance of this interest is greater than
the principal balance of the Corresponding Lower Tier REMIC Interest, the
interest rate on this interest shall be the Net WAC.

         Class MT1A9 Interest: An uncertificated regular interest in Middle Tier
REMIC 1 with an initial principal balance equal to the initial principal balance
of its Corresponding Lower Tier REMIC Interest and an interest rate, for each
Distribution Date on or prior to its Change Date, equal to the Net WAC minus
10.00%, subject to a floor of 0%, and for subsequent Distribution Dates, equal
to the Net WAC; provided, however, that for any Distribution Date on or prior to
the Change Date on which the principal balance of this interest is greater than
the principal balance of the Corresponding Lower Tier REMIC Interest, the
interest rate on this interest shall be the Net WAC.

         Class MT1A10 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A11 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A12 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net


                                      -18-
<PAGE>


WAC minus 10.00%, subject to a floor of 0%, and for subsequent Distribution
Dates, equal to the Net WAC; provided, however, that for any Distribution Date
on or prior to the Change Date on which the principal balance of this interest
is greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A13 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A14 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A15 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A16 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A17 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A18 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the


                                      -19-
<PAGE>

principal balance of this interest is greater than the principal balance of the
Corresponding Lower Tier REMIC Interest, the interest rate on this interest
shall be the Net WAC.

         Class MT1A19 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A20 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A21 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A22 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A23 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A24 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.


                                      -20-
<PAGE>


         Class MT1A25 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A26 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A27 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A28 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A29 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A30 Interest: An uncertificated regular interest in Middle
Tier REMIC 1 with an initial principal balance equal to the initial principal
balance of its Corresponding Lower Tier REMIC Interest and an interest rate, for
each Distribution Date on or prior to its Change Date, equal to the Net WAC
minus 10.00%, subject to a floor of 0%, and for subsequent Distribution Dates,
equal to the Net WAC; provided, however, that for any Distribution Date on or
prior to the Change Date on which the principal balance of this interest is
greater than the principal balance of the Corresponding Lower Tier REMIC
Interest, the interest rate on this interest shall be the Net WAC.

         Class MT1A1IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional


                                      -21-
<PAGE>


principal amount, for each Distribution Date on or prior to its Change Date,
equal to the principal amount of its Corresponding Lower Tier REMIC Interest,
and for subsequent Distribution Dates, equal to zero.

         Class MT1A2IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A3IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A4IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A5IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A6IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A7IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A8IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A9IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A10IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A11IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional


                                      -22-
<PAGE>


principal amount, for each Distribution Date on or prior to its Change Date,
equal to the principal amount of its Corresponding Lower Tier REMIC Interest,
and for subsequent Distribution Dates, equal to zero.

         Class MT1A12IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A13IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A14IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A15IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A16IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A17IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A18IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A19IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A20IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A21IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional


                                      -23-
<PAGE>

principal amount, for each Distribution Date on or prior to its Change Date,
equal to the principal amount of its Corresponding Lower Tier REMIC Interest,
and for subsequent Distribution Dates, equal to zero.

         Class MT1A22IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A23IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A24IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A25IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A26IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A27IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A28IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A29IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1A30IO Interest: An uncertificated "interest only" regular
interest in Middle Tier REMIC 1 with an interest rate equal to the lesser of (i)
10.00% and (ii) the Net WAC and a notional principal amount, for each
Distribution Date on or prior to its Change Date, equal to the principal amount
of its Corresponding Lower Tier REMIC Interest, and for subsequent Distribution
Dates, equal to zero.

         Class MT1B Interest: An uncertificated regular interest in Middle Tier
REMIC 1 with an initial principal balance equal to the initial principal balance
of the Class LTB Interest and an interest rate equal to the Net WAC.


                                      -24-
<PAGE>

         Class MT1R Interest: The sole class of "residual interest" in Middle
Tier REMIC 1.

         Class MT2A Interest: An uncertificated regular interest in Middle Tier
REMIC 2 with an initial principal balance equal to 1/2 of the initial principal
balance of its Corresponding Upper Tier REMIC Interests and an interest rate
equal to the Adjusted Net WAC.

         Class MT2B-1 Interest: An uncertificated regular interest in Middle
Tier REMIC 2 with an initial principal balance equal to 1/2 of the initial
principal balance of its Corresponding Upper Tier REMIC Interest and an interest
rate equal to the Adjusted Net WAC.

         Class MT2B-2 Interest: An uncertificated regular interest in Middle
Tier REMIC 2 with an initial principal balance equal to 1/2 of the initial
principal balance of the corresponding Upper Tier REMIC Interest and an interest
rate equal to the Adjusted Net WAC.

         Class MT2B-3 Interest: An uncertificated regular interest in Middle
Tier REMIC 2 with an initial principal balance equal to 1/2 of the initial
principal balance of the corresponding Upper Tier REMIC Interest and an interest
rate equal to the Adjusted Net WAC.

         Class MT2M-1 Interest: An uncertificated regular interest in Middle
Tier REMIC 2 with an initial principal balance equal to 1/2 of the initial
principal balance of its Corresponding Upper Tier REMIC Interest and an interest
rate equal to the Adjusted Net WAC.

         Class MT2M-2 Interest: An uncertificated regular interest in Middle
Tier REMIC 2 with an initial principal balance equal to 1/2 of the initial
principal balance of its Corresponding Upper Tier REMIC Interest and an interest
rate equal to the Adjusted Net WAC.

         Class MT2R Interest: The sole class of "residual interest" in Middle
Tier REMIC 2.

         Class MT2X Interest: An uncertificated regular interest in Middle Tier
REMIC 2 with an initial principal balance equal to the excess of (i) the
aggregate principal balances of the Mortgage Loans over (ii) the aggregate
principal balances of Middle Tier REMIC 2 Marker Classes and an interest rate
equal to the Adjusted Net WAC.

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

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

         Class R Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class R Certificate.

         Class R Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class R Pass-Through Rate on
the Class R Certificate Principal Balance as of the first day of such Accrual
Period (after giving effect to all distributions of principal made or deemed to
be made as of such first day) plus the Current Interest and Interest
Carryforward Amount portions of any previous distributions on such Class that
are recovered as a voidable preference by a trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated on such Distribution Date to the
Class R Certificate. For purposes of calculating interest, principal
distributions on a Distribution Date will be deemed to have been made on the
first day of the Accrual Period in which such Distribution Date occurs.


                                      -25-
<PAGE>

         Class R Interest Carryforward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class R Current Interest with respect to prior
Distribution Dates (excluding any Floating Rate Certificate Carryover for the
Class R Certificate) over (B) the amount actually distributed to the Class R
Certificate with respect to Class R Current Interest and Class R Interest
Carryforward Amounts on such prior Distribution Dates and (2) interest on such
excess (to the extent permitted by applicable law) at the Class R Pass-Through
Rate for the related Accrual Period.

         Class R Margin: As of any Distribution Date up to and including the
Optional Termination Date for the Certificates, 0.500% per annum and, as of any
Distribution Date after the Optional Termination Date, 1.000% per annum.

         Class R Pass-Through Rate: For the first Distribution Date, 1.620% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class R Margin and (2) the Available Funds Cap for such Distribution
Date.

         Class UTA Interest: An uncertificated regular interest in the Upper
Tier REMIC with an initial principal balance equal to the initial principal
balance of the Related Certificates and bearing interest at the lesser of (i)
One-Month LIBOR plus the Class A Margin and (ii) the Adjusted Net WAC. For the
first Distribution Date, the percentage described in clause (i) of the preceding
sentence will equal 1.620%.

         Class UTB-1 Interest: An uncertificated regular interest in the Upper
Tier REMIC with an initial principal balance equal to the initial principal
balance of the Related Certificates and bearing interest at the lesser of (i)
7.365% and (ii) the Adjusted Net WAC.

         Class UTB-2 Interest: An uncertificated regular interest in the
Upper-Tier REMIC with an initial principal balance equal to the initial
principal balance of the Related Certificates and bearing interest at the lesser
of (i) 7.500% and (ii) the Adjusted Net WAC.

         Class UTB-3 Interest: An uncertificated regular interest in the
Upper-Tier REMIC with an initial principal balance equal to the initial
principal balance of the Related Certificates and bearing interest at the lesser
of (i) 8.000% and (ii) the Adjusted Net WAC.

         Class UTM-1 Interest: An uncertificated regular interest in the Upper
Tier REMIC with an initial principal balance equal to the initial principal
balance of the Related Certificates and bearing interest at the lesser of (i)
One-Month LIBOR plus the Class M-1 Margin and (ii) the Adjusted Net WAC. For the
first Distribution Date, the percentage described in clause (i) of the preceding
sentence will equal 2.120%.

         Class UTM-2 Interest: An uncertificated regular interest in the Upper
Tier REMIC with an initial principal balance equal to the initial principal
balance of the Related Certificates and bearing interest at the lesser of (i)
One-Month LIBOR plus the Class M-2 Margin and (ii) the Adjusted Net WAC. For the
first Distribution Date, the percentage described in clause (i) of the preceding
sentence will equal 3.170%.

         Class UTX Interest: An uncertificated regular interest in the Upper
Tier REMIC with an initial principal balance equal to the excess of the
principal balance of the Mortgage Loans over the aggregate Certificate Principal
Balance of the Class A Certificates, Class B Certificates, Class M-1
Certificates, Class M-2 Certificates and Class R Certificates and bearing
interest on a notional amount equal to the aggregate of the principal balances
of the Middle Tier REMIC 2 Regular Interests at a rate equal to the Class UTX
Interest Rate. The Class UTX Interest will not include any obligation to make
any payments in respect of the interest rate cap contracts described in Section
2.07.


                                      -26-
<PAGE>

         Class UTX Interest Rate: The excess, if any, of (a) the weighted
average of the interest rates on the Middle Tier REMIC 2 Regular Interests over
(b) two times the weighted average of the interest rates on the Middle Tier
REMIC 2 Regular Interests (treating for purposes of this clause (b) the interest
rate on each of the Middle Tier REMIC 2 Marker Classes as being capped at the
interest rate on the Corresponding Upper Tier REMIC Interest (after first
multiplying such interest rate, where the Corresponding Upper Tier REMIC
Interest is any of the Class UTA Interest, the Class UTM-1 Interest or the Class
UTM-2 Interest, by a fraction, the numerator of which is the number of days in
the related Accrual Period for the Related Certificates and the denominator of
which is 30) and treating the Class MT2X Interest as being capped at zero). The
averages described in the preceding sentence shall be weighted on the basis of
the respective principal balances of the Middle Tier REMIC 2 Regular Interests
immediately prior to any date of determination.

         Class X Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans
which have been applied to the reduction of the Certificate Principal Balance of
the Class X Certificates.

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

         Class X Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class X Certificates.

         Class X Distributable Amount: The excess of (x) the sum of (i) the
initial Overcollateralization Amount and (ii) all payments accrued on the Class
UTX Interest, over (y) the sum of (i) all prior distributions to the Class X
Certificates and (ii) all payments treated as distributed by the Upper Tier
REMIC to the Class UTX Interest and then paid to the holders of Offered
Certificates pursuant to an interest rate cap contract as described in Section
2.07(d).

         Class X Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class X Applied Realized Loss Amount over (2) the sum of all
distributions in reduction of the Class X Applied Realized Loss Amounts on all
previous Distribution Dates.

         Closing Date: October 30, 2003.

         Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.

         Collection Account: The separate Eligible Account created and initially
maintained by the Servicer pursuant to Section 3.05(d) in the name of the
Trustee for the benefit of the Certificateholders and designated "Wilshire
Credit Corporation, as servicer for Deutsche Bank National Trust Company, as
Trustee, in trust for registered holders of Terwin Mortgage Trust, Asset-Backed
Certificates, Series TMTS 2003-5SL". Funds in the Collection Account shall be
held in trust for the Certificateholders for the uses and purposes set forth in
this Agreement.

         Combined Loan-to-Value Ratio: The fraction, expressed as a percentage,
the numerator of which is the sum of (1) the original principal balance of the
related Mortgage Loan and (2) any outstanding principal balances of Mortgage
Loans the liens on which are senior to the lien on such related Mortgage Loan
(such sum calculated at the date of origination of such related Mortgage Loan)
and the denominator of which is the lesser of (A) the Appraised Value of the
related Mortgaged Property and (B) the sales price of the related Mortgaged
Property at time of origination.


                                      -27-
<PAGE>


         Compensating Interest: With respect to any Mortgage Loan and any
Distribution Date, an amount equal to the portion of any Prepayment Interest
Shortfalls required to be deposited in the Collection Account by the Servicer
pursuant to Section 4.02 hereof.

         Corresponding Lower Tier Interest: For each Middle Tier REMIC 1
Interest listed below, the Lower Tier REMIC Interest listed opposite such Middle
Tier REMIC 1 Interest below:

<Table>
<Caption>
         Middle Tier REMIC 1 Interest                  Lower Tier REMIC Interest
         ----------------------------                  -------------------------
<S>                                                    <C>
         Class MT1A1 Interest                          Class LTA1 Interest
         Class MT1A2 Interest                          Class LTA2 Interest
         Class MT1A3 Interest                          Class LTA3 Interest
         Class MT1A4 Interest                          Class LTA4 Interest
         Class MT1A5 Interest                          Class LTA5 Interest
         Class MT1A6 Interest                          Class LTA6 Interest
         Class MT1A7 Interest                          Class LTA7 Interest
         Class MT1A8 Interest                          Class LTA8 Interest
         Class MT1A9 Interest                          Class LTA9 Interest
         Class MT1A10 Interest                         Class LTA10 Interest
         Class MT1A11 Interest                         Class LTA11 Interest
         Class MT1A12 Interest                         Class LTA12 Interest
         Class MT1A13 Interest                         Class LTA13 Interest
         Class MT1A14 Interest                         Class LTA14 Interest
         Class MT1A15 Interest                         Class LTA15 Interest
         Class MT1A16 Interest                         Class LTA16 Interest
         Class MT1A17 Interest                         Class LTA17 Interest
         Class MT1A18 Interest                         Class LTA18 Interest
         Class MT1A19 Interest                         Class LTA19 Interest
         Class MT1A20 Interest                         Class LTA20 Interest
         Class MT1A21 Interest                         Class LTA21 Interest
</Table>



                                      -28-
<PAGE>


<Table>
<Caption>
         Middle Tier REMIC 1 Interest                  Lower Tier REMIC Interest
         ----------------------------                  -------------------------
<S>                                                    <C>
         Class MT1A22 Interest                         Class LTA22 Interest
         Class MT1A23 Interest                         Class LTA23 Interest
         Class MT1A24 Interest                         Class LTA24 Interest
         Class MT1A25 Interest                         Class LTA25 Interest
         Class MT1A26 Interest                         Class LTA26 Interest
         Class MT1A27 Interest                         Class LTA27 Interest
         Class MT1A28 Interest                         Class LTA28 Interest
         Class MT1A29 Interest                         Class LTA29 Interest
         Class MT1A30 Interest                         Class LTA30 Interest
         Class MT1A1IO Interest                        Class LTA1 Interest
         Class MT1A2IO Interest                        Class LTA2 Interest
         Class MT1A3IO Interest                        Class LTA3 Interest
         Class MT1A4IO Interest                        Class LTA4 Interest
         Class MT1A5IO Interest                        Class LTA5 Interest
         Class MT1A6IO Interest                        Class LTA6 Interest
         Class MT1A7IO Interest                        Class LTA7 Interest
         Class MT1A8IO Interest                        Class LTA8 Interest
         Class MT1A9IO Interest                        Class LTA9 Interest
         Class MT1A10IO Interest                       Class LTA10 Interest
         Class MT1A11IO Interest                       Class LTA11 Interest
         Class MT1A12IO Interest                       Class LTA12 Interest
         Class MT1A13IO Interest                       Class LTA13 Interest
         Class MT1A14IO Interest                       Class LTA14 Interest
         Class MT1A15IO Interest                       Class LTA15 Interest
         Class MT1A16IO Interest                       Class LTA16 Interest
</Table>


                                      -29-
<PAGE>

<Table>
<Caption>
         Middle Tier REMIC 1 Interest                  Lower Tier REMIC Interest
         ----------------------------                  -------------------------
<S>                                                    <C>
         Class MT1A17IO Interest                       Class LTA17 Interest
         Class MT1A18IO Interest                       Class LTA18 Interest
         Class MT1A19IO Interest                       Class LTA19 Interest
         Class MT1A20IO Interest                       Class LTA20 Interest
         Class MT1A21IO Interest                       Class LTA21 Interest
         Class MT1A22IO Interest                       Class LTA22 Interest
         Class MT1A23IO Interest                       Class LTA23 Interest
         Class MT1A24IO Interest                       Class LTA24 Interest
         Class MT1A25IO Interest                       Class LTA25 Interest
         Class MT1A26IO Interest                       Class LTA26 Interest
         Class MT1A27IO Interest                       Class LTA27 Interest
         Class MT1A28IO Interest                       Class LTA28 Interest
         Class MT1A29IO Interest                       Class LTA29 Interest
         Class MT1A30IO Interest                       Class LTA30 Interest
         </Table>


         Corresponding Upper Tier REMIC Interests: With respect to the Class
MT2A Interest, the Class UTA Interest and the Residual Interest. With respect to
the Class MT2M-1 Interest, the Class UTM-1 Interest. With respect to the Class
MT2M-2 Interest, the Class UTM-2 Interest. With respect to the Class MT2B-1
Interest, the Class UTB-1 Interest. With respect to the Class MT2B-2 Interest,
the Class UTB-2 Interest. With respect to the Class MT2B-3 Interest, the Class
UTB-3 Interest.

         Credit Risk Management Agreement: The agreement between the Servicer
and the Credit Risk Manager dated as of October 30, 2003.

         Credit Risk Manager: The Murrayhill Company, a Colorado corporation, or
its successor in interest.

         Credit Risk Manager Fee: The fee payable on each Distribution Date to
the Credit Risk Manager as compensation for all services rendered by it in
exercise and performance of any of the powers and duties of the Credit Risk
Manager under the Credit Risk Management Agreement, which amount shall equal
one-twelfth of the product of (i) the Credit Risk Manager Fee Rate and (ii) the
Stated Principal Balance of the Mortgage Loans as of the first day of the
related Due Period.

         Credit Risk Manager Fee Rate: 0.0175% per annum.


                                      -30-
<PAGE>


         Current Interest: Any of the Class A-1 Current Interest, the Class A-X
Current Interest, the Class R Current Interest, the Class M-1 Current Interest,
the Class M-2 Current Interest, the Class B-1 Current Interest, the Class B-2
Current Interest, the Class B-3 Current Interest and the Class X Distributable
Amount.

         Cut-off Date: October 1, 2003.

         Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the calendar day
immediately preceding the Cut-off Date after application of all payments of
principal due on or prior to the Cut-off Date, whether or not received, and all
Principal Prepayments received prior to the Cut-off Date, but without giving
effect to any installments of principal received in respect of Due Dates on and
after the Cut-off Date.

         Definitive Certificates: As defined in Section 5.06.

         Definitive Regulation S Global Securities: As defined in Section 5.01.

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

         Delinquent: A Mortgage Loan is "delinquent" if any payment due thereon
is not made pursuant to the terms of such Mortgage Loan by the close of business
on the day such payment is scheduled to be due. A Mortgage Loan is "30 days
delinquent" if such payment has not been received by the close of business on
the corresponding day of the month immediately succeeding the month in which
such payment was due, or, if there is no such corresponding day (e.g., as when a
30-day month follows a 31-day month in which a payment was due on the 31st day
of such month), then on the last day of such immediately succeeding month. With
respect to any Mortgage Loan due on any day other than the first day of the
month, such Mortgage Loan shall be deemed to be due on the first day of the
immediately succeeding month. Similarly for "60 days delinquent," "90 days
delinquent" and so on.

         Denomination: With respect to each Certificate, the amount set forth on
the face thereof as the "Initial Principal Balance of this Certificate."

         Depositor: Merrill Lynch Mortgage Investors, Inc., a Delaware
corporation, or its successor in interest.

         Depository: The initial Depository shall be The Depository Trust
Company ("DTC"), the nominee of which is Cede & Co., or any other organization
registered as a "clearing agency" pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository shall initially be the
registered Holder of the Book-Entry Certificates. The Depository shall at all
times be a "clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York.

         Depository Agreement: With respect to Classes of Book-Entry
Certificates, the agreement among the Trustee, the Securities Administrator and
the initial Depository.

         Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

         Designated Transaction: A transaction in which the assets underlying
the Certificates consist of single-family residential, multi-family residential,
home equity, manufactured housing and/or commercial


                                      -31-
<PAGE>

mortgage obligations that are secured by single-family residential, multi-family
residential, commercial real property or leasehold interests therein.

         Determination Date: With respect to any Distribution Date, the 15th day
of the month of such Distribution Date or, if such 15th day is not a Business
Day, the immediately preceding Business Day.

         Disqualified Organization: (1) the United States, any state or
political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (2) any
organization (other than a cooperative described in Section 521 of the Code)
which is exempt from tax under Chapter 1 of Subtitle A of the Code unless such
organization is subject to the tax imposed by Section 511 of the Code and (3)
any organization described in Section 1381(a)(2)(C) of the Code.

         Distribution Date: The 25th day of each calendar month after the
initial issuance of the Certificates, or if such 25th day is not a Business Day,
the next succeeding Business Day, commencing in November 2003.

         Due Date: With respect to any Distribution Date and any Mortgage Loan,
the day during the related Due Period on which a Scheduled Payment is due.

         Due Period: With respect to any Distribution Date, the period beginning
on the second day of the calendar month preceding the calendar month in which
such Distribution Date occurs (or, in the case of the first Distribution Date,
beginning on the Cut-off Date) and ending on the first day of the month in which
such Distribution Date occurs.

         Eligible Account: An account that is (1) maintained with a depository
institution the long-term unsecured debt obligations of which are rated by each
Rating Agency in one of its two highest rating categories, or (2) maintained
with the corporate trust department of a bank which (A) has a rating of at least
Baa3 or P-3 by Moody's and (B) is either the Depositor or the corporate trust
department of a national bank or banking corporation which has a rating of at
least A-1 by S&P or F1 by Fitch, or (iii) an account or accounts the deposits in
which are fully insured by the FDIC, or (iv) an account or accounts, acceptable
to each Rating Agency without reduction or withdrawal of the rating of any Class
of Certificates, as evidenced in writing, by a depository institution in which
such accounts are insured by the FDIC (to the limit established by the FDIC),
the uninsured deposits in which accounts are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to and acceptable to the Securities
Administrator, the Trustee and each Rating Agency, the Certificateholders have a
claim with respect to the funds in such account and a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (v) maintained at an eligible institution whose commercial paper,
short-term debt or other short-term deposits are rated at least A-1+ by S&P and
F-1+ by Fitch, or (vi) maintained with a federal or state chartered depository
institution the deposits in which are insured by the FDIC to the applicable
limits and the short-term unsecured debt obligations of which (or, in the case
of a depository institution that is a subsidiary of a holding company, the
short-term unsecured debt obligations of such holding company) are rated A-1 by
S&P or Prime-1 by Moody's at the time any deposits are held on deposit therein,
or (vii) otherwise acceptable to each Rating Agency, as evidenced by a letter
from each Rating Agency to the Trustee.

         ERISA: The Employee Retirement Income Security Act of 1974, including
any successor or amendatory provisions.


                                      -32-
<PAGE>

         ERISA Restricted Certificates: The Class B-3 Certificates, Class P
Certificates, Class X Certificates and Class R Certificate and any other
Certificate, unless such other Certificate shall have received a rating from a
Rating Agency at the time of a transfer of such other Certificate that is in one
of the three (or in the case of Designated Transactions, four) highest generic
rating categories.

         Event of Default: As defined in Section 7.01 hereof.

         Excess Interest: On any Distribution Date, all amounts received by any
of the Class A Certificates, Class R Certificate, Class M Certificates and Class
B Certificates to the extent attributable to the excess, if any, of the
Pass-Through Rates on such Certificates over the Adjusted Net WAC.

         Excess Proceeds: With respect to any Liquidated Loan, any Liquidation
Proceeds that are in excess of the sum of (1) the unpaid principal balance of
such Liquidated Loan as of the date of such liquidation plus (2) interest at the
Mortgage Rate from the Due Date as to which interest was last paid or advanced
to Certificateholders (and not reimbursed to the Servicer) up to the Due Date in
the month in which such Liquidation Proceeds are required to be distributed on
the unpaid principal balance of such Liquidated Loan outstanding during each Due
Period as to which such interest was not paid or advanced.

         Exchange Act: The Securities Exchange Act of 1934, as amended.
provisions.

         Extra Principal Distribution Amount: With respect to any Distribution
Date, (1) prior to the Stepdown Date, the excess of (A) the sum of (i) the
Aggregate Certificate Principal Balance (exclusive of the Class X Certificate
Principal Balance) immediately preceding such Distribution Date reduced by the
Principal Funds with respect to such Distribution Date and (ii) $11,780,207
minus the Class B-3 Certificate Principal Balance immediately prior to such
Distribution Date over (B) the Pool Stated Principal Balance of the Mortgage
Loans as of such Distribution Date and (2) on and after the Stepdown Date, (A)
the sum of (i) the Aggregate Certificate Principal Balance (exclusive of the
Class X Certificate Principal Balance) immediately preceding such Distribution
Date, reduced by the Principal Funds with respect to such Distribution Date and
(ii) the greater of (a) 17.70% of the Pool Stated Principal Balance of the
Mortgage Loans minus the Certificate Principal Balance of the Class B-3
Certificates immediately prior to such Distribution Date and (b) $665,548 less
(B) the Pool Stated Principal Balance of the Mortgage Loans as of such
Distribution Date; provided, however, that if on any Distribution Date a Trigger
Event is in effect, the Extra Principal Distribution Amount will not be reduced
to the applicable percentage of the then-current Pool Stated Principal Balance
of the Mortgage Loans (and will remain fixed at the applicable percentage of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date
immediately prior to the Trigger Event) until the next Distribution Date on
which the Trigger Event is not in effect. The Extra Principal Distribution
Amount will be zero for each Distribution Date up to and including the
Distribution Date in January 2004.

         Fannie Mae: A federally chartered and privately owned corporation
organized and existing under the Federal National Mortgage Association Charter
Act, or any successor thereto.

         FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.

         Final Servicing Transfer Date: The date on which the servicing rights
with respect to all of the Mortgage Loans have been transferred to the Servicer,
which is expected to be on or about December 1, 2003.

         Fitch: Fitch, Inc., or its successor in interest.

         Floating Rate Certificate Carryover: For each of the Class A-1, Class
M, Class B and Class R Certificates, as of any Distribution Date, the sum of (1)
if on such Distribution Date the Pass-Through


                                      -33-
<PAGE>


Rate for the such Class is based upon the Available Funds Cap, the excess of (x)
the amount of interest such Class would otherwise be entitled to receive on such
Distribution Date had such rate been calculated as (I) in the case of the Class
A-1 and Class M Certificates, the sum of One-Month LIBOR and the applicable
Margin for such Distribution Date, (II) in the case of the Class B-1
Certificates, 7.365%, (III) in the case of the Class B-2 Certificates, 7.500%
and (IV) in the case of the Class B-3 Certificates, 8.000%, over (y) the amount
of interest payable on the Class at the Available Funds Cap for such
Distribution Date and (2) the Floating Rate Certificate Carryover for all
previous Distribution Dates not previously paid pursuant to Section 4.04(f)(v),
together with (X) interest thereon at a rate equal to (I) in the case of the
Class A-1 and Class M Certificates, One-Month LIBOR and the applicable Margin
for such Distribution Date, (II) in the case of the Class B-1 Certificates,
7.365%, (III) in the case of the Class B-2 Certificates, 7.500% and (IV) in the
case of the Class B-3 Certificates, 8.00% and (Y) any amount previously
distributed with respect to Floating Rate Certificate Carryover for such Class
that is recovered as a voidable preference by a trustee in bankruptcy which has
not previously been reversed by a distribution pursuant to Section 4.04(f)(vii).

         Freddie Mac: A corporate instrumentality of the United States created
and existing under Title III of the Emergency Home Finance Act of 1970, as
amended, or any successor thereto.

         Grantor Trusts: The grantor trusts described in Section 2.07 hereof.

         Initial Certificate Notional Balance: With respect to the Class A-X
Certificates, the Certificate Notional Balance of such Certificates on the
Closing Date as set forth in Section 5.01 hereof.

         Initial Certificate Principal Balance: With respect to any Certificate,
the Certificate Principal Balance of such Certificate or any predecessor
Certificate on the Closing Date as set forth in Section 5.01 hereof.

         Initial Mortgage Rate: As to each Mortgage Loan, the Mortgage Rate in
effect prior to the Initial Adjustment Date.

         Insurance Policy: With respect to any Mortgage Loan included in the
Trust Fund, any insurance policy, including all riders and endorsements thereto
in effect with respect to such Mortgage Loan, including any replacement policy
or policies for any insurance policies.

         Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Insurance Policy or any other insurance policy covering a
Mortgage Loan, to the extent such proceeds are payable to the mortgagee under
the Mortgage, the Servicer or the Trustee under the deed of trust and are not
applied to the restoration of the related Mortgaged Property or released to the
Mortgagor in accordance with the procedures that the Servicer would follow in
servicing mortgage loans held for its own account, in each case other than any
amount included in such Insurance Proceeds in respect of Insured Expenses.

         Insured Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.

         Interest Carryforward Amount: Any of the Class A-1 Interest
Carryforward Amount, the Class A-X Interest Carryforward Amount, the Class R
Interest Carryforward Amount, the Class M-1 Interest Carryforward Amount, the
Class M-2 Interest Carryforward Amount, the Class B-1 Interest Carryforward
Amount, the Class B-2 Interest Carryforward Amount, the Class B-3 Interest
Carryforward Amount or the Class X Interest Carryforward Amount, as the case may
be.


                                      -34-
<PAGE>


         Interest Determination Date: With respect to the Certificates (other
than the Class A-X and Class B Certificates), (i) for any Accrual Period other
than the first Accrual Period, the second LIBOR Business Day preceding the
commencement of such Accrual Period and (ii) for the first Accrual Period,
October 29, 2003.

         Interest Funds: With respect to any Distribution Date, the sum, without
duplication, of (1) all scheduled interest due during the related Due Period and
received before the related Servicer Remittance Date or advanced on or before
the related Servicer Remittance Date less the servicing fees paid to any interim
servicers, the Servicing Fee, the Master Servicing Fee, the Securities
Administrator Fee and the Credit Risk Manager Fee, (2) all Advances relating to
interest with respect to the Mortgage Loans, (3) all Compensating Interest with
respect to the Mortgage Loans, (4) Liquidation Proceeds with respect to the
Mortgage Loans (to the extent such Liquidation Proceeds relate to interest)
collected during the related Prepayment Period and (5) proceeds of any purchase
pursuant to Sections 2.02, 2.03 or 9.01 (to the extent such proceeds relate to
interest) less (A) all Non-Recoverable Advances relating to interest and (B)
other amounts reimbursable to the Servicer, the Master Servicer, the Securities
Administrator and the Trustee pursuant to this Agreement and allocable to
interest.

         Interim Servicers: Aames Capital Corporation, American Business Credit,
Inc., Chapel Mortgage Corporation, First NLC Financial Services, LLC, Genisys
Financial Corporation, GreenPoint Mortgage Funding, Inc., Homestar Mortgage
Services, New York Mortgage Company Corp., Shasta Financial Services and Steward
Financial Inc.

         Interim Servicing Agreements: The agreements pursuant to which the
Interim Servicers will service the Mortgage Loans prior to the transfer of
servicing to the Servicer on the related Servicing Transfer Date, a list of
which is included as Exhibit J.

         Interim Servicing Period: With respect to any Mortgage Loan, the period
beginning on the Closing Date and ending on the related Servicing Transfer Date.

         Latest Possible Maturity Date: The first Distribution Date following
the third anniversary of the scheduled maturity date of the Mortgage Loan in the
Trust Fund having the latest scheduled maturity date as of the Cut-off Date.

         Lender: As defined in Section 10.14(a).

         LIBOR Business Day: Any day on which banks in the City of London,
England and New York City, U.S.A. are open and conducting transactions in
foreign currency and exchange.

         Liquidated Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan that has been liquidated through deed-in-lieu of foreclosure,
foreclosure sale, trustee's sale or other realization as provided by applicable
law governing the real property subject to the related Mortgage and any security
agreements and as to which the Servicer has certified (in accordance with
Section 3.12) in the related Prepayment Period that it has received all amounts
it expects to receive in connection with such liquidation.

         Liquidation Proceeds: Amounts, including Insurance Proceeds, received
in connection with the partial or complete liquidation of Mortgage Loans,
whether through trustee's sale, foreclosure sale, sale by the Servicer pursuant
to this Agreement or otherwise or amounts received in connection with any
condemnation or partial release of a Mortgaged Property and any other proceeds
received in connection with an REO Property, less the sum of related
unreimbursed Advances, Servicing Fees, Servicing Advances and any other expenses
related to such Mortgage Loan.


                                      -35-
<PAGE>


         Losses: Any losses, claims, damages, liabilities or expenses
collectively.

         Lower Tier REMIC: As described in the Preliminary Statement and Section
2.07.

         Lower Tier REMIC Interests: Each of the Class LTA1 Interest, Class LTA2
Interest, Class LTA3 Interest, Class LTA4 Interest, Class LTA5 Interest, Class
LTA6 Interest, Class LTA7 Interest, Class LTA8 Interest, Class LTA9 Interest,
Class LTA10 Interest, Class LTA11 Interest, Class LTA12 Interest, Class LTA13
Interest, Class LTA14 Interest, Class LTA15 Interest, Class LTA16 Interest,
Class LTA17 Interest, Class LTA18 Interest, Class LTA19 Interest, Class LTA20
Interest, Class LTA21 Interest, Class LTA22 Interest, Class LTA23 Interest,
Class LTA24 Interest, Class LTA25 Interest, Class LTA26 Interest, Class LTA27
Interest, Class LTA28 Interest, Class LTA29 Interest, Class LTA30 Interest,
Class LTB Interest and Class LTR Interest.

         Lower Tier REMIC Regular Interests: Each of the Lower Tier REMIC
Interests other than the Class LTR Interest.

         Margin: Any of the Class A-1 Margin, the Class M-1 Margin, the Class
M-2 Margin and the Class R Margin.

         Master Servicer: Wells Fargo Bank Minnesota, National Association, a
national banking association, or its successor in interest.

         Master Servicing Fee: The fee to be paid to the Master Servicer by the
Securities Administrator pursuant to a separate agreement.

         MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

         MERS Loan: Any Mortgage Loan registered with MERS on the MERS System.

         MERS System: The system of recording transfers of mortgage
electronically maintained by MERS.

         Middle Tier REMIC 1: As described in the Preliminary Statement and
Section 2.07.

         Middle Tier REMIC 1 Interests: Each of the Class MT1A1 Interest, Class
MT1A2 Interest, Class MT1A3 Interest, Class MT1A4 Interest, Class MT1A5
Interest, Class MT1A6 Interest, Class MT1A7 Interest, Class MT1A8 Interest,
Class MT1A9 Interest, Class MT1A10 Interest, Class MT1A11 Interest, Class MT1A12
Interest, Class MT1A13 Interest, Class MT1A14 Interest, Class MT1A15 Interest,
Class MT1A16 Interest, Class MT1A17 Interest, Class MT1A18 Interest, Class
MT1A19 Interest, Class MT1A20 Interest, Class MT1A21 Interest, Class MT1A22
Interest, Class MT1A23 Interest, Class MT1A24 Interest, Class MT1A25 Interest,
Class MT1A26 Interest, Class MT1A27 Interest, Class MT1A28 Interest, Class
MT1A29 Interest, Class MT1A30 Interest, Class MT1A1IO Interest, Class MT1A2IO
Interest, Class MT1A3IO Interest, Class MT1A4IO Interest, Class MT1A5IO
Interest, Class MT1A6IO Interest, Class MT1A7IO Interest, Class MT1A8IO
Interest, Class MT1A9IO Interest, Class MT1A10IO Interest, Class MT1A11IO
Interest, Class MT1A12IO Interest, Class MT1A13IO Interest, Class MT1A14IO
Interest, Class MT1A15IO Interest, Class MT1A16IO Interest, Class MT1A17IO
Interest, Class MT1A18IO Interest, Class MT1A19IO Interest, Class MT1A20IO
Interest, Class MT1A21IO Interest, Class MT1A22IO Interest, Class MT1A23IO
Interest, Class MT1A24IO Interest, Class MT1A25IO Interest, Class MT1A26IO
Interest, Class MT1A27IO Interest, Class MT1A28IO


                                      -36-
<PAGE>

Interest, Class MT1A29IO Interest, Class MT1A30IO Interest, Class MT1B Interest
and Class MT1R Interest.

         Middle Tier REMIC 1 IO Interest: Each Middle Tier REMIC 1 Interest that
contains "IO" in its class designation.

         Middle Tier REMIC 1 Regular Interests: Each of the Middle Tier REMIC 1
Interests other than the Class MT1R Interest.

         Middle Tier REMIC 2 Interests: Each of the Class MT2A Interest, the
Class MT2M-1 Interest, the Class MT2M-2 Interest, the Class MT2B-1 Interest, the
Class MT2B-2 Interest, the Class MT2B-3 Interest, the Class MT2X Interest and
the Class MT2R Interest.

         Middle Tier REMIC 2 Marker Classes: Each of the classes of Middle Tier
REMIC 2 Regular Interests other than the Class MTX Interests.

         Middle Tier REMIC 2 Regular Interests: Each of the Middle Tier REMIC 2
Interests other than the Class MT2R Interest.

         MIN: The loan number for any MERS Loan.

         MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its successors
and assigns.

         Monthly Statement: The statement delivered to the Certificateholders
pursuant to Section 4.05.

         Moody's: Moody's Investors Service, Inc. or its successor in interest.

         Mortgage: With respect to a Mortgage Loan, the mortgage, deed of trust
or other instrument creating a second lien or a second priority ownership
interest in an estate in fee simple in real property securing a Mortgage Note.

         Mortgage File: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan and any additional documents delivered
to the Trustee to be added to the Mortgage File pursuant to this Agreement.

         Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to the provisions hereof as from time to time are held as a
part of the Trust Fund (including any REO Property), the mortgage loans so held
being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or
other acquisition of title of the related Mortgaged Property. Any mortgage loan
that was intended by the parties hereto to be transferred to the Trust Fund as
indicated by such Mortgage Loan Schedule which is in fact not so transferred for
any reason shall continue to be a Mortgage Loan hereunder until the Purchase
Price with respect thereto has been paid to the Trust Fund; provided that the
Servicer shall have no obligation to service any Mortgage Loan unless it is
transferred to the Servicer on a Servicing Transfer Date.

         Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Trustee to reflect the deletion of Deleted Mortgage Loans
and the addition of Replacement Mortgage Loans pursuant to the provisions of
this Agreement) transferred to the Trustee as part of the Trust Fund and from
time to time subject to this Agreement, attached hereto as Exhibit B, setting
forth the following information with respect to each Mortgage Loan:


                                      -37-
<PAGE>


                  (i)      the loan number;

                  (ii)     borrower name and/or address;

                  (iii)    the unpaid principal balance of the Mortgage Loans;

                  (iv)     the Initial Mortgage Rate;

                  (v)      the maturity date and the months remaining before
                           maturity date;

                  (vi)     the original principal balance;

                  (vii)    the Cut-off Date Principal Balance;

                  (viii)   the first payment date of the Mortgage Loan;

                  (ix)     the Combined Loan-to-Value Ratio

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

                  (xi)     a code indicating the property type;

                  (xii)    location of the related Mortgaged Property;

                  (xiii)   a code indicating whether a prepayment penalty is
                           applicable and, if so, the term of such prepayment
                           penalty; and

                  (xiv)    the Credit Score and date obtained.

         Mortgage Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan
and all amendments, modifications and attachments thereto.

         Mortgage Pool: The aggregate of the Mortgage Loans identified in the
Mortgage Loan Schedule.

         Mortgaged Property: The underlying property securing a Mortgage Loan.

         Mortgage Rate: The annual rate of interest borne by a Mortgage Note
from time to time.

         Mortgagor: The obligor on a Mortgage Note.

         Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per
annum rate equal to the then current Mortgage Rate less the Servicing Fee Rate,
the Securities Administrator Fee Rate and the Credit Risk Manager Fee Rate.

         Net WAC: As of any Distribution Date, a per annum rate equal to 12
times the quotient of (i) the total scheduled interest on the Mortgage Loans,
less the sum of (a) the amount of any servicing expenses (including fees charged
by Interim Servicers), other than those arising as a result of a default or a
delinquency, that reduce the scheduled amount of interest available for
distribution but were not included in the Servicing Fee, (b) the Securities
Administrator Fee, (c) the Credit Risk Manager Fee and (d) the


                                      -38-
<PAGE>

Servicing Fee, divided by (ii) the Stated Principal Balance of the Mortgage
Loans as of the related Due Period.

         Non-Recoverable Advance: Any portion of an Advance previously made or
proposed to be made by the Servicer that, in the good faith judgment of the
Servicer, will not or, in the case of a current delinquency, would not, be
ultimately recoverable by the Servicer from the related Mortgagor, related
Liquidation Proceeds or otherwise related to the Mortgage Loans.

         Non-Recoverable Servicing Advance: Any portion of a Servicing Advance
previously made or proposed to be made by the Servicer that, in the good faith
judgment of the Servicer, will not or, in the case of a current Servicing
Advance, would not, be ultimately recoverable by the Servicer from the related
Mortgagor, related Liquidation Proceeds or otherwise related to the Mortgage
Loans.

         Non-Supported Interest Shortfall: As defined in Section 4.02.

         Offered Certificates: The Class A-1, Class A-X, Class M-1, Class M-2,
Class B-1, Class B-2 and Class R Certificates.

         Officer's Certificate: A certificate (1) signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a vice president (however
denominated), an Assistant Vice President, the Treasurer, the Secretary, or one
of the assistant treasurers or assistant secretaries of the Depositor, the
Master Servicer, the Servicer or the Securities Administrator (or any other
officer customarily performing functions similar to those performed by any of
the above designated officers and also to whom, with respect to a particular
matter, such matter is referred because of such officer's knowledge of and
familiarity with a particular subject) or (2), if provided for in this
Agreement, signed by a Servicing Officer, as the case may be, and delivered to
the Depositor, the Master Servicer, the Servicer, the Securities Administrator
or the Trustee, as the case may be, as required by this Agreement.

         One-Month LIBOR: With respect to any Accrual Period, the rate
determined by the Securities Administrator on the related Interest Determination
Date on the basis of (a) the offered rates for one-month United States dollar
deposits, as such rates appear on Telerate page 3750, as of 11:00 a.m. (London
time) on such Interest Determination Date or (b) if such rate does not appear on
Telerate Page 3750 as of 11:00 a.m. (London time), the offered rates of the
Reference Banks for one-month United States dollar deposits, as such rates
appear on the Reuters Screen LIBO Page, as of 11:00 a.m. (London time) on such
Interest Determination Date. If One-Month LIBOR is determined pursuant to clause
(b) above, on each Interest Determination Date, One-Month LIBOR for the related
Accrual Period will be established by the Securities Administrator as follows:

                  (i)      If on such Interest Determination Date two or more
                           Reference Banks provide such offered quotations,
                           One-Month LIBOR for the related Accrual Period shall
                           be the arithmetic mean of such offered quotations
                           (rounded upwards if necessary to the nearest whole
                           multiple of 0.03125%).

                  (ii)     If on such Interest Determination Date fewer than two
                           Reference Banks provide such offered quotations,
                           One-Month LIBOR for the related Accrual Period shall
                           be the higher of (i) One-Month LIBOR as determined on
                           the previous Interest Determination Date and (ii) the
                           Reserve Interest Rate.

         Opinion of Counsel: A written opinion of counsel, who may be counsel
for the Depositor, the Master Servicer, the Servicer or the Securities
Administrator, reasonably acceptable to each addressee of such opinion;
provided, however, that with respect to Section 6.04 or 10.01, or the
interpretation or


                                      -39-
<PAGE>

application of the REMIC Provisions, such counsel must (1) in fact be
independent of the Depositor, the Master Servicer, the Servicer or the
Securities Administrator, (2) not have any direct financial interest in the
Depositor, the Master Servicer, the Servicer or the Securities Administrator or
in any affiliate of any, and (3) not be connected with the Depositor, the Master
Servicer, the Servicer or Securities Administrator as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.

         Optional Termination: The termination of the trust hereunder pursuant
to clause (a) of Section 9.01 hereof.

         Optional Termination Amount: The repurchase price received by the
Securities Administrator in connection with any repurchase of all of the
Mortgage Loans pursuant to Section 9.01.

         Optional Termination Date: The Distribution Date on which the aggregate
Stated Principal Balance of the Mortgage Loans is equal to or less than 10% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date; provided, however, that no Optional Termination shall be permitted to
occur prior to the Distribution Date in May 2006.

         Optional Termination Price: As of any Distribution Date on or after the
Optional Termination Date, an amount equal to the sum of (A) aggregate
Outstanding Principal Balance of the Certificates, plus accrued interest thereon
and (B) any unreimbursed out-of-pocket costs and expenses owed to the Securities
Administrator, the Trustee or the Servicer and any unreimbursed Servicing Fees,
Advances, Servicing Advances and Securities Administrator Fees (including any
costs and expenses incurred in connection with the Optional Terminations).

         OTS: The Office of Thrift Supervision.

         Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and authenticated under
this Agreement except: (1) Certificates theretofore canceled by the Securities
Administrator or delivered to the Securities Administrator for cancellation; and
(2) Certificates in exchange for which or in lieu of which other Certificates
have been executed by the Securities Administrator and delivered by the
Securities Administrator pursuant to this Agreement.

         Outstanding Mortgage Loan: As of any Distribution Date, a Mortgage Loan
with a Stated Principal Balance greater than zero that was not the subject of a
Principal Prepayment in full, and that did not become a Liquidated Loan, prior
to the end of the related Due Period.

         Overcollateralization Amount: As of any date of determination, the
excess of (1) the Stated Principal Balance of the Mortgage Loans over (2) the
Certificate Principal Balance of the Certificates (other than the Class X
Certificates).

         Ownership Interest: As to any Certificate, any ownership interest in
such Certificate including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal or
beneficial.

         Pass-Through Rate: With respect to the Class A-1 Certificates, the
Class A-1 Pass-Through Rate; with respect to the Class A-X Certificates, the
Class A-X Pass-Through Rate; with respect to the Class M-1 Certificates, the
Class M-1 Pass-Through Rate; with respect to the Class M-2 Certificates, the
Class M-2 Pass-Through Rate, with respect to the Class B-1 Certificates, the
Class B-1 Pass-Through Rate; with respect to the Class B-2 Certificates, the
Class B-2 Pass-Through Rate; with respect to the Class B-3


                                      -40-
<PAGE>

Certificates, the Class B-3 Pass-Through Rate; and with respect to the Class R
Certificate, the Class R Pass-Through Rate.

         Percentage Interest: With respect to:

                  (i)      any Class, the percentage interest in the undivided
                           beneficial ownership interest evidenced by such Class
                           which shall be equal to the Certificate Principal
                           Balance of such Class divided by the Class Principal
                           Balance of all Classes; and

                  (ii)     any Certificate, the Percentage Interest evidenced
                           thereby of the related Class shall equal the
                           percentage obtained by dividing the Denomination of
                           such Certificate by the aggregate of the
                           Denominations of all Certificates of such Class;
                           except that in the case of any Class P Certificates,
                           the Percentage Interest with respect to such
                           Certificate shown on the face of such Certificate.

         Permitted Activities: The primary activities of the trust created
pursuant to this Agreement which shall be:

                  (i)      holding Mortgage Loans transferred from the Depositor
                           and other assets of the Trust Fund, including any
                           credit enhancement and passive derivative financial
                           instruments that pertain to beneficial interests
                           issued or sold to parties other than the Depositor,
                           its Affiliates, or its agents;

                  (ii)     issuing Certificates and other interests in the
                           assets of the Trust Fund;

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

                  (iv)     engaging in other activities that are necessary or
                           incidental to accomplish these limited purposes,
                           which activities cannot be contrary to the status of
                           the Trust Fund as a qualified special purpose entity
                           under existing accounting literature.

         Permitted Investments: At any time, any one or more of the following
obligations and securities:

                  (i)      obligations of the United States or any agency
                           thereof, provided such obligations are backed by the
                           full faith and credit of the United States;

                  (ii)     general obligations of or obligations guaranteed by
                           any state of the United States or the District of
                           Columbia receiving the highest long-term debt rating
                           of each Rating Agency rating the Certificates;

                  (iii)    commercial or finance company paper, other than
                           commercial or finance company paper issued by the
                           Depositor, the Securities Administrator or any of its
                           Affiliates, which is then receiving the highest
                           commercial or finance company paper rating of each
                           such Rating Agency;


                                      -41-
<PAGE>

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

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

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

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

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

                  (ix)     interests in any money market fund (including those
                           managed or advised by the Securities Administrator,
                           the Trustee or their respective affiliates) which at
                           the date of acquisition of the interests in such fund
                           and throughout the time such interests are held in
                           such fund has the highest applicable long term rating
                           by each such Rating Agency; and

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

provided, that no such instrument shall be a Permitted Investment if such
instrument (i) evidences the right to receive interest only payments with
respect to the obligations underlying such instrument, (ii) is purchased at a
premium or above par or (iii) is purchased at a deep discount; provided,
further, that no such instrument shall be a Permitted Investment (A) if such
instrument evidences principal and interest payments derived from obligations
underlying such instrument and the interest payments with respect to


                                      -42-
<PAGE>


such instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations, or (B) if it may be redeemed at
a price below the purchase price (the foregoing clause (B) not to apply to
investments in units of money market funds pursuant to clause (ix) above); and
provided, further, (I) that no amount beneficially owned by any REMIC
(including, without limitation, any amounts collected by the Servicer but not
yet deposited in the Collection Account) may be invested in investments (other
than money market funds) treated as equity interests for Federal income tax
purposes, unless the Servicer shall receive an Opinion of Counsel, at the
expense of the party requesting that such investment be made, to the effect that
such investment will not adversely affect the status of the any REMIC provided
for herein as a REMIC under the Code or result in imposition of a tax on the
Trust Fund or any REMIC provided for herein and (II) each such investment must
be a "permitted investment" within the meaning of Section 860G(a)(5) of the
Code. Permitted Investments that are subject to prepayment or call may not be
purchased at a price in excess of par.

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

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

         Pool Stated Principal Balance: As to any Distribution Date, the
aggregate of the Stated Principal Balances, as of such Distribution Date, of the
Mortgage Loans that were Outstanding Mortgage Loans as of such date.

         Prepayment Assumption: A rate of prepayment, as described in the
Prospectus Supplement in the definition of "Modeling Assumptions," relating to
the Certificates.

         Prepayment Interest Shortfall: With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a partial Principal Prepayment or
a Principal Prepayment in full (other than a Principal Prepayment in full
resulting from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03 or
9.01 hereof and other than a Principal Prepayment in full on a Mortgage Loan
received during the period from and including the first day to and including the
14th day of the month of such Distribution


                                      -43-
<PAGE>

Date), the amount, if any, by which (i) one month's interest at the applicable
Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of
the preceding Distribution Date or in the case of a partial Principal Prepayment
on the amount of such prepayment exceeds (ii) the amount of interest paid or
collected in connection with such Principal Prepayment.

         Prepayment Penalties: Any prepayment premium, penalty or charge payable
by a Mortgagor in connection with any Principal Prepayment on a Mortgage Loan
pursuant to the terms of the related Mortgage Note or Mortgage, as applicable.

         Prepayment Period: As to any Distribution Date, the period beginning
with the opening of business on the 15th day of the calendar month preceding the
month in which such Distribution Date occurs (or in the case of the first
Distribution Date, beginning with the opening of business on the Cut-off Date)
and ending on the close of business on the 14th day of the month in which such
Distribution Date occurs.

         Principal Distribution Amount: With respect to each Distribution Date,
the sum of (i) the Principal Funds for such Distribution Date and (ii) any Extra
Principal Distribution Amount for such Distribution Date.

         Principal Funds: With respect to the Mortgage Loans and any
Distribution Date, the sum, without duplication, of (1) the scheduled principal
due during the related Due Period and received before the related Servicer
Remittance Date or advanced on or before the related Servicer Remittance Date,
(2) prepayments collected in the related Prepayment Period, (3) the Stated
Principal Balance of each Mortgage Loan that was purchased by the Depositor or
the Servicer during the related Prepayment Period or, in the case of a purchase
pursuant to Section 9.01, on the Business Day prior to such Distribution Date,
(4) the amount, if any, by which the aggregate unpaid principal balance of any
Replacement Mortgage Loan is less than the aggregate unpaid principal of the
related Deleted Mortgage Loans delivered by the Seller in connection with a
substitution of a Mortgage Loan pursuant to Section 2.03(c), (5) all Liquidation
Proceeds collected during the related Prepayment Period (to the extent such
Liquidation Proceeds related to principal) and (6) all other collections and
recoveries in respect of principal during the related Prepayment Period less (A)
all Non-Recoverable Advances relating to principal with respect to the Mortgage
Loans and (B) other amounts reimbursable to the Servicer, the Master Servicer,
the Securities Administrator and the Trustee pursuant to this Agreement.

         Principal Prepayment: Any Mortgagor payment or other recovery of (or
proceeds with respect to) principal on a Mortgage Loan (including Mortgage Loans
purchased or repurchased under Sections 2.02, 2.03, 3.12 and 9.01 hereof) that
is received in advance of its scheduled Due Date and is not accompanied by an
amount as to interest representing scheduled interest due on any date or dates
in any month or months subsequent to the month of prepayment. Partial Principal
Prepayments shall be applied by the Servicer in accordance with the terms of the
related Mortgage Note.

         Prospectus Supplement: The Prospectus Supplement dated October 28 2003
relating to the public offering of the Class A-1, Class A-X, Class R, Class M-1,
Class M-2, Class B-1 and Class B-2 Certificates.

         PUD: A Planned Unit Development.

         Purchase Price: With respect to any Mortgage Loan required to be
repurchased by the Seller or the applicable Transferor, pursuant to Section 2.02
or 2.03 hereof or purchased by the Servicer pursuant to Section 3.12(c) hereof,
an amount equal to the sum of (i) 100% of the unpaid principal balance of the
Mortgage Loan as of the date of such purchase together with any unreimbursed
Servicing Advances, (ii)


                                      -44-
<PAGE>


accrued interest thereon at the applicable Mortgage Rate from (a) the date
through which interest was last paid by the Mortgagor to (b) the Due Date in the
month in which the Purchase Price is to be distributed to Certificateholders and
(iii) any unreimbursed costs, penalties and/or damages incurred by the Trust
Fund in connection with any violation relating to such Mortgage Loan of any
predatory or abusive lending law.

         Rating Agency: Either of S&P or Moody's. If any such organization or
its successor is no longer in existence, "Rating Agency" shall be a nationally
recognized statistical rating organization, or other comparable Person,
designated by the Depositor, notice of which designation shall be given to the
Trustee. References herein to a given rating category of a Rating Agency shall
mean such rating category without giving effect to any modifiers.

         Realized Loss: With respect to (1) a Liquidated Loan, the amount, if
any, by which the Stated Principal Balance and accrued interest thereon at the
Net Mortgage Rate exceeds the amount actually recovered by the Servicer with
respect thereto (net of reimbursement of Advances and Servicing Advances) at the
time such Mortgage Loan became a Liquidated Loan or (2) with respect to a
Mortgage Loan which is not a Liquidated Loan, any amount of principal that the
Mortgagor is no longer legally required to pay (except for the extinguishment of
debt that results from the exercise of remedies due to default by the
Mortgagor).

         Record Date: With respect to any Distribution Date, the close of
business on the last Business Day of the month preceding the month in which the
applicable Distribution Date occurs .

         Reference Banks: Barclays Bank PLC, JPMorgan Chase Bank, Citibank,
N.A., Wells Fargo Bank Minnesota, National Association and NatWest, N.A.;
provided that if any of the foregoing banks are not suitable to serve as a
Reference Bank, then any leading banks selected by the Securities Administrator
which are engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London,
England, (ii) whose quotations appear on the Reuters Screen LIBO Page on the
relevant Interest Determination Date and (iii) which have been designated as
such by the Securities Administrator.

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

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

         Regulation S Global Securities: The Book-Entry Regulation S Global
Securities and the Definitive Regulation S Global Securities.

         Related Certificates: With respect to the Class UTA Interest, the Class
A Certificates. With respect to the Class UTB-1 Interest, the Class B-1
Certificates. With respect to the Class UTB-2 Interest, the Class B-2
Certificates. With respect to the Class UTB-3 Interest, the Class B-3
Certificates. With respect to the Class UTM-1 Interest, the Class M-1
Certificates. With respect to the Class UTM-2 Interest, the Class M-2
Certificates. With respect to the Class UTX Interest, the Class X Certificates.

         REMIC: A "real estate mortgage investment conduit" within the meaning
of section 860D of the Code. References herein to "the REMICs" or "a REMIC"
shall mean any of or, as the context requires, all of) the Lower Tier REMIC,
Middle Tier REMIC 1, Middle Tier REMIC 2 and the Upper Tier REMIC.


                                      -45-
<PAGE>


         REMIC Pass-Through Rate: The Pass-Through Rate for a Class of Related
Certificates calculated by replacing "Available Funds Cap" in such definition
with "Adjusted Net WAC."

         REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
proposed, temporary and final regulations and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time as well as provisions of applicable state laws.

         REMIC Regular Interests: Each of the Upper Tier REMIC Regular
Interests.

         REO Property: A Mortgaged Property acquired by the Servicer through
foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan.

         Replacement Mortgage Loan: A Mortgage Loan substituted by the Seller
for a Deleted Mortgage Loan, which must, on the date of such substitution, as
confirmed in a Request for Release, substantially in the form of Exhibit I (1)
have a Stated Principal Balance, after deduction of the principal portion of the
Scheduled Payment due in the month of substitution, not in excess of, and not
less than 90% of the Stated Principal Balance of the Deleted Mortgage Loan; (2)
with respect to any Mortgage Loan, have a Mortgage Rate not less than or no more
than 1% per annum higher than the Mortgage Rate of the Deleted Mortgage Loan;
(3) have a similar or higher FICO score or credit grade than that of the Deleted
Mortgage Loan; (4) have a Combined Loan-to-Value Ratio no higher than that of
the Deleted Mortgage Loan; (5) have a remaining term to maturity no greater than
(and not more than one year less than) that of the Deleted Mortgage Loan; (6)
provide for a prepayment charge on terms substantially similar to those of the
prepayment charge, if any, of the Deleted Mortgage Loan; (7) have the same lien
priority as the Deleted Mortgage Loan; (8) constitute the same occupancy type as
the Deleted Mortgage Loan; and (9) comply with each representation and warranty
set forth in Section 2.03 hereof.

         Request for Release: The Request for Release of Documents submitted by
the Servicer to the Trustee, substantially in the form of Exhibit I hereto.

         Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under this
Agreement.

         Required Loss Percentage: For any Distribution Date, the applicable
percentage for such Distribution Date set forth in the following table:

<Table>
<Caption>
DISTRIBUTION DATE OCCURRING IN         REQUIRED LOSS PERCENTAGE
------------------------------         ------------------------
<S>                                    <C>
November 2006 - October 2007           6.00% with respect to November
                                       2006, plus an additional 1/12th
                                       of 1.00% for each month thereafter

November 2007 - October 2008           7.00% with respect to November
                                       2007, plus an additional 1/12th
                                       of 1.00% for each month thereafter

November 2008 - October 2009           8.00% with respect to November
                                       2008, plus an additional 1/12th
                                       of 1.50% for each month thereafter

November 2009 - October 2010           9.50% with respect to November
                                       2009, plus an additional 1/12th
                                       of 0.50% for each month thereafter

November 2010 and thereafter           10.00%
</Table>


         Required Percentage: As of any Distribution Date following a Stepdown
Date, the quotient of (1) the excess of (A) the Stated Principal Balances of the
Mortgage Loans as of such Distribution Date, over

                                      -46-
<PAGE>


(B) the Certificate Principal Balance of the most senior Class of Certificates
outstanding, prior to giving effect to distributions to be made on such
Distribution Date and (2) the Stated Principal Balance of the Mortgage Loans as
of such Distribution Date.

         Reserve Interest Rate: With respect to any Interest Determination Date,
the rate per annum that the Securities Administrator determines to be (1) the
arithmetic mean (rounded upwards if necessary to the nearest whole multiple of
0.03125%) of the one-month United States dollar lending rates which New York
City banks selected by the Securities Administrator are quoting on the relevant
Interest Determination Date to the principal London offices of leading banks in
the London interbank market or (2) in the event that the Securities
Administrator can determine no such arithmetic mean, the lowest one-month United
States dollar lending rate which New York City banks selected by the Securities
Administrator are quoting on such Interest Determination Date to leading
European banks.

         Residual Interest: An interest in the Upper Tier REMIC that is entitled
to all distributions on the Class R Certificate other than (i) distributions in
respect of the Class LTR Interest, the MT1R Interest, the MT2R Interest and (ii)
all interest distributions on the Class R Certificate attributable to an
interest rate on the Class R Certificate that exceeds the Adjusted Net WAC.

         Responsible Officer: When used with respect to the Securities
Administrator or the Servicer, any officer of the Securities Administrator or
the Servicer with direct responsibility for the administration of this Agreement
and also means any other officer to whom, with respect to a particular matter,
such matter is referred because of such officer's knowledge of and familiarity
with the particular subject. When used with respect to the Trustee, any Managing
Director, any Director, Vice President, any Assistant Vice President, any
Associate, any Assistant Secretary, any trust officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers who at such time shall be officers to whom,
with respect to a particular matter, the matter is referred because of the
officer's knowledge of and familiarity with the particular subject and who has
direct responsibility for the administration of this Agreement.

         Reuters Screen LIBO Page: The display designated as page "LIBO" on the
Reuters Monitor Money Rates Service (or such other page as may replace such LIBO
page on that service for the purpose of displaying London interbank offered
rates of major banks.

         S&P: Standard & Poor's, a division of The McGraw-Hill Companies, Inc.,
or its successor in interest.

         Sale Agreement: The Mortgage Loan Sale and Assignment Agreement dated
as of October 1, 2003 between the Depositor and the Seller.

         Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due
on any Due Date allocable to principal and/or interest on such Mortgage Loan.

         Section 302 Requirements: Any rules or regulations promulgated pursuant
to the Sarbanes-Oxley Act of 2002 (as such may be amended from time to time).

         Securities Act: The Securities Act of 1933, as amended.

         Securities Administrator: Wells Fargo Bank Minnesota, National
Association, a national banking association, or its successor in interest.


                                      -47-
<PAGE>

         Securities Administrator Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable to the Securities Administrator pursuant to
Section 6.05 equal to the product of (a) 1/12th of the Securities Administrator
Fee Rate and (b) the Stated Principal Balance of such Mortgage Loan as of the
immediately preceding Distribution Date.

         Securities Administrator Fee Rate: Means 0.0375% per annum.

         Seller: Terwin Advisors LLC, a Delaware limited liability company, or
its successor in interest.

         Servicer: Wilshire Credit Corporation, a Nevada corporation, or its
successor in interest.

         Servicer Advance Date: As to any Distribution Date, the related
Servicer Remittance Date.

         Servicer's Assignee: As defined in Section 10.14(a).

         Servicer Remittance Date: With respect to any Distribution Date, the
second Business Day immediately preceding such Distribution Date.

         Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Servicer of its
servicing obligations hereunder, including, but not limited to, the cost of (1)
the preservation, restoration and protection of a Mortgaged Property, including
without limitation advances in respect of real estate taxes and assessments, (2)
any collection, enforcement or judicial proceedings, including without
limitation foreclosures, collections and liquidations, (3) the conservation,
management, sale and liquidation of any REO Property and (4) compliance with the
obligations under Section 3.10.

         Servicing Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to one month's interest at the Servicing Fee Rate on the Stated
Principal Balance of such Mortgage Loan as of the preceding Distribution Date
or, in the event of any payment of interest that accompanies a Principal
Prepayment in full made by the Mortgagor, interest at the Servicing Fee Rate on
the Stated Principal Balance of such Mortgage Loan as of the preceding
Distribution Date for the period covered by such payment of interest.

         Servicing Fee Rate: As to any Mortgage Loan, 0.00% per annum prior to
the Servicing Transfer Date for such Mortgage Loan and 0.500% per annum
following the Servicing Transfer Date for such Mortgage Loan.

         Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and facsimile signature appear on a list of servicing officers furnished to
the Securities Administrator and the Trustee by the Servicer on the Closing Date
pursuant to this Agreement, as such lists may from time to time be amended.

         Servicing Rights Pledgee: One or more lenders, selected by the
Servicer, to which the Servicer may pledge and assign all of its right, title
and interest in, to and under this Agreement.

         Servicing Transfer Costs: In the event that the Servicer does not
reimburse the Securities Administrator under the this Agreement, all costs
associated with the transfer of servicing from the predecessor Servicer,
including, without limitation, any costs or expenses associated with the
termination of the predecessor Servicer, the appointment of a successor
servicer, the complete transfer of all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
Securities Administrator or any successor servicer to correct any errors or
insufficiencies in the servicing


                                      -48-
<PAGE>


data or otherwise to enable the Securities Administrator or successor servicer
to service the Mortgage Loans properly and effectively.

         Servicing Transfer Date: With respect to each Mortgage Loan that is
being serviced by an Interim Servicer on the Closing Date, the date on which the
servicing rights are transferred to the Servicer and with respect to any other
Mortgage Loan, the Closing Date.

         SFAS 140: Statement of Financial Accounting Standard No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities dated September 2000, published by the Financial Accounting
Standards Board of the Financial Accounting Foundation.

         SPV: As defined in Section 10.14(a).

         Startup Date: As defined in Section 2.07 hereof.

         Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property (1) as of the Cut-off Date, the Cut-off Date Principal Balance
thereof, and (2) as of any Distribution Date, such Cut-off Date Principal
Balance, minus the sum of (A) the principal portion of the Scheduled Payments
(x) due with respect to such Mortgage Loan during each Due Period ending prior
to such Distribution Date and (y) that were received by the Servicer, or an
Interim Servicer, as of the close of business on the Determination Date related
to such Distribution Date or with respect to which Advances were made on the
Servicer Advance Date prior to such Distribution Date and (B) all Principal
Prepayments with respect to such Mortgage Loan received on or prior to the last
day of the related Prepayment Period, and all Liquidation Proceeds to the extent
applied by the Servicer (or Interim Servicer) as recoveries of principal in
accordance with Section 3.12 with respect to such Mortgage Loan, that were
received by the Servicer as of the close of business on the last day of the
related Due Period. Notwithstanding the foregoing, the Stated Principal Balance
of a Liquidated Loan shall be deemed to be zero.

         Stepdown Date: The later to occur of (1) the Distribution Date in
November 2006 or (2) the first Distribution Date on which (A) the Class A
Certificate Principal Balance (reduced by the Principal Funds with respect to
such Distribution Date) is less than or equal to (B) 27.50% of the Stated
Principal Balances of the Mortgage Loans as of such Distribution Date.

         Subordinated Certificates: The Class M and Class B Certificates.

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

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

         Tax Matters Person: The Person designated as "tax matters person" in
the manner provided under Treasury regulation Section 1.860F-4(d) and Treasury
regulation Section 301.6231(a)(7)-1.

         Transfer: Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate.

         Transfer Agreement: Any document pursuant to which the Seller acquired
any Mortgage Loan from the originator of such Mortgage Loan.

         Transferor: Any originator of a Mortgage Loan.

         Trigger Event: With respect to the Certificates after the Stepdown
Date, a Distribution Date on which (1) the quotient of (A) the aggregate Stated
Principal Balance of all Mortgage Loans which are 60


                                      -49-
<PAGE>

or more days Delinquent measured on a rolling three month basis (including, for
the purposes of this calculation, Mortgage Loans in foreclosure and REO
Properties) and (B) the Stated Principal Balance of the Mortgage Loans as of the
last day of the preceding calendar month, equals or exceeds the product of (i)
11.00% and (ii) Required Percentage or (2) the quotient (expressed as a
percentage) of (A) the aggregate Realized Losses incurred from the Cut-off Date
through the last day of the calendar month preceding such Distribution Date and
(B) the aggregate principal balance of the Mortgage Loans as of the Cut-off Date
exceeds the Required Loss Percentage.

         Trust Fund: The corpus of the trust (the "Terwin Mortgage Trust, Series
TMTS 2003-5SL") created hereunder consisting of (i) the Mortgage Loans and all
interest and principal received on or with respect thereto on and after the
Cut-off Date to the extent not applied in computing the Cut-off Date Principal
Balance thereof, exclusive of interest not required to be deposited in the
Collection Account; (ii) the Collection Account and the Certificate Account and
all amounts deposited therein pursuant to the applicable provisions of this
Agreement; (iii) property that secured a Mortgage Loan and has been acquired by
foreclosure, deed in lieu of foreclosure or otherwise; (iv) the mortgagee's
rights under the Insurance Policies with respect to the Mortgage Loans; and (v)
all proceeds of the conversion, voluntary or involuntary, of any of the
foregoing into cash or other liquid property.

         Trustee: Deutsche Bank National Trust Company, a national banking
association, not in its individual capacity, but solely in its capacity as
trustee for the benefit of the Certificateholders under this Agreement, and any
successor thereto, and any corporation or national banking association resulting
from or surviving any consolidation or merger to which it or its successors may
be a party and any successor trustee as may from time to time be serving as
successor trustee hereunder.

         United States Person: (i) A citizen or resident of the United States,
(ii) a corporation, partnership or other entity treated as a corporation or
partnership for federal income tax purposes organized in or under the laws of
the United States or any state thereof or the District of Columbia (unless, in
the case of a partnership, Treasury regulations provide otherwise), (iii) an
estate the income of which is includible in gross income for United States tax
purposes regardless of its source or (iv) a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States persons have authority to control all
substantial decisions of the trust. Notwithstanding the preceding sentence, to
the extent provided in Treasury regulations, certain trusts in existence on
August 20, 1996, and treated as United States persons prior to such date, that
elect to continue to be treated as United States persons will also be United
States Persons.

         Upper Tier REMIC: As described in the Preliminary Statement and
Section 2.07.

         Upper Tier REMIC Interests: Each of the Class UTA Interest, the Class
UTM-1 Interest, the Class UTM-2 Interest, the Class UTB-1 Interest, the Class
UTB-2 Interest, the Class UTB-3 Interest, the Class UTX Interest, the Class A-X
Certificates and the Residual Interest.

         Upper Tier REMIC Regular Interests: Each of the Upper Tier REMIC
Interests other than the Residual Interest.

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

         Voting Rights: The portion of the voting rights of all the Certificates
that is allocated to any of the Certificates for purposes of the voting
provisions hereunder. Voting Rights allocated to each Class of Certificates
shall be allocated as follows: (1) 90% to the Class A-1, Class M-1, Class M-2,
Class R, Class B-1, Class B-2 and Class B-3 Certificates, with the allocation
among such Certificates to be in proportion


                                      -50-
<PAGE>


to the Class Certificate Principal Balance of each Class relative to the Class
Certificate Principal Balance of all other Classes, (2) 5% to the Class A-X
Certificates and (3) 5% to the Class P and Class X Certificates. Voting Rights
will be allocated among the Certificates of each such Class in accordance with
their respective Percentage Interests.


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

         SECTION 2.01 Conveyance of Mortgage Loans.

         The Depositor, concurrently with the execution and delivery hereof,
does hereby sell, transfer, assign, set over and convey to the Trustee without
recourse all the right, title and interest of the Depositor in and to the assets
of the Trust Fund. Such assignment includes all interest and principal received
on or with respect to the Mortgage Loans on or after the Cut-off Date (other
than Scheduled Payments due on the Mortgage Loans on or before the Cut-off
Date).

         In connection with such assignment, the Depositor does hereby deliver
to, and deposit with, the Trustee, the following documents or instruments with
respect to each Mortgage Loan:

                  (A) The Original Mortgage Note endorsed in blank or, "Pay to
         the order of Deutsche Bank National Trust Company, as trustee, without
         recourse" together with all riders thereto. The Mortgage Note shall
         include all intervening endorsements showing a complete chain of the
         title from the originator to the Transferor.

                  (B) Except as provided below and for each Mortgage Loan that
         is not a MERS Loan, the original recorded Mortgage together with all
         riders thereto, with evidence of recording thereon, or, if the original
         Mortgage has not yet been returned from the recording office, a copy of
         the original Mortgage together with all riders thereto certified by the
         Transferor to be true copy of the original of the Mortgage that has
         been delivered for recording in the appropriate recording office of the
         jurisdiction in which the Mortgaged Property is located and in the case
         of each MERS Loan, the original Mortgage together with all riders
         thereto, noting the presence of the MIN of the Loan and either language
         indicating that the Mortgage Loan is a MOM Loan or if the Mortgage Loan
         was not a MOM Loan at origination, the original Mortgage and the
         assignment thereof to MERS, with evidence of recording indicated
         thereon, or a copy of the Mortgage certified by the public recording
         office in which such Mortgage has been recorded.

                  (C) In the case of each Mortgage Loan that is not a MERS Loan,
         the original Assignment of each Mortgage in blank or, to "Deutsche Bank
         National Trust Company, as trustee."

                  (D) The original policy of title insurance (or a preliminary
         title report, commitment or binder if the original title insurance
         policy has not been received from the title insurance company).

                  (E) Originals of any intervening assignments of the Mortgage,
         with evidence of recording thereon or, if the original intervening
         assignment has not yet been returned from the recording office, a copy
         of such assignment certified to be a true copy of the original of the

                                      -51-
<PAGE>


         assignment which has been sent for recording in the appropriate
         jurisdiction in which the Mortgaged Property is located.

         (F) Originals of all assumption and modification agreements, if any.

         If in connection with any Mortgage Loan, the Depositor cannot deliver
the Mortgage, Assignments of Mortgage or assumption, consolidation or
modification, as the case may be, with evidence of recording thereon, if
applicable, concurrently with the execution and delivery of this Agreement
solely because of a delay caused by the public recording office where such
Mortgage, Assignments of Mortgage or assumption, consolidation or modification,
as the case may be, has been delivered for recordation, the Depositor shall
deliver or cause to be delivered to the Trustee written notice stating that such
Mortgage or assumption, consolidation or modification, as the case may be, has
been delivered to the appropriate public recording office for recordation.
Thereafter, the Depositor shall deliver or cause to be delivered to the Trustee
such Mortgage, Assignments of Mortgage or assumption, consolidation or
modification, as the case may be, with evidence of recording indicated thereon,
if applicable, upon receipt thereof from the public recording office. To the
extent any required endorsement is not contained on a Mortgage Note or an
Assignment of Mortgage, the Depositor shall make or cause such endorsement to be
made.

         With respect to any Mortgage Loan, none of the Depositor, the Master
Servicer, the Servicer, the Securities Administrator or the Trustee shall be
obligated to cause to be recorded the Assignment of Mortgage referred to in this
Section 2.01. In the event an Assignment of Mortgage is not recorded, the Master
Servicer or the Servicer, as applicable, shall have no liability for its failure
to receive and act on notices related to such Assignment of Mortgage.

         The ownership of each Mortgage Note, the Mortgage and the contents of
the related Mortgage File is vested in the Trustee on behalf of the
Certificateholders. Neither the Depositor, the Master Servicer, the Servicer nor
the Securities Administrator shall take any action inconsistent with such
ownership and shall not claim any ownership interest therein. The Depositor, the
Master Servicer, the Servicer and Securities Administrator shall respond to any
third party inquiries with respect to ownership of the Mortgage Loans by stating
that such ownership is held by the Trustee on behalf of the Certificateholders.
Mortgage documents relating to the Mortgage Loans not delivered to the Trustee
are and shall be held in trust by the Master Servicer prior to the related
Servicing Transfer Date and thereafter by the Servicer, for the benefit of the
Trustee as the owner thereof, and the Master Servicer's or Servicer's, as
applicable, possession of the contents of each Mortgage File so retained is for
the sole purpose of servicing the related Mortgage Loan, and such retention and
possession by the Master Servicer or Servicer, as applicable, is in a custodial
capacity only. The Depositor agrees to take no action inconsistent with the
Trustee's ownership of the Mortgage Loans, to promptly indicate to all inquiring
parties that the Mortgage Loans have been sold and to claim no ownership
interest in the Mortgage Loans.

         It is the intention of this Agreement that the conveyance of the
Depositor's right, title and interest in and to the Trust Fund pursuant to this
Agreement shall constitute a purchase and sale and not a loan. If a conveyance
of Mortgage Loans from the Seller to the Depositor is characterized as a pledge
and not a sale, then the Depositor shall be deemed to have transferred to the
Trustee all of the Depositor's right, title and interest in, to and under the
obligations of the Seller deemed to be secured by said pledge; and it is the
intention of this Agreement that the Depositor shall also be deemed to have
granted to the Trustee a first priority security interest in all of the
Depositor's right, title, and interest in, to and under the obligations of the
Seller to the Depositor deemed to be secured by said pledge and that the Trustee
shall be deemed to be an independent custodian for purposes of perfection of the
security interest granted to the Depositor. If the conveyance of the Mortgage
Loans from the Depositor to the Trustee is characterized as a pledge, it is the
intention of this Agreement that this Agreement shall constitute a security
agreement under applicable


                                      -52-
<PAGE>


law, and that the Depositor shall be deemed to have granted to the Trustee a
first priority security interest in all of the Depositor's right, title and
interest in, to and under the Mortgage Loans, all payments of principal of or
interest on such Mortgage Loans, all other rights relating to and payments made
in respect of the Trust Fund, and all proceeds of any thereof. If the trust
created by this Agreement terminates prior to the satisfaction of the claims of
any Person in any Certificates, the security interest created hereby shall
continue in full force and effect and the Trustee shall be deemed to be the
collateral agent for the benefit of such Person.

         In addition to the conveyance made in the first paragraph of this
Section 2.01, the Depositor does hereby convey, assign and set over to the
Trustee for the benefit of the Certificateholders its rights and interests under
the Sale Agreement, including the Depositor's right, title and interest in the
representations and warranties contained in the Sale Agreement, the rights in
the Transfer Agreement described therein, and the benefit of the repurchase
obligations and the obligation of the Seller contained in the Sale Agreement to
take, at the request of the Depositor or the Trustee, all action on its part
which is reasonably necessary to ensure the enforceability of a Mortgage Loan.
The Trustee hereby accepts such assignment, and shall be entitled to exercise
all rights of the Depositor under the Sale Agreement as if, for such purpose, it
were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit
and conveyance does not and is not intended to result in creation or assumption
by the Trustee of any obligation of the Depositor, the Seller, or any other
Person in connection with the Mortgage Loans or any other agreement or
instrument relating thereto.

         SECTION 2.02 Acceptance by the Trustee of the Mortgage Loans.

         Except as set forth in the Exception Report delivered contemporaneously
herewith (the "Exception Report"), the Trustee acknowledges receipt of the
Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does
not acknowledge receipt of all documents required to be included in such
Mortgage File) with respect to each Mortgage Loan and declares that it holds and
will hold such documents and any other documents constituting a part of the
Mortgage Files delivered to it in trust for the use and benefit of all present
and future Certificateholders. The Depositor will cause the Seller to repurchase
any Mortgage Loan to which a material exception was taken in the Exception
Report unless such exception is cured to the satisfaction of the Trustee within
45 Business Days of the Closing Date.

         The Trustee agrees, for the benefit of Certificateholders, to review
each Mortgage File delivered to it within 60 days after the Closing Date to
ascertain and to certify, within 70 days of the Closing Date, to the Depositor,
the Master Servicer, the Servicer and the Securities Administrator that all
documents required by Section 2.01 have been executed and received, and that
such documents relate to the Mortgage Loans identified in Exhibit B-1 that have
been conveyed to it. If the Trustee finds any document or documents constituting
a part of a Mortgage File to be missing or defective (that is, mutilated,
damaged, defaced or unexecuted) in any material respect, the Trustee shall
promptly (and in any event within no more than five Business Days) after such
finding so notify the Securities Administrator, the Master Servicer, the
Servicer, the Seller and the Depositor. The Trustee shall have no obligation to
verify if the documents listed in Section 2.01(F) exist if such documents are
not delivered to it. In addition, the Trustee shall also notify the Securities
Administrator, the Master Servicer, the Servicer, the Seller and the Depositor,
if the original Mortgage with evidence of recording thereon with respect to a
Mortgage Loan is not received within 70 days of the Closing Date; if it has not
been received because of a delay caused by the public recording office where
such Mortgage has been delivered for recordation, the Depositor shall deliver or
cause to be delivered to the Trustee written notice stating that such Mortgage
has been delivered to the appropriate public recording office for recordation
and thereafter the Depositor shall deliver or cause to be delivered such
Mortgage with evidence of recording thereon upon receipt thereof from the public
recording office. The Trustee shall request that the Seller correct or cure such
omission, defect or other irregularity, or substitute a Mortgage Loan pursuant
to the provisions of Section 2.03(c),


                                      -53-
<PAGE>


within 90 days from the date the Seller was notified of such omission or defect
and, if the Seller does not correct or cure such omission or defect within such
period, that the Seller purchase such Mortgage Loan from the Trust Fund within
90 days from the date the Trustee notified the Seller of such omission, defect
or other irregularity at the Purchase Price of such Mortgage Loan. The Purchase
Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be
paid to the Master Servicer prior to the related Servicing Transfer Date, and
thereafter to the Servicer and deposited by the Master Servicer or the Servicer,
as applicable, in the Certificate Account or Collection Account, as appropriate,
promptly upon receipt, and, upon receipt by the Trustee of written notification
of such deposit signed by a Servicing Officer, the Trustee, upon receipt of a
Request for Release, shall promptly release to the Seller the related Mortgage
File and the Trustee shall execute and deliver such instruments of transfer or
assignment, without recourse, as shall be requested by the Seller and necessary
to vest in the Seller or its designee, as the case may be, any Mortgage Loan
released pursuant hereto, and the Trustee shall have no further responsibility
with regard to such Mortgage Loan. It is understood and agreed that the
obligation of the Seller to purchase, cure or substitute any Mortgage Loan as to
which a material defect in or omission of a constituent document exists shall
constitute the sole remedy respecting such defect or omission available to the
Trustee on behalf of Certificateholders. The preceding sentence shall not,
however, limit any remedies available to the Certificateholders, the Depositor,
Securities Administrator or the Trustee pursuant to the Sale Agreement and any
Transfer Agreement. The Trustee shall be under no duty or obligation to inspect,
review and examine such documents, instruments, certificates or other papers to
determine that they are genuine, enforceable, recordable or appropriate to the
represented purpose, or that they have actually been recorded, or that they are
other than what they purport to be on their face. The Servicer, the Master
Servicer, the Securities Administrator and the Trustee shall keep confidential
the name of each Mortgagor except as required by this Agreement and the
Servicer, the Master Servicer, the Securities Administrator and the Trustee
shall not solicit any such Mortgagor for the purpose of refinancing the related
Mortgage Loan; notwithstanding anything herein to the contrary, the foregoing
shall not be construed to prohibit (i) disclosure of any and all information
that is or becomes publicly known, or information obtained by Trustee from
sources other than the other parties hereto, (ii) disclosure of any and all
information (A) if required to do so by any applicable law, rule or regulation,
(B) to any government agency or regulatory body having or claiming authority to
regulate or oversee any respects of Trustee's business or that of its
affiliates, (C) pursuant to any subpoena, civil investigation demand or similar
demand or request of any court, regulatory authority, arbitrator or arbitration
to which Trustee or any affiliate or an officer, director, employer or
shareholder thereof is a party or (D) to any affiliate, independent or internal
auditor, agent, employee or attorney of Trustee having a need to know the same,
provided that Trustee advises such recipient of the confidential nature of the
information being disclosed, or (iii) any other disclosure authorized by the
Depositor or Master Servicer.

         Within 70 days of the Closing Date, the Trustee shall deliver to the
Depositor, the Master Servicer, the Servicer and the Securities Administrator
the Trustee's Certification, substantially in the form of Exhibit D attached
hereto, evidencing the completeness of the Mortgage Files, with any exceptions
noted thereto.

         SECTION 2.03 Representations, Warranties and Covenants of the
Depositor.

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

                  (ii) The Depositor is duly organized and is validly existing
         as a corporation in good standing under the laws of the State of
         Delaware and has full power and authority (corporate and other)
         necessary to own or hold its properties and to conduct its business as
         now conducted by it and to enter into and perform its obligations under
         this Agreement and the Sale Agreement.

                  (iii) The Depositor has the full corporate power and authority
         to execute, deliver and perform, and to enter into and consummate the
         transactions contemplated by, this Agreement and the Sale Agreement and
         has duly authorized, by all necessary corporate action on its part, the
         execution, delivery and performance of this Agreement and the Sale
         Agreement; and this Agreement and the Sale Agreement, assuming the due
         authorization, execution and delivery hereof by the other parties
         hereto, constitutes a legal, valid and binding obligation of the
         Depositor, enforceable against the Depositor in accordance with its
         terms, subject, as to enforceability, to (i) bankruptcy, insolvency,
         reorganization, moratorium and other similar laws affecting creditors'
         rights generally and (ii) general principles of equity, regardless of
         whether enforcement is sought in a proceeding in equity or at law.


                                      -54-
<PAGE>

                  (iv) The execution and delivery of this Agreement and the Sale
         Agreement by the Depositor, the consummation of the transactions
         contemplated by this Agreement and the Sale Agreement, and the
         fulfillment of or compliance with the terms hereof are in the ordinary
         course of business of the Depositor and will not (A) result in a
         material breach of any term or provision of the charter or by-laws of
         the Depositor or (B) materially conflict with, result in a violation or
         acceleration of, or result in a material default under, the terms of
         any other material agreement or instrument to which the Depositor is a
         party or by which it may be bound or (C) constitute a material
         violation of any statute, order or regulation applicable to the
         Depositor of any court, regulatory body, administrative agency or
         governmental body having jurisdiction over the Depositor; and the
         Depositor is not in breach or violation of any material indenture or
         other material agreement or instrument, or in violation of any statute,
         order or regulation of any court, regulatory body, administrative
         agency or governmental body having jurisdiction over it which breach or
         violation may materially impair the Depositor's ability to perform or
         meet any of its obligations under this Agreement.

                  (v) No litigation is pending, or, to the best of the
         Depositor's knowledge, threatened, against the Depositor that would
         materially and adversely affect the execution, delivery or
         enforceability of this Agreement and the Sale Agreement or the ability
         of the Depositor to perform its obligations under this Agreement and
         the Sale Agreement in accordance with the terms hereof.

                  (vi) No consent, approval, authorization or order of any court
         or governmental agency or body is required for the execution, delivery
         and performance by the Depositor of, or compliance by the Depositor
         with, this Agreement and the Sale Agreement or the consummation of the
         transactions contemplated hereby, or if any such consent, approval,
         authorization or order is required, the Depositor has obtained the
         same. The Depositor hereby represents and warrants to the Trustee with
         respect to each Mortgage Loan as of the Closing Date, and following the
         transfer of the Mortgage Loans to it by the Seller, the Depositor had
         good title to the Mortgage Loans and the Mortgage Notes were subject to
         no offsets, claims, liens, mortgage, pledge, charge, security interest,
         defenses or counterclaims.

                  (b) The representations and warranties of each Transferor with
respect to the related Mortgage Loans in the applicable Transfer Agreement,
which have been assigned to the Trustee hereunder, were made as of the date
specified in the applicable Transfer Agreement (or underlying agreement, if such
Transfer Agreement is in the form of an assignment of a prior agreement). To the
extent that any fact, condition or event with respect to a Mortgage Loan
constitutes a breach of both (i) a representation or warranty of the applicable
Transferor under the applicable Transfer Agreement and (ii) a representation or
warranty of the Seller under the Sale Agreement, the Securities Administrator on
behalf of the Trustee shall enforce the obligations of the Seller under the Sale
Agreement and to the extent the Seller does not fulfill its contracted
obligations then the Securities Administrator on behalf of the Trustee shall
enforce the obligations of the applicable Transferor under any applicable
representation or warranty made by it. The Trustee further acknowledges that the
Depositor shall have no obligation or liability with respect to any breach of
any representation or warranty with respect to the Mortgage Loans under any
circumstances.

                  (c) Upon discovery by any of the Depositor, the Master
Servicer, the Servicer, the Securities Administrator or the Trustee of a breach
of any of such representations and warranties that adversely and materially
affects the value of the related Mortgage Loan, prepayment charges or the
interests of the Certificateholders, the party discovering such breach shall
give prompt written notice to the other parties. Within 90 days of the discovery
of such breach of any representation or warranty, the applicable Transferor or
the Seller, as applicable, shall either (a) cure such breach in all material
respects, (b) repurchase such Mortgage Loan or any property acquired in respect
thereof from the Trustee at the


                                      -55-
<PAGE>
Purchase Price or (c) within the two year period following the Closing Date,
substitute a Replacement Mortgage Loan for the affected Mortgage Loan. In the
event of discovery of a breach of any representation and warranty of any
Transferor or the Seller, the Securities Administrator on behalf of the Trustee
shall enforce the Trustee's rights under the applicable Transfer Agreement and
the Sale Agreement for the benefit of Certificateholders. If a breach of the
representations and warranties set forth in the Transfer Agreement hereof exists
solely due to the unenforceability of a prepayment charge, the Trustee shall
notify the Servicer thereof and not seek to enforce the repurchase remedy
provided for herein unless such Mortgage Loan is not current. In the event of a
breach of the representations and warranties with respect to the Mortgage Loans
set forth in a Transfer Agreement, the Trustee shall enforce the right of the
Trust Fund to be indemnified for such breach of representation and warranty. In
the event that such breach relates solely to the unenforceability of a
prepayment charge, amounts received in respect of such indemnity up to the
amount of such prepayment charge shall be distributed pursuant to Section
4.04(b)(i). As provided in the Sale Agreement, if the Transferor substitutes for
a Mortgage Loan for which there is a breach of any representations and
warranties in the related Transfer Agreement which adversely and materially
affects the value of such Mortgage Loan and such substitute mortgage loan is not
a Replacement Mortgage Loan, under the terms of the Sale Agreement, the Seller
will, in exchange for such substitute Mortgage Loan, (i) provide the applicable
Purchase Price for the affected Mortgage Loan or (ii) within two years of the
Closing Date, substitute such affected Mortgage Loan with a Replacement Mortgage
Loan. Any such substitution shall not be effected prior to the additional
delivery to the Trustee of a Request for Release substantially in the form of
Exhibit I and shall not be effected unless it is within two years of the Startup
Date. The Seller indemnifies and holds the Trust Fund, the Trustee, the
Securities Administrator, the Depositor, the Master Servicer, the Servicer and
each Certificateholder harmless against any and all taxes, claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, fees and expenses that the Trust Fund, the
Trustee, the Securities Administrator, the Depositor, the Master Servicer, the
Servicer and any Certificateholder may sustain in connection with any actions of
the Seller relating to a repurchase of a Mortgage Loan other than in compliance
with the terms of this Section 2.03 and the Sale Agreement, to the extent that
any such action causes (i) any federal or state tax to be imposed on the Trust
Fund or any REMIC provided for herein, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section 860(d)(1) of the Code,
or (ii) any REMIC created hereunder to fail to qualify as a REMIC at any time
that any Certificate is outstanding. In furtherance of the foregoing, if the
Transferor or the Seller, as applicable, is not a member of MERS and repurchases
a Mortgage Loan which is registered on the MERS System, the Transferor or the
Seller, as applicable, at its own expense and without any right of
reimbursement, shall cause MERS to execute and deliver an assignment of the
Mortgage in recordable form to transfer the Mortgage from MERS to the Transferor
or the Seller, as applicable, and shall cause such Mortgage to be removed from
registration on the MERS System in accordance with MERS' rules and regulations.

         With respect to any Mortgage Loan repurchased by the Seller pursuant to
the Sale Agreement or by any Transferor pursuant to the applicable Transfer
Agreement, the principal portion of the funds received by the Securities
Administrator, in respect of such repurchase of a Mortgage Loan will be
considered a Principal Prepayment and shall be deposited in the Certificate
Account pursuant to Section 3.05. The Trustee, upon receipt of notice from the
Securities Administrator of its receipt of the full amount of the Purchase Price
for a Deleted Mortgage Loan, or upon receipt of the Mortgage File for a
Replacement Mortgage Loan substituted for a Deleted Mortgage Loan, shall release
or cause to be released and reassign to the Seller or the applicable Transferor,
as applicable, the related Mortgage File for the Deleted Mortgage Loan and shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, representation or warranty, as shall be necessary to vest in
such party or its designee or assignee title to any Deleted Mortgage Loan
released pursuant hereto, free and clear of all security interests, liens and
other encumbrances created by this Agreement, which instruments shall be



                                      -56-
<PAGE>

prepared by the Securities Administrator, and neither the Trustee nor the
Securities Administrator shall have any further responsibility with respect to
the Mortgage File relating to such Deleted Mortgage Loan.

         With respect to each Replacement Mortgage Loan to be delivered to the
Trustee (or its custodian) pursuant to the terms of this Article II in exchange
for a Deleted Mortgage Loan: (i) the applicable Transferor or the Seller, as
applicable, must deliver to the Trustee (or its custodian) the Mortgage File for
the Replacement Mortgage Loan containing the documents set forth in Section 2.01
along with a written certification certifying as to the Mortgage Loan satisfying
all requirements under the definition of Replacement Mortgage Loan and the
delivery of such Mortgage File and containing the granting language set forth in
Section 2.01; and (ii) the Depositor will be deemed to have made, with respect
to such Replacement Mortgage Loan, each of the representations and warranties
made by it with respect to the related Deleted Mortgage Loan. The Securities
Administrator shall review the Mortgage File with respect to each Replacement
Mortgage Loan and certify to the Depositor that all documents required by
Section 2.01 have been executed and received.

         For any month in which the Seller substitutes one or more Replacement
Mortgage Loans for one or more Deleted Mortgage Loans, the Seller will determine
the amount (if any) by which the aggregate principal balance of all such
Replacement Mortgage Loans as of the date of substitution and the aggregate
prepayment penalties with respect to such Replacement Mortgage Loans is less
than the aggregate Stated Principal Balance (after application of the principal
portion of the Scheduled Payment due in the month of substitution) and aggregate
prepayment penalties of all such Deleted Mortgage Loans. An amount equal to the
aggregate of the deficiencies described in the preceding sentence (such amount,
the "Substitution Adjustment Amount") shall be deposited into the Certificate
Account by the Seller on the Determination Date for the Distribution Date
relating to the Prepayment Period during which the related Mortgage Loan became
required to be purchased or replaced hereunder.

         Notwithstanding any other provision of this Agreement, the right to
substitute Mortgage Loans pursuant to this Article II shall be subject to the
additional limitations that no substitution of a Replacement Mortgage Loan for a
Deleted Mortgage Loan shall be made unless the Securities Administrator shall
have received an Opinion of Counsel (at the expense of the party seeking to make
the substitution) that, under current law, such substitution will not (A) affect
adversely the status of any REMIC established hereunder as a REMIC, or of the
related "regular interests" as "regular interests" in any such REMIC, or (B)
cause any such REMIC to engage in a "prohibited transaction" or prohibited
contribution pursuant to the REMIC Provisions.

         The Trustee shall amend the Mortgage Loan Schedule to reflect the
removal of such Deleted Mortgage Loan from the terms of this Agreement and the
substitution of the Replacement Mortgage Loan or Replacement Mortgage Loans.
Upon such substitution by the Seller, such Replacement Mortgage Loan or
Replacement Mortgage Loans shall constitute part of the Mortgage Pool and shall
be subject in all respects to the terms of this Agreement and the Sale
Agreement, including all applicable representations and warranties thereof
included in the Sale Agreement as of the date of substitution.

                  (d) It is understood and agreed that the representations,
warranties and indemnification (i) set forth in this Section 2.03, (ii) of the
Seller and the Depositor set forth in the Sale Agreement and assigned to the
Trustee by the Depositor hereunder and (iii) of each Transferor, assigned by the
Seller to the Depositor pursuant to the Sale Agreement and assigned to the
Trustee by the Depositor hereunder shall each survive delivery of the Mortgage
Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and
shall continue throughout the term of this Agreement.

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


                                      -57-
<PAGE>

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

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

                           (i) The Master Servicer is duly organized and is
validly existing as a national banking association and is duly authorized and
qualified to transact any and all business contemplated by this Agreement to be
conducted by the Master Servicer in any state in which a Mortgaged Property is
located or is otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the doing business laws
of any such state, to the extent necessary to ensure its ability to enforce each
Mortgage Loan, to service the Mortgage Loans in accordance with the terms of
this Agreement and to perform any of its other obligations under this Agreement
in accordance with the terms hereof.

                           (ii) The Master Servicer has the power and authority
and to service each Mortgage Loan, and to execute, deliver and perform, and to
enter into and consummate the transactions contemplated by this Agreement and
has duly authorized by all necessary action on the part of the Master Servicer
the execution, delivery and performance of this Agreement; and this Agreement,
assuming the due authorization, execution and delivery hereof by the other
parties hereto, constitutes a legal, valid and binding obligation of the Master
Servicer, enforceable against the Master Servicer in accordance with its terms,
except that (A) the enforceability hereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws relating to
creditors' rights generally and (B) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.

                           (iii) The execution and delivery of this Agreement by
the Master Servicer, the master servicing of the Mortgage Loans under this
Agreement, the consummation of any other of the transactions contemplated by
this Agreement, and the fulfillment of or compliance with the terms hereof are
in the ordinary course of business of the Master Servicer and will not (A)
result in a material breach of any term or provision of the charter or by-laws
of the Master Servicer or (B) materially conflict with, result in a material
breach, violation or acceleration of, or result in a material default under, the
terms of any other material agreement or instrument to which the Master Servicer
is a party or by which it may be bound, or (C) constitute a material violation
of any statute, order or regulation applicable to the Master Servicer of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over the Master Servicer; and the Master Servicer is not in breach
or violation of any material indenture or other material agreement or
instrument, or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over it which breach or violation may materially impair the Master Servicer's
ability to perform or meet any of its obligations under this Agreement.

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

                           (v) Except as previously disclosed to the Depositor,
no litigation is pending or, to the best of the Master Servicer's knowledge,
threatened, against the Master Servicer that would materially and adversely
affect the execution, delivery or enforceability of this Agreement or to perform
any of its other obligations under this Agreement in accordance with the terms
hereof.

                           (vi) No consent, approval, authorization or order of
any court or governmental agency or body is required for the execution, delivery
and performance by the Master Servicer of, or compliance by the Master Servicer
with, this Agreement or the consummation of the


                                      -58-
<PAGE>


transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, the Master Servicer has obtained the same.

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

                           (i) The Servicer is duly organized and is validly
existing as a corporation in good standing under the laws of the State of Nevada
and is duly authorized and qualified to transact any and all business
contemplated by this Agreement to be conducted by the Servicer in any state in
which a Mortgaged Property is located or is otherwise not required under
applicable law to effect such qualification and, in any event, is in compliance
with the doing business laws of any such state, to the extent necessary to
ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans
in accordance with the terms of this Agreement and to perform any of its other
obligations under this Agreement in accordance with the terms hereof.

                           (ii) The Servicer has the corporate power and
authority and to service each Mortgage Loan, and to execute, deliver and
perform, and to enter into and consummate the transactions contemplated by this
Agreement and has duly authorized by all necessary corporate action on the part
of the Servicer the execution, delivery and performance of this Agreement; and
this Agreement, assuming the due authorization, execution and delivery hereof by
the other parties hereto, constitutes a legal, valid and binding obligation of
the Servicer, enforceable against the Servicer in accordance with its terms,
except that (a) the enforceability hereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws relating to
creditors' rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.

                           (iii) The execution and delivery of this Agreement by
the Servicer, the servicing of the Mortgage Loans under this Agreement, the
consummation of any other of the transactions contemplated by this Agreement,
and the fulfillment of or compliance with the terms hereof are in the ordinary
course of business of the Servicer and will not (A) result in a material breach
of any term or provision of the charter or by-laws of the Servicer or (B)
materially conflict with, result in a material breach, violation or acceleration
of, or result in a material default under, the terms of any other material
agreement or instrument to which the Servicer is a party or by which it may be
bound, or (C) constitute a material violation of any statute, order or
regulation applicable to the Servicer of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the
Servicer; and the Servicer is not in breach or violation of any material
indenture or other material agreement or instrument, or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it which breach or
violation may materially impair the Servicer's ability to perform or meet any of
its obligations under this Agreement.

                           (iv) The Servicer is an approved servicer of mortgage
loans for Fannie Mae and is an approved servicer of all types of mortgage loans
for Freddie Mac.

                           (v) Except as previously disclosed to the Depositor
in the Prospectus Supplement, no litigation is pending or, to the best of the
Servicer's knowledge, threatened, against the Servicer that would materially and
adversely affect the execution, delivery or enforceability of this Agreement or
the ability of the Servicer to service the Mortgage Loans or to perform any of
its other obligations under this Agreement in accordance with the terms hereof.

                           (vi) No consent, approval, authorization or order of
any court or governmental agency or body is required for the execution, delivery
and performance by the Servicer of, or compliance by the Servicer with, this
Agreement or the consummation of the transactions


                                      -59-
<PAGE>

contemplated hereby, or if any such consent, approval, authorization or order is
required, the Servicer has obtained the same.

                           (vii) The Servicer has fully furnished and will fully
furnish (for the period it serviced the Mortgage Loans), in accordance with the
Fair Credit Reporting Act and its implementing regulations, accurate and
complete information (e.g., favorable and unfavorable) on its borrower credit
files to Equifax, Experian and Trans Union Credit Information Company on a
monthly basis.

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

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

                           (ii) The Securities Administrator has the full
corporate power and authority and to execute, deliver and perform, and to enter
into and consummate the transactions contemplated by this Agreement and has duly
authorized by all necessary corporate action on the part of the Securities
Administrator the execution, delivery and performance of this Agreement; and
this Agreement, assuming the due authorization, execution and delivery hereof by
the other parties hereto, constitutes a legal, valid and binding obligation of
the Securities Administrator, enforceable against the Securities Administrator
in accordance with its terms, except that (a) the enforceability hereof may be
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors' rights generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.

                           (iii) The execution and delivery of this Agreement by
the Securities Administrator, the consummation of any other of the transactions
contemplated by this Agreement, and the fulfillment of or compliance with the
terms hereof are in the ordinary course of business of the Securities
Administrator and will not (A) result in a material breach of any term or
provision of the charter or by-laws of the Securities Administrator or (B)
materially conflict with, result in a material breach, violation or acceleration
of, or result in a material default under, the terms of any other material
agreement or instrument to which the Securities Administrator is a party or by
which it may be bound, or (C) constitute a material violation of any statute,
order or regulation applicable to the Securities Administrator of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over the Securities Administrator; and the Securities Administrator is not in
breach or violation of any material indenture or other material agreement or
instrument, or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over it which breach or violation may materially impair the Securities
Administrator's ability to perform or meet any of its obligations under this
Agreement.

                           (iv) No litigation is pending or, to the best of the
Securities Administrator's knowledge, threatened, against the Securities
Administrator that would materially and adversely affect the execution, delivery
or enforceability of this Agreement or the ability of the Securities
Administrator to perform any of its other obligations under this Agreement in
accordance with the terms hereof.

                           (v) No consent, approval, authorization or order of
any court or governmental agency or body is required for the execution, delivery
and performance by the Securities Administrator of, or compliance by the
Securities Administrator with, this Agreement or the consummation of the
transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, the Securities Administrator has obtained
the same.


                                      -60-
<PAGE>


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

         Upon discovery by the Depositor, the Master Servicer, the Servicer, the
Securities Administrator or the Trustee that any Mortgage Loan does not
constitute a "qualified mortgage" within the meaning of section 860G(a)(3) of
the Code, the party discovering such fact shall promptly (and in any event
within 5 Business Days of discovery) give written notice thereof to the other
parties. In connection therewith, the Depositor shall, at the Depositor's
option, either (i) substitute, if the conditions in Section 2.03(c) with respect
to substitutions are satisfied, a Replacement Mortgage Loan for the affected
Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of
such discovery in the same manner as it would a Mortgage Loan for a breach of
representation or warranty contained in Section 2.03. The Trustee, upon the
written direction of the Depositor, shall reconvey to the Depositor the Mortgage
Loan to be released pursuant hereto in the same manner, and on the same terms
and conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty contained in Section 2.03.

         SECTION 2.06. Authentication and Delivery of Certificates.

         The Trustee acknowledges the transfer and assignment to it of the Trust
Fund and, concurrently with such transfer and assignment, the Securities
Administrator has caused to be authenticated and delivered to or upon the order
of the Depositor, in exchange for the Mortgage Loans, Certificates duly
authenticated by the Authenticating Agent in authorized denominations evidencing
ownership of the entire Trust Fund. The Trustee agrees to hold the Trust Fund
and exercise the rights referred to above for the benefit of all present and
future Holders of the Certificates and to perform its duties set forth in this
Agreement in accordance with the provisions hereof.

         SECTION 2.07. REMIC Elections.

                  (a) The Depositor hereby instructs and authorizes the
Securities Administrator on behalf of the Trustee to make an appropriate
election to treat each of the Upper Tier REMIC, Middle Tier REMIC 1, Middle Tier
REMIC 2 and the Lower Tier REMIC as a REMIC. The Trustee, upon the written
direction of the Securities Administrator, shall sign the returns providing for
such elections and such other tax or information returns which are required to
be signed by the Trustee under applicable law. This Agreement shall be construed
so as to carry out the intention of the parties that each of the Upper Tier
REMIC, Middle Tier REMIC 1, Middle Tier REMIC 2 and the Lower Tier REMIC be
treated as a REMIC at all times prior to the date on which the Trust Fund is
terminated.

                  (b) The Preliminary Statement sets forth the designations and
"latest possible maturity date" for federal income tax purposes of all interests
created hereby. The "Startup Date" for purposes of the REMIC Provisions shall be
the Closing Date. Each REMIC's fiscal year shall be the calendar year.

         The Lower Tier REMIC shall consist of all of the assets of the Trust
Fund other than (i) the interests issued by the Lower Tier REMIC, the interests
issued by Middle Tier REMIC 1, the interests issued by Middle Tier REMIC 2 and
the interests issued by the Upper Tier REMIC, (ii) the rights to receive
Prepayment Penalties and (iii) the grantor trusts described in Section 2.07
hereof. The Lower Tier REMIC shall issue the Lower Tier REMIC Regular Interests
which shall be designated as regular interests of such REMIC and shall issue the
Class LTR Interest that shall be designated as the sole class of residual
interest in the Lower Tier REMIC. Each of the Lower Tier REMIC Regular Interests
shall have the characteristics set forth in its definition.

         The assets of Middle Tier REMIC 1 shall be the Lower Tier REMIC Regular
Interests. The Middle Tier REMIC 1 Regular Interests shall be designated as the
regular interests in Middle Tier

                                      -61-
<PAGE>


REMIC 1 and the Class MT1R Interest shall be designated as the sole class of
residual interest in Middle Tier REMIC 1. Each of the Middle Tier REMIC 1
Regular Interests shall have the characteristics set forth in its definition.

         The assets of Middle Tier REMIC 2 shall be the Middle Tier REMIC 1
Regular Interests (other than the Middle Tier REMIC 1 IO Interests). The Middle
Tier REMIC 2 Regular Interests shall be designated as the regular interests in
Middle Tier REMIC 2 and the Class MT2R Interest shall be designated as the sole
class of residual interest in Middle Tier REMIC 2. Each of the Middle Tier REMIC
2 Regular Interests shall have the characteristics set forth in its definition.

         The assets of the Upper Tier REMIC shall be the Middle Tier REMIC 2
Regular Interests and the Middle Tier REMIC 1 IO Interests. The Upper Tier REMIC
Regular Interests shall be designated as the regular interests in the Upper Tier
REMIC and the Residual Interest shall be designated as the sole class of
residual interest in the Upper Tier REMIC. For federal income tax purposes, the
interest rate on each Upper Tier REMIC Regular Interest (other than the Class
UTX Interest and the Class A-X Certificates) and on the sole class of Residual
Interest shall be subject to a cap equal to the Adjusted Net WAC.

         The beneficial ownership of the Class LTR Interest, the Class MT1R
Interest, the Class MT2R Interest and the Residual Interest shall be represented
by the Class R Certificate. None of the Class LTR Interest, the Class MT1R
Interest and the Class MT2R Interest shall have a principal balance or bear
interest.

                  (c) The "tax matters person" with respect to each REMIC for
purposes of the REMIC Provisions shall be the beneficial owner of the Class R
Certificate; provided, however, that the Holder of a Class R Certificate, by its
acceptance thereof, irrevocably appoints the Securities Administrator as its
agent and attorney-in-fact to act as "tax matters person" with respect to each
REMIC for purposes of the REMIC Provisions. If there is more than one beneficial
owner of the Class R Certificate, the "tax matters person" shall be the Person
with the greatest percentage interest in the Class R Certificate and, if there
is more than one such Person, shall be determined under Treasury regulation
Section 1.860F-4(d) and Treasury regulation Section 301.6231(a)(7)-1.

                  (d) It is intended that the rights of the Class A
Certificates, Class R Certificate, Class M-1 Certificates, Class M-2
Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates to receive payments in respect of Excess Interest shall be treated
as a right in interest rate cap contracts written in favor of the holders of the
Class A Certificates, Class R Certificate, Class M-1 Certificates, Class M-2
Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates by the grantor trust described below, and such shall be accounted
for as property held separate and apart from the regular interests in the Upper
Tier REMIC held by the holders of the Class A Certificates, M-1 Certificates,
Class M-2 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class
B-3 Certificates and the residual interest in the Upper Tier REMIC held by the
holder of the Class R Certificate. For information reporting requirements, the
rights of the Class A, Class R, Class M-1, Class M-2, Class B-1, Class B-2 and
Class B-3 Certificates to receive payments in respect of excess interest shall
be assumed to have zero value or a de minimus value. This provision is intended
to satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the
treatment of property rights coupled with REMIC interests to be separately
respected and shall be interpreted consistently with such regulation. On each
Distribution Date, to the extent that any of the Class A Certificates, Class R
Certificate, M-1 Certificates, Class M-2 Certificates, Class B-1 Certificates,
Class B-2 Certificates and Class B-3 Certificates receive payments of Excess
Interest, such amounts will be treated as distributed by the Upper-Tier REMIC on
the uncertificated Class UTX Interest and then paid to the relevant Class of
Certificates pursuant to the related interest rate cap contract.

                  (e) The parties intend that the portion of the Trust Fund
consisting of the right to receive Prepayment Penalties shall be treated as a
"grantor trust" under the Code and the provisions hereof shall be interpreted
consistently with this intention.


                                      -62-
<PAGE>


                  (f) All payments of principal received with respect to the
Mortgage Loans shall be deemed paid to, and Realized Losses with respect to
principal shall be allocated to, the Class LTB Interest in reduction of its
principal amount until such principal amount has been reduced to zero.
Thereafter, all payments of principal received with respect to the Mortgage
Loans shall be deemed paid to, and Realized Losses with respect to principal
shall be allocated to, the Class LTA1 Interest through the Class LTA30 Interest.
All principal deemed paid and Realized Losses allocated to the Class LTA1
Interest through the Class LTA30 Interest shall be deemed paid or allocated
first to the Class LTA1 Interest until its principal balance has been reduced to
zero and to such other Lower Tier REMIC Regular Interests in numerical order
until the principal balance of each in turn has been reduced to zero. All
payments of principal deemed received with respect to the Lower Tier REMIC
Regular Interests shall be deemed paid to, and Realized Losses with respect to
principal allocated to such interests shall be allocated to, the Class MT1B
Interest in reduction of its principal amount until such principal amount has
been reduced to zero; provided, however, that no Realized Losses that are not
applied against overcollateralization or the principal amount of the Class M,
Class X or Class B Certificates will be allocated to the Class MT1B Interest.
Thereafter, all payments of principal deemed received with respect to the Lower
Tier REMIC Regular Interests shall be deemed paid to, and Realized Losses with
respect to principal allocated to such interests shall be allocated to, the
Class MT1A1 Interest through the Class MT1A30 Interest; provided, however, that
no Realized Losses that are not applied against overcollateralization or the
principal amount of the Class M, Class X or Class B Certificates will be
allocated to any of the Class MT1A1 Interest through Class MT1A30 Interest. All
principal deemed paid and Realized Losses allocated to the Class MT1A1 Interest
through the Class MT1A30 Interest shall be deemed paid or allocated first to the
Class MT1A1 Interest until its principal balance has been reduced to zero and to
such other Middle Tier REMIC 1 Regular Interests in numerical order until the
principal balance of each in turn has been reduced to zero. All payments in
respect of the Middle Tier REMIC 1 Regular Interests (other than the Middle Tier
REMIC 1 IO Interests) shall be paid to the Middle Tier REMIC 2 Regular Interests
until the principal balance of all such interests have been reduced to zero and
any losses allocated to such interests have been reimbursed. Any excess amounts
shall be distributed to the Class MT2R Interest. On each Distribution Date, an
amount equal to 50% of the increase in the Overcollateralization Amount shall be
payable as a reduction of the principal amounts of the Middle Tier REMIC 2
Marker Classes (with such amount allocated among the Middle Tier REMIC 2 Marker
Classes so that each Middle Tier REMIC 2 Marker Class will have its principal
reduced by an amount equal to 50% of any increase in the Overcollateralization
Amount that results in a reduction in the principal balance of its Corresponding
Upper Tier REMIC Interests) and will be accrued and added to the principal
balance of the Class MT2X Interest. All payments of scheduled principal and
prepayments of principal on the Mortgage Loans shall be allocated 50% to the
Class MT2X Interest and 50% to the Middle Tier REMIC 2 Marker Classes (with
principal payments allocated to each of the Middle Tier REMIC 2 Marker Classes
in an amount equal to 50% of the principal amounts distributed to the
Corresponding Upper Tier REMIC Interests in reduction of their principal
amounts). Notwithstanding the preceding sentence, an amount equal to the
principal payments that result in a reduction in the Overcollateralization
Amount shall be treated as payable entirely to the Class MT2X Interest. Realized
Losses, other than Realized Losses that are not applied against
overcollateralization or the principal amount of the Class M, Class X or Class B
Certificates, shall be applied to the Middle Tier REMIC 2 Marker Classes and the
Class MT2X Interest so that after all distributions have been made on each
Distribution Date (i) the principal balance of each of the Middle Tier REMIC 2
Marker Classes is equal to 50% of the principal balance of the Corresponding
Upper Tier REMIC Interests and (ii) the principal balance of the Class MT2X
Interest is equal to the sum of (x) 50% of the aggregate principal balance of
the Middle Tier 2 Regular Interests and (y) 50% of the Overcollateralization
Amount. Each Middle Tier REMIC 2 Marker Class shall be entitled to receive an
amount equal to 50% of all amounts distributed to the Corresponding Upper Tier
REMIC Interest in respect of unreimbursed amounts of Realized Losses. The Class
MT2X Interest shall be entitled to receive all other amounts distributed to the
Certificates in respect of unreimbursed amounts of Realized Losses.



                                      -63-
<PAGE>


         All payments of scheduled principal and prepayments on the Mortgage
Loans, and Realized Losses on the Mortgage Loans, shall be allocated among the
Upper Tier REMIC Regular Interests in the same manner as such payments or
Realized Losses are allocated to the Related Certificates (treating the Class N
Certificates and the Class X Certificates as related to the Class UTXN Interest
for this purpose). Each Upper Tier REMIC Regular Interest shall be entitled to
receive all amounts distributed to the Related Certificates in respect of
unreimbursed amounts of Realized Losses (treating the Class N Certificates and
the Class X Certificates as related to the Class UTXN Interest for this
purpose).

         In the event that any REMIC provided for herein fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by the Servicer of its duties and
obligations set forth herein, the Servicer shall indemnify the Trustee, the
Securities Administrator, the Master Servicer and the Trust Fund against any and
all Losses resulting from such negligence; provided, however, that the Servicer
shall not be liable for any such Losses attributable to the action or inaction
of the Securities Administrator, the Depositor or the Holder of such Class R
Certificate, as applicable, nor for any such Losses resulting from
misinformation provided by the Holder of such Class R Certificate on which the
Servicer has relied. The foregoing shall not be deemed to limit or restrict the
rights and remedies of the Holder of such Class R Certificate now or hereafter
existing at law or in equity. Notwithstanding the foregoing, however, in no
event shall the Servicer have any liability (1) for any action or omission that
is taken in accordance with and in compliance with the express terms of, or
which is expressly permitted by the terms of, this Agreement, (2) for any Losses
other than arising out of a negligent performance by the Servicer of its duties
and obligations set forth herein, and (3) for any special or consequential
damages to Certificateholders (in addition to payment of principal and interest
on the Certificates).

         In the event that any REMIC provided for herein fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by the Securities Administrator of
its duties and obligations set forth herein, the Securities Administrator shall
indemnify the Trust Fund against any and all Losses resulting from such
negligence; provided, however, that the Securities Administrator shall not be
liable for any such Losses attributable to the action or inaction of the
Servicer, the Depositor, the Trustee or the Holder of such Class R Certificate,
as applicable, nor for any such Losses resulting from misinformation provided by
the Holder of such Class R Certificate on which the Securities Administrator has
relied. The foregoing shall not be deemed to limit or restrict the rights and
remedies of the Holder of such Class R Certificate now or hereafter existing at
law or in equity. Notwithstanding the foregoing, however, in no event shall the
Securities Administrator have any liability (1) for any action or omission that
is taken in accordance with and in compliance with the express terms of, or
which is expressly permitted by the terms of, this Agreement, (2) for any Losses
other than arising out of a negligent performance by the Securities
Administrator of its duties and obligations set forth herein, and (3) for any
special or consequential damages to Certificateholders (in addition to payment
of principal and interest on the Certificates).

         SECTION 2.08. Covenants of the Master Servicer.

         The Master Servicer hereby covenants to each of the other parties to
this Agreement as follows:

                  (a) the Master Servicer shall comply in the performance of its
obligations under this Agreement and with all reasonable rules and requirements
of the insurer under each Required Insurance Policy to the extent the Master
Servicer is acting as servicer hereunder;


                                      -64-
<PAGE>

                  (b) no written information, certificate of an officer,
statement furnished in writing or written report delivered to the Depositor, the
Servicer or the Trustee, any affiliate of the Depositor, the Servicer, the
Securities Administrator or the Trustee and prepared by the Master Servicer
pursuant to this Agreement will be inaccurate in any material respect, provided,
however, that the Master Servicer shall not be responsible for inaccurate
information provided to it by third parties.

         SECTION 2.09. Covenants of the Servicer.

         The Servicer hereby covenants to each of the other parties to this
Agreement as follows:

                  (a) the Servicer shall comply in the performance of its
obligations under this Agreement with all reasonable rules and requirements of
the insurer under each Required Insurance Policy;

                  (b) no written information, certificate of an officer,
statement furnished in writing or written report delivered to the Depositor, the
Master Servicer, the Securities Administrator or the Trustee, any affiliate of
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
and prepared by the Servicer pursuant to this Agreement will be inaccurate in
any material respect, provided, however, that the Servicer shall not be
responsible for inaccurate information provided to it by third parties.

         SECTION 2.10. [RESERVED].

         SECTION 2.11. Permitted Activities of the Trust. The Trust is created
for the object and purpose of engaging in the Permitted Activities.

         SECTION 2.12. Qualifying Special Purpose Entity. For purposes of SFAS
140, the parties hereto intend that the Trust Fund shall be treated as a
"qualifying special purpose entity" as such term is used in SFAS 140 and any
successor rule thereto and its power and authority as stated in Section 2.11 of
this Agreement shall be limited in accordance with paragraph 35 or SFAS 140.

                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

         SECTION 3.01. Servicer to Service Mortgage Loans.

         For and on behalf of the Certificateholders, the Servicer shall service
and administer the Mortgage Loans in accordance with Accepted Servicing
Practices. In connection with such servicing and administration, the Servicer
shall have full power and authority, acting alone and/or through subservicers as
provided in Section 3.02 hereof, to do or cause to be done any and all things
that it may deem necessary or desirable in connection with such servicing and
administration, including but not limited to, the power and authority, subject
to the terms hereof (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but only
in the manner provided in this Agreement), (iii) to collect any Insurance
Proceeds and other Liquidation Proceeds and (iv) subject to Section 3.12(a), to
effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan; provided that, subject to Section 6.03, the
Servicer shall not take any action that is inconsistent with or prejudices the
interests of the Trust Fund or the Certificateholders in any Mortgage Loan
serviced by it under this


                                      -65-
<PAGE>


Agreement or the rights and interests of the other parties to this Agreement
except as otherwise required by this Agreement or by law. The Servicer shall not
make or permit any modification, waiver or amendment of any term of any Mortgage
Loan which would cause any of the REMICs provided for herein to fail to qualify
as a REMIC or result in the imposition of any tax under Section 860G(a) or
860G(d) of the Code. The Servicer shall represent and protect the interest of
the Trust Fund in the same manner as it currently protects its own interest in
mortgage loans in its own portfolio in any claim, proceeding or litigation
regarding a Mortgage Loan, but in any case not in any manner that is a lesser
standard than that provided in the first sentence of this Section 3.01. Without
limiting the generality of the foregoing, the Servicer, in its own name or in
the name of the Depositor and the Trustee, is hereby authorized and empowered by
the Depositor and the Trustee, when the Servicer believes it appropriate in its
reasonable judgment, to execute and deliver, on behalf of the Trustee, the
Depositor, the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge,
subordinations and all other comparable instruments, with respect to the
Mortgage Loans, and with respect to the Mortgaged Properties held for the
benefit of the Certificateholders. The Servicer shall prepare and deliver to the
Depositor, the Securities Administrator and/or the Trustee such documents
requiring execution and delivery by any or all of them as are necessary or
appropriate to enable the Servicer to service and administer the Mortgage Loans,
to the extent that the Servicer is not permitted to execute and deliver such
documents pursuant to the preceding sentence. Upon receipt of such documents,
the Depositor, the Securities Administrator and/or the Trustee shall execute
such documents and deliver them to the Servicer. For purposes of this Section
3.01, the Trustee hereby will provide to the Servicer 50 powers of attorney
(intended to be one power of attorney for each state in the United States) to
execute and file any and all documents necessary to fulfill the obligations of
the Servicer under this Section 3.01.

         The Servicer shall not be required to make any Servicing Advance with
respect to a Mortgage Loan that is 150 days or more delinquent.

         The Servicer shall deliver a list of Servicing Officers to the
Securities Administrator and the Trustee by the Closing Date.

         The Servicer will transmit full-file credit reporting data for each
Mortgage Loan pursuant to Fannie Mae Guide Announcement 97-02 and that for each
Mortgage Loan, the Servicer agrees that it shall report one of the following
statuses each month as follows: current, delinquent (30-, 60-, 90-days, etc.),
foreclosed or charged-off.

         The Servicer further is authorized and empowered by the Trustee, on
behalf of the Certificateholders and the Trustee, in its own name or in the name
of the Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage Loan on
the MERS System, or cause the removal from the registration of any Mortgage Loan
on the MERS System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses incurred in connection with the
actions described in the preceding sentence or as a result of MERS discontinuing
or becoming unable to continue operations in connection with the MERS System,
shall be subject to withdrawal by the Servicer from the Collection Account.

         With respect to any Mortgage Loan, the Servicer may consent to the
refinancing of the prior senior lien relating to such Mortgage Loan, provided
that the following requirements are met:


                                      -66-
<PAGE>

                  (a) the resulting Combined Loan-to-Value Ratio of such
Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such
refinancing; and

                  (b) the interest rate for the loan evidencing the refinanced
senior lien is no more than 2.0% higher than the interest rate on the loan
evidencing the existing senior lien immediately prior to the date of such
refinancing; and

                  (c) the loan evidencing the refinanced senior lien is not
subject to negative amortization.

         SECTION 3.02. Servicing and Subservicing; Enforcement of the
Obligations of Servicer.

                  (a) The Servicer may arrange for the subservicing of any
Mortgage Loan by a subservicer, which may be an affiliate (each, a
"subservicer") pursuant to a subservicing agreement (each, a "Subservicing
Agreement"); provided, however, that (i) such subservicing arrangement and the
terms of the related subservicing agreement must provide for the servicing of
such Mortgage Loans in a manner consistent with the servicing arrangements
contemplated hereunder and (ii) that such agreement would not result in a
withdrawal or downgrading by any Rating Agency of the ratings of any
Certificates evidenced by a letter to that effect delivered by each Rating
Agency to the Depositor. Notwithstanding the provisions of any subservicing
agreement, any of the provisions of this Agreement relating to agreements or
arrangements between the Servicer and a subservicer or reference to actions
taken through a subservicer or otherwise, the Servicer shall remain obligated
and liable to the Depositor, the Securities Administrator, the Trustee and the
Certificateholders for the servicing and administration of the Mortgage Loans in
accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue of such subservicing agreements or
arrangements or by virtue of indemnification from the subservicer and to the
same extent and under the same terms and conditions as if the Servicer alone
were servicing and administering the Mortgage Loans. Every subservicing
agreement entered into by the Servicer shall contain a provision giving any
successor servicer the option to terminate such agreement in the event a
successor servicer is appointed. All actions of the each subservicer performed
pursuant to the related subservicing agreement shall be performed as an agent of
the Servicer with the same force and effect as if performed directly by the
Servicer. The Servicer shall deliver to the Securities Administrator copies of
all subservicing agreements. The Trustee shall have no obligations, duties or
liabilities with respect to a subservicer including no obligation, duty or
liability to monitor such subservicer or to pay a subservicer's fees and
expenses.

                  (b) For purposes of this Agreement, the Servicer shall be
deemed to have received any collections, recoveries or payments with respect to
the Mortgage Loans that are received by a subservicer regardless of whether such
payments are remitted by the subservicer to the Servicer.

         SECTION 3.03. Rights of the Depositor, the Securities Administrator and
the Trustee in Respect of the Servicer.

         None of the Securities Administrator, the Master Servicer, the Trustee
nor the Depositor shall have any responsibility or liability for any action or
failure to act by the Servicer, and none of them is obligated to supervise the
performance of the Servicer hereunder or otherwise.

         SECTION 3.04. Securities Administrator to Act as Servicer.

         Subject to Sections 6.04 and 7.02, in the event that the Servicer shall
for any reason no longer be the Servicer hereunder (including by reason of an
Event of Default), the Securities Administrator or its designee shall, within a
period of time not to exceed ninety (90) days from the date of notice of
termination or resignation, thereupon assume all of the rights and obligations
of the Servicer hereunder


                                      -67-
<PAGE>

arising thereafter (except that the Securities Administrator shall not be (i)
liable for losses of the Servicer pursuant to Section 3.10 hereof or any acts or
omissions of such predecessor Servicer hereunder, (ii) obligated to make
Advances or Servicing Advance if it is prohibited from doing so by applicable
law, (iii) obligated to effectuate repurchases or substitutions of Mortgage
Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv)
responsible for any expenses of the Servicer pursuant to Section 2.03 or (v)
deemed to have made any representations and warranties hereunder, including
pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof;
provided, however that the Securities Administrator (subject to clause (ii)
above) or its designee, in its capacity as the successor servicer, shall
immediately assume the terminated or resigning Servicer's obligation to make
Advances and Servicing Advances). No such termination shall affect any
obligation of the Servicer to pay amounts owed under this Agreement and to
perform its duties under this Agreement until its successor assumes all of its
rights and obligations hereunder. If the Servicer shall for any reason no longer
be the Servicer (including by reason of any Event of Default), the Securities
Administrator (or any other successor servicer) may, at its option, succeed to
any rights and obligations of the Servicer under any subservicing agreement in
accordance with the terms thereof; provided, however, that the Securities
Administrator (or any other successor servicer) shall not incur any liability or
have any obligations in its capacity as servicer under a subservicing agreement
arising prior to the date of such succession unless it expressly elects to
succeed to the rights and obligations of the Servicer thereunder; and the
Servicer shall not thereby be relieved of any liability or obligations under the
subservicing agreement arising prior to the date of such succession. To the
extent any costs or expenses, including without limitation Servicing Transfer
Costs incurred by the Securities Administrator in connection with this Section
3.04, are not paid by the Servicer pursuant to this Agreement within 30 days of
the date of the Securities Administrator's invoice thereof, such amounts shall
be payable out of the Certificate Account; provided that the terminated Servicer
shall reimburse the Trust Fund for any such expense incurred by the Trust Fund
upon receipt of a reasonably detailed invoice evidencing such expenses. If the
Securities Administrator is unwilling or unable to act as servicer, the
Securities Administrator shall seek to appoint a successor servicer that is
eligible in accordance with the criteria specified this Agreement.

         The Servicer shall, upon request of the Securities Administrator, but
at the expense of the Servicer, deliver to the assuming party all documents and
records relating to each subservicing agreement and the Mortgage Loans then
being serviced and otherwise use its best efforts to effect the orderly and
efficient transfer of the subservicing agreement to the assuming party.

         In the event that the Servicer shall for any reason no longer be able
to be the Servicer hereunder, notwithstanding anything to the contrary above,
the Trustee and the Depositor hereby agree that within 10 Business Days of
delivery to the Trustee and the Securities Administrator by the Servicing Rights
Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as
Servicer under this Agreement, the Servicing Rights Pledgee or its designee
shall be appointed as successor Servicer (provided that at the time of such
appointment the Servicing Rights Pledgee or such designee meets the requirements
of a successor Servicer set forth above) and the Servicing Rights Pledgee agrees
to be subject to the terms of this Agreement.

         SECTION 3.05. Collection of Mortgage Loan Payments; Collection Account;
Certificate Account.

                  (a) The Servicer shall make reasonable efforts in accordance
with Accepted Servicing Practices to collect all payments called for under the
terms and provisions of the Mortgage Loans to the extent such procedures shall
be consistent with this Agreement and the terms and provisions of any related
Required Insurance Policy. Consistent with the foregoing, the Servicer may in
its discretion (i) waive any late payment charge or, if applicable, any penalty
interest, or (ii) subject to Section 3.01, extend the due dates for payments due
on a Mortgage Note for a period not greater than 180


                                      -68-
<PAGE>


days; provided, however, that any extension pursuant to clause (ii) above shall
not affect the amortization schedule of any Mortgage Loan for purposes of any
computation hereunder, except as provided below. In the event of any such
arrangement pursuant to clause (ii) above, subject to Section 4.01, the Servicer
shall make any Advances on the related Mortgage Loan during the scheduled period
in accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements. Notwithstanding the
foregoing, in the event that any Mortgage Loan is in default or, in the judgment
of the Servicer, such default is reasonably foreseeable, the Servicer,
consistent with the standards set forth in Section 3.01, may also waive, modify
or vary any term of such Mortgage Loan (including modifications that would
change the Mortgage Rate, forgive the payment of principal or interest or extend
the final maturity date of such Mortgage Loan), accept payment from the related
Mortgagor of an amount less than the Stated Principal Balance in final
satisfaction of such Mortgage Loan, or consent to the postponement of strict
compliance with any such term or otherwise grant indulgence to any Mortgagor
(any and all such waivers, modifications, variances, forgiveness of principal or
interest, postponements, or indulgences collectively referred to herein as
"forbearance"), provided, however, that in determining which course of action
permitted by this sentence it shall pursue, the Servicer shall adhere to the
standards of Section 3.01. The Servicer's analysis supporting any forbearance
and the conclusion that any forbearance meets the standards of Section 3.01
shall be reflected in writing in the Mortgage File.

                  (b) The Servicer will not waive any Prepayment Penalty or
portion thereof unless, (i) the enforceability thereof shall have been limited
by bankruptcy, insolvency, moratorium, receivership or other similar laws
relating to creditors' rights generally or is otherwise prohibited by law, or
(ii) the collectability thereof shall have been limited due to acceleration in
connection with a foreclosure or other involuntary payment, or (iii) the
Servicer has not been provided with information sufficient to enable it to
collect the Prepayment Penalty, or (iv) in the Servicer's reasonable judgment as
described in Section 3.01 hereof, (x) such waiver relates to a default or a
reasonably foreseeable default, (y) such waiver would maximize recovery of total
proceeds taking into account the value of such Prepayment Penalty and related
Mortgage Loan and (z) doing so is standard and customary in servicing similar
Mortgage Loans (including any waiver of a Prepayment Penalty in connection with
a refinancing of a Mortgage Loan that is related to a default or a reasonably
foreseeable default). Except as provided in the preceding sentence, in no event
will the Servicer waive a Prepayment Penalty in connection with a refinancing of
a Mortgage Loan that is not related to a default or a reasonably foreseeable
default. If the Servicer waives or does not collect all or a portion of a
Prepayment Penalty relating to a Principal Prepayment in full or in part due to
any action or omission of the Servicer, other than as provided above, the
Servicer shall deposit the amount of such Prepayment Penalty (or such portion
thereof as had been waived for deposit) into the Collection Account for
distribution in accordance with the terms of this Agreement. In connection with
any waiver of a Prepayment Penalty by the Servicer, the Servicer shall account
for such waiver in its monthly reports as agreed upon by the Servicer and the
Credit Risk Manager.

                  (c) The Servicer shall not be required to institute or join in
litigation with respect to collection of any payment (whether under a Mortgage,
Mortgage Note or otherwise or against any public or governmental authority with
respect to a taking or condemnation) if it reasonably believes that enforcing
the provision of the Mortgage or other instrument pursuant to which such payment
is required is prohibited by applicable law.

                  (d) The Servicer shall establish and initially maintain, on
behalf of the Certificateholders, the Collection Account. The Servicer shall
deposit into the Collection Account daily, within two Business Days of receipt
thereof, in immediately available funds, the following payments and collections
received or made by it on and after the Cut-Off Date with respect to the
Mortgage Loans:


                                      -69-
<PAGE>

                           (i) all payments on account of principal, including
Principal Prepayments, on the Mortgage Loans, other than principal due on the
Mortgage Loans on or prior to the Cut-off Date;

                           (ii) all payments on account of interest on the
Mortgage Loans net of the related Servicing Fee permitted under Section 3.15,
other than interest due on the Mortgage Loans on or prior to the Cut-off Date;

                           (iii) all Liquidation Proceeds, other than proceeds
to be applied to the restoration or repair of the Mortgaged Property or released
to the Mortgagor in accordance with the Servicer's normal servicing procedures;

                           (iv) all Compensating Interest;

                           (v) any amount required to be deposited by the
Servicer pursuant to Section 3.05(g) in connection with any losses on Permitted
Investments;

                           (vi) any amounts required to be deposited by the
Servicer pursuant to Section 3.10 hereof;

                           (vii) all Advances made by the Servicer pursuant to
Section 4.01;

                           (viii) all Prepayment Penalties; and

                           (ix) any other amounts required to be deposited
hereunder.

         The foregoing requirements for remittance by the Servicer into the
Collection Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, late payment charges,
insufficient funds charges and payments in the nature of assumption fees (i.e.
fees related to the assumption of a Mortgage Loan upon the purchase of the
related Mortgaged Property and other similar ancillary fees (other than
Prepayment Penalties) if collected, need not be remitted by the Servicer. In the
event that the Servicer shall remit any amount not required to be remitted and
not otherwise subject to withdrawal pursuant to Section 3.08 hereof, it may at
any time withdraw or direct the Securities Administrator, or such other
institution maintaining the Collection Account, to withdraw such amount from the
Collection Account, any provision herein to the contrary notwithstanding. The
Servicer shall maintain adequate records with respect to all withdrawals made
pursuant to this Section. All funds deposited in the Collection Account shall be
held in trust for the Certificateholders until withdrawn in accordance with
Section 3.08. In no event shall the Securities Administrator or the Trustee
incur liability for withdrawals from the Collection Account at the direction of
the Servicer.

         The Servicer shall give notice to the Securities Administrator and the
Trustee of the location of the Collection Account maintained by it when
established and prior to any change thereof. Not later than twenty days after
each Distribution Date, the Servicer shall forward to the Securities
Administrator, the Trustee and the Depositor the most current available bank
statement for the Collection Account. Copies of such statement shall be provided
by the Securities Administrator to any Certificateholder and to any Person
identified to the Securities Administrator as a prospective transferee of a
Certificate, upon request at the expense of the requesting party, provided such
statement is delivered by the Servicer to the Securities Administrator.

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


                                      -70-
<PAGE>

                           (i) the aggregate amount withdrawn by the Servicer
from the Collection Account and required to be deposited in the Certificate
Account;

                           (ii) the aggregate amount received by the Master
Servicer from the Interim Servicers Account and required to be deposited in the
Certificate Account;

                           (iii) the Purchase Price and any Substitution
Adjustment Amount;

                           (iv) any amount required to be deposited by the
Securities Administrator pursuant to Section 3.05(g) in connection with any
losses on Permitted Investments; and

                           (v) the Optional Termination Amount paid by the
Servicer pursuant to Section 9.01.

         Any amounts received by the Securities Administrator prior to 1:00 p.m.
New York City time (or such earlier deadline for investment in the Permitted
Investments designated by the Securities Administrator) which are required to be
deposited in the Certificate Account by the Servicer or Master Servicer shall be
invested in Permitted Investments on the Business Day on which they were
received. The foregoing requirements for remittance by the Servicer and Master
Servicer and deposit by the Servicer and Master Servicer into the Certificate
Account shall be exclusive. In the event that the Servicer or the Master
Servicer shall remit any amount not required to be remitted and not otherwise
subject to withdrawal pursuant to Section 3.08 hereof, it may at any time
withdraw such amount from the Certificate Account, any provision herein to the
contrary notwithstanding. All funds deposited in the Certificate Account shall
be held by the Securities Administrator in trust for the Certificateholders
until disbursed in accordance with this Agreement or withdrawn in accordance
with Section 3.08. In no event shall the Securities Administrator incur
liability for withdrawals from the Certificate Account at the direction of the
Servicer or the Master Servicer. The Securities Administrator shall give notice
to the Master Servicer and the Servicer of the location of the Certificate
Account maintained by it when established and prior to any change thereof.

                  (f) Each institution that maintains the Collection Account, or
the Certificate Account shall invest the funds in each such account, as directed
by the Servicer or the Securities Administrator, as applicable, in writing, in
Permitted Investments, which shall mature not later than (i) in the case of the
Collection Account the Business Day preceding the related Servicer Remittance
Date (except that if such Permitted Investment is an obligation of the
institution that maintains such Collection Account or is otherwise immediately
available, then such Permitted Investment shall mature not later than the
Servicer Remittance Date) and (ii) in the case of the Certificate Account, the
Business Day immediately preceding the first Distribution Date that follows the
date of such investment (except that if such Permitted Investment is an
obligation of the institution that maintains such Certificate Account or is
otherwise immediately available, then such Permitted Investment shall mature not
later than such Distribution Date) and, in each case, shall not be sold or
disposed of prior to its maturity. All such Permitted Investments shall be made
in the name of the Servicer or the Securities Administrator, as applicable, for
the benefit of the Certificateholders. All income and gain net of any losses
realized from amounts on deposit in the Collection Account shall be for the
benefit of the Servicer as servicing compensation and shall be remitted to it
monthly as provided herein. The amount of any losses incurred in the Collection
Account in respect of any such investments shall be deposited by the Servicer in
the Collection Account out of the Servicer's own funds immediately as realized.
All income and gain net of any losses realized from amounts on deposit in the
Certificate Account shall be for the benefit of the Securities Administrator and
shall be remitted to or withdrawn by it monthly as provided herein. The amount
of any losses incurred in the Certificate Account in respect of any such
investments shall be deposited by the Securities


                                      -71-
<PAGE>


Administrator, in the Certificate Account out of the Securities Administrator's
own funds immediately as realized.

         SECTION 3.06. Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.

         To the extent required by the related Mortgage Note, the Servicer shall
establish and maintain one or more accounts (each, an "Escrow Account") and
deposit and retain therein all collections from the Mortgagors (or advances by
the Servicer) for the payment of taxes, assessments, hazard insurance premiums
or comparable items for the account of the Mortgagors. Nothing herein shall
require the Servicer to compel a Mortgagor to establish an Escrow Account in
violation of applicable law.

         Withdrawals of amounts so collected from the Escrow Accounts may be
made only to effect timely payment of taxes, assessments, hazard insurance
premiums, condominium or PUD association dues, or comparable items, to reimburse
the Servicer out of related collections for any payments made pursuant to
Sections 3.01 hereof (with respect to taxes and assessments and insurance
premiums) and 3.10 hereof (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required by law or the terms of the related Mortgage or Mortgage Note, to
Mortgagors on balances in the Escrow Account or to clear and terminate the
Escrow Account at the termination of this Agreement in accordance with Section
9.01 hereof. The Escrow Accounts shall not be a part of the Trust Fund.

         SECTION 3.07. Access to Certain Documentation and Information Regarding
the Mortgage Loans.

         Upon reasonable advance notice in writing if required by federal
regulation, the Servicer will provide to each Certificateholder that is a
savings and loan association, bank or insurance company certain reports and
reasonable access to information and documentation regarding the Mortgage Loans
sufficient to permit such Certificateholder to comply with applicable
regulations of the OTS or other regulatory authorities with respect to
investment in the Certificates; provided, that the Servicer shall be entitled to
be reimbursed by each such Certificateholder for actual expenses incurred by the
Servicer in providing such reports and access.

         SECTION 3.08. Permitted Withdrawals from the Collection Account and
Certificate Account.

                  (a) The Servicer may from time to time, make withdrawals from
the Collection Account for the following purposes:

                           (i) to pay to the Servicer (to the extent not
previously paid to or withheld by the Servicer), as servicing compensation in
accordance with Section 3.15, that portion of any payment of interest that
equals the Servicing Fee for the period with respect to which such interest
payment was made, and, as additional servicing compensation, those other amounts
set forth in Section 3.15;

                           (ii) to reimburse the Servicer for Advances made by
it (or to reimburse the Advance Financing Person for Advances made by it) with
respect to the Mortgage Loans, such right of reimbursement pursuant to this
subclause (ii) being limited to amounts received on particular Mortgage Loan(s)
(including, for this purpose, Liquidation Proceeds) that represent late
recoveries of payments of principal and/or interest on such particular Mortgage
Loan(s) in respect of which any such Advance was made;

                           (iii) to reimburse the Servicer for any
Non-Recoverable Advance previously made and any Non-Recoverable Servicing
Advances previously made to the extent that, in the case of


                                      -72-
<PAGE>

Non-Recoverable Servicing Advances, reimbursement therefor constitutes
"unanticipated expenses" within the meaning of Treasury Regulation Section
1.860G-1(b)(3)(ii);

                           (iv) to pay to the Servicer earnings on or investment
income with respect to funds in or credited to the Collection Account;

                           (v) to reimburse the Servicer from Insurance Proceeds
for Insured Expenses covered by the related Insurance Policy;

                           (vi) to pay the Credit Risk Manager the Credit Risk
Manager Fee;

                           (vii) to pay the Servicer any unpaid Servicing Fees
and to reimburse it for any unreimbursed Servicing Advances, the Servicer's
right to reimbursement of Servicing Advances pursuant to this subclause (vi)
with respect to any Mortgage Loan being limited to amounts received on
particular Mortgage Loan(s)(including, for this purpose, Liquidation Proceeds
and purchase and repurchase proceeds) that represent late recoveries of the
payments for which such advances were made pursuant to Section 3.01 or Section
3.06;

                           (viii) to pay to the Depositor or the Servicer, as
applicable, with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.12, all
amounts received thereon and not taken into account in determining the related
Stated Principal Balance of such repurchased Mortgage Loan;

                           (ix) to reimburse the Servicer, the Master Servicer,
the Securities Administrator or the Depositor for expenses incurred by any of
them in connection with the Mortgage Loans or Certificates and reimbursable
pursuant to Section 3.25 or Section 6.03 hereof provided that such expenses
would constitute "unanticipated expenses" within the meaning of Treasury
Regulation 1.860G-1(b)(3)(ii);

                           (x) to reimburse the Securities Administrator for
enforcement expenses reasonably incurred in respect of a breach of defect giving
rise to the purchase obligation in Section 2.03 that were incurred in the
Purchase Price of the Mortgage Loans including any expenses arising out of the
enforcement of the purchase obligation; provided that any such expenses will be
reimbursable under this subclause (x) only to the that such expenses would
constitute "unanticipated expenses" within the meaning of Treasury Regulation
Section 1.860G-1(b)(3)(ii) if paid by one of the REMICs provided for herein;

                           (xi) [RESERVED]

                           (xii) to withdraw pursuant to Section 3.05 any amount
deposited in the Collection Account and not required to be deposited therein;
and

                           (xiii) to clear and terminate the Collection Account
upon termination of this Agreement pursuant to Section 9.01 hereof.

         In addition, no later than 1:00 p.m. Eastern Time on the Servicer
Remittance Date, the Servicer shall cause to be withdrawn from the Collection
Account the Interest Funds and the Principal Funds (other that amounts payable
to the Securities Administrator and Trustee), to the extent on deposit, and such
amount shall be deposited in the Certificate Account; provided, however, if the
Securities Administrator does not receive such Interest Funds and Principal
Funds by 4:00 p.m. Eastern Time, such Interest Funds and Principal Funds shall
be deposited in the Certificate Account by 1:00 p.m. Eastern Time on the next
Business Day. In the event such funds are not deposited by 1:00 p.m. Eastern
Time, the Servicer shall pay, out of its own funds, interest on such amount at a
rate equal to the Securities Administrator's Prime Rate for each date or part
thereof.


                                      -73-
<PAGE>


         The Servicer shall keep and maintain separate accounting, on a Mortgage
Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from
the Collection Account.

         The Servicer shall provide written notification to the Securities
Administrator on or prior to the next succeeding Servicer Remittance Date upon
making any withdrawals from the Collection Account pursuant to subclauses (iii)
and (vii) above.

         Unless otherwise specified, any amounts reimbursable to the Servicer or
the Trustee from amounts on deposit in the Collection Account or the Certificate
Accounts shall be deemed to come from first, Interest Funds, and thereafter,
Principal Funds for the related Distribution Date.

                  (b) The Securities Administrator shall withdraw funds from the
Certificate Account for distribution to the Certificateholders in the manner
specified in this Agreement (and to withhold from the amounts so withdrawn, the
amount of any taxes that it is authorized to retain pursuant to this Agreement).
In addition, the Securities Administrator may from time to time make withdrawals
from the Certificate Account for the following purposes:

                           (i) to withdraw pursuant to Section 3.05 any amount
deposited in the Certificate Account and not required to be deposited therein;

                           (ii) to clear and terminate the Certificate Account
upon termination of the Agreement pursuant to Section 9.01 hereof;

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

                           (iv) to pay to the Securities Administrator earnings
on or investment income with respect to funds in or credited to the Certificate
Account.

         SECTION 3.09. Servicing Transfer Dates.

         The Interim Servicers will service the Mortgage Loans pursuant to the
terms of the Interim Servicing Agreements during the related Interim Servicing
Period. The Servicer shall not be obligated to perform any duties or
responsibilities under this Agreement with respect to any Mortgage Loan until
the servicing rights to such Mortgage Loan have been transferred to the Servicer
on the related Servicing Transfer Date. On the Servicing Transfer Date, the
Servicer agrees to accept the servicing of the Mortgage Loans previously
serviced by the Interim Servicers. The Servicer agrees to cooperate with the
Interim Servicer to effectuate the timely transfer of servicing from the Interim
Servicers to the Servicer on the related Servicing Transfer Date. The Servicer
shall not be liable for any actions or inactions of any prior servicer of a
Mortgage Loan prior to the related Servicing Transfer Date nor shall any action
or inaction by a prior servicer be deemed an Event of Default with respect to
the Servicer. The Servicer shall confirm that the Mortgage Loans on the Mortgage
Loan Schedule have been transferred for servicing to the Servicer and shall
notify the Depositor, the Master Servicer, the Securities Administrator and the
Trustee promptly following the completion of such transfer on the Final
Servicing Transfer Date.


                                      -74-
<PAGE>

         SECTION 3.10. [RESERVED.]

         SECTION 3.11. Enforcement of Due-On-Sale Clauses; Assumption
Agreements.

         When a Mortgaged Property has been or is about to be conveyed by the
Mortgagor, the Servicer shall, except as set forth below, to the extent it has
knowledge of such conveyance or prospective conveyance, exercise its rights to
accelerate the maturity of the related Mortgage Loan under any "due-on-sale"
clause contained in the related Mortgage or Mortgage Note; provided, however,
that the Servicer shall not exercise any such right if the "due-on-sale" clause,
in the reasonable belief of the Servicer, is not enforceable under applicable
law; provided, further, that the Servicer shall not take any action in relation
to the enforcement of any "due-on-sale" clause which would adversely affect or
jeopardize coverage under any Required Insurance Policy. An Opinion of Counsel
at the expense of the Servicer (which the expense shall constitute a Servicing
Advance) delivered to the Securities Administrator, the Trustee and the
Depositor shall conclusively establish the reasonableness of the Servicer's
belief that any "due-on-sale" clause is not enforceable under applicable law. In
such event, the Servicer shall make reasonable efforts to enter into an
assumption and modification agreement with the Person to whom such property has
been or is about to be conveyed, pursuant to which such Person becomes liable
under the Mortgage Note and, unless prohibited by applicable law or the
Mortgage, the Mortgagor remains liable thereon. If the foregoing is not
permitted under applicable law, the Servicer is authorized to enter into a
substitution of liability agreement with such Person, pursuant to which the
original Mortgagor is released from liability and such Person is substituted as
Mortgagor and becomes liable under the Note. In addition to the foregoing, the
Servicer shall not be required to enforce any "due-on-sale" clause if in the
reasonable judgment of the Servicer, entering into an assumption and
modification agreement with a Person to whom such property shall be conveyed and
releasing the original Mortgagor from liability would be in the best interests
of the Certificateholders. The Mortgage Loan, as assumed, shall conform in all
respects to the requirements, representations and warranties of this Agreement.
The Servicer shall notify the Securities Administrator that any such assumption
or substitution agreement has been completed by forwarding to the Securities
Administrator the original copy of such assumption or substitution agreement
(indicating the Mortgage File to which it relates) which copy shall be added by
the Securities Administrator to the related Mortgage File and which shall, for
all purposes, be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting a part thereof. The Servicer
shall be responsible for recording any such assumption or substitution
agreements. In connection with any such assumption or substitution agreement,
the Monthly Payment on the related Mortgage Loan shall not be changed but shall
remain as in effect immediately prior to the assumption or substitution, the
stated maturity or outstanding principal amount of such Mortgage Loan shall not
be changed nor shall any required monthly payments of principal or interest be
deferred or forgiven. Any fee collected by the Servicer for consenting to any
such conveyance or entering into an assumption or substitution agreement shall
be retained by or paid to the Servicer as additional servicing compensation.

         Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or any assumption which the Servicer may be
restricted by law from preventing, for any reason whatsoever.

         SECTION 3.12. Realization Upon Defaulted Mortgage Loans; Determination
of Excess Proceeds.

                  (a) The Servicer shall use reasonable efforts consistent with
the servicing standard set forth in Section 3.01 to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of Delinquent payments. In connection
with such foreclosure or


                                      -75-
<PAGE>


other conversion, the Servicer shall follow such practices and procedures as it
shall deem necessary or advisable and as shall be normal and usual in its
general mortgage servicing activities and the requirements of the insurer under
any Required Insurance Policy; provided, however, that the Servicer shall not be
required to expend its own funds in connection with the restoration of any
property that shall have suffered damage due to an uninsured cause unless it
shall determine (i) that such restoration increase the proceeds of liquidation
of the Mortgage Loan after reimbursement to itself of such expenses and (ii)
that such expenses will be recoverable to it through Liquidation Proceeds
(respecting which it shall have priority for purposes of withdrawals from the
Collection Account pursuant to Section 3.08 hereof). The Servicer shall be
responsible for all other costs and expenses incurred by it in any such
proceedings; provided, however, that it shall be entitled to reimbursement
thereof from the proceeds of liquidation of the related Mortgaged Property, as
contemplated in Section 3.08 hereof. Notwithstanding the foregoing, as to any
Mortgage Loan that becomes 150 days delinquent, the Servicer will determine
whether any net recovery is possible through foreclosure proceedings or other
liquidation of the related Mortgaged Property. If the Servicer determines that
no such recovery is possible, it will be obligated to charge off the related
Mortgage Loan. Any Mortgage Loan that is charged off may be sold to the majority
Certificateholder of the Class X Certificates, at its option, at its fair market
value. If the Servicer has knowledge that a Mortgaged Property that the Servicer
is contemplating acquiring in foreclosure or by deed-in-lieu of foreclosure is
located within a one-mile radius of any site with environmental or hazardous
waste risks known to the Servicer, the Servicer will, prior to acquiring the
Mortgaged Property, consider such risks and only take action in accordance with
Accepted Servicing Practices.

         With respect to any REO Property, the deed or certificate of sale shall
be taken in the name of the Trustee or its nominee. Pursuant to its efforts to
sell such REO Property, the Servicer shall either itself or through an agent
selected by the Servicer protect and conserve such REO Property in the same
manner and to such extent as is customary in the locality where such REO
Property is located and may, incident to its conservation and protection of the
interests of the Certificateholders, rent the same, or any part thereof, as the
Servicer deems to be in the best interest of the Servicer and the
Certificateholders for the period prior to the sale of such REO Property. The
Servicer or an affiliate may receive usual and customary real estate referral
fees for real estate brokers in connection with the listing and disposition of
REO Property. The Servicer shall prepare a statement with respect to each REO
Property that has been rented showing the aggregate rental income received and
all expenses incurred in connection with the management and maintenance of such
REO Property at such times as is necessary to enable the Servicer to comply with
the reporting requirements of the REMIC Provisions. The net monthly rental
income, if any, from such REO Property shall be deposited in the Collection
Account no later than the close of business on each Determination Date. The
Servicer shall perform the tax reporting and withholding related to
foreclosures, abandonments and cancellation of indebtedness income as specified
by Sections 1445, 6050J and 6050P of the Code by preparing and filing such tax
and information returns, as may be required.

         In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Servicer shall dispose of such Mortgaged Property prior to
the expiration of three years from the end of the year of its acquisition by the
Trust Fund or, at the expense of the Trust Fund, request, in accordance with
applicable procedures for obtaining an automatic extension of the grace period,
more than 60 days prior to the day on which such three-year period would
otherwise expire, an extension of the three-year grace period, in which case
such property must be disposed of prior to the end of such extension, unless the
Trustee and Securities Administrator shall have been supplied with an Opinion of
Counsel (such Opinion of Counsel not to be an expense of the Trustee or the
Securities Administrator), to the effect that the holding by the Trust Fund of
such Mortgaged Property subsequent to such three-year period or extension will
not result in the imposition of taxes on "prohibited transactions" of the Trust
Fund or any of the REMICs provided for herein as defined in section 860F of the
Code or cause any of the REMICs provided for herein to fail to


                                      -76-
<PAGE>


qualify as a REMIC at any time that any Certificates are outstanding, in which
case the Trust Fund may continue to hold such Mortgaged Property (subject to any
conditions contained in such Opinion of Counsel). Notwithstanding any other
provision of this Agreement, no Mortgaged Property acquired by the Trust Fund
shall be rented (or allowed to continue to be rented) or otherwise used for the
production of income by or on behalf of the Trust Fund in such a manner or
pursuant to any terms that would (i) cause such Mortgaged Property to fail to
qualify as "foreclosure property" within the meaning of section 860G(a)(8) of
the Code or (ii) subject the Trust Fund or any REMIC provided for herein to the
imposition of any federal, state or local income taxes on the income earned from
such Mortgaged under section 860G(c) of the Code or otherwise, unless the
Servicer or the Depositor has agreed to indemnify and hold harmless the Trust
Fund with respect to the imposition of any such taxes.

         The decision of the Servicer to foreclose on a defaulted Mortgage Loan
shall be subject to a determination by the Servicer that the proceeds of such
foreclosure would exceed the costs and expenses of bringing such a proceeding.
The income earned from the management of any Mortgaged Properties acquired
through foreclosure or other judicial proceeding, net of reimbursement to the
Servicer for expenses incurred (including any property or other taxes) in
connection with such management and net of unreimbursed Servicing Fees,
Advances, Servicing Advances and any management fee paid or to be paid with
respect to the management of such Mortgaged Property, shall be applied to the
payment of principal of, and interest on, the related defaulted Mortgage Loans
(with interest accruing as though such Mortgage Loans were still current) and
all such income shall be deemed, for all purposes in this Agreement, to be
payments on account of principal and interest on the related Mortgage Notes and
shall be deposited into the Collection Account. To the extent the income
received during a Prepayment Period is in excess of the amount attributable to
amortizing principal and accrued interest at the related Mortgage Rate on the
related Mortgage Loan, such excess shall be considered to be a partial Principal
Prepayment for all purposes hereof.

         The Liquidation Proceeds from any liquidation of a Mortgage Loan, net
of any payment to the Servicer as provided above, shall be deposited in the
Collection Account on the next succeeding Determination Date following receipt
thereof for distribution on the related Distribution Date.

         The proceeds of any Liquidated Loan, as well as any recovery resulting
from a partial collection of Liquidation Proceeds or any income from an REO
Property, will be applied in the following order of priority: first, to
reimburse the Servicer for any related unreimbursed Servicing Advances and
Servicing Fees, pursuant to Section 3.08(a)(vi) or this Section 3.12; second, to
reimburse the Servicer for any unreimbursed Advances, pursuant to Section
3.08(a)(ii) or this Section 3.12; third, to any prepayment penalties and then to
accrued and unpaid interest (to the extent no Advance has been made for such
amount) on the Mortgage Loan or related REO Property, at the Net Mortgage Rate
to the Due Date occurring in the month in which such amounts are required to be
distributed; and fourth, as a recovery of principal of the Mortgage Loan.

                  (b) On each Determination Date, the Servicer shall determine
the respective aggregate amounts of Excess Proceeds, if any, that occurred in
the related Prepayment Period.

                  (c) The Servicer, in its sole discretion, shall have the right
to elect (by written notice sent to the Trustee and the Securities
Administrator) to purchase for its own account from the Trust Fund any Mortgage
Loan that is 91 days or more Delinquent at a price equal to the Purchase Price.
The Purchase Price for any Mortgage Loan purchased hereunder shall be delivered
to the Securities Administrator for deposit to the Certificate Account and the
Securities Administrator, upon receipt of such confirmation of deposit and a
Request for Release from the Servicer in the form of Exhibit I hereto, shall
release or cause to be released to the Servicer the related Mortgage File and
shall execute and deliver such instruments of transfer or assignment prepared by
the Servicer, in each case without recourse, as


                                      -77-
<PAGE>


shall be necessary to vest in the Servicer any Mortgage Loan released pursuant
hereto and the Servicer shall succeed to all the Trustee's right, title and
interest in and to such Mortgage Loan and all security and documents related
thereto. Such assignment shall be an assignment outright and not for security.
The Servicer shall thereupon own such Mortgage Loan, and all security and
documents, free of any further obligation to the Securities Administrator or the
Certificateholders with respect thereto.

         SECTION 3.13. Trustee to Cooperate; Release of Mortgage Files.

         Upon the payment in full of any Mortgage Loan, or the receipt by the
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Servicer will promptly notify the Trustee or
its designee by delivering a Request for Release substantially in the form of
Exhibit I. Upon receipt of a copy of such request, the Trustee or its designee
shall promptly release the related Mortgage File to the Servicer, and the
Servicer is authorized to cause the removal from the registration on the MERS
System of any such Mortgage if applicable, and the Trustee or its designee shall
at the Servicer's written direction execute and deliver to the Servicer the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage in each case
provided by the Servicer, together with the Mortgage Note with written evidence
of cancellation thereon. Expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Mortgagor to the
extent permitted by law and otherwise to the Trust Fund to the extent such
expenses constitute "unanticipated expenses" within the meaning of Treasury
Regulations Section 1.860G-1(b)(3)(ii). From time to time and as shall be
appropriate for the servicing or foreclosure of any Mortgage Loan, including for
such purpose, collection under any policy of flood insurance, any fidelity bond
or errors or omissions policy, or for the purposes of effecting a partial
release of any Mortgaged Property from the lien of the Mortgage or the making of
any corrections to the Mortgage Note or the Mortgage or any of the other
documents included in the Mortgage File, the Trustee or its designee shall, upon
delivery to the Securities Administrator or its designee of a Request for
Release in the form of Exhibit I signed by a Servicing Officer, release the
Mortgage File to the Servicer. Subject to the further limitations set forth
below, the Servicer shall cause the Mortgage File or documents so released to be
returned to the Trustee or its designee when the need therefor by the Servicer
no longer exists, unless the Mortgage Loan is liquidated and the proceeds
thereof are deposited in the Collection Account.

         Each Request for Release may be delivered to the Trustee or its
designee (i) via mail or courier, (ii) via facsimile or (iii) by such other
means, including, without limitation, electronic or computer readable medium, as
the Servicer and the Trustee or its designee shall mutually agree. The Trustee
or its designee shall promptly release the related Mortgage File(s) within five
(5) Business Days of receipt of a properly completed Request for Release
pursuant to clauses (i), (ii) or (iii) above. Receipt of a properly completed
Request for Release shall be authorization to the Trustee or its designee to
release such Mortgage Files, provided the Trustee or its designee has determined
that such Request for Release has been executed, with respect to clauses (i) or
(ii) above, or approved, with respect to clause (iii) above, by an authorized
Servicing Officer of the Servicer, and so long as the Trustee or its designee
complies with its duties and obligations under the agreement. If the Trustee or
its designee is unable to release the Mortgage Files within the period
previously specified, the Trustee or its designee shall immediately notify the
Servicer indicating the reason for such delay. If the Servicer is required to
pay penalties or damages due to the Trustee or its designee's negligent failure
to release the related Mortgage File or the Trustee or its designee's negligent
failure to execute and release documents in a timely manner, the Trustee or its
designee, shall be liable for such penalties or damages respectively caused by
it.

         If the Servicer at any time seeks to initiate a foreclosure proceeding
in respect of any Mortgaged Property as authorized by this Agreement, the
Servicer shall deliver or cause to be delivered to the Trustee or its designee,
for signature, as appropriate, any court pleadings, requests for trustee's sale
or other documents necessary to effectuate such foreclosure or any legal action
brought to obtain judgment against the Mortgagor on the Mortgage Note or the
Mortgage or to obtain a deficiency judgment or to


                                      -78-
<PAGE>


enforce any other remedies or rights provided by the Mortgage Note or the
Mortgage or otherwise available at law or in equity. Notwithstanding the
foregoing, the Servicer shall cause possession of any Mortgage File or of the
documents therein that shall have been released by the Trustee or its designee
to be returned to the Trustee promptly after possession thereof shall have been
released by the Trustee or its designee unless (i) the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Collection Account, and the Servicer shall have delivered to
the Trustee or its designee a Request for Release in the form of Exhibit I or
(ii) the Mortgage File or document shall have been delivered to an attorney or
to a public trustee or other public official as required by law for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property and the Servicer shall have delivered to the Trustee or
its designee an Officer's Certificate of a Servicing Officer certifying as to
the name and address of the Person to which the Mortgage File or the documents
therein were delivered and the purpose or purposes of such delivery.

         SECTION 3.14. Documents, Records and Funds in Possession of Servicer to
be Held for the Trustee.

         All Mortgage Files and funds collected or held by, or under the control
of, the Servicer in respect of any Mortgage Loans, whether from the collection
of principal and interest payments or from Liquidation Proceeds, including but
not limited to, any funds on deposit in the Collection Account, shall be held by
the Servicer for and on behalf of the Securities Administrator and shall be and
remain the sole and exclusive property of the Trust Fund, subject to the
applicable provisions of this Agreement. The Servicer also agrees that it shall
not create, incur or subject any Mortgage File or any funds that are deposited
in the Collection Account or Certificate Account or in any Escrow Account, or
any funds that otherwise are or may become due or payable to the Securities
Administrator for the benefit of the Certificateholders, to any claim, lien,
security interest, judgment, levy, writ of attachment or other encumbrance, or
assert by legal action or otherwise any claim or right of set off against any
Mortgage File or any funds collected on, or in connection with, a Mortgage Loan,
except, however, that the Servicer shall be entitled to set off against and
deduct from any such funds any amounts that are properly due and payable to the
Servicer under this Agreement.

         SECTION 3.15. Servicing Compensation.

         As compensation for its activities hereunder, the Servicer shall be
entitled to retain or withdraw from the Collection Account out of each payment
of interest on a Mortgage Loan included in the Trust Fund an amount equal to
interest at the applicable Servicing Fee Rate on the Stated Principal Balance of
the related Mortgage Loan as of the immediately preceding Distribution Date.

         Additional servicing compensation in the form of any Excess Proceeds,
late payment fees, assumption fees (i.e. fees related to the assumption of a
Mortgage Loan upon the purchase of the related Mortgaged Property) and similar
fees payable by the Mortgagor, and all income and gain net of any losses
realized from Permitted Investments in the Collection Account shall be retained
by the Servicer to the extent not required to be deposited in the Collection
Account pursuant to Sections 3.05, or 3.12(a) hereof. The Servicer shall be
required to pay all expenses incurred by it in connection with its servicing
activities hereunder and shall not be entitled to reimbursement therefor except
as specifically provided in Sections 3.08 and 3.12 hereof. In no event shall the
Trustee be liable for any Servicing Fee or for any differential between the
Servicing Fee and the amount necessary to induce a successor servicer to act as
successor servicer under this Agreement.


                                      -79-
<PAGE>

         SECTION 3.16. Access to Certain Documentation.

         The Servicer shall provide to the OTS and the FDIC and to comparable
regulatory authorities supervising Holders of the Certificates and the examiners
and supervisory agents of the OTS, the FDIC and such other authorities, access
to the documentation regarding the Mortgage Loans required by applicable
regulations of the OTS and the FDIC. Such access shall be afforded without
charge, but only upon reasonable and prior written request and during normal
business hours at the offices of the Servicer designated by it provided, that
the Servicer shall be entitled to be reimbursed by each such Certificateholder
for actual expenses incurred by the Servicer in providing such reports and
access. Nothing in this Section shall limit the obligation of the Servicer to
observe any applicable law prohibiting disclosure of information regarding the
Mortgagors and the failure of the Servicer to provide access as provided in this
Section as a result of such obligation shall not constitute a breach of this
Section.

         SECTION 3.17. Annual Statement as to Compliance.

         Pursuant to this Agreement, the Servicer shall deliver to the
Depositor, the Trustee and the Securities Administrator on or before February 28
of each year beginning in 2004, (or such other date that the Depositor gives the
Servicer at least 30 days prior notice of) in order to remain in compliance with
the Section 302 Requirements, an Officer's Certificate stating, as to each
signatory thereof, that (i) a review of the activities of the Servicer during
the preceding calendar year and of performance under this Agreement or a similar
agreement has been made under such officer's supervision, and (ii) to the best
of such officers' knowledge, based on such review, the Servicer has fulfilled
all of its obligations under this Agreement throughout such year, or, if there
has been a default in the fulfillment of any such obligation, specifying each
such default known to such officers and the nature and status thereof. The
Securities Administrator shall forward a copy of each such statement received by
it to each Rating Agency. Copies of such statement shall be provided by the
Securities Administrator to any Certificateholder upon written request at the
Certificateholder's expense, provided such statement has been delivered by the
Servicer to the Securities Administrator.

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

         On or before March 15 of each year, beginning in 2004 or such other
date in order to remain in compliance with the Section 302 Requirements, the
Servicer at its expense shall cause a nationally recognized firm of independent
public accountants (who may also render other services to the Servicer or any
Affiliate thereof) that is a member of the American Institute of Certified
Public Accountants to furnish a USAP Report to the Securities Administrator, the
Trustee and the Depositor. Copies of the USAP Report shall be provided by the
Securities Administrator to any Certificateholder upon request at the
Certificateholder's expense, provided such report has been delivered by the
Servicer to the Securities Administrator.

         SECTION 3.19. Duties and Removal of the Credit Risk Manager.

         For and on behalf of the Seller, the Credit Risk Manager will provide
reports and recommendations concerning certain delinquent and defaulted Mortgage
Loans, and as to the collection of any Prepayment Penalties with respect to the
Mortgage Loans. Such reports and recommendations will be based upon information
provided to the Credit Risk Manager pursuant to the Credit Risk Management
Agreement, and the Credit Risk Manager shall look solely to the Servicer for all
information and data (including loss and delinquency information and data)
relating to the servicing of the Mortgage Loans. Upon any termination of the
Credit Risk Manager or the appointment of a successor Credit Risk Manager,


                                      -80-
<PAGE>


the Securities Administrator, if it has been notified in writing of such
termination or appointment, shall give written notice thereof to the Servicer,
the Master Servicer, the Trustee and the Depositor.

         If Holders of the Certificates entitled to 66 2/3% or more of the
Voting Rights request in writing to the Trustee to terminate the Credit Risk
Manager under this Agreement, the Credit Risk Manager shall be removed pursuant
to this Section 3.19. Upon receipt of such notice, the Securities Administrator
shall provide written notice to the Credit Risk Manager of its removal, which
shall be effective upon receipt of such notice by the Credit Risk Manager.

         SECTION 3.20. Periodic Filings.

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

                  (b) The Securities Administrator shall prepare for filing, and
execute (other than the initial filings, the Form 10-Ks and the Certification),
on behalf of the Trust Fund, and file with the Securities and Exchange
Commission, (i) within 15 days after each Distribution Date in each month, each
Monthly Statement on Form 8-K under the Exchange Act executed by the Securities
Administrator, (ii) on or before March 31 of each year beginning in 2004 or such
other date in order to remain in compliance with the Section 302 Requirements, a
Form 10-K under the Exchange Act executed by the Depositor, including any
certification (the "Certification") required by the Section 302 Requirements,
and (iii) any and all reports, statements and information respecting the Trust
Fund and/or the Certificates required to be filed on behalf of the Trust Fund
under the Exchange Act. The Certification and Form 10-K shall be executed by a
senior officer of the Depositor. Upon such filing with the Securities and
Exchange Commission, the Securities Administrator shall promptly deliver to the
Depositor a copy of any such executed report, statement or information. Prior to
making any such filings and certifications, the Securities Administrator shall
comply with the provisions set forth in this Section. If permitted by applicable
law and unless the Depositor otherwise directs, the Securities Administrator
shall file a Form 15 under the Exchange Act on or before January 30, 2004 as
soon as it is able to do so pursuant to applicable law. The Depositor hereby
grants to the Securities Administrator a limited power of attorney to execute
(other than the Form 10-Ks and the Certification) and file each such document on
behalf of the Depositor. Such power of attorney shall continue until either the
earlier of (i) receipt by the Securities Administrator from the Depositor of
written termination of such power of attorney and (ii) the termination of the
Trust Fund. The Depositor agrees to promptly furnish to the Securities
Administrator, from time to time upon request, such further information,
reports, and financial statements within its control related to this Agreement
and the Mortgage Loans as the Securities Administrator reasonably deems
appropriate to prepare and file all necessary reports with the Commission. The
Securities Administrator shall have no responsibility to file any items other
than those specified in this section.

                  (c) [RESERVED].

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


                                      -81-
<PAGE>


         SECTION 3.21. Annual Certificate by Securities Administrator.

                  (a) Within 15 days prior to the date on which a Form 10-K is
to be filed with a Certification by the Depositor, an officer of the Securities
Administrator shall execute and deliver an Officer's Certificate, signed by a
Responsible Officer of the Securities Administrator or any officer to whom that
officer reports, to the Depositor for the benefit of such Depositor and its
officers, directors and affiliates, certifying as to the matters described in
the Officer's Certificate attached hereto as Exhibit K.

                  (b) The Securities Administrator shall indemnify and hold
harmless the Depositor and the Trustee and their respective officers, directors,
agents and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments and other costs
and expenses arising out of or based upon a breach by the Securities
Administrator or any of its officers, directors, agents or affiliates of its
obligations under this Section 3.21 any material misstatement or omission in the
Officer's Certificate required under this Section or the negligence, bad faith
or willful misconduct of the Securities Administrator in connection therewith.
If the indemnification provided for herein is unavailable or insufficient to
hold harmless the Depositor, then the Securities Administrator agrees that it
shall contribute to the amount paid or payable by the Depositor as a result of
the losses, claims, damages or liabilities of the Depositor in such proportion
as is appropriate to reflect the relative fault of the Securities Administrator
on the one had and the Depositor on the other in connection with a breach of the
Securities Administrator's obligations under this Section 3.21, any material
misstatement or omission in the Officer's Certificate required under this
Section or the Securities Administrator's negligence, bad faith or willful
misconduct in connection therewith.

         SECTION 3.22. Annual Certificate by Servicer.

                  (a) Within 15 days prior to the date on which a Form 8-K is
required to be filed with a Certification by the Depositor, the Servicer shall
execute and deliver an Officer's Certificate in the form of Exhibit L attached
hereto, signed by the senior officer in charge of servicing of the Servicer or
any officer to whom that officer reports, to the Securities Administrator and
Depositor for the benefit of the Securities Administrator and Depositor and
their respective officers, directors and affiliates, certifying as to the
following matters:

                           (i) I have reviewed the information required to be
delivered to the Securities Administrator pursuant to the Pooling and Servicing
Agreement (the "Servicing Information").

                           (ii) Based on my knowledge, the information in the
Annual Statement of Compliance, and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage
Loans submitted to the Securities Administrator by the Servicer taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make any such reports, certificates or other
information, in light of the circumstances under which such statements were
made, not misleading as of the last day of the period covered by the Annual
Statement of Compliance;

                           (iii) Based on my knowledge, the Servicing
Information required to be provided to the Securities Administrator by the
Servicer under this Agreement has been provided to the Securities Administrator;
and

                           (iv) I am responsible for reviewing the activities
performed by the Servicer under this Agreement and based upon the review
required hereunder, and except as disclosed in the Annual Statement of
Compliance, the Annual Independent Certified Public Accountant's Servicing
Report and all servicing reports, officer's certificates and other information
relating to the servicing of the Mortgage Loans submitted to the Securities
Administrator by the Servicer, the Servicer has, as of the last


                                      -82-
<PAGE>


day of the period covered by the Annual Statement of Compliance fulfilled its
obligations under this Agreement.

                  (b) The Servicer shall indemnify and hold harmless the
Securities Administrator, the Trustee and the Depositor and their respective
officers, directors, agents and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments and other costs and expenses arising out of or based upon a breach by
the Servicer or any of its officers, directors, agents or affiliates of its
obligations under this Section 3.22, any material misstatement or omission in
the Officer's Certificate required under this Section or the negligence, bad
faith or willful misconduct of the Servicer in connection therewith. If the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Securities Administrator and the Depositor, then the Servicer
agrees that it shall contribute to the amount paid or payable by the Securities
Administrator and the Depositor as a result of the losses, claims, damages or
liabilities of the Depositor in such proportion as is appropriate to reflect the
relative fault of the Depositor on the one hand and the Servicer on the other in
connection with a breach of the Servicer's obligations under this Section 3.22,
any material misstatement or omission in the Officer's Certificate required
under this Section or the Servicer's negligence, bad faith or willful misconduct
in connection therewith.

         SECTION 3.23. Prepayment Penalty Reporting Requirements.

                  (a) Promptly after each Distribution Date, the Servicer shall
provide to the Depositor and the Securities Administrator the following
information with regard to each Mortgage Loan that has prepaid during the
related Prepayment Period:

                           (i) loan number;

                           (ii) current Mortgage Rate;

                           (iii) current principal balance;

                           (iv) original principal balance;

                           (v) Prepayment Penalty amount due; and

                           (vi) Prepayment Penalty amount collected.

         SECTION 3.24. Statements to the Securities Administrator.

         Not later than the second Business Day following each Determination
Date, the Servicer shall furnish to the Securities Administrator an electronic
file providing loan level accounting data for the period ending on the last
Business Day of the preceding month in the format mutually agreed upon between
the Servicer and the Securities Administrator.

         SECTION 3.25. Indemnification.

                  (a) The Servicer shall indemnify the Seller, the Trust Fund,
the Trustee, the Securities Administrator, the Master Servicer and the Depositor
and their officers, directors, employees and agents and hold each of them
harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgements,
and any other costs, fees


                                      -83-
<PAGE>

and expenses that any of such parties may sustain in any way related to the
failure of the Servicer to perform its duties and service the Mortgage Loans in
compliance with the terms of this Agreement. The Servicer immediately shall
notify the Seller, the Trustee, the Securities Administrator, the Master
Servicer and the Depositor or any other relevant party if a claim is made by a
third party with respect to this Agreement or the Mortgage Loans, assume (with
the prior written consent of the indemnified party, which consent shall not be
unreasonably withheld or delayed) the defense of any such claim and pay all
expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgement or decree which may be entered against it or
any of such parties in respect of such claim. The Servicer shall follow any
reasonable written instructions received from the Trustee in connection with
such claim it being understood that the Trustee shall have no duty to monitor or
give instructions with respect to such claims. The Servicer shall provide the
Depositor, the Securities Administrator and the Master Servicer with a written
report of all expenses and advances incurred by the Servicer pursuant to this
Section 3.25(a), and the Servicer shall promptly reimburse itself from the
assets of the Trust Fund in the Collection Account for all amounts advanced by
it pursuant to the preceding sentence except when the claim in any way relates
to the failure of the Servicer to service and administer the Mortgage Loans in
material compliance with the terms of this Agreement or the gross negligence,
bad faith or willful misconduct of the Servicer. The provisions of this
paragraph shall survive the termination of this Agreement and the payment of the
outstanding Certificates.

                  (b) The Master Servicer shall indemnify the Seller, the Trust
Fund, the Trustee, the Securities Administrator, the Servicer and the Depositor
and their officers, directors, employees and agents and hold each of them
harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgements,
and any other costs, fees and expenses that any of such parties may sustain in
any way related to the failure of the Master Servicer to perform its duties and
master service the Mortgage Loans in compliance with the terms of this
Agreement. The Master Servicer immediately shall notify the Seller, the Trustee,
the Servicer, the Securities Administrator and the Depositor or any other
relevant party if a claim is made by a third party with respect to this
Agreement or the Mortgage Loans, assume (with the prior written consent of the
indemnified party, which consent shall not be unreasonably withheld or delayed)
the defense of any such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgement or
decree which may be entered against it or any of such parties in respect of such
claim. The Master Servicer shall follow any written instructions received from
the Trustee in connection with such claim it being understood that the Trustee
shall have no duty to monitor or give instructions with respect to such claims.
The Master Servicer shall provide the Servicer, the Securities Administrator and
the Depositor with a written report of all expenses and advances incurred by the
Master Servicer pursuant to this Section 3.25(b), and the Master Servicer shall
promptly reimburse itself from the assets of the Trust Fund in the Collection
Account for all amounts advanced by it pursuant to the preceding sentence except
when the claim in any way relates to the failure of the Master Servicer to
service and administer the Mortgage Loans in material compliance with the terms
of this Agreement or the negligence, bad faith or willful misconduct of the
Master Servicer. The provisions of this paragraph shall survive the termination
of this Agreement and the payment of the outstanding Certificates.

                  (c) The Securities Administrator shall indemnify the Seller,
the Trust Fund, the Trustee, the Servicer, the Master Servicer and the Depositor
and their officers, directors, employees and agents and hold each of them
harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgements,
and any other costs, fees and expenses that any of such parties may sustain in
any way related to the failure of the Securities Administrator to perform its
duties in compliance with the terms of this Agreement. The Securities
Administrator immediately shall notify the Seller, the Trustee, the Servicer,
the Master Servicer and the Depositor or any other relevant party if a claim is
made by a third party with respect to this Agreement or the Mortgage Loans,
assume (with the prior written consent of the indemnified party, which consent
shall


                                      -84-
<PAGE>


not be unreasonably withheld or delayed) the defense of any such claim and pay
all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgement or decree which may be entered against it or
any of such parties in respect of such claim. The Securities Administrator shall
follow any written instructions received from the Trustee in connection with
such claim it being understood that the Trustee shall have no duty to monitor or
give instructions with respect to such claims. The Securities Administrator
shall provide the Trustee, the Servicer, the Master Servicer, the Securities
Administrator and the Depositor with a written report of all expenses and
advances incurred by the Securities Administrator pursuant to this Section
3.25(c), and the Securities Administrator shall promptly reimburse itself from
the assets of the Trust Fund in the Collection Account for all amounts advanced
by it pursuant to the preceding sentence except when the claim in any way
relates to the failure of the Securities Administrator to perform its duties in
material compliance with the terms of this Agreement or the negligence, bad
faith or willful misconduct of the Securities Administrator. The provisions of
this paragraph shall survive the termination of this Agreement and the payment
of the outstanding Certificates.

         SECTION 3.26. Nonsolicitation.

         For as long as the Servicer services the Mortgage Loans, the Servicer
covenants that it will not, and that it will ensure that its affiliates and
agents, will not, directly solicit or provide information for any other party to
solicit for prepayment or refinancing of any of the Mortgage Loans by the
related Mortgagors. It is understood that the promotions undertaken by the
Servicer which are directed to the general public at large, or certain segments
thereof, shall not constitute solicitation as that term is used in this Section
3.26.

                                   ARTICLE IV

                                  DISTRIBUTIONS

         SECTION 4.01. Advances.

         Subject to the conditions of this Article IV, beginning on the related
Servicing Transfer Date, the Servicer, as required below, shall make an Advance
and deposit such Advance in the Collection Account. Each such Advance shall be
remitted to the Collection Account no later than 1:00 p.m. Eastern Standard time
on the Servicer Advance Date in immediately available funds. The Servicer shall
be obligated to make any such Advance only to the extent that such advance would
not be a Non-Recoverable Advance. If the Servicer shall have determined that it
has made a Non-Recoverable Advance or that a proposed Advance or a lesser
portion of such Advance would constitute a Non-Recoverable Advance, the Servicer
shall deliver (i) to the Securities Administrator for the benefit of the
Certificateholders, funds constituting the remaining portion of such Advance, if
applicable, and (ii) to the Depositor, each Rating Agency and the Securities
Administrator an Officer's Certificate setting forth the basis for such
determination. The Servicer may, in its sole discretion, make an Advance with
respect to the principal portion of the final Scheduled Payment on a Balloon
Loan, but the Servicer is under no obligation to do so; provided, however, that
nothing in this sentence shall affect the Servicer's obligation under this
Section 4.01 to Advance the interest portion of the final Scheduled Payment with
respect to a Balloon Loan as if such Balloon Loan were a fully amortizing
Mortgage Loan. If a Mortgagor does not pay its final Scheduled Payment on a
Balloon Loan when due, the Servicer shall Advance (unless it determines in its
good faith judgment that such amounts would constitute a Non-Recoverable
Advance) a full month of interest (net of the Servicing Fee) on the Stated
Principal Balance thereof each month until its Stated Principal Balance is
reduced to zero.


                                      -85-
<PAGE>

         In lieu of making all or a portion of such Advance from its own funds,
the Servicer may (i) cause to be made an appropriate entry in its records
relating to the Collection Account that any amount held for future distribution
has been used by the Servicer in discharge of its obligation to make any such
Advance and (ii) transfer such funds from the Collection Account to the
Certificate Account. In addition, the Servicer shall have the right to reimburse
itself for any such Advance from amounts held from time to time in the
Collection Account to the extent such amounts are not then required to be
distributed. Any funds so applied and transferred pursuant to the previous two
sentences shall be replaced by the Servicer by deposit in the Collection Account
no later than the close of business on the Servicer Advance Date on which such
funds are required to be distributed pursuant to this Agreement. The Servicer
shall be entitled to be reimbursed from the Collection Account for all Advances
of its own funds made pursuant to this Section as provided in Section 3.08. The
obligation to make Advances with respect to any Mortgage Loan shall continue
until the earlier of (i) such Mortgage Loan is paid in full, (ii) the related
Mortgaged Property or related REO Property has been liquidated or until the
purchase or repurchase thereof (or substitution therefor) from the Trust Fund
pursuant to any applicable provision of this Agreement, except as otherwise
provided in this Section 4.01, (iii) the Servicer determines in its good faith
judgment that such amounts would constitute a Non-Recoverable Advance as
provided in the preceding paragraph or (iv) the date on which such Mortgage Loan
becomes 150 days delinquent as set forth below.

         Notwithstanding the foregoing, the Servicer shall not be required to
make any Advances for any Mortgage Loan after such Mortgage Loan becomes 150
days delinquent. The Servicer shall identify such delinquent Mortgage Loans in
the Servicer Statement referenced in Section 3.24. In addition, the Servicer
shall provide the Securities Administrator with an Officer's Certificate listing
such delinquent Mortgage Loans and certifying that such loans are 150 days or
more delinquent.

         SECTION 4.02. Reduction of Servicing Compensation in Connection with
Prepayment Interest Shortfalls.

         In the event that any Mortgage Loan is the subject of a Prepayment
Interest Shortfall, beginning on the related Servicing Transfer Date, the
Servicer shall, from amounts in respect of the Servicing Fee for such
Distribution Date, deposit into the Collection Account, as a reduction of the
Servicing Fee for such Distribution Date, no later than the Servicer Advance
Date immediately preceding such Distribution Date, an amount up to the
Prepayment Interest Shortfall. In case of such deposit, the Servicer shall not
be entitled to any recovery or reimbursement from the Depositor, the Trustee,
the Trust Fund or the Certificateholders. With respect to any Distribution Date,
to the extent that the Prepayment Interest Shortfall exceeds Compensating
Interest (such excess, a "Non-Supported Interest Shortfall"), such Non-Supported
Interest Shortfall shall reduce the Current Interest with respect to each Class
of Certificates, pro rata based upon the amount of interest each such Class
would otherwise be entitled to receive on such Distribution Date.

         SECTION 4.03. Distributions on the REMIC Interests.

         On each Distribution Date, amounts on deposit in the Certificate
Account shall be treated for federal income tax purposes as applied to
distributions on the interests in the Lower Tier REMIC, Middle Tier REMIC 1,
Middle Tier REMIC 2 and the Upper Tier REMIC in an amount sufficient to make the
distributions on the respective Certificates on such Distribution Date in
accordance with the provisions of Section 4.04.

         SECTION 4.04. Distributions.

                  (a) [Reserved].


                                      -86-
<PAGE>


                  (b) On each Distribution Date, the Securities Administrator
shall make the following distributions from the Certificate Account of an amount
equal to the Interest Funds in the following order of priority:

                           (i) to the Class P Certificates, an amount equal to
any prepayment penalties collected on the Mortgage Loans during the related
Prepayment Period;

                           (ii) to each Class of R Certificate and Class A
Certificates, the Current Interest and any Interest Carryforward Amount with
respect to such Class; provided, however, if such amount is not sufficient to
make a full distribution of the Current Interest and any Interest Carryforward
Amount with respect to all the Class of R Certificate and Class A Certificates,
such amount will be distributed pro rata among each Class of the Class of R
Certificate and Class A Certificates based on the ratio of (x) the Current
Interest and Interest Carryforward Amount for each Class of the Class of R
Certificate and Class A Certificates to (y) the total amount of Current Interest
and any Interest Carryforward Amount for the Class of R Certificate and Class A
Certificates;

                           (iii) to the Class M-1 Certificates, the Class M-1
Current Interest and any Class M-1 Interest Carryforward Amount;

                           (iv) to the Class M-2 Certificates, the Class M-2
Current Interest and any Class M-2 Interest Carryforward Amount;

                           (v) to the Class B-1 Certificates, the Class B-1
Current Interest and any Class B-1 Interest Carryforward Amount;

                           (vi) to the Class B-2 Certificates, the Class B-2
Current Interest and any Class B-2 Interest Carryforward Amount;

                           (vii) to the Class B-3 Certificates, the Class B-3
Current Interest and any Class B-3 Interest Carryforward Amount;

                           (viii) upon the occurrence of a Class B-3 Turbo
Event, any remainder to the Class B-3 Certificates as principal in reduction of
the Class B-3 Certificate Principal Balance; and

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

                  (c) [Reserved]

                  (d) On each Distribution Date, the Securities Administrator
shall make the following distributions from the Certificate Account of an amount
equal to the Principal Distribution Amount in the following order of priority,
and each such distribution shall be made only after all distributions pursuant
to Section 4.04(b) above shall have been made until such amount shall have been
fully distributed for such Distribution Date:

                           (i) to the Class R Certificate and the Class A-1
Certificates, sequentially, the Class A Principal Distribution Amount, until the
Certificate Principal Balances thereof have been reduced to zero;

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

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


                                      -87-
<PAGE>


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

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

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

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

                  (e) [Reserved].

                  (f) On each Distribution Date, the Securities Administrator
shall make the following distributions up to the following amounts from the
Certificate Account of the remainders pursuant to Section 4.04(b)(ix) and
(d)(vii) hereof and, to the extent required to make the distributions set forth
below in clauses (i) through (vi) of this Section 4.04(f), and each such
distribution shall be made only after all distributions pursuant to Sections
4.04(b) and (d) above shall have been made until such remainders shall have been
fully distributed for such Distribution Date:

                           (i) for distribution as part of the Principal
Distribution Amount, the Extra Principal Distribution Amount;

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

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

                           (iv) to the Class B-1 Certificates, the Class B-1
Unpaid Realized Loss Amount;

                           (v) to the Class B-2 Certificates, the Class B-2
Unpaid Realized Loss Amount;

                           (vi) to the Class B-3 Certificates, the Class B-3
Unpaid Realized Loss Amount;

                           (vii) to the extent required to make the allocations
set forth below, on a pro rata basis:

                                    (A) to the Class A-1 Certificates, the
Floating Rate Certificate Carryover for such Class,

                                    (B) to the Class R Certificate, the Floating
Rate Certificate Carryover for such Class;

                                    (C) to the Class M-1 Certificates, the
Floating Rate Certificate Carryover for such Class;

                                    (D) to the Class M-2 Certificates, the
Floating Rate Certificate Carryover for such Class;


                                      -88-
<PAGE>

                                    (E) to the Class B-1 Certificates, the
Floating Rate Certificate Carryover for such Class;

                                    (F) to the Class B-2 Certificates, the
Floating Rate Certificate Carryover for such Class;

                                    (G) to the Class B-3 Certificates, the
Floating Rate Certificate Carryover for such Class;

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

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

                           (i) to the Class X Certificates, the Class X
Distributable Amount; and

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

                  (h) On each Distribution Date, the Securities Administrator
shall allocate the remainder pursuant to Section 4.04(g)(ii) hereof to the Class
R Certificate and such distributions shall be made only after all preceding
distributions shall have been made until such remainder shall have been fully
distributed.

                  (i) On each Distribution Date, after giving effect to
distributions on such Distribution Date, the Securities Administrator shall
allocate the Applied Realized Loss Amount for the Certificates to reduce the
Certificate Principal Balances of the Subordinated Certificates in the following
order of priority:

                           (i) to the Class B-3 Certificates until the Class B-3
Certificate Principal Balance is reduced to zero;

                           (ii) to the Class B-2 Certificate until the Class B-2
Principal Balance is reduced to zero;

                           (iii) to the Class B-1 Certificate until the Class
B-1 Principal Balance is reduced to zero;

                           (iv) to the Class M-2 Certificates until the Class
M-2 Certificate Principal Balance is reduced to zero; and

                           (v) to the Class M-1 Certificates until the Class M-1
Certificate Principal Balance is reduced to zero.

                  (j) Subject to Section 9.02 hereof respecting the final
distribution, on each Distribution Date the Securities Administrator shall make
distributions to each Certificateholder of record on the preceding Record Date
either by wire transfer in immediately available funds to the account of such
holder at a bank or other entity having appropriate facilities therefor, if such
Holder has so notified the Securities Administrator at least five (5) Business
Days prior to the related Record Date or, if not, by check mailed by first class
mail to such Certificateholder at the address of such holder appearing in the
Certificate Register. Notwithstanding the foregoing, but subject to Section 9.02
hereof respecting the final distribution, distributions with respect to
Certificates registered in the name of a Depository shall be made to such
Depository in immediately available funds.


                                      -89-
<PAGE>

         In accordance with this Agreement, the Servicer, shall prepare and
deliver a report (the "Remittance Report") to the Securities Administrator in
the form of a computer readable magnetic tape (or by such other means as the
Servicer, as applicable and the Securities Administrator may agree from time to
time) containing such data and information such as to permit the Securities
Administrator to prepare the Monthly Statement to Certificateholders and make
the required distributions for the related Distribution Date. Prior to Final
Servicing Transfer Date, the Master Servicer will prepare a Remittance Report
relating to Mortgage Loans, serviced by the Interim Servicers, based solely on
information received by such Interim Servicers. The Securities Administrator
will prepare the Monthly Report based solely upon the information received from
the Servicer and the Interim Servicers.

         SECTION 4.05. Monthly Statements to Certificateholders.

                  (a) Not later than each Distribution Date based on information
provided by the Master Servicer or Servicer, as applicable, the Securities
Administrator shall prepare and make available on its website located at
www.ctslink.com to each Holder of a Class of Certificates of the Trust Fund, the
Master Servicer, the Trustee, the Servicer, the Rating Agencies and the
Depositor a statement setting forth for each $1,000 principal amount of
Certificates:

                           (i) the amount of the related distribution to Holders
of each Class allocable to principal, separately identifying (A) the aggregate
amount of any Principal Prepayments included therein, (B) the aggregate of all
scheduled payments of principal included therein, (C) the Extra Principal
Distribution Amount, if any, and (D) the aggregate amount of prepayment
penalties, if any;

                           (ii) the amount of such distribution to Holders of
each Class allocable to interest, together with any Non-Supported Interest
Shortfalls allocated to each Class;

                           (iii) any Interest Carryforward Amount for each Class
of the Offered Certificates;

                           (iv) the Class Certificate Principal Balance of each
Class after giving effect (i) to all distributions allocable to principal on
such Distribution Date and (ii) the allocation of any Applied Realized Loss
Amounts for such Distribution Date;

                           (v) the Pool Stated Principal Balance for such
Distribution Date;

                           (vi) the related amount of the Securities
Administrator Fee and Servicing Fee paid to or retained by the Securities
Administrator or the Servicer;

                           (vii) the Pass-Through Rate for each Class of
Certificates for such Distribution Date;

                           (viii) the amount of Advances included in the
distribution on such Distribution Date;

                           (ix) the cumulative amount of (A) Realized Losses and
(B) Applied Realized Loss Amounts to date;

                           (x) the amount of (A) Realized Losses and (B) Applied
Realized Loss Amounts with respect to such Distribution Date;

                           (xi) the number and aggregate principal amounts of
Mortgage Loans (A) Delinquent (exclusive of Mortgage Loans in foreclosure) (1)
31 to 60 days, (2) 61 to 90 days and (3) 91


                                      -90-
<PAGE>

or more days, and (B) in foreclosure and Delinquent (1) 31 to 60 days, (2) 61 to
90 days and (3) 91 or more days, in each case as of the close of business on the
last day of the calendar month preceding such Distribution Date;

                           (xii) the total number and principal balance of any
REO Properties as of the close of business on the last day of the calendar month
preceding such Distribution Date;

                           (xiii) the aggregate Stated Principal Balance of all
Liquidated Loans as of the preceding Distribution Date;

                           (xiv) whether a Trigger Event has occurred;

                           (xv) with respect to each Class of Certificates, any
Interest Carryforward Amount with respect to such Distribution Date for each
such Class, any Interest Carryforward Amount paid for each such Class and any
remaining Interest Carryforward Amount for each such Class;

                           (xvi) with respect to each Class Certificates any
Floating Rate Certificate Carryover with respect to such Distribution Date for
each such Class, any Floating Rate Certificate Carryover paid for each such
Class and any remaining Floating Rate Certificate Carryover for each such Class;

                           (xvii) the number and Stated Principal Balance (as of
the preceding Distribution Date) of any Mortgage Loans which were purchased or
repurchased during the preceding Due Period and since the Cut-off Date;

                           (xviii) the number of Mortgage Loans for which
prepayment penalties were received during the related Prepayment Period and, for
each such Mortgage Loan, the amount of prepayment penalties received during the
related Prepayment Period and in the aggregate of such amounts for all such
Mortgage Loans since the Cut-off Date;

                           (xix) [RESERVED];

                           (xx) the amount and purpose of any withdrawal from
the Collection Account pursuant to Section 3.08(a)(v); and

                           (xxi) the amount of any payments to each Class of
Certificates that are treated as payments received in respect of a REMIC Regular
Interest and the amount of any payments to each Class of Certificates that are
not treated as payments received in respect of a REMIC Regular Interest.

                  (b) [RESERVED]

                  (c) If so requested in writing or as required by applicable
law, within a reasonable period of time after the end of each calendar year, the
Securities Administrator shall make available on its website or cause to be
furnished to each Person who at any time during the calendar year was a
Certificateholder of record, a statement containing the information set forth in
clauses (a)(i) and (a)(ii) of this Section 4.05 aggregated for such calendar
year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Securities Administrator shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Securities Administrator pursuant to any
requirements of the Code as from time to time in effect.

                  (d) Upon filing with the Internal Revenue Service, the
Securities Administrator shall furnish to the Holders of the Class R Certificate
the Form 1066 and each Form 1066Q and shall respond


                                      -91-
<PAGE>


promptly to written requests made not more frequently than quarterly by any
Holder of Class R Certificate with respect to the following matters: The
original projected principal and interest cash flows on the Closing Date on each
Class of regular and residual interests created hereunder and on the Mortgage
Loans, based on the Prepayment Assumption;

                           (i) The projected remaining principal and interest
cash flows as of the end of any calendar quarter with respect to each Class of
regular and residual interests created hereunder and the Mortgage Loans, based
on the Prepayment Assumption;

                           (ii) The Prepayment Assumption and any interest rate
assumptions used in determining the projected principal and interest cash flows
described above;

                           (iii) The original issue discount (or, in the case of
the Mortgage Loans, market discount) or premium accrued or amortized through the
end of such calendar quarter with respect to each Class of regular or residual
interests created hereunder and to the Mortgage Loans, together with each
constant yield to maturity used in computing the same;

                           (iv) The treatment of losses realized with respect to
the Mortgage Loans or the regular interests created hereunder, including the
timing and amount of any cancellation of indebtedness income of the REMICs with
respect to such regular interests or bad debt deductions claimed with respect to
the Mortgage Loans;

                           (v) The amount and timing of any non-interest
expenses of the REMICs; and

                           (vi) Any taxes (including penalties and interest)
imposed on the REMICs, including, without limitation, taxes on "prohibited
transactions," "contributions" or "net income from foreclosure property" or
state or local income or franchise taxes.

         The information pursuant to clauses (i), (ii), (iii) and (iv) above
shall be provided by the Depositor pursuant to Section 8.11.

                                   ARTICLE V

                                THE CERTIFICATES

         SECTION 5.01. The Certificates.

         The Certificates shall be substantially in the forms attached hereto as
exhibits. The Certificates shall be issuable in registered form, in the minimum
dollar denominations, integral dollar multiples in excess thereof (except that
one Certificate of each Class may be issued in a different amount which must be
in excess of the applicable minimum dollar denomination) and aggregate dollar
denominations as set forth in the following table:

<Table>
<Caption>
                                                Original Certificate
          Minimum       Integral Multiples in   Principal Balance or
Class   Denomination      Excess of Minimum       Notional Amount
-----   ------------    ---------------------   --------------------
<S>     <C>             <C>                     <C>
A-1     $  25,000.00         $    1.00             $90,182,000.00
A-X     $ 100,000.00         $    1.00             $13,745,000.00
M-1     $  25,000.00         $    1.00             $14,309,000.00
</Table>


                                      -92-
<PAGE>

<Table>
<Caption>
                                                Original Certificate
          Minimum       Integral Multiples in   Principal Balance or
Class   Denomination      Excess of Minimum       Notional Amount
-----   ------------    ---------------------   --------------------
<S>     <C>             <C>                     <C>
M-2     $  25,000.00         $    1.00             $10,648,000.00
B-1     $  25,000.00         $    1.00             $ 8,985,000.00
B-2     $  25,000.00         $    1.00             $ 2,529,000.00
B-3     $ 100,000.00         $    1.00             $ 6,456,000.00
P                 (1)               (1)                        (1)
X       $     100.00         $1,000.00             $       685.61
R       $     100.00               N/A             $       100.00
</Table>

---------
(1) The Class P Certificates shall not have a minimum dollar denomination or
Certificate Principal Balance and shall be issued in a minimum percentage
interest of 100%.

         The Certificates shall be executed by manual or facsimile signature on
behalf of the Securities Administrator by an authorized officer. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the
Securities Administrator shall bind the Trust Fund, notwithstanding that such
individuals or any of them have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices at
the date of such authentication and delivery. No Certificate shall be entitled
to any benefit under this Agreement, or be valid for any purpose, unless there
appears on such Certificate a certificate of authentication substantially in the
form set forth as attached hereto executed by the Authenticating Agent by manual
signature, and such certificate of authentication upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication. On the Closing Date, the Authenticating Agent shall
authenticate the Certificates to be issued at the written direction of the
Depositor, or any Affiliate thereof.

         The Class B-3 Certificates sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more permanent
global certificates in definitive, fully registered form without interest
coupons with the applicable legends set forth in Exhibit A hereto added to the
forms of such Certificates (each, a "Book-Entry Regulation S Global Security"),
which shall be deposited on behalf of the Holders of such Certificates
represented thereby with the Securities Administrator, as custodian for DTC and
registered in the name of a nominee of DTC, duly executed and authenticated by
the Securities Administrator and the Authenticating Agent as hereinafter
provided. The aggregate principal amounts of the Book-Entry Regulation S Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Securities Administrator or DTC or its nominee, as the
case may be, as hereinafter provided.

         The Class P or Class X Certificates sold in offshore transactions in
reliance on Regulation S shall be issued initially in the form of one or more
permanent global certificates in physical, fully registered form without
interest coupons with the applicable legends set forth in Exhibit A hereto added
to the forms of such Certificates (each, a "Definitive Regulation S Global
Security"), which shall be delivered to the Holders of such Certificates
represented thereby by the Securities Administrator, duly executed and
authenticated by the Securities Administrator and the Authenticating Agent as
hereinafter provided. The aggregate principal amounts of the Definitive
Regulation S Global Securities may from time to time be increased or decreased
by adjustments made on the records of the Securities Administrator, as
hereinafter provided.


                                      -93-
<PAGE>

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

                  (a) The Securities Administrator shall maintain, or cause to
be maintained in accordance with the provisions of Section 5.09 hereof, a
Certificate Register for the Trust Fund in which, subject to the provisions of
subsections (b) and (c) below and to such reasonable regulations as it may
prescribe, the Securities Administrator shall provide for the registration of
Certificates and of Transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of Transfer of any Certificate, the
Authenticating Agent shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
Class and of like aggregate Percentage Interest.

         At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Securities Administrator. Whenever any
Certificates are so surrendered for exchange, the Securities Administrator shall
execute and the Authenticating Agent shall authenticate and deliver the
Certificates that the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for registration of Transfer
or exchange shall be accompanied by a written instrument of Transfer in form
satisfactory to the Securities Administrator duly executed by the holder thereof
or his attorney duly authorized in writing.

         No service charge to the Certificateholders shall be made for any
registration of Transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any Transfer or exchange of Certificates may be required. All
Certificates surrendered for registration of Transfer or exchange shall be
canceled and subsequently destroyed by a Securities Administrator in accordance
with such Securities Administrator's customary procedures.

         No Transfer of a Class B-3, Class P or Class X Certificate shall be
made unless such Transfer is made pursuant to an effective registration
statement under the Securities Act and any applicable state securities laws or
is exempt from the registration requirements under the Securities Act and such
state securities laws. In the event that a Transfer is to be made in reliance
upon an exemption from the Securities Act and such laws, in order to assure
compliance with the Securities Act and such laws, the Certificateholder desiring
to effect such Transfer and such Certificateholder's prospective transferee
shall (except with respect to the initial transfer of a Class B-3, Class P or
Class X Certificate by Merrill Lynch & Co.) each certify to the Securities
Administrator in writing the facts surrounding the Transfer in substantially the
forms set forth in Exhibit F (the "Transferor Certificate") and (i) deliver a
letter in substantially the form of either Exhibit G (the "Investment Letter")
or Exhibit H (the "Rule 144A Letter") or (ii) there shall be delivered to the
Securities Administrator an Opinion of Counsel that such Transfer may be made
pursuant to an exemption from the Securities Act, which Opinion of Counsel shall
not be an expense of the Depositor, the Securities Administrator or the Trustee.
The Depositor shall provide to any Holder of a Class B-3, Class P or Class X
Certificate and any prospective transferee designated by any such Holder,
information regarding the related Certificates and the Mortgage Loans and such
other information as shall be necessary to satisfy the condition to eligibility
set forth in Rule 144A(d)(4) for Transfer of any such Certificate without
registration thereof under the Securities Act pursuant to the registration
exemption provided by Rule 144A. The Securities Administrator shall cooperate
with the Depositor in providing the Rule 144A information referenced in the
preceding sentence, including providing to the Depositor such information in the
possession of the Securities Administrator regarding the Certificates, the
Mortgage Loans and other matters regarding the Trust Fund as the Depositor shall
reasonably request to meet its obligation under the preceding sentence. Each
Holder of a Class B-3, Class P or Class X Certificate desiring to effect such
Transfer shall, and does hereby agree to, indemnify the

                                      -94-
<PAGE>

Depositor, the Securities Administrator and the Trustee against any liability
that may result if the Transfer is not so exempt or is not made in accordance
with such federal and state laws.

         By acceptance of a Regulation S Global Security, whether upon original
issuance or subsequent transfer, each Holder of such a Certificate acknowledges
the restrictions on the transfer of such Certificate set forth thereon and
agrees that it will only transfer such a Certificate as provided herein. In
addition, each Holder of a Regulation S Global Security shall be deemed to have
represented and warranted to the Depositor, the Securities Administrator and any
of their respective successors that: (i) such Person is not a "U.S. person"
within the meaning of Regulation S and was, at the time the buy order was
originated, outside the United States and (ii) such Person understands that such
Certificates have not been registered under the Securities Act and that (x)
until the expiration of the 40-day distribution compliance period (within the
meaning of Regulation S), no offer, sale, pledge or other transfer of such
Certificates or any interest therein shall be made in the United States or to or
for the account or benefit of a U.S. person (each as defined in Regulation S),
(y) if in the future it decides to offer, resell, pledge or otherwise transfer
such Certificates, such Certificates may be offered, resold, pledged or
otherwise transferred only (A) to a person which the seller reasonably believes
is a "qualified institutional buyer" (a "QIB") as defined in Rule 144A under the
Securities Act, that is purchasing such Certificates for its own account or for
the account of a qualified institutional buyer to which notice is given that the
transfer is being made in reliance on Rule 144A or (B) in an offshore
transaction (as defined in Regulation S) in compliance with the provisions of
Regulation S, in each case in compliance with the requirements of this
Agreement; and it will notify such transferee of the transfer restrictions
specified in this Section.

         The beneficial ownership (as determined for federal income tax
purposes) of a Class X Certificate shall not be transferred to a non-United
States Person unless the Securities Administrator has received, in the manner
required by applicable Treasury regulations (and with all required attachments,
including, where the non-United States Person is providing a Form W-8IMY, Forms
W-8BEN or W-9 from all persons treated as beneficially owning an interest in the
Class X Certificate through such non-U.S. Person either directly, through an
intermediary or through another entity that is treated as a partnership or other
look-through entity for U.S. federal income tax purposes), a properly completed
Internal Revenue Service Form W-8IMY, Form W-8BEN or Form W-8ECI from such
non-United States Person.

         No Transfer of an ERISA Restricted Certificate shall be made unless the
Securities Administrator shall have received either (i) a representation from
the transferee of such Certificate acceptable to and in form and substance
satisfactory to the Securities Administrator, to the effect that such transferee
is not an employee benefit plan subject to Title I of ERISA or a plan subject to
Section 4975 of the Code or a plan subject to any applicable Federal, state or
local law materially similar to the foregoing provisions of ERISA and the Code
("Similar Law"), or a Person acting on behalf of any such plan or using the
assets of any such plan, (ii) except in the case of a Class R Certificate which
may not be transferred to a transferee that does not provide the representation
described in clause (i), a representation that the transferee is an insurance
company that is purchasing such Certificates with funds contained in an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995)
("PTCE 95-60")) and that the purchase and holding of such Certificates is
covered under Sections I and III of PTCE 95-60, or (iii) in the case of any such
ERISA Restricted Certificate, other than a Class R Certificate, presented for
registration in the name of an employee benefit plan subject to ERISA, a plan
subject to Section 4975 of the Code, or a plan subject to Similar Law (or
comparable provisions of any subsequent enactments), or a trustee of any such
plan or any other person acting on behalf of any such plan, an Opinion of
Counsel satisfactory to the Securities Administrator to the effect that the
purchase and holding of such ERISA Restricted Certificate will not result in a
prohibited transaction under ERISA or the Code or Similar Law and will not
subject the Securities Administrator or the Trustee to any obligation in
addition to those expressly undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Securities Administrator or the


                                      -95-
<PAGE>

Trustee. For purposes of clause (i) of the preceding sentence, such
representation shall be deemed to have been made to the Securities Administrator
by the transferee's acceptance of an ERISA Restricted Certificate (or the
acceptance by a Certificate Owner of the beneficial interest in any Class of
ERISA Restricted Certificates) unless the Securities Administrator shall have
received from the transferee an alternative representation acceptable in form
and substance to the Securities Administrator. Notwithstanding anything else to
the contrary herein, any purported transfer of an ERISA Restricted Certificate
to or on behalf of an employee benefit plan subject to Title I of ERISA, a plan
subject to Section 4975 of the Code, or a plan subject to Similar Law without
the delivery to the Securities Administrator of a representation or an Opinion
of Counsel satisfactory to the Securities Administrator as described above shall
be void and of no effect. The Securities Administrator shall be under no
liability to any Person for any registration of transfer of any ERISA Restricted
Certificate that is in fact not permitted by this Section 5.02(b) or for making
any payments due on such Certificate to the Holder thereof or taking any other
action with respect to such Holder under the provisions of this Agreement so
long as the transfer was registered by the Securities Administrator in
accordance with the foregoing requirements. The Securities Administrator shall
be entitled, but not obligated, to recover from any Holder of any ERISA
Restricted Certificate that was in fact an employee benefit plan subject to
Title I of ERISA, a plan subject to Section 4975 of the Code, or a plan subject
to Similar Law or a Person acting on behalf of any such plan at the time it
became a Holder or, at such subsequent time as it became such a plan or Person
acting on behalf of such a plan, all payments made on such ERISA Restricted
Certificate at and after either such time. Any such payments so recovered by the
Securities Administrator shall be paid and delivered by the Securities
Administrator to the last preceding Holder of such Certificate that is not such
a plan or Person acting on behalf of a plan.

                  (b) Each Person who has or who acquires any Ownership Interest
in a Class R Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions,
and the rights of each Person acquiring any Ownership Interest in a Class R
Certificate are expressly subject to the following provisions:

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

                           (ii) No Ownership Interest in a Class R Certificate
may be purchased, transferred or sold, directly or indirectly, except in
accordance with the provisions hereof. No Ownership Interest in a Class R
Certificate may be registered on the Closing Date or thereafter transferred, and
the Securities Administrator shall not register the Transfer of any Class R
Certificate unless, in addition to the certificates required to be delivered to
the Securities Administrator under subparagraph (b) above, the Securities
Administrator shall have been furnished with an affidavit (a "Transfer
Affidavit") of the initial owner or the proposed transferee in the form attached
hereto as Exhibit E-1 and an affidavit of the proposed transferor in the form
attached hereto as Exhibit E-2. In the absence of a contrary instruction from
the transferor of a Class R Certificate, declaration (11) in Appendix A of the
Transfer Affidavit may be left blank. If the transferor requests by written
notice to the Securities Administrator prior to the date of the proposed
transfer that one of the two other forms of declaration (11) in Appendix A of
the Transfer Affidavit be used, then the requirements of this Section
5.02(c)(ii) shall not have been satisfied unless the Transfer Affidavit includes
such other form of declaration.

                           (iii) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (A) to obtain a Transfer Affidavit
from any other Person to whom such Person attempts to Transfer its Ownership
Interest in a Class R Certificate, (B) to obtain a Transfer Affidavit from any
Person for whom such Person is acting as nominee, trustee or agent in connection
with any Transfer of a Class R Certificate and (C) not to Transfer its Ownership
Interest in a Class R Certificate or



                                      -96-
<PAGE>


to cause the Transfer of an Ownership Interest in a Class R Certificate to any
other Person if it has actual knowledge that such Person is not a Permitted
Transferee. Further, no transfer, sale or other disposition of any Ownership
Interest in a Class R Certificate may be made to a person who is not a U.S.
Person (within the meaning of section 7701 of the Code) unless such person
furnishes the transferor, the Securities Administrator with a duly completed and
effective Internal Revenue Service Form W-8ECI (or any successor thereto) and
the Securities Administrator consents to such transfer, sale or other
disposition in writing.

                           (iv) Any attempted or purported Transfer of any
Ownership Interest in a Class R Certificate in violation of the provisions of
this Section 5.02(c) shall be absolutely null and void and shall vest no rights
in the purported Transferee. If any purported transferee shall become a Holder
of a Class R Certificate in violation of the provisions of this Section 5.02(c),
then the last preceding Permitted Transferee shall be restored to all rights as
Holder thereof retroactive to the date of registration of Transfer of such Class
R Certificate. The Securities Administrator shall be under no liability to any
Person for any registration of Transfer of a Class R Certificate that is in fact
not permitted by Section 5.02(b) and this Section 5.02(c) or for making any
payments due on such Certificate to the Holder thereof or taking any other
action with respect to such Holder under the provisions of this Agreement so
long as the Transfer was registered after receipt of the related Transfer
Affidavit. The Securities Administrator shall be entitled but not obligated to
recover from any Holder of a Class R Certificate that was in fact not a
Permitted Transferee at the time it became a Holder or, at such subsequent time
as it became other than a Permitted Transferee, all payments made on such Class
R Certificate at and after either such time. Any such payments so recovered by
the Securities Administrator shall be paid and delivered by the Securities
Administrator to the last preceding Permitted Transferee of such Certificate.

                           (v) At the option of the Holder of the Class R
Certificate, the Class LTR Interest, the Class MT1R Interest, the Class MT2R
Interest and the Residual Interest in the Upper Tier REMIC may be severed and
represented by separate certificates (with the separate certificate that
represents the Residual Interest also representing all rights of the Class R
Certificate to distributions attributable to a Pass-Through Rate on the Class R
Certificate in excess of the Adjusted Net WAC); provided, however, that such
separate certification may not occur until the Securities Administrator receives
an Opinion of Counsel to the effect that separate certification in the form and
manner proposed would not result in the imposition of federal tax upon the Trust
Fund or any of the REMICs provided for herein or cause any of the REMICs
provided for herein to fail to qualify as a REMIC; and provided further, that
the provisions of Sections 5.02(b) and (c) will apply to each such separate
certificate as if the separate certificate were a Class R Certificate. If, as
evidenced by an Opinion of Counsel, it is necessary to preserve the REMIC status
of any of the REMICs provided for herein, the Class LTR Interest , the Class
MT1R Interest, the Class MT2R Interest and the Residual Interest in the Upper
Tier REMIC shall be severed and represented by separate certificates (with the
separate certificate that represents the Residual Interest also representing all
rights of the Class R Certificate to distributions attributable to a
Pass-Through Rate on the Class R Certificate in excess of the Adjusted Net WAC).

         The restrictions on Transfers of a Class R Certificate set forth in
this Section 5.02(c) shall cease to apply (and the applicable portions of the
legend on a Class R Certificate may be deleted) with respect to Transfers
occurring after delivery to the Securities Administrator of an Opinion of
Counsel, which Opinion of Counsel shall not be an expense of the Securities
Administrator or the Depositor, to the effect that the elimination of such
restrictions will not cause any of the REMICs provided for herein to fail to
qualify as a REMIC at any time that the Certificates are outstanding or result
in the imposition of any tax on the Trust Fund, any REMIC provided for herein, a
Certificateholder or another Person. Each Person holding or acquiring any
Ownership Interest in a Class R Certificate hereby consents to any amendment of
this Agreement that, based on an Opinion of Counsel furnished to the Securities
Administrator, is reasonably necessary (a) to ensure that the record ownership
of, or any beneficial interest in, a Class R Certificate is not transferred,
directly or indirectly, to a Person that is not a Permitted Transferee and (b)
to provide for a means to compel the Transfer of a Class R


                                      -97-
<PAGE>

Certificate that is held by a Person that is not a Permitted Transferee to a
Holder that is a Permitted Transferee.

                  (c) The transferor of the Class R Certificate shall notify the
Securities Administrator in writing upon the transfer of the Class R
Certificate.

                  (d) The preparation and delivery of all certificates, opinions
and other writings referred to above in this Section 5.02 shall not be an
expense of the Trust Fund, the Depositor, the Securities Administrator or the
Trustee.

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

         If (a) any mutilated Certificate is surrendered to the Securities
Administrator or the Securities Administrator receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate and of the
ownership thereof and (b) there is delivered to the Securities Administrator and
the Trustee such security or indemnity as may be required by them to save each
of them harmless, then, in the absence of notice to the Securities Administrator
that such Certificate has been acquired by a bona fide purchaser, the Securities
Administrator shall execute, authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like Class, tenor and Percentage Interest. In connection with the
issuance of any new Certificate under this Section 5.03, the Securities
Administrator may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Securities Administrator and
the Trustee and their counsel) connected therewith. Any replacement Certificate
issued pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time. All
Certificates surrendered to the Securities Administrator under the terms of this
Section 5.03 shall be canceled and destroyed by the Securities Administrator in
accordance with its standard procedures without liability on its part.

         SECTION 5.04. Persons Deemed Owners.

         The Trustee, the Securities Administrator and any agent of the Trustee
or the Securities Administrator may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in this Agreement and for all other purposes
whatsoever, and neither the Trustee or the Securities Administrator, nor any
agent of the Trustee or the Securities Administrator shall be affected by any
notice to the contrary.

         SECTION 5.05. Access to List of Certificateholders' Names and
Addresses.

         If three or more Certificateholders (a) request such information in
writing from the Securities Administrator, (b) state that such
Certificateholders desire to communicate with other Certificateholders with
respect to their rights under this Agreement or under the Certificates, and (c)
provide a copy of the communication that such Certificateholders propose to
transmit or if the Depositor shall request such information in writing from the
Securities Administrator, then the Securities Administrator shall, within ten
Business Days after the receipt of such request, provide the Depositor or such
Certificateholders at such recipients' expense the most recent list of the
Certificateholders of the Trust Fund held by the Securities Administrator, if
any. The Depositor and every Certificateholder, by receiving and holding a
Certificate, agree that the Securities Administrator shall not be held
accountable by reason of the disclosure of any such information as to the list
of the Certificateholders hereunder, regardless of the source from which such
information was derived.


                                      -98-
<PAGE>

         SECTION 5.06. Book-Entry Certificates.

         The Regular Certificates, upon original issuance, shall be issued in
the form of one or more typewritten Certificates representing the Book-Entry
Certificates, to be delivered to the Depository by or on behalf of the
Depositor. The Class P, Class R and Class X Certificates shall be definitive
certificates. The Book-Entry Certificates shall initially be registered on the
Certificate Register in the name of the Depository or its nominee, and no
Certificate Owner of a Book-Entry Certificate will receive a definitive
certificate representing such Certificate Owner's interest in such Certificates,
except as provided in Section 5.08. Unless and until definitive, fully
registered Certificates ("Definitive Certificates") have been issued to the
Certificate Owners of the Book-Entry Certificates pursuant to Section 5.08:

                  (a) the provisions of this Section shall be in full force and
effect;

                  (b) the Depositor, the Securities Administrator and the
Trustee may deal with the Depository and the Depository Participants for all
purposes (including the making of distributions) as the authorized
representative of the respective Certificate Owners of the Book-Entry
Certificates;

                  (c) registration of the Book-Entry Certificates may not be
transferred by the Securities Administrator except to another Depository;

                  (d) the rights of the respective Certificate Owners of the
Book-Entry Certificates shall be exercised only through the Depository and the
Depository Participants and shall be limited to those established by law and
agreements between the Owners of the Book-Entry Certificates and the Depository
and/or the Depository Participants. Pursuant to the Depository Agreement, unless
and until Definitive Certificates are issued pursuant to Section 5.08, the
Depository will make book-entry transfers among the Depository Participants and
receive and transmit distributions of principal and interest on the related
Certificates to such Depository Participants;

                  (e) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants;

                  (f) the Securities Administrator and the Trustee may rely and
shall be fully protected in relying upon information furnished by the Depository
with respect to its Depository Participants; and

                  (g) to the extent that the provisions of this Section conflict
with any other provisions of this Agreement, the provisions of this Section
shall control.

         For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Certificateholders
evidencing a specified percentage of the aggregate unpaid principal amount of
any Class of Certificates, such direction or consent may be given by Certificate
Owners (acting through the Depository and the Depository Participants) owning
Book-Entry Certificates evidencing the requisite percentage of principal amount
of such Class of Certificates.

         SECTION 5.07. Notices to Depository.

         Whenever any notice or other communication is required to be given to
Certificateholders of the Class with respect to which Book-Entry Certificates
have been issued, unless and until Definitive Certificates shall have been
issued to the related Certificate Owners, the Securities Administrator and the
Trustee shall give all such notices and communications to the Depository.


                                      -99-
<PAGE>

         SECTION 5.08. Definitive Certificates.

         If, after Book-Entry Certificates have been issued with respect to any
Certificates, (a) the Depository or the Depositor advises the Securities
Administrator and the Trustee that the Depository is no longer willing,
qualified or able to discharge properly its responsibilities under the
Depository Agreement with respect to such Certificates and the Securities
Administrator or the Depositor is unable to locate a qualified successor, (b)
the Depositor, at its sole option, advises the Securities Administrator and the
Trustee that it elects to terminate the book-entry system with respect to such
Certificates through the Depository or (c) after the occurrence and continuation
of an Event of Default, Certificate Owners of such Book-Entry Certificates
having not less than 51% of the Voting Rights evidenced by any Class of
Book-Entry Certificates advise the Securities Administrator, the Trustee and the
Depository in writing through the Depository Participants that the continuation
of a book-entry system with respect to Certificates of such Class through the
Depository (or its successor) is no longer in the best interests of the
Certificate Owners of such Class, then the Securities Administrator shall notify
all Certificate Owners of such Book-Entry Certificates, through the Depository,
of the occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners of such Class requesting the same. The
Depositor shall provide the Securities Administrator with an adequate inventory
of certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon surrender to the Securities Administrator of any such
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration, the Authenticating Agent shall authenticate and
the Securities Administrator shall deliver such Definitive Certificates. Neither
the Depositor nor the Securities Administrator shall be liable for any delay in
delivery of such instructions and each may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of such Definitive
Certificates, all references herein to obligations imposed upon or to be
performed by the Depository shall be deemed to be imposed upon and performed by
the Securities Administrator, to the extent applicable with respect to such
Definitive Certificates and the Securities Administrator shall recognize the
Holders of such Definitive Certificates as Certificateholders hereunder.

         SECTION 5.09. Maintenance of Office or Agency.

         The Securities Administrator will maintain or cause to be maintained at
its expense an office or offices or agency or agencies where Certificates may be
surrendered for registration of transfer or exchange. The Securities
Administrator initially designates its offices at Sixth and Marquette,
Minneapolis, Minnesota 55479, Attention: Corporate Trust Services - Terwin
Mortgage Trust, Series TMTS 2003-5SL as offices for such purposes. The
Securities Administrator will give prompt written notice to the
Certificateholders of any change in such location of any such office or agency.

         SECTION 5.10. Authenticating Agents.

                  (a) The Trustee may appoint one or more Authenticating Agents
(each, an "Authenticating Agent") which shall be authorized to act on behalf of
the Trustee in authenticating the Certificates. Wherever reference is made in
this Agreement to the authentication of Certificates by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent must be an entity organized and
doing business under the laws of the United States of America or of any state,
having a combined capital and surplus of at least $15,000,000, authorized under
such laws to do a trust business and subject to supervision or examination by
federal or state authorities. If the Authenticating Agent is a party other than
the Trustee, the Trustee shall have no liability in connection with the
performance or failure of performance of the Authenticating Agent. The Trustee
hereby appoints Wells Fargo Bank Minnesota, National Association as the initial
Authenticating Agent. The Trustee shall be the


                                     -100-
<PAGE>


Authenticating Agent during any such time as no other Authenticating Agent has
been appointed and has not resigned.

                  (b) Any Person into which any Authenticating Agent may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which any
Authenticating Agent shall be a party, or any Person succeeding to the corporate
agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

                  (c) Any Authenticating Agent may at any time resign by giving
at least 30 days' advance written notice of resignation to the Trustee and the
Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any Authenticating Agent
shall cease to be eligible in accordance within the provisions of this Section
5.10, the Trustee may appoint a successor Authenticating Agent, shall give
written notice of such appointment to the Depositor and shall mail notice of
such appointment to all Holders of Certificates. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 5.10. No Authenticating Agent shall have responsibility or
liability for any action taken by it as such at the direction of the Trustee.
Any Authenticating Agent (except the Securities Administrator) shall be entitled
to reasonable compensation for its services and any such compensation shall be
payable solely by the Trust Fund, without any right of reimbursement from the
Depositor, the Servicer, the Securities Administrator, the Master Servicer or
the Trustee; provided that the Securities Administrator shall not be entitled to
any additional compensation for serving as Authenticating Agent.

                                   ARTICLE VI

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

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

         The Depositor, the Master Servicer, the Servicer and the Securities
Administrator shall each be liable in accordance herewith only to the extent of
the obligations specifically and respectively imposed upon and undertaken by
them herein.

         SECTION 6.02. Merger or Consolidation of the Depositor, the Master
Servicer, the Servicer or the Securities Administrator.

         Except as provided in the next paragraph, the Depositor, the Master
Servicer, the Servicer and the Securities Administrator will each keep in full
effect its existence, rights and franchises as a corporation or banking
association under the laws of the United States or under the laws of one of the
States thereof and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its respective duties under this Agreement.

         Any Person into which the Depositor, the Master Servicer, the Servicer
or the Securities Administrator may be merged or consolidated, or any Person
resulting from any merger or consolidation


                                     -101-
<PAGE>


to which the Depositor, the Master Servicer, the Servicer or the Securities
Administrator shall be a party, or any Person succeeding to the business of the
Depositor, the Master Servicer, the Servicer or the Securities Administrator,
shall be the successor of the Depositor, the Master Servicer or Servicer, as the
case may be, hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding (except for the execution of an assumption agreement
where such succession is not effected by operation of law); provided, however,
that the successor or surviving Person to the Servicer shall be qualified to
sell mortgage loans to, and to service mortgage loans on behalf of, Fannie Mae
or Freddie Mac.

         SECTION 6.03. Limitation on Liability of the Depositor, the Securities
Administrator, the Master Servicer, the Servicer and Others.

         None of the Depositor, the Master Servicer, the Servicer, the
Securities Administrator nor any of the directors, officers, employees or agents
of the Depositor, the Master Servicer, the Servicer or the Securities
Administrator shall be under any liability to the Trust Fund or the
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Master Servicer, the Servicer, the Securities Administrator or any such Person
against any breach of representations or warranties made by it herein or protect
the Depositor, the Master Servicer, the Servicer, the Securities Administrator
or any such Person from any liability that would otherwise be imposed by reasons
of willful misfeasance, bad faith or negligence in the performance of duties or
by reason of reckless disregard of obligations and duties hereunder. The
Depositor, the Master Servicer, the Servicer or the Securities Administrator and
any director, officer, employee or agent of the Depositor, the Master Servicer,
the Servicer or the Securities Administrator may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer,
the Servicer, the Securities Administrator and any director, officer, employee
or agent of the Depositor, the Master Servicer, the Servicer or the Securities
Administrator shall be indemnified by the Trust Fund and held harmless against
any loss, liability or expense, incurred in connection with the performance of
their duties under this agreement or incurred in connection with any audit,
controversy or judicial proceeding relating to a governmental taxing authority
or any legal action relating to this Agreement or the Certificates, other than
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder. None of the Depositor,
the Master Servicer, the Servicer nor the Securities Administrator shall be
under any obligation to appear in, prosecute or defend any legal action that is
not incidental to its respective duties hereunder and that in its opinion may
involve it in any expense or liability; provided, however, that any of the
Depositor, the Master Servicer, the Servicer or the Securities Administrator its
discretion undertake any such action that it may deem necessary or desirable in
respect of this Agreement and the rights and duties of the parties hereto and
interests of the Trustee and the Certificateholders hereunder. In such event,
the legal expenses and costs of such action and any liability resulting
therefrom shall be, expenses, costs and liabilities of the Trust Fund, and the
Depositor, the Master Servicer, the Servicer and the Securities Administrator
shall be entitled to be reimbursed therefor out of the Collection Account as
provided by Section 3.08 hereof.

         In addition, the Master Servicer and Securities Administrator shall be
entitled to be reimbursed out of the Certificate Account for all reasonable
out-of-pocket expenses, disbursements and advances incurred or made by the
Master Servicer or Securities Administrator on behalf of the Trust Fund in
accordance with any of the provisions of this Agreement (including, without
limitation: (A) the reasonable compensation and the expenses and disbursements
of its counsel, but only for representation of the Master Servicer or Securities
Administrator acting in its capacity as Master Servicer or Securities
Administrator hereunder and (B) to the extent that the Securities Administrator
must engage persons not regularly in its employ to perform acts or services on
behalf of the Trust Fund, which acts or services are


                                     -102-
<PAGE>


not in the ordinary course of the duties of a trustee, in the absence of a
breach or default by any party hereto, the reasonable compensation, expenses and
disbursements of such persons), except any such compensation, expense,
disbursement or advance that either (i) arises from its negligence, bad faith or
willful misconduct or (ii) does not constitute an "unanticipated expense" within
the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii).

         On each Distribution Date, the Securities Administrator shall be
entitled to the Securities Administrator Fee as compensation for its services
hereunder.

         SECTION 6.04. Limitation on Resignation of Servicer.

         The Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee and the Securities Administrator. No such
resignation shall become effective until the Securities Administrator or a
successor servicer reasonably acceptable to the Securities Administrator is
appointed and has assumed the Servicer's responsibilities, duties, liabilities
and obligations hereunder. Any such resignation shall not relieve the Servicer
of any of the obligations specified in Section 7.01 and 7.02 as obligations that
survive the resignation or termination of the Servicer.

         The Securities Administrator and the Depositor hereby specifically (i)
consent to the pledge and assignment by the Servicer of all the Servicer's
right, title and interest in, to and under this Agreement to the Servicing
Rights Pledgee, for the benefit of certain lenders, and (ii) agree that upon
delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by
the Servicer whereby the Servicer shall resign as Servicer under this Agreement,
the Trustee shall appoint the Servicing Rights Pledgee or its designee as
successor Servicer, provided that at the time of such appointment, the Servicing
Rights Pledgee or such designee meets the requirements of a successor Servicer
as set forth herein and agrees to be subject to the terms of this Agreement. If,
pursuant to any provision hereof, the duties of the Servicer are transferred to
a successor Servicer, the entire amount of the Servicing Fee and other
compensation payable to the Servicer pursuant hereto shall thereafter be payable
to such successor Servicer.

         SECTION 6.05. Errors and Omissions Insurance; Fidelity Bonds.

         The Servicer shall, for so long as it acts as servicer under this
Agreement, obtain and maintain in force (a) a policy or policies of insurance
covering errors and omissions in the performance of its obligations as servicer
hereunder, and (b) a fidelity bond in respect of its officers, employees and
agents. Each such policy or policies and bond shall, together, comply with the
requirements from time to time of Fannie Mae or Freddie Mac for Persons
performing servicing for mortgage loans purchased by Fannie Mae or Freddie Mac.
The Servicer shall provide the Trustee, upon request, with copies of such
policies and fidelity bond or a certification from the insurance provider
evidencing such policies and fidelity bond. In the event that any such policy or
bond ceases to be in effect, the Servicer shall use its reasonable best efforts
to obtain a comparable replacement policy or bond from an insurer or issuer
meeting the requirements set forth above as of the date of such replacement. Any
such policy or fidelity bond shall by its terms not be cancelable without thirty
days' prior written notice to the Trustee.

         SECTION 6.06. Limitation on Resignation of the Master Servicer.

         Prior to the Final Servicing Transfer Date, the Master Servicer shall
not resign from the obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible under
applicable law. Any such determination pursuant to the preceding sentence
permitting the resignation of the Master Servicer shall be evidenced by an
Opinion of Counsel to such


                                     -103-
<PAGE>


effect obtained at the expense of the Master Servicer and delivered to the
Trustee and the Rating Agencies. No resignation of the Master Servicer shall
become effective until the Trustee or another successor Master Servicer shall
have assumed the Master Servicer's responsibilities, duties, liabilities (other
than those liabilities arising prior to the appointment of such successor) and
obligations under this Agreement.

         SECTION 6.07. Assignment of Master Servicing.

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

         SECTION 6.08. Limitation Upon Liability of the Credit Risk Manager.

         Neither the Credit Risk Manager, nor any of its directors, officers,
employees, or agents shall be under any liability to the Trust Fund or the
Certificateholders, for any action taken or for refraining from the taking of
any action made in good faith pursuant to this Agreement or the Credit Risk
Management Agreement, in reliance upon information provided by the Servicer
under the Credit Risk Management Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Credit Risk Manager or any
such person against liability that would otherwise be imposed by reason of
willful malfeasance, gross negligence or bad faith in its performance of its
duties or by reason of reckless disregard for its obligations and duties under
this Agreement or the applicable Credit Risk Management Agreement. The Credit
Risk Manager and any director, officer, employee, or agent of the Credit Risk
Manager may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters arising hereunder,
and may rely in good faith upon the accuracy of information furnished by the
Servicer pursuant to the Credit Risk Management Agreement in the performance of
its duties thereunder and hereunder.

                                  ARTICLE VII

                        DEFAULT; TERMINATION OF SERVICER

         SECTION 7.01. Events of Default.

         "Event of Default," wherever used herein, means any one of the
following events:


                                     -104-
<PAGE>

                           (i) any failure by the Servicer to make any Advance,
to deposit in the Collection Account or the Certificate Account or remit to the
Securities Administrator any payment (excluding a payment required to be made
under Section 4.01 hereof) required to be made under the terms of this
Agreement, which failure shall continue unremedied for three calendar days and,
with respect to a payment required to be made under Section 4.01 hereof, for one
calendar day, after the date on which written notice of such failure shall have
been given to the Servicer by the Securities Administrator or the Depositor, or
to the Securities Administrator and the Servicer by the Holders of Certificates
evidencing not less than 25% of the Voting Rights evidenced by the Certificates;
or

                           (ii) any failure by the Servicer to observe or
perform in any material respect any other of the covenants or agreements on the
part of the Servicer contained in this Agreement or any representation or
warranty shall prove to be untrue, which failure or breach shall continue
unremedied for a period of 60 days after the date on which written notice of
such failure shall have been given to the Servicer by the Securities
Administrator or the Depositor, or to the Securities Administrator by the
Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates; or

                           (iii) a decree or order of a court or agency or
supervisory authority having jurisdiction for the appointment of a receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of 60
consecutive days; or

                           (iv) consent by the Servicer to the appointment of a
receiver or liquidator in any insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings of or relating to the Servicer or
all or substantially all of the property of the Servicer; or

                           (v) admission by a Servicer in writing of its
inability to pay its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations.

         If an Event of Default shall occur with respect to the Servicer, then,
and in each and every such case, so long as such Event of Default shall not have
been remedied within the applicable grace period, or solely with respect to
clause (i) above by 5:00 p.m. on the Servicer Remittance Date, the Securities
Administrator may, or at the direction of the Holders of Certificates evidencing
not less than 25% of the Voting Rights evidenced by the Certificates, shall, by
notice in writing to the Servicer (with a copy to each Rating Agency), terminate
all of the rights and obligations of the Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. On or after the receipt by the Servicer of such
written notice, all authority and power of the Servicer hereunder, whether with
respect to the Mortgage Loans or otherwise, shall pass to and be vested in the
Securities Administrator. To the extent the Event of Default resulted from the
failure of the Servicer to make a required Advance, the Securities Administrator
shall thereupon make any Advance described in Section 4.01 hereof subject to
Section 3.04 hereof. The Securities Administrator is hereby authorized and
empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. Unless expressly provided in such written notice, no such termination
shall affect any obligation of the Servicer to pay amounts owed pursuant to
Article VIII. The Servicer agrees to cooperate with the Securities Administrator
in effecting the termination of the Servicer's responsibilities and rights


                                     -105-
<PAGE>

hereunder, including, without limitation, the transfer to the Securities
Administrator of all cash amounts which shall at the time be credited to the
Collection Account, or thereafter be received with respect to the Mortgage
Loans. The Servicer and the Securities Administrator shall promptly notify the
Rating Agencies of the occurrence of an Event of Default or an event that, with
notice, passage of time, other action or any combination of the foregoing would
be an Event of Default, such notice to be provided in any event within two
Business Days of such occurrence.

         Notwithstanding any termination of the activities of the Servicer
hereunder, the Servicer shall be entitled to receive, out of any late collection
of a Scheduled Payment on a Mortgage Loan that was due prior to the notice
terminating the Servicer's rights and obligations as Servicer hereunder and
received after such notice, that portion thereof to which the Servicer would
have been entitled pursuant to Sections 3.08(a)(i) through (viii), and any other
amounts payable to the Servicer hereunder the entitlement to which arose prior
to the termination of its activities hereunder. Notwithstanding anything herein
to the contrary, upon termination of the Servicer hereunder, any liabilities of
the Servicer which accrued prior to such termination shall survive such
termination.

         SECTION 7.02. Securities Administrator to Act; Appointment of
Successor.

         On and after the time the Servicer receives a notice of termination
pursuant to Section 7.01 hereof, the Securities Administrator shall, to the
extent provided in Section 3.04, be the successor to the Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof and applicable law including the obligation to make advances pursuant to
Section 4.01. As compensation therefor, subject to the last paragraph of Section
7.01, the Securities Administrator shall be entitled to all fees, compensation
and reimbursement for costs and expenses that the Servicer would have been
entitled to hereunder if the Servicer had continued to act hereunder.
Notwithstanding the foregoing, if the Securities Administrator has become the
successor to the Servicer in accordance with Section 7.01 hereof, the Securities
Administrator may, if it shall be unwilling to so act, or shall, if it is
prohibited by applicable law from making Advances pursuant to Section 4.01
hereof or if it is otherwise unable to so act, appoint, or petition a court of
competent jurisdiction to appoint, any established mortgage loan servicing
institution the appointment of which successor shall not adversely affect the
then current rating of the Certificates by each Rating Agency as the successor
to the Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer hereunder. Any successor
Servicer shall be an institution that is a Fannie Mae and Freddie Mac approved
seller/servicer in good standing, that has a net worth of at least $15,000,000,
and that is willing to service the Mortgage Loans and executes and delivers to
the Depositor and the Trustee an agreement accepting such delegation and
assignment, that contains an assumption by such Person of the rights, powers,
duties, responsibilities, obligations and liabilities of the Servicer (other
than liabilities of the Servicer under Section 6.03 hereof incurred prior to
termination of the Servicer under Section 7.01), with like effect as if
originally named as a party to this Agreement; and provided further that each
Rating Agency acknowledges that its rating of the Certificates in effect
immediately prior to such assignment and delegation will not be qualified or
reduced as a result of such assignment and delegation. No appointment of a
successor to the Servicer hereunder shall be effective until the Securities
Administrator shall have consented thereto and written notice of such proposed
appointment shall have been provided by the Securities Administrator to each
Certificateholder. The Securities Administrator shall not resign as servicer
until a successor servicer has been appointed and has accepted such appointment.
Pending appointment of a successor to the Servicer hereunder, the Securities
Administrator, unless the Securities Administrator is prohibited by law from so
acting, shall, subject to Section 3.04 hereof, act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Securities Administrator may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation shall


                                     -106-
<PAGE>


be in excess of that permitted the Servicer hereunder. The Securities
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. Neither the
Securities Administrator nor any other successor servicer shall be deemed to be
in default hereunder by reason of any failure to make, or any delay in making,
any distribution hereunder or any portion thereof or any failure to perform, or
any delay in performing, any duties or responsibilities hereunder, in either
case caused by the failure of the Servicer to deliver or provide, or any delay
in delivering or providing, any cash, information, documents or records to it.

         Any successor to the Servicer as servicer shall give notice to the
Mortgagors of such change of servicer and shall, during the term of its service
as servicer maintain in force the policy or policies that the Servicer is
required to maintain pursuant to Section 6.05.

         In the event of an Event of Default, notwithstanding anything to the
contrary above, the Securities Administrator and the Depositor hereby agree that
upon delivery to the Securities Administrator by the Servicing Rights Pledgee of
a letter signed by the Servicer within ten Business Days of when notification of
such event shall have been provided to the Securities Administrator, whereunder
the Servicer shall resign as Servicer under this Agreement, the Servicing Rights
Pledgee or its designee shall be appointed as successor Servicer (provided that
at the time of such appointment the Servicing Rights Pledgee or such designee
meets the requirements of a successor Servicer set forth above) and the
Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

         SECTION 7.03. Notification to Certificateholders.

                  (a) Upon any termination of or appointment of a successor to
the Servicer, the Securities Administrator shall give prompt written notice
thereof to Certificateholders, the Trustee and to each Rating Agency.

                  (b) Within 60 days after the occurrence of any Event of
Default, the Securities Administrator shall transmit by mail to all
Certificateholders and the Trustee notice of each such Event of Default
hereunder known to the Securities Administrator, unless such Event of Default
shall have been cured or waived.

                                  ARTICLE VIII

             CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

         SECTION 8.01. Duties of Trustee and the Securities Administrator.

         The Trustee and the Securities Administrator, prior to the occurrence
of an Event of Default and after the curing of all Events of Default that may
have occurred, each shall undertake to perform such duties and only such duties
as are specifically set forth in this Agreement. In case an Event of Default has
occurred and remains uncured, the Trustee shall exercise such of the rights and
powers vested in it by this Agreement and use the same degree of care and skill
in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs. In case an Event of
Default or other default by the Servicer or the Depositor hereunder shall occur
and be continuing, the Trustee, shall, at the written direction of the majority
of the Certificateholders, or may, proceed to protect and enforce its rights and
the rights of the Certificateholders under this Agreement by a suit, action or
proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this agreement or in aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy, as the Trustee, being advised by


                                     -107-
<PAGE>


counsel, and subject to the foregoing, shall deem most effectual to protect and
enforce any of the rights of the Trustee and the Certificateholders.

         Each of the Trustee and the Securities Administrator, upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee that are specifically required to
be furnished pursuant to any provision of this Agreement shall examine them to
determine whether they conform on their face to the requirements of this
Agreement. If any such instrument is found not to conform on its face to the
requirements of this Agreement in a material manner, the Trustee or the
Securities Administrator, as the case may be, shall notify the person providing
such Agreement of such non-conformance, and if the instrument is not corrected
to the its satisfaction, the Securities Administrator will provide notice to the
Trustee thereof and the Trustee will provide notice thereof to the
Certificateholders and take such further action as directed by the
Certificateholders.

         No provision of this Agreement shall be construed to relieve the
Trustee or the Securities Administrator from liability for its own negligent
action, its own negligent failure to act or its own misconduct, its negligent
failure to perform its obligations in compliance with this Agreement, or any
liability that would be imposed by reason of its willful misfeasance or bad
faith; provided, however, that:

                           (i) prior to the occurrence of an Event of Default,
and after the curing of all such Events of Default that may have occurred, the
duties and obligations of the Trustee or the Securities Administrator shall be
determined solely by the express provisions of this Agreement, neither the
Trustee nor the Securities Administrator shall be liable, except for the
performance of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this Agreement
against the Trustee or the Securities Administrator and, the Trustee and the
Securities Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee or the Securities
Administrator and conforming to the requirements of this Agreement that it
reasonably believed in good faith to be genuine and to have been duly executed
by the proper authorities respecting any matters arising hereunder;

                           (ii) neither the Trustee nor the Securities
Administrator shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Securities
Administrator, respectively, unless the Trustee or the Securities Administrator
was negligent or acted in bad faith or with willful misfeasance;

                           (iii) neither the Trustee nor the Securities
Administrator shall be liable, individually or as Trustee, with respect to any
action taken, suffered or omitted to be taken by it in good faith in accordance
with the direction of the Holders in accordance with this Agreement relating to
the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the Trustee
under this Agreement; and


         SECTION 8.02. Certain Matters Affecting the Trustee.

                  (a) Except as otherwise provided in Section 8.01:

                           (i) the Trustee and the Securities Administrator may
request and conclusively rely upon and shall be fully protected in acting or
refraining from acting upon any resolution, Officer's Certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;


                                     -108-
<PAGE>

                           (ii) the Trustee and the Securities Administrator may
consult with counsel of its choice and any advice or Opinion of counsel shall be
full and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance with such
Opinion of counsel;

                           (iii) neither the Trustee nor the Securities
Administrator shall be liable for any action taken, suffered or omitted by it in
good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;

                           (iv) prior to the occurrence of an Event of Default
hereunder and after the curing of all Events of Default that may have occurred,
neither the Trustee nor the Securities Administrator shall be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing so to do
by the Holders of each Class of Certificates evidencing not less than 25% of the
Voting Rights of such Class;

                           (v) the Trustee and the Securities Administrator may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, custodians, accountants or attorneys or
independent contractors and the Trustee and the Securities Administrator will
not be responsible for any misconduct or negligence on the part of any agent,
custodian, accountant, attorney or independent contractor appointed with due
care by it hereunder;

                           (vi) the Trustee shall not be required to expend its
own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such liability is not
assured to it;

                           (vii) the Trustee shall not be liable, individually
or as Trustee, for any loss on any investment of funds pursuant to this
Agreement (other than as issuer of the investment security);

                           (viii) the Trustee shall not be deemed to have
knowledge of an Event of Default until a Responsible Officer of the Trustee
shall have received written notice thereof;

                           (ix) the Trustee shall be under no obligation to
exercise any of the trusts or powers vested in it by this Agreement or to make
any investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Trustee
security or indemnity satisfactory to it against the costs, expenses and
liabilities that may be incurred therein or thereby; and

                           (x) if requested by the Servicer, the Trustee may
appoint the Servicer as the trustee's attorney-in-fact in order to carry out and
perform certain activities that are necessary or appropriate for the servicing
and administration of the Mortgage Loans pursuant to this Agreement. Such
appointment shall be evidenced by a power of attorney in such form as may be
agreed to by the Trustee and the Servicer. The Trustee shall have no liability
for any action or inaction of the Servicer in connection with such power of
attorney and the Trustee shall be indemnified by the Servicer for all
liabilities, costs and expenses incurred by the Trustee in connection with the
Servicer's use or misuse of such powers of attorney; and

                  (b) All rights of action under this Agreement or under any of
the Certificates, enforceable by the Trustee, may be enforced by the Trustee
without the possession of any of the Certificates, or the production thereof at
the trial or other proceeding relating thereto, and any such suit,

                                     -109-
<PAGE>


action or proceeding instituted by the Trustee shall be brought in its name for
the benefit of all the Holders of the Certificates, subject to the provisions of
this Agreement. The Trustee shall have no duty (A) to see to any recording,
filing, or depositing of this Agreement or any agreement referred to herein or
any financing statement or continuation statement evidencing a security
interest, or to see to the maintenance of any such rerecording, refiling or
redepositing of any thereof, (B) to see to any insurance or (C) to see to the
payment or discharge of any tax, assessment, or other governmental charge or any
lien or encumbrance of any kind owning with respect to, assessed or levied
against, any part of the Trust Fund.

         SECTION 8.03. Trustee and the Securities Administrator Not Liable for
Certificates or Mortgage Loans.

         The recitals contained herein shall be taken as the statements of the
Depositor, the Master Servicer or the Servicer, as the case may be, and the
Trustee and the Securities Administrator assume no responsibility for their
correctness. Neither the Trustee nor the Securities Administrator makes any
representations as to the validity or sufficiency of this Agreement, of any
Mortgage Loan, or any related document other than with respect to the execution
and authentication of the Certificates, if it so executed or authorized the
Certificates. The Trustee shall not be accountable for the use or application by
the Depositor, the Securities Administrator, the Master Servicer or the Servicer
of any funds paid to the Depositor, the Securities Administrator, the Master
Servicer or the Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account or the Certificate Account by the
Depositor, the Securities Administrator, the Master Servicer or the Servicer.

         SECTION 8.04. Trustee and the Securities Administrator May Own
Certificates.

         The Trustee and the Securities Administrator in their individual or any
other capacity may become the owner or pledgee of Certificates with the same
rights as they would have if they were not the Trustee or the Securities
Administrator.

         SECTION 8.05. Trustee's Fees and Expenses.

         The Securities Administrator covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, such compensation as
shall be agreed to in writing by the Securities Administrator and the Trustee
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by it
in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee.

         SECTION 8.06. Indemnification and Expenses of Trustee.

                  (a) The Trustee and its respective directors, officers,
employees and agents shall be entitled to indemnification from the Trust Fund
for any loss, liability or expense incurred in connection with any audit,
controversy or judicial proceeding relating to a governmental authority or any
legal proceeding incurred without negligence or willful misconduct on their
part, arising out of, or in connection with, (x) the acceptance or
administration of the trusts created hereunder (y) the performance of their
duties hereunder, and the costs and expenses of defending themselves against any
claim in connection with the exercise or performance of any of their powers or
duties hereunder, provided that:

                           (i) with respect to any such claim, the Trustee shall
have given the Depositor and the Securities Administrator written notice thereof
promptly after the Trustee shall have knowledge thereof; provided that failure
to so notify shall not relieve the Trust Fund of the obligation to indemnify the
Trustee;


                                     -110-
<PAGE>


                           (ii) while maintaining control over its own defense,
the Trustee shall reasonably cooperate and consult with the Depositor in
preparing such defense;

                           (iii) notwithstanding anything to the contrary in
this Section 8.06, the Trust Fund shall not be liable for settlement of any such
claim by the Trustee entered into without the prior consent of the Depositor,
which consent shall not be unreasonably withheld or delayed.

         The provisions of this Section 8.06 shall survive any termination of
this Agreement and the resignation or removal of the Trustee and shall be
construed to include, but not be limited to any loss, liability or expense under
any environmental law.

                  (b) The Trustee shall be entitled to all reasonable expenses,
disbursements and advancements incurred or made by the Trustee in accordance
with this Agreement (including fees and expenses of its counsel and all persons
not regularly in its employment), except any such expenses, disbursements and
advancements that either (i) arise from its negligence, bad faith or willful
misconduct or (ii) do not constitute "unanticipated expenses" within the meaning
of Treasury Regulations Section 1.860G-1(b)(3)(ii).

         SECTION 8.07. Eligibility Requirements for Trustee.

         The Trustee hereunder shall, at all times, be a corporation or
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust powers
having a combined capital and surplus of at least $50,000,000, subject to
supervision or examination by federal or state authority and with a credit
rating that would not cause any of the Rating Agencies to reduce their
respective ratings of any Class of Certificates below the ratings issued on the
Closing Date (or having provided such security from time to time as is
sufficient to avoid such reduction). If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.07 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.07, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.08 hereof. The corporation or
national banking association serving as Trustee may have normal banking and
trust relationships with the Depositor, the Securities Administrator and their
respective Affiliates; provided, however, that such corporation cannot be an
Affiliate of the Servicer.

         SECTION 8.08. Resignation and Removal of Trustee.

         The Trustee may at any time resign and be discharged from the trusts
hereby created by (1) giving written notice of resignation to the Depositor and
the Securities Administrator by mailing notice of resignation by first class
mail, postage prepaid, to the Certificateholders at their addresses appearing on
the Certificate Register and each Rating Agency, not less than 60 days before
the date specified in such notice when, subject to Section 8.09, such
resignation is to take effect, and (2) acceptance of appointment by a successor
trustee in accordance with Section 8.09 and meeting the qualifications set forth
in Section 8.07. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice or
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.


                                     -111-
<PAGE>

         If at any time (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.07 hereof and shall fail to resign after
written request thereto by the Depositor or (ii) the Trustee shall become
incapable of acting, or shall be adjudged as bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee and shall promptly appoint a successor trustee
by written instrument, in triplicate, one copy of which instrument shall be
delivered to the Trustee, one copy of which shall be delivered to the Securities
Administrator and one copy of which shall be delivered to the successor trustee.

         The Holders evidencing at least 51% of the Voting Rights of all Classes
of Certificates may at any time remove the Trustee and the Depositor shall
appoint a successor trustee by written instrument or instruments, in triplicate,
signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered by the successor Trustee to the
Securities Administrator, one complete set to the Trustee so removed and one
complete set to the successor so appointed. Notice of any removal of the Trustee
shall be given to each Rating Agency by the Successor Trustee.

         Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.08 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.09 hereof.

         SECTION 8.09. Successor Trustee.

         Any successor trustee appointed as provided in Section 8.08 hereof
shall execute, acknowledge and deliver to the Depositor and to its predecessor
trustee and the Securities Administrator an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein.

         No successor trustee shall accept appointment as provided in this
Section 8.09 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.07 hereof and its appointment
shall not adversely affect the then current rating of the Certificates.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 8.09, the Depositor shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates. If the Depositor fails to mail
such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Depositor.

         SECTION 8.10. Merger or Consolidation of Trustee.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be eligible under the provisions of Section
8.07 hereof without the execution or filing of any paper or further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding (except for the execution of an assumption agreement where such
succession is not effected by operation of law).


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<PAGE>


         SECTION 8.11. Appointment of Co-Trustee or Separate Trustee.

         Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, the Securities Administrator and the Trustee acting jointly
shall have the power and shall execute and deliver all instruments to appoint
one or more Persons approved by the Trustee to act as co-trustee or co-trustees
jointly with the Trustee, or separate trustee or separate trustees, of all or
any part of the Trust Fund, and to vest in such Person or Persons, in such
capacity and for the benefit of the Certificateholders, such title to the Trust
Fund or any part thereof, whichever is applicable, and, subject to the other
provisions of this Section 8.11, such powers, duties, obligations, rights and
trusts as the Securities Administrator and the Trustee may consider necessary or
desirable. Any such co-trustee or separate trustee shall be compensated by the
Trust Fund and subject to the written approval of the Securities Administrator.
The Trustee shall not be liable for the actions of any co-trustee appointed with
due care; provided that the appointment of a co-trustee shall not relieve the
Trustee of its obligations hereunder. If the Securities Administrator shall not
have joined in such appointment within 15 days after the receipt by it of a
request to do so, or in the case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.07 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 8.09.

         Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

                           (i) All rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act), except to
the extent that under any law of any jurisdiction in which any particular act or
acts are to be performed (whether as Trustee hereunder or as successor to the
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in any
such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Trustee;

                           (ii) No trustee hereunder shall be held personally
liable by reason of any act or omission of any other trustee hereunder; and

                           (iii) The Trustee may at any time accept the
resignation of or remove any separate trustee or co-trustee.

         Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Securities Administrator and the Depositor.


                                     -113-
<PAGE>


         Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

         SECTION 8.12. Tax Matters.

                  (a) It is intended that each of the REMICs provided for herein
REMIC shall constitute, and that the affairs of the Trust Fund shall be
conducted so as to allow each such REMIC to qualify as, a "real estate mortgage
investment conduit" as defined in and in accordance with the REMIC Provisions.
It is also intended that each of the grantor trusts provided for in Section 2.07
hereof shall constitute, and that the affairs of the Trust Fund shall be
conducted so as to allow each such grantor trust to qualify as, a grantor trust
under the provisions of Subpart E, Part I of Subchapter J of the Code. In
furtherance of such intention, the Securities Administrator covenants and agrees
that it shall act as agent (and the Securities Administrator is hereby appointed
to act as agent) on behalf of each of the REMICs and grantor trusts provided for
herein and that in such capacity it shall: (a) prepare and file, or cause to be
prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment
Conduit Income Tax Return (Form 1066 or any successor form adopted by the
Internal Revenue Service) and prepare and file or cause to be prepared and filed
with the Internal Revenue Service and applicable state or local tax authorities
income tax or information returns for each taxable year with respect to each of
the REMICs and grantor trusts provided for herein, containing such information
and at the times and in the manner as may be required by the Code or state or
local tax laws, regulations, or rules, and furnish or cause to be furnished to
Certificateholders the schedules, statements or information at such times and in
such manner as may be required thereby; (b) within thirty days of the Closing
Date, furnish or cause to be furnished to the Internal Revenue Service, on Forms
8811 or SS-4 or as otherwise may be required by the Code, the name, title,
address, and telephone number of the person that the holders of the Certificates
may contact for tax information relating thereto, together with such additional
information as may be required by such Form, and update such information at the
time or times in the manner required by the Code for each of the REMICs provided
for herein; (c) make or cause to be made elections, on behalf of each of the
REMICs provided for herein to be treated as a REMIC on the federal tax return of
such REMICs for their first taxable years (and, if necessary, under applicable
state law); (d) prepare and forward, or cause to be prepared and forwarded, to
the Certificateholders and to the Internal Revenue Service and, if necessary,
state tax authorities, all information returns and reports as and when required
to be provided to them in accordance with the REMIC Provisions or other
applicable tax law or with respect to the grantor trusts provided for herein,
including without limitation, the calculation of any original issue discount
using the Prepayment Assumption; (e) provide information necessary for the
computation of tax imposed on the transfer of a Class R Certificate to a Person
that is not a Permitted Transferee, or an agent (including a broker, nominee or
other middleman) of a Person that is not a Permitted Transferee, or a
pass-through entity in which a Person that is not a Permitted Transferee is the
record holder of an interest (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for such tax); (f) to the
extent that they are under its control conduct the affairs of each of the REMICs
and grantor trusts provided for herein at all times that any Certificates are
outstanding so as to maintain the status of each of the REMICs provided for
herein as a REMIC under the REMIC Provisions and the status of each of the
grantor trusts provided for herein as a grantor trust under Subpart E, Part I of
subchapter J of the Code; (g) not knowingly or intentionally take any action or
omit to take any action that would cause the termination of the REMIC status of
any of the REMICs provided for herein or result in the imposition of tax upon
any such REMIC; (h) not knowingly or intentionally take any action or omit to
take any action that would cause the termination of the grantor trust status
under Subpart E, Part I of Subchapter J of the Code of any of the grantor trusts
provided to herein or result in the imposition of tax


                                     -114-
<PAGE>


upon any such grantor trusts; (i) pay, from the sources specified in the last
paragraph of this Section 8.12, the amount of any federal, state and local
taxes, including prohibited transaction taxes as described below, imposed on
each of the REMICs or grantor trusts provided for herein prior to the
termination of the Trust Fund when and as the same shall be due and payable (but
such obligation shall not prevent the Trustee or any other appropriate Person
from contesting any such tax in appropriate proceedings and shall not prevent
the Securities Administrator from withholding payment of such tax, if permitted
by law, pending the outcome of such proceedings); (j) sign or cause to be signed
by the required person federal, state or local income tax or information
returns; (k) maintain records relating to each of the REMICs and grantor trusts
provided for herein, including but not limited to the income, expenses, assets
and liabilities of each of the REMICs and grantor trusts provided for herein,
and the fair market value and adjusted basis of the Trust Fund property
determined at such intervals as may be required by the Code, as may be necessary
to prepare the foregoing returns, schedules, statements or information, in each
instance, to the extent provided by the Servicer; and (l) as and when necessary
and appropriate, represent each of the REMICs and grantor trusts provided for
herein in any administrative or judicial proceedings relating to an examination
or audit by any governmental taxing authority, request an administrative
adjustment as to any taxable year of any of the REMICs provided for herein,
enter into settlement agreements with any governmental taxing agency, extend any
statute of limitations relating to any tax item of any of the REMICs provided
for herein, and otherwise act on behalf of each of the REMICs and grantor trusts
provided for herein in relation to any tax matter involving any of such REMICs
or any controversy involving the Trust Fund.

         In order to enable the Securities Administrator to perform its duties
as set forth herein, the Depositor shall provide, or cause to be provided, to
the Securities Administrator within 10 days after the Closing Date all
information or data that the Securities Administrator requests in writing and
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of the Certificates and the Mortgage Loans.
Thereafter, the Depositor shall provide to the Securities Administrator promptly
upon written request therefor, any such additional information or data that the
Securities Administrator may, from time to time, request in order to enable the
Securities Administrator to perform its duties as set forth herein. The
Depositor hereby agrees to indemnify the Securities Administrator for any
losses, liabilities, damages, claims or expenses of the Securities Administrator
arising from any errors or miscalculations of the Securities Administrator that
result from any failure of the Depositor to provide, or to cause to be provided,
accurate information or data to the Securities Administrator on a timely basis.

         In the event that any tax is imposed on "prohibited transactions" of
any of the REMICs provided for herein as defined in Section 860F(a)(2) of the
Code, on the "net income from foreclosure property" of the any of such REMICs as
defined in Section 860G(c) of the Code, on any contribution to the Trust Fund
after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax
is imposed including any minimum tax imposed on any REMIC created hereunder
pursuant to sections 23153 and 24874 of the California Revenue and Taxation
Code, if not paid as otherwise provided for herein, such tax shall be paid by
(i) the Securities Administrator, if any such other tax arises out of or results
from a breach by the Securities Administrator of any of its obligations under
this Agreement or as a result of the location of the Securities Administrator,
(ii) any party hereto (other than the Securities Administrator) to the extent
any such other tax arises out of or results from a breach by such other party of
any of its obligations under this Agreement or (iii) in all other cases, or in
the event that any liable party here fails to honor its obligations under the
preceding clauses (i) or (ii), any such tax will be paid first with amounts
otherwise to be distributed to the Class R Certificateholders (pro rata)
pursuant to Section 4.04, and second with amounts otherwise to be distributed to
all other Certificateholders in the following order of priority: first, to the
Class X Certificates (pro rata), second to the Class B-3 Certificates (pro
rata), third to the Class B-2 Certificates (pro rata), fourth to the Class B-1
Certificates (pro rata), fifth, to the Class M-2 Certificates (pro rata), sixth,
to the Class M-1 Certificates (pro rata) and seventh to the Class A-1
Certificates and


                                     -115-
<PAGE>


Class R Certificate (pro rata). Notwithstanding anything to the contrary
contained herein, to the extent that such tax is payable by the Class R
Certificate, the Securities Administrator is hereby authorized pursuant to such
instruction to retain on any Distribution Date, from the Holders of the Class R
Certificate (and, if necessary, from the Holders of all other Certificates in
the priority specified in the preceding sentence), funds otherwise distributable
to such Holders in an amount sufficient to pay such tax. The Securities
Administrator agrees to promptly notify in writing the party liable for any such
tax of the amount thereof and the due date for the payment thereof.

                  (b) Each of the Depositor, the Securities Administrator and
the Trustee agrees not to knowingly or intentionally take any action or omit to
take any action that would (i) cause the termination of the REMIC status of any
of the REMICs provided for herein or result in the imposition of a tax upon any
of the REMICs provided for herein or (ii) cause the termination of the grantor
trust status of any of the grantor trusts provided for herein or result in the
imposition of a tax upon any of the grantor trusts provided for herein.

                                   ARTICLE IX

                                   TERMINATION

         SECTION 9.01. Termination upon Liquidation or Repurchase of all
Mortgage Loans.

         Subject to Section 9.03, the obligations and responsibilities of the
Depositor, the Master Servicer, the Servicer, the Securities Administrator and
the Trustee created hereby with respect to the Trust Fund shall terminate upon
the earlier of (a) the exercise by the Servicer of an Optional Termination; and
(b) the later of (i) the maturity or other liquidation (or any Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the
disposition of all REO Property and (ii) the distribution to Certificateholders
of all amounts required to be distributed to them pursuant to this Agreement, as
applicable. In no event shall the trusts created hereby continue beyond the
earlier of (i) the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the Court of St. James's, living on the date hereof and (ii) the Latest
Possible Maturity Date.

         Any termination pursuant to clause (a) above shall be effected by the
Servicer purchasing all Mortgage Loans and REO Properties at a price equal to
the amount described in clause (i) of the definition of Optional Termination
Price. Notwithstanding anything to the contrary herein, the Optional Termination
Amount paid by the Servicer shall be deposited by the Securities Administrator
directly into the Certificate Account immediately upon Optional Termination.

         The right of the Servicer to effect an Optional Termination pursuant to
clause (a) above shall be conditioned upon the aggregate Stated Principal
Balance of the Mortgage Loans, at the time of any such repurchase, aggregating
ten (10) percent or less of the Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date; provided, however, that no Optional Termination shall be
permitted to occur prior to the Distribution Date in May 2006.

         SECTION 9.02. Final Distribution on the Certificates.

         If on any Determination Date, (i) the Securities Administrator
determines that there are no Outstanding Mortgage Loans and no other funds or
assets in the Trust Fund other than the funds in the Collection Account, the
Securities Administrator shall send a final distribution notice promptly to each
Certificateholder or (ii) the Securities Administrator determines that a Class
of Certificates shall be retired after a final distribution on such Class, the
Securities Administrator shall notify the Certificateholders


                                     -116-
<PAGE>


within seven (7) Business Days after such Determination Date that the final
distribution in retirement of such Class of Certificates is scheduled to be made
on the immediately following Distribution Date. Any final distribution made
pursuant to the immediately preceding sentence will be made only upon
presentation and surrender of the Certificates at the office of the Securities
Administrator specified in such notice. If the Servicer elects to terminate the
Trust Fund pursuant to clause (a) of Section 9.01, at least 10 days prior to the
date notice is to be mailed to the affected Certificateholders, the Securities
Administrator shall notify the Depositor and the Trustee of the date such
electing party intends to terminate the Trust Fund and of the applicable
repurchase price of the Mortgage Loans and REO Properties.

         Notice of any termination of the Trust Fund, specifying the
Distribution Date on which Certificateholders may surrender their Certificates
for payment of the final distribution and cancellation, shall be given promptly
by the Securities Administrator by letter to Certificateholders mailed not
earlier than the 10th day and no later than the 15th day of the month
immediately preceding the month of such final distribution. Any such notice
shall specify (a) the Distribution Date upon which final distribution on the
Certificates will be made upon presentation and surrender of Certificates at the
office therein designated, (b) the location of the office or agency at which
such presentation and surrender must be made, and (c) that the Record Date
otherwise applicable to such Distribution Date is not applicable, distributions
being made only upon presentation and surrender of the Certificates at the
office therein specified. The Securities Administrator will give such notice to
each Rating Agency at the time such notice is given to Certificateholders.

         In the event such notice is given, the Securities Administrator shall
cause all funds in the Collection Account to be deposited in the Certificate
Account on the Business Day prior to the applicable Distribution Date in an
amount equal to the final distribution in respect of the Certificates. Upon such
final deposit with respect to the Trust Fund, certification to the Trustee that
such required amount has been deposited in the Trust Fund and the receipt by the
Trustee of a Request for Release therefor, the Trustee shall promptly release to
the Mortgage Files for the Mortgage Loans.

         Upon presentation and surrender of the Certificates, the Securities
Administrator shall cause to be distributed to Certificateholders of each Class
the amounts allocable to such Certificates held in the Certificate Account in
the order and priority set forth in Section 4.04 hereof on the final
Distribution Date and in proportion to their respective Percentage Interests.

         In the event that any affected Certificateholders shall not surrender
Certificates for cancellation within six months after the date specified in the
above mentioned written notice, the Securities Administrator shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Securities
Administrator may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets that remain a part of the Trust Fund. If within one year
after the second notice all Certificates shall not have been surrendered for
cancellation, the Class R Certificateholders shall be entitled to all unclaimed
funds and other assets of the Trust Fund that remain subject hereto. Upon
payment to the Class R Certificateholders of such funds and assets, neither the
Securities Administrator nor the Trustee shall have any further duties or
obligations with respect thereto.

         SECTION 9.03. Additional Termination Requirements.

                  (a) In the event the Servicer exercises its option to effect
an Optional Termination as provided in Section 9.01, the Trust Fund shall be
terminated in accordance with the following additional


                                     -117-
<PAGE>


requirements, unless the Trustee has been supplied with an Opinion of Counsel,
at the expense of the Servicer to the effect that the failure of the Trust Fund
to comply with the requirements of this Section 9.03 will not (i) result in the
imposition of taxes on "prohibited transactions" of any of the REMICs provided
for herein as defined in section 860F of the Code, or (ii) cause any of the
REMICs provided for herein to fail to qualify as a REMIC at any time that any
Certificates are outstanding:

                           (i) The Depositor shall establish a 90-day
liquidation period and notify the Trustee and the Securities Administrator
thereof, which shall in turn specify the first day of such period in a statement
attached to the final tax returns of each of the REMICs provided for herein
pursuant to Treasury Regulation Section 1.860F-1. The Depositor shall satisfy
all the requirements of a qualified liquidation under Section 860F of the Code
and any regulations thereunder, as evidenced by an Opinion of Counsel obtained
at the expense of the Servicer;

                           (ii) During such 90-day liquidation period, and at or
prior to the time of making the final payment on the Certificates, the Depositor
as agent of the Trustee shall sell all of the assets of the Trust Fund for cash;
and

                           (iii) At the time of the making of the final payment
on the Certificates, the Securities Administrator shall distribute or credit, or
cause to be distributed or credited, to the Class R Certificateholders all cash
on hand (other than cash retained to meet outstanding claims), and the Trust
Fund shall terminate at that time, whereupon neither the Securities
Administrator nor the Trustee shall have any further duties or obligations with
respect to sums distributed or credited to the Class R Certificateholders.

                  (b) By their acceptance of the Certificates, the Holders
thereof hereby authorize the Depositor to specify the 90-day liquidation period
for the Trust Fund, which authorization shall be binding upon all successor
Certificateholders.

                  (c) The Trustee as agent for each REMIC hereby agrees to adopt
and sign such a plan of complete liquidation prepared and delivered to it by
Depositor upon the written request of the Depositor, and the receipt of the
Opinion of Counsel referred to in Section 9.03(a) and to take such other action
in connection therewith as may be reasonably requested by the Depositor.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

         SECTION 10.01. Amendment.

         This Agreement may be amended from time to time by the Depositor, the
Master Servicer, the Servicer, the Securities Administrator and the Trustee,
without the consent of any of the Certificateholders to,

                           (i) to cure any ambiguity or correct any mistake,

                           (ii) to correct, modify or supplement any provision
therein which may be inconsistent with any other provision herein,

                           (iii) to add any other provisions with respect to
matters or questions arising under this Agreement, or


                                     -118-
<PAGE>


                           (iv) to modify, alter, amend, add to or rescind any
of the terms or provisions contained in this Agreement, provided, however, that,
in the case of clauses (iii) and (iv), such amendment will not, as evidenced by
an Opinion of Counsel to such effect, adversely effect in any material respect
the interests of any Holder; provided, further, however, that such amendment
will be deemed to not adversely affect in any material respect the interest of
any Holder if the Person requesting such amendment obtains a letter from each
Rating Agency stating that such amendment will not result in a reduction or
withdrawal of its rating of any Class of the Certificates, it being understood
and agreed that any such letter in and of itself will not represent a
determination as to the materiality of any such amendment and will represent a
determination only as to the credit issues affecting any such rating.

         Notwithstanding the foregoing, without the consent of the
Certificateholders, the Depositor, the Master Servicer, the Servicer, the
Securities Administrator and the Trustee may at any time and from time to time
amend this Agreement to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or appropriate to maintain the qualification
of any of the REMICs provided for herein as REMICs under the Code or to avoid or
minimize the risk of the imposition of any tax on the Trust Fund or any of the
REMICs provided for herein pursuant to the Code that would be a claim against
the Trust Fund at any time prior to the final redemption of the Certificates,
provided that the Trustee and the Securities Administrator shall have been
provided an Opinion of Counsel, which opinion shall be an expense of the party
requesting such amendment but in any case shall not be an expense of the Trustee
or the Securities Administrator, to the effect that such action is necessary or
appropriate to maintain such qualification or to avoid or minimize the risk of
the imposition of such a tax.

         This Agreement may also be amended from time to time by the Depositor,
the Servicer, the Securities Administrator, the Trustee and the Holders of the
Certificates affected thereby evidencing not less than 66 2/3% of the Voting
Rights for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments required to be distributed on any Certificate without the consent
of the Holder of such Certificate, (ii) adversely affect in any material respect
the interests of the Holders of any Class of Certificates in a manner other than
as described in (i), without the consent of the Holders of Certificates of such
Class evidencing 66 2/3% or more of the Voting Rights of such Class or (iii)
reduce the aforesaid percentages of Certificates the Holders of which are
required to consent to any such amendment without the consent of the Holders of
all such Certificates then outstanding.

         Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel, which opinion shall be an expense of the party
requesting such amendment but in any case shall not be an expense of the
Trustee, to the effect that such amendment will not cause the imposition of any
tax on the Trust Fund, any of the REMICs provided for herein or the
Certificateholders or cause any of the REMICs provided for herein to fail to
qualify as a REMIC at any time that any Certificates are outstanding.

         Promptly after the execution of any amendment to this Agreement
requiring the consent of Certificateholders, the Trustee or upon the written
request of the Trustee to the Securities Administrator, the Securities
Administrator shall furnish written notification of the substance of such
amendment to each Certificateholder and each Rating Agency.

         It shall not be necessary for the consent of Certificateholders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Securities Administrator may prescribe.


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<PAGE>


         Nothing in this Agreement shall require the Trustee or the Securities
Administrator to enter into an amendment without receiving an Opinion of
Counsel, satisfactory to the Trustee or the Securities Administrator that (i)
such amendment is permitted and is not prohibited by this Agreement and that all
requirements for amending this Agreement have been complied with; and (ii)
either (A) the amendment does not adversely affect in any material respect the
interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to this
Section 10.01.

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

         SECTION 10.02. Counterparts.

         This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.

         SECTION 10.03. Governing Law.

         THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF.

         SECTION 10.04. Intention of Parties.

         It is the express intent of the parties hereto that the conveyance of
the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance
policies and any modifications, extensions and/or assumption agreements and
private mortgage insurance policies relating to the Mortgage Loans by the
Depositor to the Trustee be, and be construed as, an absolute sale thereof to
the Trustee. It is, further, not the intention of the parties that such
conveyance be deemed a pledge thereof by the Depositor to the Trustee. However,
in the event that, notwithstanding the intent of the parties, such assets are
held to be the property of the Depositor, or if for any other reason this
Agreement is held or deemed to create a security interest in such assets, then
(i) this Agreement shall be deemed to be a security agreement within the meaning
of the Uniform Commercial Code of the State of New York and (ii) the conveyance
provided for in this Agreement shall be deemed to be an assignment and a grant
by the Depositor to the Trustee, for the benefit of the Certificateholders, of a
security interest in all of the assets that constitute the Trust Fund, whether
now owned or hereafter acquired.

         The Depositor for the benefit of the Certificateholders shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
assets of the Trust Fund, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of the Agreement. The Depositor shall
arrange for filing any Uniform Commercial Code continuation statements in
connection with any security interest granted or assigned to the Trustee for the
benefit of the Certificateholders.


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<PAGE>

         SECTION 10.05. Notices.

                  (a) The Securities Administrator shall use its best efforts to
promptly provide notice to each Rating Agency with respect to each of the
following of which it has actual knowledge:

                           (i) Any material change or amendment to this
Agreement;

                           (ii) The occurrence of any Event of Default that has
not been cured;

                           (iii) The resignation or termination of the Trustee,
the Securities Administrator or the Servicer and the appointment of any
successor;

                           (iv) The repurchase or substitution of Mortgage Loans
pursuant to Sections 2.02, 2.03 and 3.12;

                           (v) The final payment to Certificateholders; and

                           (vi) Any change in the location of the Certificate
Account.

         The Securities Administrator shall promptly furnish or make available
to each Rating Agency copies of the following:

                           (i) Each report to Certificateholders described in
Section 4.05;

                           (ii) Each annual statement as to compliance described
in Section 3.17; and

                           (iii) Each annual independent public accountants'
servicing report described in Section 3.18.

All directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given when delivered to (a) in the case of the
Depositor, Merrill Lynch Mortgage Investors, Inc. 250 Vesey Street, 4 World
Financial Center, 10th Floor, New York, New York 10080, Attention: Asset-Backed
Finance; (b) in the case of the Trustee, Deutsche Bank National Trust Company,
1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Trust
Administration-TW03S5, (c) in the case of the Rating Agencies, (i) Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, New York, New York 10041; and (ii) Moody's Investors Service, Inc., 99
Church Street, 4th Floor, New York, New York 10007; (d) in the case of the
Servicer, Wilshire Credit Corporation, 14523 S.W. Milikan Way, Suite 200,
Beaverton, Oregon 97005; (e) in the case of the Master Servicer and Securities
Administrator, Wells Fargo Bank Minnesota, National Association, 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services -
Terwin Mortgage Trust, Series TMTS 2003-5SL, (f) in the case of the Credit Risk
Manager, the Murrayhill Company, 1700 Lincoln Street, Suite 1600, Denver,
Colorado 80203, and in the case of any of the foregoing persons, such other
addresses as may hereafter be furnished by any such persons to the other parties
to this Agreement. Notices to Certificateholders shall be deemed given when
mailed, first class postage prepaid, to their respective addresses appearing in
the Certificate Register.

         SECTION 10.06. Severability of Provisions.

         If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and


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<PAGE>


shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

         SECTION 10.07. Assignment.

         Notwithstanding anything to the contrary contained herein, except as
provided pursuant to Section 6.02, this Agreement may not be assigned by the
Securities Administrator without the prior written consent of the Depositor.

         SECTION 10.08. Limitation on Rights of Certificateholders.

         The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representative or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a petition or winding up of the Trust
Fund, or otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.

         No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth or contained in the terms of the Certificates be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
party by reason of any action taken by the parties to this Agreement pursuant to
any provision hereof.

         No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of an Event of Default and of the continuance thereof, as hereinbefore provided,
the Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such indemnity satisfactory to
it as it may require against the costs, expenses, and liabilities to be incurred
therein or thereby, and the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 10.08, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

         SECTION 10.09. Inspection and Audit Rights.

         The Master Servicer and Servicer each agree that, on reasonable prior
notice, it will permit any representative of the Depositor or the Trustee during
the Master Servicer's or Servicer's normal business hours, to examine all the
books of account, records, reports and other papers of the Master Servicer or
Servicer relating to the Mortgage Loans, to make copies and extracts therefrom,
to cause such books to be audited by independent certified public accountants
selected by the Depositor or the Trustee and to discuss its affairs, finances
and accounts relating to the Mortgage Loans with its officers, employees,
agents, counsel and independent public accountants (and by this provision the
Master Servicer or Servicer


                                     -122-
<PAGE>


hereby authorizes such accountants to discuss with such representative such
affairs, finances and accounts), all at such reasonable times and as often as
may be reasonably requested. Any out-of-pocket expense incident to the exercise
by the Depositor or the Trustee of any right under this Section 10.09 shall be
borne by the party requesting such inspection (except in the case of the Trustee
in which case such expenses shall be borne by the requesting
Certificateholder(s)); all other such expenses shall be borne by the Servicer.

         SECTION 10.10. Certificates Nonassessable and Fully Paid.

         It is the intention of the Depositor that Certificateholders shall not
be personally liable for obligations of the Trust Fund, that the interests in
the Trust Fund represented by the Certificates shall be nonassessable for any
reason whatsoever, and that the Certificates, upon due authentication thereof by
the Authenticating Agent pursuant to this Agreement, are and shall be deemed
fully paid.

         SECTION 10.11. [RESERVED]

         SECTION 10.12. [RESERVED]

         SECTION 10.13. [RESERVED]

         SECTION 10.14. Assignment; Sales; Advance Facilities.

                  (a) The Servicer is hereby authorized to enter into a
financing or other facility (any such arrangement, an "Advance Facility"), under
which (1) the Servicer assigns or pledges its rights under this Agreement to be
reimbursed for any or all Advances and/or Servicing Advances to (i) a Person,
which may be a special-purpose bankruptcy-remote entity (an "SPV"), (ii) a
Person, which may simultaneously assign or pledge such rights to an SPV or (iii)
a lender (a "Lender"), which, in the case of any Person or SPV of the type
described in either of the preceding clauses (i) or (ii), may directly or
through other assignees and/or pledgees, assign or pledge such rights to a
Person, which may include a trustee acting on behalf of holders of debt
instruments (any such Person or any such Lender, an "Advance Financing Person"),
and/or (2) an Advance Financing Person agrees to fund all the Advances and/or
Servicing Advances required to be made by the Servicer pursuant to this
Agreement. No consent of the Securities Administrator, the Trustee, the
Certificateholders or any other party shall be required before the Servicer may
enter into an Advance Facility nor shall the Securities Administrator, the
Trustee or the Certificateholders be a third party beneficiary of any obligation
of an Advance Financing Person to the Servicer. Notwithstanding the existence of
any Advance Facility under which an Advance Financing Person agrees to fund
Advances and/or Servicing Advances, (A) the Servicer (i) shall remain obligated
pursuant to this Agreement to make Advances and/or Servicing Advances pursuant
to and as required by this Agreement and (ii) shall not be relieved of such
obligations by virtue of such Advance Facility and (B) neither the Advance
Financing Person nor any Servicer's Assignee (as hereinafter defined) shall have
any right to proceed against or otherwise contact any Mortgagor for the purpose
of collecting any payment that may be due with respect to any related Mortgage
Loan or enforcing any covenant of such Mortgagor under the related Mortgage Loan
documents.

                  (b) The Advance Financing Person shall only have rights to
previously unreimbursed Advances and/or Servicing Advances ("Advance
Reimbursement Amounts"). Advance Reimbursement Amounts (i) shall consist solely
of amounts in respect of Advances and/or Servicing Advances for which the
Servicer would be permitted to reimburse itself in accordance with Section 3.08
hereof, assuming the Servicer had made the related Advance(s) and/or Servicing
Advance(s) and (ii) shall not consist of amounts payable to a successor Servicer
in accordance with Section 3.08 hereof to the extent permitted under Section
10.14(e) below.


                                     -123-
<PAGE>

                  (c) Notwithstanding the existence of an Advance Facility, the
Servicer, on behalf of the Advance Financing Person and the Servicer's Assignee,
shall be entitled to receive reimbursements of Advances and/or Servicing
Advances in accordance with Section 3.08 hereof, which entitlement may be
terminated by the Advance Financing Person pursuant to a written notice to the
Securities Administrator in the manner set forth in Section 10.05 hereof. Upon
receipt of such written notice, the Servicer shall no longer be entitled to
receive reimbursement for any Advance Reimbursement Amounts and the Servicer's
Assignee shall immediately have the right to receive from the Collection Account
all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the
avoidance of doubt, (i) the Servicer and/or the Servicer's Assignee shall only
be entitled to reimbursement of Advance Reimbursement Amounts hereunder from
withdrawals from the Collection Account pursuant to Section 3.08 of this
Agreement and shall not otherwise be entitled to make withdrawals or receive
amounts that shall be deposited in the Certificate Account pursuant to Section
3.05(f) hereof, and (ii) none of the Securities Administrator, the Trustee or
the Certificateholders shall have any right to, or otherwise be entitled to,
receive any Advance Reimbursement Amounts to which the Servicer or Servicer's
Assignee, as applicable, shall be entitled pursuant to Section 3.08 hereof. An
Advance Facility may be terminated by the joint written direction of the
Servicer and the related Advance Financing Person. Written notice of such
termination shall be delivered to the Securities Administrator in the manner set
forth in Section 10.05 hereof. None of the Depositor or the Securities
Administrator shall, as a result of the existence of any Advance Facility, have
any additional duty or liability with respect to the calculation or payment of
any Advance Reimbursement Amount, nor, as a result of the existence of any
Advance Facility, shall the Depositor or the Trustee have any additional
responsibility to track or monitor the administration of the Advance Facility or
the payment of Advance Reimbursement Amounts to the Servicer's Assignee. The
Servicer shall indemnify the Depositor, the Trustee, the Master Servicer, the
Securities Administrator, any successor servicer and the Trust Fund for any
claim, loss, liability or damage resulting from any claim by the related
Advancing Financing Person, except to the extent that such claim, loss,
liability or damage resulted from or arose out of negligence, recklessness or
willful misconduct on the part of the Depositor, the Trustee, the Master
Servicer, the Securities Administrator or any successor servicer, as the case
may be, or failure by the successor servicer or the Securities Administrator, as
the case may be, to remit funds as required by this Agreement or the commission
of an act or omission to act by the successor servicer or the Securities
Administrator, as the case may be, and the passage of any applicable cure or
grace period, such that an Event of Default under this Agreement occurs or such
entity is subject to termination for cause under this Agreement. The Servicer
shall maintain and provide to any successor servicer and, upon request, the
Securities Administrator a detailed accounting on a loan-by-loan basis as to
amounts advanced by, pledged or assigned to, and reimbursed to any Advancing
Financing Person. The successor servicer shall be entitled to rely on any such
information provided by the predecessor Servicer, and the successor Servicer
shall not be liable for any errors in such information.

                  (d) [Reserved].

                  (e) As between a predecessor servicer and its Advance
Financing Person, on the one hand, and a successor servicer and its Advance
Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a
loan-by-loan basis with respect to each Mortgage Loan as to which an Advance
and/or Servicing Advance shall have been made and be outstanding shall be
allocated on a "first-in, first out" basis. In the event the Servicer's Assignee
shall have received some or all of an Advance Reimbursement Amount related to
Advances and/or Servicing Advances that were made by a Person other than such
predecessor Servicer or its related Advance Financing Person in error, then such
Servicer's Assignee shall be required to remit any portion of such Advance
Reimbursement Amount to each Person entitled to such portion of such Advance
Reimbursement Amount. Without limiting the generality of the foregoing, the
Servicer shall remain entitled to be reimbursed by the Advance Financing Person
for all Advances and/or Servicing Advances funded by the Servicer to the extent
the related


                                     -124-
<PAGE>


Advance Reimbursement Amounts have not been assigned or pledged to such Advance
Financing Person or Servicer's Assignee.

                  (f) For purposes of any Officer's Certificate of the Servicer
made pursuant to Section 4.01, any Non-Recoverable Advance referred to therein
may have been made by such Servicer or any predecessor Servicer. In making its
determination that any Advance or Servicing Advance theretofore made has become
a Non-Recoverable Advance, the Servicer shall apply the same criteria in making
such determination regardless of whether such Advance or Servicing Advance shall
have been made by the Servicer or any predecessor Servicer.

                  (g) Any amendment to this Section 10.14 or to any other
provision of this Agreement that may be necessary or appropriate to effect the
terms of an Advance Facility as described generally in this Section 10.14,
including amendments to add provisions relating to a successor servicer, may be
entered into by the Trustee, the Securities Administrator, the Depositor, the
Master Servicer and the Servicer without the consent of any Certificateholder,
provided such amendment complies with Section 10.01 hereof. All reasonable costs
and expenses (including attorneys' fees) of each party hereto of any such
amendment shall be borne solely by the Servicer. The parties hereto hereby
acknowledge and agree that: (a) the Advances and/or Servicing Advances financed
by and/or pledged to an Advance Financing Person under any Advance Facility are
obligations owed to the Servicer payable only from the cash flows and proceeds
received under this Agreement for reimbursement of Advances and/or Servicing
Advances only to the extent provided herein, and the Securities Administrator,
the Trustee and the Trust Fund are not, as a result of the existence of any
Advance Facility, obligated or liable to repay any Advances and/or Servicing
Advances financed by the Advance Financing Person; (b) the Servicer will be
responsible for remitting to the Advance Financing Person the applicable amounts
collected by it as reimbursement for Advances and/or Servicing Advances funded
by the Advance Financing Person, subject to the provisions of this Agreement;
and (c) the Securities Administrator and the Trustee shall not have any
responsibility to track or monitor the administration of the financing
arrangement between the Servicer and any Advance Financing Person.

                                   ARTICLE XI

                     MASTER SERVICING OF THE MORTGAGE LOANS
                             BY THE MASTER SERVICER

         SECTION 11.01. Master Servicer.

         The Master Servicer shall deliver a copy of the Mortgage Loan Schedule
to the Servicer and the Securities Administrator on the Final Servicing Transfer
Date.

         Prior to the Final Servicing Transfer Date, the Master Servicer shall
supervise, monitor and oversee the obligation of the Interim Servicers to
service and administer the Mortgage Loans in accordance with the terms of the
Interim Servicing Agreements and shall have full power and authority to do any
and all things which it may deem necessary or desirable in connection with such
master servicing and administration subject to the terms of the Interim
Servicing Agreement. In performing its obligations hereunder, the Master
Servicer shall act in a manner consistent with Accepted Master Servicing
Practices. Furthermore, prior to the Final Servicing Transfer Date, the Master
Servicer shall oversee and consult with the Interim Servicers as necessary from
time-to-time to carry out the Master Servicer's obligations hereunder, shall
receive, review and evaluate all reports, information and other data provided to
the Master Servicer by the Interim Servicers and shall cause the Interim
Servicers to perform and observe the covenants, obligations and conditions to be
performed or observed by the Interim Servicers under the Interim Servicing
Agreements. The Master Servicer shall independently and separately monitor the



                                     -125-
<PAGE>


Interim Servicers' servicing activities with respect to each related Mortgage
Loan, reconcile the results of such monitoring with such information provided in
the previous sentence on a monthly basis and coordinate corrective adjustments
to the Interim Servicers' and Master Servicer's records, and based on such
reconciled and corrected information, prepare the statements specified in
Section 4.05 and any other information and statements required to be provided by
the Master Servicer hereunder. The Master Servicer shall reconcile the results
of its Mortgage Loan monitoring with the actual remittances of the Interim
Servicer to the Master Servicer Account pursuant to the terms hereof based on
information provided to the Master Servicer by the Interim Servicers.

         The Securities Administrator shall furnish the Interim Servicers and
the Master Servicer with any limited powers of attorney and other documents in
form as provided to it necessary or appropriate to enable the Interim Servicers
and the Master Servicer to service and administer the related Mortgage Loans and
REO Property. The Securities Administrator shall have no responsibility for any
action of the Master Servicer or the Interim Servicers pursuant to any such
limited power of attorney and shall be indemnified by the Master Servicer or the
Interim Servicers, as applicable, for any cost, liability or expense incurred by
the Securities Administrator in connection with such Person's use or misuse of
any such power of attorney.

         The Securities Administrator and the Master Servicer shall provide
access to the records and documentation in possession of the Securities
Administrator or the Master Servicer regarding the related Mortgage Loans and
REO Property and the servicing thereof to the Certificateholders, the FDIC, and
the supervisory agents and examiners of the FDIC, such access being afforded
only upon reasonable prior written request and during normal business hours at
the office of the Securities Administrator or the Master Servicer; provided,
however, that, unless otherwise required by law, none of the Securities
Administrator or the Master Servicer shall be required to provide access to such
records and documentation if the provision thereof would violate the legal right
to privacy of any Mortgagor. The Securities Administrator and the Master
Servicer shall allow representatives of the above entities to photocopy any of
the records and documentation and shall provide equipment for that purpose at a
charge that covers the Securities Administrator's or the Master Servicer's
actual costs.

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

         SECTION 11.02. Monitoring of Interim Servicers.

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


                                     -126-
<PAGE>

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

                  (c) To the extent that the costs and expenses of the Master
Servicer related to the termination of an Interim Servicer, appointment of a
successor Interim Servicer or the transfer and assumption of the servicing by
the Master Servicer (including, without limitation, (i) all legal costs and
expenses and all due diligence costs and expenses associated with an evaluation
of the potential termination of an Interim Servicer as a result of an event of
default and (ii) all costs and expenses associated with the complete transfer of
servicing, including all servicing files and all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the successor servicer to correct any errors or insufficiencies in the
servicing data or otherwise to enable the successor servicer to service the
Mortgage Loans in accordance with this Agreement) are not fully and timely
reimbursed by the terminated Servicer, the Master Servicer shall be entitled to
reimbursement of such costs and expenses from the Certificate Account.

                  (d) The Master Servicer shall require the Interim Servicers to
comply with the remittance requirements and other obligations set forth in the
Interim Servicing Agreements.

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

         SECTION 11.03. Fidelity Bond.

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

         SECTION 11.04. Powers to Act; Procedures.

         The Master Servicer shall master service the Mortgage Loans and shall
have full power and authority, subject to the REMIC Provisions and the
provisions of Section 8.12, to do any and all things that it may deem necessary
or desirable in connection with the master servicing and administration of the
Mortgage Loans, including but not limited to the power and authority (i) to
execute and deliver, on behalf of the Certificateholders and the Securities
Administrator, customary consents or waivers and other instruments and
documents, (ii) to consent to transfers of any Mortgaged Property and
assumptions of the Mortgage Notes and related Mortgages, (iii) to collect any
Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure
or other conversion of the ownership of the Mortgaged Property securing any
Mortgage Loan, in each case, in accordance with the provisions of this
Agreement; provided, however, that the Master Servicer shall not (and,
consistent with its responsibilities under Section 11.02,


                                     -127-
<PAGE>


shall not permit the Servicer to) knowingly or intentionally take any action, or
fail to take (or fail to cause to be taken) any action reasonably within its
control and the scope of duties more specifically set forth herein, that, under
the REMIC Provisions, if taken or not taken, as the case may be, would cause any
REMIC formed hereby to fail to qualify as a REMIC or result in the imposition of
a tax upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) unless the
Master Servicer has received an Opinion of Counsel (but not at the expense of
the Master Servicer) to the effect that the contemplated action will not cause
any REMIC formed hereby to fail to qualify as a REMIC or result in the
imposition of a tax upon any REMIC. The Securities Administrator shall furnish
the Master Servicer, upon written request from a Servicing Officer, with any
powers of attorney empowering the Master Servicer or the Servicer to execute and
deliver instruments of satisfaction or cancellation, or of partial or full
release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
Property, and to appeal, prosecute or defend in any court action relating to the
Mortgage Loans or the Mortgaged Property, in accordance with this Agreement, and
the Securities Administrator shall execute and deliver such other documents, as
the Master Servicer or the Servicer may request, to enable the Master Servicer
to master service and administer the Mortgage Loans and carry out its duties
hereunder, in each case in accordance with Accepted Master Servicing Practices
(and the Securities Administrator shall have no liability for misuse of any such
powers of attorney by the Master Servicer or the Servicer and shall be
indemnified by the Master Servicer or the Servicer, as applicable, for any cost,
liability or expense incurred by the Securities Administrator in connection with
such Person's use or misuse of any such power of attorney). If the Master
Servicer or the Securities Administrator has been advised that it is likely that
the laws of the state in which action is to be taken prohibit such action if
taken in the name of the Securities Administrator or that the Securities
Administrator would be adversely affected under the "doing business" or tax laws
of such state if such action is taken in its name, the Master Servicer shall
join with the Securities Administrator in the appointment of a co-Securities
Administrator pursuant to Section 8.11. In the performance of its duties
hereunder, the Master Servicer shall be an independent contractor and shall not,
except in those instances where it is taking action in the name of the
Securities Administrator, be deemed to be the agent of the Securities
Administrator.

         SECTION 11.05. Due-on-Sale Clauses; Assumption Agreements.

         To the extent Mortgage Loans contain enforceable due-on-sale clauses,
the Master Servicer shall cause the Interim Servicers to enforce such clauses in
accordance with this Agreement. If applicable law prohibits the enforcement of a
due-on-sale clause or such clause is otherwise not enforced in accordance with
this Agreement, and, as a consequence, a Mortgage Loan is assumed, the original
Mortgagor may be released from liability in accordance with this Agreement.

         SECTION 11.06. Master Servicing of Mortgage Loans Prior to Servicing
Transfer Dates.

         As of the Closing Date and during the Interim Servicing Period, the
Master Servicer shall oversee and monitor the servicing of each Mortgage Loan by
the related Interim Servicer in accordance with Accepted Master Servicing
Standards, but subject to the provisions of the related Interim Servicing
Agreements. During such period, the Master Servicer shall remain obligated to
perform all duties and responsibilities required of it under this Agreement, and
shall have all of the rights and limitations set forth herein, as if such
Mortgage Loans are being serviced in accordance with the terms of this
Agreement. The Master Servicer will not have any master servicing obligations
with regard to any Mortgage Loan after the servicing function is transferred to
the Servicer.


                                     -128-
<PAGE>


         SECTION 11.07. Documents, Records and Funds in Possession of Master
Servicer to be Held for Trustee.

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

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

         SECTION 11.08. Standard Hazard Insurance and Flood Insurance Policies.

         For each Mortgage Loan, the Master Servicer shall enforce the
obligation of the Interim Servicers under the Interim Servicing Agreements to
maintain or cause to be maintained standard fire and casualty insurance and,
where applicable, flood insurance, all in accordance with the provisions of this
Agreement. It is understood and agreed that such insurance shall be with
insurers meeting the standard eligibility requirements and that no earthquake or
other additional insurance is to be required of any Mortgagor or to be
maintained on property acquired in respect of a defaulted loan, other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance.

         SECTION 11.09. Presentment of Claims and Collection of Proceeds.

         The Master Servicer shall enforce the Interim Servicers' obligations
under the Interim Servicing Agreements to, prepare and present on behalf of the
Trustee and the Certificateholders all claims under the Insurance Policies and
take such actions (including the negotiation, settlement, compromise or
enforcement of the insured's claim) as shall be necessary to realize recovery
under such policies. Any proceeds disbursed to the Master Servicer in respect of
such policies, bonds or contracts shall be promptly deposited in the Certificate
Account upon receipt, except that any amounts realized that are to be applied to
the repair or restoration of the related Mortgaged Property as a condition
precedent to the presentation of claims on the related Mortgage Loan to the
insurer under any applicable insurance policy need not be so or remitted.

         SECTION 11.10. Trustee to Retain Possession of Certain Insurance
Policies and Documents.

         The Trustee , shall retain possession and custody of the originals (to
the extent available) of any primary mortgage insurance policies, or certificate
of insurance if applicable, and any certificates of renewal as to the foregoing
as may be issued from time to time as contemplated by this Agreement. Until all
amounts distributable in respect of the Certificates has been distributed in
full and the Master Servicer


                                     -129-
<PAGE>


and the Interim Servicers have otherwise fulfilled their respective obligations
under this Agreement, the Securities Administrator shall also retain possession
and custody of each Mortgage File in accordance with and subject to the terms
and conditions of this Agreement. The Master Servicer shall promptly deliver or
cause to be delivered to the Trustee, upon the execution or receipt thereof the
originals of any primary mortgage insurance policies, any certificates of
renewal, and such other documents or instruments that constitute Mortgage Loan
Documents that come into the possession of the Master Servicer from time to
time.

         SECTION 11.11. Realization Upon Defaulted Mortgage Loans.

         The Master Servicer shall cause the Interim Servicers to foreclose
upon, repossess or otherwise comparably convert the ownership of Mortgaged
Properties securing such of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements can be made for collection
of delinquent payments, all in accordance with this the applicable Interim
Servicing Agreement.

         SECTION 11.12. REO Property.

                  (a) In the event the Trust Fund acquires ownership of any REO
Property related to a Mortgage Loan serviced by an Interim Servicer in respect
of any related Mortgage Loan, the deed or certificate of sale shall be issued to
the Trustee, or to its nominee, on behalf of the related Certificateholders. The
Master Servicer shall cause the Interim Servicers to sell, any REO Property as
expeditiously as possible and in accordance with the provisions of this
Agreement. Further, the Master Servicer shall cause the Interim Servicers to
sell any REO Property prior to three years after the end of the calendar year of
its acquisition by the Subsidiary REMIC unless (i) the Trustee and the Master
Servicer shall have been supplied by the Servicer with an Opinion of Counsel to
the effect that the holding by the Trust Fund of such REO Property subsequent to
such three-year period will not result in the imposition of taxes on "prohibited
transactions" of any REMIC hereunder as defined in section 860F of the Code or
cause any REMIC hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding, in which case the Trust Fund may continue to hold
such Mortgaged Property (subject to any conditions contained in such Opinion of
Counsel) or (ii) the Interim Servicers shall have applied for, prior to the
expiration of such three-year period, an extension of such three-year period in
the manner contemplated by Section 856(e)(3) of the Code, in which case the
three-year period shall be extended by the applicable extension period. The
Master Servicer shall cause the Servicer to protect and conserve, such REO
Property in the manner and to the extent required by this Agreement, in
accordance with the REMIC Provisions and in a manner that does not result in a
tax on "net income from foreclosure property" or cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code.

                  (b) The Master Servicer shall cause the Interim Servicers to
deposit all funds collected and received in connection with the operation of any
REO Property in the Collection Account.

         SECTION 11.13. Annual Statement as to Compliance.

         Pursuant to this Agreement, the Master Servicer shall deliver to the
Depositor, the Trustee and the Securities Administrator on or before February 28
of each year beginning in 2004, (or such other date that the Depositor gives the
Master Servicer at least 30 days prior notice of) in order to remain in
compliance with the Section 302 Requirements, an Officer's Certificate stating,
as to each signatory thereof, that (i) a review of the activities of the Master
Servicer during the preceding calendar year and of performance under this
Agreement or a similar agreement has been made under such officer's supervision,
and (ii) to the best of such officers' knowledge, based on such review, the
Master Servicer has fulfilled all of its obligations under this Agreement
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officers and the
nature and status thereof.

                                     -130-
<PAGE>


The Securities Administrator shall forward a copy of each such statement
received by it to each Rating Agency. Copies of such statement shall be provided
by the Securities Administrator to any Certificateholder upon written request at
the Certificateholder's expense, provided such statement has been delivered by
the Master Servicer to the Securities Administrator.

         SECTION 11.14. Annual Independent Public Accountants' Servicing
Statement; Financial Statements.

         If the Master Servicer has, during the course of any calendar year,
directly serviced any of the Mortgage Loans, then on or before March 15 of each
year, beginning in 2004 or such other date in order to remain in compliance with
the Section 302 Requirements, the Master Servicer at its expense shall cause a
nationally recognized firm of independent public accountants (who may also
render other services to the Servicer or any Affiliate thereof) that is a member
of the American Institute of Certified Public Accountants to furnish a USAP
Report to the Securities Administrator and the Depositor. Copies of the USAP
Report shall be provided by the Securities Administrator and the Trustee to any
Certificateholder upon request at the Certificateholder's expense, provided such
report has been delivered by the Master Servicer to the Securities
Administrator.

         SECTION 11.15. Obligation of the Master Servicer in Respect of Certain
Prepayment Interest Shortfalls.

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

         SECTION 11.16. Collection Account.

         The Master Servicer shall enforce the obligation of the Interim
Servicers to establish and maintain a collection account in accordance with the
Interim Servicing Agreements, with records to be kept with respect thereto on a
Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited
within two Business Days of receipt all collections of principal and interest on
any Mortgage Loan and with respect to any REO Property received by the Interim
Servicers, including Principal Prepayments, Insurance Proceeds, Liquidation
Proceeds, and advances made from the Interim Servicers' own funds (less
servicing compensation) and all other amounts to be deposited in the collection
account.

         SECTION 11.17. Obligation of the Master Servicer in Respect of Certain
Advances.

         With respect to each Mortgage Loan during the related Interim Servicing
Period, in connection with any payment of principal and interest that was due
but not received by the Interim Servicer during the related Due Period, the
Master Servicer shall make an Advance to the extent required in the related
Interim Servicing Agreement and deposit such Advance in the Certificate Account
no later than the Business Day immediately prior to the related Distribution
Date.

         SECTION 11.18. Termination of the Master Servicer.

         Notwithstanding anything to the contrary in this Agreement, the parties
hereto hereby agree that following the Final Servicing Transfer Date, all of the
rights, duties and obligations of the Master Servicer hereunder shall terminate
except as set forth in Section 4.04(j); provided, however, that the Master
Servicer shall be obligated first to remit all remaining funds in the Master
Servicing Account to the Securities Administrator or the Servicer, as applicable
and to provide the Securities Administrator


                                     -131-
<PAGE>

with the related Remittance Report; provided, further, that the obligation of
the Master Servicer to indemnify the other parties hereto and the right of the
Master Servicer to receive the benefit of the indemnification provisions
hereunder shall survive the termination of the Master Servicer.



                                     -132-
<PAGE>


         IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Servicer,
the Securities Administrator and the Trustee have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
day and year first above written.

                        MERRILL LYNCH MORTGAGE INVESTORS, INC.,
                                 as Depositor

                        By:
                           -----------------------------------------------------
                        Name: Matthew Whalen
                        Title:   President


                        WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                                 as Master Servicer and Securities Administrator

                        By:
                           -----------------------------------------------------
                        Name: Sandra Whalen
                        Title: Vice President


                        WILSHIRE CREDIT CORPORATION,
                                 as Servicer

                        By:
                           -----------------------------------------------------
                        Name: Russell T. Campbell
                        Title: Senior Vice President


                        DEUTSCHE BANK NATIONAL TRUST COMPANY,
                             not in its individual capacity,
                                 but solely as Trustee

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


                        DEUTSCHE BANK NATIONAL TRUST COMPANY,
                             not in its individual capacity,
                                 but solely as Trustee

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


<PAGE>

                        Acknowledged and Agreed for purposes of Section 3.19 and
                        Section 6.08

                        THE MURRAYHILL COMPANY,
                           as Credit Risk Manager


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



<PAGE>


                                    EXHIBIT A


                              FORMS OF CERTIFICATES


                             [INTENTIONALLY OMITTED]






                                       A-1
<PAGE>


                                    EXHIBIT B


                             MORTGAGE LOAN SCHEDULE


                             [INTENTIONALLY OMITTED]





                                       B-1
<PAGE>


                                    EXHIBIT C


            SCHEDULE OF MORTGAGE LOANS WITH NO PREPAYMENT ENFORCEMENT


                             [INTENTIONALLY OMITTED]





                                       C-1

<PAGE>


                                    EXHIBIT D


                          FORM OF TRUSTEE CERTIFICATION


                                     [DATE]



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

Wilshire Credit Corporation
14523 S.W. Milikan Way,
Suite 200
Beaverton, Oregon 97005

Wells Fargo Bank Minnesota, National Association
9062 Old Annapolis Road
Columbia, Maryland  21045

Re:  Pooling and Servicing Agreement dated as of October 1, 2003 among Merrill
     Lynch Mortgage Investors, Inc., as depositor, Wells Fargo Bank Minnesota,
     National Association, as master servicer and securities administrator,
     Wilshire Credit Corporation, as servicer and Deutsche Bank National Trust
     Company, as trustee, relating to Terwin Mortgage Trust, Asset-Backed
     Certificates, Series TMTS 2003-5SL
     -------------------------------------------------------------------------

Ladies and Gentlemen:

         In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that [,
except as set forth in Schedule A hereto,] as to each Mortgage Loan listed in
the Mortgage Loan Schedule attached hereto (other than any Mortgage Loan paid in
full or listed on the attachment hereto) it has reviewed the Mortgage File and
the Mortgage Loan Schedule and has determined that:

         (i) All documents in the Mortgage File required to be delivered to the
Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in
its possession;

         (ii) In connection with each Mortgage Loan or Assignment thereof as to
which documentary evidence of recording was not received on the Closing Date, it
has received evidence of such recording; and

         (iii) Such documents have been reviewed by it and appear regular on
their face and relate to such Mortgage Loan.

         The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond confirming (i) that the Mortgage Loan
number and the name of the Mortgagor in each Mortgage File conform to the
respective Mortgage Loan number and name listed on the Mortgage Loan Schedule
and (ii) the existence in each Mortgage File of each of the documents listed in
subparagraphs


                                      D-1
<PAGE>

(i)(A) through (G), inclusive, of Section 2.01 in the Agreement. The Trustee
makes no representations or warranties as to the validity, legality,
recordability, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage Loan or the collectibility, insurability,
effectiveness or suitability of any such Mortgage Loan.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.

                                           DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                           as Trustee


                                           By:
                                              ----------------------------------

                                           Name:
                                                --------------------------------

                                           Title:
                                                 -------------------------------


                                      D-2
<PAGE>


                                   EXHIBIT E-1


                           FORM OF TRANSFEREE'S LETTER
                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                 ASSET-BACKED CERTIFICATES, SERIES TMTS 2003-5SL


                                     [DATE]



Wells Fargo Bank Minnesota, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services - Terwin Mortgage Trust,
           Series TMTS 2003-5SL

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934

Ladies and Gentlemen:

         We propose to purchase Terwin Mortgage Trust, Asset-Backed
Certificates, Series TMTS 2003-5SL, Class R, described in the Prospectus
Supplement, dated October 28, 2003, and Prospectus, dated July 3, 2003.

         1. We certify that (a) we are not a disqualified organization and (b)
we are not purchasing such Class R Certificate on behalf of a disqualified
organization; for this purpose the term "disqualified organization" means the
United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (except any entity treated as other than an instrumentality of
the foregoing for purposes of Section 168(h)(2)(D) of the Internal Revenue Code
of 1986, as amended (the "Code")), any organization (other than a cooperative
described in Section 521 of the Code) that is exempt from taxation under the
Code (unless such organization is subject to tax on excess inclusions) and any
organization that is described in Section 1381(a)(2)(C) of the Code. We
understand that any breach by us of this certification may cause us to be liable
for an excise tax imposed upon transfers to disqualified organizations.

         2. We certify that (a) we have historically paid our debts as they
became due, (b) we intend, and believe that we will be able, to continue to pay
our debts as they become due in the future, (c) we understand that, as
beneficial owner of the Class R Certificate, we may incur tax liabilities in
excess of any cash flows generated by the Class R Certificate, and (d) we intend
to pay any taxes associated with holding the Class R Certificate as they become
due and (e) we will not cause income from the Class R Certificate to be
attributable to a foreign permanent establishment or fixed base (within the
meaning of an applicable income tax treaty) of ours or another U.S. taxpayer.


         3. We acknowledge that we will be the beneficial owner of the Class R
Certificate and:(1)

----------
(1) Check appropriate box and if necessary fill in the name of the Transferee's
nominee.


<PAGE>


                  ______   The Class R Certificate will be registered in our
                           name.

                  ______   The Class R Certificate will be held in the name of
                           our nominee, _________________, which is not a
                           disqualified organization.

         4. We certify that we are not an employee benefit plan subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or a plan within the meaning of Section 4975 of the Code or a plan subject to
federal, state or local law materially similar to the foregoing provisions of
ERISA and the Code (each, a "Plan"), and are not directly or indirectly
purchasing the Class R Certificate on behalf of, as investment manager of, as
named fiduciary of, as trustee of or with the assets of a Plan or directly or
indirectly purchasing the Class R Certificate with the assets of any insurance
company separate account or general account containing any "plan assets" or of
any Plan.

         5. We certify that (i) we are a U.S. person or (ii) we will hold the
Class R Certificate in connection with the conduct of a trade or business within
the United States and have furnished the transferor, the Trustee and the
Securities Administrator with a duly completed and effective Internal Revenue
Service Form W-8ECI or successor form at the time and in the manner required by
the Code; for this purpose the term "U.S. person" means a citizen or resident of
the United States, a corporation, or partnership (unless, in the case of a
partnership, Treasury regulations are adopted that provide otherwise) created or
organized in or under the laws of the United States, any State thereof or the
District of Columbia, including an entity treated as a corporation or
partnership for federal income tax purposes, an estate whose income is subject
to United States federal income tax regardless of the source of its income, or a
trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more such U.S.
persons have the authority to control all substantial decisions of the trust
(or, to the extent provided in applicable Treasury regulations, certain trusts
in existence on August 20, 1996 which are eligible to elect to be treated as
U.S. Persons. We agree that any breach by us of this certification shall render
the transfer of any interest in the Class R Certificate to us absolutely null
and void and shall cause no rights in the Class R Certificate to vest in us.

         6. We agree that in the event that at some future time we wish to
transfer any interest in the Class R Certificate, we will transfer such interest
in the Class R Certificate only (a) to a transferee that (i) is not a
disqualified organization and is not purchasing such interest in the Class R
Certificate on behalf of a disqualified organization, (ii) is a U.S. person or
will hold the Class R Certificate in connection with the conduct of a trade or
business within the United States and will furnish us, the Trustee and the
Securities Administrator with a duly completed and effective Internal Revenue
Service Form W-8ECI or successor form at the time and in the manner required by
the Code and (iii) has delivered to the Trustee and the Securities Administrator
a letter in the form of this letter (including the affidavit appended hereto)
and, we will provide the Trustee and the Securities Administrator a written
statement substantially in the form of Exhibit E-2 to the Agreement.


                                     E-1-2
<PAGE>


         7. We hereby designate _______________________ as our fiduciary to act
as the tax matters person for each of the REMICs provided for in the Agreement.


                                                Very truly yours,

                                                [PURCHASER]


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

Accepted as of                 , 200
               ------------- --     --

MERRILL LYNCH MORTGAGE INVESTORS, INC.


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


                                     E-1-3
<PAGE>



                                   APPENDIX A

                                    Affidavit pursuant to (i) Section 860E(e)(4)
                                    of the Internal Revenue Code of 1986, as
                                    amended, and (ii) certain provisions of the
                                    Pooling and Servicing Agreement

Under penalties of perjury, the undersigned declares that the following is true:

               1.   He or she is an officer of _________________________ (the
                    "Transferee"),

               2.   the Transferee's Employer Identification number is
                    __________,

               3.   the Transferee is not a "disqualified organization" (as
                    defined below), has no plan or intention of becoming a
                    disqualified organization, and is not acquiring any of its
                    interest in the Terwin Mortgage Trust, Asset-Backed
                    Certificates, Series TMTS 2003-5SL, Class R on behalf of a
                    disqualified organization or any other entity,

               4.   unless Merrill Lynch Mortgage Investors, Inc.("MLMI") has
                    consented to the transfer to the Transferee by executing the
                    form of Consent affixed as Appendix B to the Transferee's
                    Letter to which this Certificate is affixed as Appendix A,
                    the Transferee is a "U.S. person" (as defined below),

               5.   that no purpose of the transfer is to avoid or impede the
                    assessment or collection of tax,

               6.   the Transferee has historically paid its debts as they
                    became due,

               7.   the Transferee intends, and believes that it will be able,
                    to continue to pay its debts as they become due in the
                    future,

               8.   the Transferee understands that, as beneficial owner of the
                    Class R Certificate, it may incur tax liabilities in excess
                    of any cash flows generated by the Class R Certificate,

               9.   the Transferee intends to pay any taxes associated with
                    holding the Class R Certificate as they become due,

               10.  the Transferee consents to any amendment of the Pooling and
                    Servicing Agreement that shall be deemed necessary by MLMI
                    (upon advice of counsel) to constitute a reasonable
                    arrangement to ensure that the Class R Certificate will not
                    be owned directly or indirectly by a disqualified
                    organization, and

               11.  IF BRACKETED, THE FOLLOWING CERTIFICATIONS ARE INAPPLICABLE
                    [the transfer is not a direct or indirect transfer of the
                    Class R Certificate to a foreign permanent establishment or
                    fixed base (within the meaning of an applicable income tax
                    treaty) of the Transferee, and as to each of the residual
                    interests represented by the Class R Certificate, the
                    present value of the anticipated tax liabilities associated
                    with holding such residual interest does not exceed the sum
                    of:


                                     E-1-4
<PAGE>

               12.  the present value of any consideration given to the
                    Transferee to acquire such residual interest;

               13.  the present value of the expected future distributions on
                    such residual interest; and

               14.  the present value of the anticipated tax savings associated
                    with holding such residual interest as the related REMIC
                    generates losses.

         For purposes of this declaration, (i) the Transferee is assumed to pay
         tax at a rate equal to the highest rate of tax specified in Section
         11(b)(1) of the Code, but the tax rate specified in Section 55(b)(1)(B)
         of the Code may be used in lieu of the highest rate specified in
         Section 11(b)(1) of the Code if the Transferee has been subject to the
         alternative minimum tax under Section 55 of the Code in the preceding
         two years and will compute its taxable income in the current taxable
         year using the alternative minimum tax rate, and (ii) present values
         are computed using a discount rate equal to the Federal short-term rate
         prescribed by Section 1274(d) of the Code for the month of the transfer
         and the compounding period used by the Transferee;]

[(11)    (A)      at the time of the transfer, and at the close of each of the
                  Transferee's two fiscal years preceding the Transferee's
                  fiscal year of transfer, the Transferee's gross assets for
                  financial reporting purposes exceed $100 million and its net
                  assets for financial reporting purposes exceed $10 million;
                  and

         (B)      the Transferee is an eligible corporation as defined in
                  Treasury regulations Section 1.860E-1(c)(6)(i) and has agreed
                  in writing that any subsequent transfer of the Class R
                  Certificate will be to another eligible corporation in a
                  transaction that satisfies Treasury regulation Sections
                  1.860E-1(c)(4)(i), 1.860E-1(c)(4)(ii), 1.860E-1(c)(4)(iii) and
                  1.860E-1(c)(5) and such transfer will not be a direct or
                  indirect transfer to a foreign permanent establishment (within
                  the meaning of an applicable income tax treaty) of a domestic
                  corporation.

For purposes of this declaration, the gross and net assets of the Transferee do
not include any obligation of any related person as defined in Treasury
regulation Section 1.860E-1(c)(6)(ii) or any other asset if a principal purpose
for holding or acquiring the other asset is to permit the Transferee to make
this declaration or to satisfy the requirements of Treasury regulation Section
1.860E-1(c)(5)(i).]

(12) The Transferee will not cause income from the Class R Certificate to be
attributable to a foreign permanent establishment or fixed base (within the
meaning of an applicable income tax treaty) of the Transferee or another U.S.
taxpayer.


                                     E-1-5
<PAGE>


For purpose of this affidavit, the term "disqualified organization" means the
United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (except any entity treated as other than an instrumentality of
the foregoing for purposes of Section 168(h)(2)(D) of the Internal Revenue Code
of 1986, as amended (the "Code")), any organization (other than a cooperative
described in Section 521 of the Code) that is exempt from taxation under the
Code (unless such organization is subject to tax on excess inclusions) and any
organization that is described in Section 1381(a)(2)(C) of the Code and the term
"U.S. Person" means a citizen or resident of the United States, a corporation or
partnership (unless, in the case of a partnership, Treasury regulations are
adopted that provide otherwise) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to Unites States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust, (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).



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

By:
         ------------------------------------

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


         Address of Investor for receipt of distribution:




         Address of Investor for receipt of tax information:

         (Corporate Seal)

         Attest:


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

                                            , Secretary
         -----------------------------------



                                     E-1-6
<PAGE>



         Personally appeared before me the above-named ______________, known or
         proved to me to be the same person who executed the foregoing
         instrument and to be the _______ of the Investor, and acknowledged to
         me that he executed the same as his free act and deed and the free act
         and deed of the Investor.

         Subscribed and sworn before me this         day of

                 , 200_ .



         -----------------------------------
         Notary Public

         County of
                   ------------------------------
         State of
                  -------------------------------
         My commission expires the          day of
                                   --------        --------------

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

         Dated:
               --------------


                                     E-1-7
<PAGE>


                                   EXHIBIT E-2


                         FORM OF TRANSFEROR'S AFFIDAVIT
                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                 ASSET-BACKED CERTIFICATES, SERIES TMTS 2003-5SL


                                     [DATE]


Wells Fargo Bank Minnesota, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services - Terwin Mortgage Trust,
           Series TMTS 2003-5SL

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934

Re:  Terwin Mortgage Trust, Asset-Backed Certificates, Series TMTS 2003-5SL
     ----------------------------------------------------------------------

         _______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no actual
knowledge that such affidavit is not true, and has no reason to believe that the
Transferee has the intention to impede the assessment or collection of any
federal, state or local taxes legally required to be paid with respect to the
Class R Certificate referred to in the attached affidavit. In addition, the
Transferor has conducted a reasonable investigation at the time of the transfer
and found that the Transferee had historically paid its debts as they came due
and found no significant evidence to indicate that the Transferee will not
continue to pay its debts as they become due.


                                               Very truly yours,



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



                                     E-2-1
<PAGE>


                                    EXHIBIT F


                         FORM OF TRANSFEROR CERTIFICATE


                                     [DATE]

Wells Fargo Bank Minnesota, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services - Terwin Mortgage Trust,
           Series TMTS 2003-5SL

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934


RE: Terwin Mortgage Trust, Asset-Backed Certificates, Series TMTS 2003-5SL
    ----------------------------------------------------------------------

Ladies and Gentlemen:

         In connection with our disposition of the Class [____] Certificate, we
certify that (a) we understand that the Certificates have not been registered
under the Securities Act of 1933, as amended (the "Act"), and are being disposed
by us in a transaction that is exempt from the registration requirements of the
Act and (b) we have not offered or sold any Certificates to, or solicited offers
to buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, in a manner that would be deemed, or taken
any other action that would result in, a violation of Section 5 of the Act. All
capitalized terms used herein but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement dated as of October 1,
2003, among Merrill Lynch Mortgage Investors, Inc., as depositor, Wells Fargo
Bank Minnesota, National Association, as master servicer and securities
administrator, Wilshire Credit Corporation, as servicer and Deutsche Bank
National Trust Company, as trustee.

                                                Very truly yours,


                                                --------------------------------
                                                Name of Transferor

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



                                      F-1
<PAGE>


                                    EXHIBIT G


                            FORM OF INVESTMENT LETTER
                              (ACCREDITED INVESTOR)


                                     [DATE]


Wells Fargo Bank Minnesota, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services - Terwin Mortgage Trust,
           Series TMTS 2003-5SL

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934

Re:  Terwin Mortgage Trust, Asset-Backed Certificates, Series TMTS 2003-5SL
     ----------------------------------------------------------------------

Ladies and Gentlemen:

         ______________ (the "Purchaser") intends to purchase from
________________ (the "Transferor") $_______ by original principal balance (the
"Transferred Certificates") of Terwin Mortgage Trust, Asset-Backed Certificates,
Series TMTS 2003-5SL, Class [____] (the "Certificates"), issued pursuant to a
Pooling and Servicing Agreement, dated as of October 1, 2003 (the "Pooling and
Servicing Agreement"), among Merrill Lynch Mortgage Investors, Inc., as
depositor (the "Depositor"), Wells Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and securities administrator (the
"Securities Administrator"), Wilshire Credit Corporation, as servicer (the
"Servicer") and Deutsche Bank National Trust Company, as trustee (the
"Trustee"). [THE PURCHASER INTENDS TO REGISTER THE TRANSFERRED CERTIFICATE IN
THE NAME OF ____________________, AS NOMINEE FOR _________________.] All terms
used and not otherwise defined herein shall have the meanings set forth in the
Pooling and Servicing Agreement.

         For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Purchaser certifies, represents and warrants
to, and covenants with, the Depositor and the Trustee that:

         1. The Purchaser understands that (a) the Certificates have not been
registered or qualified under the Securities Act of 1933, as amended (the
"Securities Act"), or the securities laws of any state, (b) neither the
Depositor nor the Trustee is required, and neither of them intends, to so
register or qualify the Certificates, (c) the Certificates cannot be resold
unless (i) they are registered and qualified under the Securities Act and the
applicable state securities laws or (ii) an exemption from registration and
qualification is available and (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates.

         2. The Certificates will bear a legend to the following effect:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "ACT"), THE INVESTMENT COMPANY ACT OF 1940, AS
         AMENDED (THE "1940 ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS,



                                      G-1
<PAGE>

         AND MAY NOT, DIRECTLY OR INDIRECTLY, BE SOLD OR OTHERWISE TRANSFERRED,
         OR OFFERED FOR SALE, UNLESS SUCH TRANSFER IS NOT SUBJECT TO
         REGISTRATION UNDER THE ACT, THE 1940 ACT AND ANY APPLICABLE STATE
         SECURITIES LAWS AND SUCH TRANSFER ALSO COMPLIES WITH THE OTHER
         PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT. NO
         TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE SECURITIES
         ADMINISTRATOR SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY
         TO THE SERVICER (A) AN INVESTMENT LETTER FROM THE PROSPECTIVE INVESTOR;
         AND (B) REPRESENTATIONS FROM THE TRANSFEROR REGARDING THE OFFERING AND
         SALE OF THE CERTIFICATES.

         NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE SECURITIES
         ADMINISTRATOR SHALL HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER
         FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH
         TRANSFEREE EITHER (A) IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE
         I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA") OR SECTION 4975 OF THE CODE OR ANY APPLICABLE FEDERAL, STATE
         OR LOCAL LAW ("SIMILAR LAW") (EACH, A "PLAN") MATERIALLY SIMILAR TO THE
         FOREGOING PROVISIONS OF ERISA AND THE CODE, AND IS NOT DIRECTLY OR
         INDIRECTLY PURCHASING ANY CERTIFICATE ON BEHALF OF, AS INVESTMENT
         MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF OR WITH ASSETS OF A
         PLAN OR, IN THE CASE OF AN INSURANCE COMPANY, THE ASSETS OF ANY
         SEPARATE ACCOUNTS CONTAINING ANY "PLAN ASSETS" PURSUANT TO THE
         DEPARTMENT OF LABOR REGULATIONS SET FORTH IN 29 CFR Section 2510.3-101
         TO EFFECT SUCH ACQUISITION OR (B) A REPRESENTATION LETTER THAT THE
         TRANSFEREE IS AN INSURANCE COMPANY THAT IS PURCHASING THE CERTIFICATE
         WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH
         TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
         EXEMPTION 95-60 ("PTCE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995), AND
         THE PURCHASE AND HOLDING OF THE CERTIFICATE IS COVERED UNDER SECTIONS I
         AND III OF PTCE 95-60, OR (II) AN OPINION OF COUNSEL TO THE EFFECT THAT
         THE PURCHASE AND HOLDING OF THE CERTIFICATE WILL NOT RESULT IN A
         PROHIBITED TRANSACTION UNDER ERISA, THE CODE OR SIMILAR LAW AND WILL
         NOT SUBJECT THE SECURITIES ADMINISTRATOR OR THE TRUSTEE TO ANY
         OBLIGATION IN ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN THE POOLING AND
         SERVICING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE
         OF THE SECURITIES ADMINISTRATOR OR THE TRUSTEE.

         3. The Purchaser is acquiring the Transferred Certificates for its own
account [FOR INVESTMENT ONLY]**/ and not with a view to or for sale or other
transfer in connection with any distribution of the Transferred Certificates in
any manner that would violate the Securities Act or any applicable state
securities laws, subject, nevertheless, to the understanding that disposition of
the Purchaser's property shall at all times be and remain within its control.


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


                                      G-2
<PAGE>


         4. The Purchaser (a) is a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business matters,
and in particular in such matters related to securities similar to the
Certificates, such that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) is able to bear the economic risks of such
an investment and (c) is an "accredited investor" within the meaning of Rule
501(a) promulgated pursuant to the Securities Act.

         5. The Purchaser will not nor has it authorized nor will it authorize
any person to (a) offer, pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other similar security to
any person in any manner, (b) solicit any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c)
otherwise approach or negotiate with respect to any Certificate, any interest in
any Certificate or any other similar security with any person in any manner, (d)
make any general solicitation by means of general advertising or in any other
manner, or (e) take any other action, that would constitute a distribution of
any Certificate under the Securities Act or the Investment Company Act of 1940,
as amended (the "1940 Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law, or that would require registration or qualification pursuant
thereto. Neither the Purchaser nor anyone acting on its behalf has offered the
Certificates for sale or made any general solicitation by means of general
advertising or in any other manner with respect to the Certificates. The
Purchaser will not sell or otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing Agreement.

         6. The Purchaser either (A) is not an employee benefit plan subject to
Title I of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or a plan within the meaning of Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code") or a plan subject to federal state or
local law materially similar to the foregoing provisions of ERISA and the Code
("Similar Law") (each, a "Plan"), and is not directly or indirectly purchasing
any Certificate on behalf of, as investment manager of, as named fiduciary of,
as trustee of or with assets of a Plan or directly or indirectly purchasing any
certificates with the assets of any insurance company separate account
containing any "plan assets" or of any Plan, (B) is an insurance company that is
purchasing the Certificate with funds contained in an "insurance company general
account" (as such term is defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTCE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), and
the purchase and holding of the Certificate is covered under Sections I and III
of PTCE 95-60, or (C) herewith delivers to the Securities Administrator an
Opinion of Counsel satisfactory to the Securities Administrator, and upon which
the Securities Administrator shall be entitled to rely, to the effect that the
purchase and holding of the Certificate by the Purchaser will not result in a
prohibited transaction under ERISA, the Code or Similar Law and will not subject
the Securities Administrator or the Trustee to any obligation in addition to
those expressly undertaken in the Pooling and Servicing Agreement, which Opinion
of Counsel shall not be an expense of the Securities Administrator or the
Trustee.

         7. Prior to the sale or transfer by the Purchaser of any of the
Certificates, the Purchaser will obtain from any subsequent purchaser
substantially the same certifications, representations, warranties and covenants
contained in the foregoing paragraphs and in this letter or a letter
substantially in the form of Exhibit H to the Pooling and Servicing Agreement.


                                      G-3
<PAGE>


         8. The Purchaser agrees to indemnify the Trustee, the Securities
Administrator, the Master Servicer, the Servicer and the Depositor against any
liability that may result from any misrepresentation made herein.

                                                Very truly yours,

                                                [PURCHASER]


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


                                      G-4
<PAGE>


                                    EXHIBIT H


                       FORM OF RULE 144A INVESTMENT LETTER
                         (QUALIFIED INSTITUTIONAL BUYER)


                                     [DATE]


Wells Fargo Bank Minnesota, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services - Terwin Mortgage Trust,
           Series TMTS 2003-5SL

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934

Re:  Terwin Mortgage Trust, Asset-Backed Certificates, Series TMTS 2003-5SL
     ----------------------------------------------------------------------

Ladies and Gentlemen:

         ______________ (the "Purchaser") intends to purchase from
________________ (the "Transferor") $_______ by original principal balance (the
"Transferred Certificates") of Terwin Mortgage Trust, Asset-Backed Certificates,
Series TMTS 2003-5SL, Class [_____] (the "Certificates"), issued pursuant to a
Pooling and Servicing Agreement, dated as of October 1, 2003 (the "Pooling and
Servicing Agreement"), among Merrill Lynch Mortgage Investors, Inc., as
depositor (the "Depositor"), Wells Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and securities administrator (the
"Securities Administrator"), Wilshire Credit Corporation, as servicer (the
"Servicer") and Deutsche Bank National Trust Company, as trustee (the
"Trustee"). [THE PURCHASER INTENDS TO REGISTER THE TRANSFERRED CERTIFICATE IN
THE NAME OF ____________________, AS NOMINEE FOR __________________.] All terms
used and not otherwise defined herein shall have the meanings set forth in the
Pooling and Servicing Agreement.

         For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Purchaser certifies, represents and warrants
to, and covenants with, the Depositor and the Trustee that:

         In connection with our acquisition of the above Transferred
Certificates we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction that
is exempt from the registration requirements of the Act and any such laws, (b)
we have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from the Depositor concerning the purchase of the Transferred
Certificates and all matters relating thereto or any additional information
deemed necessary to our decision to purchase the Transferred Certificates, (d)
we either (i) are not an employee benefit plan subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a plan
within the meaning of Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") or a plan subject to federal, state or local law materially
similar to the


                                      H-1
<PAGE>

foregoing provisions of ERISA and the Code ("Similar Law") (each, a "Plan"), nor
are we directly or indirectly purchasing any Certificate on behalf of, as
investment manager of, as named fiduciary of, as trustee of or with assets of a
Plan or directly or indirectly purchasing any certificates with the assets of
any insurance company separate account containing any "plan assets" or of any
Plan, (ii) are an insurance company that is purchasing the Transferred
Certificates with funds contained in an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTCE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), and the purchase and
holding of the Certificates is covered under Sections I and III of PTCE 95-60,
or (iii) herewith have delivered to the Securities Administrator an Opinion of
Counsel satisfactory to the Securities Administrator, and upon which the
Securities Administrator shall be entitled to rely, to the effect that the
purchase and holding of the Transferred Certificates by the Purchaser will not
result in a prohibited transaction under ERISA, the Code or Similar Law and will
not subject the Securities Administrator or the Trustee to any obligation in
addition to those expressly undertaken in the Pooling and Servicing Agreement,
which Opinion of Counsel shall not be an expense of the Securities Administrator
or the Trustee, (e) we have not, nor has anyone acting on our behalf offered,
transferred, pledged, sold or otherwise disposed of the Certificates, any
interest in the Certificates or any other similar security to, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security
from, or otherwise approached or negotiated with respect to the Certificates,
any interest in the Certificates or any other similar security with, any person
in any manner, or made any general solicitation by means of general advertising
or in any other manner, or taken any other action, that would constitute a
distribution of the Certificates under the Securities Act or that would render
the disposition of the Certificates a violation of Section 5 of the Securities
Act or require registration pursuant thereto, nor will act, nor has authorized
or will authorize any person to act, in such manner with respect to the
Certificates, (f) we are a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act and have completed one of the
forms of certification to that effect attached hereto as Annex 1 or Annex 2. We
are aware that the sale of the Transferred Certificates to us is being made in
reliance on Rule 144A. We are acquiring the Transferred Certificates for our own
account or for resale pursuant to Rule 144A and further understand that such
Certificates may be resold, pledged or transferred only (i) to a person
reasonably believed by us, based upon certifications of such purchaser or
information we have in our possession, to be a qualified institutional buyer
that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge or transfer
is being made in reliance on Rule 144A, or (ii) pursuant to another exemption
from registration under the Securities Act.

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


                                                Very truly yours,

                                                [PURCHASER]


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

                                      H-2
<PAGE>


                                                                         ANNEX 1

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]


         The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

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

         2. In connection with the purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis $____________* in securities (except
for the excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A)
and (ii) the Buyer satisfies the criteria in the category marked below.

                  ____     Corporation, etc. The Buyer is a corporation (other
                           than a bank, savings and loan association or similar
                           institution), Massachusetts or similar business
                           trust, partnership, or charitable organization
                           described in Section 501(c)(3) of the Internal
                           Revenue Code of 1986, as amended.

                  ____     Bank. The Buyer (a) is a national bank or banking
                           institution organized under the laws of any State,
                           territory or the District of Columbia, the business
                           of which is substantially confined to banking and is
                           supervised by Federal, State or territorial banking
                           commission or similar official or is a foreign bank
                           or equivalent institution, and (b) has an audited net
                           worth of at least $25,000,000 as demonstrated in its
                           latest annual financial statements, a copy of which
                           is attached hereto.

                  ____     Savings and Loan. The Buyer (a) is a savings and loan
                           association, building and loan association,
                           cooperative bank, homestead association or similar
                           institution, which is supervised and examined by a
                           State or Federal authority having supervision over
                           such institution or is a foreign savings and loan
                           association or equivalent institution and (b) has an
                           audited net worth of at least $25,000,000 as
                           demonstrated in its latest annual financial
                           statements, a copy of which is attached hereto.

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

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

----------
* Buyer must own and/or invest on a discretionary basis at least $100,000,000 in
securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.



                                       H-3
<PAGE>

                           insurance commissioner or a similar official or
                           agency of the State, territory or the District of
                           Columbia.

                  ____     State or Local Plan. The Buyer is a plan established
                           and maintained by a State, its political
                           subdivisions, or any agency or instrumentality of the
                           State or its political subdivisions, for the benefit
                           of its employees.

                  ____     ERISA Plan. The Buyer is an employee benefit plan
                           subject to Title I of the Employee Retirement Income
                           Security Act of 1974, as amended.

                  ____     Investment Advisor. The Buyer is an investment
                           advisor registered under the Investment Advisors Act
                           of 1940, as amended.

                  ____     Small Business Investment Company. Buyer is a small
                           business investment company licensed by the U.S.
                           Small Business Administration under Section 301(c) or
                           (d) of the Small Business Investment Act of 1958, as
                           amended.

                  ____     Business Development Company. Buyer is a business
                           development company as defined in Section 202(a)(22)
                           of the Investment Advisors Act of 1940, as amended.

         3. The term "securities" as used for purposes of the calculation of the
dollar amount in paragraph 2 excludes: (i) securities of issuers that are
affiliated with the Buyer, (ii) securities that are part of an unsold allotment
to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities
issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank
deposit notes and certificates of deposit, (v) loan participations, (vi)
repurchase agreements, (vii) securities owned but subject to a repurchase
agreement and (viii) currency, interest rate and commodity swaps.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

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


                                      H-4
<PAGE>



         6. Until the date of purchase of the Rule 144A Securities, the Buyer
will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan as provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.


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

                                                Date:
                                                     ---------------------------


                                      H-5
<PAGE>


                                                                         ANNEX 2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]


         The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

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

         2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.

                  ____     The Buyer owned $___________ in securities (other
                           than the excluded securities referred to below) as of
                           the end of the Buyer's most recent fiscal year (such
                           amount being calculated in accordance with Rule
                           144A).

                  ____     The Buyer is part of a Family of Investment Companies
                           which owned in the aggregate $__________ in
                           securities (other than the excluded securities
                           referred to below) as of the end of the Buyer's most
                           recent fiscal year (such amount being calculated in
                           accordance with Rule 144A).

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

         4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer or are part of the Buyer's Family
of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.

         5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.



                                      H-6
<PAGE>


         6. Until the date of purchase of the Certificates, the undersigned will
notify the parties listed in the Rule 144A Transferee Certificate to which this
certification relates of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of the Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.


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

                                                IF AN ADVISER:



                                                --------------------------------
                                                Print Name of Buyer

                                                Date:
                                                     ---------------------------


                                      H-7
<PAGE>


                                    EXHIBIT I


                        REQUEST FOR RELEASE OF DOCUMENTS


                                                      [DATE]


To:      Deutsche Bank National Trust Company
         1761 East St. Andrew Place
         Santa Ana, California  92705-4934

Re:  Pooling and Servicing Agreement dated as of October 1, 2003 among Merrill
     Lynch Mortgage Investors, Inc., as depositor, Wells Fargo Bank Minnesota,
     National Association, as master servicer and securities administrator,
     Wilshire Credit Corporation, as servicer and Deutsche Bank National Trust
     Company, as trustee, relating to Terwin Mortgage Trust, Asset-Backed
     Certificates, Series TMTS 2003-5SL
     -------------------------------------------------------------------------

         In connection with the administration of the Mortgage Loans held by
you, as Trustee, pursuant to the above-captioned Pooling and Servicing
Agreement, we request the release, and hereby acknowledge receipt, of the
Mortgage File for the Mortgage Loan described below, for the reason indicated.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:

Reason for Requesting Documents (check one):

_______ 1.        Mortgage Paid in Full

_______ 2.        Foreclosure

_______ 3.        Substitution

_______ 4.        Other Liquidation (Repurchases, etc.)

_______ 5.        Nonliquidation

_______ 6.        Other Reason:     __________________________

Address to which the Trustee should deliver the Mortgage File:


                                                By:
                                                   -----------------------------
                                                        (authorized signer)

                                                Address:
                                                        ------------------------

                                                Date:
                                                     ---------------------------


                                      I-1
<PAGE>


If box 1 or 2 above is checked, and if all or part of the Mortgage File was
previously released to us, please release to us our previous receipt on file
with you, as well as any additional documents in your possession relating to the
above specified Mortgage Loan.

If box 3, 4, 5 or 6 above is checked, upon our return of all of the above
documents to you as Trustee, please acknowledge your receipt by signing in the
space indicated below, and returning this form.

Please acknowledge the execution of the above request by your signature and date
below:

Deutsche Bank National Trust Company,
as Trustee

By:
   ---------------------------------           ---------------------------------
    Signature                                  Date

Documents returned to Trustee:

By:
   ---------------------------------           ---------------------------------
    Signature                                  Date


                                      I-2

<PAGE>

                                    EXHIBIT J


                      LIST OF INTERIM SERVICING AGREEMENTS


SELLER'S PURCHASE, WARRANTIES AND INTERIM SERVICING AGREEMENT dated August 1,
2003 between TERWIN ADVISORS LLC, as Purchaser and AAMES CAPITAL CORPORATION, as
Seller and Servicer

SELLER'S PURCHASE, WARRANTIES AND INTERIM SERVICING AGREEMENT dated September
17, 2003 between TERWIN ADVISORS LLC, as Purchaser and AMERICAN BUSINESS CREDIT,
INC., HOMEAMERICAN CREDIT, INC. (d/b/a UPLAND MORTGAGE) and AMERICAN BUSINESS
MORTGAGE SERVICES, INC., as Sellers and AMERICAN BUSINESS CREDIT, INC., as
Servicer

SELLER'S PURCHASE, WARRANTIES AND INTERIM SERVICING AGREEMENT dated March 1,
2003 between TERWIN ADVISORS LLC, as Purchaser and CHAPEL MORTGAGE CORPORATION,
as Seller and Servicer

SELLER'S PURCHASE, WARRANTIES AND INTERIM SERVICING AGREEMENT dated July 1, 2003
between TERWIN ADVISORS LLC, as Purchaser and FIRST NLC FINANCIAL SERVICES, LLC
, as Seller and Servicer

SELLER'S PURCHASE, WARRANTIES AND INTERIM SERVICING AGREEMENT dated March 1,
2003 between TERWIN ADVISORS LLC, as Purchaser and GENISYS FINANCIAL
CORPORATION, as Seller and Servicer

SELLER'S PURCHASE, WARRANTIES AND INTERIM SERVICING AGREEMENT dated April 1,
2003 between TERWIN ADVISORS LLC, as Purchaser and GREENPOINT MORTGAGE FUNDING,
INC. , as Seller and Servicer

SELLER'S PURCHASE, WARRANTIES AND INTERIM SERVICING AGREEMENT dated May 1, 2003
between TERWIN ADVISORS LLC, as Purchaser and HOMESTAR MORTGAGE SERVICES, as
Seller and Servicer

SELLER'S PURCHASE, WARRANTIES AND INTERIM SERVICING AGREEMENT dated May 1, 2003
between TERWIN ADVISORS LLC, as Purchaser and NEW YORK MORTGAGE COMPANY CORP.,
as Seller and Servicer

SELLER'S PURCHASE, WARRANTIES AND INTERIM SERVICING AGREEMENT dated June 1, 2003
between TERWIN ADVISORS LLC, as Purchaser and SHASTA FINANCIAL SERVICES, as
Seller and Servicer

SELLER'S PURCHASE, WARRANTIES AND INTERIM SERVICING AGREEMENT dated May 1, 2003
between TERWIN ADVISORS LLC, as Purchaser and STEWARD FINANCIAL INC., as Seller
and Servicer


                                      J-1
<PAGE>

                                    EXHIBIT K


                OFFICER'S CERTIFICATE OF SECURITIES ADMINISTRATOR


                                     [DATE]


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

Re:  Pooling and Servicing Agreement dated as of October 1, 2003 among Merrill
     Lynch Mortgage Investors, Inc., as depositor, Wells Fargo Bank Minnesota,
     National Association, as master servicer and securities administrator,
     Wilshire Credit Corporation, as servicer and Deutsche Bank National Trust
     Company, as trustee (the "Agreement), relating to, Terwin Mortgage Trust,
     Asset-Backed Certificates, Series TMTS 2003-5SL
     -------------------------------------------------------------------------

         I, [identify the certifying individual], a [title] of the Securities
Administrator hereby certify to the Depositor, and its officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

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

2.   Based on my knowledge, the information in the Monthly Statement, taken as a
     whole, does not contain any untrue statement of a material fact or omit to
     state a material fact necessary to make the statements made, in light of
     the circumstances under which such statements were made, not misleading as
     of the date hereof;

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

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

Date:
                               Wells Fargo Bank Minnesota, National Association,
                               as Securities Administrator
                               By:
                                        ----------------------------
                               Name:
                                        ----------------------------
                               Title:
                                        ----------------------------


                                      K-1
<PAGE>

                                    EXHIBIT L


                        OFFICER'S CERTIFICATE OF SERVICER


                                     [DATE]


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

Wells Fargo Bank Minnesota, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services - Terwin Mortgage Trust,
           Series TMTS 2003-5SL

Re:  Pooling and Servicing Agreement dated as of October 1, 2003 among Merrill
     Lynch Mortgage Investors, Inc., as depositor, Wells Fargo Bank Minnesota,
     National Association, as master servicer and securities administrator,
     Wilshire Credit Corporation, as servicer and Deutsche Bank National Trust
     Company, as trustee (the "Agreement'), relating to, Terwin Mortgage Trust,
     Asset-Backed Certificates, Series TMTS 2003-5SL
     -------------------------------------------------------------------------

         I, [identify the certifying individual], an authorized representative
of the Servicer hereby certify to the Securities Administrator and the
Depositor, and each of their respective officers, directors and affiliates, and
with the knowledge and intent that they will rely upon this certification, that:

1.   I have reviewed the information required to be delivered to the Securities
     Administrator pursuant to the Agreement (the "Servicing Information").

2.   Based on my knowledge, the information in the Annual Statement of
     Compliance, and all servicing reports, officer's certificates and other
     information relating to the servicing of the Mortgage Loans submitted to
     the Securities Administrator by the Servicer 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 the Annual Statement of Compliance;

3.   Based on my knowledge, the Servicing Information required to be provided to
     the Securities Administrator by the Servicer under the Agreement has been
     provided to the Securities Administrator; and



                                      L-1
<PAGE>


4.   I am responsible for reviewing the activities performed by the Servicer
     under the Agreement and based upon the review required hereunder, and
     except as disclosed in the Annual Statement of Compliance, the Annual
     Independent Certified Public Accountant's Servicing Report and all
     servicing reports, officer's certificates and other information relating to
     the servicing of the Mortgage Loans submitted to the Securities
     Administrator by the Servicer, the Servicer has, as of the last day of the
     period covered by the Annual Statement of Compliance fulfilled its
     obligations under this Agreement.

Date:
                                        Wilshire Credit Corporation, as Servicer
                                        By:
                                               ---------------------------------
                                        Name:
                                               ---------------------------------
                                        Title:
                                               ---------------------------------


                                      L-2